EXHIBIT 2.14
AGREEMENT RE SUZHOU XXXXXX
This Agreement ("Agreement") is entered into as of the 13th day of August, 1999,
by and between Xxxxxx Advanced Technology (Malaysia) Sdn. Bhd., a corporation
existing under the laws of Malaysia, with a principal place of business at Xx.
00 Xxxxxx Xxxxxxx, Xxx Xxxxxx Free Trade Xxxx, 00000 Xxxxx Xxxxxx, Xxxxxxxx
("HAT"), and Xxxxxx Airport Systems (M) Sdn. Bhd., a corporation existing under
the laws of Malaysia, with its principal place of business at Xx. 00 Xxxxxx
Xxxxxxx, Xxx Xxxxxx, Free Trade Xxxx, 00000 Xxxxx Xxxxxx, Xxxxxxxx ("HAS").
RECITALS
A. HAT is the owner of a 100% equity interest in Xxxxxx Semiconductor
(Suzhou) Co. Ltd., a foreign-owned enterprise under the laws of the People's
Republic of China, with its registered office at Xxx 00 Xxxxxx Xxxxxxx, Xxx
Xxxxxx Free Trade Xxxx, 00000 Xxxxx Xxxxxx, Malaysia People's Republic of China
(such company, "Suzhou Xxxxxx," and such equity interest, the "Suzhou Equity
Interest").
B. HAT and HAS are, directly or indirectly, wholly-owned subsidiaries of
Xxxxxx Corporation ("Xxxxxx"), and Xxxxxx desires to reorganize certain of its
operations, including the ownership of the Suzhou Equity Interest.
C. HAT and HAS have entered into an Equity Purchase Agreement dated August
__, 1999 (the "Purchase Agreement"), pursuant to which HAT has agreed to sell
the Suzhou Equity Interest to HAS.
D. HAS desires to transfer to HAT the economic benefits and obligations of
the Suzhou Equity Interest as provided herein.
NOW, THEREFORE, for and in consideration of the covenants, terms, and
conditions set forth herein, the parties agree as follows:
1. Assignment of Net Proceeds.
HAT hereby transfers to HAS the right to any Net Proceeds realized by HAT
from the ownership of the Suzhou Equity Interest, or from the sale, rental or
other disposition to a third-party not affiliated with Xxxxxx of the Suzhou
Equity Interest, or any of the assets of Suzhou Xxxxxx. No such sale shall take
place without the consent of HAS. HAT agrees to promptly transfer to HAS any
such Net Proceeds. For purposes of this Agreement, Net Proceeds shall mean the
proceeds arising from such ownership or from any such sale, rental or other
disposition net of all expenses and other liabilities associated with such
ownership, sale, rental or other disposition and net of all taxes, of whatever
type, including taxes imposed by the People's Republic of China and by the
Republic of Malaysia, in connection with such ownership, sale, rental or other
disposition and in connection with the distribution of any proceeds arising from
such ownership or from any such sale, rental or other disposition to Xxxxxx
Malaysia and the further distribution to HAS.
2. Consideration.
a. HAS shall pay HAT the amount of Malaysian Ringgit 19,000,000 as
compensation for the transfer of the rights set forth herein including the right
to Net Proceeds as provided in Section 1 and the rights set forth in Section 4.
Such payment shall be made concurrently with the execution of this Agreement.
b. The Malaysian Ringgit 19,000,000 payment made by HAS to HAT pursuant to
Section 2.b. shall be considered a prepayment of and shall be credited against
the obligation to HAT under Article 2 of the Purchase Agreement.
3. Taxes.
HAS shall pay any and all stamp taxes, value added taxes, or other taxes,
if any, required to be paid on the transfer and assignment of the beneficial
ownership interests in and to the Suzhou Equity Interest, other than income
taxes, if any, contemplated by this transaction, whether such taxes are levied
in Malaysia, the People's Republic of China or the United States of America.
4. Authority of HAS.
HAT hereby agrees to take such action with respect to its ownership of the
Suzhou Equity Interest as HAS, in its sole discretion, shall direct including,
without limitation, action with respect to the sale of the Suzhou Equity
Interest, the selection or removal of officers, directors, or managers of Suzhou
Xxxxxx, the acquisition, disposition or rental of any assets of Suzhou Xxxxxx,
and any vote by HAT as the owner of the Suzhou Equity Interest. If requested by
HAS, HAT agrees to cause the existing officers, directors and managers of Suzhou
Xxxxxx which have been selected by HAT to resign and to replace them with
persons selected by HAS. HAT agrees not to take any action with respect to its
ownership of the Suzhou Equity Interest except as directed by HAS. To the extent
permitted by applicable law, HAT hereby appoints HAS as HAT's exclusive agent
for purposes of exercising HAT's rights in the Suzhou Equity Interest and with
respect to selling the Suzhou Equity Interest or liquidating Suzhou Xxxxxx, as
HAS shall, in its sole discretion, determine. HAT shall cause Suzhou Xxxxxx, to
the extent HAT is able to do so, to appoint HAS as Suzhou Xxxxxx' exclusive
agent for purposes of selling or renting the assets of Suzhou Xxxxxx to third
parties.
5. Indemnification.
HAS agrees to pay, and to indemnify, defend and hold harmless, HAT, and any
direct or indirect owner of HAT, from all costs, losses, liabilities, claims and
expenses (excluding any loss of investment value in Suzhou Xxxxxx) related to,
or in any way resulting from, (i) the ownership or transfer by HAT of the Suzhou
Equity Interest, or (ii) the ownership or operation or transfer by Suzhou Xxxxxx
of its assets, including any taxes incurred by HAT in connection with such
ownership, and any contributions or payments HAT, or any direct or indirect
owner of HAT, is legally obligated to make in connection with such ownership,
provided that any taxes or other expenses or liabilities arising as a result of
the sale of Suzhou Xxxxxx, or any assets thereof, or the distribution of funds
from Suzhou Xxxxxx as a result of liquidation or otherwise, shall be paid, in
the first instance, from such proceeds or distributions.
6. Limitation of Liabilities.
IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANY OTHER PARTY
OR TO ANY PARTY CLAIMING UNDER ANY OF THE PARTIES TO THIS AGREEMENT, WHETHER AS
A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR
OTHERWISE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE OR OTHERWISE, FOR
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
7. Remedies.
Any disputes between the parties to this Agreement shall not be submitted
to any judicial, arbitral, governmental or semi-governmental body, but shall be
decided in accordance with the provisions of Section 6 of Exhibit B of the
Master Transaction Agreement, dated June 2, 1999, among Intersil Corporation,
Intersil Holding Corporation and Xxxxxx.
8. Governing Law.
This Agreement shall be construed in accordance with the laws of Malaysia.
9. Headings.
The headings in this Agreement are for convenience only and shall have no
effect on the interpretation hereof.
10. Counterparts.
This Agreement may be executed in several counterparts, each of which shall
be an original, but all of which shall constitute one instrument.
11. Entire Agreement.
The terms and conditions herein shall contain and constitute the entire
agreement between the parties, and shall supersede all previous communications,
either oral or written, between the parties with respect to the subject matter
hereof, and no agreement or understanding, varying or modifying the same, shall
be binding upon any other party unless in writing and signed by a duly
authorized officer or representative of each party.
IN WITNESS WHEREOF the parties have hereto set their hand as of the date
first above written.
Xxxxxx Airport Systems Xxxxxx Advanced Technology
(M) Sdn. Bhd. (Malaysia) Sdn. Bhd.
by: /s/ Xxxxxxx X. Xxxxxxxxx by: /s/ Xxxxx X. Xxxx
--------------------------- -------------------
Name: Xxxxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxx
Title: Director Title: Director
