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STANDSTILL AGREEMENT。

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This Agreement is made as of this _________,_________,_________(M/D/Y),between AAA Inc. and all its domestic Subsidiaries and Affiliates ('AAA') and the Informal Committee of Unsecured Creditors of AAA (the 'Committee').

WITNESSETH

WHEREAS, on _________,_________,_________(M/D/Y)(the 'Committee Organization Date'), 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 ('TB&F') 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 'Composition Agreement') 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 'Standstill Period'), 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, replace or terminate this Agreement; (c) AAA defaults under or otherwise violates the terms of this Agreement and the Committee terminates this Agreement or an order for relief under the Bankruptcy Code is entered against AAA or an assignment for the benefit of creditors is executed by AAA (collectively, the 'Termination Date').

2. During the Standstill Period, AAA shall make no payments, transfers or returns of merchandise on account of any of its past due debts as of the date of this Agreement including, but not limited to, goods or merchandise that were shipped or delivered prior to the date of this Agreement; PROVIDED HOWEVER, during the Standstill Period, AAA shall use funds to maintain its existing operations substantially in accordance with a budget to be agreed upon.

3. During the Standstill period, AAA shall conduct its business in the ordinary course and shall take no action, without the prior written consent of the Committee and sell or otherwise transfer its assets, including inventory, via bulk sale(s) or otherwise, outside of the ordinary course of its business.

4. Subject to the separate letter agreement, AAA will pay the reasonable fees and expenses incurred by the Committee's professionals during the period between the Committee Organization Date and the Termination Date. Contemporaneously with the execution of this Agreement, AAA will wire transfer $,_________ to TB&F. At the conclusion of the Standstill Period, TB&F shall provide AAA, and its counsel, with a billing statement setting forth the identity of each TB&F professional who has performed services for and on behalf of the Committee, the rate charged by each such professional, and the aggregate time spent by each for the service provided. TB&F acknowledges that during the Standstill Period no legal services shall be provided for any individual Committee Member or on behalf of any other entity other than the Committee in connection with AAA and/or this Agreement. TB&F will also forward copies of the expenses incurred by the Committee member.

5. During the Standstill Period, and so long as AAA has complied with all of its obligations under the Standstill Agreement, the members of the Committee will (a) forebear from exercising such rights as they may have against AAA for payment or collection of sums that may be due to them, and (b) either jointly or individually, forebear from participating in the filing of an involuntary bankruptcy proceeding or state court receivership against AAA. Such forbearance is not a waiver of any portion of the claims of any Committee member.

6. This Agreement does not create a joint venture or create a partnership between the parties.

7. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. All prior agreements and understandings are merged herein and there are no oral understandings apart form the terms of this Agreement. This Agreement may be altered, amended or modified only by a written instrument signed by all parties to this Agreement.

8. This Agreement and any issues arising hereunder will be governed by the laws of the State of California.

9. This Agreement may be executed in one or more counterparts, including facsimile transmittals, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement the day and year first above written.

AAA INC.

By: /s/ _________

Title: __________

Printed Name: ___

BBB

By: _____________

Committee Member:______

Company: ______________

Printed Name:__________

编辑推荐

Credit Enhancement Agreement

CREDIT ENHANCEMENT AGREEMENT betweenAAA, _________(ADDRESS) and BBB CORPORATION Dated as of _________,_________,_________(M/D/Y) .

TABLE OF CONTENTS

ARTICLE I

Section 1.1. Definitions

Section 1.2. Interpretation and Construction

Section 1.3. Development Program

Section 1.4. Completion

Section 1.5. City Costs

Section 1.6. Agreement Controls

ARTICLE II

Section 2.1. Creation of Development Program Fund

Section 2.2. Liens

Section 2.3. Deposits into Development Program Fund

Section 2.4. Monies Held in Trust

ARTICLE III

Section 3.1. Credit Enhancement Payments

Section 3.2. Failure to Make Payment

Section 3.3. Manner of Payments

Section 3.4. Obligations Unconditional

Section 3.5. Limited Obligation

Section 3.6. Calculation of Retained Tax Increment

Section 3.7. Revaluation

ARTICLE IV

Section 4.1. Pledge of Project Cost Account

Section 4.2. Perfection of Interest

Section 4.3. Further Instruments

Section 4.4. No Disposition of Developer Subaccount

Section 4.5. Access to Books and Records

ARTICLE V

Section 5.1. Events of Default

Section 5.2. Remedies on Default

Section 5.3. Remedies Cumulative

Section 5 .4. Agreement to Pay Attorneys' Fees and Expenses

Section 5.5. Tax Laws

ARTICLE VI

Section 6.1. Effective Date and Term

Section 6.2. Cancellation and Expiration of Term

ARTICLE VII

Section 7.1. Consent to Pledge and/or Assignment

Section 7.2. Pledge, Assignment or Security Interest

Section 7.3. Assignment

ARTICLE VIII

Section 8.1. Successors

Section 8.2. Parties in Interest

Section 8.3. Severability

Section 8.4. No Personal Liability of Officials of the City

Section 8.5. Counterparts

Section 8.6. Governing Law

Section 8.7. Notices

Section 8.8. Amendments

Section 8.9. Net Agreement

Section 8.10. Benefit of Assignee or Pledges

Section 8.11. Integration

Section 8.12. Disputes

Section 8.13. Arbitration

THIS CREDIT ENHANCEMENT AGREEMENT dated as of _________,_________,_________(M/D/Y), between the AAA, _________ (the 'City'), a municipal body corporate and politic and a political subdivision of the State of _________, and BBB Corporation (the 'Developer'), a _________(ADDRESS) corporation with a place of business in Bath, _________(ADDRESS) .

WITNESSETH THAT

　 WHEREAS, the City designated The BBB Municipal Development and Tax Increment Financing District #1 and The BBB Municipal Development and Tax Increment Financing District #2 (the 'Districts') pursuant to Chapter 207 of Title 30-A of the _________(ADDRESS) Revised Statutes, as amended, by action of the City Council at a City Council Meeting held on _________,_________,_________(M/D/Y) (the 'Vote') and pursuant to the same Vote adopted a development program and financial plan for the Districts (the 'Development Program'); and

WHEREAS, the _________(ADDRESS) Department of Economic and Community Development has reviewed and accepted the District and the Development Program effective _________,_________,_________(M/D/Y); and

WHEREAS, the Development Program contemplates the execution and delivery of a credit enhancement agreement between the City and the Developer; and

WHEREAS, the City and the Developer desire and intend that this Credit Enhancement Agreement be and constitute the credit enhancement agreement contemplated by and described in the Development Program;

NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS: INTERPRETATIONS

SECTION 1.1. DEFINITIONS. The terms defined in this Article I shall, for all purposes of this Agreement, have the meanings herein specified, unless the context clearly requires otherwise:

'Agreement' shall mean this Credit Enhancement Agreement between the City and the Developer.

'Captured Assessed Value' shall mean the valuation amount by which the then current assessed value of the Districts exceeds the Original Assessed Value of the Districts.

'City' means the AAA, _________(ADDRESS), a municipality duly organized and existing under the laws of the State of _________(ADDRESS).

'City Share' means (a) all of the Retained Tax Increment Revenues other than the Developer Share thereof plus (b) all interest and earnings on all of the Retained Tax Increment Revenues, except as provided in Section 3.1(e) hereof.

'Developer' means BBB Corporation, a _________(ADDRESS) corporation with a place of business in Bath, _________(ADDRESS).

'Development Program' means the development program for the District as adopted by the Bath City Council at a Meeting held on _________,_________,_________(M/D/Y).

'Development Program Fund' means the development program fund described in the Financial Plan section of the Development Program and established and maintained pursuant to Article II hereof.

'Developer Share' means (a) 100% of the Real Property Increment with respect to the Land Level Facility and 50% of the Real Property Increment with respect to the Existing Facility and 50% of the Personal Property Increment with respect to the Land Level Facility and 50% of the Personal Property Increment with respect to the Existing Facility, for each of the twenty-five years of the term of this Agreement (commencing with the year _________ Tax Year) of the Retained Tax Increment Revenues, provided, however, that such percentages shall be reduced to the following amounts at such time that the aggregate amount of payments by the City to the Developer during the term of this Agreement and pursuant to this Agreement equal $ _________; 100% of the Real Property Increment with respect to the Land Level Facility with respect to assessed value equal to the assessed value of Land Level Facility (District #1) real property as of _________,_________,_________(M/D/Y); 35% of the Real Property Increment with respect to the Land Level Facility with respect to assessed value of real property in excess of the assessed value of Land Level Facility (District #1) real property as of _________,_________,_________(M/D/Y); 35% of the Personal Property Increment with respect to the Land Level Facility; 35% of the Real Property Increment with respect to the Existing Facility; and 35% of the Personal Property Increment with respect to the Existing Facility.

In the event that the Tax Shift Formulas are changed and as a result the City's Tax Shift amount is decreased by reason of inclusion in the City's valuation for purposes of the Tax Shift Formulas of any portion of the Captured Assessed Value with respect to which the Developer's Share is determined hereunder, then, commencing with the later of (a) the _________ Fiscal Year or (b) the Fiscal Year in which the Tax Shift Formulas are changed, the Developer Share shall be reduced by an amount equal to 50% of the difference, calculated solely with respect to the Developer Share of the Retained Tax Increment, between (a) the Tax Shift as determined using the method set forth in the current Tax Shift Formulas and (b) the Tax Shift as properly determined using the then effective State laws relating to state aid to education, revenue sharing and county tax; any reduction under this paragraph shall be calculated annually and applied to reduce the payments of the Developer Share on the next scheduled payment date herein following such calculation.

A change in the Tax Shift resulting other than from including Captured Assessed Value in the City's valuation shall not result in a reduction of the Developer's Share.

Anything in this Agreement to the contrary notwithstanding, for purposes of calculating the Developer's Share, the platform for the Land Level Transfer System (the concrete pad, filled land and pilings supporting the structures thereon) shall be included within the real property increment of the Land Level Facility.

'District(s)' means the BBB Corporation Municipal Development and Tax Increment Financing District #1 ('District #1') and The BBB Municipal Development and Tax Increment Financing District #2 ('District #2') designated by the City pursuant to Chapter 207 of Title 30-A of the _________(ADDRESS) Revised Statutes, as amended, by vote at City Council Meeting held on _________,_________,_________(M,D,Y), which Districts shall include the Existing Facility and the Land Level Facility.

'Effective Date' means _________,_________,_________(M/D/Y).

'Existing Facility' means the Property consisting of the existing shipbuilding facility of the Developer, located on the parcel shown on Tax _________,_________(M,D) as Parcel 142 within District #2, including all land, buildings, and all personal property located on such parcel as of _________,_________(M,D) each year subject to City ad valorem taxes together with all improvements or additions thereto within the existing geographic boundaries of such facility, all as currently depicted on Exhibit A hereto.

'Financial Plan' means the financial plan described in the 'Financial Plan' Section of the Development Program.

'Fiscal Year' means _________,_________(M/D) to _________,_________(M/D) of each year or such other fiscal year as the City may from time to time establish; for purposes of this Agreement, the Fiscal Year _________ means the Fiscal Year commencing _________,_________,_________(M/D/Y) and ending _________,_________,_________(M/D/Y) and the Fiscal Year _________$ means the Fiscal Year commencing _________,_________,_________(M/D/Y) and ending _________,_________,_________(M/D/Y).

'Land Level Facility' means the land level facility to be constructed in District #1 by the Developer adjacent to the Existing Facility, together with all land, buildings, personal property located on such adjacent land as of April 1 of each year subject to City ad valorem taxes together with all improvements or additions thereto as depicted on Exhibit B hereto.

'Original Assessed Value' means $ _________, the assessed value of the Districts as of _________,_________,_________(M/D/Y) as the same may be adjusted from time to time in accordance with Section 3.7 hereof.

'Personal Property Increment' means that portion of the Tax Increment attributable to increases in personal property valuations with respect to personal property located in the Districts.

'Project' means the design, planning, development, acquisition, construction and operation of the Land Level Facility and other BBB Corporation improvements within the Districts as described in the Development Program.

'Project Cost Account' means the project cost account described in the Financial Plan Section of the Development Program consisting of the City Subaccount and the Developer Subaccount and established and maintained pursuant to Article II hereof and to provisions of 30-A M.R.S.A. Section 5254(3)(A)(2).

'Project Costs' means 'project costs' as defined in 30-A M.R.S.A.

Section 5152(8).

'Property' means all real property and all personal property now or hereafter located in the Districts.

'Property Taxes' means any and all ad valorem property taxes levied, charged or assessed against real or personal property in the Districts by the City, or on its behalf.

'Real Property Increment' means that portion of the Tax Increment attributable to increases in real estate valuations with respect to real estate located in the Districts.

'Retained Tax Increment Revenues' means that portion of the Tax Increment to be retained by the City and deposited into the Development Program Fund pursuant to the terms of the Development Program and this Agreement.

'Tax Increment' means the real and personal property taxes exclusive of any state, country or special district tax, assessed by the City on the captured assessed value of property within the Districts, which Tax Increment shall consist of the Real Property Increment and the Personal Property Increment.

'Tax Payment Date' means the date(s) on which property taxes levied by the City are due and payable from owners of property located within the City.

'Tax Shift' means the decrease in county tax payable by the City and the increases in State aid for education and revenue sharing in all three cases resulting from the exclusion of Captured Assessed Value from the City's valuation in calculating such amounts of county tax, State aid to education and revenue sharing under the current Tax Shift Formulas.

'Tax Shift Formulas' mean the formulas currently utilized by the State of _________(ADDRESS) in calculating (a) the county tax payable in accordance with 30-A M.R.S.A.Section 706 and 36 M.R.S.A. Sections 305(1), 381; (b) the municipal revenue sharing distribution of the Local Government Fund in accordance with 30-A M.R.S.A. Section 5681; and (c) State aid to education, including aid for total operating costs, total program cost allocation (taking into account the maximum local share or circuit breaker) and total debt service cost allocation (taking into account the maximum local share or circuit breaker), all as computed in accordance with _________(ADDRESS) Department of Education Form ED 261.

SECTION 1.2. INTERPRETATION AND CONSTRUCTION. In this Agreement, unless the context otherwise requires:

(a) The terms 'hereby,' 'hereof,' 'hereto,' 'herein,' 'hereunder' and any similar terms, as used in this Agreement, refer to this Agreement, and the term 'hereafter' means after, and the term 'heretofore' means before, the date of delivery of this Agreement.

(b) Words importing a particular gender mean and include correlative words of every other gender and words importing the singular number mean and include the plural number and vice versa.

(c) Words importing persons mean and include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities, including public or governmental bodies, as well as any natural persons.

(d) Any headings preceding the texts of the several Articles and Sections of this Agreement, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

(e) Except as otherwise provided herein, all approvals, consents and acceptances required to be given or made pursuant to this Agreement by any signatory hereto shall not be withheld unreasonably, provided, that this paragraph shall not apply to approvals, consents and acceptances under applicable laws, ordinances and codes, including, without limitation, land use ordinances.

(f) All notices to be given hereunder shall be given in writing and, unless a certain number of days is specified, within a reasonable time.

(g) If any clause, provision or Section of this Agreement shall be ruled invalid by any court of competent jurisdiction, the invalidity of such clause, provision or Section shall not affect any of the remaining provisions hereof except as otherwise provided in Section 3.4 hereof.

SECTION 1.3. DEVELOPMENT PROGRAM. Neither this Agreement nor the Development Program obligate the Developer to construct the Land Level Facility or to make any other improvements to its facility.

SECTION 1.4. COMPLETION. The Developer shall have completed as much of the Development Program as will qualify for financial assistance hereunder within five (5) years after the Effective Date. If none of the Development Program is completed within five (5) years after the Effective Date, then this Agreement (except Section 1.5 pertaining to costs) and the District shall terminate at the end of five (5) years after the Effective Date. Notwithstanding any other provision hereof, no payments shall be made or be payable by the City to the Developer under this Agreement unless such payments are used to pay or reimburse the Developer for Project Costs incurred within five (5) years of the Effective Date pursuant to proper documentation thereof provided by the Developer pursuant to Section 3.1(d) hereof.

SECTION 1.5. CITY COSTS. The Developer shall pay or reimburse the City for all reasonable fees, expenses and other charges of the City and its consultants, including the City's attorneys, accountants and overtime of the City's appraiser, tax assessor and other City staff, in connection with the review, negotiation, approval, execution, administration, enforcement and carrying out of this Agreement and the review, negotiation, approval, administration, enforcement and carrying out of the Development Program. Notwithstanding any of the provision of this Agreement, this section shall survive any termination of this Agreement.

SECTION 1.6. AGREEMENT CONTROLS. In the event of any inconsistency between this Agreement and the Development Program, the terms and provisions of this Agreement shall take precedence, to the extent permitted by law, over the inconsistent provisions of the Development Program.

ARTICLE II

PROJECT COST ACCOUNT AND FUNDING REQUIREMENTS

SECTION 2.1. CREATION OF DEVELOPMENT PROGRAM FUND. The City hereby confirms the creation and establishment of a segregated fund in the name of the City designated as the 'BBB Corporation Municipal Development Tax Increment Financing District Program Fund' (the 'Development Program Fund') pursuant to, and in accordance with the terms and conditions of, the Development Program. The Development Program Fund shall consist of the Project Cost Account. The Project Cost Account shall consist of the City Subaccount and the Developer Subaccount.

SECTION 2.2. LIENS. The City shall not create any liens, encumbrances or other interests of any nature whatsoever, nor shall it hypothecate the Developer Subaccount of the Project Cost Account of the Development Program Fund or any funds therein or revenues resulting from investment of funds therein, other than the interest of the Developer granted under this Agreement in and to the amounts on deposit in the Developer Subaccount, provided, however, nothing herein shall prohibit creation of real and personal property tax liens on the Developer's property in accordance with, and entitled to the priority provided under, _________(ADDRESS) law.

SECTION 2.3. DEPOSITS INTO DEVELOPMENT PROGRAM FUND. The City shall deposit into the Developer Subaccount of the Project Cost Account within fifteen (15) days after the City's receipt thereof, an amount equal to the Developer Share of the Retained Tax Increment Revenues for the period to which the payment relates. All amounts deposited in or transferred to the Developer Subaccount of the Project Cost Account shall be paid to the Developer in accordance with Article III of this Agreement. All interest and earnings on the Retained Tax Increment Revenues prior to and after deposit thereof into the Project Cost Account shall be the sole property of the City and shall be free and clear of any interest of the Developer under this Agreement.

SECTION 2.4. MONIES HELD IN TRUST. Except as otherwise permitted in this Agreement, all monies required to be deposited with or paid into the Developer Subaccount of the Project Cost Account to fund payments to Developer under the provisions hereof and the provisions of the Development Program, shall be held by the City, in trust, for the benefit of the Developer in accordance with the provisions of this Agreement. All funds in the City Subaccount of the Project Cost Account shall be the sole and exclusive property of the City and shall not be subject in any way to the terms or provisions of this Agreement.

ARTICLE III

PAYMENT OBLIGATIONS

SECTION 3.1. CREDIT ENHANCEMENT PAYMENTS.

(a) The City shall retain and deposit, within fifteen (15) days following each Tax Payment Date or the date payment is actually received by the City with respect to Property in the Districts, whichever is later, in the Developer Subaccount of the Project Cost Account, the Developer Share of the Tax Increment in each year commencing with the City's Fiscal Year _________ and continuing thereafter through and including the Fiscal Year _________. Notwithstanding the foregoing, if at any time the assessed value of the Existing Facility is less than the Original Assessed Value, then the amount payable with respect to the Land Level Facility shall be reduced by an amount equal to the difference between the Property Taxes that would be then payable on an amount equal to Original Assessed Value and the Property Taxes payable on the then assessed value of the Existing Facility.

(b) Subject to the provisions of this Agreement, the City agrees to pay Developer, within fifteen (15) days following each Tax Payment Date or the date payment is actually received by the City, whichever is later, the Developer Share of the Retained Tax Increment Revenues resulting from the Property Tax payments due on such Tax Payment Date and actually received by the City with respect to Property in the Districts.

(c) If, with respect to any Tax Payment Date, Developer fails to pay any portion of the Property Taxes assessed by the City, because of a valuation dispute or otherwise, the property taxes actually paid by Developer with respect to such Tax Payment Date shall, first, be applied to taxes due on account of Original Assessed Value and, second, shall constitute Retained Tax Increment Revenues.

(d) The Developer agrees that all payments made will be used and applied to either pay debt service on indebtedness incurred to finance 'Project Costs' as that term is defined under Act and described in the Development Program or used to pay directly, amortize or reimburse Developer for payment of, qualified Project Costs. The City shall be required to make payments under this Agreement only upon receipt of satisfactory documentation that the amounts are being paid for Project Costs pursuant to Section 1.4 hereof, which documentation shall be in the form of properly completed certificates, executed by the Developer in the form attached hereto as Exhibit A. In addition, notwithstanding any other provisions of this Agreement, including, without limitation, the provisions of Section 3.1(a)-(b), the City shall not be obligated to make any payments to the Developer unless the Developer provides such documentation evidencing that Developer has incurred Project Costs after the date of this Agreement equal to or greater than $ _________$ by _________,_________,_________(M/D/Y)and $ _________ by _________,_________,_________(M/D/Y) relating to construction and equipping of the Land Level Facility and/or the Existing Facility. Developer shall repay to City any payments made hereunder if Developer fails to meet its obligation set forth above.

(e) The Developer (and its successors and assigns, as owners of property in the District) shall pay to the City, when due, all Property Taxes and assessments with respect to property of the Developer in the AAA. If such Property Taxes and assessments are not paid when due, the City may withhold and suspend all payments under this Agreement until such Property Taxes and assessments and all interest thereon and other costs relating thereto are paid in full. In addition, if the Developer institutes any tax abatement proceeding with respect to any Property in the District, the City may withhold and suspend all payments of the Developer Share of the Tax Increment with respect to the items of Property subject to the abatement proceeding, and shall deposit the withheld amount into a separate interest bearing escrow account. Upon final action and completion of such abatement proceeding, the proper amount (based on the results of the abatement proceedings plus an allocable share of the interest accrued thereon) held in escrow account shall be paid to the Developer.

(f) Developer covenants and agrees that (i) in the event any part of the Property now or hereafter located in the District should be valued at less than its full value or is now exempt from payment of Property Tax for any reason or for any reason hereafter becomes exempt from payment of Property Tax, including, but not limited to, any portion of the Land Level Facility being located on submerged land or if any of the Property is now or hereafter leased by Developer from any person or entity including, without limitation, any submerged or intertidal lands lease from the State of _________(ADDRESS) and any lease from any private land owner or (ii) in the event that title to any property in the District is hereafter transferred to any entity exempt from the payment of Property Taxes, including, without limitation, the State of _________(ADDRESS) or any agency or authority thereof, or (iii) in the event that any submerged lands lease expires or is transferred to another party, then Developer, its successors and assigns, as owner, lessee or user of real estate in the District and as a covenant running with the land shall be obligated to pay to the City each year during and after the expiration or termination of this Agreement, an amount equal to (a) 100% of the Property Taxes that would be assessed by the City on such Property, as if and under the assumption that all such Property were fully taxable and owned in fee by Developer and not exempt from Property Taxes less (b) solely during the twenty-five (25) year term of this Agreement, the portion of the amounts described in the preceding clause (a) that would have been payable to the Developer, or its successors and assigns, under Section 3.1(a) if such Property were taxable. The covenants in this paragraph shall survive expiration or termination of this Agreement. Notwithstanding the foregoing, the provisions of this paragraph 3.1(f) shall not apply to property taken by eminent domain or conveyed to any governmental entity under a bona fide threat of condemnation, except for such period of time, if any, as Developer, its successors or assigns, continues to operate any business on the Property following such condemnation or deed in lieu of condemnation.

(g) Developer agrees that for purposes of this Agreement and for purposes of the assessment of Property Tax, the following shall constitute personal property: (a) dry docks (but excluding landing grids consisting of the large cement blocks located under the dry dock area); (b) cranes; (c) rail systems for cranes and ships; (d) portable staging and welding equipment; (e) personnel lifts; (f) modular or mobile equipment and work stations; (g) support equipment; (h) outfit support terminals; (i) ship transfer systems; (j) process piping; (k) manufacturing process wiring; (l) fire suppression systems; (m) fender bumper systems; and (n) all property that is personal property under applicable law. When an issue arises as to whether an item is considered real or personal property, the determining factor is whether the item in question primarily supports the manufacturing process, in which case it shall be considered personal property, or supports a building or structure or constitutes an improvement to the land, in which case it shall be considered real property.

SECTION 3.2. FAILURE TO MAKE PAYMENT. In the event the City should fail to, or be unable to, make any of the payments required under the foregoing provisions of this Article III, the item or installment so unpaid shall continue as a limited obligation of the City, under the terms and conditions hereinafter set forth, until the amount unpaid shall have been fully paid. Developer shall be entitled to initiate an action against the City to specifically enforce its obligations hereunder, including without limitation the city's obligation to establish and maintain the Development Program Fund, deposit all Retained Tax Increment Revenues into the Developer Subaccount of the Project Cost Account established thereunder and make required payments to Developer.

SECTION 3.3. MANNER OF PAYMENTS. The payments provided for in this Article III shall be paid directly to the Developer in the manner provided hereinabove for its own use and benefit by check drawn on the City.

SECTION 3.4. OBLIGATIONS UNCONDITIONAL. Except as otherwise provided in this Agreement or as required by applicable law, the obligations of the City to make the payments described in this Agreement in accordance with the terms hereof shall be absolute and unconditional, and the City shall not suspend or discontinue any payment hereunder or terminate this Agreement for any cause, irrespective of any defense or any rights of setoff, recoupment or counterclaim it might otherwise have against the Developer, other than by reason of and to the extent provided in a final judgment by a court of competent jurisdiction.

Notwithstanding the foregoing, the City reserves the right to terminate this Agreement upon receipt of a final judgment by a court of competent jurisdiction to the effect that this Agreement or the Development Program (or the designation of the Districts) adopted in connection herewith or any payment made thereunder or hereunder is or would be illegal or invalid or not properly authorized. Such termination shall not, however, affect the Developer's obligation to defend and indemnify the City, which obligations shall survive any such termination. In addition, the City may setoff any amount found by the court of competent jurisdiction to be due to the City from the Developer or from the owner of any property in the District.

The Developer agrees to defend, indemnify, pay, reimburse and hold the City, its councilors, officers, agents and employees, harmless from any and all claims, suits, liabilities, actions, proceedings and expenses, including, without limitation, attorneys fees and expenses and accountant's fees and expenses, arising out of this Agreement, the Development Program or any claim of illegality or invalidity of this Agreement or the Development Program or the City's approval of the District, this Agreement or the Development Program or out of the City's preparation and participation in this Agreement or the Development Program.

SECTION 3.5. LIMITED OBLIGATION. The City's obligations under this Agreement, including the City's obligations of payment hereunder shall be limited obligations of the City payable solely from the Developer Share of the Retained Tax Increment Revenues actually paid by the Developer and/or other taxpayers with respect to Property in the Districts and actually received by the City and pledged therefor under this Agreement. The City's obligations hereunder shall not constitute a general debt or a general obligation or charge against or pledge of the faith and credit or taxing power of the City, the State of _________(ADDRESS), or of any municipality or political subdivision thereof, but shall be payable solely from such Developer Share of the Retained Tax Increment Revenues actually paid by the Developer and/or other taxpayers with respect to Property in the Districts and actually received by the City. This Agreement shall not directly or indirectly or contingently obligate the City, the State of _________(ADDRESS), or any other municipality or political subdivision to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment, excepting the pledge of the Developer Share of the Retained Tax Increment Revenues established under this Agreement.

SECTION 3.6. CALCULATION OF RETAINED TAX INCREMENT. The City and the Developer shall maintain records which are adequate to calculate the Retained Tax Increment, the Developer Share and the City Share and shall cooperate with each other in making such calculations. Annually, within 30 days of mailing of the City's tax bill, the City shall calculate and submit to Developer its calculations of the amount of Retained Tax Increment and the Developer Share and City Share thereof for that year. If the Developer does not object to such calculations within 30 days of receipt thereof, the calculations shall be final and binding on all parties. If there is a dispute as to the calculations and the parties are unable to agree, the dispute shall be determined in the manner provided in Section 8.13 hereof.

SECTION 3.7. REVALUATION. In the event there is a City-wide revaluation of taxable property within the City, the Original Assessed Value shall be increased in proportion to the City-wide increase in property values resulting from such revaluation.

ARTICLE IV

PLEDGE AND SECURITY INTEREST

SECTION 4.1. PLEDGE OF PROJECT COST ACCOUNT. In consideration of this Agreement and other valuable consideration and for the purpose of securing payment of the amounts provided for hereunder to the Developer by the City, according to the terms and conditions contained herein, and in order to secure the performance and observance of all of the City's covenants and agreements contained herein, the City does hereby grant a security interest in and pledge to the Developer the Developer Subaccount and all sums of money and other securities and investments therein. This pledge and the provisions of Section 2.4 hereof shall not apply to any interest and earnings on the Project Cost Account, including the Developer Subaccount thereof, all of which shall be the absolute property of the City, free and clear of any interest of the Developer.

SECTION 4.2. PERFECTION OF INTEREST. The City shall cooperate with the Developer in causing appropriate financing statements and continuation statements naming the Developer as pledgee of all such amounts from time to time on deposit in the Developer Subaccount of the Project Cost Account to be duly filed and recorded in the appropriate state offices as required by and permitted under the provisions of the _________(ADDRESS) Uniform Commercial Code or other similar law as adopted in the State of _________(ADDRESS) and any other applicable jurisdiction, as from time to time amended, in order to perfect and maintain the security interests created hereunder. To the extent reasonably deemed necessary by the Developer, the City will at such time and from time to time as requested by Developer establish the Developer Subaccount of the Project Cost Account Fund described in Section 2.3(b)(i) hereof as a segregated fund under the control of an escrow agent, trustee or other fiduciary so as to perfect Developer's interest therein on terms reasonably satisfactory to the City.

SECTION 4.3. FURTHER INSTRUMENTS. The City shall, upon the reasonable request of the Developer, from time to time execute and deliver such further instruments and take such further action as may be reasonable and as may be required to carry out the provisions of this Agreement; provided, however, that no such instruments or actions shall pledge the credit of the City or require any payment or expense by the City (unless paid by Developer) or discharge either party or change any provision of this Agreement. SECTION 4.4. NO DISPOSITION OF DEVELOPER 　SUBACCOUNT. Except as permitted hereunder, the City shall not sell, lease, pledge, assign or otherwise dispose, encumber or hypothecate any interest in the Developer Subaccount of the Project Cost Account and will promptly pay or cause to be discharged or make adequate provision to discharge any lien, charge or encumbrance on any part thereof not permitted hereby.

SECTION 4.5. ACCESS TO BOOKS AND RECORDS. All books, records and documents in the possession of the City relating to the District, the Development Program, the Agreement and the monies, revenues and receipts on deposit or required to be deposited into the Development Program Fund and the Developer Subaccount of the Project Cost Account shall at all reasonable times be open to inspection by the Developer, its agents and employees. All books, records and documents of the Developer reasonably necessary to the verification of Project Costs shall at all reasonable times be open to inspection by the City, its agents and employees, provided, however, that any information reasonably designated by Developer as proprietary shall be inspected in a manner so as to preserve the confidential nature of such information.

ARTICLE V

DEFAULTS AND REMEDIES

SECTION 5.1. EVENTS OF DEFAULT. Each of the following events shall constitute and be referred to in this Agreement as an 'Event of Default':

(a) Any failure by the City or the Developer to pay any amounts due hereunder when the same shall become due and payable;

(b) Any failure by the City to make deposits into the Developer Subaccount of the Project Cost Account as and when due;

(c) Any failure by the City or the Developer to observe and perform in all material respects any covenant, condition, agreement or provision contained herein on the part of the City or Developer to be observed or performed, which failure is not cured within thirty (30) days following written notice thereof; provided, however, that this subsection (c) shall not be construed to include Developer's failure to pay property taxes for any reason as an Event of Default hereunder;

(d) If a decree or order of a court or agency or supervisory authority having jurisdiction in the premises of the appointment of a conservator or receiver or liquidator of, any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of the City's or Developer's affairs shall have been entered against the City or the Developer, the City or the Developer shall have consented to the appointment of a conservator or receiver or liquidator in any such proceedings of or relating to the City or the Developer or of or relating to all or substantially all of its property, including without limitation the filing of a voluntary petition in bankruptcy by the City or the Developer or the failure by the City or the Developer to have an involuntary petition in bankruptcy dismissed within a period of 90 consecutive days following its filing or in the event an order for release has been entered under the Bankruptcy Code with respect to the City or the Developer.

SECTION 5.2. REMEDIES ON DEFAULT. Whenever any Event of Default described in Section 5.1 hereof shall have occurred and be continuing, the nondefaulting party may take any one or more of the following remedial steps following any applicable cure period:

(a) The nondefaulting party may take whatever action at law in at equity as may appear necessary or desirable to collect the amount then due and thereafter to become due, to specifically enforce the performance or observance of any obligations, agreements or covenants of the nondefaulting party under this Agreement and any documents, instruments and agreements contemplated hereby or to enforce any rights or remedies available hereunder or under applicable law; and

(b) The Developer shall also have the right to exercise any rights or remedies available to a secured party under the laws of the State of _________(ADDRESS).

SECTION 5.3. REMEDIES CUMULATIVE. No remedy herein conferred upon or reserved to any party is intended to be exclusive of any other available remedy or remedies but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law, in equity or by statute. Delay or omission to exercise any right or power accruing upon any Events of Default to insist upon the strict performance of any of the covenants and agreements herein set forth or to exercise any rights or remedies upon the occurrence of an Event of Default shall not impair any such right or power or be considered or taken as a waiver or relinquishment for the future of the right to insist upon and to enforce, from time to time and as often as may be deemed expedient, by injunction or other appropriate legal or equitable remedy, strict compliance by the parties hereto with all of the covenants and conditions hereof, or of the rights to exercise any such rights or remedies, if such Events of Default be continued or repeated.

SECTION 5.4. AGREEMENT TO PAY ATTORNEYS' FEES AND EXPENSES. Subject to the provisions of this Agreement, in the event the City or the Developer should default under any of the provisions of this Agreement, and the nondefaulting party shall require and employ attorneys or incur other expenses or costs for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the City or the Developer herein contained, the defaulting party shall, on demand therefor, pay to the nondefaulting party the reasonable fees of such attorneys and such other reasonable costs and expenses so incurred by the Developer.

SECTION 5.5. TAX LAWS. Except as provided in Section 3.1 hereof, the parties acknowledge that all laws of the State now in effect or hereafter enacted with respect to taxation of property shall be applicable and that the City, by entering into this Agreement, is not excusing any non-payment of taxes by Developer. Without limiting the foregoing, the City and the Developer shall always be entitled to exercise all rights and remedies regarding assessment, collection and payment of taxes assessed on Developer's property.

ARTICLE VI

EFFECTIVE DATE, TERM AND TERMINATION

SECTION 6.1. EFFECTIVE DATE AND TERM. This Agreement shall become effective upon its execution and delivery by the parties hereto and shall remain in full force from the date hereof and shall expire upon the performance of all obligations on the part of the City and the Developer hereunder.

SECTION 6.2. CANCELLATION AND EXPIRATION OF TERM. At the termination or other expiration of this Agreement in accordance with the provisions of this Agreement, the City and the Developer shall each execute and deliver such documents and take or cause to be taken such actions as may be necessary to evidence the termination of this Agreement.

ARTICLE VII

ASSIGNMENT AND PLEDGE OF DEVELOPER'S INTEREST

SECTION 7.1. CONSENT TO PLEDGE AND/OR ASSIGNMENT. The City hereby acknowledges that it is the intent of the Developer to pledge and assign its right, title and interest in, to and under this Agreement as collateral for financing for the Project, although no obligation is hereby imposed on the Developer to make such assignment or pledge. Recognizing this intention, the City does hereby consent and agree to the pledge and assignment of all the Developer's right, title and interest in, to and under this Agreement and in, and to the payments to be made to Developer hereunder, to third parties as collateral or security for financing the Development Program, on one or more occasions during the term hereof.

SECTION 7.2. PLEDGE, ASSIGNMENT OR SECURITY INTEREST. The City hereby consents to the pledge, assignment or granting of a security interest by the Developer of its right, title and interest in, to and under this Agreement as collateral for financing of the Project. The City agrees to execute and deliver any assignments, pledge assignments, consents or other confirmations on terms reasonably satisfactory to the City required by the prospective pledgee or assignee, including without limitation recognition of the pledgee or assignee as the holder of all right, title and interest herein and as the payee of amounts due and payable hereunder and any and all such other documentation as shall confirm to such pledge or assignee the position of such assignee or pledgee and the irrevocable and binding nature of this Agreement and provide to the pledgee or assignee such rights and/or remedies as the parties may reasonably deem necessary for the establishing, perfection and protection of its interest herein.

SECTION 7.3. ASSIGNMENT. Except to the extent provided in Section 7.1 and Section 7.2, the Developer shall not have the right to transfer and assign all or any portion of its rights in, to and under this Agreement, except to the owners of the Property in the District and this Agreement shall run with the land and bind and inure to the benefit of such owners, their successors and assigns.

ARTICLE XIII

MISCELLANEOUS

SECTION 8.1. SUCCESSORS. In the event of the dissolution of the City or the Developer, the covenants, stipulations, promises and agreements set forth herein, by or on behalf of or for the benefit of such party shall bind or inure to the benefit of the successors and assigns thereof time to time and any entity, officer, board, commission, agency or instrumentality to whom or to which any power or duty of such party shall be transferred.

SECTION 8.2. PARTIES IN INTEREST. Except as herein otherwise specifically provided, nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the City and the Developer any right, remedy or claim under or by the reason of this Agreement, it being intended that this Agreement shall be for the sole and exclusive benefit of the City and the Developer.

SECTION 8.3. SEVERABILITY. In case any one or more of the provisions of this Agreement shall, for any reason, be held to be illegal and invalid, such illegality or invalidity shall not affect any other provision of this Agreement and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been contained herein.

SECTION 8.4. NO PERSONAL LIABILITY OF OFFICIALS OF THE CITY. No covenant, stipulation, obligation or agreement of the City contained herein shall be deemed to be a covenant, stipulation or obligation of any present or future elected or appointed official, officer, agent, servant or employee of the City in his individual capacity and neither the members of the City Council of the City nor any official, officer, employee or agent of the City shall be liable personally with respect to this Agreement or be subject to any personal liability or accountability by reason hereof.

SECTION 8.5. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same Agreement.

SECTION 8.6. GOVERNING LAW. The laws of the State of _________(ADDRESS) shall govern the construction and enforcement of this Agreement.

SECTION 8.7. NOTICES. All notices, certificates, requests, requisitions or other communication by the City or the Developer pursuant to this Agreement shall be in writing and shall be sufficiently given and shall be deemed given when mailed by first class mail, postage prepaid, addressed as follows:

If to the City:

City Manager

Address: _________

If to the Developer:

BBB Corporation

Address: _________

Either of the parties may, by notice given to the other, designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent hereunder.

SECTION 8.8. AMENDMENTS. This Agreement may be amended only with the concurring written consent of both of the parties hereto.

SECTION 8.9. NET AGREEMENT. Subject only to the provisions of Sections 3.1, 3.4, 3.5 and 5.2 hereof, this Agreement shall be deemed and construed to be a 'net agreement,' and the City shall pay absolutely net during the term hereof all payments required hereunder, free of any deductions, and without abatement, deductions or setoffs.

SECTION 8.10. BENEFIT OF ASSIGNEES OR PLEDGEES. The City agrees that this Agreement is executed in part to assist the Developer in obtaining financing for the Project and accordingly all covenants and agreements on the part of the City as to the amounts payable hereunder are hereby declared to be for the benefit of any such assignee or pledgee from time to time of the Developer's right, title and interest herein.

SECTION 8.11. INTEGRATION. This Agreement completely and fully supersedes all other prior or contemporaneous understandings or agreements, both written and oral, between the City and the Developer relating to the specific subject matter of this Agreement and the transactions contemplated hereby.

SECTION 8.12. DISPUTES. The Developer and the City waive any right which either may have to contest, and shall not take any action to challenge, the other's authority to enter into, perform or enforce the Agreement or to carry out the Development Program or the validity or enforceability of this Agreement, the District or the Development Program. Subject to the provisions of Sections 1.5, 3.4 and 5.4 hereof, the City and the Developer shall each utilize their respective best efforts to uphold the District, the Development Program, this Agreement and the City's authority to enter into this Agreement and the validity and enforceability of the Districts, the Development Program and this Agreement, including without limitation opposing, to the extent permitted by law, any litigation or proceeding challenging such authority, validity or enforceability. The City and the Developer both covenant and agree that (except as provided in Section 3.1 hereof) the assumptions, analyses and results set forth in this Agreement shall in no way prejudice the rights of either party or be used, in any way, by either party in either presenting evidence or making argument in any dispute which may arise in connection with valuation of the Existing Property or the Land Level Facility. SECTION 8.13. ARBITRATION. Any dispute arising under this Agreement or under the Development Program shall be resolved by arbitration. The parties shall use best efforts to agree on an arbitrator and rules of arbitration. If agreement is not reached within forty-five (45) days, the dispute shall be resolved by arbitration in accordance with the rules of the American Arbitration Association.

IN WITNESS WHEREOF, the City and the Developer have caused this Agreement to be executed in their respective corporate names and their respective corporate seals to be hereunto affixed and attested by the duly authorized officers, all as of the date first above written.

WITNESS: AAA

/s/ _________ By: /s/ _________

_____________

/s/ _________ By: /s/ _________

_____________

WITNESS: BBB CORPORATION

/s/ _________ By: /s/ _________

EXHIBIT A

REQUEST FOR PAYMENT

The undersigned (the 'Developer') does hereby request payment in the　amount of $ _________ from the AAA out of the Developer Subaccount of the Project Cost Account established under the Development Program of The BBB Municipal Development District and Tax Increment Financing District #1 and The BBB Municipal Development District and Tax Increment Financing District #2 and does hereby certify to the AAA that the amount requested will be used to pay Project Costs as that term is defined in Chapter 207 of Title 30-A of the _________(ADDRESS) Revised Statutes, as follows: [check applicable provisions]

Direct payment of Project Costs in the amount of $ _________; and/or

Reimbursement to the Developer for Project Costs previously incurred,in the amount of $ _________.

There are attached hereto invoices showing the incurring by the undersigned of Project Costs in the amount of $ _________. None of these invoices have been the subject of a previous request for payment from the Project Cost Account.

The Developer further certifies that all of such Project Costs constitute Project Costs as defined in the Credit Enhancement Agreement, dated _________,_________,_________(M,D,Y) between the AAA and the undersigned, and that the Developer has complied with all terms, conditions and covenants of such Agreement and that no default or event of default exists under said Agreement.

Dated:___________________

CCC CORPORATION:_________

By:______________________

Its:_____________________

Duly Authorized

Exclusive Agency Agreement

This agreement is made and entered into by and between the parties concerned on_________,_________ in _________, China on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follow:

1. The Parties Concerned

Party A:_________

Add:____________

Tel:_____________

Party B:_________

Add:____________

Tel:_____________

2. Appointment

Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the commodity stipulate in Article 3 from customers in the territory stipulated in Article 4,and Party B accepts and assumes such appointment.

3. Commodity

“Golden Fish” Brand Washing Machines

4. Territory

In Singapore only

5. Minimum turnover

Party B shall undertake to solicit orders for the above commodity from customers in the above territory during the effective period of this agreement for not less than USD 100,000,00.

6. Price and Payment

The price for each individual transaction shall be fixed through negotiations between Party B and the buyer, and subject to Party A's final confirmation.

Payment shall be made by confirmed, irrevocable L/C opened by the buyer in favor of Party A ,which shall reach Parth A 15 days before the date of shipment.

7. Exclusive Right

In consideration of the exclusive rights granted herein, Party A shall not, directly or indirectly, sell or export the commodity stipulated in Article 4 to customers in Singapore through channels other than Party B; Party B shall not sell, distribute or promote the sales of any products competitive with or similar to the above commodity in Singapore and shall not solicit or accept orders for the purpose of selling them outside Singapore. Party A shall refer to Party B any enquiries or orders for the commodity in question received by Party A from other firms in Singapore during the validity of this agreement.

8. Market Report

In order to keep Party A well informed of the prevailing market conditions, Party B should undertake to supply Party A, at least once a quarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and sales of the commodity covered by this agreement, local market tendency and the buyer's comments on quality, packing, price, etc. of the goods supplied by Party A under this agreement. Party B shall also supply party A with quotations and advertising materials on similar products of other suppliers.

9. Advertising and Expenses

Party A shall bear all expenses for advertising and publicity in connection with the commodity in question in Singapore within the validity of this agreement,and shall submit to Party A all audio and video materials intended for advertising for prior approval.

10. Commission

Party A shall pay Party B a commission of 5% on the net invoiced selling price on all orders directly obtained by Party B and accepted by party A. No commission shall be paid until Party A receives the full payment for each order.

11. Transactions Between Governmental Bodies

Transactions concluded between govenmental bodies of Party A and Party B shall not be restricted by the terms and conditions of this agreement, nor shall the amount of such transactions be counted as part of the turnover stipulated in Article 5.

12. Industrial Property Rights

Party B may use the trade-marks owned by Party A for the sale of the Washing Machines covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other industrial property rights used or embodied in the Washing Machines shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter's rights.

13. Validity of Agreement

This agreement, when duly signed by the both parties concerned, shall remain if force for 12 months from October 1, 1992 to September 30,1993, and it shall be extended for another 12 months upon expiration unless notice in writing is given to the contrary.

14. Termination

During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.

15. Force Majeure

Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.

16. Arbitration

All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached throught negotiation, the case shallthen be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Beijing) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties.

Party A:_________ Party B:_________

　 (Signature) (Signature)

Map Server License Agreement

BETWEEN AAA CORPORATION AND BBB, INC
THIS AMENDED AND RESTATED AGREEMENT (this 'Agreement') is entered into as of _________,_________,_________(M,D,Y) (the 'Effective Date') by and between AAA CORPORATION, a corporation organized under the laws of the State of _________(PLACENAME) ('AAA'), and BBB, INC., a corporation organized under the laws of the State of _________(PLACENAME)('BBB'), with reference to the following facts:
A. On or about _________,_________,_________(M,D,Y), AAA caused the formation of BBB and transferred certain AAA assets to BBB in return for certain stock in BBB.
B. To assist BBB in its daytoday operations as a new corporate entity, AAA and BBB entered into a Map Server License Agreement dated as of _________,_________,_________(M,D,Y) (the 'Map Server Agreement'), pursuant to which AAA provided certain local street maps and driving directions and other mapping services to BBB, and BBB engaged AAA to provide such services.
C. The parties now desire to amend and supercede the Map Server License Agreement in its entirety by entering into this Amended and Restated Map Server License Agreement pursuant to the terms and conditions set forth herein.
THEREFORE, the parties hereby agree as follows:
AAA Confidential
1. Definitions
1.1 'Affiliates' shall mean any entity in which, as of the Effective Date, BBB, directly or indirectly, or through one or more intermediaries, holds the beneficial ownership of more than fifty percent (50%) of the equity securities or interests, and only so long as such ownership continues.
1.2 'Data' shall mean all thirdparty data licensed by AAA and used in Maps and in the separate Data Dump, as of the Effective Date.
1.3 'Data Dump' shall mean the set of data including but not limited to Points of Interest, city, and region, generally containing unique identifiers such as the related geographic location, name, type, and language, and used in BBB's cataloging system to enable users to search by Point of Interest when performing a search on BBB.
1.4 'BBB Icon' shall mean any graphics or text, including, without limitation, persistent hyperlinks in the form of an BBB logo or other representational icon created by BBB for an BBB travel service or product.
1.5 'BBB Data Feed' shall mean the data supplied by BBB to AAA which contains the geographic location for any travel service offered by BBB, and the location where the BBB Icon or other representational icon, which includes an underlying URL to the BBB Web Site, should be placed on the MapPoint.Net Maps used by BBB.
1.6 'BBBMaps' shall mean the map services provided on the BBB Web Site, located at as of the Effective Date.
1.7 'BBB Updates' shall mean any updates, upgrades, error corrections, or other improvements to the Server Technology that BBB or its Affiliates may have developed or will develop pursuant to this Agreement.
1.8 'BBB Web Site' means any web site owned or controlled by BBB or its Affiliates, which is accessed by users.
1.9 'Launch Date' shall mean the date that BBB begins providing travel services with maps served from computers hosted by AAA, and which in no event will be later than six (6) months after the Effective Date; provided AAA has meet the requirements of Exhibit C and the parties have not mutually agreed to postpone such use.
1.10 'Link' shall mean: (i) one or more hyperlinks located on the applicable areas of the MapPoint.Net Maps, or (iii) any other alternative method that enables a user to access BBB. Links also include any connection to BBB through the Internet, email, broadband, Internet II, wireless and handheld devices, cell phones, digital appliances, or other digital interactive means, networks, devices, or transmissions (whether existing now or in the future).
1.11 'Maps' shall mean collectively, the BBBMaps and the MapPoint.Net Maps.
1.12 'MapPoint.Net Maps' shall mean a reliable webenabled mapping solution developed by AAA that includes interactive maps, proximity searching and detailed driving directions.
1.13 'Point of Interest' shall mean those certain geographic locations, which include but are not limited to, such places as campgrounds, parks and other attractions or places of interest (e.g. the Empire State Building).
1.14 'Server Technology' shall mean the computer software owned by AAA and listed in Exhibit A.
1.15 'Service' shall mean the hosting of Server Technology, MapPoint.Net Maps, specifications and formats, and which includes without limitation the testing, implementation, hosting, maintenance, support, operation and update schedules, as applicable, for the Server Technology, Data and MapPoint.Net Maps as provided by AAA to BBB as a part of such service, which enables BBB to use the MapPoint.Net Maps as contemplated herein.
2. Delivery, Operation, and Use
2.1 Delivery. The parties acknowledge that BBB already has copies of the Server Technology and Data in its possession as of the Effective Date.
2.2 Updates and Error Corrections.
(a) AAA. AAA and BBB will cooperate to test the initial version of MapPoint.Net Maps that AAA is operating as of the Effective Date in a beta environment to ascertain if it meets the stability requirements outlined in Exhibit C hereto. Each upgrade thereto shall be tested in a similar fashion. The parties will cooperate to ensure that the beta testing of the initial version and any upgrade thereto is concluded in a timely manner.
(b) MapPoint.Net Map Updates. When and if AAA makes commercially available during the term of this Agreement any updates, upgrades, error corrections, or other improvements to the MapPoint.Net Maps ('MapPoint.Net Map Updates'), AAA shall promptly make available such MapPoint.Net Map Updates to BBB on servers hosted by AAA to the extent permitted under applicable license agreements. Upon BBB's commencement of use, such MapPoint.Net Updates shall be considered part of the MapPoint.Net Maps for purposes of this Agreement. BBB must commence using each MapPoint.Net Map Update within sixty (60) days after it is first made commercially available; provided they meet the requirements of Exhibit C and the parties have not mutually agreed to postpone such use.
(c) BBB. In the event that BBB or its Affiliate develops any updates, upgrades, error corrections, or other improvements to the Server Technology, BBB shall promptly deliver, or cause its Affiliate to deliver, such BBB Updates to AAA.
2.3 Support and Operation. Prior to the Launch Date, BBB shall be solely responsible for the support and operation of the BBBMaps. Effective as of the Launch Date, AAA shall be solely responsible for the support and operation of the Maps, and agrees to provide the Service to BBB in accordance with Exhibit C hereto with at least the same service level that AAA will provide to the AAA properties currently using BBBMaps backend map server, which shall be no less than a commercially reasonable service level. As of the Effective Date, these AAA properties include CarPoint, Home Advisor, MS Commute, MSN Mobile, MSNBC and Yellow Pages (the 'AAA Backend Properties'). AAA shall insure that it has the server infrastructure necessary to deliver stable service and handle the volume of calls/queries to BBB's MapPoint.Net Maps servers that will be generated by usage levels forecasted quarterly by BBB pursuant to Section 2.4, and that such service shall be delivered in a high grade and professional manner and in accordance with this Section 2.3 and Exhibit C. AAA will provide BBB with ninety (90) days advanced notice should AAA change or alter in any way the underlying latitude/longitude system provided at the time of launch of MapPoint.Net Maps on BBB. The parties will implement a process for BBB's transition to use of MapPoint.Net Maps as set forth in Section 2.5 below.
2.4 BBB will make a commercially reasonable effort to provide AAA with reasonably accurate quarterly forecast of usage and sixty (60) days advance notice of any known significant usage volume increases and major releases.
2.5 Transition Plan. The parties agree that BBB's transition to MapPoint.Net Maps will proceed as follows:
(a) Prior to the Launch Date, AAA shall provide BBB with an explanation of the services and operating procedures not specified on Exhibit C that AAA will provide.
(b) AAA shall resolve the four (4) bugs which are listed on Exhibit E hereto prior to the Launch Date.
(c) AAA and BBB will test the initial version of MapPoint.Net pursuant to Section 2.1 above.
(d) BBB must give AAA at least sixty (60) days prior written notice of the actual Launch Date.
(e) The current map server URLs owned by BBB and used for providing Maps to certain BBBMaps users will be allowed to reference BBB's dedicated cluster for MapPoint.Net. BBB will put the redirect in place to the AAA servers.
2.6 Use of Maps.
(a) The parties acknowledge that AAA is already using BBBMaps to serve local street maps and/or provide driving directions in the AAA Backend Properties. AAA agrees that by the Launch Date, it shall cease use of BBBMaps on the AAA Backend Properties, and in any and all current and future version of any AAA software programs (currently used in Front Page, MacOffice, Entourage, and AAA Outlook). Notwithstanding the foregoing, AAA shall not be required to cease use of BBBMaps in AAA Hotmail, AAA IESearch or MSN, or to stop linking to the front end of an BBB Web Site; provided, however, that following the Launch Date, BBB shall not be obligated to provide mapping services to any AAA property or product.
(b) Notwithstanding anything to the contrary in this Agreement, the parties agree and acknowledge that BBB shall not be required to use or continue to use all or any part of the MapPoint.Net Maps or the Service provided by AAA until six (6) months after the Effective Date, provided that such MapPoint.Net Maps or Service meet the requirements of Exhibit C and the parties have not mutually agreed to postpone such use.
2.7 MapPoint.Net Map Functionality. Within one (1) year following the Effective Date, AAA, at its sole cost and expense, will develop for MapPoint.Net Maps functionality which enables BBB, at its option, to display within such MapPoint.Net Maps, an BBB Icon or a icon rendered by AAA to represent the specific location of a travel service made [**] available by BBB ('Representational Icon'), which will contain a Link back to an BBB Web Site determined by BBB.
2.8 CoBranding.
(a) Except pursuant to certain BBB agreements where Maps are not branded with BBB Icons, the parties agree that all Maps used by BBB will contain an BBB Icon and the MapPoint.Net logo designated by AAA from time to time. The parties agree that in any case where a Map is not branded with an BBB logo, BBB shall not be required to brand such Map with a AAA logo. In no event shall the AAA MapPoint.Net logo contain designations such as or marks of similar intent that serve as a protocol designator, or function as a clickable link to any Web page. The BBB Icon and the MapPoint.Net icon will not include any third party marks or advertisements. The BBB Icon shall appear in close proximity to MapPoint.Net logo, with the placement and size of such cobranding to be commercially reasonable and mutually agreeable to the parties. A representative sample of the Map cobranding is attached as Exhibit G hereto.
(b) AAA shall maintain the BBB Icon provided to AAA by BBB for such cobranding or any addition to or substitute thereof that BBB may provide to AAA from timetotime during the term of this Agreement. In the event BBB provides AAA with a new or modified BBB Icon for such cobranding, AAA shall implement the new BBB Icon within thirty (30) days following receipt of the update from BBB. AAA shall not use any BBB Icon in any other manner or for any other purpose without prior written approval by BBB. BBB shall not use any trademark of AAA in any manner or for any purpose without prior written approval by AAA.
2.9 Dataset Updates. AAA will use commercially reasonable efforts to update the Data on a quarterly basis.
2.10 Point of Interest Display. BBB shall have the right to select which Point of Interest will be displayed on the MapPoint.Net Maps provided by AAA to BBB in accordance with this Agreement.
3. License
3.1 Server Technology. AAA hereby grants to BBB and its Affiliates a perpetual license (i) to make, use, reproduce, modify, adapt, create derivative works based on, and translate the Server Technology in object code and source code form, and (ii) to distribute (directly and indirectly), transmit, display and perform publicly, license, rent, lease, and sell the Server Technology in connection with Maps in object code form. Notwithstanding the foregoing, BBB and its Affiliates shall have no right to distribute, transmit, display, license, rent, lease or sell in any manner any portion of the Server Technology implemented in the AAA Geography Product Unit's retail products or internal tools without the prior approval of AAA. Additionally, BBB agrees, for itself and on behalf of its Affiliates, that BBB and its Affiliates shall not license the Server Technology, in any manner, to third parties that produce products or services that are competitive with the AAA Geography Product Unit's (___)or the Learning Business Unit's products or services without the prior approval of AAA, which approval shall not be unreasonably withheld or delayed.
3.2 Third Party Exclusions. For twentyfour (24) months after the Effective Date, AAA agrees that it will not with respect to local street maps and driving directions and other mapping services, provide such mapping services to the following entities through a direct contractual agreement with such entities: Hotel Reservations Network, Travelocity, Orbitz, Cendant (but only with regard to Cendant's travelrelated services and businesses), Priceline, or any entity that, at the time such agreement is executed, is a wholly owned subsidiary of any of the foregoing entities. Notwithstanding the foregoing, Travelocity shall remain an excluded party for the term of this Agreement. In addition, AAA agrees that BBB shall be a provider of travel booking, travel service or travel Point of Interest data that is featured and/or integrated into the Maps provided and/or developed by the AAA Geography Product Unit.
3.3 Data. As of the Effective Date, AAA has licenses to use the Data for AAA's own business purposes. To the extent AAA has the right to sublicense rights in Data to BBB for BBB's business purposes, AAA hereby does so sublicense the Data for use in connection with Maps and the Data Dump. To the extent AAA does not have the right to sublicense Data to BBB and to the extent such sublicense is necessary for the purposes of the Services described in Section 2.3 above, AAA shall use reasonable efforts to assist BBB to obtain licenses in such Data, at BBB's expense. Additionally, BBB agrees that it shall not license the Data, in any manner, to third parties that produce products or services that are competitive with the AAA Geography Product Unit's or the Learning Business Unit's products or services without the prior approval of AAA, which approval shall not be unreasonably withheld or delayed.
3.4 BBB Updates to Server Technology. BBB, on behalf of itself and its Affiliates, hereby irrevocably conveys and assigns to AAA, and agrees to assign to AAA, all right, title and interest in any copyrights in the BBB Updates, and in all renewals and extensions of those copyrights that may be secured under the laws now or hereafter in force and effect in the United States of America or in any other country or countries.
4. Payments
4.1 Server Technology. AAA shall provide the licenses in the Server Technology to BBB free of charge. Commencing upon the Launch Date, BBB may, but shall not be required to, develop BBB Updates to the Server Technology, but to the extent they are developed they shall promptly be delivered to AAA.
4.2 Payment Schedules. The payment schedules for services delivered under this Agreement and prior to the Effective Date of this Agreement are on Exhibit F attached hereto.
4.3 Most Favored Nation. AAA will not charge BBB a price for Services rendered under this Agreement, or provide BBB with a level of service, that is less favorable than the rates charged or the services provided to any third party unless such third party agrees to use MapPoint.Net Maps more frequently than BBB's then current actual usage of MapPoint.Net Maps.
5. Confidential Information. The parties understand and acknowledge that each of them (and their respective employees, consultants and subcontractors) may have disclosed to it, in connection with the rendition of services and performance of their obligations of this Agreement, confidential and/or proprietary information of the other party. The terms and conditions of that certain NonDisclosure Agreement between the parties, dated _________,_________,_________(M,D,Y), shall apply to all such confidential and proprietary information. AAA and BBB each agree that the terms and conditions of this Agreement, including its attachments, will be deemed to constitute, and be treated as, confidential information pursuant to this Section 5.
6. Warranties, Indemnification, and Limitation of Liability
6.1 Warranties.
(a) AAA represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the State of _________(PLACENAME) and has authority to enter into this Agreement and perform its obligations hereunder; and
(b) AAA represents and warrants that it has and will not grant any rights in the Server Technology to any third party that are inconsistent with the rights granted to BBB herein.
(c) BBB represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the State of _________(PLACENAME) and has authority to enter into this Agreement and perform its obligations hereunder.
(D) Except as provided in this section 6.1, each party disclaims all warranties, either express, implied or statutory, including but not limited to any (if any) implied warranties of merchantability, of fitness for a particular purpose, of lack of viruses. The server technology, data, bbb updates, and maps are provided as is with all faults, and no warranties or promises are made that licensed materials will work or work for any particular purpose. Also, there is no warranty of title, authority, or noninfringement in the licensed materials.
6.2 Indemnification.
(a) AAA.
(i) AAA shall indemnify and hold harmless BBB and BBB's directors, officers, employees, and agents (each, an 'BBB Claimant'), from any and all third party claims, demands, actions or causes of action, costs, liabilities, losses, expenses, damages, judgments, awards, charges and amounts paid in settlement (including (___) reasonable attorney's fees, costs and expert witness fees) brought against such BBB Claimant to the extent it is based upon a claim that the Server Technology infringe any copyright or patent or misappropriate any trade secret of a third party ('BBB Claims').
(ii) In the event any third party asserts a claim of infringement with respect to any Server Technology or any portion thereof, AAA shall notify BBB promptly and may, at AAA's expense, replace or modify the Server Technology or portion thereof with a version that is non infringing, provided that the replacement or modified version has substantially equivalent functionality to the version being replaced.
(iii) AAA shall have no obligation to indemnify under this Section 6.2 to the extent an BBB Claim arises out of an BBB Claimant's continuing use of infringing Server Technology after (a) AAA has provided a noninfringing replacement with substantially equivalent functionality, and (b) the BBB Claimant has had a reasonable amount of time to test and implement the replacement version.
(iv) In the event an BBB Claim is made or filed against an BBB Claimant, the BBB Claimant shall promptly notify AAA of the same in writing, and AAA shall defend, compromise, and/or settle the BBB Claim at its expense. AAA shall not be responsible for the expenses, including counsel fees, of the BBB Claimant incurred after AAA assumes defense of the BBB Claim, but the BBB Claimant may participate therein and retain counsel at its own expense. AAA will not be responsible for any settlement made by BBB or any BBB Claimant without AAA's written permission, which will not be unreasonably withheld or delayed. AAA will not consent to the entry of any judgment or enter into any settlement affecting the BBB Claimant, to the extent that the judgment or settlement involves more than the payment of money, without the prior consent of the BBB Claimant, which consent shall not be unreasonably withheld or delayed. BBB and any BBB Claimant shall provide information, assistance and authority, at BBB's expense, to help AAA defend, compromise or settle such BBB Claim.
(v) AAA shall indemnify and hold harmless any BBB Claimant from and against any foreign, U.S. federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises or tariffs, arising as a result of or in connection with the transactions associated with the use by AAA of BBBMaps, including, without limitation, any state or local sales or use taxes or any value added tax or business transfer tax now or hereafter imposed on or with respect to such transactions. All such taxes (and any penalties, interest, or other additions to any such taxes), with the exception of taxes imposed on BBB's net income or with respect to BBB's property ownership, shall be the financial responsibility of AAA. AAA agrees to indemnify, defend and hold BBB harmless from any claims, causes of action, costs (including, without limitation, reasonable attorneys' fees) and any other liabilities of any nature whatsoever related to such taxes. This section shall govern the treatment of all taxes arising as a result of or in connection with the transactions associated with the use by AAA of BBBMaps notwithstanding any other section of this Agreement.
(b) BBB.
(i) BBB shall indemnify and hold harmless AAA, its Affiliates and the directors, officers, employees, and agents of the foregoing (each, an 'AAA Claimant'), from any and all third party claims, demands, actions or causes of action, costs, liabilities, losses, expenses, damages, judgments, awards, charges and amounts paid in settlement (including reasonable attorney's fees, costs and expert witness fees) brought against such AAA Claimant to the extent it is based upon a claim that an BBB Icon or the BBB Updates infringe any copyright, trademark, trade dress, privacy right, publicity right or patent, or misappropriate any trade secret of a third party, or constitutes unfair competition or unfair trade practices ('AAA Claims').
(ii) In the event any third party asserts a claim of infringement with respect to any BBB Icon or BBB Updates or any portion thereof, BBB shall notify AAA promptly and may, at BBB's expense, replace or modify the BBB Icon or BBB Updates or portion thereof with a version that is noninfringing, provided that the replacement or modified version has substantially equivalent functionality to the version being replaced.
(iii) BBB shall have no obligation to indemnify under this Section 6.2 to the extent a AAA Claim arises out of a AAA Claimant's continuing use of infringing BBB Icon or BBB Updates after (a) BBB has provided a noninfringing replacement with substantially equivalent functionality, and (b) the AAA Claimant has had a reasonable amount of time to test and implement the replacement version.
(iv) In the event a AAA Claim is made or filed against a AAA Claimant, the AAA Claimant shall promptly notify BBB of the same in writing, and BBB shall defend, compromise, and/or settle the AAA Claim at its expense. BBB shall not be responsible for the expenses, including counsel fees, of the AAA Claimant incurred after BBB assumes defense of the AAA Claim, but the AAA Claimant may participate therein and retain counsel at its own expense. BBB will not be responsible for any settlement made by AAA or any AAA Claimant without BBB's written permission, which will not be unreasonably withheld or delayed. BBB will not consent to the entry of any judgment or enter into any settlement affecting the AAA Claimant, to the extent that the judgment or settlement involves more than the payment of money, without the prior consent of the AAA Claimant, which consent shall not be unreasonably withheld or delayed. AAA and any AAA Claimant shall provide information, assistance and authority, at AAA's expense, to help BBB defend, compromise or settle such AAA Claim.
(v) BBB shall indemnify and hold harmless any AAA Claimant from and against any foreign, U.S. federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises or tariffs, arising as a result of or in connection with the transactions contemplated under this Agreement (other than with respect to the use of and payments for BBBMaps) including, without limitation, any state or local sales or use taxes or any value added tax or business transfer tax now or hereafter imposed on or with respect to such transactions. All such taxes (and any penalties, interest, or other additions to any such __ taxes), with the exception of taxes imposed on AAA's net income or with respect to AAA's property ownership, shall be the financial responsibility of BBB. BBB agrees to indemnify, defend and hold AAA harmless from any claims, causes of action, costs (including, without limitation, reasonable attorneys' fees) and any other liabilities of any nature whatsoever related to such taxes. This section shall govern the treatment of all taxes arising as a result of or in connection with this Agreement (other than with respect to the use of and payments for BBBMaps) notwithstanding any other section of this Agreement.
6.3 Data. The parties agree that BBB shall benefit from any warranties and/or indemnification for Data provided by Data licensors under AAA's license agreements for Data, to the extent such warranties and/or indemnification extend to BBB.
6.4 Limitation of liability. to the maximum extent permitted by applicable law and except with respect to any breach of confidentiality owed under section 5, in no event shall either party be liable for any special, incidental or consequential damages whatsoever arising out of or in any way related to this agreement, even if the party been advised of the possibility of such damages.
7. term
7.1 Term. This Agreement shall take effect upon the Effective Date and shall continue in full force and effect, unless earlier terminated as provided herein, for a period of four (4) years. Thereafter, this Agreement shall be automatically renewed and continue in full force and effect for additional one year periods through each subsequent anniversary of the Effective Date unless either party gives at least sixty (60) days notice prior to the beginning of such renewal term that such party is terminating this Agreement.
7.2 Termination for Breach. In the event either party materially fails to perform or comply with this Agreement or any provision thereof, and fails to remedy the default within sixty (60) days after the receipt of notice to that effect, then the other party shall have the right, at its sole option and upon written notice to the defaulting party, to terminate this Agreement upon written notice. Any notice of breach hereunder shall be prominently labeled 'NOTICE OF DEFAULT,' and if to AAA, shall be copied to AAA's Law & Corporate Affairs Department, attn. U.S. Legal Group.
7.3 BBB Termination for Convenience. BBB may terminate this Agreement at any time without cause upon ninety (90) days written notice to AAA; provided, however, that upon receipt of such notice AAA's obligations under Section 3.2 (Third Party Exclusions) and Section 4.5 (Most Favored Nation) shall immediately terminate.
7.4 AAA Termination for Convenience. AAA may terminate this Agreement at any time without cause upon one hundred and eighty (180) days prior written notice to BBB.
7.5 Transition Upon Termination. If AAA exits the mapping business, AAA shall reasonably cooperate with and provide reasonable assistance to BBB and any third parties authorized by BBB to undertake performance of services necessary for the continued and uninterrupted provision of MapPoint.Net Maps to BBB.
7.6 Remedies Cumulative. The rights and remedies provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or this Agreement.
7.7 Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 1, 2.2(c), 3.1, 3.4, 4.1, 5, 6, 7, and 8.
8. general
8.1 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and terminates any and all prior agreements or contracts, oral or written, entered into between the parties relating to the subject matter hereof.
8.2 Amendments. This Agreement shall not be amended or otherwise modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of AAA and BBB by their respective duly authorized representatives.
8.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of ________ (PLACENAME).
8.4 Assignment. Neither party may assign this Agreement, or any portion thereof, to any third party unless the other party expressly consents to such assignment in writing, which consent may be given or withheld in the sole discretion of the applicable party whose consent is requested. For the purposes of this Agreement, a merger, consolidation, or other corporate reorganization, or a transfer or sale of a controlling interest in a party's stock, or of all or substantially all of its assets shall be deemed to be an assignment.
8.5 Notices. All notices in connection with this Agreement shall be deemed given as of the day they are sent by electronic transmission, sent by facsimile or deposited with a commercial courier for delivery to other party at the following addresses:
AAA: AAA Corporation
________ (ADDRESS)
Tel: _________
Fax: _________
Attention:____
With copy to:_
BBB: BBB, Inc.
________ (ADDRESS)
Tel: _________
Fax: _________
Attention: ___
or to such other address and/or telex and facsimile number as the party to receive the notice or request so designates by written notice to the other.
8.6 No Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
8.7 Savings Clause. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
8.8 Further Assurances. Each party agrees to take such further action and execute, deliver and/or file such documents or instruments as are necessary to carry out the terms and purposes of this Agreement.
8.9 Section Headings. The section headings used in this Agreement are intended for convenience only and shall not be deemed to supersede or modify any provisions.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
AAA CORPORATION BBB, INC.
By:_________ By:_________
Name:_______ Name:_______
Title:______ Title:______
(___)=AAA Confidential
Exhibit A
Server Technology
The Server Technology is composed of the following seven elements:
1. Routing Object and Routing Files and Journey Object The Routing Object includes all of the specifications, source code, object code and runtime files that define and control AAA's proprietary, route data storage and route calculation technologies. Routing Data is stored in a series of highly compressed runtime Routing Files that are used to calculate driving directions. Streets and highways are stored as nodes and links with attributes such as speed and turn restrictions attached. The routing Object takes as an input, a series of locations defined by latitude and longitude coordinates. The Routing Object calculates the best route between these locations based on user preferences for speed, distance or road types. The output of the Routing object is a structured list of the nodes and links that comprise the calculated route. This output may be used by AAA's Journey Object to build a list of driving directions. The output may also be used to highlight a route on a map.
2. Map Designs AAA's Map Designs define how data will appear and behave within it's proprietary, runtime map files. Each map contains one or more Map Designs. Each of these designs is implemented as a separate map style available to end users. Map Designs include information on the color, thickness, style, and fonts of various data elements. In addition, the Map Design defines whether features show up at all, and if they do, whether they appear with a label. Map Designs also define what happens to a feature when it is selected (label is made bold, shape highlights, map zooms in, etc.) The Online Map Design includes color and symbol definitions that produce the most attractive map available for a Web Page. The Online Map Design adjusts the settings for window size constraints and palette color limitations found on most Web Pages.
3. GeoMisc code (ex. dib to gif conversion) GeoMisc is a Project in the Geography Product Unit's Visual Source Safe Code Database that contains miscellaneous, lowlevel functions that support mapping applications. Many of these functions are required for Geography Products and the Map Server System to work properly. For example, the .GIF files that MSS serves rely on the DIB to GIF conversion function that is contained in the GeoMisc Project.
4. Map Server System (MSS) The Map Server System includes all of the specifications, source code, object code and runtime files that define and control AAA's proprietary HTML map controls and map server technologies. MSS allows end users to find places, get driving directions and navigate maps over the Internet. MSS relies on other server technologies such as MOBB and the Routing Object for data storage, route calculation and map rendering. MSS provides a Webbased user interface that allows users to interact with routing and map files on a remote server.
5. Alexandria Alexandria is the data warehouse that stores all of the map data used in AAA's proprietary, runtime map files. Alexandria stores MSowned map data and licensed data from AAA's vendors. Databases in Alexandria store both geometry and attribute data. For example, a single Entity record could be represented by a point, several lines and an area at different map scales. In addition, Alexandria databases might store information about that entity's location, name, alternate names, and any other available attributes. All Alexandria entities are assigned unique Identification numbers that can be used to look up available geometry or attribute information.
6. MOBB and .MAD files MOBB, also known as 'The Map Object' includes all of the specifications, source code, object code and runtime files that define and control AAA's proprietary map data storage, retrieval and display technologies. MOBB data is stored in files with the extension: .MAD. Examples of MOBB features include but are not limited to the following:
(a) Smart searching algorithms for finding places and addresses
(b) Dynamic map labeling technology that supports all types of features (including street labels) and languages (including Japanese)
(c) Multiple mapstyle support that supports map customization while maximizing data compression
(d) Multiple resolutions of raster and vector data support.
(e) Support for all types of geometry including points (ex. Hotels), lines (ex. Streets), areas (ex. Countries), and complex polygons (ex. Rivers)
(f) Multiple map projections
7. MSowned map data AAA maintains independent copyright ownership for much of the geographic data that it includes in licensed products and uses internally. This includes all of the data implemented on the Encarta Interactive World Atlas 2000 map with the exception of parks licensed from the World Conservation Monitoring Centre. Examples of this data include worldwide roads, political boundaries, geographic regions, terrain maps and city insets. In addition, the MS owned map data includes a worldwide database of Populated Places and a detailed hydrology database for the United States.
8. Geocoding Tool An administrative tool being developed by AAA will enable BBB to: (a) pinpoint a location including Point of Interest based on address and other search criteria including visually on a map, and (b) to identify the of the location as it relates to the underlying MapPoint.Net Maps.
Exhibit B
Data Services
AAA's Data Services include the development of runtime map and routing files for products that use technologies developed by the Geography Product Unit and products that hold licensees to use the map data contained within them.　
These files are developed primarily for use in products produced by AAA's Geography and Reference product units. However, to the extent that Map Designs allow AAA to create a single, customized Online Map Style within each map file, MS will complete this work as part of its Data Services.
Exhibit C
Service Requirements
Uptime: Maps shall be available to BBB 99.9% of the time provided usage levels forecasted quarterly by BBB pursuant to Section 2.4.are reasonably accurate. Calculation of this average availability will be based on availability during each 30day billing period. Scheduled downtime for maintenance of up to three (3) hours per monthly billing period shall not be counted as downtime for the purpose of this calculation, provided AAA provides BBB with prior written notice as soon as practicable of (and in no event less than twentyfour (24) hours before) such scheduled downtime for maintenance. In addition, downtime reasonably necessary to implement any upgrades and downtime caused by outages and other factors beyond the reasonable control of AAA shall not be counted as downtime for purposes of this calculation. All other time during which the Maps are not available shall be counted as downtime.
Upgrades: In no event shall BBB be required to use an unreleased version of either any AAA product from another division or third party software product (collectively, 'Dogfood'). AAA shall obtain prior written approval from BBB before requiring BBB to use Dogfood.
1. For all Major Releases (as defined below) of MapPoint.Net Maps, AAA shall:
(a) Provide BBB with a schedule for the release and reasonable time to review and comment upon the timing and feature set incorporated in AAA's planned release;
(b) Design, develop and release technology that is backwards compatible to the last Major Release of MapPoint.Net Maps;
(c) Provide BBB within a reasonable time prior to commercial release with production access to a production level beta version of the Major Release;
(d) Demonstrate to BBB that the Major Release meets uptime requirements, mutually agreeable roundtrip time requirements, and BBB's capacity requirements, which shall be determined by the forecasting information provide by BBB to AAA in accordance with Section 2.4.
(e) Deliver to BBB technical documentation related to using new or changed features within the Major Release; For the purposes of this Agreement, a 'Major Release' shall mean a release of MapPoint.Net Maps which is designated by AAA, or should have been designated by AAA pursuant to industry standards, as a change in the tenths digit in the MapPoint.Net Maps version number ____.
2. For all Update and Upgrade Releases (as both are defined below) of MapPoint.Net Maps, AAA shall:
(a) Provide BBB with support to resolve Critical Bugs (as defined in the Customer Support section below) that may result from the use of the Update and Upgrade Releases into the BBB production environment;
(b) AAA shall provide BBB with reasonable notice of any Update and Upgrade Releases. For the purposes of this Agreement, the following definitions apply:
'Update Release' shall mean a release of a software product which is designated by AAA, or should have been designated by AAA pursuant to industry standards, as a change in the digit(s) to the right of the tenths digit(s) in the product version number ___.
'Upgrade Release' shall mean a release of a software product which is designated by AAA, or should have been designated by AAA pursuant to industry standards, as a change in the digit(s) to the left of the decimal digit(s) in the product version number ____.
Reports: AAA shall provide BBB access to mutually agreeable activity reports including backend reporting such as hits to the servers by transaction type (map, route, find).
Customer Support:
Standard
AAA will provide enduser support  unless otherwise provided by BBB. All end user email requests and responses are communicated in English ONLY, with a response time goal of twentyfour (24) hours or less.
Service and support will be delivered down to the switch port level, and will provide services such as 24X7 monitoring of network functionality, notification of loss of said functionality in such an event, and troubleshooting response and clearly defined escalation path to such loss of said functionality. Notification and troubleshooting response to meet the following conditions:
1. 'Critical Bugs'. For the purposes of this Agreement, a 'Critical Bug' shall mean cases where BBB cannot conduct commerce or where Maps are down and not functioning due to problem caused by AAA. In the case of a Critical Bug, AAA's Geography Product Unit and BBB will designate resources to continuously work on such Critical Bug 24x7.
2. 'Severe Bugs'. For purposes of this Agreement, a 'Severe Bug' shall mean a problem caused by AAA where there is grossly inaccurate map data, such as New York appearing in Canada, bugs that have a material impact on BBB's ability to conduct commerce in a reliable fashion, or when a Point of Interest is more than one (1) mile from its accurate global position (this does include the hotel database). In the case of a Severe Bug AAA's Geography Product Unit and BBB will designate resources to continuously work on such Severe Bug Monday through Friday, 8:00 AM to 5:00PM (PST).
3. AAA will provide BBB with the means to submit and retrieve update status for Critical Bugs and any other bugs deemed material to BBB, in it sole opinion.
4. AAA will assign an Account Manager for general requests and questions, which shall be available by email and phone Monday Friday, 8:00AM 5:00PM (PST). The parties shall provide each other with an email address and other contract information in connection with the resolution of Critical and Severe Bugs.
Exhibit E
Known Bugs
BBBBug39691: MOBB8.5: Find Server IIS dies after a long period (approx. 48 hours) of stress
BBBBug38960: MOBB8.5: Front end returning error message for route that should succeed.
BBBBug37133: MOBB8.5: GEOBLK: Maps and Find Servers: Took significant perf.
hit with MOBB 8 due to data files.
BBBBug42867: MOBB8.5: Geo proposed fix for Intl address crash (related to　#39691)
Exhibit F
Payment Schedule
1. The parties agree that, unless otherwise specified: (i) the payment schedule in Section 2 (AAA) and Section 3 (BBB) below (together, 'Existing Payment Schedule') shall apply to charges for Server Technology, Data and BBBMaps services provide by the applicable party until _________,_________,_________(M,D,Y), 11:59 P.M.('TrueUp Date'); and (ii) the revised payment schedule in Section 5 below ('Revised Payment Schedule') shall apply to Services provided by AAA to BBB which commence as of _________,_________,_________(M,D,Y), 12:00 A.M. (midnight).
2. Existing Payment Schedule AAA.
BBBMaps Services/Use of BBBMaps: BBB and AAA agree that as of the Effective Date of this Agreement, AAA shall be deemed paid in full for AAA's use of BBBMaps through the TrueUp Date.
3. Existing Payment Structure BBB.
(a) Data Services. BBB and AAA agree that as of the Effective Date of this Agreement, BBB shall be deemed paid in full for BBB's use of Data Services provided by AAA through the TrueUp Date. For the purposes of this Section 3.3, 'Data Services' shall mean the services described in Exhibit B with respect to the Data which AAA has provided to BBB through its Geography Product Unit.
(b) Data. BBB shall pay AAA for certain third party license fees or royalties incurred by AAA for sublicensing Data in accordance with a mutually agreed upon payment matrix, as represented by the sample calculation on Attachment 1 hereto, from _________,_________,_________(M,D,Y)until commencement of the Revised Payment Schedule.
4. Revised Payment Schedule.
(a) Following the TrueUp Date and in total and final consideration for MapPoint.Net Maps provided by AAA on a dedicated server cluster as set forth in this Agreement, BBB or its designated Affiliate shall pay AAA transaction fees on all Route Transactions (as defined below), Location Lookup Transactions (as defined below) and Map Transactions (as defined below), (collectively, 'Transaction Fees') completed from such dedicated server cluster during the term of this Agreement, in accordance with the following payment schedule:
(i) Route Transaction Fees. BBB shall pay AAA US$,_________, per Route Transaction ('Route Transaction Fees').
(ii) Location Lookup Transaction Fees. BBB shall pay AAA US$, ________, per Location Lookup Transaction ('Location Lookup Transaction Fees').
(iii) Map Transactions Fees. BBB shall pay AAA US$, ________ per Map Transaction ('Map Transaction Fees').
(b) AAA shall bill BBB or its designated Affiliate, as appropriate, fifteen (15) days after the end of each fiscal quarter with respect to any Transaction Fees that may be owed by BBB or its designated Affiliate as described in Section 4(a). AAA shall provide BBB or its designated Affiliate, as appropriate, with a statement which shall contain information sufficient to discern how the payment was computed. Payments shall be due within thirty (30) days after the end of each quarter for which an invoice is provided. For the purposes hereof, a 'fiscal year' shall end on _________,_________,_________(M,D,Y), and a 'fiscal quarter' shall mean one of the four (4) threemonth periods in a fiscal year, as customarily determined by BBB.
(c) For the purposes of this Agreement, the following definitions apply:
(i) 'Route Transaction' means any one or more of the following: (x) text and/or voice driving directions from a single origin (but not an origin constituting a sensorgenerated location of the enduser's computer device) to any single destination directly or through one or more waypoints, (y) the travel time and/or distance for all or any portion of such route, and (z) a raster image depicting a map including the route or a series of an average of seven (7) raster images respectively depicting maps including successive portions of the route.
(ii) 'Location Lookup Transaction' means find information in the form of either the street address or intersection of streets at which a point of interest or address, identified based on a search requested by the enduser, is located, and additionally may include a raster image depicting such location on a map.
(iii) 'Map Transaction' means a single raster image depicting a map for a predetermined or enduserspecified geographical area (but not in any way based on a sensorgenerated location).
5. Revised Payment Schedule Payment Exceptions.
Notwithstanding anything to the contrary in this Agreement, upon commencement of the Revised Payment Schedule, BBB shall not be required to pay to AAA any Transaction Fees generated by any AAA Backend Properties, as defined in Section 2.3 of the Agreement, who use BBBMaps to serve local street maps and/or provide driving directions on their respective Web sites. The Backend Properties will be identified on a quarterly report provided by BBB to AAA, in accordance with Section 5(b).
Attachment 1
Representative Sample of Payment Matrix
Pricing Model for Transactions
Gross Transactions
Sum of Page Views Date
Domain _________(M,Y) _________(M,Y) Grand Total
Location Lookup
Transactions(SF) _________ _________ _________
Map
Transactions(SF) _________ _________ _________
Route
Transactions(SF) _________ _________ _________
Grand Total _________ _________ ______________
Assumptions
Average Maps per Route _________
Average Maps per Find __________
World data factor _________%
Population Coverage (pro rata) _________%
Per Transaction Volume
Price Discount
Adjusted
Transactions _________(M,Y) _________(M,Y) Grand Total
Location Lookup
Transactions(SF) _________ _________ _________%
Map
Transactions(SF) _________ _________ _________%
Route
Transactions(SF) _________ _________ _________%
Priced
Transactions _________(M,Y) _________(M,Y) Grand Total per trans fee
Location Lookup
Transactions(SF) $,_________ $,_________ $,_________ $,_________
Map
Transactions(SF) $,_________ $,_________ $,_________ $,_________
Route
Transactions(SF) $,_________ $,_________ $,_________ $,_________
Total Navtech
Fee $,_________ $,_________ $,_________ $,_________
Exhibit G
Representative Sample of MapPoint.Net Map
This representative sample depicts treatment of a BBB logo and a AAA logo, and the placement of a AAA copyright notice.

PROVISIONAL AGREEMENT FOR SALE AND PURCHASE

This agreement is made on between

(1) (Holder(s) of Hong Kong Identity Card(s) No(s).

and Holder of Certificate of Availability for Sale No.) of

(hereinafter called 'the Vendor');

(2) (Holder(s) of Hong Kong Identity Card(s) No(s).

and Holder of Certificate of Eligibility to Purchase No.) of

(hereinafter called 'the Purchaser'); and

(3) (Holder of Business Registration Certificate No.) of

(hereinafter called 'the Vendor’s Agent') and(Holder of Business Registration Certificate No.) of (hereinafter called 'the Purchaser’s Agent').]OR

[(3) (Holder of Business Registration Certificate No.) of (hereinafter called 'the Agent').]

Now it is hereby agreedas follows:

1. The Vendor agrees to sell and the Purchaser agrees to purchase *[through the Vendor’s Agent and the Purchaser’s Agent/the Agent,] the Property known as(hereinafter called 'the Property') subject to the terms and conditions herein contained.

2. The purchase price of the Property is HK$ which shall be paid by the Purchaser to the Vendor in the following manner:

(a) Initial deposit of HK$ shall be paid upon signing of this Agreement;

(b) Further deposit of HK$ shall be paid upon signing of the Formal Agreement for Sale and Purchase on or before ; and

(c) Balance of purchase price of HK$ shall be paid upon completion which should take place on or before .

3. Completion shall take place on or before and the Property is to be sold to the Purchaser subject to Clause 17 hereof but otherwise free from incumbrances.

4. Upon completion, the Vendor shall deliver vacant possession of the Property to the Purchaser.

5. The Purchaser shall not sub-sell the Property or transfer the benefit of this Agreement, whether by way of a direct or indirect reservation, right of first refusal, option, trust or power of attorney, nomination or any other method, arrangement or document of any description, conditional or unconditional, or enter into any agreement so to do before the completion of the sale and purchase of the Property.

When fixing the date of signing of the Formal Agreement for Sale and Purchase, the Purchaser and Vendor should refer to Clause 8 below.

6. The Vendor and the Purchaser agree that they shall separately appoint their own solicitors.

The Vendor shall be represented by and the Purchaser shall be represented by .

7. Each party shall bear its own legal costs. Subject to Clause 11 hereof, all stamp duty shall be borne by the Purchaser.

8. The Purchaser agrees to apply to the Housing Authority for a Letter of Nomination within one month from the date of this Agreement but in any event no later than seven working days prior to the signing of the Formal Agreement for Sale and Purchase.

9. In order to enable the Purchaser to apply for the Letter of Nomination, the Vendor agrees to tender the original of the Certificate of Availability for Sale to the Purchaser or his solicitors within days from the date of this Agreement but in any event no later than seven working days prior to the signing of the Formal Agreement for Sale and Purchase.

10. Should the Purchaser fail to obtain a Letter of Nomination (otherwise due to the Vendor’sfailure to tender the said Certificate of Availability for Sale pursuant to Clause 9 above) before the signing of the Formal Agreement for Sale and Purchase or fail to complete the purchase in manner herein contained or fail to observe any of the terms contained in this Agreement, the deposit shall be forfeited to the Vendor and the Vendor shall then be entitled at his sole discretion to sell the Property to other eligible purchasers as he thinks fit but without prejudice to the Vendor''s right to claim specific performance and damages from the Purchaser.

11. Should the Vendor fail to tender the original of the Certificate of Availability for Sale to the Purchaser or his solicitors according to Clause 9 of this Agreement or fail to complete the sale in the manner herein contained or fail to comply with any of the terms of this Agreement, the Vendor shall forthwith return the deposit to the Purchaser and shall pay to the Purchaser a sum equivalent to the amount of the initial deposit as liquidated damages and shall also reimburse the Purchaser with the payment of stamp duty but without prejudice to the Purchaser''s right to claim specific performance and damages from the Vendor.

12. In consideration of the services rendered by the Vendor’s Agent and the Purchaser’s Agent,entitled to receive HK$___________________from the Vendor and the Purchaser’s Agent shall be entitled to receive HK$ from the Purchaser as commission. Such commission shall be paid on or before .

OR In consideration of the services rendered by the Agent, the Agent shall be entitled to receive HK$ from the Vendor and HK$ from the Purchaser as commission. Such commission shall be paid on or before .

13. If in any case either the Vendor or the Purchaser fails to complete the sale and purchase in the manner herein mentioned, the defaulting party shall compensate at once the Vendor’s Agent HK$ and the Purchaser’s Agent HK$ /the Agent HK$ as liquidated damages.

14. The Property is sold to the Purchaser on an 'as is' basis.

15. This Agreement supersedes all prior negotiations, representation, understanding and agreements between the parties hereto.

16. It is hereby agreed that the sale and purchase hereof shall include the chattels, furniture and fittings as set out in the Remarks.

17. The Purchaser acknowledges that he is purchasing the Property subject to the liability for payment of premium as set out in paragraph 1 of the Schedule to the Housing Ordinance Cap.283. The Vendor declares that for the purpose of calculation of the amount of premium under paragraph 1(b) of the Schedule to the Housing Ordinance, the Initial Market Value and the Purchase Price of the Property are HK$ and HK$ respectively.

18. If the Purchaser is more than one person, they shall hold the Property as Joint Tenants.

19. It is hereby agreed that *[the Vendor’s Agent is the agent of the Vendor only and the Purchaser’s Agent is the agent of the Purchaser only/the Agent is the agent for both the Vendor and the Purchaser/for the Vendor only/for the Purchaser only.]

20. It is declared by the Vendor and the Purchaser that they are selling and purchasing the Property under the HOS Secondary Market Scheme of the Hong Kong Housing Authority and acknowledge that this Agreement is subject to the terms, covenants and conditions mentioned in the Schedule to the Housing Ordinance (Cap.283) and any amendments thereto.

21. The sale and purchase hereof is also subject to the additional terms (if any) set out in the Schedule hereto and in the event of any contradiction between such additional terms and the prescribed terms and provisions of this provisional agreement and the Formal Agreement for Sale and Purchase, the prescribed terms and conditions shall prevail.

22. This Agreement constitutes a legally binding agreement between the parties hereto.

23. This Agreement should be interpreted in its English version in case of ambiguities.

24. Remarks :

SCHEDULE

Additional Terms

Signed by the Vendor :_______________________

Signed by the Purchaser:_____________________

Signed by the Vendor’s Agent :______________

Estate Agent’s Licence

(Individual) No. :___________________________

Signed by the Purchaser’s Agent

Estate Agent’s Licence

(Individuall No. :___________________________

OR

Signed by the Agent :________________________

Estate Agent’s Licence

Individual No. :_____________________________

Received from the Purchaser the initial deposit of HK$ (cheque no. )