Legal Bankruptcy Proceedings

LEGAL BANKRUPTCY PROCEEDINGS AGREEMENT

This Agreement concerning legal bankruptcy proceedings is entered into as of by and between Creditor Name: (hereinafter "Creditor") and Debtor Name: (hereinafter "Debtor"). The Creditor and Debtor are sometimes individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Debtor filed a voluntary petition for relief under Title 11 of the United States Code in the United States Bankruptcy Court for the District of , Case No. (the "Bankruptcy Case") on or about ;

WHEREAS, Creditor asserts a claim against the Debtor in the Bankruptcy Case in the aggregate asserted amount of (the "Claim"), which Claim is presently claimed as secured unsecured;

WHEREAS, the Parties desire to stipulate and agree to the treatment, administration and disposition of the Claim in accordance with the terms set forth below and to present this Agreement to the Bankruptcy Court for its approval, subject to the entry of a final order consistent with the terms herein.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings specified below: "Bankruptcy Court" means the United States Bankruptcy Court for the District of ; "Effective Date" means the date set forth in Section 12 below.

2. STIPULATION OF FACTS

The Parties stipulate that, solely for purposes of the Bankruptcy Case and subject to the Bankruptcy Court's approval, the Debtor's obligations to Creditor arising from the Claim are as set forth in this Agreement. The Parties further stipulate that the amounts and classifications agreed to herein shall be binding only upon entry of an order of the Bankruptcy Court approving this Agreement.

3. TREATMENT OF CLAIM

Creditor's Claim shall be treated as follows (select one applicable treatment and complete related fields):

Creditor shall be paid in full through the Debtor's confirmed plan or by payment from available estate funds in the total amount of , payable as provided in the plan.

Creditor shall accept a compromise amount of , to be paid in accordance with the schedule set forth in the confirmed plan.

If secured, Creditor's lien shall be treated as:

4. RELEASES AND RESERVATIONS

Upon final allowance and payment of the Claim as provided in Section 3 and upon entry of a final order approving this Agreement, Creditor releases the Debtor and the Debtor's estate from any and all claims, demands, causes of action and liabilities arising out of or relating to the Claim. Notwithstanding the foregoing, nothing in this Agreement shall be construed as a release of claims arising from fraud, willful misconduct or criminal conduct.

5. BANKRUPTCY COURT ACTIONS

The Parties shall cooperate in submitting this Agreement to the Bankruptcy Court and shall use commercially reasonable efforts to obtain entry of an order approving this Agreement. Any obligation of the Parties under this Agreement is conditioned upon the entry of a final, non-appealable order of the Bankruptcy Court approving the terms of this Agreement without modification materially adverse to either Party.

6. CONFIDENTIALITY

Except as required by the Bankruptcy Court or applicable law, the Parties agree that the terms of this Agreement shall be treated as confidential settlement communications and shall not be disclosed to third parties without the prior written consent of the other Party; provided, however, that disclosure to counsel, accountants, advisors and the Bankruptcy Court is permitted.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that (a) it has full authority to enter into and perform this Agreement; (b) the individual executing this Agreement on its behalf is duly authorized to do so; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, subject to bankruptcy law limitations.

8. COVENANT TO COOPERATE

The Parties shall cooperate, execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the terms and intent of this Agreement, including but not limited to supporting motions and proposed orders submitted to the Bankruptcy Court.

9. NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered by hand, overnight courier, or certified mail, return receipt requested, to the addresses provided above or to such other address as a Party designates by written notice in accordance with this Section.

10. AMENDMENTS; WAIVER

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party against whom enforcement is sought. The failure of any Party to enforce any provision hereof shall not constitute a waiver of such provision or of the right to enforce that provision in the future.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to principles of conflicts of law. To the extent not preempted by federal bankruptcy law, the Parties submit to the exclusive jurisdiction of the Bankruptcy Court.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely effects the Parties' intent.

13. 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. Signatures delivered by electronic means shall be deemed to be original signatures for all purposes.

14. EFFECTIVE DATE

This Agreement shall become effective on the date upon which the Bankruptcy Court enters a final order approving this Agreement, or on , if earlier and agreed in writing by the Parties.

15. AUTHORIZATION TO EXECUTE

Each signatory below represents and warrants that he or she is duly authorized to execute this Agreement on behalf of the Party for which he or she signs and that by signing below the Party is bound by the terms of this Agreement.

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