The Mezzanine Loan Agreement under Dutch law is utilized when companies require financing that bridges the gap between senior debt and equity capital. This document is particularly relevant in acquisition financing, growth capital, or restructuring scenarios where traditional senior debt is insufficient or unavailable. The agreement details the terms of the mezzanine facility, including interest payments (often with both cash and PIK components), subordination provisions, security package, and potential equity-linked returns such as warrants or conversion rights. It incorporates specific Dutch law requirements for enforceability and security creation, and addresses intercreditor relationships with senior lenders. The document is crucial for implementing complex financing structures while ensuring compliance with Dutch financial regulations and corporate law.
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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
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