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The International Loan Agreement is essential for cross-border financing transactions where parties choose Dutch law as the governing law. It is typically used when either the lender or borrower has a connection to the Netherlands, or when parties seek to benefit from the Netherlands' sophisticated financial legal framework. The document comprehensively addresses all aspects of the lending relationship, including drawdown mechanics, interest calculations, security arrangements, and covenant packages. It must comply with Dutch financial regulations, particularly the Financial Supervision Act (Wft) and Civil Code, while also considering international banking standards and EU regulations. This agreement is particularly valuable for international business transactions requiring substantial financing, whether for corporate acquisitions, project finance, or general corporate purposes.

1. Parties: Identification of the lender(s) and borrower(s), including full legal names, registration details, and addresses

2. Background: Context of the loan agreement, purpose of the loan, and any relevant preliminary arrangements

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. The Loan: Core terms including loan amount, currency, purpose, and availability period

5. Interest: Interest rate(s), calculation methods, payment periods, and default interest provisions

6. Repayment: Repayment schedule, prepayment provisions, and payment mechanics

7. Conditions Precedent: Conditions that must be satisfied before the loan can be drawn

8. Representations and Warranties: Statements of fact and assurances given by the borrower

9. Covenants: Positive and negative obligations of the borrower during the loan term

10. Events of Default: Circumstances that would allow the lender to accelerate the loan

11. Tax Provisions: Allocation of tax liabilities and gross-up obligations

12. Changes to Parties: Rules regarding assignment, transfer, and syndication

13. Administration: Practical aspects of managing the loan, including notices and calculations

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