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A Bridge Facility Agreement is commonly used in Indonesian financial transactions when companies require immediate financing while arranging longer-term funding solutions. This document type is particularly relevant in acquisition financing, project development, or refinancing scenarios where timing gaps need to be addressed. The agreement must comply with Indonesian banking regulations, including OJK Regulation No. 40/POJK.03/2019 and relevant Bank Indonesia regulations. It typically includes provisions for security creation under Indonesian law (if secured), mandatory prepayment mechanisms, and specific requirements for corporate authorizations. The document addresses both the temporary nature of the facility and the anticipated takeout or refinancing event, while ensuring compliance with Indonesian foreign investment regulations if international lenders are involved.

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

2. Background: Context of the bridge facility, including purpose and anticipated refinancing or repayment event

3. Definitions and Interpretation: Definitions of terms used and interpretation rules, including Indonesian law-specific terms

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

5. Conditions Precedent: Conditions to be satisfied before drawdown, including Indonesian-specific requirements

6. Drawdown: Procedures and requirements for utilization of the facility

7. Repayment and Prepayment: Terms for repayment, including mandatory prepayment upon refinancing event

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

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

10. Tax Provisions: Tax obligations and gross-up provisions under Indonesian tax laws

11. Increased Costs and Illegality: Provisions for changes in law or circumstances affecting the facility

12. Representations and Warranties: Standard and Indonesian-specific representations and warranties

13. Information Undertakings: Information to be provided to lenders, including regulatory reporting requirements

14. Financial Covenants: Financial maintenance covenants and calculations

15. General Undertakings: Positive and negative covenants, including Indonesian regulatory compliance

16. Events of Default: Default triggers and consequences

17. Changes to Parties: Transfer and assignment provisions, considering Indonesian banking regulations

18. Administration: Facility agent provisions if applicable and payment mechanics

19. Governing Law and Enforcement: Indonesian law as governing law and enforcement provisions

20. Language: Dual language requirements and prevailing language provisions