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The Intercompany Revolving Loan Agreement is essential for corporate groups operating in or from the Netherlands that require flexible financing arrangements between group entities. This document is typically used when a parent company or finance company within a group provides revolving credit facilities to its subsidiaries or affiliated companies. It addresses Dutch corporate law requirements, tax regulations (including transfer pricing rules), and financial regulatory considerations. The agreement includes provisions for multiple drawdowns and repayments, interest calculations, security (if applicable), and compliance with Dutch thin capitalization rules. It's particularly useful for ongoing working capital needs, where borrowing requirements fluctuate over time.

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

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

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

4. The Facility: Core terms of the revolving loan facility including amount, purpose, and revolving nature

5. Drawing Mechanics: Procedures and conditions for drawing down funds under the facility

6. Interest: Interest rate provisions, calculation methods, and payment terms, ensuring compliance with transfer pricing requirements

7. Repayment and Prepayment: Terms for regular repayment and voluntary prepayment, including recycling of repaid amounts

8. Representations and Warranties: Basic corporate representations regarding capacity and authority

9. Information Undertakings: Requirements for financial and other information to be provided by the borrower

10. Events of Default: Circumstances constituting default and consequential rights

11. Changes to Parties: Provisions regarding assignment and transfer restrictions

12. Administration: Administrative provisions including notices and calculations

13. Governing Law and Jurisdiction: Specification of Dutch law governance and jurisdiction for disputes