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Amended and Restated General Security Agreement

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QUALIFIED SUBSIDIARY ASSUMPTION AGREEMENT

Reference is hereby made to the Amended and Restated Stockholders' Agreement, dated as of November 23, 1998 (as amended or modified from time to time, the "Stockholders' Agreement"), among Sprint Corporation, a Kansas corporation (the "Company"); France Telecom, a SOCIETE ANONYME organized under the laws of France ("FT"); and Deutsche Telekom AG, an AKTIENGESELLSCHAFT organized under the laws of Germany ("DT"). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Stockholders Agreement.

1. The undersigned, , a limited liability company organized under the laws of Germany and wholly-owned subsidiary of DT, is acquiring Shares from a Class A Holder on the date hereof. Pursuant to the Stockholders' Agreement, for good and valuable consideration and as a condition to the effectiveness of such acquisition of Shares by the undersigned, the undersigned hereby expressly confirms and agrees for the benefit of the Company and each Class A Holder:

(1) to be bound by the terms and conditions of the Stockholders' Agreement and to perform, observe and assume each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations and duties of a Class A Holder under the Stockholders' Agreement upon the consummation of its acquisition of Shares;

(2) to be bound by the terms and conditions of the Amended and Restated Registration Rights Agreement and to perform, observe and assume each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations and duties of a holder of Eligible Securities (as defined in the Amended and Restated Registration Rights Agreement) under the Amended and Restated Registration Rights Agreement; and

(3) to execute and deliver concurrently herewith a Qualified Subsidiary Standstill Agreement and a Qualified Subsidiary Confidentiality Agreement.

2. From and after the date hereof, (a) all references to a "Class A Holder" or the "Class A Holders" in the Stockholders' Agreement shall be deemed to be references to the undersigned (along with the other Class A Holders), and (b) all references to a "holder of Eligible Securities" or "holders of Eligible Securities" in the Registration Rights Agreement shall be deemed to be references to the undersigned (along with the other holders of Eligible Securities).

3. Nothing in this Assumption Agreement shall relieve any Class A Holder of any of its obligations under the Stockholders' Agreement or any of the Other Investment Documents, and the Class A Holder effecting the Transfer of Shares to the undersigned shall remain liable for the performance by the undersigned as a party.

4. The undersigned represents and warrants to the Company (a) that it is a Qualified Subsidiary within the meaning of Article I of the Stockholders' Agreement; and (b) that DT owns and holds directly 100% of the undersigned's equity interests.

5. The undersigned agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from set off or counterclaim relating to this Agreement, the Stockholders' Agreement or the Amended and Restated Registration Rights Agreement from the jurisdiction of any competent court described in Section 11.5 of the Stockholders' Agreement or Section 3.6 of the Amended and Restated Registration Rights Agreement, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or arbitral award, or from any other legal process in any jurisdiction, it, for itself and its property expressly, irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity with respect to such matters arising with respect to this Agreement, the Stockholders' Agreement or the Amended and Restated Registration Rights Agreement or the subject matter hereof or thereof (including any obligation for the payment of money). The undersigned agrees that the waiver in this provision is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. P. 1602 eT Seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against the undersigned with respect to this Agreement, the Stockholders' Agreement or the Amended and Restated Registration Rights Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed this Qualified Subsidiary Assumption Agreement as of this day of , .

By: ______________________________________

Name:

Title:

By: ______________________________________

Name:

Title:

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What an Amended and Restated General Security Agreement Is

An Amended and Restated General Security Agreement consolidates and replaces earlier security agreements and amendments between a debtor and secured party, restating existing terms and adding or modifying collateral descriptions, covenants, and remedies. It clarifies priority and perfection issues under UCC Article 9, updates borrower and lender data, and creates a single operative document reflecting the current agreement. Parties commonly use it when financing terms change, collateral schedules expand, or to correct ambiguities so enforcement and filing (UCC-1 continuation or amendment) align with the parties' intended rights.

Why Restating the Security Agreement Matters

Restating consolidates multiple instruments into one clear, enforceable document, reduces ambiguity about collateral and priority, and facilitates accurate public filing and enforcement actions under UCC Article 9.

Why Restating the Security Agreement Matters

Typical Parties and Their Roles

The Amended and Restated General Security Agreement is used by lenders, borrowers, and their counsel to update secured lending arrangements and clarify collateral rights.

  • Commercial lenders and banks updating loan collateral and perfection details.
  • Corporate borrowers consolidating multiple prior security documents after refinancing or recapitalization.
  • Outside counsel and in-house legal teams documenting changes and coordinating UCC filings.

Use this agreement to centralize terms, correct errors, and ensure perfection steps (filing, continuations, or amendments) reflect the parties’ current intent.

Who Signs and Why

Lender Signatory

An authorized officer or agent of the secured party signs to confirm amended rights, remedies, and any changes to priority; counsel often reviews to confirm filing strategy and enforcement posture.

Debtor Signatory

An authorized representative of the debtor (officer or managing member) signs to acknowledge grant of security interest, updated collateral descriptions, and continuing covenants; accurate identity is essential for UCC perfection.

Essential Data Elements to Include

Debtor Name: Exact legal name
Secured Party: Legal entity name
Collateral: Precise description
Effective Date: MM/DD/YYYY
Governing Law: State name
Signature Blocks: Names and titles

Step-by-Step: Preparing and Executing the Restated Agreement

Follow these steps to prepare, execute, and perfect an Amended and Restated General Security Agreement while minimizing filing and enforcement risk.

  • 01
    Gather Originals: Collect all prior security agreements and amendments for review.
  • 02
    Draft Restatement: Combine terms, update collateral schedules, and include clear grant language.
  • 03
    Obtain Signatures: Have authorized signatories execute with dated signature blocks.
  • 04
    File/Record: File UCC-1 amendment/continuation where required and distribute executed copies.

Configuring an Online Signing Workflow

Set up a secure, auditable workflow to gather signatures, attach exhibits, and capture evidence of consent and attribution.

Upload Document Use PDF or DOCX; ensure embedded exhibits are included.
Add Signer Roles Designate debtor, lender, and witness roles with emails.
Authentication Level Choose email link, SMS code, or knowledge-based auth.
Enable Audit Trail Capture timestamps, IP addresses, and action history.
Storage & Retention Select secure storage with exportable signed PDF and certificate.

Where to Send and How to Record the Executed Agreement

After execution, circulate final copies to stakeholders and complete any public filings needed to protect the security interest.

  • Distribute Copies: Send executed PDFs to debtor, secured party, and counsel.
  • UCC Filing: File UCC-1 amendment or continuation with the appropriate Secretary of State.
  • Third Parties: Notify subordination or other affected creditors where required.
  • Recordkeeping: Store signed agreement and audit trail in a secure repository.

Technical Requirements for Digital Execution

Use an eSignature platform that supports document integrity, an audit trail, and legal compliance with ESIGN and UETA.

  • File Formats: PDF and DOCX supported
  • Authentication: Email, SMS, or KBA
  • Integrations: Salesforce, NetSuite, Google Workspace

Key Timing Considerations

Timing affects priority, perfection, and the effective mechanics of the restated security interest; file and distribute promptly.

Effective Date Entry:

Set as executed date.

UCC Filing Promptness:

File promptly to preserve priority.

Continuation Timing:

File continuations before lapse of financing statement.

Signature Dating:

Ensure all signatures are dated consistently.

Retention Start:

Retention runs from execution date.

Typical Milestones from Draft to Perfected Interest

A sequential view of common milestones when amending and restating a security agreement.

01

Draft Approval

Internal review and lender counsel sign-off before execution.

02

Execution

Authorized parties sign and date the restated agreement.

03

UCC Amendment Filing

File UCC-1 amendment or continuation to reflect changes.

04

Distribution and Recordkeeping

Deliver executed copies and archive signed records with audit trail.

Common Preparation Errors to Avoid

  • Using informal or trade names instead of the debtor's exact legal name causes UCC filing rejections and priority disputes.
  • Vague collateral descriptions (e.g., 'all assets') without specificity can weaken enforcement and create ambiguity during default.
  • Failing to attach or reference exhibits and schedules can leave important collateral unperfected or improperly described.
  • Delaying UCC filings after execution risks intervening liens that may gain priority over the intended security interest.

Consequences of Incorrect or Incomplete Restatements

Loss of Priority: May lose position to other secured creditors
Unperfected Interest: Security interest may not be enforceable
Filing Rejection: UCC-1 may be refused for errors
Enforcement Delay: Delays in foreclosure or collection
Increased Costs: Attorney fees and re-filing expenses
Regulatory Risk: Industry-specific compliance exposure

Core Clauses to Include in a Professional Restatement

Ensure the restatement integrates essential legal and operational clauses so the document is comprehensive and enforceable across jurisdictions.

Granting Clause

Clear present grant of security interest in described collateral, with any exceptions and after-acquired property language.

Collateral Schedule

Detailed list or incorporated exhibit specifying categories and specific assets covered by the security interest.

Representations

Debtor representations about title, authority, and absence of adverse liens to support enforceability.

Covenants

Debtor covenants (e.g., preservation, insurance, notification of new liens) required for ongoing compliance.

Default Remedies

Specified remedies upon default, including acceleration, repossession, and sale of collateral per UCC rules.

Priority & Filings

Instructions on UCC-1 amendments, continuations, and allocation of filing jurisdiction to preserve priority.

Comparing eSignature Options for Executing a Restated Security Agreement

Pricing and core capabilities vary across vendors; signNow is listed first for comparison. Confirm plan details with each vendor before purchasing.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Real-World Examples of Restating Security Agreements

Illustrative examples show how organizations used digital workflows to restate security agreements and maintain compliance.

Optica Ventures

Optica consolidated multiple security documents into one restated agreement for a refinancing

  • The interface simplified execution across remote signers
  • Brian Fitzgibbons, COO, noted the interface is simple for the team and customers, enabling faster distribution and fewer follow-ups.

Martin Properties

A property management firm restated liens across several assets during a portfolio refinance

  • Mobile signing enabled on-site execution
  • Tim Martin, Founder, reported he could process and execute documents online with compliance and security across mobile and offline scenarios.

Practical Tips for Accurate and Efficient Restatements

Follow drafting, execution, and filing best practices to reduce disputes and preserve security interest priority.

Confirm Exact Names
Verify debtor and secured party names against formation and tax records. Use consistent entity styling across the agreement and UCC filing to prevent rejections and priority challenges.
Detail Collateral
Draft collateral descriptions with specificity, include serial numbers or account categories where appropriate, and attach exhibits to avoid ambiguity when enforcing remedies.
Coordinate Filings
Plan UCC-1 amendments or continuations with the jurisdiction where collateral is located; file promptly after execution to sustain or improve priority.
Preserve Evidence
Retain signed PDFs, audit trails, and communications demonstrating intent, consent, and attribution to support enforceability under ESIGN and UETA.

Frequently Asked Questions About Restated Security Agreements

Answers to common questions on execution, eSigning, filing, and fixing errors when restating a security agreement.


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