SETTLEMENT AGREEMENT, 합의 계약서, 비용/채무 지불, 영문 계약서

SETTLEMENT AGREEMENT

 

TABLE OF CONTENTS

Page

1. Loan Obligations ············································································· 2

2. Maintenance of Loan Obligations ·························································· 3

3. Settlement Period ············································································· 4

4. Settlement : Extension of Settlement Period : Termination. ···························· 4

5. Settlement of Guarantee Obligations ······················································ 6

6. Conditions ····················································································· 6

7. Financing and Other Contingencies ························································ 6

8. General ························································································· 7

 

EXHIBIT A CREDITOR’S CLOSING CERTIFICATE ·································· 10

 

SCHEDULE 1 LOAN OBLIGATIONS AND COLLATERALS ······················· 12

SCHEDULE 2 LIST OF LOAN DOCUMENTS ·········································· 13

SCHEDULE 3 LOAN OBLIGATIONS TO BE ROLLED OVER ······················ 14

 

 

 

 

 

 

 

 

 

SETTLEMENT AGREEMENT

 

 

THIS SETTLEMENT AGREEMENT (this “Agreement”) is dated as of [•], 20[•], and is by and among:

 

A.         [•], a corporation duly established and existing under the laws of [Name of the Country] with its principal place of business at [•], and with its fax number at [•](“Creditor”); and

 

B.        [AAA] Corporation, a corporation duly established and existing under the laws of [Name of the Country] with its principal place of business at [•], and with its fax number at [•] (“Debtor”); and

 

 

C.          [BBB [•] Manufacturing Corporation] and [BBB [•] Industries, Ltd,] and [BBB [•] Corporation] and [other BBB entity] and [(the following individuals) [•]], with their fax numbers at [•](individually and collectively, “Guarantor Parties”); and

 

D.         [CCC], a corporation duly established and existing under the laws of [Name of the Country] with its principal place of business at [•], with its fax number at [•] (“[CCC]”).

 

RECITALS AND CERTAIN DEFINED TERMS

 

WHEREAS, Creditor and Debtor have entered into certain loan agreements or other financial arrangements pursuant to which Creditor provided certain loans or other credits or financial accommodations to Debtor (the “Loan Obligations”, including any such obligations, indebtedness, and undertakings, whether present, future or contingent, whether joint, several, or joint and several, and whether primary or secondary, including interest, fees and expenses relating thereto, and including, without limitation, any thereof as amended, modified, extended, and supplemented) (the “Loan Obligations” also include any loans, credits or financial accommodations provided to Debtor, by any  other person and now owned or held by Creditor, including any such obligations, indebtedness, and undertakings, whether primary or secondary, including interest, fees and expenses relating thereto, and including, without limitation, any thereof as amended, modified, extended, and supplemented); and

WHEREAS, some or all of the Loan Obligations have been guaranteed by the Guarantor Parties; and

 

WHEREAS, Creditor is the sole owner and holder of the Loan Obligations; and

 

WHEREAS, Debtor filed a petition for composition, as applicable, with the [•] Court on [DATE]; and

 

WHEREAS, Debtor has negotiated with Creditor for a settlement, discharge, and cancellation of the outstanding balance of the Loan Obligations, and Creditor has agreed with Debtor and with the Guarantor Parties to settle, discharge, and cancel the outstanding balance of the Loan Obligations; and

 

WHEREAS, Debtor and [CCC] Have negotiated for the sale and purchase of certain assets of Debtor and have agreed that [CCC]. Shall make payment therefor to Creditor and other creditors of Debtor rather than to Debtor, and that such payment shall be deemed to have been received by Debtor from [CCC]; and

 

WHEREAS, Debtor, Guarantor Parties, [CCC] And Creditor intend that this Agreement shall set forth the terms and conditions pursuant to which Debtor and Credit settle, and Creditor discharges and cancels, the Loan Obligations pursuant to Debtor’s composition plan or reorganization plan, as the case may be.

 

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and agreements set forth herein, the parties hereto agree as follows;

 

1. Loan Obligations : Loan Documents. Creditor makes the following representations and warranties to [CCC], Debtor and the Guarantor Parties:

 

a.           As of the date of this Agreement, the aggregate amount of the outstanding and unpaid balance of the indebtedness of the Loan Obligations is listed on Schedule 1, and Debtor has no indebtedness, obligations or liabilities of any kind to Creditor other than the Loan Obligations in such amount;

 

b.          The collateral listed on Schedule 1 attached hereto is the only Collateral (herein defined) (“Collateral” means any property of any person pledged or granted to Creditor to secure the Loan Obligations);

 

c.           The instruments, promissory notes, loan agreements, security agreements, assignments, contracts, documents, mortgages, pledge agreements, other agreements, guarantees, endorsements, bonds and letters of credit listed on Schedule 2 attached hereto are the only Loan Documents (herein defined) (“Loan Documents” means any instruments, promissory notes, loan agreements, security agreements, assignments, contracts, documents, mortgages, pledge agreements, deeds, other agreements, guarantees, endorsements, bonds and letters of credit that evidence, secure or guarantee the Loan Obligations, and any modifications, extensions and substitutions of or for any thereof from time to time);

 

d.          Creditor has not sold, transferred, pledged, assigned, participated, subordinated or otherwise encumbered any or Creditor’s rights or interests in the Loan Obligations, or the Loan Documents, or the Collateral, to or in favor of any person;

 

e.           Creditor has all necessary right, power and authority to execute, deliver and perform this Agreement;

 

f.           No consents, authorizations or approvals of any person or entity (governmental, judicial, regulatory or otherwise) are necessary for Creditor to execute, deliver and perform this Agreement, or if any such consents, authorizations or approvals of any person or entity (governmental, judicial, regulatory or otherwise) are necessary for Creditor to execute, deliver or perform this Agreement, such consents, authorizations or approvals have been duly obtained, taken or given, are in full force and effect (and shall remain in full force and effect throughout the term of this Agreement), and are unconditional and irrevocable; and

 

g.          This Agreement shall be enforceable against Creditor in accordance with its terms.

 

 

2. Maintenance of Loan Obligations. Debtor makes the following representations and warranties to Creditor, [CCC] And the Guarantor Parties:

 

a.           Loan Obligations, Loan Documents or Collateral shall remain in full force and effect until Creditor’s rights or interests therein are settled, discharged and cancelled in accordance with the terms and conditions of this Agreement;

 

b.          Debtor shall use due diligence to perform such obligations with respect to any Collateral, including but not limited to the mortgage by transfer, as required by the Loan Document. Notwithstanding any provision to the contrary herein, Debtor hereby agrees and acknowledges that Creditor is entitled to exercise any of the mortgage rights and security interests against the Collateral with a prior written notice to Debtor if Debtor fails to perform such obligations as provided in the Loan Documents.

 

 

3. Settlement Period. Creditor agrees to forbear from exercising any of Creditor’s rights or remedies against Debtor or against the Guarantor Parties or against any Collateral (except the insurance policy which has been pledged for the benefit of Creditor and transformed to the insurance proceeds on whatever account), under the Loan Documents or otherwise, for the period from the date of this Agreement until the later of [•] days after the date of this Agreement (the “Settlement Period”). During the Settlement Period, Creditor shall not without [CCC]’s prior written notice, sell, transfer, pledge, assign, participate, subordinate or otherwise encumbered any of Creditor’s rights or interests in the Loan Obligations, the Loan Documents or any Collateral, to or in favor of any person, or enter into any contract or agreement in favor of any person to sell, transfer, pledge, assign, participate, subordinate or otherwise encumbered any of Creditor’s rights or interests in the Loan Obligations, the Loan Documents or any Collateral. During the Settlement Period, Creditor shall provide to [CCC] and to representatives of any Funding Sources (herein defined), such information regarding the Loan Obligations, the Loan Documents, and any Collateral, as [CCC], or such representatives of Funding Sources, may request from time to time. [CCC] And representatives of any Funding Sources shall be permitted to review the Loan Obligations, the Loan Documents, and any Collateral at Creditor’s place of business during normal business hours.

 

 

4. Settlement : Extension of Settlement Period : Termination.

 

a.           Subject to the terms and conditions of this Agreement, the parties hereto agree that (i) payment of the aggregate amount as listed on Schedule 1 plus any amount incurred by Creditor in performing its guarantee obligation for the benefit of Debtor (the “Settlement Amount”), which shall be denominated in the relevant currency as of the date of such payment, shall be made on the Settlement Date (herein defined) by [CCC] To Creditor and ( ii ) such payment (the “Settlement”) shall settle, discharge, cancel, release, and extinguish all of the Loan Obligations other than such Loan Obligations that shall be rolled over as set forth in Schedule 3 hereto, but including without limitation, all of Creditor’s right, title and interest in any instruments, promissory noted, loan agreements, security agreements, assignments, contracts, documents, mortgages, pledge agreements, other agreements, guarantees, endorsements, bonds and letters of credit that evidence, secure or guarantee the Loan Obligations, and all of Creditor’s claims, rights and remedies against Debtor and the Guarantor Parties and any other parties with respect to the Loan Obligations, and Creditor’s rights to all Collateral, if any, that secures the Loan Obligations.

 

b.          The parties hereto agree that the payment of the Settlement Amount shall directly be made by [CCC], on behalf of Debtor, to Creditor on the Settlement Date and that such payment shall be deemed to have been made by Debtor to Creditor, and shall be deemed to have been received by Debtor from [CCC], as party of the aggregate purchase price for the assets acquired by [CCC]

 

c.           The date, time and place of Settlement shall be determined by [CCC] After consultation with Creditor, provided that the date and time of Settlement (the “Settlement Date”) shall be within the Settlement Period and the place of Settlement shall be in [Place and Country]. [CCC] shall give Creditor written notice of the date, time and place of Settlement at least [•] business days’ prior to Settlement, which notice shall be hand delivered, or sent by express or overnight delivery service, or sent by fax, to Creditor’s place of business listed on the first page of this Agreement.

 

d.          At Settlement, (i) [CCC] shall pay the Settlement Amount to Creditor, or cause the Settlement Amount to be paid to Creditor, by wire transfer in accordance with Creditor’s wiring instructions, or by such alternative method of payment as may be satisfactory to [CCC] and Creditor, and (ii) Creditor shall deliver to Debtor such instruments, certificates and other documents as may be necessary or appropriate to settle, discharge, cancel, release and extinguish all of the Loan Obligations and Loan Documents and Creditor’s rights to any Collateral (and Creditor shall also deliver to Debtor any Collateral in the possession of Creditor), together with a closing certificate in the form of Exhibit A attached hereto (or in such other form as may be satisfactory to [CCC]) executed by an officer of Creditor having authority to execute and deliver such a certificate on behalf of Creditor (the “Creditor’s Closing Certificate”)

 

e.           [CCC] shall have the right to extend the Settlement Period only once for an additional [•] ( [•] ) days, in [CCC]’s discretion, by giving Creditor written notice thereof [•] ( [•] ) business days prior to the expiration of the Settlement Period, which notice shall be hand delivered, or sent by express or overnight delivery service, or sent by fax, to Creditor’s place of business listed on the first page of this Agreement.

 

 

5. Settlement of Guarantee Obligations. With respect to Debtor’s guarantee obligations owed to Creditor relating to the loan provided by Creditor to [•] in amount of [•], the parties hereto agree that (i) [CCC] will pay to Creditor on the Settlement Date and (ii) such payment shall settle, discharge, cancel, release, and extinguish all of such Guarantee Obligations, including without limitation, all of Creditor’s right, title and interest in any instruments, promissory notes, loan agreements, security agreements, assignments, contracts, documents, mortgages, pledge agreements, other agreements, guarantees, endorsements, bonds and letters of credit that evidence or secure such Guarantee Obligations, and all of Creditor’s claims, rights and remedies against Debtor and the Guarantor Parties and any other parties with respect to such Guarantee Obligations, and Creditor’s rights to all Collateral, if any, that secures such Guarantee Obligations, provided that the provisions of Sections 3d., 3c., 3e. of this Agreement, with such changes as the context requires, shall be applicable.

 

 

6. Conditions. The parties’ respective obligations under this Agreement shall be subject to approval of Debtor’s composition plan or reorganization plan and consents of all secured creditors, as applicable, prior to Settlement.

 

 

7. Financing and Other Contingencies. [CCC]’s obligations under this Agreement shall be contingent upon the following:

 

a.           Debtor and [CCC] obtaining agreements (the “Other Settlement Agreements”) with all (or such number as may be satisfactory to Debtor and [CCC], in Debtor’s and [CCC]’s discretion) of Debtor’s other secured and unsecured creditors, on such terms and conditions as may be satisfactory to Debtor and [CCC], in Debtor’s and [CCC]’s discretion, pursuant to which such other creditors agree to settle, discharge and cancel (satisfactory to Debtor and [•] in Debtor’s and [CCC]’s discretion) all of the loan obligations, loan documents, loan balances, and collateral, in respect of loans and any other credits or financial accommodations to Debtor owned by such creditors.

 

b.          [CCC] obtaining bridge financing (or other funding) from one or more sources (the “Funding Sources”) satisfactory to [CCC], in [CCC]’s discretion, in amounts and on terms satisfactory to [CCC], in [CCC]’s discretion, to enable [CCC] to pay the Settlement Amount and complete Settlement in accordance with the terms of this Agreement, and to complete the settlements under the Other Settlement Agreements.

 

c.           Settlements having been completed under the Other Settlement Agreements, or Debtor and [CCC] having received assurances satisfactory to Debtor and [CCC], in Debtor’s and [CCC]’s discretion, that such settlements shall be completed concurrent with the Settlement under this Agreement or, in Debtor’s and [CCC]’s discretion, by another date satisfactory to Debtor and [CCC]

 

The contingencies set forth in this Section are for the benefit of the debt recovery process and may be waived in whole or in part by Debtor and [CCC], in Debtor’s and [CCC]’s discretion.

 

 

8. General

 

a.           Governing Law. This Agreement shall be construed and governed under the laws of the Republic of [Name of the Country] without the application of its conflicts of law provisions.

 

b.          Dispute. The parties agree to submit any dispute arising under or in connection with this Agreement to the [•] District Court.

 

c.           Language. This Agreement shall be executed in English and [•] versions. In case of any discrepancy between the two versions of the Agreement, the English version shall prevail over the [•] version.

 

d.          Counterparts. This Agreement may be executed in counterparts and each shall be effective as an original.

 

e.           Recitals. This recitals to this Agreement are part of this Agreement, and terms that are defined in the Recitals and used in this Agreement shall have the meaning given them in the Recitals.

 

f.           Assignment. Creditor acknowledges that Debtor and [CCC] may rely upon this Agreement in entering into agreements with Debtor’s other creditors. Creditor also acknowledges that [CCC] may rely upon this Agreement in obtaining funds to pay the Settlement Amount.

 

g.          Reliance. Creditor acknowledges that Debtor and [CCC] may rely upon this Agreement in entering into agreements with Debtor’s other creditors. Creditor also acknowledges that [CCC] may rely upon this Agreement in obtaining funds to pay settlement Amount.

 

h.          Modifications. Creditor agrees to execute and deliver such reasonable modifications of this Agreement as [CCC] may request in order to accommodate requests of any person or persons who may provide funds to [CCC] for the Settlement Amount so long as such modifications facilitate foreign capital inducement without impairing Creditor’s rights under the Loan Obligations.

 

i.           Schedule 1 and Schedule 2. The parties intend that Schedule 1 and Schedule 2 to this Agreement shall at all times list all times list all Loan Obligations, all Loan Documents, and all Collateral, as the case may be, and the parties agree to supplement Schedule 1 and Schedule 2, as the case may be, as necessary, from time to time prior to Settlement, so that Schedule 1 and Schedule 2, as the case may be, shall list all Loan Obligations (including any arising after the date of this Agreement), all Loan Documents (including any modifications, extensions and supplements made after the date of this Agreement) and all Collateral (including any provided after the date of this Agreement).

 

j.           Survival of Representations and Warranties. The representations and warranties made in this Agreement and in the Creditor’s Closing Certificate shall survive Settlement.

 

 

 

 

 

 

 

 

  IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth above.

 

[CREDITOR]

 

By :                            ,

Name : [•]

Title : [•]

 

[DEBTOR]

 

By :                           

Name : [•]

Title : [•]

 

 

[CCC]

 

By :                            

Name : [•]

Title : [•]

 

 

[GUARANTOR PARTIES]

 

By :                            

Name : [•]

Title : [•]

 

 

 

 

 

 

 

 

 

EXHIBIT A

 

CREDITOR’S CLOSING CERTIFICATE

 

[DATE]

 

[Debtor and CCC]

            

Attention : [•]

 

Gentlemen:

 

  The undersigned officer of [•] (“Creditor”) makes this Certificate pursuant to Section 4.d. of the Settlement Agreement dated as of [•], 20[•] (the “Agreement”) between [•] (“Debtor”), (“[CCC]”), [•] and [•], (“Guarantor Parties”) and Creditor.

 

Capitalized terms used in this Certificate shall have the meanings given in the Agreement.

 

The undersigned officer of Creditor hereby certifies to [CCC] as follows:

 

1.          Creditor’s representations and warranties contained in Section 1 of the Agreement are hereby renewed and remade on and as of the date hereof, and are true, accurate and complete in all material respects, and are not breached, on and as of the date hereof.

 

2.          No consents, authorizations or approvals of any person or entity (governmental, judicial, regulatory or otherwise) are necessary for Creditor to execute and deliver this Certificate and perform the Agreement, or if any such consents, authorizations or approvals of any person or entity (governmental, judicial, regulatory or otherwise) are necessary for Creditor to execute and deliver this Certificate or perform the Agreement, such consents, authorizations or approvals have been duly obtained, taken or given, are in full force and effect, and are unconditional and irrevocable.

 

3.          No breach has occurred under the Agreement.

 

4.          The undersigned officer is authorized to make this Certificate on behalf of Creditor, and Debtor, [CCC], any Guarantor Parties, and any Funding Sources are entitled to rely upon this Certificate in completing Settlement.

 

 Made and executed as of the date first above written.

 

                        

 

By :                     

 Name : [•]

 Title : [•]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE 1

 

LOAN OBLIGATIONS AND COLLATERALS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE 2

 

LIST OF LOAN DOCUMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE 3

 

LOAN OBLIGATIONS TO BE ROLLED OVER

 

 

1.          Name of the Lender : [•]

 

2.          Date of the Original Loan Agreement : [•]

 

3.          Principal Amount of Loan Obligations to be rolled over : [•]

 

4.          Interest Rate Applicable for Rolled-over Loan Obligations : [•]

 

5.          Rolled Over Maturity : [•]

 

6.          Other : [•]

 

 

 9 Settlement Agreement.doc