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The Credit Facilities Agreement is a fundamental financing document used when one or more lenders agree to provide credit facilities to one or more borrowers under Dutch law. It is typically used for corporate financing, working capital facilities, term loans, or revolving credit arrangements. The agreement comprehensively details the terms of lending, including facility amounts, interest calculations, drawdown mechanics, repayment obligations, and security requirements. It must comply with Dutch financial regulations, including the Financial Supervision Act (Wet op het financieel toezicht) and relevant provisions of the Dutch Civil Code. The document also incorporates necessary EU regulatory requirements and can be adapted for both bilateral and syndicated lending arrangements. This agreement is essential for establishing legally binding credit relationships while ensuring compliance with Dutch and EU financial services regulations.

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

2. Background: Context of the credit facility and purpose of the agreement

3. Definitions and Interpretation: Defined terms, rules of interpretation, and currency references

4. The Facilities: Description of the credit facilities, their purpose, and amounts

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

6. Utilisation: Process and requirements for drawing down the facilities

7. Repayment: Terms and schedule for repayment of the facilities

8. Prepayment and Cancellation: Voluntary and mandatory prepayment provisions

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

10. Fees: Commitment fees, arrangement fees, and other charges

11. Tax Gross Up and Indemnities: Tax-related provisions and indemnifications

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

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

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

15. General Undertakings: Positive and negative covenants of the borrower

16. Events of Default: Circumstances constituting default and consequences

17. Changes to Parties: Transfer and assignment provisions

18. Payment Mechanics: Administrative provisions for payments

19. Set-off: Rights of set-off between parties

20. Notices: Communication methods and contact details

21. Calculations and Certificates: Basis for calculations and form of certificates

22. Partial Invalidity: Severability provisions

23. Remedies and Waivers: Rights and remedies of the parties

24. Amendments and Waivers: Process for making changes to the agreement

25. Governing Law: Dutch law as governing law

26. Enforcement: Jurisdiction and enforcement provisions