Sponsors Support Agreement供给合同.docx

1、Sponsors Support Agreement供给合同Sponsors Support Agreement供给合同Dated _(M,D,Y)betweenAAA, INC.,BBB GmbH,andCCC BANK AG,as Agent and Security AgentINDEX ARTICLE I Definitions and Accounting Terms ARTICLE II Contribution of Equity Capital ARTICLE III Sponsors Loans ARTICLE IV Cost Overruns Prior to Comple

2、tion ARTICLE V Completion Guaranty ARTICLE VI Subsidies Undertaking ARTICLE VII Pari Passu Undertaking ARTICLE VIII AAA Inc. Share Pledge Agreement;AAA Holding Security Documents ARTICLE IX Sponsors GuarantyARTICLE X Sponsors Subordination Agreement;AAA Inc. Subordination Agreement ARTICLE XI Obliga

3、tions Unconditional ARTICLE XII Representations and Warranties ARTICLE XIII Covenants ARTICLE XIV Costs and Expenses; Indemnities; Taxes; Etc. ARTICLE XV Miscellaneous ARTICLE XVI Governing Law, Jurisdiction, and Language SCHEDULE I Existing Wafer Fabrication PlantsSCHEDULE II Sponsors Disclosure Sc

4、heduleSPONSORS SUPPORT AGREEMENTTHIS SPONSORS SUPPORT AGREEMENT, dated _(M,D,Y), is made between AAA, INC., a corporation organised and existing under the laws of the State of _, United States of America, with its chief executive office and principal place of business at _ (AAA Inc.), BBB GmbH, regi

5、stered in the Commercial Register of the _ (AAA Holding; and, together with AAA Inc., collectively, the Sponsors), and CCC BANK AG (CCC), as Agent under the Loan Agreement referred to below (in such capacity, the Agent) for the Banks referred to below, and as Security Agent under such Loan Agreement

6、 (in such capacity, the Security Agent) for the Secured Parties referred to below.WITNESSETH :WHEREAS, AAA Saxony Manufacturing GmbH, _, registered in the Commercial Register of the _ (AAA Saxonia), a whollyowned Subsidiary (such and other capitalised terms being used herein with the meanings provid

7、ed in Section 1.1) of AAA Holding, which is, in turn, a whollyowned Subsidiary of AAA Inc., has been formed for the purpose of constructing, owning, and operating (i) the Plant and (ii) the integrated Design Center (the construction, ownership, and operation of the Plant and the Design Center being

8、hereinafter called the Project);WHEREAS, in order to finance the construction of the Plant and the Design Center, and startup costs of the operation of the Plant, (i) the Sponsors expect to make substantial subordinated loans to, and AAA Holding expects to make substantial equity investments in, AAA

9、 Saxonia, and (ii) AAA Saxonia has entered into a Syndicated Loan Agreement, dated _(M,D,Y) (the Loan Agreement), with the banks from time to time party thereto (hereinafter collectively called the Banks and individually called a Bank), CCC, as Agent and Security Agent, and CCC Bank Luxembourg S.A.,

10、 as Paying Agent (in such capacity, the Paying Agent), providing, inter alia, for two separate senior secured term and standby facilities aggregating up to DM1,_ (one billion six hundred fifty million Deutsche Marks);WHEREAS, the Sponsors desire that the Project be constructed and completed and are

11、entering into this Agreement with the Agent (for the benefit of itself and the Banks) and the Security Agent (for the benefit of the Secured Parties), for the purpose, among other things, of providing (i) certain assurances with respect to the completion of the Project, and (ii) certain undertakings

12、 to and for the benefit of the Secured Parties; andWHEREAS, a condition precedent to the initial Advance is, inter alia, the execution by the Sponsors of this Agreement and, in extending credit to AAA Saxonia under the Loan Agreement, the Banks are relying on the undertakings of the Sponsors contain

13、ed herein;NOW, THEREFORE, the Sponsors, the Agent (for itself and on behalf of the Banks), and the Security Agent (on behalf of the Secured Parties), agree as follows:ARTICLE IDefinitions and Accounting TermsSECTION 1.1 Definitions. Unless otherwise defined herein, the following terms (whether or no

14、t underlined) when used in this Agreement, including its preamble and recitals, shall, except where the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):Advances means all advances that the Banks make to AAA Sax

15、onia pursuant to the Loan Agreement.Affiliate means, with respect to any Person, a Person which, directly or indirectly, controls, is controlled by, or is under common control with, such other Person; and, for purposes of this definition, the concept of control, with respect to any Person, signifies

16、 the possession of the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, the possession of voting rights, by contract, or otherwise; provided, that none of the Agent, the Security Agent, the Paying Agent, any of th

17、e Banks, nor any of their respective Affiliates, shall be deemed to be Affiliates of (x) any AAA Company or (y) any other Subsidiary of AAA Inc.Agent has the meaning assigned to that term in the introduction to this Agreement.Agreement means this Sponsors Support Agreement, as the same may be amende

18、d or modified in accordance with the terms hereof and in effect.AAA Companies means AAA Saxonia, AAA Holding, and AAA Inc., collectively.AAA Holding has the meaning assigned to that term in the introduction to this Agreement.AAA Holding Assignment (U.S.A.) means the AAA Holding Assignment of, inter

19、alia, rights under the Wafer Purchase Agreements, in the form set out in Schedule 56 to the Loan Agreement, between AAA Holding and the Security Agent.AAA Holding Assignment of Contractual Rights means the AAA Holding Assignment of Contractual Rights, in the form set out in Schedule 55 to the Loan A

20、greement, between AAA Holding and the Security Agent.AAA Holding Assignment of Current Assets means the AAA Holding Security Assignment of Current Assets, in the form set out in Schedule 52 to the Loan Agreement, between AAA Holding and the Security Agent.AAA Holding Charge of Bank Accounts means th

21、e AAA Holding Charge of Bank Accounts, in the form set out in Schedule 54 to the Loan Agreement, between AAA Holding and the Security Agent.AAA Holding Global Assignment means the AAA Holding Global Assignment, in the form set out in Schedule 53 to the Loan Agreement, between AAA Holding and the Sec

22、urity Agent.AAA Holding Research Agreement means the AAA Holding Research, Design and Development Agreement, in the form set out in Schedule 34 to the Loan Agreement, between AAA Inc. and AAA Holding.AAA Holding Security means all collateral security created pursuant to the AAA Holding Security Docu

23、ments.AAA Holding Security Documents means, collectively, the AAA Holding Assignment (U.S.A), the AAA Holding Assignment of Contractual Rights, the AAA Holding Assignment of Current Assets, the AAA Holding Charge of Bank Accounts, the AAA Holding Global Assignment, the AAA Holding Share Pledge Agree

24、ment, and each other instrument or document designated by the Agent (with the consent of each AAA Company) as an AAA Holding Security Document under and for purposes of this Agreement.AAA Holding Share Pledge Agreement means the AAA Holding Share Pledge Agreement, in the form set out in Schedule 51

25、to the Loan Agreement, between AAA Holding and the Security Agent.AAA Holding Wafer Purchase Agreement means the AAA Holding Wafer Purchase Agreement, in the form of Schedule 33 to the Loan Agreement, between AAA Inc. and AAA Holding.AAA Inc. has the meaning assigned to that term in the introduction

26、 to this Agreement.AAA Inc. Guaranty means the AAA Inc. Guaranty in the form set out in Schedule 27 to the Loan Agreement, executed by AAA Inc. in favour of AAA Saxonia, the Agent, and the Security Agent for the benefit of the Secured Parties.AAA Inc. _(YEAR) Bank Credit Agreement means the Credit A

27、greement, dated as of _(M,D,Y), between, inter alia, AAA Inc., the lenders party thereto, and Bank of America National Trust & Savings Association, as administrative agent.AAA Inc. Primary Bank Credit Agreement means, from time to time:(i) the AAA Inc. _(YEAR) Bank Credit Agreement; or(ii) if the ag

28、reement referred to in paragraph (i) above is terminated or cancelled, then any secured or unsecured revolving credit or term loan agreement between or among AAA Inc., as borrower, and any bank or banks, as lender(s), for borrowed monies to be used for general corporate purposes of AAA Inc., with an

29、 original term of not less than 4 years and an original aggregate loan commitment of at least $,_(one hundred million Dollars) or the equivalent thereof in any other currency, and, if there is more than one such revolving credit or term loan agreement, then such agreement which involves the greatest

30、 original aggregate loan commitment(s) and, as between agreements having the same aggregate original loan commitment(s), then the one which has the most recent date; or(iii) if the agreement referred to in paragraph (i) above and all of the agreements, if any, which could apply under paragraph (ii)

31、above have been terminated or cancelled, then so long as paragraph (ii) does not apply as the result of one or more new agreements being entered into, the agreement which is the last such agreement under paragraph (i) or(ii) to be so terminated or cancelled as in effect immediately prior to such ter

32、mination or cancellation.AAA Inc. Security means all collateral security furnished pursuant to the AAA Inc. Share Pledge Agreement.AAA Inc. Senior Secured Note Indenture means that certain Indenture, dated as of _(M,D,Y), between AAA Inc. and United States Trust Company of New York, as trustee, relating to the issuance by AAA Inc. of $,_ (four hundred million Dollars)