Bridge Facility Agreement Template for Germany

Bridge Facility Agreements are utilized when companies require interim financing to cover immediate capital needs while arranging permanent financing solutions. This document type is particularly relevant in time-sensitive situations such as acquisitions, refinancing, or project development where permanent financing is pending. Under German law, a Bridge Facility Agreement must comply with specific banking regulations, civil code requirements, and security interest laws. The agreement typically includes detailed provisions regarding drawdown mechanics, interest calculations, repayment terms, and security arrangements. It also addresses the temporary nature of the facility by incorporating refinancing obligations or conversion rights, ensuring a clear path to permanent financing while maintaining legal certainty under German jurisdiction.

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

2. Background: Context of the bridge facility, including purpose and relationship to any permanent financing

3. Definitions and Interpretation: Key terms, construction rules, and German law-specific definitions

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

5. Conditions Precedent: Documents and conditions required 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: Interest calculation, periods, and payment provisions

9. Fees: Commitment fees, arrangement fees, and other applicable charges

10. Tax Gross Up and Indemnities: Tax-related provisions and associated indemnities

11. Increased Costs and Illegality: Provisions for dealing with changes affecting the facility

12. Representations and Warranties: Borrower's confirmations and statements of fact

13. Information Undertakings: Obligations to provide financial and other information

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

15. Events of Default: Circumstances allowing acceleration and enforcement

16. Changes to Parties: Transfer and assignment provisions

17. Payment Mechanics: Administrative provisions for payments

18. Set-off: Rights of set-off under German law

19. Notices: Communication procedures and requirements

20. Calculations and Certificates: Administrative provisions for calculations

21. Governing Law and Enforcement: Choice of German law and jurisdiction provisions