Credit Facility Agreement
Exhibit
10.10
(English
Translation)
Contract
Number: (2006) Jie Zi No. 0154
The
Creditor: Shilibao Branch of Beijing Rural Commercial Bank Co., Ltd.
(hereinafter referred to as “Party A”)
Address:
East of Shilibao Government, Miyun County, Beijing
Postal
Code: 101500
Principal
Person: Xxxxxxx Xx
Telephone:
00000000
Fax:
00000000
The
Debtor: Beijing Green Foodstuff Co., Ltd. (hereinafter
referred to as “Party B”)
Address:
Technical Road, Industrial Development District, Miyun County, Beijing Postal
Code: 101500
Principal
Person: Xxxxxxx Xx
Telephone:
00000000
Fax:
00000000
Deposit
Bank: Shilibao Branch of Beijing Suburban Commercial Bank
Account
Number: 1206000103000005058
Credit
Card Number: 110100000469658901
This
contract is hereby concluded by and between Party A and Party B, on the
principle of equality, free will and good faith and through amicable
consultation in accordance with relevant laws and provisions of
China.
Article
1
Loan Classification
1.
Party A
agrees to provide short-term loan to Party B according to this
contract.
Article
2
Purpose of the Loan
2.
The
loan
under this contract is to be used for repaying
the loan of No. 3362 in 2005;
without
written approval of the Creditor, the Debtor may not use the loan for other
purposes.
Article
3
Amount and Term of the Loan
3.
The loan
amount herein is fourteen
million eight hundred and fifty thousand Yuan,
and
the currency is Renminbi
(RMB) .
1
4.
The
period of this loan is from September
28, 2006
to
September
27, 2007.
Before
the execution of the contract, if Party B needs to extend the loan period,
a
written application for extension shall be submitted to Party A at least 30
days
before expiration of the contract; Upon approval by Party A, the two parties
shall sign the Agreement for Term Extension.
Article
4
Calculation of Interest
5.
5.1
The
monthly interest of this loan is 7.65
‰
within
the contract period.
5.2
Once
the principal herein is put into Party A’s account according to the fixed time
in Subparagraph 6, Party A is regarded to have lent the money and Party B has
borrowed it. The interest calculation for this loan commences. On condition
that
the actual lending date is not consistent with the fixed date of the contract,
the date hereof can be determined in accordance with the date in the due xxxx
or
loan warrant. The due xxxx or loan warrant is part of this contract and is
provided with the same validity.
5.3
The
interest settlement date of each loan hereof is on
the
20th
of
the each quarter.
5.4
The
manner of interest accrual is monthly
interest (monthly
interest or quarterly interest or paying back the principal plus
interest).
5.5
In
the event that the Debtor fails to pay the interest on time, the compound
interest will accrue according to the original interest thereof. Moreover,
the
compound interest that is calculated according to the penalty interest if the
loan repaid is overdue.
5.6
In
case the loan repaid is overdue, an overdue penalty for 130%
of
the
overdue amount per day will be collected on the base of the interest stipulated
in Subparagraph 5.1.
5.7
During the loan term, in case the People’s Bank of China adjusts the loan
interest rate and manner of interest calculation, which is applicable to the
loan herein, Party A is not obliged to inform Party B and can conduct the
adjustments according to relevant provisions of People’s Bank of
China.
Article5
Draw-down
6.
Party
B
shall draw the loan:
· in
one
lump sum on September
28, 2006
·
for several times according to the
time and amount stipulated in Annex 2.
2
Article
6
Repayment of Loan
7.
7.1
Party
B shall repay the principal:
·
in one lump sum on the due
date
·
at the amount and on the date listed
in Annex 2.
7.2
Party
B shall prepare sufficient money for the payable interest and principal in
the
account opened by Party A before the stipulated interest settlement date and
interest payment date, or transfer the money from other accounts for repaying
the loan on the interest payment date herein. In the event that Party B fails
to
repay the loan, Party A is entitled to deduct the debt from the bank account
of
Party B at Party A’s branches or empower the branches of Party A to deduct the
debt from the bank account of Party B at Party A’s branches, including but not
limited to principal, interest, compound interest and penalty
interest.
7.3
Unless otherwise expressly provided for herein, the payment made by Party B
shall be used for repaying the interest at first and then for repaying the
principal within 90 days from the expiration; in case of exceeding 90 days,
repay the principal at first and then the interest.
7.4
In
the event that Party B is going to prepay the interest, a written notice shall
be sent to Party A; in case of prepaying the principal, Party B shall send
a
written application to Party A 10 working days in advance, and repay the
installment of or total principle if approved.
7.5
If
Party A approves Party B to prepay the installment of or total principal, Party
A will charge the interest from Party B according to the actual using days
and
the stipulated interest rates hereof, and Party B shall pay to Party A the
penalty calculated by the formula below:
Penalty=
prepayment amounts ×____ ‰0 ×
days
ahead
8.
8.1
If
Party B fails to use the loan in accordance with the stipulations set forth
in
this contract, or to repay the interest or principal on schedule, Party A shall
have the right to announce that all the loans are due, and draw back all the
granted loans ahead of schedule and cease to grant the loan.
8.2
During the term of the contract, if any deficiency or obligation dispute or
guaranty damage or ruins occur caused by Party B’s poor management, Party A can
cease to grant the loan and draw back part of or total loans ahead of
schedule.
8.3
In
case Party B provides any false balance sheet, income statement or refuse to
accept Party A’s supervision on the loan use, production, management and finical
activities, Party A can cease to grant the loan and draw back part of or total
loans ahead of schedule.
3
8.4
In
case Party B fails to implement or undertake any assumed obligation hereof,
Party A can cease to grant the loan and draw back part of or total loans ahead
of schedule, and is authorized to take corresponding measures.
Article
7
Guaranty
9.
In
order
to guarantee the loans herein can be liquidated; one or some guaranties are
taken hereunder:
·
Contract Number (2006) (Guarantee),
Number (0154) Guarantee
Contract
·
Contract Number
( )
(
), Number
(
)
·
Contract Number
(
)
(
), Number
(
)
Party
B
confirms herein, that Party A has rights to carry though each right listed
in
Guaranty hereof to indemnify Party A’s claims and give up any deraignment
against Party A’s choice above.
If
the
guaranties hereof become deteriorated to Party A’s claims for liability, Party A
shall have the right to request Party B to provide mortgage and pawn secured
for
this load under this contract.
Article
8
Rights and Obligations of Both Parties
10.
Party
B’s rights and obligations are as follows:
10.1
Drawing and using the loan according to the stipulated term set forth in the
contract.
10.2
Guaranteeing the loan use of answering for law, rules as well as administrative
regulations, and attaining the admission and authorization
concerned.
10.3
Providing Party A with the true and valid documents and materials in the process
of loan checkup.
10.4
Accepting the investigation and supervision on the loan use hereof from Party
A.
10.5
Providing active assistance and cooperation for Party A’s investigation and
supervision on production, management as well as financial status, and provide
Party A with financial statements of balance sheet, incoming statement and
statement of cash flow, moreover, be liable for the truth, completeness and
validity of the provided materials.
10.6
During the term of the contract, in case of off production, out of business,
business license’s revocation, commitment of crimes by the legal representative
or directors, production and business in difficulty, deterioration of financial
status and bankruptcy as well as any serious circumstances unfavorable to
implementing the repaying obligations, a written report should be submitted
to
Party A; Party B shall fulfill the liquidating of the debts and guaranties
in
accordance with Party A’s requirements of the contract..
4
10.7
In
the case of Party B’s amalgamation, separation, lease, assets alienation,
affiliation, investment, joint venture, capital reduction, shareholding
alteration and other alteration of credits and debts as well as activities
influencing Party A’s interests, a written form should be sent to Party A prior
to 30 days for approval and liquidate the liability as well as guaranties hereof
according to Party A’s requirements; or else, the activities above must not be
carried through before liquidating all the loans and interest
hereof.
10.8
During the term of contract, in case of Party B’s alteration on the industrial
and commercial registration items of the legal representative, location,
business scope, a written form should be submitted to Party A within 10days
after the alterations.
10.9
Before liquidating the principal and interest to Party A, Party B cannot provide
the guaranties that exceeds the self-burden capacity to others.
10.10
On
condition that Party B has to transfer the liability hereof to the third party,
he must gain the literal agreement from Party A.
10.11
Party B should undertake the expenses herein, including but not limited to
the
expenses used for notarization, appraisal, registration and
insurance.
10.12
For
loan guarantor, in case of off-production, out-of-business, registration
cancellation, business license’s revocation, bankruptcy, business deficiency,
part of and all the guarantee capacity loss, as well as value reduction or
being
damaged or ruined by damage on guaranty and pledge, Party B should inform Party
A in a written form in time and provide Party B with other mortgage and pawn
secured for the loan.
11.
Party
A’s Rights and obligations are as follows:
11.1Party
A has taken all necessary actions to authorize the execution of the
contract.
11.2
Party A shall grant the loans on schedule in accordance with the provisions
set
forth in the contract.
11.3
Party A is liable for securing the materials about liability, finance,
production and management (except otherwise herein or law
provided).
11.4
Party A has the right to directly deduct the payable principal, interest,
penalty interest, compound interest and other payable expenses from Party B’s
accounts at Party A’s or Party A’s branches.
5
11.5
In
the event that Party A has to transfer the liability hereof to the third party,
it can go without Party B’s approval but should inform Party B within 15 days
when the transfer contract for claims is signed.
16.
Party
A is entitled to notify Party B’s behaviors of escaping from supervision,
defaulting principals and interest to the relevant department or unit, and
to
proclaim it on the media for collecting the debt back.
Article
9
Liability for Breach of Contract
12.
12.1
After the contract takes effect, both parties should completely implement the
obligations hereof. Any nonperformance or improper performance of obligations
shall undertake the liability for breach of contract, if any
breach.
12.2
In
the event that Party B fails to repay the due principal and pay the interest
in
accordance with the agreed term of this contract, Party A is entitled to require
Party B to liquidate in a limited term, and ask for penalty interest and
compound interest in accordance with the stipulations herein.
12.3
In
the case of a lawsuit submitted by Party A due to Party B’s breach of contract,
Party B should undertake all the legal costs, counsel fees, travel charge as
well as other expenses for attaining the claims.
12.4
If
Party B has completely performed the contract, and Party A fails to provide
Party B with loans as stipulated, Party B has the right to claim for penalty
stipulated in Clause5.1 herein by right of breach amounts and actual overdue
days.
12.5
If
Party B fails to use the loan as stipulated, Party A is entitled to draw back
part of or total loans ahead of schedule, and cease to provide the rest loans.
Penalty interest and compound interest are calculated for those overdue
loans.
12.6
In
case of failure to implement the obligations listed in Clause 10.2, 10.3, 10.4,
10.5, 10.6, 10.7, 10.8 by Party B, some remedies must be taken within 10 days
after receiving Party A’s notification, otherwise, Party A has rights to draw
back part of or total loans ahead of schedule, and cease to provide the rest
loans. Penalty interest and compound interest are calculated for those overdue
loans.
Article
10 Execution of Contract
6
13.
The contract comes into force in the way hereunder:
·
It is signed and sealed officially by each
party’s legal representative (directors), or the agents thereof (the power of
attorney is regarded as an annex hereof).
·
It is signed and sealed officially by each
party’s legal representative (directors), or the agents thereof (the power of
attorney is regarded as an annex hereof), and takes effect after the guaranty
contract comes into force stipulated in Subparagraph 9.
Article
11 Amendment, Cancellation and Termination of Contract
14.
14.1
Once
the contract takes effect, unless there are additional stipulations, both
parties must not amend or cancel the contract ahead of schedule. In case it
is
necessary to amend or cancel the contract, consistent negotiations as well
as a
written agreement shall be reached.
14.2
The
contract is completely performed in accordance with the stipulations hereof
until the principal, interest, penalty interest, compound interest and penalty
as well as other related expenses are liquidated.
Article
12 Settlement of Disputes
15.
Any
dispute occurring between both parties about the contract can be settled through
amicable negotiation; in case the two parties fail to reach an agreement, any
party may submit the dispute to the court with jurisdiction where Party A is
located.
Article
13 Miscellaneous Provisions
16.
Other
special items will be listed hereunder:
None.
17.
There
are 2 originals of this contract, and each party will hold 1 original, which
is
equally valid.
18.
The
contract is signed in ShiliBao
Branch, Beijing Rural Commercial Bank
on
September
13, 2006.
Party A
has the introduction on the noticeable clauses.
Party
A (official seal) Shilibao Branch of Beijing Rural Commercial Bank Co.,
Ltd.
Representative
/s/ Yu Lian Jun
September
13, 2006
Party
B (official seal) Beijing Green Foodstuff Co., Ltd.
Legal
representative /s/ Li Lantao
September
13, 2006
7
Attachment
one: Manner for Party B to Draw-down
|
No.
|
Date
for Draw-down
|
Sum
(capitalized)
|
||
|
1
|
Sep.28th,
2006
|
14.85
million Yuan
|
8
