Bankruptcy Agreement Form

BANKRUPTCY AGREEMENT FORM

This Bankruptcy Agreement ("Agreement") is entered into as of Effective Date: by and between Debtor Name: , whose principal address is , and Creditor Name: , whose principal address is .

RECITALS

WHEREAS, Debtor has filed a petition under Title 11 of the United States Code in the Bankruptcy Court for the District of , styled as Case No. (the "Bankruptcy Case"), on Filing Date: .

WHEREAS, Creditor asserts that it holds a Claim in the Bankruptcy Case in the approximate amount of , secured by Collateral described as ; and

WHEREAS, the Parties wish to enter into an agreement setting forth the treatment of Creditor's Claim, the disposition of Collateral, and the rights and obligations of the Parties with respect to the Bankruptcy Case without further contested litigation, subject to court approval where required.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "Claim" means any right to payment or equitable remedy asserted by Creditor against Debtor arising prior to the Filing Date. 1.2 "Collateral" means the assets described in Collateral Description: . 1.3 Terms defined elsewhere in this Agreement shall have the meanings ascribed to them in the section where they appear.

2. TREATMENT OF CLAIMS

2.1 Proof of Claim. Creditor shall timely file or amend a Proof of Claim in the Bankruptcy Case in the amount set forth above unless expressly waived in writing. Creditor's right to file a claim is subject to the deadlines and requirements of the Bankruptcy Court.

2.2 Payment and Treatment. Subject to Court approval, Debtor shall make payments to Creditor in accordance with the schedule set forth below. Total principal to be paid to Creditor: . Payment schedule (describe terms):

3. SECURITY, COLLATERAL AND LIENS

3.1 Security Interest. To secure Debtor's obligations under this Agreement, Debtor grants Creditor a security interest in the Collateral identified above. The Parties agree to execute and record such financing statements, deeds of trust, assignments, or other documents as reasonably necessary to perfect Creditor's security interest.

3.2 Disposition of Collateral. Creditor's right to retain, sell, or otherwise dispose of Collateral shall be governed by the Bankruptcy Code and any order of the Bankruptcy Court. Any sale or disposition shall account for net proceeds and application to the Claim as set out in Section 2.2.

4. RELEASES

4.1 Mutual Release. Upon full performance by the Parties of the material terms of this Agreement and, where required, entry of a final order of the Bankruptcy Court approving this Agreement, Debtor shall be deemed to have released Creditor from all pre-petition claims arising out of the matters related to the Claim, and Creditor shall release Debtor from any claims related to the Collateral except for remedies expressly preserved in this Agreement.

4.2 Reservation of Rights. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to release claims arising from fraud, willful misconduct, or criminal acts.

5. REPRESENTATIONS AND WARRANTIES

5.1 Debtor represents and warrants that (a) Debtor has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement have been duly authorized by all necessary corporate or fiduciary action; and (c) except as disclosed to Creditor, there are no other liens or encumbrances on the Collateral that would impair Creditor's security interest.

5.2 Creditor represents and warrants that (a) it holds the Claim asserted herein; (b) it has authority to negotiate and enter into this Agreement; and (c) it has disclosed to Debtor any material defenses or setoffs known to Creditor as of the Effective Date.

6. COVENANTS

6.1 Debtor Covenants. Debtor covenants to perform all obligations under this Agreement, to cooperate with Creditor in documenting and perfecting any security interests, and to provide periodic financial information reasonably requested by Creditor until the Claim is satisfied.

6.2 Creditor Covenants. Creditor covenants not to commence or continue any non-consensual enforcement action against Debtor or the Collateral except as permitted by this Agreement or by order of the Bankruptcy Court.

7. DEFAULT AND REMEDIES

7.1 Events of Default. The following shall constitute an Event of Default: (a) Debtor's failure to make any payment when due under Section 2.2 that remains uncured for a period of ten (10) calendar days after written notice; (b) any material breach of Debtor's representations or covenants; or (c) conversion of the Bankruptcy Case to a chapter other than as contemplated by this Agreement without Creditor's written consent.

7.2 Remedies. Upon occurrence of an Event of Default and expiration of any applicable cure period, Creditor shall have all remedies available at law or in equity, including relief from the automatic stay to enforce its security interest, subject to any applicable Bankruptcy Court orders and limitations set forth herein.

8. NOTICES

Notices to Debtor

Notices to Creditor

All notices required or permitted under this Agreement shall be in writing and effective upon delivery by hand, overnight courier, or certified mail to the addresses above, or such other address as a Party designates in writing.

9. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude any other or future exercise of that right.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles, except to the extent that federal bankruptcy law preempts state law.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

12. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. A facsimile or electronically transmitted signature shall be deemed an original for all purposes.

13. MISCELLANEOUS

13.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Creditor may assign its rights to an affiliate or purchaser of the Claim.

13.2 Survival. All representations, warranties and covenants made herein shall survive the execution and termination of this Agreement to the extent necessary to enforce the Parties' rights.

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