Venture capitalist source of financing MBO

Below are examples of financing packages after discussions with the VC and the bank about financing a MBO for HH. Equity invested by managers ($1 share carry's 1 vote) $10M Equity invested by VC ($1 share carry's 1 vote for every 10 shares) $30M Borrowing from VC- unsecured- 10% interest rate redeemable in 5y $30M Borrowing from Bank- secured- 6% interest rate redeemable in 5y $30M Total $100M Which 2 of the following about the financing packages are wrong. By process of elimination it is clear that 1 and 3 are true, therefore 2,4 must be false but I would like to understand the theory for point 4. 1. Managers own enough of the equity to enable them to vote and carry decisions. (TRUE- THEY HAVE 10M VOTES) 2. VC own enough of the equity to prevent the managers from voting and carrying decisions in a general meeting. (FALSE- THEY HAVE ONLY 3M VOTES. MANAGERS HAVE 10M VOTES) 3. If HH were to go into liquidation the bank borrowing would take priority over all the other sources of finance. (TRUE, DEBT HAS TO BE REPAID 1ST) 4. The bank borrowing interest rate is lower than that on the borrowing from the VC because the bank borrowing is a mezzanine loan.(FALSE) What is a Mezzaine loan? I read in my book that it is a form of debt/ junior debt which is secondary to senior debt? If it is a junior form of debt does this mean that it is not as risky as normal debt.. therefore should have a lower interest rates than 6% and this is why point 4 is incorrect because if it was a mezzanine loan it would have a lower interest rate? Also what are the other characteristics of a Mezzaine loan/debt? Thanks