Loan Agreement
Exhibit
10.73
Agreement
No.: (An Tong) Nong Xin Jie Zi 2010322 No.2
Lender:
Tongye Credit Association of Anyang Rural Credit Cooperation
Association
Borrower: Henan Shuncheng
Group Coal Coke Co., Ltd
In
accordance with the applicable state laws and regulations, this Agreement is
concluded through friendly consultation by both parties.
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1.
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Amount,
Use and Term of the Loan:
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1.1
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Currency,
Amount of the Loan (Written in Capital): RMB Thirty
Million.
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1.2
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Use
of the Loan: Purchase of raw
coal.
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1.3
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Term
of the Loan: From 2010-03-22 to
2011-03-22.
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1.4
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Where
there is any inconsistency between the amount, loan date, repayment date
stipulated in this Agreement and the stipulations on the Loan Note, the
Loan note shall prevail.
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2.
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Interest
Rate of the Loan, Method for Repayment of Loan and Default
Interest:
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2.1
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Interest
Rate: the applicable monthly interest rate is 8.85‰.
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2.2
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Repayment
of Principal
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2.2.1
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The
Borrower shall repay the principal of the Loan on schedule in accordance
with the Agreement.
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2.2.2
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The
Lender’s agreement is necessary if the Borrower can return the Loan ahead
of time. The interest applicable to the part of the Loan repaid ahead of
time shall be calculated by the rate of 8.85‰.
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2.3
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Interest
Settlement
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2.3.1
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The
interest on the loan hereunder shall be paid per month/quarter, and the
interest settlement date is the twentieth day of each month /end of the
month of each quarter. If payment for the last installment is not on the
settlement date, the interest shall be paid together with the
principal.
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2.3.2
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The
Lender is entitled to collect interest payable from any account opened by
the Borrower with the Lender if the Borrower doesn’t pay interest on
time.
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2.4
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Default
Interest
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2.4.1
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If
the Borrower fails to repay in accordance with the stipulated time herein,
the Lender may charge a default interest which is calculated by raising 50% on basis
of the interest rate specified in this
Agreement.
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2.4.2
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If
the Borrower fails to comply with the usage of the Loan stipulated herein,
the Lender may charge a default interest which is stipulated by raising 100% on the
basis of the interest rate specified in this
Agreement.
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3.
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Granting
of the Loan
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3.1
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Method
of granting the Loan
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3.1.1
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The
Lender shall put the Loan under this Agreement into the Borrower’s deposit
account with the Lender. The account number is:
;
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3.1.2
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The
Lender put the Loan under this Agreement into the bank card appointed by
the Borrower. The bank card number is: ________________
;
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3.1.3
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When
meets the relevant stipulations of the Lender, the Borrower may draw the
Loan under this Agreement in cash.
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3.2
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The
Lender is entitled to refuse to grant the Loan before all of the following
conditions are met:
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3.2.1
The
Borrower has settled the prescribed procedures as licensing, approval and
registration by relevant government sectors, as well as other procedures
required by the Lender.
3.2.2
The
Guaranty Agreement (Suretyship, Mortgage, Pledge) under this Agreement has
become effective.
3.2.3
The
operating and financial status of the Borrower has no significant adverse
changes.
3.2.4
The
Borrower has not breached this Agreement.
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4.
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Guaranty
of the Loan
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Guaranty
of the Loan is in the form of Suretyship
(Suretyship, Mortgage, Pledge). The Suretyship Agreement is an ancillary
Agreement of this Agreement and it shall be entered into by the parties
separately.
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5.
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Loan
Extension
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The
Borrower’s application for a loan extension shall be agreed by the Lender and
made to the Lender within 15 days before the expiration date of
repayment.
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6.
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Rights
and Obligations of the Lender
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6.1
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The
Lender is entitled to require the Borrower to repay principal and interest
of the Loan on schedule and pay relevant fees under this
Agreement.
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6.2
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The
Lender is entitled to require the Borrower to provide documents and
materials relevant to the Loan.
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6.3
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The
Lender is entitled to know, look up and ask for relevant materials and
documents about all kinds of operating and financial activities and
significant legal disputes of the Borrower (including but not limited to:
information about all the deposit banks, account numbers, amount of
deposit and amount of loan, bank reconciliation statements, loan notes or
loan cards of the Borrower; documents issued by the Borrower’s Board of
Shareholders, Board of Directors, Board of Supervisors, and documents,
announcements and official letters issued by the higher authorities or
authorities concerned; investments and holdings of the senior management
and legal representative, their full-time or part-time work inside or
outside the enterprise, exit or entry and other significant activities.
).
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6.4
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The
Lender is entitled to supervise the Borrower to use the Loan in accordance
with this Agreement.
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6.5
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The
Lender is entitled to draw the principal, interest, compound interest,
default interest and other fees payable by the Borrower according to this
Agreement from the Borrower’s account in any financial organization in
accordance with this Agreement or applicable laws and
regulations.
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6.6
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If
the amount the Borrower repays is not enough to repay the principal and
interest, the Lender is entitled to decide the priority to pay the
principle, interest, default interest, compound interest or other
fees.
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6.7
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The
Lender may implement credit sanctions to the Borrower if the latter evade
the supervision of the former, default to repay the principal and
interest, or has other activities severely breach the Agreement. The
Lender may also report the Borrower’s breach of Agreement to the relevant
authorities or departments as well as implement collection notice by news
media.
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6.8
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Grant
the Loan to the Borrower in accordance with this
Agreement.
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7.
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Rights
and Obligations of the Borrower
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7.1
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The
Borrower is entitled to obtain and use the Loan in accordance with the
provisions set forth in this
Agreement.
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7.2
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The
Borrower shall use the loan in accordance with the provisions set forth
herein.
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7.3
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The
Borrower shall repay the principal and interest to the Lender in full and
on time.
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7.4
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The
Borrower shall honestly offer documents and materials relevant to the Loan
and actively coordinate with and assist the Lender to check, investigate
and supervise the Borrower’s implementation of this Agreement, use of the
Loan, and producing, operating and financial
activities.
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7.5
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The
Borrower shall assume the fees under this Agreement, which including but
not limited to: survey fee, insurance premium, attorney’s fee, arbitration
fee, litigation cost and execution
fee.
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7.6
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The
Borrower shall honestly offer financial statements in time in accordance
with the Lender’s requirements, which including but not limited to:
balance sheet, income statement, cash flow statement, analysis of
financial conditions, audit report by CPA, and relevant supporting
statements and footnotes of financial
statements.
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7.7
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Without
the Lender’s written agreement, the Borrower cannot transfer all or part
of the rights and obligations under this Agreement to the third party,
cannot implement Agreementing or leasing management, merging and
acquiring, partial or whole shareholding reform, dividing or
joint-operation, joint-venture or cooperation, transferring the title of
property, capital/debt reorganization, establishing subsidiary company or
making equity investment outside the company, applying for termination of
business, cease of business, dissolution and bankruptcy,
etc..
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7.8
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Without
the Lender’s agreement, the Borrower cannot make significant changes of
its articles of association and scope of business, cannot sale, rent,
transfer or settle all or majority of its property by other methods, and
cannot make guaranty for the third party which may have significant
adverse effects on its financial status or the ability of implementing its
obligations under this Agreement.
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7.9
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The
Borrower shall inform the Lender of the significant change of its
residential address, correspondence address, contact, scope of business
and legal representative within 5 days after the change in written
form.
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7.10
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The
Borrower shall instantly inform the Lender of the events which constitute
danger to its normal operation or have significant adverse effects on the
implementation of its obligation of repayment under this Agreement
(including but not limited to: significant arbitration or litigation
events, compulsory execution, bankruptcy, deterioration in financial
status).
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8.
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Liability
for Breach of Agreement
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8.1
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The
Lender shall pay liquidated damage to the Borrower on the basis of the
amount of default and number of days extended when it fails to provide the
Borrower with the Loan in accordance with the date and amount specified in
this Agreement, other than the Lender’s default is caused by the Borrower.
And the liquidated damage shall be calculated in the same way of
calculating the loan interest at the same
period.
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8.2
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If
the Borrower violates the obligations under this Agreement, the Lender
shall have the right to request the Borrower to correct such breach within
a time limit, cease the loan, recover the loan in advance, declare that
the loan under other Agreement concluded between the Borrower and the
Lender is due immediately, or take other creditor’s rights preservation
measures.
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8.3
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If
any guarantor of the Loan violates its obligations specified in the
security Agreement, the Lender shall have the right to take measures such
as cease the loan, recover the loan in advance or other asset preservation
measures.
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9.
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Effectiveness
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This
Agreement shall come into force on the day when the parties all sign and stamp
the Agreement (if need mortgage and ledge registration, the Agreement shall
become effective from the day on which mortgage and ledge registration is
completed), and it shall terminate on the day on which all the principal,
interest, compound interest, default interest and other fees are settled
up.
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10.
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Settlement
of Disputes
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Any
disputes arising from the performance of this Agreement shall be settled through
friendly consultation by both parties, or otherwise settled according to the
second way as
follows:
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10.1
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Arbitration.
It shall be submitted to _________ Financial Arbitration
Commission for arbitration according to its applicable arbitration rules.
The arbitration award is final and binds the two
parties.
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10.2
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Litigation.
The court in the place of residence of the Lender shall have the
jurisdiction over the case.
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11.
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Others
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Settle interest by
month.
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12.
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Attachments
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12.1
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The
attachments are indivisible parts of this Agreement and have the same
legal effect with this Agreement.
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12.2
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Attachments
of this agreement include:
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Attachment
1:
Attachment
2:
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13.
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Supplementary
Articles
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13.1
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The
Loan Note is a part to this Agreement and it has the same legal effect
with this Agreement.
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13.2
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This
Agreement is made out in ____ copies; both the two parties hold one copy
with the same legal effect.
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14.
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Special
Reminder
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The
Borrower has made careful research on the provisions of this Agreement, and
understood the provisions correctly. The Lender has made explanation at the
Borrower’s requirement. The two parties who sign this Agreement have no dissents
to the meaning of this Agreement.
The
Lender: Tongye Credit Association of Anyang
Rural Credit Cooperation Association
(Seal)
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Legal
Representative/Person In Charge:
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(signature
and seal) /s/ Wang Xxx
Xxxx
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Date of
Agreement: March 22, 2010
Contracting
Place: Tongye Credit Association
of Anyang Rural Credit Cooperation Association
The Borrower: Henan Shuncheng
Group Coal Coke Co., Ltd
(Seal)
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Legal
Representative/Person In Charge/ Entrusted Agent:
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(signature
and seal) /s/ Wang
Xinshun
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Date of
Agreement: March 22, 2010
Contracting Place: Tongye Credit
Association of Anyang Rural Credit Cooperation Association
