Master Restructuring Agreement Template for Austria

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Key Requirements PROMPT example:

Master Restructuring Agreement

"I need a Master Restructuring Agreement governed by Austrian law for a manufacturing company with €50M in debt, involving multiple bank creditors and requiring implementation by March 2025; the agreement should include specific provisions for equipment security and employee matters."

Document background
The Master Restructuring Agreement serves as the primary document in corporate restructuring scenarios under Austrian law, typically employed when a company requires significant financial or operational reorganization. This agreement is particularly relevant following the implementation of the EU Restructuring Directive 2019/1023 into Austrian law through the Restructuring Code (Restrukturierungsordnung). The document comprehensively outlines the restructuring plan, including debt modifications, security arrangements, implementation steps, and stakeholder rights. It coordinates multiple parallel agreements and processes, ensuring compliance with Austrian corporate, banking, and insolvency laws while providing a clear framework for the restructuring process. The Master Restructuring Agreement is especially crucial in complex restructurings involving multiple creditor groups, various security interests, and cross-border elements.
Suggested Sections

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

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

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Restructuring Overview: Summary of the key elements of the restructuring plan and its objectives

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

6. Restructuring Steps: Detailed sequence of actions to implement the restructuring

7. Financial Provisions: Details of debt restructuring, including any write-offs, amendments to payment terms, or new financing

8. Security and Guarantees: Provisions regarding existing and new security arrangements and guarantees

9. Representations and Warranties: Statements of fact and assurances from all parties

10. Covenants: Ongoing obligations of the parties during and after the restructuring

11. Implementation Mechanics: Practical steps and procedures for executing the restructuring

12. Governance Provisions: Management and control arrangements during and after restructuring

13. Events of Default: Circumstances constituting default and consequences

14. Termination: Circumstances under which the agreement can be terminated and consequences

15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Employee Matters: Provisions dealing with employment contracts and obligations - include when restructuring affects employment relationships

2. Tax Considerations: Specific tax-related provisions - include when restructuring has significant tax implications

3. Regulatory Compliance: Specific regulatory requirements - include when regulated entities are involved

4. Intellectual Property: IP-related provisions - include when IP assets are significant to the restructuring

5. Environmental Matters: Environmental liability provisions - include when environmental issues are relevant

6. Intercompany Arrangements: Provisions regarding intercompany relationships - include for group company restructurings

7. Shareholder Rights: Specific provisions regarding shareholder interests - include when equity is affected

8. Business Continuation: Provisions for ongoing business operations - include for operational restructurings

Suggested Schedules

1. Schedule 1 - Existing Debt: Detailed breakdown of all existing debt arrangements

2. Schedule 2 - Restructuring Steps Plan: Detailed timeline and steps for implementing the restructuring

3. Schedule 3 - Security Documents: List and copies of all security documents

4. Schedule 4 - Corporate Structure: Pre and post-restructuring corporate structure charts

5. Schedule 5 - Assets Schedule: Detailed list of relevant assets involved in the restructuring

6. Schedule 6 - Form of Notices: Template notices required under the agreement

7. Appendix A - Creditor Claims: Detailed breakdown of creditor claims and their treatment

8. Appendix B - Implementation Documents: Forms of all documents required for implementation

9. Appendix C - Financial Projections: Future financial projections and business plan

10. Appendix D - Voting Rights and Procedures: Details of creditor voting mechanisms if applicable

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
Relevant Industries

Financial Services

Manufacturing

Real Estate

Retail

Energy

Technology

Healthcare

Construction

Transportation

Hospitality

Industrial

Agriculture

Mining

Telecommunications

Professional Services

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Risk Management

Compliance

Operations

Board of Directors

Executive Committee

Restructuring

Mergers & Acquisitions

Corporate Governance

Investor Relations

Strategic Planning

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Chief Restructuring Officer

General Counsel

Finance Director

Corporate Lawyer

Insolvency Practitioner

Restructuring Manager

Treasury Manager

Risk Manager

Corporate Secretary

Business Development Director

Operations Director

Investment Manager

Compliance Officer

Industries
Austrian Restructuring Code (Restrukturierungsordnung - ReO): Implements EU Restructuring Directive 2019/1023, providing framework for preventive restructuring proceedings and debt restructuring plans
Austrian Insolvency Code (Insolvenzordnung - IO): Governs insolvency proceedings and requirements for restructuring within insolvency, including provisions for reorganization proceedings
Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch - ABGB): Provides general principles of contract law, including formation, interpretation, and enforcement of contracts
Austrian Company Reorganization Act (Unternehmensreorganisationsgesetz - URG): Specific provisions for corporate reorganization and restructuring outside of insolvency proceedings
Austrian Banking Act (Bankwesengesetz - BWG): Relevant for restructuring agreements involving financial institutions or banking arrangements
Austrian Enterprise Code (Unternehmensgesetzbuch - UGB): Contains provisions regarding commercial relationships and corporate forms that may be subject to restructuring
Austrian Stock Corporation Act (Aktiengesetz - AktG): Relevant for restructuring agreements involving stock corporations, particularly regarding corporate actions and shareholder rights
Austrian Limited Liability Companies Act (GmbH-Gesetz): Applicable for restructuring agreements involving limited liability companies
Austrian Capital Market Act (Kapitalmarktgesetz - KMG): Relevant for restructuring involving public offerings or listed companies
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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