- STANDSTILL AGREEMENT.docVIP

STANDSTILL AGREEMENT 　　This Agreement is made as of this _________,_________,_________(M/D/Y),between AAA Inc. and all its domestic Subsidiaries and Affiliates (#39;AAA#39;) and the Informal Committee of Unsecured Creditors of AAA (the #39;Committee#39;). 　　WITNESSETH 　　WHEREAS, on _________,_________,_________(M/D/Y)(the #39;Committee Organization Date#39;), 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 (#39;TBamp;F#39;) 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 #39;Composition Agreement#39;) 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 #39;Standstill Period#39;), 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, replac