The Intercompany Revolving Loan Agreement is essential for corporate groups operating in Canada that need to establish formal lending arrangements between related entities. This document is particularly useful when one group entity has excess cash while another requires ongoing funding support. The agreement provides a flexible financing solution that allows for multiple drawdowns and repayments within a specified facility limit, while ensuring compliance with Canadian tax laws, transfer pricing regulations, and corporate governance requirements. It should be used when establishing long-term internal funding arrangements that require formalization, especially in cases where tax authorities may scrutinize intercompany transactions. The document includes comprehensive terms covering interest calculations, security (if applicable), and compliance with relevant Canadian federal and provincial legislation.

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

2. Background: Context of the intercompany relationship and purpose of the revolving loan facility

3. Definitions: Key terms used throughout the agreement, including financial definitions and technical terms

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

5. Interest: Interest rate calculation, payment periods, and default interest provisions

6. Drawdown: Procedures and conditions for requesting and making drawdowns under the facility

7. Repayment: Terms for repayment, including voluntary and mandatory prepayment provisions

8. Representations and Warranties: Standard corporate representations from both parties

9. Covenants: Ongoing obligations of the borrower, including financial covenants if applicable

10. Events of Default: Circumstances constituting default and consequences

11. Taxes: Treatment of taxes, including withholding tax provisions

12. Payments: Payment mechanics, currency, and business day conventions

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: Specification of Canadian law and jurisdiction

15. Execution: Signature blocks and execution formalities