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The Overfacility Agreement is utilized when a borrower requires additional credit facilities beyond their existing arrangements, typically for business expansion, working capital needs, or specific project financing. This document, governed by Swiss law, establishes the comprehensive framework for such additional facilities, including detailed terms for utilization, repayment, security (if applicable), and ongoing obligations of all parties. The agreement must comply with Swiss banking regulations, financial market supervision requirements, and relevant provisions of the Swiss Code of Obligations. It's particularly important that the Overfacility Agreement clearly delineates its relationship with existing facilities and establishes robust mechanisms for facility administration, monitoring, and enforcement. The document typically includes extensive provisions for representations, warranties, and covenants to protect the lender's interests while providing the borrower with clear operational parameters.

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: Definitions of key terms and interpretation rules for the agreement

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

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

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

11. General Undertakings: Borrower's operational and financial covenants

12. Events of Default: Circumstances constituting default and consequences

13. Changes to Parties: Rules for assignments, transfers, and substitution of parties

14. Administration: Administrative provisions including calculations and payments

15. Notices: Communication requirements and contact details

16. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions