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Mezzanine Loan Agreement
"I need a Mezzanine Loan Agreement under Dutch law for a €50M facility to finance the acquisition of a technology company, including provisions for conversion rights of up to 25% equity and PIK interest options, with closing targeted for March 2025."
1. Parties: Identification of the lender, borrower, and any guarantors
2. Background: Context of the mezzanine financing and its purpose
3. Definitions and Interpretation: Defined terms, construction rules, and Dutch law-specific interpretations
4. The Facility: Terms of the mezzanine loan, including amount, purpose, and ranking
5. Interest and Fees: Interest calculation, payment dates, default interest, and fees
6. Repayment and Prepayment: Repayment schedule, voluntary and mandatory prepayment provisions
7. Subordination and Intercreditor Provisions: Ranking of the mezzanine debt and relationship with other creditors
8. Security: Security package and enforcement rights
9. Representations and Warranties: Borrower's representations including Dutch law-specific confirmations
10. Information Undertakings: Financial and other information to be provided to the lender
11. Financial Covenants: Financial ratios and tests to be maintained
12. General Undertakings: Positive and negative covenants of the borrower
13. Events of Default: Default triggers and consequences
14. Changes to Parties: Transfer and assignment provisions
15. Administration: Payment mechanics, calculations, and notices
16. Governing Law and Enforcement: Dutch law as governing law and enforcement provisions
1. Equity Kicker: Terms of equity participation rights, used when the mezzanine includes equity-linked returns
2. Conversion Rights: Provisions for converting debt to equity, included when conversion features are part of the deal
3. PIK Interest Provisions: Detailed provisions for payment-in-kind interest, used when PIK interest is permitted
4. Warrants: Terms of warrant issuance and exercise, included when warrants are part of the financing package
5. Additional Security Provider Provisions: Used when third-party security providers are involved
6. Exit Fee Provisions: Detailed terms for exit fees, included when specific exit fees are negotiated
7. Board Observer Rights: Terms for lender's board observation rights, if applicable
1. Conditions Precedent: List of required documents and conditions for drawdown
2. Form of Drawdown Request: Template for requesting loan disbursements
3. Form of Compliance Certificate: Template for periodic compliance reporting
4. Security Documents: Forms of security agreements and pledges
5. Financial Covenant Calculations: Detailed methodology for financial covenant calculations
6. Repayment Schedule: Detailed amortization and payment schedule
7. Form of Transfer Certificate: Template for transferring loan participations
8. Existing Security and Permitted Financial Indebtedness: List of existing security interests and permitted debt
9. Group Structure Chart: Corporate structure of the borrower group
10. Form of Accession Deed: Template for additional parties joining the agreement
11. Interest Calculation Examples: Examples of interest calculations including PIK provisions
Authors
Account Bank
Additional Security Provider
Affiliate
Authorisation
Available Commitment
Available Facility
Break Costs
Business Day
Cash Interest
Cash Pay Interest Rate
Change of Control
Commitment
Compliance Certificate
Default
Default Interest Rate
Disposal
Disruption Event
Drawdown Date
Drawdown Request
EBITDA
Enforcement Event
Event of Default
Existing Security
Facility
Facility Office
Finance Documents
Financial Covenants
Financial Indebtedness
Financial Quarter
Financial Statements
Financial Year
Group
Guarantee
Holding Company
Increased Costs
Intercreditor Agreement
Interest Payment Date
Interest Period
Legal Reservation
Lender
Loan
Majority Lenders
Margin
Material Adverse Effect
Mezzanine Documents
Original Financial Statements
Participating Member State
Party
Perfection Requirements
Permitted Disposal
Permitted Financial Indebtedness
Permitted Security
PIK Interest
PIK Interest Rate
Qualifying Lender
Quarter Date
Quotation Day
Reference Banks
Repeating Representations
Representative
Security
Security Agent
Security Documents
Security Period
Senior Debt
Senior Facilities Agreement
Senior Lenders
Subordinated Debt
Subsidiary
Tax
Tax Deduction
Total Commitments
Transfer Certificate
Transfer Date
Unpaid Sum
Utilisation
VAT
Warrants
Interest Payments
Fees
Repayment
Prepayment
Security
Subordination
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Market Disruption
Tax Gross-up
Increased Costs
Set-off
Payment Mechanics
Changes to Parties
Notices
Calculations
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Enforcement
Jurisdiction
Process Agent
Intercreditor Provisions
Equity Kicker
Conversion Rights
Ranking
Distribution Rights
Assignment and Transfer
Accession
Agency Provisions
Account Bank Provisions
PIK Interest
Exit Rights
Board Rights
Information Rights
Senior Debt Restrictions
Private Equity
Real Estate
Infrastructure
Manufacturing
Technology
Healthcare
Retail
Energy
Financial Services
Telecommunications
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Development
Credit
Investment
Operations
Tax
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Investment Manager
Credit Officer
Risk Manager
Debt Fund Manager
Private Equity Director
Corporate Finance Manager
Restructuring Officer
Transaction Manager
Portfolio Manager
Compliance Officer
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