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Master Restructuring Agreement
"I need a Master Restructuring Agreement for a German manufacturing group with €500M debt, involving bank lenders and bondholders, where the main restructuring measures will include debt-to-equity conversion and operational reorganization, to be implemented by March 2025."
1. Parties: Identification of all parties to the agreement, including the debtor company, creditors, shareholders, and other key stakeholders
2. Background: Context of the restructuring, including current financial situation, reason for restructuring, and overview of existing obligations
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. Restructuring Measures: Detailed description of all restructuring measures to be implemented, including financial, operational, and corporate measures
5. Implementation Steps: Chronological order of implementation steps, including timing and interdependencies
6. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective
7. Creditor Claims: Treatment of existing creditor claims, including any modifications, deferrals, or waivers
8. Financial Provisions: New financing arrangements, payment terms, and financial covenants
9. Corporate Measures: Required corporate actions, including capital measures and corporate restructuring steps
10. Representations and Warranties: Standard and restructuring-specific representations and warranties by all parties
11. Covenants: Ongoing obligations of the parties during the restructuring process
12. Term and Termination: Duration of the agreement and circumstances allowing for termination
13. Governance: Decision-making processes and control rights during implementation
14. Information Rights: Reporting obligations and information sharing requirements
15. General Provisions: Standard legal provisions including notices, assignments, amendments, and governing law
1. Employee Matters: Required when restructuring involves significant workforce changes or transfer of employees
2. Tax Provisions: Detailed tax arrangements when restructuring has significant tax implications
3. Real Estate: Specific provisions for real estate transfers or lease modifications when relevant
4. Intellectual Property: IP-related provisions when restructuring involves transfer or licensing of IP rights
5. Regulatory Approvals: Additional provisions when restructuring requires specific regulatory clearances
6. Interim Operations: Rules for business operations during restructuring when implementation period is lengthy
7. Shareholder Matters: Specific provisions when restructuring involves significant changes to shareholder rights or structure
8. Bond Restructuring: Specific provisions for restructuring of bond obligations when applicable
9. Intercreditor Provisions: Required when multiple classes of creditors are involved with different rankings
1. Schedule 1 - Existing Indebtedness: Detailed list of all existing financial obligations and their current status
2. Schedule 2 - Restructuring Steps Plan: Detailed timeline and description of each implementation step
3. Schedule 3 - Corporate Structure: Pre- and post-restructuring corporate structure charts
4. Schedule 4 - Required Consents: List of all required third-party and regulatory consents
5. Schedule 5 - Security Documentation: Forms of new security documents or amendments to existing security
6. Schedule 6 - Form of Accession Deed: Template for additional parties to accede to the agreement
7. Schedule 7 - Financial Covenants: Detailed financial covenants and calculation methodologies
8. Schedule 8 - Required Corporate Resolutions: Forms of corporate resolutions required for implementation
9. Appendix A - Implementation Documents: Forms of key implementation documents and notices
10. Appendix B - Reporting Templates: Templates for required financial and progress reporting
Authors
Accepted Claim
Affected Creditors
Affiliate
Agent
Agreed Security Principles
Applicable Law
Approved Restructuring Plan
Banking Day
Business Plan
Claims
Closing Date
Completion
Conditions Precedent
Consultation Period
Control
Core Group
Creditor Accession Deed
Creditor Groups
Cut-off Date
Debt
Debt Documents
Default
Defaulting Creditor
Effective Date
Enforcement Action
Event of Default
Existing Facilities
Existing Security
Financial Indebtedness
Financial Statements
German GAAP
Group
Implementation Date
Implementation Documents
Independent Expert
Insolvency Event
Insolvency Proceedings
Intercreditor Agreement
Interim Period
Key Milestones
Longstop Date
Material Adverse Effect
New Financing
New Money Facility
New Security
Obligors
Operating Budget
Permitted Disposal
Permitted Payment
Principal Obligations
Qualified Majority
Restructuring Committee
Restructuring Documents
Restructuring Effective Date
Restructuring Measures
Restructuring Period
Secured Obligations
Security
Security Agent
Shareholders' Measures
StaRUG Proceedings
Standing Committee
Step Plan
Subordinated Debt
Subscription Rights
Termination Event
Transaction Security
Voting Rights
Workers' Council
Working Capital Facility
Recitals
Definitions
Interpretation
Purpose
Effectiveness
Conditions Precedent
Restructuring Measures
Implementation Steps
Financial Restructuring
Debt Treatment
New Financing
Security
Operational Restructuring
Corporate Actions
Share Capital
Creditor Rights
Voting Rights
Information Rights
Reporting Obligations
Representations
Warranties
Covenants
Undertakings
Events of Default
Termination Rights
Governance
Decision Making
Majority Requirements
Enforcement
Cost Allocation
Tax Provisions
Employee Matters
Regulatory Compliance
Confidentiality
Public Announcements
Data Protection
Assignment
Transfer Restrictions
Amendments
Severability
Notices
Good Faith
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Language
Execution
Manufacturing
Automotive
Real Estate
Retail
Energy
Infrastructure
Transportation
Healthcare
Technology
Construction
Hospitality
Financial Services
Telecommunications
Mining
Agriculture
Legal
Finance
Treasury
Corporate Development
Risk Management
Operations
Human Resources
Compliance
Tax
Strategy
Investor Relations
Corporate Communications
Management Board
Supervisory Board
Chief Executive Officer
Chief Financial Officer
Chief Restructuring Officer
General Counsel
Finance Director
Treasury Manager
Corporate Controller
Head of Legal
Restructuring Manager
Insolvency Administrator
Corporate Secretary
Risk Manager
Business Development Director
Operations Director
HR Director
Investment Manager
Debt Restructuring Specialist
Workout Officer
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