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Mezzanine Loan Agreement Template for Denmark

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Mezzanine Loan Agreement

Document background
The Mezzanine Loan Agreement under Danish law is utilized when companies seek flexible financing solutions that bridge the gap between senior debt and equity. This document is particularly relevant for acquisitions, growth financing, or restructuring scenarios where traditional senior debt is insufficient or unavailable. The agreement details the terms of the mezzanine facility, including interest structures (often combining cash and PIK interest), security arrangements, subordination mechanics, and conversion rights if applicable. It carefully balances the interests of all stakeholders while ensuring compliance with Danish financial regulations and market practices. The document is essential for transactions requiring complex financing structures and typically works in conjunction with senior facility agreements and intercreditor arrangements.
Suggested Sections

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 loan

3. Definitions and Interpretation: Detailed definitions of terms used in the agreement, including financial metrics and calculation methodologies

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

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown: Procedures and requirements for utilizing the loan facility

7. Interest and Fees: Interest calculation, payment dates, default interest, and applicable fees

8. Payment Mechanics: Payment procedures, currency, and business day conventions

9. Subordination and Priority: Ranking of the mezzanine debt and relationship with senior debt

10. Representations and Warranties: Borrower's confirmations regarding its status and capacity

11. Information Undertakings: Borrower's obligations to provide financial and other information

12. General Undertakings: Borrower's operational and financial covenants

13. Financial Covenants: Specific financial metrics the borrower must maintain

14. Events of Default: Circumstances constituting default and consequences

15. Acceleration and Enforcement: Lender's rights upon default

16. Changes to Parties: Transfer and assignment provisions

17. Administration: Notice requirements and administrative procedures

18. Governing Law and Jurisdiction: Application of Danish law and jurisdiction

Optional Sections

1. Security: Required if the mezzanine loan is secured; details security package and enforcement rights

2. Conversion Rights: Include if the mezzanine loan includes equity conversion features

3. PIK Interest: Required if the agreement includes payment-in-kind interest provisions

4. Intercreditor Provisions: Detailed provisions required if not covered in a separate intercreditor agreement

5. Guarantees: Include if there are third-party guarantors

6. Exit Provisions: Include if there are specific provisions for early repayment or exit

7. Warrants: Required if the mezzanine financing includes warrant instruments

Suggested Schedules

1. Conditions Precedent: Detailed list of required documents and conditions

2. Form of Drawdown Request: Template for borrower to request loan disbursement

3. Calculation of Financial Covenants: Detailed methodology for calculating financial metrics

4. Form of Compliance Certificate: Template for periodic compliance reporting

5. Security Documents: Forms of security documents if applicable

6. Warrant Instruments: Details of warrant terms if applicable

7. Conversion Mechanics: Detailed procedures for equity conversion if applicable

8. Repayment Schedule: Amortization schedule if applicable

9. Form of Transfer Certificate: Template for transferring loan participations

Authors

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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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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