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The Subsidiary Loan Agreement is a crucial document for organizing intra-group financing in corporate structures operating under Belgian law. It is typically used when a parent company provides financial support to its subsidiary for various purposes such as working capital, expansion, acquisition financing, or restructuring. The agreement must comply with Belgian corporate law requirements, particularly regarding corporate benefit, financial assistance rules, and thin capitalization regulations. Given Belgium's position as a key European business hub, these agreements often involve cross-border elements and must align with both Belgian and EU regulations. The document includes comprehensive provisions on loan terms, security (if applicable), covenants, and events of default, while addressing specific Belgian law considerations such as registration requirements and tax implications. This type of agreement requires careful structuring to ensure enforceability and optimal tax treatment under Belgian law.

1. Parties: Identification of the parent company as lender and subsidiary as borrower, including registration details and addresses

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement

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

5. Conditions Precedent: Conditions that must be satisfied before the loan can be drawn

6. Drawdown: Procedures and requirements for requesting and making loan disbursements

7. Interest: Interest rate, calculation method, and payment provisions

8. Repayment and Prepayment: Terms for regular repayment and any early repayment provisions

9. Tax Provisions: Handling of taxes, including withholding tax and VAT considerations

10. Representations and Warranties: Standard declarations made by the borrower about its status and capacity

11. Covenants: Ongoing obligations of the borrower during the loan term

12. Events of Default: Circumstances that constitute default and consequences

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

14. Notices: Communication procedures between parties

15. Governing Law and Jurisdiction: Confirmation of Belgian law governance and jurisdiction for disputes