SupportContract供给协定doc.docx

1、SupportContract供给协定docSupport Contract供给合同 - ADDITIONAL COMPANY AMOUNTS has the meaning set forth in Section 2.6 of the Contract. AFFILIATE of any designated Person means any other Person which, directly or indirectly, controls or is controlled by or is under common control with such designated Pers

2、on. ARRANGER has the meaning provided in the preamble to this Contract. AUTHORIZED OFFICER means, with respect to any Person, the president, any vice president, the treasurer, or any assistant treasurer of such Person, or any other Person granted the relevant authority in writing by the board of dir

3、ectors or management committee, as applicable, of such Person. BUSINESS DAY means any day on which commercial banks are not authorized or required to close in the City of New York, New York and Beijing, _. CERTIFICATE OF PERFORMANCE ACCEPTANCE has the meaning given such term in the Construction Cont

4、ract. CLEARANCE means any authorization, consent, clearance, approval, license, ruling, permit, exemption, filing or registration by or with (except any filing relating to the perfection of security interests), or variance of or from any Governmental Authority. CNAC SUPPORT CONTRACT means the Suppor

5、t Contract, dated the date hereof, between the Company CCC as arranger thereunder. COLLATERAL means, collectively, all property and assets with respect to which a Lien is granted under the Security Documents. COMMENCEMENT DATE has the meaning given such term in the Construction Contract. COMMITMENT

6、of the Arranger means, for each type of Loan, the amount set forth opposite the Arrangers name on Annex B. COMPANY has the meaning provided in the preamble to this Contract. CONSTRUCTION CONTRACT means the Contract for Construction Services between the Company and CCC dated as of , _(Y). CONSTRUCTIO

7、N LOAN has the meaning provided in Section 2.1(a). CONSTRUCTION LOAN NOTE has the meaning provided in Section 2.2(a). CONSTRUCTION PERIOD means the period of time commencing on the Commencement Date and ending on the Mandatory Repayment Date. DEFAULT means, with respect to any document, any event wh

8、ich, with the giving of notice or the passing of time, or both, or the fulfillment of any other applicable condition, would become an event of default under such document. DOLLARS , $ or US$,_ means any coin or currency of the United States of America which is legal tender for the payment of public

9、and private debts. ENVIRONMENTAL LAWS means any laws, rules, regulations, and other legal requirements of any Governmental Authority, foreign or domestic, pertaining to the release of materials into or protection of the environment, including all such legal requirements pertaining to human health an

10、d safety. EVENT OF DEFAULT has the meaning provided in Section 6.1. EVENT OF EMINENT DOMAIN means any compulsory transfer or taking (including by condemnation, confiscation, seizure or requisition of title or use or transfer under threat of compulsory transfer or taking) of all or any material part

11、of the Power Station or the Collateral by any Governmental Authority. EVENT OF LOSS means (i) an event that causes all or a portion of the Power Station or the Collateral to be damaged, destroyed or rendered unfit for normal use for any reason or (ii) the occurrence of an Event of Eminent Domain. FI

12、NANCING DOCUMENTS means the Contract, the Notes, the Security Documents and the Other Contracts. FINANCING EVENT OF DEFAULT means an Event of Default under any Financing Document. FUEL SUPPLY CONTRACT means the Gas Purchase and Supply Contract, dated , _(Y) between the Company and Chengdu Huachuan P

13、etroleum Natural Gas Exploration and Development Company for the long term supply of natural gas to the Power Station. GOOD FAITH CONTEST means the contest of an item if: (i) the item is diligently contested in good faith by appropriate proceedings timely instituted and (ii) the failure to pay or co

14、mply with the contested item during the period of such contest could not reasonably be expected to have a Material Adverse Effect. GOVERNMENT RULE means any constitution, law, regulation, ordinance, rule, directive, judgment, administrative practice, order, writ, injunction or decree of or by any Go

15、vernmental Authority. GOVERNMENTAL AUTHORITY means any governmental authority or judicial, regulatory or administrative body, agency or instrumentality of any country or political subdivision thereof exercising jurisdiction over the Power Station, the Company, the Arranger or any party to a Project

16、Document or Financing Document. GUARANTEE by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing in any manner the payment or performance of any Indebtedness or other obligation of any other Person. GUARANTEED COMPLETION DATE has the meaning g

17、iven such term in the Construction Contract. HUAXI SUPPORT CONTRACT means the Support Contract, dated the date hereof, between the Company and Chengdu Huaxi Electric Power Shareholder (Group) Company Ltd. as arranger thereunder. INDEBTEDNESS means, for any Person, at any date, without duplication (i

18、) obligations created, issued or incurred by such Person for borrowed money; (ii) obligations of such Person to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ord

19、inary course of business; (iii) Indebtedness of others secured by a Lien (other than a Permitted Encumbrance) on the property of such Person; (iv) obligations of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the ac

20、count of such Person (except to the extent such letters of credit or similar instruments are described in any of the Financing Documents or the Project Documents (including performance bonds); (v) capital lease obligations of such Person; and (vi) Indebtedness of others Guaranteed by such Person. IN

21、DEMNIFICATION CONTRACT means the Indemnification Contract dated , _(Y) between the Company and Chengdu Huaxi Electric Power Shareholdering (Group) Company Ltd. INTERCONNECTION CONTRACT means the Interconnection and Dispatch Contract, dated as of , _(Y), between Sichuan Power Dispatch Bureau and the

22、Company. JOINT VENTURE CONTRACT means the Cooperative Joint Venture Contract, dated _,_,_(M,D,Y), among DDD, CCC, and AES China Generating Company Limited. LAND CONTRACT means the StateOwned Land Use Rights Contract to be entered into between the Company and State Land Bureau with respect to the use

23、 of land located at the Site. LETTER(S) OF UNDERTAKING means the letter(s) of undertaking from government entities stating that they will render all necessary support to the Power Purchaser so that the Power Purchaser can perform its obligations under the Power Purchase Contract, including without l

24、imitation (i) the Undertaking Letter of the Chengdu City Economic Commission dated , _(Y); (ii) the Undertaking Letter of the Chengdu City Commodity Price Control Bureau dated , _(Y) and (iii) the Undertaking Letter of the Chengdu Foreign Economic and Trade Commission dated , _(Y). LIEN means, with

25、respect to any property, any mortgage, lien, pledge, charge, lease, easement, servitude, security interest, assignment or encumbrance of any kind on or with respect to such property. LOAN means either a Construction Loan or the Term Loan and Loans means collectively the Construction Loans and the Te

26、rm Loan. LOSS PROCEEDS means all net proceeds or compensation received in respect of any Event of Loss. MANDATORY REPAYMENT DATE means the earlier of (i) date the Company delivers the Certificate of Performance Acceptance to the contractor under the Construction Contract and (ii) the Guaranteed Comp

27、letion Date; provided, however, that if such date is not a Business Day, the Mandatory Repayment Date shall occur on the next following Business Day. MATERIAL ADVERSE EFFECT means a material adverse effect on the financial position, results of operations or business prospects, taken as a whole, of t

28、he Company, including, without limitation, a material adverse effect on (i) the commercial operation of the Power Station, (ii) the ability of the Company to perform any of its material obligations under the Contract, the Project Documents or the Financing Documents, (iii) the validity or priority o

29、f the Liens on any of the Collateral, (iv) the repayment of either the Construction Loans or the Term Loan, as the case may be, or (v) the validity and enforceability of any of the Financing Documents or the Project Documents. NOTE means either the Construction Loan Note or the Term Loan Note, and N

30、otes means collectively the Construction Loan Note and the Term Loan Note. OTHER CONTRACTS means the CNAC Support Contract and the Huaxi Support Contract. OTHER ARRANGERS means CCC and DDD, acting as arrangers under the Other Contracts. PARTY means each of the Arranger and the Company.PEOPLES REPUBL

31、IC OF CHINA ACCOUNTING RULES means the Rules of the Peoples Republic of China on accounting for Chinese Foreign Joint Venture Enterprises and other relevant rules and regulations of the Peoples Republic of China. PERMITTED INDEBTEDNESS means, for any Person: (i) Indebtedness incurred under the Finan

32、cing Documents; (ii) Indebtedness arising under the Project Documents; (iii) trade accounts payable (other than for (a) borrowed money and operating lease obligations or (b) the purchase of equipment with a value, individually or in the aggregate, in excess of US$,_) arising, and accrued expenses incurred, in the ordinary course of business, and (iv) other Indebtedness of such Person not to exceed in the aggregate US$,_ or the equivalent thereof. PERMITTED LIENS means (i) Lien