This Loan Agreement Between Two Companies is essential for documenting corporate lending transactions in Ireland. It is typically used when one company wishes to provide financing to another company for business purposes such as expansion, working capital, or asset acquisition. The agreement must comply with Irish corporate law, particularly the Companies Act 2014, and relevant financial regulations. It includes comprehensive provisions covering loan terms, security arrangements, representations and warranties, covenants, and events of default. The document is structured to protect both lender and borrower interests while ensuring enforceability under Irish law. This template is suitable for various lending scenarios, from simple unsecured loans to complex secured financing arrangements between corporate entities.
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1. Parties: Identification of the Lender and Borrower, including full corporate names, registration numbers, and registered addresses
2. Background: Context of the loan agreement, relationship between parties, and purpose of the loan
3. Definitions: Definitions of key terms used throughout the agreement
4. The Loan: Details of the loan amount, purpose, and drawdown conditions
5. Interest: Interest rate, calculation method, payment periods, and default interest provisions
6. Repayment: Terms of repayment, including schedule, prepayment options, and payment mechanics
7. Representations and Warranties: Statements of fact and assurances given by the Borrower
8. Covenants: Ongoing obligations of the Borrower during the term of the loan
9. Events of Default: Circumstances that constitute default and consequences thereof
10. Taxes and Indemnities: Tax obligations and indemnification provisions
11. Changes to Parties: Rules regarding assignment and transfer of rights and obligations
12. Notices: Communication requirements and contact details
13. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
1. Security: Details of any collateral or security provided for the loan - include when loan is secured
2. Guarantees: Terms of any corporate or personal guarantees - include when guarantees are required
3. Conditions Precedent: Conditions that must be satisfied before drawdown - include for complex or high-value loans
4. Information Undertakings: Specific reporting requirements - include for loans with ongoing monitoring needs
5. Financial Covenants: Specific financial metrics the borrower must maintain - include for loans to larger companies or where financial performance is critical
6. Bank Accounts: Requirements for specific account arrangements - include when loan requires dedicated accounts
7. Costs and Expenses: Allocation of transaction costs - include for complex transactions with significant costs
8. Subordination: Provisions regarding ranking of debt - include when there are multiple creditors
1. Drawdown Notice: Form of notice for requesting loan disbursement
2. Repayment Schedule: Detailed schedule of repayment dates and amounts
3. Security Documents: List and copies of security documents (if applicable)
4. Conditions Precedent Documents: List of required documents and conditions to be satisfied before drawdown
5. Financial Covenants Calculations: Formulas and methods for calculating financial covenants
6. Permitted Security: List of security interests permitted to exist
7. Form of Compliance Certificate: Template for periodic compliance certification
8. Notice Details: Detailed contact information for all parties
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