Intercompany Revolving Loan Agreement for the United States

Intercompany Revolving Loan Agreement Template for United States

A legally binding agreement governed by U.S. law that establishes a revolving credit facility between related companies within the same corporate group. The agreement sets out the terms for multiple borrowings and repayments over time, including interest rates, drawdown mechanics, and repayment terms. It incorporates relevant U.S. federal and state regulations, tax considerations, and transfer pricing requirements to ensure compliance with related party transaction rules.

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What is a Intercompany Revolving Loan Agreement?

The Intercompany Revolving Loan Agreement is essential for managing cash flow and funding needs within corporate groups under U.S. jurisdiction. It provides a flexible financing mechanism allowing affiliated companies to borrow and repay funds multiple times within a specified limit. This document is particularly important for multinational corporations and complex corporate structures where internal financing needs to be properly documented for tax, accounting, and regulatory compliance purposes. The agreement must comply with U.S. transfer pricing regulations, state usury laws, and relevant federal banking regulations.

What sections should be included in a Intercompany Revolving Loan Agreement?

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

2. Background/Recitals: Purpose of the loan facility and relationship between parties

3. Definitions: Key terms used throughout the agreement including facility amount, interest rate, and other critical definitions

4. Facility Details: Loan amount, revolving nature, availability period and key commercial terms

5. Interest: Interest rate, calculation method, payment frequency and interest periods

6. Drawdown Mechanics: Process for requesting and making drawdowns, including notice requirements

7. Repayment Terms: Repayment schedule, prepayment provisions and mechanics

8. Representations and Warranties: Standard corporate declarations by both parties regarding capacity and authority

9. Events of Default: Circumstances constituting default and consequences of default

10. Governing Law: Applicable law and jurisdiction for dispute resolution

What sections are optional to include in a Intercompany Revolving Loan Agreement?

1. Security: Details of any collateral or security arrangements for secured loans

2. Tax Provisions: Handling of withholding tax and other tax matters, particularly relevant for cross-border loans

3. Transfer Pricing Compliance: Provisions ensuring arm's length terms and compliance with transfer pricing regulations

4. Currency Provisions: Currency conversion and exchange rate mechanisms for multi-currency facilities

What schedules should be included in a Intercompany Revolving Loan Agreement?

1. Form of Drawdown Notice: Template for requesting drawdowns under the facility

2. Calculation of Interest: Detailed interest calculation methodology and examples

3. Corporate Authorizations: Relevant board resolutions and powers of attorney evidencing authority

4. Transfer Pricing Documentation: Evidence of arm's length terms and transfer pricing compliance

5. Compliance Certificate: Template for periodic compliance confirmation by borrower

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions
Industries

Truth in Lending Act (TILA): Federal law that requires lenders to provide standardized disclosures about terms and costs of consumer credit.

Dodd-Frank Act: Comprehensive financial reform legislation affecting lending practices, financial institutions, and corporate governance.

Securities Exchange Act of 1934: Federal law governing securities trading and public company requirements, relevant if the parties are publicly traded.

IRC Section 482: Internal Revenue Code section governing transfer pricing regulations between related entities.

IRC Section 7872: Tax provisions addressing below-market loans and their treatment for tax purposes.

State Usury Laws: State-specific regulations limiting maximum interest rates that can be charged on loans.

Sarbanes-Oxley Act: Federal law establishing requirements for public company boards, management, and accounting firms.

Federal Reserve Regulation W: Regulations governing transactions between banks and their affiliates, including lending restrictions.

Bankruptcy Code - Insider Transactions: Provisions governing the treatment of intercompany loans in bankruptcy proceedings.

GAAP Requirements: Generally Accepted Accounting Principles governing the recording and reporting of intercompany transactions.

Thin Capitalization Rules: Tax regulations limiting interest deduction on related-party debt to prevent excessive debt financing.

Bank Holding Company Act: Federal regulations governing the activities and transactions of bank holding companies and their subsidiaries.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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