EXHIBIT 4.58
ENTRUSTED LOAN AGREEMENT
No: ______________
This Entrusted Loan Agreement ("Agreement") is made and entered into this
19th day of March, 2006 (the "Effective Date") by and between:
HANGZHOU BIANFENG 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.00 Xxxxx Xxxxxxx
Xxxxxxxx, Xx. 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx Area, Hangzhou 310012, the PRC
("Bianfen Networking"); and
CHINA MERCHANTS BANK DONGFANG BRANCH, a corporation duly organized and
validly existing under the laws of the PRC and having its principal place
of business at Xx. 000-000, Xxxxxxxx Xxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx
000000, the PRC (the "Agent").
Bianfeng Networking and the Agent shall be referred to individually as a
"Party" and collective as the "Parties".
RECITALS
WHEREAS, Bianfeng Networking would like to provide Xxxxxx Computer
(Shanghai) Co., Ltd. ("Xxxxxx Computer") with a loan through services provided
by the Agent; and
WHEREAS, Shengda Computer would like to receive a loan from Bianfeng
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 as follows:
1. DEFINITIONS
1.1 "Availability Period" shall mean the period commencing from March 19, 2006
and ending on March 18, 2008.
1.2 "Business Day" shall mean any day other than a Saturday, Sunday or a legal
holiday in the PRC.
1.3 "Event of Default" shall mean any of the events specified in Section 4.1
below.
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1.4 "Deposit" shall mean the twenty-seven million RenMinBi ("RMB") provided by
Bianfeng Networking.
2. DEPOSIT PROVISION
2.1 Deposit by Xxxxxx Networking. Xxxxxx Networking shall provide to the Agent
the Deposit within one (1) Business Day prior to the date upon which the
Available Period begins.
2.2 Delivery of the Agent. 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.
3. TAXES AND FEES
3.1 The Agent hereby acknowledges and agrees that, the Agent shall be
responsible for transferring the Deposit to Shengqu.
3.2 The Agent is entitled to charge a pro rata commission on the Deposit made
by the Agent to Shengqu in accordance with this Agreement. Xxxxxx
Networking shall bear the 0.08% commission fees paid to the Agent.
4. EVENT OF DEFAULT
4.1 Each of the following events shall be deemed an Event of Default:
(a) Xxxxxx Networking fails to provide the Deposit under this Agreement.
(b) Failure to Perform. Xxxxxx Networking or the Agent fail to perform any of
their other obligations hereunder.
4.2 Acceleration. At any time after the occurrence of an Event of Default and
regardless of whether such Event of Default continues, Xxxxxx Networking
may declare the Deposit to be canceled whereupon the same shall be so
canceled forthwith.
5. MISCELLANEOUS
5.1 Notice and Instructions. The instructions that Xxxxxx Networking delivers
to the Agent shall include details of the entrusted loan, such as the
purpose of the loan and the loan term. In addition, such instructions shall
comply with the laws and regulations of the PRC. Xxxxxx Networking shall
send a notice to the Agent upon the occurrence of a combination,
dissolution, receivership or any such similar proceeding.
5.2 Entire Agreement. This Agreement constitutes the entire agreement between
the
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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.
5.3 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.
5.4 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.
5.5 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.
5.6 Counterparts. This Agreement may be executed in one or more counterparts,
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.
HANGZHOU BIANFENG NETWORKING CO. LTD.
By:
---------------------------------
Name: Chen Tianqiao
Title: General Manager
CHINA MERCHANTS BANK DONGFANG BRANCH
By:
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Name:
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Title:
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