The Mezzanine Loan Agreement is a crucial document in complex financing structures, particularly used in leveraged buyouts, real estate developments, and corporate growth financing. It establishes the terms for a type of financing that combines elements of debt and equity, typically providing higher returns for lenders while offering more flexible terms for borrowers compared to senior debt. Under English and Welsh law, this agreement must carefully address intercreditor relationships, security priorities, and regulatory requirements while providing clear mechanisms for both debt service and potential equity participation. The document is particularly important when companies need additional financing beyond what traditional senior lenders will provide, or when seeking to optimize their capital structure without diluting existing equity.
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1. Parties: Identification of lender, borrower, and any guarantors
2. Background: Context of the loan and relationship to senior debt
3. Definitions: Key terms used throughout the agreement including financial metrics, security terms, and regulatory references
4. Facility: Terms of the loan, amount, purpose, and availability period
5. Interest and Fees: Interest calculation, payment terms, default interest, and applicable fees
6. Repayment: Repayment terms, schedule, and prepayment provisions
7. Security: Security arrangements, subordination, and ranking of security interests
8. Representations and Warranties: Borrower's statements of fact and assurances regarding legal, financial, and operational status
9. Covenants: Positive and negative obligations of the borrower including financial covenants
10. Events of Default: Circumstances constituting default and consequences including acceleration rights
11. Transfers and Amendments: Provisions regarding assignment, transfer, and amendment of the agreement
12. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions
1. Conversion Rights: Terms for converting debt to equity, including conversion price and mechanisms
2. Intercreditor Provisions: Detailed provisions governing the relationship with senior lenders and other creditors
3. PIK Interest Provisions: Terms for payment-in-kind interest including calculation and capitalization
4. Board Observer Rights: Provisions granting the lender rights to observe board meetings and receive information
5. Exit Provisions: Terms governing mandatory prepayment upon exit events or change of control
1. Form of Drawdown Request: Standard form for requesting loan disbursements
2. Conditions Precedent: List of required documents and conditions for loan effectiveness
3. Security Documents: Forms of security agreements, debentures, and charges
4. Repayment Schedule: Detailed payment schedule including principal and interest payments
5. Form of Compliance Certificate: Template for periodic compliance reporting and financial covenant calculations
6. Financial Covenants Calculations: Detailed methodology for calculating financial covenants
7. Form of Transfer Certificate: Standard form for documenting transfers of loan participations
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