EXHIBIT 4.37
EQUIPMENT LEASE AGREEMENT
Between
HANGZHOU BIANFENG NETWORKING TECHNOLOGY CO., LTD.
and
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
EQUIPMENT LEASING AGREEMENT
THIS EQUIPMENT LEASING AGREEMENT ("this Agreement") is entered into on this 28th
day of December, 2004 by and between Hangzhou Bianfeng Networking Technology
Co., Ltd. ("Bianfeng"), a company organized and existing under the laws of the
People's Republic of China (the "PRC"), and Shengqu Information Technology
(Shanghai) Co., Ltd. ("Shengqu"), a wholly foreign-owned enterprise organized
and existing under the laws of the PRC. Each of Bianfeng and Shengqu shall
hereinafter individually be referred to as a "Party" and collectively as the
"Parties".
1 DEFINITIONS
Unless this Agreement otherwise defines or the context otherwise requires, the
following terms shall have the meanings given to them below when used in this
Agreement:
1.1 "Term" shall mean the term of this Agreement as stated in Article 2.3
hereof.
1.2 "Equipment" shall mean the equipment leased by Shengqu to Bianfeng as
requested by Bianfeng from time to time. The specific description of each
piece of Equipment shall be set forth in a confirmation letter.
2 GENERAL TERMS
2.1 Shengqu hereby agrees to lease to Bianfeng, and Bianfeng hereby agrees to
rent from Shengqu, the Equipment pursuant to the terms and conditions of
this Agreement.
2.2 Unless otherwise agreed by Shengqu in writing, Bianfeng shall not rent any
Equipment from any third party.
2.3 This Agreement shall be effective upon execution hereof by the authorized
representatives of the Parties and shall remain effective for a period of
one (1) year.
2.4 The rent payable by Bianfeng to Shengqu under this Agreement shall be 4.2%
of the original value of the leased Equipment per month (the "Rent").
Bianfeng shall pay Rent to Shengqu on a quarterly basis.
3 RENT
3.1 In consideration of the use of Equipment by Bianfeng pursuant to this
Agreement and as long as this Agreement is not terminated by the Parties
hereto, Bianfeng shall pay Shengqu the Rent set forth in Section 2.4
hereof on a quarterly basis in accordance with Section 3.2, 3.3 and 3.4
below.
3.2 The Rent for each quarter shall be payable within thirty days of the last
day of such quarter.
3.3 The Rent shall be paid in the currency of RMB to a bank account opened
with a PRC bank by Shengqu (Shengqu shall provide Bianfeng with the
details of such account).
3.4 In the event that Bianfeng fails to pay the Rent to Shengqu on the due
date under this Agreement, Shengqu shall be entitled to press for payment
of the Rent payable by issuing a written notice to Bianfeng. Upon receipt
of such notice, Bianfeng shall thereafter pay Shengqu overdue interest on
the amount outstanding. The annual rate of such overdue interest shall be
the aggregate of (i) the annual interest rate for short term commercial
loans published on such due date by the People`s Bank of China, and (ii)
two percent (2%).
3.5 The Rent paid by Bianfeng to Shengqu under this Agreement shall be the
only amounts payable by Bianfeng with respect of the leasing of the
Equipment hereunder by Bianfeng. Unless otherwise expressly provided
herein, Bianfeng shall not be requested nor obliged to pay any other
amount to Shengqu with respect of Shengqu's leasing the Equipment to
Bianfeng or the performing of the obligations hereunder by Shengqu.
4 DELIVERY OF THE EQUIPMENTS
Upon request of Bianfeng, Shengqu shall deliver the Equipment, including all
documents necessary for the use of the Equipment, to Bianfeng in a timely
manner.
5 EXTENSION OF AGREEMENT
This Agreement shall remain effective during the term hereof, which will be
automatically renewed for another one (1) year upon expiration of each term
unless Shengqu notifies Bianfeng of its intention not to renew thirty (30) days
before the current term expires.
6 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the PRC.
7 EXECUTION
This Agreement shall become effective upon the execution hereof by the duly
authorised representative of each Party.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized signatories as of the day and year first
written above.
HANGZHOU BIANFENG NETWORKING TECHNOLOGY CO., LTD.
By: ________________________
Name: Tang Jun
Title: General Manager
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO. LTD.
By: _________________________
Name: Chen Tianqiao
Title: Board Chairman
