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This Large Credit Agreement template is designed for use in significant financing transactions under Dutch law, typically involving loan amounts exceeding €50 million. It serves as the primary documentation for corporate lending transactions, acquisition financing, or large-scale project financing. The agreement incorporates requirements under Dutch financial regulations, including the Financial Supervision Act (Wft) and Dutch Civil Code, while maintaining compatibility with international banking practices. It is particularly suited for transactions involving multiple lenders, complex security structures, and sophisticated corporate borrowers. The document includes comprehensive provisions for facility terms, conditions precedent, representations and warranties, covenants, and events of default, all tailored to comply with Dutch legal requirements and market standards.

1. Parties: Identification of the lender(s), borrower(s), and any guarantors

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

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

4. The Facility: Details of the credit facility including amount, purpose, and availability period

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

6. Drawdown: Procedures and requirements for utilizing the facility

7. Repayment: Terms of repayment including schedule, prepayment provisions, and mandatory prepayment events

8. Interest: Interest calculation, periods, payment dates, and default interest

9. Fees: All applicable fees including arrangement, commitment, and prepayment fees

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

11. Increased Costs and Illegality: Provisions dealing with changes in law or circumstances affecting the facility

12. Representations and Warranties: Borrower's confirmations regarding its status and capacity

13. Information Undertakings: Borrower's obligations to provide financial and other information

14. General Undertakings: Borrower's positive and negative covenants

15. Financial Covenants: Financial ratios and tests the borrower must maintain

16. Events of Default: Circumstances constituting default and consequences

17. Changes to Parties: Provisions regarding assignments, transfers, and syndication

18. Administration: Operational aspects including payments, calculations, and notices

19. Governing Law and Enforcement: Choice of law and jurisdiction provisions