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The Facility Agreement under Dutch law serves as the primary document for establishing and governing lending relationships between financial institutions and borrowers in the Netherlands. This agreement is utilized when a party requires substantial financing, whether for general corporate purposes, acquisitions, real estate development, or specific projects. The document incorporates mandatory provisions required under Dutch law and financial regulations, including the Dutch Financial Supervision Act (Wft) and relevant EU regulations. The Facility Agreement covers crucial aspects such as facility terms, security arrangements, representations, covenants, and enforcement mechanisms, all structured to comply with Dutch legal requirements and market practice. It's particularly important in syndicated lending scenarios where multiple lenders are involved, requiring careful consideration of Dutch law principles regarding security sharing and transfer provisions.

1. Parties: Identification of the lender(s), borrower(s), and any other parties such as guarantors or security providers

2. Background: Context of the facility agreement and brief description of the transaction

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. Utilisation: Procedures and requirements for drawing down the facility

7. Repayment: Terms for repayment of the facility

8. Prepayment and Cancellation: Provisions for voluntary and mandatory prepayment

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

10. Fees: All fees payable under the facility

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

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

13. Representations: Borrower's representations and warranties

14. Information Undertakings: Borrower's obligations to provide information

15. Financial Covenants: Financial maintenance covenants and related definitions

16. General Undertakings: Borrower's general positive and negative covenants

17. Events of Default: Circumstances constituting default and consequences

18. Changes to Parties: Transfer and assignment provisions

19. Payment Mechanics: Administrative provisions regarding payments

20. Set-off: Rights of set-off and counterclaim

21. Notices: Communication procedures between parties

22. Calculations and Certificates: Provisions regarding calculations and evidence

23. Partial Invalidity: Severability provisions

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

25. Amendments and Waivers: Procedures for modifying the agreement

26. Governing Law: Dutch law as governing law

27. Enforcement: Jurisdiction and enforcement provisions