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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."
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
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
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
Additional Creditor
Additional Security
Affiliate
Agent
Approved Budget
Authorisation
Available Facility
Business Day
Certified Copy
Charged Assets
Closing Date
Compliance Certificate
Conditions Precedent
Confidential Information
Creditor Participation
Default
Default Interest
Designated Account
Effective Date
Enforcement Action
Event of Default
Existing Facilities
Existing Security
Financial Indebtedness
Financial Statements
FRIA
Group
Guarantee
Implementation Steps
Insolvency Event
Intercreditor Agreement
Interest Period
Legal Reservation
Majority Creditors
Material Adverse Effect
New Money Facility
Original Financial Statements
Original Jurisdiction
Payment Date
Permitted Security
Principal Obligor
Qualifying Lender
Receiver
Restructured Facilities
Restructuring Documents
Restructuring Period
Security
Security Agent
Security Documents
Security Interest
Specified Time
Standstill Period
Subsidiary
Tax
Transaction Documents
Transaction Security
Voting Rights
Restructuring Terms
Debt Acknowledgment
Payment Obligations
Interest
Security
Guarantees
Conditions Precedent
Conditions Subsequent
Representations and Warranties
Financial Covenants
Information Covenants
General Undertakings
Negative Pledge
Events of Default
Acceleration
Implementation
Creditor Rights
Intercreditor Provisions
Agency Provisions
Payment Mechanics
Set-off
Notices
Calculations
Assignments and Transfers
Amendments and Waivers
Confidentiality
Counterparts
Severability
Governing Law
Dispute Resolution
Process Agent
Jurisdiction
Force Majeure
Entire Agreement
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
Legal
Finance
Treasury
Corporate Banking
Risk Management
Credit
Corporate Recovery
Restructuring
Compliance
Corporate Strategy
Board of Directors
Executive Management
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
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