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Mezzanine Loan Agreement Template for Netherlands

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Key Requirements PROMPT example:

Mezzanine Loan Agreement

"I need a Mezzanine Loan Agreement under Dutch law for a €50M facility to finance the acquisition of a technology company, including provisions for conversion rights of up to 25% equity and PIK interest options, with closing targeted for March 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

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

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Private Equity

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Relevant Teams

Legal

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Corporate Development

Credit

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Tax

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Investment Manager

Credit Officer

Risk Manager

Debt Fund Manager

Private Equity Director

Corporate Finance Manager

Restructuring Officer

Transaction Manager

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Compliance Officer

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