The Intercompany Loan Agreement is essential for documenting financial arrangements between related companies within a corporate group under Dutch law. It is typically used when a parent company or group treasury entity provides financing to subsidiaries or sister companies, requiring careful consideration of transfer pricing rules, thin capitalization requirements, and corporate benefit principles. The document should be used whenever there is internal group lending to ensure proper documentation of the financial relationship, establish clear terms for the loan, and maintain compliance with Dutch tax and corporate law requirements. It includes comprehensive provisions covering loan terms, security arrangements, financial covenants, and governance requirements, while ensuring the transaction meets arm's length principles required by Dutch and international tax regulations.
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1. Parties: Identification of the lender and borrower entities, including registration details and addresses
2. Background: Context of the intercompany loan, relationship between parties, and purpose of the loan
3. Definitions: Definitions of key terms used throughout the agreement
4. The Loan: Core loan terms including principal amount, purpose, and drawdown conditions
5. Interest: Interest rate, calculation method, payment dates, and default interest provisions
6. Repayment: Terms for repayment of principal, including schedule and prepayment provisions
7. Representations and Warranties: Standard corporate representations from both parties regarding capacity and authority
8. Undertakings: General and financial covenants applicable to the borrower
9. Events of Default: Circumstances constituting default and consequences thereof
10. Tax Gross-up and Indemnities: Provisions for tax treatment and indemnification
11. Changes to Parties: Rules regarding assignment and transfer of rights and obligations
12. Notices: Communication procedures between parties
13. Governing Law and Jurisdiction: Confirmation of Dutch law governance and jurisdiction for disputes
1. Security: Required when the loan is to be secured by assets or guarantees
2. Subordination: Needed when the loan must be subordinated to other debt obligations
3. Currency Provisions: Required for loans in non-Euro currencies or with multi-currency options
4. Accordion Feature: Optional provision allowing for future increase in loan amount
5. Parent Company Guarantee: Required when parent company guarantee is part of the structure
6. Set-off Rights: Detailed set-off provisions when parties have multiple relationships
7. Break Costs: Required for fixed-rate loans with potential early repayment
1. Conditions Precedent: List of required documents and conditions to be satisfied before drawdown
2. Form of Drawdown Request: Standard form for requesting loan disbursements
3. Repayment Schedule: Detailed schedule of repayment dates and amounts
4. Transfer Pricing Analysis: Documentation supporting the arm's length nature of the loan terms
5. Form of Compliance Certificate: Template for periodic compliance reporting
6. Group Structure Chart: Diagram showing relationship between the parties within the corporate group
7. Calculation of Interest Rate: Detailed methodology for interest rate calculation and supporting market data
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