Bridge Loan Agreement

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A Bridge Loan is a short-term loan given from a financier to a borrower.  A Bridge Loan Agreement is an agreement between a financier, and a borrower that governs the lending terms of interim financing to the borrower by the financier.  The form contains standard clauses, however, additional terms and conditions may be added making it fully customizable to fit the needs of the user.  This agreement is most useful for a financier or borrower who wants to enter into a Bridge Loan Agreement.

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									A Bridge Loan is a short-term loan given from a financier to a borrower. A Bridge Loan
Agreement is an agreement between a financier, and a borrower that governs the
lending terms of interim financing to the borrower by the financier. The form contains
standard clauses, however, additional terms and conditions may be added making it
fully customizable to fit the needs of the user. This agreement is most useful for a
financier or borrower who wants to enter into a Bridge Loan Agreement.
                          BRIDGE LOAN AGREEMENT

This Bridge Loan Agreement is made as of ____________, _________ between
_________________, a ___________ corporation formerly known as ______________
Corporation (the "Company"), and the investors listed on the SCHEDULE OF
INVESTORS attached hereto (the "Investors").

Pursuant to a certain Investment Agreement dated as of ____________, _________, the
Investors provided letters of credit and certificates of deposit as security for the Company's credit
facility with __________Bank, and received stock in the Company. The Investors also were
granted additional rights with respect to the Company and its other shareholders under the
Investment Agreement, a Put Agreement between the Company and the Investors, a Share
Escrow Agreement between the Company, the Investors, and ________________ (as escrow
agent), and a Subordination Agreement between the Company and its other shareholders (the
"Shareholder Subordination Agreement"), each of which was dated as of
_________, ___________.
Comment: This Agreement is very specific….note the above paragraph. From a marketing
point of view, this would not be saleable since it applies only to those who have almost exactly
the same agreements with investors. See below also. Great agreement though.
Management of the Company is now investigating the potential for a new equity investment or
sale of the Company, but will not be able to complete any such transaction without an immediate
infusion of short-term working capital. In order to provide for this need, the Investors and the
Company are now entering into a bridge loan in the aggregate amount of $__________, and
related transactions, on the terms of this Agreement.

The Company is also anticipating possible additional bridge loans aggregating
$_______________ or less by certain other persons identified in the SCHEDULE OF
POSSIBLE ADDITIONAL INVESTORS (the "Additional Investors") attached hereto and
possible further bridge loans by others who are presently shareholders of the Company (the
"Other Shareholder Investors") in the amount of not more than $____________ for each such
Other Shareholder Investor (in each case, with the purchase of nonvoting shares with put). There
is no assurance that any Additional Investor or any Other Shareholder Investor will make any
such additional bridge loan, and the obligations of the Company and the Investors under this
Bridge Loan and the instruments and agreements contemplated herein are not conditioned upon
the making of any such additional bridge loan.
Comment: Again, notice the above…..very specific (purchase of nonvoting share with put)
In consideration of the mutual covenants contained in this Agreement,
it is agreed as follows:

1. INITIAL BRIDGE TRANSACTION. Concurrently with execution of this                Agreement,
each Investor will deliver to the Company funds equal to      the "Loan Amount" listed on the
Schedule of Investors, plus (as      consideration for purchase of the Shares) funds equal to
$______ times      the "Share Amount" listed on the Schedule of Investors. Upon receipt of the
funds, the Company will issue to each Investor:
(a) a Senior Promissory Note in the form attached as EXHIBIT A (which, with any notes on
substantially the same terms that may be issued to any or all of the Additional Investors or the
Other Shareholder Investors under bridge loan agreements on substantially the same terms as
contained in this Agreement, are herein called the "Senior Notes"), in a principal amount equal to
the "Loan Amount" listed on the Schedule of Investors;

(b) a number of shares of the nonvoting common stock, par value$______ per share, of the
Company (the "Shares") equal to the "Share Amount" listed on the Schedule of Investors; and

(c) a Put Agreement in the form attached as EXHIBIT B.

2. ADDITIONAL BRIDGE TRANSACTION. Each Investor acknowledges and agrees
that one or more or all of the Additional Investors and of the Other Shareholder Investors may
participate in additional bridge loans to the Company (and the purchase of nonvoting shares with
put) on term essentially equivalent to those herein extended to the Investors.

3. SUBORDINATION.

(a) All indebtedness of the Company to the Investors, and all other rights of the Investors under
the Investment Agreement, the Put Agreement, the Share Escrow Agreement, and the
Shareholder Subordination Agreement (collectively the "________Rights"), are hereby made
subordinate and junior to the Senior Indebtedness (as defined below). Upon

(1) any distribution of all or substantially all of the assets of the Company, or

 (2) any payment or distribution of assets of the Company of any kind or character, whether in
cash, property, or securities, to creditors in connection with any dissolution, winding-up, total or
partial liquidation or reorganization of the Company, all principal and interest due or to become
due upon all Senior Indebtedness will first be paid in full before any Investor will be entitled to
receive any payments or retain any assets so paid or distributed with respect to the
_________Rights; and the Investors irrevocably authorize and direct the Company to effect all
payments required by this sentence.

 (b) For purposes of this Agreement, "Senior Indebtedness" means all principal, premium,
interest, costs and other amounts due in respect of the Senior Notes (and all renewals, extensions,
refundings, refinancings and replacements of such obligations).

   (c) Nothing in this Agreement will impair the Company's obligation to any Investor to pay
such Investor in accordance with the terms of the _______Rights. No claim or right of any
Investor is subordinated hereby to any claim against the Company by any
      other person except to the extent expressly provided in this Agreement.

(d) The provisions of this section will terminate upon payment to the holder of each Senior
Note of an amount equal to the principal amount of each Senior Note.




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4.   COMPANY'S REPRESENTATIONS AND COVENANT.                           The Company represents,
warrants and covenants to each Investor as follows:

 (a) the Company has entered into the bridge transaction after careful consideration of all
alternatives;

 (b) the Company is aware of the potential return to the Investors pursuant to the bridge
transaction, and acknowledges that the amount of the potential return to the Investors
appropriately reflects the risk inherent in the bridge transaction; and

(c) the Company hereby covenants not to assert a defense of usury to any action by an Investor
to collect any amount due under aSenior Note or the Put Agreement.

(d) Company has the corporate authority to enter into this Agreement and to perform its
obligations hereunder. The execution and delivery by the Company of this Agreement and the
consummation by the Company of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of the Company. This Agreement has
been duly executed and delivered by the Company and constitute valid and binding obligations
of the Company enforceable against it in accordance with its terms, subject to the effects of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and to the application of equitable principles in any proceeding (legal
or equitable).

(e) The execution, delivery and performance by the Company of this Agreement and the
consummation of the transactions contemplated hereby do not and will not breach or constitute a
default under any applicable law or regulation or of any agreement, judgment, order, decree or
other instrument binding on the Company which breach or default could reasonably by expected
to have a material adverse effect on the Company.

(f) Company is in material compliance with all applicable laws, regulations, judgments, decrees
and orders material to the conduct of its business.

(g) There is no pending, or to the knowledge of the Company, threatened, judicial,
administrative or arbitral action, claim, suit, proceeding or investigation which might affect the
validity or enforceability of this Agreement or which involves the Company and which if
adversely determined, could reasonably be expected to have a material adverse effect on the
Company.

(h) No consent or approval of, or exemption by, or filing with, any party or governmental or
public body or authority is required in connection with the execution, delivery and performance
under this Agreement or the taking of any action contemplated hereunder.

(i) The execution, delivery and performance of this Agreement by the Company and the
consummation of the transactions contemplated hereunder will not: (i) violate any provision of
the Company's articles of incorporation or bylaws, (ii) violate, conflict with or result in the
breach of any of the terms of, result in a material modification of the effect of, otherwise, give



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any other contracting party the right to terminate, or constitute (or with notice or lapse of time or
both constitute) a default under, any contract or other agreement to which the
Company is a party or by or to which the Company or any of the Company's assets or properties
may be bound or subject, (iii) violate any order, judgment, injunction, award or decree of any
court, arbitrator or governmental or regulatory body by which the Company, or the assets or
properties of the Company are bound, (iv) to the Company's knowledge, violate
any statute, law or regulation.

(j) there has been no material change in the capitalization, assets, or liabilities of the Company
since the issuance of the financial statements, for the period ending _________, _________,
delivered to Investor.


5.  INVESTORS' REPRESENTATIONS.                     Each Investor represents and warrants tothe
Company as follows:

   (a) the Investor is an "accredited investor" within the meaning of Regulation D under the
Securities Act of 1933, as amended (the "Securities Act");

(b) the Investor is acquiring the Shares for its own account for purposes of investment, and not
with a view toward the sale or other distribution thereof,

 (c) the Investor has received or had access to all information it deems necessary to make a
judgment with respect to the acquisition of the Shares, including the opportunity to ask questions
of and discuss the Company's business with management of the Company;

   (d) the Investor understands that the Shares must be held
indefinitely unless registered under the Securities Act or unless an exemption from registration
exists, that no public market now exists for the Shares, and that there may never exist a public
market for the Shares; and

 (e) the Investor understands that the Shares have not been registered under the Securities Act
(on the ground that the sale of the Shares is exempt from registration as not involving a public
offering), and that the reliance of the Company on such exemption is based upon the
representations made in this section.

(f) The Investor has prior substantial investment experience and has had the opportunity to
engage the services of an investment advisor, attorney or accountant to read all of the documents
furnished or made available by the Company to the Investor in connection with this investment
and to evaluate the merits and risks of this investment.


6. RESTRICTED SECURITIES. The Shares have not been registered under the Securities
Act or any state securities law, and are not transferable except pursuant to

(a) a public offering registered under the Securities Act, or



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 (b) subject to the conditions specified in the following subsection, Rule 144 of the Securities
and Exchange Commission (if available), or any other legally available means of transfer.

In connection with the transfer of any Shares (except in a registered public offering), the Investor
shall deliver to the Company written notice describing the proposed transfer in reasonable detail,
together with an opinion of counsel which (to the Company’s reasonable satisfaction) is
knowledgeable in securities law matters, to the effect that such transfer may be effected without
registration or qualification of such Shares under the Securities Act or applicable state securities
laws. The Investor shall not transfer the certificates representing the Shares until the transferee
has confirmed to the Company in writing its agreement to be bound by the conditions contained
in this section. Any person acquiring any securities of the Company from any Investor shall,
upon acquiring such securities, become bound by the terms of this Agreement, and the transfer of
such securities shall not be made on the books of the Company until a copy of this Agreement
has been executed by such person. Failure or refusal of the transferee to sign this Agreement
shall not relieve such person from any obligations under this Agreement.

7. NOTICES. All notices, reports, and other communications to either Party shall be made in
writing and sent either by certified or registered mail, return receipt requested and postage
prepaid, or by courier, hand delivery, facsimile, or electronic mail to the address set forth at the
beginning of this Agreement or to such other addresses as the Parties may designate by written
notice from time to time.

8. SEVERABILITY. If any one or more of the provisions contained in this Agreement shall be
found invalid, illegal or unenforceable under any applicable law, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be effected or
impaired. Notwithstanding, the Parties shall in good faith negotiate and agree upon alternative
language to replace the offending provisions such that the intention of the Parties in entering into
this Agreement is retained.


9. GENERAL. This Agreement will be governed by the laws of the State of
___________. Each of the parties consents to the jurisdiction of the federal courts whose
districts encompass any part of the __________ or the state courts of the ______________ in
connection with any dispute arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection based on forum non coveniens,
to the bringing of any such proceeding in such jurisdictions.
This Agreement will be binding upon the personal representatives, successors and assigns of the
parties hereto, but will not be assignable without the prior written consent of the non-assigning
party. This Agreement constitutes the entire agreement between the parties and may not be
waived or modified except in writing. This Agreement may be executed in any number of
counterparts, each of which will be an original and all of which together will be one instrument.
The headings used in this Agreement are for convenience only and will not affect the
interpretation hereof.




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IN WITNESS WHEREOF, the parties have executed this Bridge Loan Agreement as of the date
first set forth above.

____________________________                       ____________________________

By: ____________________                           By: ____________________
_______________________                            _______________________
________________________                           _______________________


________________________________


By: ____________________                           By: ____________________
_______________________                            _______________________
________________________                           _______________________



OVERALL COMMENT: I did not spend much time on this Agreement since it is so specific
and designed for a specific situation that does not lend itself to your marketing.




                   SCHEDULE OF INVESTORS



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NAME AND ADDRESS                              SHARE AMOUNT     LOAN AMOUNT

1.        _________________                   ______________   _______________
2.        _________________                   ______________   _______________
3.        _________________                   ______________   _______________
4.        _________________                   ______________   _______________
5.        _________________                   ______________   _______________
6.        _________________                   ______________   _______________
7.        _________________                   ______________   _______________




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           SCHEDULE OF POSSIBLE ADDITIONAL INVESTORS
          SHARING UP TO $___________ IN LOAN PRINCIPAL AND
              ______________ SHARES AMONG THEM


NAME AND ADDRESS                              SHARE AMOUNT     LOAN AMOUNT

1.        _________________                   ______________   _______________
2.        _________________                   ______________   _______________
3.        _________________                   ______________   _______________
4.        _________________                   ______________   _______________
5.        _________________                   ______________   _______________
6.        _________________                   ______________   _______________
7.        _________________                   ______________   _______________




                                                 EXHIBIT A



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                                   SENIOR PROMISSORY NOTE

    THIS NOTE HAS NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
 OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
 NOTE MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT
     AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR
              EXEMPTION OR SAFE HARBOR THEREFROM.


$___________                                         _____________, ______

    ______________, a ___________corporation ("Maker"), hereby promises to pay to ------------
----------------------------- ("Holder"), at --------------------------------------------- or at such other
address as may be specified by Holder, the principal sum of _____________ Dollars
($________________), together with interest as described below, in lawful money of the United
States of America.

The principal indebtedness evidenced by this Note shall earn interest at the rate of
_____________ percent (______%) per annum. Principal and interest shall be paid in three
monthly installments of $___________ each, commencing on _____________, _________, and
continuing on the first day of each of the subsequent three months, with the entire balance of
principal and accrued interest being due and payable on ____________, __________.

This Note may be prepaid in full, but not in part, at any time, subject to a prepayment penalty
equal to the difference obtained by subtracting (1) all amounts paid on this Note to and including
the prepayment from (2) all amounts that would have been paid on this Note had payment been
made only as and when scheduled in the preceding sentence.

Upon failure of Maker to pay any installment in full when due, Holder may, by notice to Maker,
accelerate the obligation of Maker to pay the entire balance of this Note, and upon such
acceleration there shall be due to Holder such amount as would be due if the Note had been
prepaid in accordance with the preceding paragraph on the date notice of acceleration was given
by Holder.

The principal amount of this Note is "Senior Indebtedness" as defined in the Bridge Loan
Agreement dated the date hereof among Maker, Holder and certain other investors in Maker.

This Note is registered on the books of Maker and is transferable only by surrender thereof at the
principal office of Maker, duly endorsed or accompanied by a written instrument of transfer
executed by the registered Holder of this Note. Payment of or on account of principal and
interest on this Note shall be made only to or upon the order in writing of the registered Holder.

The provisions of this Note and of all agreements now or hereafter existing between Maker and
Holder are hereby expressly limited so that in no event whatever shall the amount paid or agreed
to be paid to Holder for the use, forbearance or detention of the sums evidenced by this Note



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exceed the maximum amount permissible under applicable law. If from any circumstance
whatever the performance or fulfillment of any provision of this Note, or of any other agreement
between Maker and Holder, should involve or purport to require any payment in excess of the
limit prescribed by law, then the obligation to be performed or fulfilled is hereby reduced to the
limit of such validity, and if from any circumstance whatever Holder should ever receive as
interest an amount which would exceed the highest lawful rate, then the amount which would be
excessive interest shall be applied to the reduction of principal (or, at Maker's option, be paid
over to Maker) and shall not be counted as interest.

The Maker shall be entitled to withhold from all payments of principal of, and interest on, this
Note any amounts required to be withheld under the applicable provisions of the United States
income tax laws or other applicable laws at the time of such payments, and Holder shall execute
and deliver all required documentation in connection therewith.

No recourse shall be had for the payment of the principal of, or the interest on, this Note, or for
any claim based hereon, or otherwise in respect hereof, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Maker or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part
of the consideration for the issue hereof, expressly waived and released.


 The Holder of the Note, by acceptance hereof, agrees that this Note is being acquired for
investment and that such Holder will not offer, sell or otherwise dispose of this Note except
under circumstances which will not result in a violation of the Act or any applicable state Blue
Sky or foreign laws or similar laws relating to the sale of securities.


Nothing contained in this Note shall be construed as conferring upon the Holder the right to vote
or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting
of shareholders or any rights whatsoever as a shareholder of the Maker, unless and to the extent
converted in accordance with the terms hereof.

   Maker hereby waives presentment, protest, demand or notice of any kind in connection with
any failure to pay when due the indebtedness evidenced by this Note. If Maker fails to pay the
indebtedness when due, Maker agrees to pay Holder's reasonable legal fees and expenses
incurred in connection with the enforcement of this Note.

Regardless of the place of its execution, this Note shall be construed in accordance with the laws
of the State of ____________.


IN WITNESS WHEREOF, the Maker has caused this instrument to be duly executed by an
officer thereunto duly authorized.

                        __________________,



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                        a _______________ corporation

                        By:----------------------------------
                         _____________, _____________




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                                          EXHIBIT B
                                             TO
                                   BRIDGE LOAN AGREEMENT

                                          PUT AGREEMENT

   This Put Agreement is made as of _________, ___________ between ________________, a
______________ corporation (the "Company"), and the investors listed on the signature pages
hereof (the "Investors").

   The Investors have purchased from the Company an aggregate of _______________ shares of
the nonvoting common stock, par value $______ per share, of the Company (the "Shares"),
pursuant to the Bridge Loan Agreement between the
Investors and the Company dated the date hereof (the "Bridge Loan Agreement"). As a
condition of the purchase, the Company has agreed to grant the Investors an option to sell all or
part of the Shares to the Company on the terms of this Agreement. In consideration of the
Bridge Loan Agreement, and for other valuable consideration, it is agreed as follows:

1 GRANT OF PUT. The Company grants to each Investor an option (the "Put"), subject to the
conditions of this Agreement, to sell to the Company all or part of the Shares held by such
Investor during the Exercise Period (as defined below), at a price of $__________ per share (as
adjusted pursuant to section 4).

2   EXERCISE OF PUT.

   (a) The Put shall be exercisable only by giving notice of exercise to the Company during a
____-day period beginning on ______________, ________ (the "Exercise Period"), specifying
the number of shares as to which the Put is exercised. If not exercised within the Exercise
Period, the Put shall expire at _________, ____________ time on the last day of the Exercise
Period.

   (b) Within ____ days after the end of the Exercise Period, the Company shall tender payment
in full for the shares as to which the Put is exercised (plus any accumulated but unpaid
dividends), in immediately available funds, against delivery to the principal offices of the
Company of certificates representing the shares, accompanied by executed stock powers in
proper form for transfer, free and clear of all liens, claims, and encumbrances.

3 TERMINATION. The Put shall terminate upon completion of the transactions described in
the preceding section.

4 ADJUSTMENT. In the event of any recapitalization, stock split, combination of shares, or
stock dividend, any shares into which the Shares are converted shall be subject to the Put, and
appropriate adjustment shall be made in the purchase price of the Put.

5     Notices. All notices under this Agreement shall be in writing and deemed given upon
receipt, by (1) personal delivery, (2) telephonically confirmed fax, receipted courier service or



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(4) certified or registered mail, return receipt requested, addressed to the principal office of the
Company (if to the Company), or to the address shown on the shareholder records of the
Company (if to an Investor). Refusal to accept delivery shall be deemed receipt.

6 GENERAL. This Agreement shall be governed by the laws of the State of ___________.
This Agreement shall be binding upon the personal representatives, successors and assigns of the
parties hereto, but shall not be assignable without the prior written consent of the non-assigning
party. This Agreement constitutes the entire agreement between the parties and may not be
waived or modified except in writing. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which together shall be one instrument.

The headings used in this Agreement are for convenience only and shall not affect the
interpretation hereof.

[Signatures follow.]

   IN WITNESS WHEREOF, the parties have executed this Put Agreement as of the date first
written above.

____________________________                              ____________________________

By: ____________________                                  By: ____________________
_______________________                                   _______________________
________________________                                  _______________________


________________________________


By: ____________________                                  By: ____________________
_______________________                                   _______________________
________________________                                  _______________________




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