Amendment to Credit Agreement
Exhibit 10.1
English Translation
Amendment to Credit Agreement
This Amendment to Credit Agreement ( hereinafter referred to as “Supplemental Agreement”) is entered into by and among the parties below on September 1, 2017 in Beijing, People’s Republic of China:
| (1) | Ping An Bank Co., Ltd. Tianjin Pilot Free Trade Zone Branch, with its office located at 101, Gated 0, Xxxxx 0, Xxxxxx Xxxxxx, Xx. 000 Xxxx 0 Xxxxxx, Xxxxx (Xxxxxxx) Pilot Free Trade Xxxx (Xxxxxxx Xxxxxxx Xxxxxxxx Xxxx) and its legal representative (head of the branch) Wei Huisheng (hereinafter referred to as “Ping An Bank”); |
| (2) | Beijing Sohu New Media Information Technology Co., Ltd., with its office located at Xxxx 000, Xxxxx 0, Xxxx.xxx Xxxxxxxx Xxxxx, Xxxxxxxx 9, Xx. 0, Xxxxxxxxxxxx Xxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx and its legal representative Zhang Chaoyang (hereinafter referred to as “Sohu New Media”); |
| (3) | Fox Information Technology (Tianjin) Limited, with its office located at Xxxx 000-00, Xxxxx 0, Xxxxxx Xxxxxxxx X, Xxxxxxxxxxxxx Service Area of Nangang Industrial Zone, Tianjin Economic-Technological Development Area, Tianjin and its legal representative Xx Xxx (hereinafter referred to as “Fox Info”); |
| (4) | Tianjin Jinhu Culture Development Co., Ltd., with its office located at Xxxx 0000, Xxxxx 00, Xxxxxxxx X0, Xxxxx XXX-X Area, No. 79 First Avenue, Tianjin Economic-Technological Development Area, Tianjin, and its legal representative Xxxx Xxxxxxx (hereinafter referred to as “Tianjin Jinhu”, collectively, together with Sohu New Media and Fox Info, the “Borrowers” ); |
| (5) | Beijing Sohu New Momentum Information Technology Co., Ltd., with its office located at Xxxx 0000, Xxxxx 00, Xxxx.xxx Xxxxxxxx Xxxxx, Xxxxxxxx 9, Xx. 0, Xxxxxxxxxxxx Xxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx and its legal representative Xxxx Xxxxxxx (hereinafter referred to as “Sohu New Momentum”); |
| (6) | Beijing Sohu New Era Information Technology Co., Ltd., with its office located at Floor 15, Xxxx.xxx Internet Plaza, Building 9, Xx. 0, Xxxxxxxxxxxx Xxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx and its legal representative Zhang Chaoyang (hereinafter referred to as “Sohu New Era”); |
| (7) | Xxxx.xxx (Game) Limited, with is registered address at X.X.Xxx 31119 Grand Pavilion, Hibiscus Way, 000 Xxxx Xxx Xxxx, Xxxxx Xxxxxx, XX0-0000 Cayman Islands (hereinafter referred to as “Sohu Game”); |
| (8) | Xxxx.xxx Inc, with its registered address located at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of New Castle, Delaware, USA (hereinafter referred to as “Sohu Inc”). |
They are referred collectively as the “Parties” and individually a “Party”.
WHEREAS,
| 1. | Ping An Bank and Sohu New Media executed a Loan Agreement, numbered Ping Yin Xx Xx Xxx Xxx Zi 20170512 No. 001, on May 19, 2017 (hereinafter referred to as the “Loan Agreement”); |
| 2. | Ping An Bank and Sohu Inc executed a Strategic Cooperation Agreement, numbered Yin Xx Xx Xxx Xxxx Zi 20170512 No. 001, on May 19, 2017 (hereinafter referred to as the “Strategic Cooperation Agreement”); |
| 3. | Ping An Bank and Fox Info executed a General Credit Limit Agreement, numbered Ping Yin Xx Xx Xxx Xxxx Zi 20170512 No. 001, on May 19, 2017 (hereinafter referred to as the “Credit Agreement of Fox Info”); |
| 4. | Ping An Bank and Tianjin Jinhu executed a General Credit Limit Agreement, numbered Ping Yin Xx Xx Xxx Xxxx Zi 20170512 No. 003, on May 19, 2017 (hereinafter referred to as the “Credit Agreement of Tianjin Jinhu”); |
| 5. | Ping An Bank and Sohu New Media executed a General Credit Limit Agreement, numbered Ping Yin Xx Xx Xxx Xxxx Zi 20170512 No. 002, on May 19, 2017 (hereinafter referred to as the “Credit Agreement of Sohu New Media”, collectively, together with Credit Agreement of Fox Info and Credit Agreement of Jinhu, the “Credit Agreements”); |
| 6. | Ping An Bank and Sohu Game executed a maximum amount guaranty agreement, numbered Ping Yin Xx Xx Xxx X Xxx Zi 20170512 No. 001, on May 19, 2017 (hereinafter referred to as the “Maximum Amount Guaranty Agreement”); |
| 7. | Ping An Bank and Sohu Inc executed a Commitment Letter, numbered Yin Xx Xx Xxx Xxxxx Zi 20170512 No. 001, on May 19, 2017 (hereinafter referred to as the “Commitment Letter”); |
| 8. | Ping An Bank and Sohu New Momentum executed an Asset Pledge Agreement, numbered Ping Yin Hu Yi Wen E Di Zi 20170512 No. 003, on May 19, 2017 (hereinafter referred to as the “Asset Pledge Agreement of Sohu New Momentum”); |
| 9. | Ping An Bank and Sohu New Media executed an Asset Pledge Agreement, numbered Ping Yin Hu Yi Wen E Di Zi 20170512 No. 001, on May 19, 2017 (hereinafter referred to as the “Asset Pledge Agreement of Sohu New Media”); |
| 10. | Ping An Bank and Sohu New Era executed an Asset Pledge Agreement, numbered Ping Yin Hu Yi Wen E Di Zi 20170512 No. 002, on May 19, 2017 (hereinafter referred to as the “Asset Pledge Agreement of Sohu New Era”, collectively, together with Asset Pledge Agreement of Sohu New Momentum, Asset Pledge Agreement of Sohu New Media, Maximum Amount Guaranty Agreement, Credit Agreement of Sohu New Media, Credit Agreement of Tianjin Jinhu, Credit Agreement of Fox Info, Strategic Cooperation Agreement, Loan Agreement, and Commitment Letter, the “Transaction Documents”); |
| 11. | Ping An Bank has granted a loan of XXX 000 xxxxxxx xxxx xx Xxxx Xxx Xxxxx under the Loan Agreement and gone through the formalities for pledge registration of Building 9 of Xxxx.xxx Internet Plaza located at, Xx 0, Xxxxxxxxxxxx Xxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx (hereinafter referred to as “Pledge of Xxxx.xxx Internet Plaza”). |
| 12. | In order to the meet the need of business development, the Parties agree to make adjustments to the Transaction Documents. |
NOW, THEREFORE, the Parties, upon friendly negotiations, hereby agree as follows:
| Article 1 | Ping An Bank and Sohu New Momentum mutually agree to rescind the Asset Pledge Agreement of Sohu New Momentum and acknowledge that neither Ping An Bank nor Sohu New Momentum have failed to perform obligations or there was any default event under the Asset Pledge Agreement of Sohu New Momentum. As from the execution date of this Agreement, Sohu New Momentum will not be bound by the Asset Pledge Agreement of Sohu New Momentum and can decide on possession, leasing, or pledge of the collaterals under such Agreement at its own discretion. | |
| Article 2 | Ping An Bank and Sohu New Media mutually agree that the list of collateral set forth in Annex I hereof shall supersede the list of collateral in Annex I of the Asset Pledge Agreement of Sohu New Media. Both Parties agree and acknowledge that, as from the execution date of the Asset Pledge Agreement of Sohu New Media, such Agreement will not cover other collateral except for those stated in the list of collateral set forth in Annex I hereof. Sohu New Media has the right to decide to possess, use, lease, or pledge the land use right and property ownership of the real estates located at Rooms -205, -101, 201, 901, 1001, 1101, 1201, 1301, 1401, and 1501, Building 3, Xx. 0, Xxxxxxxxx Xxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx. | |
| Article 3 | Ping An Bank and the Borrowers mutually agree that the aggregate line of credit of the Borrowers under the Credit Agreements shall not be more than XXX 000 xxxxxxx xxxx (XXX six hundred million yuan in words). | |
| If, however, during the term of the credit, Xxxxxxxx.xxx Limited (NASDAQ: CYOU) pays dividends and Sohu Inc. has its dividend received flow de facto inside Sohu Group, Ping An Bank and the Borrowers mutually agree that, as from the date when Sohu Inc. has the dividend flow de facto, the aggregate line of credit of the Borrowers under the Credit Agreements will be adjusted to XXX 000 xxxxxxx xxxx (XXX eight hundred million yuan in words). | ||
| In respect of the specific credit business within the aforesaid line of credit, the Borrowers shall submit written application to Ping An Bank drawdown by drawdown in accordance with applicable Credit Agreements and the Borrowers shall otherwise execute corresponding credit agreement for each drawdown according to the nature of the business. | ||
| The aforesaid line of credit may be initiated only when the following conditions are met concurrently: | ||
| The Borrowers open special accounts for repayment fund with Ping An Bank, and deposit sales incomes into such accounts. The daily amount of account statement for each quarter shall not be less than 40% of the line of credit granted by Ping An Bank. | ||
| Article 4 | Ping An Bank and Sohu Game mutually agree to adjust the limit of guaranty under the Maximum Amount Guaranty Agreement in accordance with the agreements made in this Supplemental Agreement, that is, the maximum amount (balance) of the principal of the secured liability will be adjusted to (equivalent to) RMB six hundred million yuan only (in words) and will be subject to the adjustment of Article 3 Para. 2. | |
| Article 5 | Ping An Bank and Sohu New Media agree to adjust the limit of the principal creditor’s right under the Asset Pledge Agreement of Sohu New Media in accordance with the agreements made in this Supplemental Agreement, that is, the maximum amount (balance) of the principal of the liability secured will be adjusted to (equivalent to) RMB six hundred million yuan only (in words) and will be subject to the adjustment of Article 3 Para. 2. | |
| Article 6 | Ping An Bank and Sohu New Era agree to adjust the limit of the principal creditor’s right secured under the Asset Pledge Agreement of Sohu New Era in accordance with the agreements made in this Supplemental Agreement, that is, the maximum amount (balance) of the principal of the liability secured will be adjusted to (equivalent to) RMB six hundred million yuan only (in words) and will be subject to the adjustment of Article 3 Para. 2. | |
| Article 7 | Ping An Bank and Sohu Inc. agree that, in consideration of the amendments to the Transaction Documents made in this Supplemental Agreement, performance of the Commitment Letter shall conform to and be bound by this Supplemental Agreement, and Sohu Inc. will only assume its obligations under the Commitment Letter within the aggregate line of credit of not more than XXX 000 xxxxxxx xxxx (XXX six hundred million yuan in words) as agreed in Article 3 of this Supplemental Agreement and will be subject to the adjustment of Article 3 Para. 2. | |
| Article 8 | The Parties agree that, adjustments to the Transaction Documents and the collateral thereunder in accordance with this Supplemental Agreement do not constitute any breach of the Transaction Documents. | |
| Article 9 | Where there is any conflict between the Transaction Documents and this Supplemental Agreement, the latter shall prevail. With respect to matters not covered herein, Transaction Documents shall apply. | |
| Article 10 | This Supplemental Agreement is made in quadruplicate and will come into force upon valid execution by the Parties. | |
[The remainder of this page is intentionally left blank for signature.]
[This page is intentionally left blank and serves as the signature page of this Supplemental Agreement.]
| Ping An Bank Co., Ltd. Tianjin Pilot Free Trade Zone Branch (seal) | Beijing Sohu New Media Information Technology Co., Ltd. (seal) | |||
| Authorized Representative: | Authorized Representative: | |||
| /s/ Xxxx Xx |
/s/ Xxxxxxx Xxxxx | |||
| Fox Information Technology (Tianjin) Limited (seal) | Tianjin Jinhu Culture Development Co., Ltd. (seal) | |||
| Authorized Representative: | Authorized Representative: | |||
| /s/ Xxx Xx |
/s/ Xxxxx Xxxx | |||
| Beijing Sohu New Momentum Information Technology Co., Ltd. (seal) | Beijing Sohu New Era Information Technology Co., Ltd. (seal) | |||
| Authorized Representative: | Authorized Representative: | |||
| /s/ Xxxxx Xxxx |
/s/ Xxxxxxx Xxxxx | |||
| Xxxx.xxx (Game) Limited | Xxxx.xxx Inc | |||
| Authorized Representative: | Authorized Representative: | |||
| /s/ Xxxxxxx Xxxxx |
/s/ Xxxxxx Lv | |||
Annex I:
List of Collateral
| Collateral Description, quantity, and quality condition | Collateral:
Xxxx 000 and whole floors of Floors 9, 11, 12, and 13 of Building 9 located at Xx. 0, Xxxxxxxxxxxx Xxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx.
Description: land use right and property ownership of the real estate
Total area of the land use right: 2,866.46 m2
Total building area of the property ownership: 11,679.19 m2
Where:
Room 802:
• Area of land use right: 299.66 m2
• Building area of the property ownership: 1,220.92 m2
Floor 9:
• Area of land use right: 639.37 m2
• Building area of the property ownership: 2,605.08 m2
Floor 11:
• Area of land use right: 641.44 m2
• Building area of the property ownership: 2,613.51 m2
Floor 12:
• Area of land use right: 642.48 m2
• Building area of the property ownership: 2,617.73 m2
Floor 13:
• Area of land use right: 643.51 m2
• Building area of the property ownership: 2,621.95 m2
Condition: good |
| Ownership of the collateral or the ownership of the use right of the collateral and property ownership certificates and their numbers | Collateral:
Room 802:
• Property ownership certificate: Xxxx Xxxx Xxxx Xxxxx Shi Hai Gang Ao Tai Zi No. 4840002
• Land use right certificate: Xxxx Xxx Hai Gang Ao Tai Xxx Xxxx (2007 Xxx) No. 6016656
Floor 9:
• Property ownership certificate: X Xxxx Xxxx Xxxx Xxxxx Hai Zi No. 382489
• Land use right certificate: Jing Hai Qi Xxx Xxxx (2013 Chu) No. 0700531
Floor 11:
• Property ownership certificate: Xxxx Xxxx Xxxx Xxxxx Shi Hai Gang Ao Tai Zi No. 4840005
• Land use right certificate: Xxxx Xxx Hai Gang Ao Tai Xxx Xxxx (2007 Xxx) No. 6016655
Floor 12:
• Property ownership certificate: Xxxx Xxxx Xxxx Xxxxx Shi Hai Gang Ao Tai Zi No. 4840006
• Land use right certificate: Xxxx Xxx Hai Gang Ao Tai Xxx Xxxx (2007 Xxx) No. 6016654
Floor 13:
• Property ownership certificate: Xxxx Xxxx Xxxx Xxxxx Shi Hai Gang Ao Tai Zi No. 4840007
• Land use right certificate: Xxxx Xxx Hai Gang Ao Tai Xxx Xxxx (2007 Xxx) No. 6016659 | |||||
| Location of the collateral | Room 802 and whole floors of Floors 9, 11, 12, and 13 of Building 9, Xx. 0, Xxxxxxxxxxxx Xxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx. | |||||
| Value of the collateral | RMB (currency) 680 million yuan | |||||
| Share of the xxxxxxx in the collateral | 100% | Name of other common proprietors (in the case of joint ownership) | N/A | |||
| Other conditions of the collateral | Lease. An area of 10,948.34 m2 is leased to Beijing Sogou Technology Development Inc. | |||||
| Remarks | ||||||
The xxxxxxx warrants that the representations above are true, accurate, and complete. Where the collateral becomes invalid or insufficient due to misrepresentation or material omission, which results in damages to the rights and interests of the principal creditor, the xxxxxxx is willing to assume several and joint liability for all debts of the debtor under the master agreement.
