Overfacility Agreement Template for Austria

The Overfacility Agreement is utilized when a borrower requires additional credit facilities beyond their existing arrangements, commonly in corporate financing scenarios. This document, governed by Austrian law, establishes the legal framework for the additional facility, including detailed terms for utilization, repayment, security, and ongoing obligations. The agreement must comply with Austrian banking regulations, including the Bankwesengesetz (BWG) and relevant EU directives. It is particularly relevant in situations where companies need flexible financing solutions for expansion, working capital, or specific projects. The Overfacility Agreement includes comprehensive provisions for facility management, risk mitigation, and security arrangements, while ensuring compliance with Austrian financial services regulations and corporate law requirements.

1. Parties: Identification of the lender(s), borrower(s), and any other parties to the agreement

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

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

4. The Facility: Core terms of the overfacility including amount, purpose, and availability

5. Conditions Precedent: Documents and conditions required before the facility can be utilized

6. Utilization: Process and requirements for drawing down the facility

7. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments

8. Interest and Fees: Interest calculation, payment periods, default interest, and applicable fees

9. Tax Gross Up and Indemnities: Tax-related provisions and associated indemnities

10. Increased Costs and Mitigation: Provisions for dealing with changes in costs and mitigation obligations

11. Representations and Warranties: Standard representations and warranties given by the borrower

12. Information Undertakings: Borrower's obligations to provide financial and other information

13. General Undertakings: Positive and negative covenants of the borrower

14. Events of Default: Circumstances constituting default and consequences

15. Changes to Parties: Provisions regarding assignments and transfers

16. Administration: Administrative provisions including payment mechanics and calculations

17. Notices: Communication methods and contact details

18. Governing Law and Jurisdiction: Choice of Austrian law and jurisdiction provisions