Bankruptcy Final Draft

BANKRUPTCY FINAL DRAFT

This Bankruptcy Final Draft (the "Agreement") is entered into as of by and between Debtor Name: (the "Debtor"), in the bankruptcy case filed at Bankruptcy Court: , Case No.: , and Creditor Name: (the "Creditor").

RECITALS

WHEREAS, on or about , the Debtor filed a voluntary petition under Title 11 of the United States Code in the Bankruptcy Court identified above; and

WHEREAS, the Creditor has asserted a claim against the Debtor in the approximate amount of $ (the "Claim"); and

WHEREAS, the Debtor and Creditor have negotiated a settlement resolving the Claim on the terms set forth in this Agreement and intend to submit this Agreement to the Bankruptcy Court for approval;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 Defined terms used in this Agreement shall have the meanings set forth in the text hereof. "Effective Date" means the date on which the Bankruptcy Court enters an order approving this Agreement and such order becomes a Final Order as defined by the Bankruptcy Code.

2. SETTLEMENT AND PAYMENT TERMS

2.1 Settlement Amount. The Creditor's Claim shall be settled and allowed in the aggregate amount of $ (the "Settlement Amount"), subject to allowance by the Bankruptcy Court.

2.2 Payment Schedule. Debtor shall pay the Settlement Amount as follows:

2.3 Payment Mechanism. All payments required under this Agreement shall be made by wire transfer or check to the account or address designated by the Creditor below. Payment of each installment when due shall be a condition precedent to the Creditor's obligation to grant any releases described herein.

3. CLAIM TREATMENT

3.1 Allowance. Contingent upon entry of a Final Order of the Bankruptcy Court approving this Agreement, the Creditor shall be deemed to hold an allowed general unsecured claim in the amount of $ or such other amount as expressly set forth in the Bankruptcy Court's order.

3.2 Withdrawal of Proofs of Claim. To the extent required by the Bankruptcy Court Order approving this Agreement, Creditor shall, upon receipt of the final payment and within thirty (30) days after the Effective Date, withdraw any outstanding proofs of claim or cause such proofs to be amended to reflect the allowance and treatment set forth in this Agreement.

4. MUTUAL RELEASES

4.1 Upon the Effective Date and subject to full satisfaction of the obligations herein, the Creditor shall release and forever discharge the Debtor and its estate from any and all claims, causes of action and liabilities arising prior to the Effective Date that were or could have been asserted in the Bankruptcy Case, excluding only those obligations expressly preserved by this Agreement.

4.2 The Debtor, in return, shall release the Creditor from any and all claims, counterclaims, demands and causes of action arising from or related to the Claim, excepting only rights to enforce the terms of this Agreement.

5. CONDITIONS PRECEDENT; COURT APPROVAL

5.1 This Agreement is subject to approval by the Bankruptcy Court. Neither party shall have any obligation to perform under this Agreement until the Bankruptcy Court has entered a Final Order approving this Agreement.

5.2 In the event the Bankruptcy Court does not enter an order approving this Agreement or a Final Order is not entered, this Agreement shall be null and void and the parties shall be restored to their respective positions immediately prior to the execution of this Agreement.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that execution and performance of this Agreement does not violate any other agreement or law.

6.2 The parties covenant to execute such further documents and take such actions as may be reasonably necessary to effectuate the terms and intent of this Agreement and the Bankruptcy Court's order approving it.

7. DEFAULT; REMEDIES

7.1 In the event of Debtor's default in any material payment obligation hereunder, Creditor shall provide written notice of default and Debtor shall have ten (10) days from receipt to cure. If not cured, Creditor may pursue all legal and equitable remedies, including seeking relief from the Bankruptcy Court, to enforce this Agreement. Nothing in this Agreement shall limit Creditor's right to seek attorneys' fees and costs as permitted by law or order of the Bankruptcy Court.

8. NOTICES

8.1 All notices required or permitted under this Agreement shall be in writing and delivered personally, by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate in writing.

9. AMENDMENTS; WAIVER; COUNTERPARTS

9.1 This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

9.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the Bankruptcy Court's jurisdiction for matters of procedure, without regard to conflicts of law principles.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties to the fullest extent permitted by law.

13. ATTORNEYS' FEES AND COSTS

In the event of any dispute arising under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs as awarded by the Bankruptcy Court or other tribunal of competent jurisdiction.

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