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The Intercompany Credit Agreement is essential for documenting and formalizing lending arrangements between affiliated companies under German law. It is commonly used when a parent company provides financing to its subsidiaries, or when companies within the same group engage in internal financing activities. The agreement must comply with German corporate and banking regulations, including capital maintenance rules, thin capitalization requirements, and transfer pricing regulations. This document typically includes detailed provisions on loan terms, interest calculations, repayment schedules, security arrangements (if any), and corporate governance requirements. It is particularly important for maintaining proper documentation for tax authorities and ensuring compliance with German regulatory requirements regarding intercompany financing.

1. Parties: Identification of the lender and borrower entities, including registration details as required under German law

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including German law-specific concepts

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

5. Interest: Interest rate, calculation methods, and payment periods in compliance with German interest rate regulations

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

7. Prepayment: Conditions and procedures for voluntary and mandatory prepayment

8. Tax Gross-Up and Indemnities: Provisions for tax treatment and indemnification obligations

9. Representations and Warranties: Standard representations and warranties adapted to intercompany context

10. Information Undertakings: Requirements for financial and other information delivery

11. General Undertakings: General covenants and obligations of the borrower

12. Events of Default: Circumstances constituting default and consequences

13. Changes to Parties: Rules for assignment and transfer of rights and obligations

14. Administration: Administrative provisions including notices and calculations

15. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction arrangements