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                        债务重组的含义

    债务重组，又称债务重整，是指债权人按照其与债务人达成的协议或法院的裁决同意债务人修改债务条件的事项。也就是说，只要修改了原定债务偿还条件的，即债务重组时确定的债务偿还条件不同于原协议的，均作为债务重组。

    债务重组的特征

    1财务经营状况相对不佳的公司较多，产业相对集中。 通常，债务重组与债务困难、债务危机联系在一起，因此据披露情况看，目前进行债务重组的大多是生产经营和财务结构不太好的公司。

    2、多涉及关联方，甚至有政府介入，非帐面的重组损益巨大。

    3、信息披露不充分、不规范：有关债务重组的信息只是散见于重大诉讼仲裁事项、关联方关系及其交易、期限及或有关事项、现金流量表附注等部分，披露行为随意性大，债务重组给公司带来的损益情况更是不明确。

    债务重组协议

    甲、乙、丙三方经过友好协商，达成如下协议：

    第一条 乙方于××年××月××日之前一次性向甲方支付××万元人民币，甲方免除乙方所欠剩余借款本金及利息××万元。

    第二条 自本合同签订之日，甲方对乙方重组后的债务按―‰的月利率计收利息。(甲方可根据实际情况决定是否计息)

    第三条 乙方如连续两次未按第一条规定的还款计划还款，又未得到甲方认可，甲方将视为严重违约。甲方有权取消对乙方的全部承诺，单方解除本合同，对其中乙方已归还甲方的款项作为乙方正常偿还欠款处理，并依法采取各种手段追回乙方所欠的剩余借款本金计利息。

    第四条 如乙方于××年××月××日之前不能偿还全部所承诺的××万元债务，甲方有权取消对乙方的全部承诺，单方解除本合同，对其中乙方已归还甲方的款项作为乙方正常偿还欠款处理，并依法采取各种手段追回乙方所欠的剩余借款本金及利息。

    第五条 在乙方未归还全部所承诺的××万元债务之前，甲方不放弃除本合同有明确约定之外的任何权利(包括对抵押物的有关权利)。

    第六条 乙方承诺：其任何改制、改组和资产转让、变卖等严重影响履约能力的行为，必须事先征得甲方的同意。否则，甲方有权单方解除本合同。

    第七条 丙方承诺在乙方如期归还全部所承诺的××万元债务并终止双方的债权债务关系之前，继续承担原来的担保责任。

    第八条 甲、乙双方的其它约定：

    一、乙方用其合法拥有的××资产作为债务重组的抵押物(抵押手续另行办理)，甲方享有相关权利;

    二、××公司自愿为甲、乙双方之间的债务重组提供担保连带责任保证(另行签订保证合同);

    三、双方约定的其它事项。

    第九条 本协议未尽事宜由各方协商解决;

    第十条 各方因履行本合同而发生的纠纷，由甲方住所地人民法院管辖。

    第十一条 本合同一式三份，甲、乙、丙方各执一份;

    第十二条 本合同自各方有权签字人签字并加盖公章后生效。

    甲方： (盖章)

    授权代表：(签字)

    乙方：(盖章)

    授权代表： (签字)

    丙方： (盖章)

    授权代表： (签字)

    债务重组协议的法律后果

    债务重组从本质而言,　是一项法律活动,　其是旨在通过一定的方式改变债权人与目标公司(债务人)之间原有债权债务合同关系的过程。　例如,　以资产清偿方式进行的重组,　是债权人与目标公司变更债权、债务合同并依约履行的行为;　以债权转股权方式的重组,　将债权人与目标公司之间的债权、债务合同关系转变为股权投资关系;　以修改债务条件方式进行的重组,　则是对债权人与目标公司原有合同项下权利义务的变更。至于在法院主持下达成的重组协议及其履行过程,　其法律属性更是毋庸置疑的。另一方面,　 债权人与目标公司债务重组这一缔约过程的核心是双方间重新进行的债权、债务确认。而该确认本身就体现着新的法律关系的产生。

    与同样具有消灭债权债务关系功能的破产程序相比，困难债务重组体现为双方当事人之间的谈判与协议的过程,　法律干预程度较低，与破产程序的　“法定准则”　及“司法主导”　两大特征形成鲜明的对比。但是，债务重组既然是当事人之间的协商活动，也应当贯彻、体现法律对缔约过程所要求的平等、自愿、互利诸原则，以均衡双方当事人的利益。由于债务重组本身意味着债权人作出了让步,　遭受一定的利益损失,　这就更需要人们关注如何在这一协议过程中实现利益均衡的问题。

The meaning of debt restructuring

Debt restructuring, also known as debt restructuring, refers to the matter in which creditors agree to the debtor's modification of debt conditions in accordance with the agreement reached between them and the debtor or the court's ruling. That is to say, as long as the original debt repayment conditions are modified, that is, if the debt repayment conditions determined during debt restructuring are different from the original agreement, they will be considered as debt restructuring.

The characteristics of debt restructuring

1. There are many companies with relatively poor financial and operational conditions, and the industry is relatively concentrated. Usually, debt restructuring is associated with debt difficulties and crises, so according to disclosed information, most of the companies currently undergoing debt restructuring are those with poor production, operation, and financial structure.

2. Many involve related parties, and even government intervention, resulting in significant non book restructuring gains and losses.

3. Inadequate and non-standard information disclosure: Information related to debt restructuring is only scattered in major litigation and arbitration matters, related party relationships and transactions, terms and/or related matters, notes to cash flow statements, etc. The disclosure behavior is highly arbitrary, and the losses and benefits caused by debt restructuring to the company are not clear.

Debt restructuring agreement

After friendly consultation, Party A, Party B, and Party C have reached the following agreement:

Article 1: The second party shall make a one-time payment of RMB XXX to the first party before XX year XX month XX day, and the first party shall waive the remaining loan principal and interest of RMB XXX owed by the second party.

Article 2: From the date of signing this contract, Party A shall charge interest on Party B's restructured debts at a monthly interest rate of - ‰. (Party A may decide whether to calculate interest based on the actual situation)

Article 3: If Party B fails to repay according to the repayment plan stipulated in Article 1 for two consecutive times without Party A's approval, Party A shall be deemed as a serious breach of contract. The first party has the right to cancel all commitments made to the second party, unilaterally terminate this contract, treat the amount that the second party has returned to the first party as the normal repayment of the debt owed by the second party, and take various measures in accordance with the law to recover the remaining loan principal and interest owed by the second party.

Article 4: If Party B is unable to repay all the promised debts of XX million yuan before XX year XX month XX day, Party A has the right to cancel all commitments to Party B, unilaterally terminate this contract, treat the amount that Party B has returned to Party A as Party B's normal debt repayment, and take various means to recover the remaining loan principal and interest owed by Party B in accordance with the law.

Article 5: Prior to the full repayment of the promised debt of XXX yuan by Party B, Party A shall not waive any rights (including related rights to the collateral) other than those explicitly stipulated in this contract.

Article 6: Party B undertakes that any behavior that seriously affects its ability to fulfill its obligations, such as restructuring, asset transfer, or sale, must obtain Party A's consent in advance. Otherwise, Party A has the right to unilaterally terminate this contract.

Article 7: Party C promises to continue to assume the original guarantee responsibility until Party B repays all the promised debts of XXX yuan on time and terminates the debt relationship between both parties.

Article 8 Other Agreements between Party A and Party B:

1、 The second party shall use its legally owned assets as collateral for debt restructuring (the mortgage procedures shall be handled separately), and the first party shall enjoy relevant rights;

2、 XX Company voluntarily provides joint and several liability guarantees for the debt restructuring between Party A and Party B (a separate guarantee contract shall be signed);

3、 Other matters agreed upon by both parties.

Article 9: Matters not covered in this agreement shall be resolved through consultation among all parties;

Article 10: Any disputes arising from the performance of this contract shall be under the jurisdiction of the people's court in the place where Party A has its domicile.

Article 11: This contract is made in triplicate, with Party A, Party B, and Party C each holding one copy;

Article 12: This contract shall come into effect upon the signature and official seal of the authorized signatories of each party.

Party A: (Seal)

Authorized representative: (signature)

Party B: (Seal)

Authorized representative: (signature)

Party C: (Seal)

Authorized representative: (signature)

Legal consequences of debt restructuring agreements

Debt restructuring is essentially a legal activity aimed at changing the existing contractual relationship between creditors and target companies (debtors) through certain means. For example, a restructuring conducted through asset repayment is the act of creditors and the target company changing their claims and debt contracts and fulfilling them in accordance with the contract; Restructuring through debt to equity conversion, transforming the debt and contractual relationship between creditors and the target company into an equity investment relationship; The restructuring carried out by modifying the debt conditions is a modification of the rights and obligations under the original contract between creditors and the target company. As for the restructuring agreement and its implementation process under the jurisdiction of the court, its legal nature is beyond doubt. On the other hand, the core of the contractual process of debt restructuring between creditors and the target company is the re confirmation of claims and debts between the two parties. And this confirmation itself reflects the emergence of new legal relationships.

Compared with bankruptcy proceedings that also have the function of eliminating creditor debtor relationships, difficult debt restructuring is reflected in the process of negotiation and agreement between the two parties, with a lower degree of legal intervention, forming a sharp contrast with the two major characteristics of bankruptcy proceedings: "statutory norms" and "judicial dominance". However, since debt restructuring is a negotiation activity between the parties, it should also implement and reflect the principles of equality, voluntariness, and mutual benefit required by law for the contracting process, in order to balance the interests of both parties. Due to the fact that debt restructuring itself means that creditors have made concessions and suffered certain losses of benefits, it is even more necessary for people to pay attention to how to achieve a balance of interests in this agreement process.