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The Bridge Facility Agreement is essential in situations requiring rapid access to substantial financing, particularly in time-sensitive transactions such as acquisitions, refinancing, or other strategic corporate actions. It serves as a temporary financing solution until longer-term funding can be arranged, typically through bonds, term loans, or other permanent financing structures. Under Belgian law, these agreements must comply with specific financial regulations, including the Financial Law of 2002 and the Banking Law of 2014. The document typically includes detailed provisions on facility terms, conditions precedent, representations and warranties, covenants, and events of default, all tailored to Belgian legal requirements. The agreement also addresses security interests, which must comply with Belgian security and collateral laws, and includes specific Belgian law requirements such as effective interest rate disclosures.

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

2. Background: Context of the bridge facility, including purpose and intended refinancing

3. Definitions and Interpretation: Defined terms and interpretation principles used throughout the agreement

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

5. Conditions Precedent: Documents and conditions required before drawdown

6. Utilisation: Process and requirements for drawing down the facility

7. Repayment and Prepayment: Terms for repayment, mandatory and voluntary prepayment provisions

8. Interest: Interest calculation, periods, and payment terms

9. Fees: All applicable fees including arrangement, commitment, and exit fees

10. Tax Gross Up and Indemnities: Tax-related provisions and indemnification obligations

11. Increased Costs: Provisions for dealing with changes in costs due to regulatory changes

12. Representations and Warranties: Standard and transaction-specific representations

13. Information Undertakings: Requirements for financial and other information provision

14. General Undertakings: Positive and negative covenants

15. Events of Default: Circumstances constituting default and consequences

16. Changes to Parties: Transfer and assignment provisions

17. Administration: Administrative provisions including payment mechanics

18. Governing Law and Enforcement: Choice of Belgian law and enforcement provisions