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The Intra Group Loan Agreement is essential for corporate groups operating in or from Germany seeking to implement efficient internal financing arrangements. This document is typically used when one group entity provides financing to another group entity, whether for general corporate purposes, specific projects, or as part of group treasury operations. The agreement must comply with German civil and corporate law requirements, including specific provisions of the German Civil Code (BGB) and Commercial Code (HGB), while also addressing tax implications, particularly transfer pricing regulations. The document includes comprehensive terms covering loan amount, interest calculations, repayment schedules, and group-specific provisions, all structured to meet German regulatory requirements and market practice. It's particularly important for documenting compliance with arm's length principles and maintaining proper corporate governance within group structures.

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

2. Background: Context of the intra-group loan and relationship between the parties

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

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

5. Interest: Interest rate, calculation method, and payment dates, compliant with arm's length principles

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

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

8. Tax Provisions: Provisions for withholding tax, tax gross-up, and tax compliance requirements

9. Representations and Warranties: Standard corporate representations and specific intra-group confirmations

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

11. General Undertakings: Borrower's obligations regarding its conduct and operations

12. Events of Default: Circumstances constituting default and consequences

13. Changes to Parties: Rules for assignment and transfer within the group

14. Administration: Practical aspects of loan administration and communications

15. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions