Intercompany Credit Agreement Template for Netherlands

The Intercompany Credit Agreement is essential for corporate groups operating in or from the Netherlands who need to establish formal lending arrangements between affiliated entities. This document is particularly important in the Dutch context due to strict corporate governance requirements and tax regulations regarding intercompany financing. It is commonly used when a parent company provides financing to subsidiaries, when implementing cash pooling arrangements, or when restructuring internal group debt. The agreement must comply with Dutch transfer pricing rules, thin capitalization requirements, and corporate benefit principles. It typically includes detailed provisions on interest rates, repayment terms, security arrangements, and information rights, while ensuring alignment with Dutch market practice and regulatory requirements. The document serves both as a legal framework for the lending relationship and as supporting documentation for tax and accounting purposes.

1. Parties: Identification of the lender and borrower entities, including registration details and authorized representatives

2. Background: Context of the intercompany relationship and purpose of the loan

3. Definitions: Definitions of key terms used throughout the agreement

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

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

6. Drawdown: Procedures and requirements for requesting and making drawdowns

7. Interest: Interest rate, calculation method, and payment dates

8. Repayment: Terms and schedule for repayment of the principal amount

9. Prepayment: Conditions and procedures for early repayment

10. Tax Provisions: Handling of taxes, including withholding tax and VAT considerations

11. Representations and Warranties: Standard confirmations about the borrower's status and capacity

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

13. General Undertakings: General obligations of the borrower during the loan period

14. Events of Default: Circumstances that would constitute a default and consequences

15. Changes to Parties: Rules regarding assignment and transfer of rights

16. Administration: Administrative aspects including notices and calculations

17. Governing Law and Jurisdiction: Confirmation of Dutch law governance and jurisdiction

18. Execution: Signature blocks and execution formalities