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The Intragroup Loan Agreement is essential for documenting and regulating financial arrangements between companies within the same corporate group under German law. It is commonly used when a parent company, holding company, or designated group treasury entity provides financing to subsidiaries or affiliated companies. The agreement ensures compliance with German corporate and tax laws, particularly regarding arm's length principles, capital maintenance rules, and thin capitalization requirements. The document includes detailed terms on loan amount, interest calculation, repayment structures, and necessary representations and warranties. It's particularly important for establishing clear documentation for tax authorities, auditors, and corporate governance purposes, while also addressing specific German law requirements regarding form and execution.

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

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

3. Definitions and Interpretation: Key terms used in the agreement, including German law-specific definitions

4. The Facility: Core loan terms including amount, purpose, and availability period

5. Interest: Interest rate, calculation method, and payment dates, ensuring arm's length terms

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

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

8. Tax Gross-Up and Indemnities: Provisions for tax payments and indemnifications

9. Representations: Standard representations adapted for intragroup context

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

11. General Undertakings: Standard covenants adapted for intragroup context

12. Events of Default: Circumstances constituting default and consequences

13. Changes to Parties: Rules for assignment and transfer

14. Administration: Operational aspects of the loan including payments and calculations

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