EXHIBIT 4.62
LOAN AGREEMENT
No: ___________
This Loan Agreement ("Agreement") is made and entered into this 4th day of
January, 2006 (the "Effective Date") by and among:
SHANGHAI XXXXXX NETWORKING CO., LTD., a corporation duly organized and validly
existing under the laws of the People's Republic of China (the "PRC") and having
its principal place of business at Xx.0 Xxxxxx Xxxxxxxx, Xx. 000 Xxxx Xxxx,
Xxxxxx New Area, Shanghai 201203, the PRC ("Xxxxxx Networking");
SHANGHAI BANK XUJIAHUI BRANCH, a corporation duly organized and validly existing
under the laws of the PRC and having its principal place of business at 2 Floor,
Xx. 00, Xxxxxxxx Xxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx 000000, the PRC (the "Agent");
and
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD., a corporation duly
organized and validly existing under the laws of the PRC and having its
principal place of business at Xx.0 Xxxxxx Xxxxxxxx, Xx. 000 Xxxx Xxxx, Xxxxxx
New Area, Shanghai 201203, the PRC ("Shengqu").
RECITALS
WHEREAS, Xxxxxx Networking would like to provide Shengqu with a loan
through services provided by the Agent; and
WHEREAS, Shengqu would like to receive a loan from Xxxxxx Networking
through services provided by the Agent.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and for other good and valuable consideration, the Parties
hereto agree asset forth below:
1. DEFINITIONS
1.1 "Advance" shall mean the principal amount of the lump sum drawing made by
Shengqu under the Facility or, as the context requires, the outstanding
balance thereof (as reduced by repayments and prepayments by Shengqu from
time to time).
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1.2 "Availability Period" shall mean the period commencing from December 31,
2005 and ending on December 31, 2007.
1.3 "Business Day" shall mean any day other than a Saturday, Sunday or a legal
holiday in the PRC.
1.4 "Facility" shall mean the one hundred million RenMinBi ("RMB") term loan
facility to be made available to Shengqu pursuant to Section 2.
2. THE LOAN
Subject to the terms and conditions set forth in this Agreement, Shengqu may on
any Business Day during the Availability Period make one drawing from the Agent
under the Facility.
3. INTERESTS, TAXES AND FEES
3.1 Interest. Shengqu shall not be obligated pay any interest on the Advance.
3.2 All Advances from Xxxxxx Networking to Shengqu to be made hereunder shall
be made through the Agent. The Agent hereby acknowledges and agrees that,
upon Xxxxxx Networking's instructions, the Agent shall be responsible for
transferring the Advances to Shengqu.
3.3 The Agent is entitled to charge a pro rata commission on the Advances made
by Xxxxxx Networking to Shengqu through the Agent in accordance with this
Agreement. For all Advances made to Shengqu, the commission rate shall be
0.08%. Xxxxxx Networking shall bear the commission fees paid to the Agent.
4. REPAYMENT
Shengqu shall repay the Advance outstanding by the end of the Availability
Period.
5. PAYMENT PROVISIONS
5.1 Payment of Facility by Xxxxxx Networking. Xxxxxx Networking shall provide
to the Agent the Facility within one (1) Business Day prior to the date
upon which the Available Period begins.
5.2 Payment of Advance by the Agent. On the date upon which the Advance is to
be made, the Agent shall make available such Advance to Shengqu in RenMinBi
in immediately available funds to an account maintained by Shengqu with the
Agent and specified in the notice.
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5.3 Payment of Shengqu. All payment(s) to be made by Shengqu shall be made to
the Agent on the date upon which the relevant payment is due in RMB in
immediately available funds to the Agent into such account as specified by
the Agent in writing. The Agent shall deliver the payment made by Shengqu
to the account specified by Xxxxxx Networking within one (1) Business Day
after receipt of such payment.
6. MISCELLANEOUS
6.1 Notice and Instructions. The instructions that Xxxxxx Networking delivers
to the Agent shall comply with the laws and regulations of the PRC. Xxxxxx
Networking shall send a notice to the Agent in the event of a combination,
dissolution, receivership or any such similar proceeding.
6.2 Entire Agreement. This Agreement constitutes the entire agreement between
the Parties with respect to the subject matter hereof, and merges, revokes
and supersedes all prior and contemporaneous agreements, understandings,
arrangements, documents and communications (whether written or oral)
between the Parties and is intended as a final expression of their
agreement.
6.3 Amendments and Waivers. This Agreement shall not be modified or amended
except by written agreement signed by duly authorized representatives of
the parties. None of the provisions of this Agreement shall be deemed to
have been waived by any act or acquiescence on the part of a Party, except
by an instrument in writing signed by such Party; and no waiver of any
provision of this Agreement shall constitute a waiver of any other
provision(s) or of the same provision on another occasion. The failure of
either Party to enforce, or the delay by either Party in enforcing any of
its rights under this Agreement shall not preclude either Party from
commencing appropriate legal or equitable proceedings, within the time
provided by the applicable law, to enforce any or all of its rights under
this Agreement, and any prior failure to enforce, or delay in enforcement,
shall not constitute a defense.
6.4 Disputes and Governing Law. This Agreement shall be construed and enforced
in accordance with the laws of the PRC. Any disputes that arise in
connection with this Agreement shall be litigated in courts located within
Pudong New Area, Shanghai, PRC.
6.5 Costs and Expenses. The Parties shall each bear their own costs and
expenses incurred in connection with the preparation, negotiation and
execution of this Agreement.
6.6 Counterparts. This Agreement may be executed in one or more counterparts,
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each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. This Agreement may be executed and
delivered by facsimile and transmission by facsimile shall be considered
proper delivery for legal purposes.
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IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly
authorized representatives on the date first set forth above.
SHANGHAI XXXXXX NETWORKING CO. LTD.
By:
---------------------------------
Name:
-------------------------------
Title:
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SHANGHAI BANK XUJIAHUI BRANCH
By:
---------------------------------
Name:
-------------------------------
Title:
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SHENGQU INFORMATION TECHNOLOGY
(SHANGHAI) CO., LTD.
By:
---------------------------------
Name: Chen Tianqiao
Title: General Manager
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