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The Intercompany Revolving Loan Agreement is a crucial document for corporate groups operating in Ireland who wish to establish efficient internal financing arrangements. It enables group companies to manage cash flow and funding requirements through a flexible revolving facility structure, while ensuring compliance with Irish corporate law, tax regulations, and financial services requirements. This agreement is particularly valuable for multinational corporations with Irish subsidiaries or Irish-headquartered groups managing internal funding needs. The document addresses key aspects such as facility limits, drawdown mechanisms, interest calculations, tax implications, and regulatory compliance, while incorporating specific provisions required under Irish law for related party transactions.

1. Parties: Identification of the lender and borrower companies, including registration details

2. Background: Context of the intercompany arrangement and relationship between the parties

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

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

5. Conditions Precedent: Prerequisites that must be satisfied before the facility can be utilized

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

7. Repayment and Prepayment: Terms for repayment, including scheduled payments and voluntary prepayment rights

8. Interest: Interest rate, calculation methods, and payment periods

9. Tax Provisions: Treatment of withholding tax and other tax-related obligations

10. Representations and Warranties: Standard corporate confirmations from both parties

11. Covenants: Ongoing obligations of the borrower during the life of the facility

12. Events of Default: Circumstances constituting default and consequences

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

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

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