Master Restructuring Agreement Template for Philippines

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Key Requirements PROMPT example:

Master Restructuring Agreement

"I need a Master Restructuring Agreement under Philippine law for a manufacturing company restructuring $50M of debt with a syndicate of three banks, including provisions for additional working capital facility and debt-to-equity conversion options."

Document background
The Master Restructuring Agreement is a crucial document used when a company needs to reorganize its debt obligations with multiple creditors in the Philippines. It becomes necessary when a company faces financial difficulties but maintains viable business prospects, requiring a formal arrangement to modify existing debt terms. The agreement must comply with Philippine legislation, including the Financial Rehabilitation and Insolvency Act (FRIA), the General Banking Law, and the Corporation Code. A Master Restructuring Agreement typically consolidates multiple facility agreements, establishes new payment terms, may include fresh financing, and provides comprehensive security arrangements. It's particularly important in the Philippine context where formal rehabilitation proceedings can be complex, making well-structured out-of-court restructuring arrangements preferable when feasible.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the debtor(s) and creditor(s)

2. Background/Recitals: Context of the restructuring, existing facilities, and reason for restructuring

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

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

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

6. Representations and Warranties: Standard and restructuring-specific representations by all parties

7. Covenants: Ongoing obligations of the debtor including financial covenants, reporting requirements, and operational restrictions

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

9. Implementation Mechanics: Detailed process for implementing the restructuring

10. Events of Default: Circumstances constituting default and consequences

11. Payments and Application of Payments: Payment mechanics and allocation principles

12. Amendments and Waivers: Process for modifying agreement terms and waiving rights

13. Governing Law and Jurisdiction: Philippine law provisions and jurisdiction specifications

14. Boilerplate Provisions: Standard contract provisions including notices, severability, entire agreement

Optional Sections

1. Creditor Syndicate Provisions: Required for multiple creditors, including voting rights and collective action mechanisms

2. Intercreditor Provisions: Required when there are multiple classes of creditors with different priorities

3. Public Company Provisions: Additional provisions required if the debtor is a public company, including disclosure obligations

4. New Money Facility: Terms of any new financing being provided as part of the restructuring

5. Debt-to-Equity Conversion: Required if the restructuring includes conversion of debt to equity

6. Business Rehabilitation Terms: Detailed business turnaround provisions if part of the restructuring plan

7. Tax Provisions: Specific tax-related provisions where restructuring has significant tax implications

Suggested Schedules

1. Existing Facilities Schedule: Details of all existing debt facilities being restructured

2. Security Documents: List and copies of all security documents

3. Implementation Timeline: Detailed timeline for implementing the restructuring

4. Form of Effective Date Certificate: Template certificate confirming satisfaction of conditions precedent

5. Financial Covenants: Detailed financial covenants and calculation methodologies

6. Required Approvals: List of required regulatory and corporate approvals

7. Form of Compliance Certificate: Template for ongoing compliance reporting

8. Restructuring Term Sheet: Detailed commercial terms of the restructuring

9. Corporate Structure Chart: Group structure chart showing all relevant entities

10. Assets Schedule: List of material assets and security coverage

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

Banking and Financial Services

Manufacturing

Real Estate and Construction

Retail and Consumer Goods

Energy and Utilities

Transportation and Logistics

Telecommunications

Mining and Natural Resources

Hospitality and Tourism

Agriculture and Food Production

Technology and Software

Healthcare and Pharmaceuticals

Relevant Teams

Legal

Finance

Treasury

Corporate Banking

Risk Management

Credit

Corporate Recovery

Restructuring

Compliance

Corporate Strategy

Board of Directors

Executive Management

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Corporate Lawyer

Legal Counsel

Restructuring Officer

Credit Risk Manager

Investment Banker

Insolvency Practitioner

Recovery Manager

Corporate Banking Manager

Financial Controller

Chief Executive Officer

Chief Legal Officer

Chief Restructuring Officer

Workout Officer

Relationship Manager

Transaction Manager

Industries
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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