Amendment to Framework Agreement (Reference Translation)
Exhibit
10.1
Summary
Translation
Amendment
to Framework Agreement (Reference Translation)
Party
A: Binzhou Broadcasting and Television Network Co., Ltd.
Party
B: Jinan Youxiantong Network Technology Co., Ltd.
As
for:
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1.
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Party
A and Party B has entered into <Framework Agreement> and
<Amendment to Framework Agreement> on August 2007, party A has then
entered into <Asset Transfer Agreement> with Binzhou Broadcasting
and Television Information Network Co.,
Ltd.;
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2.
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Until
Jan. 31st
2009, party B has provided loan in the total amount of 82 million RMB,
still unable to fulfill the consideration obligations set forth in article
4.2 of <Framework Agreement> and to provide loan in accordance with
asset transfer schedule set forth in <Asset Transfer
Agreement>;
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3.
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Party
A understands the challenges that party B is facing to fulfill its
consideration obligations. After discussions, party A and party
B agrees to settle the remaining payment and relevant issues based upon
the following principles:
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The terms
of the amendment to <Framework Agreement> are as follows:
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1.
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Party
B shall provide 10 million RMB to Binzhou Broadcasting and Television
Information Network Co., Ltd. prior to February 15, 2009. Such amount is
deemed as part of the loan that should been provided by party B according
to the consideration obligation set forth in <Framework
Agreement>. Party B shall provide the remaining amount of
consideration set forth in <Framework Agreement> in full amount by
no later than December 31st,
2009;
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2.
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If
party B, by December 31st
2009 still is not able to pay in full amount the loan obligation set forth
in <Framework Agreement>, then the economic benefit percentage of
both parties in Binzhou Broadcasting and Television Information Network
Co. Ltd. will be proportionally adjusted to reflect the actual fund
provided (including paid-in capital and loan and obligations triggered by
<Asset Transfer Agreement>) as of that date. Both parties
shall enjoy newly adjusted equity and economic benefits based upon such
calculation;
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3.
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If
situation in Article 2 of the Amendment shall occur, party A and party B
shall further discuss the continuity of existence and operation of Binzhou
Broadcasting and Television Information Network triggered by the failure
of Party B to fulfill its consideration obligation set forth in
<Framework Agreement> and its Amendments. Be whatever
agreement shall both parties come to on this issue, by that time, Binzhou
Broadcasting and Television Information Network Co. Ltd. must pay down the
asset payable amount to party A with cash amount in such
company.
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4.
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If
after discussions both parties agree to liquidate Binzhou Broadcasting and
Television Information Network, then both parties shall in the first place
authorize Binzhou Broadcasting and Television Information Network Co. Ltd.
at an agreed-upon price to transfer part of the network assets back to
party A, to serve the purpose of paying off asset payable to party A
triggered by <Asset Transfer Agreement>. The total amount
of asset to be transferred back to party A shall be equivalent to amount
payable to party A described in <Framework Agreement> and its
Amendments after deducting loan provided by party B as of December 31st,2009
and the cash pay backs set forth in Article 3 of this Amendment and the
pro-rata percentage decrease in party A’s asset contribution obligations
as result of party B’s failure to fulfill full amount of consideration set
forth in <Framework Agreement> and its
amendments;
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5.
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This
article is to further define the above-mentioned preferred amount of asset
to be transferred back to party A: to reflect the by proportion
asset transfer obligation of party A, such amount shall be re-calculated
to reflect the total amount of capital and loan provided by party B by
December 31st,
20009 to maintain the 40% and 60% economic benefit split in Binzhou
Broadcasting and Television Information Network Co.
Ltd.
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Binzhou
Broadcasting and Television Network Co., Ltd.
Signature:
Name: Mr.
Ying Bingming
Title:
Chairman
Date:
Feb. 11th,
2009
Company
Chop:
Jinan
Youxiantong Network Technology Co., Ltd.
Signature:
Name: Mr.
Pu Yue
Title:
Chairman
Date:
Feb. 11th,
2009
Company
Chop:
