EXHIBIT 10.9
LOAN AGREEMENT
This Loan Agreement (this "agreement") is entered into on 10/June, 2003, by and
among FOCUS MEDIA HOLDING LIMITED, a company organized under the laws of BVI
(the "Company") and Xxxxxx Xxxx, Xxxxxxx Xxxxx, Yuanzhe Fu, Xxxxxx Xxx, and Xxx
Xx (collectively, the "Incorporators").
RECITALS:
WHEREAS, the Incorporators have established a limited liability company
[CHINESE CHARACTER] under the laws of the People's Republic of China (the "PRC
Co."), in order to apply for and obtain a license to advertising business(the
"Business"); and WHEREAS, the Company and the Incorporators have agreed on
certain terms for the Company to provide funds in an amount up to RMB 10,000,000
equivalent US dollar (exchange rate: US$1=RMB8.00) as a loan(the "Loan") to the
Incorporators; and
WHEREAS, the Incorporators personally intend to be jointly and severally
liable to the Company for repayment of the loan, and the Incorporators also
intend to pledge all of their shares of the Company as additional security for
the Loan;
NOW, THEREFORE, in consideration of the sum of USD 1.00, the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
SECTION 1. FUNDING
1.1 From time to time following the signing of this Agreement, the
Incorporators may request in writing that the Company fund some or all of
the Loan by wire transfer.
SECTION 2. RESTRICTED USE OF FUNDING
2.1 The Incorporators shall be restricted to apply the funds from the Company
only for the following particular purposes and uses relating to the development
of the Business: purchase of office equipment and computer equipment, lease of
office space, employment of personnel, expenses directly associated with
applications for required licenses, payment of administrative, regulatory and
legal expenses, or other purposes as permitted in writing by the Company.
SECTION 3. PLEDGE
3.1 Each of the Incorporators hereby pledges all of the shares which shall be
issued to him/her or in which he/she shall have any beneficial interest,
regardless of when such
shares shall be issued, to the Company, as additional security to guarantee to
the Company the timely payment in full by the Incorporators of all amounts due
under this Agreement.
SECTION 4. DEFAULT
4.1 In the event that the Incorporators fail to fully perform or otherwise
breach or default under any of the provisions of this Agreement, then the
Company shall have the option, in its sole discretion, to terminate this
Agreement by a written notice to the Incorporators and, without prejudice to any
of its rights and interests under other legal remedies: to claim the pledged
shares, in which case the pledged shares shall be foreclosed and owned by the
Company. In such event, the Incorporators shall cooperate with the Company in
the foreclosure proceedings and shall sign any and all documents and instruments
that are necessary or advisable to implement the intent of this agreement, i.e.,
that the Company shall take possession and ownership of the pledged shares.
SECTION 5. NOTICES
5.1 All requests notices, approvals, consents or other communication to each
party of this Agreement shall be delivered to the following addresses:
The Company:
Focus Media Holding Limited
(Addr: [CHINESE CHARACTER] 369 [CHINESE CHARACTER] 28 [CHINESE
CHARACTER])
Attn:[CHINESE CHARACTER])
Incorporators:
Xxxxxx Xxxx
(Addr: [CHINESE CHARACTER] 444 [CHINESE CHARACTER] 14 [CHINESE
CHARACTER])
Nanchun Jing
(Addr: [CHINESE CHARACTER] 55 [CHINESE CHARACTER] 5 [CHINESE
CHARACTER])
Yunzhe Fu
(Addr: [CHINESE CHARACTER] 167 [CHINESE CHARACTER] 3 [CHINESE
CHARACTER])
Xxxxxx Xxx
(Addr: [CHINESE CHARACTER] 1091 [CHINESE CHARACTER] 20 [CHINESE
CHARACTER])
Xxx Xx
(Addr: [CHINESE CHARACTER] 209 [CHINESE CHARACTER] 23 [CHINESE
CHARACTER]
SECTION 6(pound)(R)GOVERNING AND MISCELLANEOUS
6.1 This Agreement shall be governed by and construed in accordance with
the laws of Hong Kong, and any disputes arising hereunder shall be submitted to
the
jurisdiction of the courts of Hong Kong. In the event of any litigation or
arbitration to collect amounts due under this Agreement, the Company shall be
entitled to recover its attorney's fees and costs. This Agreement supersedes all
pre-existing memoranda, letters of intent, and other understandings and
undertakings, written or oral, among the Company and the Incorporators. No
waiver of or amendment to this Agreement is effective unless made in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
THE COMPANY
FOCUS MEDIA HOLDING LIMITED
By: /s/ Xxx Xx
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Name: Xxx Xx
INCORPORATORS
Xxxxxx Xxxx
/s/ Xxxxxx Xxxx
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Xxxxxxx Xxxxx
/s/ Xxxxxxx Xxxxx
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Yuanzhe Fu
/s/ Yuanzhe Fu
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Xxxxxx Xxx
/s/ Xxxxxx Xxx
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Xxx Xx
/s/ Xxx Xx
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