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Mezzanine Loan Agreement
"I need a Mezzanine Loan Agreement for a £50M facility to finance a real estate development project in London, with PIK interest provisions and conversion rights exercisable after January 2025, ensuring subordination to our existing senior facility of £150M."
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
Authors
Accounting Principles
Additional Lenders
Affiliate
Authorisation
Available Commitment
Available Facility
Break Costs
Business Day
Commitment
Completion Date
Compliance Certificate
Confidential Information
Default
Default Interest
Default Interest Rate
Drawdown Date
Drawdown Request
EBITDA
Event of Default
Facility
Finance Documents
Financial Indebtedness
Financial Quarter
Financial Statements
Financial Year
Group
Guaranteed Obligations
Holding Company
Interest Payment Date
Interest Period
Intercreditor Agreement
Legal Reservations
Leverage Ratio
LIBOR
Loan
Margin
Material Adverse Effect
Mezzanine Documents
Mezzanine Finance Parties
Obligors
Original Financial Statements
Participating Member State
Party
Permitted Disposal
Permitted Financial Indebtedness
Permitted Security
PIK Interest
Quasi-Security
Quotation Day
Reference Banks
Relevant Jurisdiction
Repayment Date
Screen Rate
Security
Security Documents
Senior Debt
Senior Facilities Agreement
Senior Finance Parties
Subsidiary
Tax
Term
Total Commitments
Transaction Documents
Transaction Security
Transfer Certificate
Utilisation
Warrants
Conditions Precedent
Facility and Purpose
Drawdown
Interest
PIK Interest
Fees
Repayment
Prepayment
Tax Gross-up and Indemnities
Increased Costs
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Security
Subordination
Conversion Rights
Warrant Rights
Changes to Parties
Payment Mechanics
Set-off
Notices
Calculations and Certificates
Partial Invalidity
Remedies and Waivers
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Enforcement
Jurisdiction
Service of Process
Intercreditor Provisions
Assignment and Transfer
Costs and Expenses
Indemnities
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