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1. Parties: Identification of the lender, borrower, and any guarantors or security providers
2. Background: Context of the mezzanine financing, relationship to senior debt, and purpose of the facility
3. Definitions and Interpretation: Definitions of terms, interpretation rules, and calculation conventions
4. The Facility: Amount, purpose, and availability of the mezzanine loan
5. Conditions Precedent: Documents and conditions required before drawdown
6. Drawdown: Process and requirements for utilizing the facility
7. Interest and Fees: Interest rates, calculation periods, and applicable fees
8. Repayment and Prepayment: Repayment schedule, voluntary and mandatory prepayment provisions
9. Subordination: Subordination terms relating to senior debt and payment waterfall
10. Security: Security arrangements and their ranking
11. Representations and Warranties: Standard and transaction-specific representations
12. Undertakings: Financial and general covenants
13. Events of Default: Default triggers and consequences
14. Changes to Parties: Transfer and assignment provisions
15. Administration: Payment mechanics, notices, calculations
16. Governing Law and Jurisdiction: Choice of law and dispute resolution
17. Boilerplate: Standard contractual provisions including severability, entire agreement, etc.
1. Equity Kickers: Terms for equity participation rights, used when the mezzanine includes share options or conversion rights
2. PIK Interest: Payment-in-kind interest provisions, used when interest can be capitalized
3. Intercreditor Provisions: Used when intercreditor arrangements are incorporated in the main agreement rather than a separate document
4. Exit Rights: Tag-along or drag-along rights, used when equity participation is included
5. Tax Gross-Up: Used when cross-border elements require tax indemnification
6. Currency Provisions: Required for multi-currency facilities or cross-border transactions
7. Information Rights: Enhanced information rights beyond standard reporting, used for closer monitoring
8. Board Observer Rights: Used when lender requires board observation rights
1. Form of Drawdown Notice: Standard form for requesting disbursement
2. Conditions Precedent Documents: List of required documents and conditions
3. Calculation of Returns: Formula and examples for calculating interest, fees, and equity returns
4. Security Documents: Forms of security documents or security terms
5. Representations and Warranties: Detailed representations and warranties
6. Form of Transfer Certificate: Standard form for transfers of loan participations
7. Financial Covenants: Detailed financial covenant calculations and definitions
8. Reporting Requirements: Required financial and operational reports
9. Form of Compliance Certificate: Template for periodic compliance certification
10. Equity Documents: Share subscription or option agreements if applicable
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