Restructuring Agreement Template

RESTRUCTURING AGREEMENT

This Restructuring Agreement (the "Agreement") is made as of , by and between Party A: , an entity organized as Corporation LLC Other , with its principal place of business at ; and Party B: , an entity organized as Corporation LLC Other , with its principal place of business at . Each of Party A and Party B may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A is engaged in certain operations and obligations as described in Schedule 1 and desires to effect a corporate and financial restructuring to improve operational continuity and creditor treatment (the "Restructuring");

WHEREAS, Party B holds certain claims, equity interests, or contractual rights against Party A and has agreed, subject to the terms and conditions set forth herein, to accept specified treatment in connection with the Restructuring in exchange for the consideration and covenants set forth in this Agreement;

WHEREAS, the Parties desire to set forth their mutual agreements, allocations of consideration, and procedures for consummation, and to provide for releases, tax treatment, and related matters in connection with the Restructuring.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is expressly acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Allocated Consideration" means the cash, securities, debt instruments, or other property described in Schedule 2 and allocated among holders of Claims and Interests pursuant to this Agreement. The initial Aggregate Consideration shall be .

1.2 "Claims" means all claims, debts, liabilities, demands, causes of action, or rights asserted against Party A arising before the Effective Date, including known and unknown claims, whether contingent or accrued.

2. RESTRUCTURING TRANSACTIONS

2.1 Transaction Description. Subject to the terms and conditions of this Agreement, the Parties shall effect the Restructuring transactions described in Schedule 3, which may include transfers of assets, issuance or exchange of equity or debt, capitalization adjustments, and the establishment of distribution protocols for consideration.

2.2 Closing. The closing of the Restructuring (the "Closing") shall occur on the date mutually agreed by the Parties in writing, which date shall not be later than , unless extended by mutual written agreement.

3. CONSIDERATION, ALLOCATION AND TREATMENT OF CLAIMS

3.1 Consideration. In consideration for the releases and other agreements by the holders of Claims and Interests, Party A or its designee shall deliver the Allocated Consideration in accordance with the allocation methodology set forth in Schedule 2.

3.2 Allocation. The Parties agree that the allocation of consideration among classes of Claims and Interests shall be binding and final, provided that such allocation conforms to applicable law and to the express terms of this Agreement and its schedules.

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations of Party A. Party A represents and warrants to Party B that: (a) Party A is duly organized and validly existing under the laws of its jurisdiction of organization; (b) Party A has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (c) the execution and delivery of this Agreement by Party A and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action; and (d) to Party A's knowledge, the execution and performance of this Agreement do not constitute a breach or default under any material agreement or instrument to which Party A is a party.

4.2 Representations of Party B. Party B represents and warrants to Party A that: (a) Party B has the full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) Party B's execution and delivery of this Agreement and performance hereunder have been duly authorized; and (c) Party B is the lawful holder of the Claims and/or Interests listed on Schedule 1 (if applicable) and has the authority to bind the holders it purports to represent.

5. COVENANTS

5.1 Conduct Prior to Closing. Each Party covenants to act in good faith and to cooperate reasonably with the other Party to obtain any consents, approvals, or authorizations necessary to effect the Restructuring and to take commercially reasonable steps to satisfy the conditions precedent set forth in Section 6.

5.2 Further Assurances. Following the Closing, each Party shall execute and deliver such instruments and take such actions as may be reasonably necessary or desirable to carry out the purposes and intent of this Agreement.

6. CONDITIONS PRECEDENT

6.1 Conditions to Each Party's Obligations. The obligations of each Party to proceed to Closing are subject to the following conditions precedent: (a) the accuracy of the other Party's representations and warranties as of the Closing Date except to the extent such representations are qualified by materiality; (b) the other Party's performance of its covenants and obligations required to be performed prior to the Closing; and (c) receipt of all required consents, approvals, and waivers.

7. RELEASES

7.1 Release by Holders of Claims. Upon receipt of the Allocated Consideration at Closing, each holder of a Claim or Interest that is a party to or bound by this Agreement shall release and discharge the Released Parties from all Claims relating to the periods and matters described in Schedule 4, except for any Claims expressly preserved in this Agreement.

7.2 Reserved Rights. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to release any Claim arising from fraud or willful misconduct, except to the extent expressly waived in writing.

8. TAX MATTERS

8.1 Tax Reporting and Allocation. The Parties shall cooperate in good faith to determine the tax characterization and reporting of the Restructuring, and each Party shall be responsible for its own tax liabilities attributable to transactions contemplated by this Agreement, except as otherwise expressly provided herein.

9. CONFIDENTIALITY

9.1 Confidential Information. Except as required by law or agreed in writing, each Party shall keep confidential and not disclose to any third party the terms of this Agreement and any non-public information exchanged in connection with the Restructuring; provided that disclosure to each Party's legal, financial, and tax advisors is permitted on a need-to-know basis and such advisors are bound by confidentiality obligations.

10. NOTICES

All notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or five (5) business days after deposit in certified mail, return receipt requested, to the addresses set forth above or to such other address as a Party may designate by notice in accordance with this Section.

11. AMENDMENT AND WAIVER

This Agreement may be amended, waived, or modified only by a written instrument executed by the Parties. No failure or delay by any Party in exercising any right hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

12. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in that state for purposes of any action arising out of or relating to this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, including its schedules and exhibits, constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, relating to the Restructuring.

13.2 Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted by law, and the remainder of this Agreement shall remain in full force and effect.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Execution and delivery of a counterpart by electronic transmission (including PDF) shall be effective as an original.

15. MISCELLANEOUS

15.1 Expenses. Except as otherwise provided herein, each Party shall bear its own fees and expenses incurred in connection with the negotiation, preparation, execution, and performance of this Agreement.

15.2 Interpretation. Headings are for convenience only and shall not affect the interpretation of this Agreement. References to "including" mean "including without limitation."

SCHEDULES AND EXHIBITS

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