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The Intercompany Revolving Loan Agreement is essential for managing internal funding within corporate groups operating in Belgium. It enables flexible financing arrangements where a group company can borrow, repay, and reborrow funds up to a predetermined limit, typically used for working capital or general corporate purposes. The agreement must comply with Belgian corporate law, tax regulations (particularly regarding thin capitalization rules and transfer pricing), and EU financial regulations. This document is crucial for establishing clear terms of lending between related entities, including interest rates that meet arm's length requirements, drawdown mechanics, and repayment provisions. It's particularly important for multinational groups with Belgian subsidiaries or Belgian parent companies managing group treasury operations.

1. Parties: Identification of the lender and borrower entities, including registration numbers and registered offices

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

3. Definitions and Interpretation: Key terms used throughout the agreement, including Banking Days, Interest Period, EURIBOR, etc.

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

5. Conditions Precedent: Documents and conditions required before the facility becomes available

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

7. Interest: Interest rate calculation, payment dates, and compliance with arm's length principles

8. Repayment and Prepayment: Terms for repayment, prepayment rights and mechanics for revolving the facility

9. Tax Provisions: Handling of withholding tax and other tax implications

10. Representations and Warranties: Standard corporate representations and specific financial capacity warranties

11. Covenants: Financial and operational undertakings of the borrower

12. Events of Default: Circumstances constituting default and consequences

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

14. Notices: Communication procedures between parties

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