Bridge Facility Agreement Template for the United Arab Emirates
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What is a Bridge Facility Agreement?
The Bridge Facility Agreement is utilized when a company requires immediate financing while arranging longer-term funding solutions. This document type is particularly relevant in the UAE market where rapid business growth and large-scale projects often necessitate interim financing solutions. The agreement must comply with UAE Federal Law No. 18 of 2017 (Commercial Transactions Law) and UAE Central Bank regulations, while potentially incorporating Sharia-compliant structures. It typically includes provisions for security, conditions precedent, drawdown mechanics, repayment terms, and detailed refinancing arrangements. The bridge nature of the facility means it includes specific provisions regarding take-out financing and refinancing obligations, with pricing that often incentivizes timely refinancing.
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About the Bridge Facility Agreement
A Bridge Facility Agreement establishes interim financing arrangements that provide immediate funding while you secure permanent financing solutions. Under United Arab Emirates law, this critical commercial document must comply with UAE Federal Law No. 18 of 2017 (Commercial Transactions Law) and Central Bank regulations, creating legally binding obligations between lenders, borrowers, and other parties involved in temporary credit arrangements.
When do you need this document?
You require a Bridge Facility Agreement when your business needs immediate capital but permanent financing arrangements are still being finalized. This commonly occurs during acquisition financing where you need funds to complete a purchase while arranging long-term debt, or during refinancing periods when existing facilities expire before new arrangements are in place. Real estate developers frequently use bridge facilities to fund construction phases before securing permanent project financing. Corporate restructuring situations also necessitate bridge financing to maintain operations while negotiating comprehensive debt restructuring agreements.
Key legal considerations
The agreement must clearly define facility terms, including principal amount, availability period, and pricing structures that typically incentivize prompt refinancing. Conditions precedent clauses require specific documentation and approvals before fund drawdown, protecting lender interests while ensuring borrower readiness. Security provisions establish collateral arrangements and guarantees, often requiring comprehensive security packages given the temporary nature of the facility. Refinancing obligations create binding commitments to secure permanent financing within specified timeframes, with potential penalties for delays. Default provisions must address various scenarios including refinancing failures, with enforcement mechanisms complying with UAE bankruptcy and commercial laws.
Legal requirements in United Arab Emirates
Bridge Facility Agreements in the UAE must comply with Federal Law No. 18 of 2017 governing commercial transactions and Federal Law No. 14 of 2018 regulating Central Bank operations. Corporate borrowers must demonstrate proper authority under Federal Decree Law No. 32 of 2021 (Commercial Companies Law), including board resolutions and shareholder approvals where required. Security arrangements must comply with UAE Civil Transactions Law No. 5 of 1985, ensuring proper creation and registration of security interests. For Sharia-compliant structures, the agreement must incorporate Islamic financing principles and obtain appropriate religious approvals. Documentation must be properly executed under UAE law, with consideration for local language requirements and notarization procedures. Interest rate provisions must comply with Central Bank regulations, while foreign exchange aspects require adherence to UAE monetary policies and reporting requirements.
GOVERNING LAW
Applicable law
This Bridge Facility Agreement is drafted to comply with United Arab Emirates law. Key legislation includes:
UAE Federal Law No. 14 of 2018 (UAE Central Bank Law): Regulates the Central Bank's role and banking activities, including lending operations and financial institutions' operations
UAE Federal Law No. 5 of 1985 (Civil Transactions Law): Contains fundamental principles of contract law, including formation, validity, and enforcement of contracts
UAE Federal Decree Law No. 32 of 2021 (Commercial Companies Law): Governs corporate borrowing capacity and corporate authority requirements for entering into facility agreements
UAE Federal Decree Law No. 9 of 2016 (Bankruptcy Law): Relevant for default scenarios and enforcement of security, affecting terms related to insolvency and default provisions
UAE Federal Law No. 4 of 2000 (Capital Markets Law): Relevant if the bridge facility involves any capital market elements or listed company borrowers
UAE Federal Law No. 20 of 2018 (Anti-Money Laundering Law): Imposes obligations regarding know-your-customer requirements and source of funds verifications
Federal Decree Law No. 19 of 2018 (Foreign Direct Investment Law): Relevant if the facility involves foreign lenders or borrowers, affecting ownership and security arrangements
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