A Bridge Facility Agreement is a critical financing instrument used when companies require interim funding solutions, typically in situations where permanent financing arrangements are pending or being finalized. Under Dutch law, this document must comply with the Dutch Civil Code (Burgerlijk Wetboek) and the Financial Supervision Act (Wet op het financieel toezicht), among other regulations. The agreement outlines the temporary nature of the facility, usually ranging from a few months to a year, and includes detailed provisions on facility amount, interest rates, repayment terms, conditions precedent, and events of default. It's particularly useful in time-sensitive situations such as acquisitions, refinancing, or other corporate transactions where immediate funding is required but long-term financing is still being arranged. The document typically includes mechanisms for conversion or refinancing into permanent financing structures.

1. Parties: Identification of the borrower, lender(s), facility agent (if applicable), and any other parties to the agreement

2. Background: Brief recitals explaining the purpose of the bridge facility and context of the transaction

3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and rules of interpretation

4. The Facility: Core terms of the bridge facility including amount, purpose, and availability period

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown: Mechanics and procedures for requesting and making loans

7. Interest: Interest rate provisions, calculation periods, and payment terms

8. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment provisions

9. Tax Gross Up and Indemnities: Provisions dealing with tax implications and related indemnities

10. Increased Costs and Illegality: Provisions addressing changes in law or circumstances affecting the lenders' costs

11. Representations and Warranties: Borrower's representations and warranties

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

13. General Undertakings: Borrower's positive and negative covenants

14. Events of Default: Circumstances constituting default and consequences

15. Changes to Parties: Provisions regarding assignments and transfers

16. Payment Mechanics: Administrative provisions regarding payments

17. Set-off: Rights of set-off and counterclaim

18. Notices: Communication procedures between parties

19. Calculations and Certificates: Provisions regarding calculations and evidence of amounts due

20. Miscellaneous: Various boilerplate provisions

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