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Mezzanine Loan Agreement
"I need a Mezzanine Loan Agreement under Hong Kong law for a HKD 200 million facility to a real estate development company, including PIK interest options and warrant rights for up to 10% of the borrower's equity."
1. Parties: Identifies the lender(s), borrower(s), and any guarantors or security providers
2. Background: Sets out the context of the mezzanine financing and its relationship to other financing arrangements
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. The Facility: Details the amount, purpose, and basic terms of the mezzanine loan
5. Conditions Precedent: Lists the conditions that must be satisfied before drawdown
6. Drawdown: Specifies the drawdown mechanics and notice requirements
7. Interest: Details interest rates, calculation methods, and payment terms
8. Repayment and Prepayment: Sets out the repayment schedule and any prepayment provisions
9. Security: Describes the security package and ranking
10. Representations and Warranties: Contains standard and transaction-specific representations
11. Covenants: Details positive, negative, and financial covenants
12. Events of Default: Lists circumstances constituting default and consequences
13. Changes to Parties: Addresses assignment and transfer provisions
14. Payment Mechanics: Details payment procedures and calculations
15. Administration: Covers notices, calculations, and other administrative matters
16. Governing Law and Enforcement: Specifies governing law and jurisdiction
1. Equity Kicker: Used when the mezzanine loan includes rights to acquire equity in the borrower
2. Conversion Rights: Included when the loan can be converted into equity
3. PIK Interest Provisions: Required when interest can be paid in kind
4. Subordination Provisions: Detailed subordination terms if not covered in a separate intercreditor agreement
5. Exit Fee: Terms for additional fees payable on exit events
6. Warrants: Details of any warrant instruments attached to the loan
7. Board Rights: Provisions for lender board representation or observer rights
8. Information Rights: Enhanced information rights beyond standard reporting
1. Form of Drawdown Request: Standard form for requesting loan drawdowns
2. Conditions Precedent Documents: Detailed list of required CP documents
3. Form of Transfer Certificate: Template for transferring loan participations
4. Financial Covenants and Calculations: Detailed financial covenant definitions and calculation methodologies
5. Security Documents: Forms of security documents and guarantees
6. Disclosure Schedule: Borrower disclosures against representations and warranties
7. Repayment Schedule: Detailed amortization or repayment schedule if applicable
8. Form of Compliance Certificate: Template for periodic compliance reporting
9. Warrant Instruments: Forms of any warrant instruments if applicable
10. Existing Indebtedness: Schedule of permitted existing debt
Authors
Real Estate Development
Infrastructure
Private Equity
Manufacturing
Technology
Healthcare
Retail
Hospitality
Energy
Construction
Telecommunications
Financial Services
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Development
Investment
Credit
Operations
Strategy
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Lawyer
Legal Counsel
Investment Manager
Private Equity Director
Risk Manager
Compliance Officer
Corporate Development Director
Financial Controller
Investment Banker
Debt Fund Manager
Portfolio Manager
Transaction Manager
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