LOAN AGREEMENT
This Loan Agreement (this “Agreement”) dated _________, 2011, is made and entered into by and among (i) Milestone Online Travel Limited (the “Lender”), (ii) Hong Kong XX International Investment Co., Limited (香港XX国际投资有限公司), a company incorporated and existing under the laws of Hong Kong (the “Borrower”) and (iii)XX Tourism Holding (Group) Company Ltd. (XX旅业控股(集团)有限公司), a company incorporated and existing under the laws of the PRC (the “Guarantor”). The Lender, the Borrower and the Guarantor are referred to herein collectively as the “Parties” and individually as a “Party”.
WHEREAS, the Lender signed a Series A Preference Share Purcha Agreement with XX International Holding Co., Limited, a company incorporated and existing under the laws of Cayman Islands (“XX Holding”), which is going to be the sole shareholder of the Borrower, and other related parties on September 18, 2011 (“SPA”) to invest in the ries A financing of XX Holding (the “Series A Financing”) by acquiring ries A preference shares issued by XX Holding (“Series A Shares”)(except otherwi provided herein, all capitalized terms ud but not defined herein shall have the meaning ascribed to them in the SPA);
WHEREAS, the Borrower is in the process of establishing a wholly foreign owned enterpri in the PRC (“WFOE”), which will enter into a ries of Restructuring Agreements with XX Travel Internet Service Co., Ltd. (XX旅行网络服务有限公司)(“PRC Company”) and the incorporation of the WFOE and the execution of Restructuring Agreements are conditions precedent to the Initial Closing of the Series A Financing by the Lender;
ps分辨率WHEREAS, the Lender intends to lend [US$7,317,000] to the Borrower pursuant to the conditions and terms of this Agreement for the purpo of facilitating the incorporation of the WFOE (the “Loan”);
NOW, THEREFORE, in consideration of the premis t forth above, the mutual covenants and agreements t forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto hereby agree as follows:
SECTION 1 LOAN
1.1Loan. Subject to the terms and conditions of this Agreement, the Lender agrees to provide the Loan in an aggregate amount of [US$7,317,000] to the Borrower within ten (10) Business Days after the execution of this Agreement. “Business Day” shall mean any day other than a Saturday, Sunday 开班仪式讲话稿
or public holiday on which commercial banks are open for business in Hong Kong.
1.2Interest. The Loan shall bear no interest.
1.3Term. Subject to Sections 1.5 and 4.4, the term of the Loan (the “Term”) shall commence from the date of disburment of the Loan pursuant to this Agreement and shall end on the earlier of (i) three (3) months after the date of disburment of the Loan; or (ii) the date on which the Conditions to the Closing of the Investors as t forth in the SPA are fulfilled.
1.4Account and Receipt. Within ten (10) Business Days after the execution of this Agreement, the Lender shall wire the amount of the Loan in immediately available funds to the account t forth below (“Bank Account”). The Borrower shall provide the Lender with a written acknowledgement upon receipt of the Loan.
Bank Name: [The Hongkong and Shanghai Banking Corporation Limited, Hong Kong Branch]
Account Name: [ ]
Account Number: [ ]
Currency: [ ]
Swift code: [ ]
中国十大风景名胜1.5Conditions Precedent. The obligation of the Lender to provide the Loan to the Borrower contemplated in Section 1.1 herein shall be subject to the satisfaction of the following conditions, unless waived in writing by the Lender:
(a)Signatory of Bank Account. The authorized signatory of the Bank Account shall have been changed to Yunli Lou (Passport number: BA538978), who cannot be replaced without prior written connt of the Lender during the Term of the Loan.
(b)Reprentations and Warranties. All the reprentations and warranties made by the Borrower in Section 2.2 herein are true, complete, accurate and not misleading.
(c)Share Transfer of the Borrower. Relevant documents in respect of the share transfer from the existing shareholder of the Borrower to XX Holding, including the instrument of transfer and relevant resolutions of the Borrower, shall have been duly signed in a form satisfactory to the Lender.许昌美食
1.6Guarantee. The Guarantor guarantees that it is jointly responsible for the repayment of the Loan by the Borrower under this Agreement.
SECTION 2 REPRESENTATIONS AND WARRANTIES
射手女和水瓶男>高级词汇英语
2.1Reprentations and Warranties of the Lender. The Lender hereby makes the following reprentations and warranties to the Borrower as of the date of this Agreement:联通查询
(a)The Lender has the authority and power to execute, deliver and perform this Agreement; and
(b)This Agreement constitutes the Lender’s legal, valid and binding obligations enforceable in accordance with its terms.
2.2Reprentations and Warranties of the Borrower. The Borrower hereby makes the following reprentations and warranties to the Lender as of the date of this Agreement:
上市公司关联交易(a)The Borrower has the legal capacity to execute, deliver and perform this Agreement;
(b)This Agreement constitutes the Borrower’s legal, valid and binding obligations enforceable in accordance with its terms;
(c)The execution, delivery and performance by the Borrower of this Agreement does not and will not contravene, breach or violate (i) the terms of any agreement, document or instrument to which the B
orrower is a party or by which the Borrower’s asts or properties are bound or (ii) any applicable law;
(d)The Borrower is in good standing and in good financial status; there is no outstanding debt or liability of the Borrower except for this Loan;
(e)The Borrower has not taken any corporate action, nor have any other steps been taken or legal proceedings been started or threatened against it, for its insolvency, winding-up, dissolution or liquidation;
(f) No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have been started or threatened against the Borrower; and
(g) The Bank Account is the only bank account of the Borrower.
