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The Facility Loan Agreement is a fundamental financing document used when a lender or syndicate of lenders provides credit facilities to a borrower under Dutch law. It is particularly utilized for corporate financing, project finance, acquisition finance, and general corporate purposes. The agreement comprehensively addresses all aspects of the lending relationship, including facility terms, drawdown mechanics, security arrangements, and regulatory compliance requirements. Dutch law provides a specific framework for such agreements through the Dutch Civil Code (Burgerlijk Wetboek) and the Financial Supervision Act (Wet op het financieel toezicht), which must be carefully considered in drafting. The document typically includes provisions for multiple types of facilities (term loans, revolving facilities), interest calculations based on Dutch market practices, and specific requirements for security interests under Dutch law.

1. Parties: Identification of the lender(s), borrower(s), and any other parties to the agreement

2. Background: Context of the facility and purpose of the loan

3. Definitions and Interpretation: Definitions of terms used throughout the agreement and interpretation rules

4. The Facility: Core terms of the facility including amount, purpose, and availability

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown: Procedures and requirements for utilizing the facility

7. Interest: Interest calculation, periods, and payment provisions

8. Repayment: Terms for repayment of the facility

9. Prepayment and Cancellation: Voluntary and mandatory prepayment provisions

10. Tax Gross Up and Indemnities: Tax-related provisions and associated indemnities

11. Increased Costs: Provisions dealing with changes in costs due to regulatory changes

12. Representations and Warranties: Borrower's representations and warranties

13. Information Undertakings: Obligations to provide financial and other information

14. Financial Covenants: Financial ratios and tests to be maintained

15. General Undertakings: General positive and negative covenants

16. Events of Default: Circumstances constituting default and consequences

17. Changes to Parties: Transfer and assignment provisions

18. Administration: Administrative provisions including notices and calculations

19. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions