Overfacility Agreement for Malta
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Overfacility Agreement
"I need an Overfacility Agreement under Maltese law for a €5 million facility to be provided by Mediterranean Bank plc to a retail company, with floating interest rate and quarterly financial covenants, to be signed by March 2025."
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1. Parties: Identification of the lender(s) and borrower(s) with full legal names and addresses
2. Background: Context of the agreement and relationship between the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. The Facility: Core terms of the overfacility including amount, purpose, and availability
5. Interest and Fees: Interest calculation method, rate(s), fees and charges applicable
6. Utilization: Process and conditions for drawing down the facility
7. Repayment and Prepayment: Terms for repayment, prepayment rights and obligations
8. Representations and Warranties: Statements of fact and assurances given by the borrower
9. Information Undertakings: Borrower's obligations to provide financial and other information
10. General Undertakings: Borrower's general obligations and restrictions
11. Events of Default: Circumstances constituting default and consequences
12. Changes to Parties: Rules for assignment and transfer of rights and obligations
13. Payment Mechanics: Administrative provisions for making payments
14. Set-off: Rights of set-off and application of payments
15. Notices: Communication methods and contact details
16. Calculations and Certificates: Rules for calculations and evidential value of certificates
17. Partial Invalidity: Severability provisions
18. Remedies and Waivers: Rights and remedies of the parties
19. Amendments and Waivers: Process for changing the agreement terms
20. Governing Law and Enforcement: Choice of Maltese law and jurisdiction provisions
1. Security: Terms relating to any security provided - include if facility is secured
2. Guarantee: Terms of any guarantee - include if there are guarantors
3. Multiple Lenders: Provisions for syndicated facilities - include if more than one lender
4. Bank Accounts: Specific provisions regarding designated accounts - include if specific account arrangements are required
5. Financial Covenants: Financial ratio requirements - include for corporate borrowers or larger facilities
6. Increased Costs: Provisions for regulatory cost changes - include for longer-term facilities
7. Tax Gross Up and Indemnities: Tax-related provisions - include if tax implications are significant
8. Currency Provisions: Multiple currency provisions - include if facility can be drawn in multiple currencies
9. Anti-Money Laundering Provisions: Specific AML requirements - include for high-risk transactions or customers
10. Break Costs: Provisions for early termination costs - include for term facilities
1. Conditions Precedent: List of documents and conditions required before facility availability
2. Form of Utilization Request: Standard form for requesting drawdown of the facility
3. Form of Compliance Certificate: Template for periodic compliance certification
4. Calculation of Interest and Fees: Detailed methodology for calculating interest and fees
5. Form of Transfer Certificate: Template for transferring rights and obligations
6. Security Documents: List and/or copies of security documentation (if applicable)
7. Permitted Security: List of security interests permitted under the agreement
8. Form of Accession Deed: Template for new parties joining the agreement
9. Existing Encumbrances: List of existing security interests affecting the borrower
10. Contact Details: Detailed contact information for all parties and their representatives
Authors
Account Bank
Additional Facility
Affiliate
Applicable Law
Availability Period
Available Facility
Base Rate
Board Resolution
Business Day
Change of Control
Commitment
Compliance Certificate
Default
Default Interest
Default Rate
Disruption Event
Drawing
Event of Default
Facility
Facility Documents
Facility Limit
Fee Letter
Finance Documents
Finance Party
Financial Indebtedness
Financial Statements
Group
Guarantee
Holding Company
Interest Payment Date
Interest Period
Legal Reservation
Margin
Material Adverse Effect
Overdraft
Overdraft Rate
Party
Permitted Security Interest
Potential Event of Default
Quotation Day
Reference Banks
Repayment Date
Security
Security Documents
Security Interest
Subsidiary
Tax
Total Commitments
Transaction Documents
Transfer Certificate
Unpaid Sum
Utilization
Utilization Date
Utilization Request
VAT
Facility Terms
Purpose
Conditions Precedent
Utilization
Interest
Fees
Tax Gross-Up
Increased Costs
Repayment
Prepayment
Cancellation
Security
Guarantee
Representations
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Changes to Parties
Payment Mechanics
Set-Off
Currency
Indemnities
Costs and Expenses
Disclosure
Confidentiality
Data Protection
Anti-Money Laundering
Sanctions Compliance
Notices
Calculations
Amendments and Waivers
Severability
Counterparts
Assignment
Third Party Rights
Governing Law
Jurisdiction
Service of Process
Banking
Financial Services
Retail
Manufacturing
Real Estate
Construction
Hospitality
Healthcare
Technology
Transportation
Energy
Telecommunications
Professional Services
Agriculture
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Banking
Credit Analysis
Operations
Account Management
Business Development
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Banking Manager
Credit Risk Manager
Legal Counsel
Compliance Officer
Relationship Manager
Account Manager
Credit Analyst
Financial Controller
Banking Operations Manager
Risk Assessment Officer
Corporate Finance Manager
Business Development Manager
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