The Subsidiary Loan Agreement is a crucial document used when a parent company provides financing to its subsidiary within South Africa's legal framework. This type of agreement is essential for documenting intercompany financing arrangements, ensuring proper corporate governance, and maintaining compliance with South African regulatory requirements. The agreement covers all aspects of the loan relationship, including the loan amount, interest rates, repayment terms, security arrangements, and various covenants. It must comply with the South African Companies Act, National Credit Act, and where applicable, exchange control regulations. The Subsidiary Loan Agreement also typically includes provisions for financial reporting, events of default, and remedies available to the lender, while considering the unique aspects of intra-group lending relationships.

1. Parties: Identification of the lender (typically parent company) and borrower (subsidiary), including registration numbers and registered addresses

2. Background: Context of the loan agreement, relationship between the parties, and purpose of the loan

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

4. The Loan Facility: Details of the loan amount, purpose, and drawdown mechanisms

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

6. Repayment Terms: Repayment schedule, prepayment provisions, and payment mechanics

7. Conditions Precedent: Conditions that must be satisfied before the loan becomes available

8. Representations and Warranties: Statements of fact and assurances given by the borrower

9. Covenants: Positive and negative obligations of the borrower during the loan term

10. Events of Default: Circumstances that would constitute default and consequences thereof

11. Taxes and Withholdings: Treatment of taxes, duties, and withholding requirements

12. Notices: Communication procedures between parties

13. Assignment and Transfer: Rights and restrictions regarding transfer of rights under the agreement

14. Governing Law and Jurisdiction: Specification of South African law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments