Loan-Agreement(贷款协议)

1、精品文档LOAN AGREEMENTThis Loan Agreement (theAgreement ) is entered intoas of,2009 by the following parties.Party A:AAA( “Party A ”),Party B:王 *（ ）WHEREAS,1. . Party A is a wholly foreign-owned enterprise incorporated in thePeople s Republic of China (the“PRC”);2. . Party B is the citizens of the PRC w

2、ho intends to hold or has heldfifty percent (50%) of the equity interests of CCC(“Company”);3. . Party A agrees to provide an interest-free loan RMB150,000 to Party B (the “Borrower ”), solely for the Borrower to 50% share equity of Company.NOW THEREFORE, All parties agree as follows:1.Principal of

3、the Loan. PartyA agrees to provide a loan to the Borrowerwith the principal as RMB150,000 in accordance with the terms andconditionssetforth in thisAgreement. Borrower shall onlyuse theirloans solelytopurchase 50%share equity of Company. PartyB herebyacknowledges and confirms that the full amount of

4、 the principal ofthe loan had already been provided by Party A to the Borrower.2.Undertakings of the Borrower.Borrower shall use the total amountof the Loan solely purchase 50% share equity of Company.3. Term. The term of such loan starts from the date that Borrower received the loan until twenty (2

5、0) years after signing this Agreement and could be extended upon the written agreement of theparties through negotiations. During the term or extendedterm ofsuch a loan, Party A may accelerate the loan repayment, if any of the following events occurs:。1欢迎下载精品文档(a) Any of the Borrower quits or is dis

6、missed by Party A or its affiliates;(b) Any of the Borrower dies or becomes a person without capacity or with limited capacity for civil acts;(c) Any of the Borrower commits a crime or is involved in a crime;(d)Party A has given a writtennoticeto the Borrower and exercisedits right of purchase in ac

7、cordance with the terms under theExclusiveEquityPurchaseOptionAgreementspeculatedinArticle 4 of this agreement.Without Party As prior written consent, the Borrower shall not prepay all or any part of the Loan.4. Method of Repayment. The repayment of the Loan under this Agreement are payable in cash

8、or in other form or manner as agreed in writingby Party A and as permitted underthe laws of the PRC including butnot limitedtobywayoftransferto PartyAorathirdpartydesignated by PartyA atitssole discretionallorpartof the EquityInterestinCompany heldbytheBorrower( “EquityInterest” asdefinedintheExclus

9、iveEquityPurchaseOptionAgreement(the“Exclusive Equity Purchase Option Agreement”) to be executed anddelivered by the Borrower on the even date herewith) at a purchaseprice in accordance with the Exclusive Equity Purchase Agreement.5. Interest-free.5.1The parties agree and confirmthatthisloan is an i

10、nterest-freeloanexcept for in cases as provided in Article 5.2 of this Agreement.5.2IfPartyA exercisesitsPurchase Right(as defined inthe ExclusiveEquity Purchase Option Agreement )in accordance with the ExclusiveEquity Purchase Option Agreement, on condition that the amount ofthe purchase price for

11、the Equity Interests which Party A or itsdesignee has to pay to the Borrower shall exceed the principal oftheLoan due to thelegalrequirement orother reasons,to theextentpermitted by PRC laws, the Borrower shall pay all proceeds theyreceivedfrom the transferofthe equityback to PartyA or any personapp

12、ointed by Party A to pay off the loan under this agreement, andany amount in excess of the principal of the Loan shall be regarded as an interests of the loan or the capital use cost.。2欢迎下载精品文档6. Security. RepaymentoftheLoan shallbe secured by a pledgeofanyand all equity interest in Company as from

13、time to time held by theBorroweras setout inan equitypledgeagreement (the“EquityPledgeAgreement”) executed and delivered by the Borrower on the even dateherewith .TheBorrowershallexecuteand deliversuch furtherdocuments and instrumentsand shall takesuch other further actionsas maybe requiredor approp

14、riateto carryout theintentand purposesof this Article6.The Borrowershallnotdisposeany of theirequityinterests in Company as set out in the Equity Pledge Agreement inany manner withoutthepriorconsentofParty A, notwithstandinganycontradictingprovisionsinanyotheragreementsbetweentheBorrower and Party A

15、.7. Event of Default and Remedies. Any one of the following occurrencesshall constitute an“Event of Default ”under this Agreement:(a) The Borrower fails to repay the Loan hereunder when due in accordance with this Agreement;(b) The Borrower becomes insolvent or bankrupt, commits any act of bankruptc

16、y, generally fails to pay its debts as it become due, becomes the subject of any proceedings or actions of anyregulatory agency or any court, or makes an assignment for the benefit of its creditors, or enters into any agreement for the composition, extension, or readjustment of all or substantially

17、all of her obligations;(c)The Borrower failsto comply with any covenant containedin thisAgreement and does not cure such failurewithinfifteen(15) daysafter receiving written notice thereof; or(d) an event of default occurs under the Equity Pledge Agreement.Upon the occurrence of any Event of Default

18、 hereunder, the entire or part of the Loan shall, at the sole option of Party A andwithout notice or demand of anykind to the Borrower or any otherperson, immediately become due and payable, and Party A may pursueallremediesavailableunderthisAgreement,theEquityPledgeAgreement, and as available under

19、 law including but not limited to action against the pledged equity and seeking immediate repayment of the Loan in cash or, at Party A' s sole discretion, in any otherform or manner in accordance with Article 3 above. Without prejudice to the rights of Party A under the immediately preceding sen

20、tence,。3欢迎下载精品文档the Borrower undertakes to indemnify Party A against any actions, charges, claims, costs, damages, demands, expenses, liabilities,losses and proceedings which Party A may sustain or incur as a consequence of the occurrence of any Event of Default hereunder.8.PartyA'sRights.No sin

21、gleorpartialexerciseofany powerhereunderor underthe Equity PledgeAgreement shall precludeotheror further exercises thereof or the exercise of any other powergranted hereunder or under the EquityPledge Agreement. PartyA shallat all times have the right to proceed against any portion of thesecurityfor

22、thisAgreement in such orderand insuch manner as PartyA may consider appropriate, withoutwaiving any rightswith respectto any of the security. Any delay or omission on the part of PartyAinexercisingany righthereunderorundertheEquityPledgeAgreement shallnotoperateas a waiverof such right,or ofany othe

23、rright under this Agreement or the Equity Pledge Agreement.9.Successors.ThisAgreement shallinuretothebenefitof Party A anditssuccessors and assigns.The obligationsofthe Borrowerhereunderor under the Equity Pledge Agreement shall not be assignable.10.ConflictingAgreements. In the event of any inconsi

24、stenciesbetweenthe terms of this Agreement and the terms of any other documentrelated to the loan evidenced by the Agreement, the terms of thisAgreement shall prevail provided, however, that nothing in thisAgreement is meant to supercede or limit any of the rights of PartyA under any restricted shar

25、e purchase option agreement, or similar agreement including, but not limited to, rights of repurchase in favor of Party A.11. Severability. Any provision of this Agreement which is invalid,illegalor unenforceableinanyjurisdictionshall,asto thatjurisdiction,be ineffectivetotheextentof suchinvalidity,illegality or unenforceability, without affecting in any way theremaining provisions hereof in such jurisdiction or rendering thator any other provision of this Agreement invalid, illegality orunenforceablein any otherjurisdiction.The Partiesshall,throughfairlyconsultation,make reasonab