The Master Restructuring Agreement serves as the primary documentation for complex corporate restructurings under German law, typically employed when a company faces financial difficulties requiring coordination among multiple stakeholder groups. It provides a comprehensive framework for implementing financial, operational, and corporate restructuring measures, ensuring compliance with German corporate and insolvency laws, particularly the StaRUG (Stabilization and Restructuring Framework) and InsO (Insolvency Code). The agreement is especially relevant in scenarios involving multiple creditor groups, complex debt structures, or operational reorganization needs. It details the treatment of existing obligations, implementation of new financing arrangements, and coordination of various restructuring measures while protecting stakeholder rights under German law. The Master Restructuring Agreement becomes particularly important in cross-border scenarios where German law interfaces with international restructuring practices.
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1. Parties: Identification of all parties to the agreement, including the debtor company, creditors, shareholders, and other key stakeholders
2. Background: Context of the restructuring, including current financial situation, reason for restructuring, and overview of existing obligations
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. Restructuring Measures: Detailed description of all restructuring measures to be implemented, including financial, operational, and corporate measures
5. Implementation Steps: Chronological order of implementation steps, including timing and interdependencies
6. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective
7. Creditor Claims: Treatment of existing creditor claims, including any modifications, deferrals, or waivers
8. Financial Provisions: New financing arrangements, payment terms, and financial covenants
9. Corporate Measures: Required corporate actions, including capital measures and corporate restructuring steps
10. Representations and Warranties: Standard and restructuring-specific representations and warranties by all parties
11. Covenants: Ongoing obligations of the parties during the restructuring process
12. Term and Termination: Duration of the agreement and circumstances allowing for termination
13. Governance: Decision-making processes and control rights during implementation
14. Information Rights: Reporting obligations and information sharing requirements
15. General Provisions: Standard legal provisions including notices, assignments, amendments, and governing law
1. Employee Matters: Required when restructuring involves significant workforce changes or transfer of employees
2. Tax Provisions: Detailed tax arrangements when restructuring has significant tax implications
3. Real Estate: Specific provisions for real estate transfers or lease modifications when relevant
4. Intellectual Property: IP-related provisions when restructuring involves transfer or licensing of IP rights
5. Regulatory Approvals: Additional provisions when restructuring requires specific regulatory clearances
6. Interim Operations: Rules for business operations during restructuring when implementation period is lengthy
7. Shareholder Matters: Specific provisions when restructuring involves significant changes to shareholder rights or structure
8. Bond Restructuring: Specific provisions for restructuring of bond obligations when applicable
9. Intercreditor Provisions: Required when multiple classes of creditors are involved with different rankings
1. Schedule 1 - Existing Indebtedness: Detailed list of all existing financial obligations and their current status
2. Schedule 2 - Restructuring Steps Plan: Detailed timeline and description of each implementation step
3. Schedule 3 - Corporate Structure: Pre- and post-restructuring corporate structure charts
4. Schedule 4 - Required Consents: List of all required third-party and regulatory consents
5. Schedule 5 - Security Documentation: Forms of new security documents or amendments to existing security
6. Schedule 6 - Form of Accession Deed: Template for additional parties to accede to the agreement
7. Schedule 7 - Financial Covenants: Detailed financial covenants and calculation methodologies
8. Schedule 8 - Required Corporate Resolutions: Forms of corporate resolutions required for implementation
9. Appendix A - Implementation Documents: Forms of key implementation documents and notices
10. Appendix B - Reporting Templates: Templates for required financial and progress reporting
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