The Intra Group Loan Agreement is essential for Nigerian corporate groups seeking to implement internal financing arrangements between related entities. It is commonly used when a parent company provides funding to its subsidiaries, or when group companies engage in cross-company financing. The document must comply with Nigerian regulatory requirements, including CAMA 2020, Central Bank of Nigeria regulations, and transfer pricing rules. The agreement typically includes detailed provisions on loan terms, interest rates, security arrangements, and regulatory compliance. It is particularly important in the Nigerian context due to strict foreign exchange controls and transfer pricing scrutiny, requiring careful documentation of the arm's length nature of the transaction. The agreement helps establish clear financial obligations while maintaining group relationships and ensuring regulatory compliance.

1. Parties: Identification of the lender and borrower entities, including their registration details and group relationship

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

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and reference to Nigerian law principles

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

5. Conditions Precedent: Documents and conditions required before drawdown, including corporate authorizations and regulatory approvals

6. Drawdown: Procedures and requirements for drawdown of the loan

7. Interest: Interest rate, calculation methods, and payment dates, with reference to transfer pricing requirements

8. Repayment: Terms of repayment, including schedule, prepayment provisions, and mandatory prepayment events

9. Tax Provisions: Withholding tax requirements, tax gross-up provisions, and transfer pricing compliance

10. Representations and Warranties: Standard and specific representations regarding corporate status, authority, and regulatory compliance

11. Covenants: Financial and general undertakings of the borrower

12. Events of Default: Circumstances constituting default and consequences

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

14. Administration: Practical aspects of loan administration, payments, and notices

15. Governing Law and Enforcement: Nigerian law as governing law and enforcement provisions