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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."
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
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
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
Accession Deed
Additional Creditor
Additional Obligor
Affiliate
Agreed Security Principles
Approved Restructuring Plan
Austrian Banking Act
Austrian Restructuring Code
Authorized Representative
Available Commitments
Business Day
Business Plan
Capital Reorganization
Claims
Completion Date
Compliance Certificate
Conditions Precedent
Confidential Information
Consent
Creditor
Creditor Claims
Debt
Debt Documents
Default
Default Interest
Delegate
Discharged Rights and Obligations
Effective Date
Enforcement Action
Event of Default
Existing Facilities
Existing Security
Financial Indebtedness
Financial Statements
Group
Group Company
Guarantee
Implementation Date
Implementation Documents
Insolvency Event
Insolvency Proceedings
Intercreditor Agreement
Interest Period
Liabilities
Loan
Long Stop Date
Material Adverse Effect
New Financial Indebtedness
New Security
Obligor
Original Creditor
Original Obligor
Party
Permitted Security
Qualifying Lender
Receiver
Recovered Amount
Restructuring
Restructuring Documents
Restructuring Effective Date
Restructuring Period
Security
Security Agent
Security Documents
Security Interest
Shareholder
Subsidiary
Successor Company
Tax
Transaction Documents
Transfer Certificate
Transfer Date
Unpaid Sum
Voting Rights
Conditions Precedent
Debt Restructuring
Payment Provisions
Security Arrangements
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Implementation Mechanics
Restructuring Steps
Default
Acceleration
Changes to Parties
Voting Rights
Amendment and Waiver
Confidentiality
Set-off
Notices
Calculations and Certificates
Partial Invalidity
Remedies and Waivers
Amendments and Modifications
Assignment and Transfer
Role of Agents
Payment Mechanics
Cost and Expenses
Indemnities
Intercreditor Provisions
Guarantee and Indemnity
Subordination
Creditor Rights
Release Provisions
Debt Trading
Corporate Authority
Taxation
Governing Law
Dispute Resolution
Service of Process
Enforcement
Termination
Force Majeure
Entire Agreement
Third Party Rights
Counterparts
Severability
Financial Services
Manufacturing
Real Estate
Retail
Energy
Technology
Healthcare
Construction
Transportation
Hospitality
Industrial
Agriculture
Mining
Telecommunications
Professional Services
Legal
Finance
Treasury
Corporate Development
Risk Management
Compliance
Operations
Board of Directors
Executive Committee
Restructuring
Mergers & Acquisitions
Corporate Governance
Investor Relations
Strategic Planning
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
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