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Mezzanine Loan Agreement for United Arab Emirates

Mezzanine Loan Agreement Template for United Arab Emirates

A comprehensive template for mezzanine financing arrangements under UAE law, incorporating both conventional financing principles and considerations for Sharia compliance. The agreement establishes the terms for subordinated debt financing that typically sits between senior debt and equity in the capital structure. It includes detailed provisions for security arrangements, interest calculations compliant with UAE regulations, conversion rights, and enforcement mechanisms specific to the UAE jurisdiction. The document addresses the unique aspects of UAE commercial and banking laws while providing flexibility for customization based on specific transaction requirements.

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Mezzanine Loan Agreement

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What is a Mezzanine Loan Agreement?

The Mezzanine Loan Agreement Template is designed for use in the United Arab Emirates, where financing arrangements must navigate both conventional banking practices and Sharia law considerations. This template is typically employed when companies seek financing that bridges the gap between senior debt and equity, offering flexible terms and potentially including equity-like features such as profit participation or conversion rights. The document addresses key UAE regulatory requirements, including the UAE Federal Law No. 18 of 1993 (Commercial Code) and Federal Law No. 14 of 2018 (Central Bank Law), while providing a framework for security interests, intercreditor relationships, and enforcement mechanisms. The template is structured to accommodate various business sectors and transaction sizes, with particular attention to UAE-specific security perfection requirements and enforcement procedures.

What sections should be included in a Mezzanine Loan Agreement?

1. Parties: Identifies the lender, borrower, and any guarantors or security providers

2. Background: Sets out the context of the transaction and basic commercial terms agreed

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. The Facility: Details the loan amount, purpose, and availability

5. Conditions Precedent: Lists conditions that must be satisfied before drawdown

6. Drawdown: Specifies drawdown mechanics and procedures

7. Interest: Sets out interest calculation, periods, and payment terms (structured to comply with UAE law)

8. Repayment: Details repayment schedule and mechanisms

9. Prepayment: Covers voluntary and mandatory prepayment provisions

10. Security: Describes security package and ranking

11. Representations and Warranties: Lists borrower's representations and warranties

12. Covenants: Sets out positive and negative covenants

13. Events of Default: Lists events triggering default and consequences

14. Changes to Parties: Covers assignment and transfer provisions

15. Administration: Addresses payment mechanics and calculations

16. Notices: Specifies communication procedures between parties

17. Governing Law and Jurisdiction: Specifies UAE law as governing law and jurisdiction for disputes

What sections are optional to include in a Mezzanine Loan Agreement?

1. Intercreditor Provisions: Required when there are multiple creditors to establish priority and enforcement rights

2. Conversion Rights: Include when the mezzanine loan includes equity conversion features

3. Islamic Finance Provisions: Required when the facility needs to be Sharia-compliant

4. Tax Gross-Up and Indemnities: Include when cross-border elements exist or specific tax implications need addressing

5. Increased Costs: Include when lender needs protection against regulatory changes

6. Currency Provisions: Required when multiple currencies are involved

7. Subordination Provisions: Include when explicit subordination to senior debt is required

8. Security Trustee Provisions: Required when security is held through a security trustee structure

What schedules should be included in a Mezzanine Loan Agreement?

1. Form of Drawdown Request: Template for borrower to request loan disbursement

2. Conditions Precedent Documents: Detailed list of required documents and conditions

3. Form of Transfer Certificate: Template for transferring loan participations

4. Repayment Schedule: Detailed schedule of repayment dates and amounts

5. Security Documents: Forms of security documents and perfection requirements

6. Financial Covenants: Detailed financial covenants and calculation methodologies

7. Form of Compliance Certificate: Template for periodic compliance certification

8. Approved Form of Security: Templates and requirements for various security instruments

9. Existing Financial Indebtedness: List of permitted existing debt

10. Group Structure Chart: Corporate structure of borrower group

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions






















































Clauses



































Relevant Industries

Real Estate & Construction

Infrastructure

Private Equity

Healthcare

Technology & Software

Manufacturing

Hospitality & Leisure

Retail & Consumer

Energy & Resources

Financial Services

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Finance

Investment Banking

Credit

Operations

Private Equity

Structured Finance

Corporate Development

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Investment Manager

Corporate Finance Manager

Treasury Manager

Risk Manager

Compliance Officer

Investment Banker

Private Equity Manager

Credit Risk Officer

General Counsel

Transaction Manager

Portfolio Manager

Structured Finance Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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