The online legal document provider, RealDealDocs.com has released a number of Mezzanine Loan Agreements for the top companies in America including many Fortune 500 companies. These are the actual legal documents drafted by the nation’s top law firms.

Goldman Sachs Mortgage Company was one of the many parties in a mezzanine loan agreement that was amended in order to bifurcate the original loan into two separate mezzanine loans. Column Financial Inc. drafted a mezzanine loan agreement with CSE Casablanca Holdings II detailing the clauses for their business loan transaction. Both of these Mezzanine Loan Agreements are available in their entirety on the RealDealDocs.com website.

RealDealDocs.com is the online legal document resource preferred by lawyers, deal professionals and entrepreneurs. The powerful search functionality is easy to use which is just one of the reasons 40 of the top 200 law firms in the world use it.

The contracts, agreements and clauses available at RealDealDocs.com are the actual legal documents used by both the smallest of small capital companies as well as Fortune 500 companies alike. RealDealDocs.com helps to cut drafting time in half and provides unprecedented insight into the deal structures of the world’s largest companies. The legal documents may be searched for by category, law firm, parties involved or by the state of the governing law. Visitors can search the extensive RealDealDocs.com database absolutely free and members of the site may also download, copy, edit and print unlimited legal documents for their own personal or business use. Visit RealDealDocs.com for more information, membership options, and free legal document searches.

RealDealDocs.com is a division of Practice Technologies, Inc. the creators of SmartRules.com. SmartRules provides step by step guides to local rules and civil procedure for state courts & federal courts throughout the country.

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The Contribution Agreement for Phoenix Investment Management Company was made available today by online legal document provider RealDealDocs.com.

The Phoenix Investment Management Company contribution agreement with The Phoenix Companies Inc. drafted in November 2008, allowed for the exchange of common stocks for Series A non-voting participating convertible preferred stock. MGM Mirage filed a sponsor contribution agreement with CityCenter Holdings regarding land and improvements on Nevada property. Both of these Contribution Agreements are available in their entirety on the RealDealDocs.com website.

A Contribution Agreement is a legal document detailing the roles and responsibilities of each partner, specific rights and obligations, cash-flow and reporting requirements, milestones, deliverables, and payments.

RealDealDocs.com is the online legal document resource preferred by lawyers, deal professionals and entrepreneurs. The powerful search functionality is easy to use which is just one of the reasons 40 of the top 200 law firms in the world use it.

The contracts, agreements and clauses available at RealDealDocs.com are the actual legal documents used by both the smallest of small capital companies as well as Fortune 500 companies alike.

RealDealDocs.com helps to cut drafting time in half and provides unprecedented insight into the deal structures of the world’s largest companies. The legal documents may be searched for by category, law firm, parties involved or by the state of the governing law. Visitors can search the extensive RealDealDocs.com database absolutely free and members of the site may also download, copy, edit and print unlimited legal documents for their own personal or business use. Visit RealDealDocs.com for more information, membership options, and free legal document searches.

RealDealDocs.com is a division of Practice Technologies, Inc. the creators of SmartRules.com, the first online practice guide for the national litigator and the national litigation practice.

Popularity: 5% [?]

A Note Purchase Agreement is a contract for the purchase of a type of financial instrument called a “note”, the purchase of which acts as an investment in that company. Upon selling the note, the company receives a significant amount of cash that it can invest into the business. As with any investment arrangement, certain conditions must be met, and the company must provide certain promises, covenants, representations and warranties to the purchaser of the note. The following are key provisions that must be included in a Note Purchase Agreement.

• Definitions - Terms used extensively in the agreement should be defined, terms such as “affiliates”, “capital stock”, “change of control”, “default”, “guarantee”, “organizational documents” and “permitted liens”. An index of defined terms, referring the reader to where they are used, may also be included.
• Purchase and Sale of Notes - This provision should address the details (dollar amount, # of shares, method of delivery) surrounding the purchase and sale of the notes.
• Closing - This provision must cover the details of the closing; most importantly, where and when it will take place.
• Representations and Warranties of the Company - The most important provisions in the agreement are the representations and warranties made by the company to the purchaser of the notes. The company must promise several things, including: (1) that it is an entity duly organized and validly existing and in good standing; (2) that it has “due authorization” to conduct this transaction; (3) that all agreements related to the transaction, other than the notes themselves, are of “binding effect” and enforceable against third parties; (4) that the execution of the financing documents does not contravene or conflict with any of the Company’s organization documents; (5) that the company has previously furnished to the purchasers all important SEC Reports, including its Form 10-K Annual Report and Definitive Proxy Statement; (6) that the sale of the notes constitutes a valid issuance of stock; and (7) that there is no pending litigation against the company except as disclosed.
• Affirmative Covenants - Going forward, as long as the notes remain outstanding, the company must promise to maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in accordance with GAAP. (Generally Accepted Accounting Principles.) The company must also promise to pay all obligations timely, to engage in business of the same general type as they currently conduct, and that it will keep all property useful and necessary in its business in good working order and condition. It must also promise to maintain property damage insurance to protect its assets.
• Negative Covenants - Going forward, as long as the notes remain outstanding, the company must promise that it will not create, incur, assume, or become liable to any debt except for debt assumed for the purpose of financing the cost of acquiring any asset less than a certain amount, nor will it purchase or acquire any assets other than in the ordinary course of business.

In addition to these provisions, provisions covering Events of Default and any Conditions to Closing, and Expenses, Indemnity, Taxes and Right to Perform should also be addressed.

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A Note Purchase Agreement is a contract for the purchase of a type of financial instrument called a “note”, the purchase of which acts as an investment in that company. Upon selling the note, the company receives a significant amount of cash that it can invest into the business. As with any investment arrangement, certain conditions must be met, and the company must provide certain promises, covenants, representations and warranties to the purchaser of the note.

The most important provisions in the agreement are the representations and warranties that must be made by the company to the purchaser of the note. The company must promise several things, including: (1) that it is an entity duly organized and validly existing and in good standing; (2) that it has “due authorization” to conduct this transaction; (3) that all agreements related to the transaction, other than the notes themselves, are of “binding effect” and enforceable against third parties; (4) that the execution of the financing documents does not contravene or conflict with any of the Company’s organization documents; (5) that the company has previously furnished to the purchasers all important SEC Reports, including its Form 10-K Annual Report and Definitive Proxy Statement; (6) that the sale of the notes constitutes a valid issuance of stock; and (7) that there is no pending litigation against the company except as disclosed.

Only if it can honestly make these representations can a company validly execute a Note Purchase Agreement.

Popularity: 4% [?]