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Bridge Facility Agreement
"I need a Bridge Facility Agreement governed by Saudi Arabian law for a SAR 500 million secured facility to finance an acquisition, with multiple lenders and an Islamic structure, to be refinanced through a sukuk issuance by March 2025."
1. Parties: Identifies the parties to the agreement including the borrower(s), lender(s), and any agents
2. Background: Sets out the context and purpose of the bridge facility
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. The Facility: Details the type, purpose, and amount of the bridge facility
5. Conditions Precedent: Lists conditions that must be satisfied before drawdown
6. Drawdown: Procedures and requirements for utilizing the facility
7. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment
8. Interest and Fees: Specifies interest calculation, periods, and applicable fees
9. Tax Provisions: Addresses tax obligations and gross-up requirements
10. Increased Costs and Illegality: Provisions for dealing with changes affecting the facility
11. Representations and Warranties: Borrower's confirmations regarding its status and capacity
12. Information Undertakings: Requirements for financial and other information provision
13. General Undertakings: Positive and negative covenants of the borrower
14. Events of Default: Circumstances constituting default and consequences
15. Changes to Parties: Rules for transfers and assignments
16. Payment Mechanics: Procedures for making payments under the facility
17. Notices: Methods and requirements for formal communications
18. Calculations and Certificates: Rules for calculations and evidential value of certificates
19. Governing Law and Enforcement: Choice of law and jurisdiction provisions
1. Islamic Structure Provisions: Required if the facility needs to be Shariah-compliant, including specific Islamic financing structures
2. Security: Include if the facility is secured, detailing security package and enforcement
3. Guarantee: Required if there are guarantors supporting the borrower's obligations
4. Multiple Currency Provisions: Include if the facility can be drawn in multiple currencies
5. Accordion Feature: Optional provision allowing increase in facility amount
6. Agency Provisions: Required if facility involves multiple lenders with an agent
7. Take-out Provisions: Details of permanent financing arrangements that will refinance the bridge
8. Market Flex: Include for syndicated facilities with syndication requirements
9. Clear Market: Include if borrower needs to restrict other financing activities during bridge period
1. Conditions Precedent: Detailed list of required documents and conditions
2. Form of Drawdown Request: Template for borrower to request utilization
3. Form of Transfer Certificate: Template for transferring commitments between lenders
4. Repayment Schedule: If applicable, detailed repayment dates and amounts
5. Form of Compliance Certificate: Template for periodic compliance certification
6. Form of Accession Deed: Template for additional parties to accede to the agreement
7. Security Documents: List and/or forms of security documents if facility is secured
8. Existing Financial Indebtedness: Details of borrower's permitted existing debt
9. Form of Islamic Declaration/Undertaking: If applicable, Shariah compliance undertakings
10. Fee Letters: Forms of separate fee arrangements
Authors
Availability Period
Break Costs
Business Day
Change of Control
Commitment
Compliance Certificate
Default
Disruption Event
Drawdown Date
Drawdown Request
Event of Default
Facility
Facility Office
Fee Letter
Finance Documents
Finance Parties
Financial Indebtedness
Financial Statements
Financing Costs
FCCL (Financial Covenant Compliance Letter)
Governing Law
Group
Guarantee
Guarantor
Holding Company
Increased Costs
Interest Period
Islamic Facility
Legal Reservation
Lender
Margin
Material Adverse Effect
Murabaha
Obligor
Original Financial Statements
Outstanding Amount
Permanent Financing
Permitted Security
Potential Event of Default
Profit Rate
Quarter Date
Quotation Day
Reference Banks
Repeating Representations
Replacement Lender
Representatives
SAR (Saudi Arabian Riyal)
SAMA
Sanctions
Security
Security Agent
Security Documents
Shariah Committee
Shariah Principles
Subsidiary
Take-out Financing
Tax
Total Commitments
Transaction Documents
Transfer Certificate
Transfer Date
Unpaid Sum
Utilisation
Zakat
Facility Terms
Conditions Precedent
Drawdown
Interest and Profit
Islamic Structure
Repayment
Prepayment
Cancellation
Tax Gross-up
Increased Costs
Fees and Expenses
Representations and Warranties
Information Covenants
Financial Covenants
General Undertakings
Events of Default
Security
Set-off
Assignment and Transfer
Agency
Take-out Financing
Payment Mechanics
Costs and Expenses
Indemnities
Currency
Amendments and Waivers
Confidentiality
Counterparts
Severability
Notices
Calculations
Governing Law
Dispute Resolution
Enforcement
Shariah Compliance
Banking & Finance
Real Estate & Construction
Energy & Natural Resources
Infrastructure
Healthcare
Telecommunications
Manufacturing
Retail
Technology
Transportation & Logistics
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Development
Investment Banking
Credit
Islamic Finance
Project Finance
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Compliance Officer
Financial Controller
Investment Manager
Banking Relationship Manager
Credit Risk Manager
Shariah Compliance Officer
Transaction Manager
Corporate Finance Manager
Project Finance Manager
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