Overfacility Agreement Template for Ireland

The Overfacility Agreement is utilized when a borrower requires additional credit facilities beyond their existing arrangements, typically due to business expansion, working capital needs, or specific project requirements. This document, governed by Irish law, sets out the comprehensive framework for the additional facility, including detailed terms of lending, security arrangements, and compliance requirements. The agreement must conform with Irish financial regulations, particularly the Central Bank Act and related financial services legislation. The document typically includes specific provisions addressing facility limits, drawdown mechanisms, interest calculations, repayment terms, and security arrangements. It's essential for businesses seeking additional financing while maintaining compliance with Irish regulatory requirements and protecting both lender and borrower interests.

1. Parties: Identifies the lender(s) and borrower(s) and their registered addresses

2. Background: Sets out the context of the agreement, including reference to existing facilities and the purpose of the overfacility

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. The Facility: Details the nature, amount, and purpose of the overfacility

5. Conditions Precedent: Lists the conditions that must be satisfied before the overfacility becomes available

6. Utilisation: Sets out the process and requirements for drawing down the overfacility

7. Interest: Specifies interest rates, calculation methods, and payment terms

8. Repayment and Prepayment: Details when and how the overfacility must be repaid and any prepayment provisions

9. Representations and Warranties: States the borrower's representations and warranties

10. Information Undertakings: Specifies ongoing information and reporting requirements

11. Financial Covenants: Sets out the financial ratios and tests the borrower must maintain

12. General Undertakings: Lists the general obligations and restrictions on the borrower's activities

13. Events of Default: Defines circumstances that constitute default and their consequences

14. Changes to Parties: Addresses assignment and transfer provisions

15. Administration: Covers operational aspects like payments, calculations, and notices

16. Governing Law and Jurisdiction: Specifies Irish law as governing law and jurisdiction for disputes