Master Restructuring Agreement Template for United States

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Key Requirements PROMPT example:

Master Restructuring Agreement

"Need a Master Restructuring Agreement for a manufacturing company with $500M in debt across multiple creditor classes, including provisions for operational reorganization and employee matters, to be implemented by March 2025."

Document background
The Master Restructuring Agreement serves as the primary document in complex financial restructurings under U.S. law. It is typically employed when a company needs to reorganize its debt obligations across multiple creditor classes or when facing financial distress. The agreement outlines the comprehensive terms of the restructuring, including debt modifications, payment schedules, security arrangements, and operational changes. It incorporates requirements from various U.S. federal laws including the Bankruptcy Code, securities regulations, and state-specific provisions, while ensuring compliance with creditor rights and corporate governance obligations.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including debtor, creditors, and any other stakeholders

2. Background: Context of the restructuring, including current financial situation and reasons for restructuring

3. Definitions: Key terms used throughout the agreement, including bankruptcy, securities, and tax-related definitions

4. Restructuring Terms: Core terms of the restructuring including debt modifications, payment terms, and implementation timeline

5. Conditions Precedent: Conditions that must be satisfied before the restructuring becomes effective

6. Representations and Warranties: Statements of fact by the parties about their status and authority

7. Covenants: Ongoing obligations of the parties during the restructuring period

8. Events of Default: Circumstances constituting default under the agreement and consequences

9. Governing Law and Jurisdiction: Specification of applicable law and courts having jurisdiction

Optional Sections

1. Security Arrangements: Details of any security packages and collateral arrangements when secured debt is involved

2. Intercreditor Provisions: Provisions governing relationships between different classes of creditors when multiple creditor classes exist

3. Employee Provisions: Treatment of employee claims and obligations when workforce restructuring is involved

4. Tax Provisions: Specific provisions addressing tax implications of the restructuring

5. Release Provisions: Terms regarding mutual releases between parties

Suggested Schedules

1. Schedule of Existing Debt: Detailed listing of all existing debt obligations and their current status

2. Schedule of Security: Comprehensive list of all security interests and collateral

3. Implementation Timeline: Detailed timeline for implementing restructuring steps

4. Form of Restructured Debt Instruments: Templates for new or amended debt documentation

5. Corporate Structure Chart: Pre and post-restructuring corporate organization charts

6. Creditor Claims Schedule: Detailed breakdown of creditor claims and their treatment under the restructuring

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Industries

Bankruptcy Code (11 U.S.C.): Federal law governing bankruptcy proceedings, including Chapter 11 reorganization provisions, automatic stay provisions, and treatment of creditors' rights

Securities Laws: Including Securities Act of 1933, Securities Exchange Act of 1934, Trust Indenture Act of 1939, and SEC regulations regarding disclosure requirements

Uniform Commercial Code (UCC): Particularly Article 9 on Secured Transactions, including perfection and priority rules for security interests

Federal Tax Laws: Internal Revenue Code provisions, including tax implications of debt restructuring and Cancellation of Debt (COD) income rules

State Contract Laws: Governing contract formation and enforcement, choice of law provisions, and statute of limitations applicable in the relevant state

Corporate Laws: State-specific requirements for corporate governance, fiduciary duties, and shareholder rights

Financial Industry Regulations: Including Dodd-Frank Act provisions, banking regulations, and ISDA requirements for derivative transactions

Employment Laws: Including WARN Act for layoffs and employee benefit obligations during restructuring

Creditor Rights Laws: Governing intercreditor relationships, subordination agreements, and security interests

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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