Overfacility Agreement Template for Netherlands

The Overfacility Agreement is a crucial financial instrument in Dutch banking practice, designed to provide flexibility in credit arrangements while maintaining regulatory compliance. This document is typically used when a borrower requires temporary access to credit beyond their standard facility limits, often due to seasonal business fluctuations, extraordinary business opportunities, or temporary working capital needs. The agreement must comply with Dutch financial regulations, including the Financial Supervision Act and the Dutch Civil Code, while also adhering to European banking standards. The document comprehensively outlines facility limits, utilization mechanics, pricing structures, covenant packages, and security requirements, making it essential for both financial institutions and corporate borrowers operating in the Netherlands.

1. Parties: Identification of the lender(s), borrower(s), and any guarantors or security providers

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

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

4. The Facility: Core terms of the overfacility including amount, purpose, and conditions for utilization

5. Conditions Precedent: Conditions that must be satisfied before the facility becomes available

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

7. Interest and Fees: Interest calculation, payment terms, and applicable fees

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

9. Tax Provisions: Tax-related obligations and gross-up provisions

10. Representations and Warranties: Statements of fact and assurances given by the borrower

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

12. Financial Covenants: Financial ratios and tests that the borrower must maintain

13. General Undertakings: General obligations and restrictions on the borrower's activities

14. Events of Default: Circumstances that trigger default and lender's enforcement rights

15. Changes to Parties: Rules for assignments, transfers, and changes to the parties

16. Administration: Administrative provisions, including notices and calculations

17. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions