Overfacility Agreement for Malta

Overfacility Agreement Template 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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What is a Overfacility Agreement?

The Overfacility Agreement is a crucial financial instrument used when a borrower requires flexible access to credit beyond their standard facility limits. This document, governed by Maltese law, establishes the legal framework for an overdraft facility that allows the borrower to withdraw funds exceeding their account balance up to a predetermined limit. The agreement comprehensively addresses credit terms, security arrangements (if any), regulatory compliance requirements, and the rights and obligations of all parties involved. It is particularly important in commercial banking relationships and must comply with Maltese banking regulations, including the Banking Act and Financial Institutions Act. The document includes specific provisions for interest calculation, fees, utilization procedures, and default scenarios, making it essential for both financial institutions and businesses seeking flexible financing solutions.

What sections should be included in a Overfacility Agreement?

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

What sections are optional to include in a Overfacility Agreement?

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

What schedules should be included in a Overfacility Agreement?

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

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

Relevant legal definitions
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Banking

Financial Services

Retail

Manufacturing

Real Estate

Construction

Hospitality

Healthcare

Technology

Transportation

Energy

Telecommunications

Professional Services

Agriculture

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Banking

Credit Analysis

Operations

Account Management

Business Development

Relevant Roles

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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