this agreement is made as of this _________,_________,_________(m/d/y),between aaa inc. and all its domestic subsidiaries and affiliates ('aaa') and the informal committee of unsecured creditors of aaa (the 'committee').
witnesseth
whereas, on _________,_________,_________(m/d/y)(the 'committee organization date'), the committee organized itself, at the request of aaa, and as initially organized is comprised of the following companies: bbb, inc. ccc, ddd, inc., eee company, fff, llc, ggg, pacific asset management; and
whereas, the committee has advised aaa that it has retained the services of hhh llp ('tb&f') as its counsel; and
whereas, aaa is desirous of entering into an out of court composition, extension or other acceptable agreement providing for the treatment of its outstanding claims (the 'composition agreement') and further, aaa has agreed to allow the committee a reasonable period of time to conduct such due diligence as it may require to determine the feasibility and advisability of entering into such a composition agreement (the 'standstill period'), and
whereas, other than as provided in paragraph 2 of this agreement, aaa has agreed that during the standstill period it shall make no payments, transfers or returns of merchandise on account of any its debts or obligations to anyone that arose or accrued prior to the date of this agreement, without the written consent of the committee.
now therefore, for valuable consideration, including the forbearance of each committee member, the parties hereby agree as follows:
1. this agreement shall remain in effect and shall terminate on the earlier of: (a) 5:00 p.m. (pacific time) on _________,_________,_________(m/d/y); (b) the committee and aaa agree, in a writing executed in the same manner as this agreement, to modify, replace or terminate this agreement; (c) aaa defaults under or otherwise violates the terms of this agreement and the committee terminates this agreement or an order for relief under the bankruptcy code is entered against aaa or an assignment for the benefit of creditors is executed by aaa (collectively, the 'termination date').
2. during the standstill period, aaa shall make no payments, transfers or returns of merchandise on account of any of its past due debts as of the date of this agreement including, but not limited to, goods or merchandise that were shipped or delivered prior to the date of this agreement; provided however, during the standstill period, aaa shall use funds to maintain its existing operations substantially in accordance with a budget to be agreed upon.