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Mezzanine Loan Agreement Template for Malaysia

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Key Requirements PROMPT example:

Mezzanine Loan Agreement

"I need a Mezzanine Loan Agreement for a Malaysian real estate development company borrowing RM 50 million, with conversion rights at year 3 and PIK interest options for the first 18 months."

Document background
The Mezzanine Loan Agreement is utilized when companies require financing that bridges the gap between senior debt and equity, typically for expansion, acquisitions, or major capital expenditure. This hybrid financing instrument, governed by Malaysian law, provides flexibility through features such as higher interest rates, potential equity participation, and subordination to senior debt. The document must comply with Malaysian financial regulations, including the Financial Services Act 2013 and Companies Act 2016, while incorporating necessary protections for both lender and borrower. The agreement includes detailed provisions on security, conversion rights, financial covenants, and intercreditor relationships, making it suitable for complex financing structures where traditional bank loans may not be sufficient or appropriate.
Suggested Sections

1. Parties: Identification of the lender, borrower, and any guarantors or security providers

2. Background: Context of the transaction, including the purpose of the loan and its relationship to senior debt

3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement

4. The Facility: Details of the loan amount, purpose, and availability

5. Interest and Fees: Interest calculation, payment terms, default interest, and any PIK (payment-in-kind) provisions

6. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment provisions

7. Subordination: Provisions regarding ranking of the mezzanine debt relative to senior debt

8. Security: Description of security package and ranking of security interests

9. Conversion Rights: Terms governing any rights to convert the loan into equity

10. Representations and Warranties: Standard and transaction-specific representations by the borrower

11. Covenants: Financial and operational covenants, including information requirements

12. Events of Default: Circumstances constituting default and consequences

13. Changes to Parties: Transfer and assignment provisions

14. Administration: Notice provisions, calculations, and other administrative matters

15. Governing Law and Jurisdiction: Choice of Malaysian law and jurisdiction provisions

Optional Sections

1. Equity Kicker: Details of any additional equity participation rights, used when the deal includes profit participation

2. Intercreditor Provisions: Required when there are multiple classes of debt requiring formal subordination arrangements

3. Security Trustee Provisions: Included when a security trustee structure is used for multiple lenders

4. Board Observer Rights: Used when the mezzanine lender has rights to appoint board observers

5. Exit Rights: Included when specific provisions govern rights on exit events or IPO

6. Warrants: When the mezzanine financing includes warrant instruments

7. Parent Company Guarantee: Required when upstream guarantees are part of the security package

Suggested Schedules

1. Conditions Precedent: List of required documents and conditions for loan drawdown

2. Form of Drawdown Request: Standard form for requesting loan disbursements

3. Repayment Schedule: Detailed amortization schedule if applicable

4. Financial Covenants: Detailed calculations and definitions for financial covenants

5. Security Documents: Forms of various security documents

6. Conversion Mechanics: Detailed procedures for implementing conversion rights

7. Form of Transfer Certificate: Standard form for transferring loan participations

8. Addresses for Notices: Contact details for all parties

9. Group Structure Chart: Corporate structure of the borrower group

Authors

Alex Denne

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

Relevant legal definitions





















































Clauses



































Relevant Industries

Real Estate Development

Infrastructure

Manufacturing

Technology

Healthcare

Retail

Hospitality

Energy

Telecommunications

Private Equity

Financial Services

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Development

Investment Banking

Credit

Operations

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Investment Manager

Corporate Finance Manager

Treasury Manager

Risk Manager

Compliance Officer

Investment Banker

Private Equity Manager

Credit Risk Officer

Corporate Development Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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