EXHIBIT 10.27
Date March 6, 2003
LOAN AGREEMENT
PARTY A SHALL FOREMOST HAVE KNOWLEDGE TO THE FULL TEXT OF THE AGREEMENT AND HAVE
A SINGLE COPY FOR RECORD.
(SHOULD ANY QUESTIONS ARISE, PLEASE DO NOT SIGN ON THIS AGREEMENT.)
Received by: (sealed: Kid Castle Internet Technology Corporation)
Date: March 11, 2003
Item Medium-Term Loan A/C No. No.82166-7
Ratification No. No.1010013
Checked by: (seal) Prepared by: (seal)
Loan Agreement
(For Mortgage Car Loan Use Only)
This Loan Agreement is made by and between Party A: (affixed by Kid Castle
Internet Technology Corporation) and Party B: the MACOTO Bank. Party A and Joint
Guarantors (affixed by Wang, Kuo-An & Xxxx, Xx-En) (hereinafter referred to as
"Guarantors") provide Party B with a motor vehicle as the loan security under
this Agreement with respect to a loan application with the agreed sum of Two
Million New Taiwan Dollars. Both Parties and the Guarantors agree to abide by
the terms and conditions set forth hereinafter:
1. The debt incurred shall come in effect on (March 11,2003) and the
duration of this Agreement shall last for twenty-four months (i.e.,
commencing from March 11, 2003 to March 11, 2005).
2. The contracted amount shall be deposited in the amount of
(intentionally blank) of Party A opened in Party B's Bank with A/C No.
(intentionally blank) by Party B or made by either of the methods in
the following two Clauses appointed by Party A:
(A) A written cheque(s) of the Bank of Taiwan or of Bank of Party
B written in favor of the payee from Party B, as the drawer
(payee: (intentionally blank) ).
(B) A remittance (deposit) into the bank account with A/C No.
24509000383 in the United World Chinese Commercial Bank,
Hsintien Branch (Beneficiary Name: (intentionally blank) ).
3. The interests and deferred interests of the debt under this Agreement
shall be repaid according to the following Clause:
(A) Through calculating at a fixed interest rate of 10%
p.a, the deferred interests are in the same measure.
Upon any violation of the preceding provision of this
Agreement, the interest rate shall be calculated at the rate
of 5% p.a.
4. The repayment method of the principal and the interests of the debt
taken out on this Agreement shall be made according to the following
Clause:
(A) The principal and interests shall be paid monthly by
means of the annuity method, commencing from the date
of the debt incurred (i.e., once a month on an
installment basis for twenty four periods in total
with NT$92,290 per installment period).
Party B shall provide for Party A with the calculation method
and a repayment table of the principal and the interests of
the debt. In addition, Party B shall advise Party A of the
inquiry method upon Party A's request.
Upon a violation of the provision of Clause (A), Party A may
request for changing back to the repayment method according to
Clause (A) at any time.
In addition to the said repayment method, Party A may repay the
principal and interests in succession or in one lump sum prior to the
due date.
5. In the event Party A shall repay the principal and the interests in
succession or at a time prior to the expiration of the installment
term, a penalty equivalent to 2% of the total of the early
reimbursement for within six months of the debt term and such payment
equivalent to 1% of the total of early reimbursement for more than six
months shall be borne. The following conditions shall not be subject to
the limits or restrictions thereupon, in the event other regulations
shall apply, a prior notice shall be given to Party B (intentionally
blank) days in advance upon the end of the first year of the debt term,
or such repayment shall be at Party B's request.
6. Upon arrears of the principal or interests, Party A shall be liable for
a default penalty by calculating the principal from the date of loan
overdue and the interests from the due date of interests payable at the
deferred interest rate prescribed in said Article based on deferred
payments payable, and 10% interest rate shall also be imposed for the
first six months from the date of loan overdue. In the event that the
loan is more than six months overdue, a 20% interest rate shall be
imposed for each month of the second sixth months as the penalty for
the breach of this Agreement. (Party A and the Guarantors have full
knowledge and agree to this Article are hereby to sign and affix seal:
(sealed))
7. For convenience of the repayments of all debts under this Agreement
(including the principal, interests, deferred interests and default
penalties, etc.), Party B is hereby authorized to directly withdraw
money from A/C No. (intentionally blank) of Party A in the
(intentionally blank) account opened in the Bank of Party B for
the debt repayment purpose taking this Agreement as an authorization.
Such money withdrawal transferred by Party B shall not require any
withdrawal slip(s) or cheque(s) to be retrieved back from Party A
aftermath. In the event Party A shall confirm any error made during the
money transfer by Party B, Party B shall be responsible for such
correction(s). In the event the disposal amount is insufficient to
cover the said total compensation, it shall be borne by Party A at
once.
8. All debts under this Agreement refers to the Party A's debt affair with
Party B, including bills, loans, advance payments, guarantees, credit
card consumptions and all other related debts; further comprising the
interests, deferred interests, penalties for breach of contract, damage
compensation and all other expense incurred therefrom.
9. Upon the occurrence of one of the following situations, Party B need
not issue a prior notice or warning, and is able to reduce both the
contracted amount and the contracted period of term at any time, or
regard the debts to be full due:
(A) Principals of any of the debt to be unpaid according
to the Agreement;
(B) Applications for reconciliation or bankruptcy,
discharge of debts in accordance with the Bankruptcy
Law, non-acceptance announced by the Taiwan
Clearing-House;
(C) Failure to implement the duties of guarantee as
required;
(D) The heir to the declaration of limit or abandon the
heritage, by reason of Party A's death;
(E) Under the announcement of the confiscation of the
assets due to criminal act.
10. Upon the occurrence of one of the following situations regarding the
debt affairs Party A has with Party B, in the event any notice or
warning for improvement is given by Party B to Party A, Party B may
reduce the contracted amount or reduce the contracted period of term,
or regard the debts to be in full due:
(A) Interests of any of the debt unpaid according to the
Agreement;
(B) The confiscation, destruction, reduction in value, or
a deficit of the guaranteed object against debt
responsibility;
(C) The actual debt used by Party A is inconsistent with
the original purpose verified and approved by Party
B;
(D) Due to compulsory executions, provisional seizure,
provisional disposition and or other disposition of
Party A that causes the failure of reimbursement to
Party B;
(E) The cheques of Party A are bounced and such records
are not written off;
(F) Reserved cheques[CHINESE CHARACTER] for repayments
unable to be cashed in on due dates;
(G) Concrete evidence is found that the acquisition of
this debt by Party A is a result of false
report or statement, thereby causing the favorable
audit by Party B, or any violation of the provision
of this Agreement or bad credibility by Party A
(e.g., the real estate provided for the loan
application taken out as a second mortgage, etc.);
thereupon Party B deems it necessary to defend its
right to the debts.
11. The offset method is prescribed as follows,
(A) In the event Party A fails to repay the principal and
interests on schedules in accordance with this
Agreement or upon any occurrence of loss of right to
pay in installments prescribed in preceding Articles
9 or 10, Party B shall regard the debts to be full
due in accordance with this Agreement, regardless of
the nature or period of debt affairs; in addition,
Party B shall have the right to directly compensate
and offset all debts and all creditor's right of
Party B from various savings (cheque account(s) of
Party A shall be dealt in accordance with Clause (B)
of this Article) in Party B's Bank held by Party A
and Guarantors, excepting for other agreements or
prohibitions by laws and decrees or by both Parties.
(B) Party A and the Guarantors have full knowledge and
agree that the checking account transactions contract
held with Party B, in the event the breach of
contracts or agreement made between Party A and Party
B, Party B thereby shall regard the debts to be fully
due; once such condition is released, the contract of
checking account transactions lost its effectiveness
thereupon. Party B shall use the remaining savings in
the checking account to make up and pay off the debts
from Party A to Party B. In the event Party A and the
Guarantors have other object(s) held by Party B,
Party B have the right on the claim to a lien or an
compensation.
(C) Implementation of the preceding Clauses to compensate
the debts implies the effectiveness of debt
cancellation upon compensating of debts from the bank
accounts. At the same time, the deposit receipts,
bankbooks, cheques, or any other vouchers, issued by
Party B to Party A, loses their effectiveness within
the range of the above-mentioned offsets. In the
event the cash amount from the settlement of the
guaranteed object is insufficient for the
compensation of the debts, the law shall in turn
handle it.
12. In the event that Party A fails to repay the principal interest on time
in accordance to the Agreement or upon the occurrence of the loss of
right of paying in installments as described in Article 9 or 10, Party
B shall regard it as a due debt in accordance to the Agreement
regardless to the nature of the debt affair. Party B shall have the
mortgage rights of the Agreement as well as various documents of the
Party A partially or wholly preserved by Party B to a third party at
any time. In the event that the transference or the mortgage of the
obligatory right requires both the cooperation of Party A and the
Guarantor, Party A and the Guarantors shall proceed pertaining to the
demand upon receiving a notice from Party B without any objection.
13. In the event the cheques, bills and written acknowledgement of
indebtedness that have already been affixed, endorsed or cashed in by
Party A has been destroyed due to unforeseeable circumstances, or has
been subjected to forgery, Party B shall not be deemed as liable upon
the identification of errors in the documents through the verification
with the original copies held by Party A. Party B shall always have
more than one copy of the original documents. Party B shall always make
reasonable due effort to pay all the due debts when they are due;
including any expenses, penalties and interests incurred and shall bear
responsibilities once a delay in paying off of debt occurred. Party B
shall always supply the due bills, loan certificates, etc, prior to the
expiry date of the Agreement.
14. The Guarantors involved shall make verification that Party B is able to
request payment from the Guarantors without compensation on the debts
of the bond.
15. In the event the residential or the business address of either Party A,
B and the Guarantors have been changed, Party A, B and the Guarantor
should deliver a written notices or any message deliverance method
agreed by the involving parties. Should either of the party failed to
inform any other involving parties of such changes, a failure of
deliverance of any relating documents, regardless of it being received
by the intended receiver or not, will be regarded as received, which
could cause interference in the involving parties concerned.
16. Any individual who holds Party A's bond receipts, certificate of
possession provided by Party B and the original seals of Party A is
seen as the agent of Party A, and upon presentation to Party B, for
retrieval or replacement. Party B shall vehemently agree.
17. The Guarantors, along with Party A, shall be jointly held liable to all
debt affair incurred in the middle of the Agreement in accordance with
Article 272 of the Civil Laws.
18. In the event that Party A and the Guarantors violated any provisions of
the Agreement, Party A
and the Guarantors shall bore all the charges, including the attorney's
fee and necessary expenses incurred by Party B, upon court action
intervention resulting in lawsuits. Party A and the Guarantors are only
exempted if Party B failed in the lawsuit.
19. Upon the total payment of the debt of Party A by the Guarantors, the
rights to the possession of the bonds shall be passed to the Guarantors
by the order of the law. In such cases, Party A may not have any
objections.
20. The guaranteed object provided by Party A shall be obligated to Party B
as the mortgagee. In addition, Party A shall claim for adding special
article(s) for such mortgage on an insurance policy, acquire
appropriate fire insurance or other insurance packages requested by
Party B (e.g., credit insurance, etc.). Shall Party A delay in such
insurance applications, Party B shall insure the said insurance on
behalf of Party A. All advanced premiums incurred therefrom, shall be
borne by Party A and reimbursed to Party B at once. Party B shall not
bear the liability for such insurance and premiums. In the event when
the guaranteed object is damaged and that related insurance companies
shall reject or delay to compensate or cut short of the reimbursement
by any reasons, Party A shall be liable for immediate repayment of the
principal and interests of the debts, deferred interests, default
penalties and all kinds of expenses incurred, or provide another
guaranteed object, which is approved by Party B, without delay or using
the incident of the accidental loss or damage as an excuse in avoiding
responsibilities.
21. In the event Party B decided that the Guarantors has a credibility
problem based on a concrete evidence (or upon any occurrence of Party
A's loss of right to pay in installments prescribed in preceding
Articles 9 or 10) and deemed that it be necessary to add or replace the
Guarantors, a written notice should be written to Party A. The
Guarantor may be relieved of his/her duty either partially or wholly
once a new guarantor has been found and has signed on the Guarantor's
Agreement or upon mutual agreement with other guarantors. However,
should the new guarantor who has undertaken the contract be not
responsible and has credibility problem, he/she should still be liable
for the responsibilities to pay off all the debt of Party A prior to
replacement. Only upon payment of all debts or through replacement can
a guarantor be relieved of his duties and responsibilities.
22. Prior to the due payment of debts, should Party A think it be necessary
to extend the payment date or pay the debt through installment, a
written notice should immediately be submitted to the Guarantors. Upon
receipt of the notice, the Guarantors shall agree to continue the
agreed duty as mentioned in this Agreement.
23. The Guarantors agrees that whoever right of claims (within the limits
of the succeeding original rights of Party B) and rights of subrogation
obtained through partial repayment of debts of Party A shall be
secondary to the Party B's right of residual claim.
24. In the event that Party A fails to perform the stated responsibilities
in this Agreement, the Guarantors or any third party may take on the
repayment of debts on the behalf of Party A.
Should such cases arise, Party A shall make an agreement that Party B
has provided mortgaged vehicle certificates and the related data of the
Guarantors or the third party who may take the place of Party A, i.e.,
the right of subrogation, repayment of debts. Party A shall not have
any objections.
25. Party A and the Guarantors authorize Party B hereby to record the date
of the debt incurred on this Agreement; in addition, in the event of
any occurrence of loss of right to pay in installments prescribed in
preceding Articles 9 or 10, Party B shall fill out the due date(s) on
another attached cheque(s) and shall be exempted from the notification
liability in accordance with Article 89 of the Code of Negotiable
Instrument, with the current Agreement as the certificate of
empowerment. Party A and the Guarantors shall not have any objections.
26. In witness whereof, both Parties have hereunto made this Agreement in
two copies, each Party shall hold an original copy and each Guarantor
shall hold one duplicate copy of the Agreement for record.
27. In case of any disputes arising from this Agreement, both Parties agree
that the case shall be subjected to the jurisdiction of Taipei District
Court / Panchiao District Court as the court of first instance. The
above occurrence may however be applicable to the consumer and the
small claim court in accordance with Article 47 of the Consumer
Protection Law or Article 436-9 of the Code of Civil Procedure.
28. Party A and the Guarantors shall agree for Party B to provide the
dealing data between both Parties and the Guarantors to the Bank and
Joint Credit Information Center. In the event that such dealing data
provided by Party B contains incorrect data, Party B shall voluntarily
correct and restore the data.
Party B shall utilize the individual information provided by Party A
and the Guarantors within the range of performing the objectives of
this Agreement.
Party B shall deal with the preceding personal information by computer
process in accordance with the "Law of Protection of Personal
Information Process by Computer" and related regulations.
29. Party B shall commission an agency to perform receivables on demand in
the event of Party A's failure to repay the principal and the interests
on schedules in accordance with this Agreement or upon any occurrence
of loss of right to pay in installments prescribed in Articles 2 or 3
of "Other Agreed Clauses".
30. In the event shall Party A holds further inquiries about this
Agreement, Party A may directly contact the customer service
information of Party B at:
Tel: 00-0000-0000
Website: xxxx://xxx.xxxxxxxxxx.xxx.xx)
Party A and the Guarantors have full knowledge of and agree with the
entire content of this Agreement on March 6, 2003, with signature and
seal:
(The signatures and seals of the Borrower and the respective Guarantor(s) are
attached on the reverse page)
(continued on the reverse page)
SIGNATURES AND SEALS OF PARTY A AND JOINT GUARANTORS GUARANTIES CONFIRMED
OR VERIFIED BY (SEALS)
--------------------------------------------------------------------- ---------------------
Kid Castle Internet Technologies Corporation (sealed)
Date: March 6, 2003
Location: 0xx Xxxxx, 00 Xxxx Xxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxx Xxxxxx
Wang, Kuo-An (sealed)
Date: March 6, 2003
Location: (same as above)
Xxxx, Xx-En (sealed)
Date: March 6, 2003
Location: (same as above)
(Intentionally blank) (Intentionally Blank)
Date: (Intentionally blank)
Location: (Intentionally blank)
(Intentionally blank) (Intentionally Blank)
Date: (Intentionally blank)
Location: (Intentionally blank)
This Agreement is made by Kid Castle Internet Technologies Corporation
Party A (the Borrower) : Wang, Kuo-An
Business Uniform No. : 70676630
Address : 0xx xxxxx, 000 Xxxxx Xxx Xxxx, Xxxxxxxx Xxxx
Party B (the Claimant) : MOCOTO BANK
The Chairman : Lin, Xxxxx-Xx
Right Representative : MOCOTO BANK, Xxx Xxxx Branch
Manager - Xxxxx, Xxxx-Tsun
Address : 000 Xxxxx Xxxxx Xxxx, Xxxx Xxxxxx Xxxx
Joint Guarantor : Wang, Kuo-An
ID No. : A121216965
Address : 0xx Xxxxx, 000 Xxxxx Xxx Xxxx, Xxxxxxxx Xxxx
Guarantor : Xxxx, Xx-En
ID No. : A121216698
Address : 0xx xxxxx, Xx. 0, Xxxx 00, Xxxxxx Xxxx Xxxxxx, Xxxxxx Xxxx
Guarantor : (Intentionally blank)
ID No. : (Intentionally blank)
Address : (Intentionally blank)
Guarantor : (Intentionally blank)
ID No. : (Intentionally blank)
Address : (Intentionally blank)
