by Shanda
June 29th, 2006
EXHIBIT 4.64 LOAN AGREEMENT No: _________________ This Loan Agreement ("Agreement") is made and entered into this 4th day of January, 2006 (the "Effective Date") by and between: 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 No. 902-904, Dongfang Roda, Pudong New Area, Shanghai 201203, 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 No.1 Office Building, No. 690 Bibo Road, Pudong New Area, Shanghai 201203, the PRC ("Shengqu"). RECITALS WHEREAS, Shanghai Shanda Networking Co. Ltd. ("Shanda Networking") and the Agent entered into an Entrusted Loan Agreement dated as of January 4, 2006 pursuant to which Shanda Networking will deposit funds with the Agent, which the Agent will loan to Shengqu; and WHEREAS, the Agent would like to provide Shengqu with a loan on the terms and conditions set forth below. 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 "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). 1.2 "Availability Period" shall mean the period commencing from December 31, 2005 and ending on December 31, 2007. 1 1.3 "Business Day" shall mean any day other than a Saturday, Sunday or a legal holiday in the PRC. 1.4 "Event of Default" shall mean any of the events specified in Section 6.1 below. 1.5 "Facility" shall mean the one hundred million RenMinBi ("RMB") loan facility to be made available to Shengqu pursuant to Section 2. 2. THE LOAN 2.1 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. 2.2 Shengqu shall provide the Agent with the records and information needed by the Agent to ensure that loan proceeds are used according to the terms and conditions of this Agreement. 3. INTERESTS AND TAXES 3.1 Interest. Shengqu shall not be obligated to pay any interest on the Advance. 3.2 All Advances to be made hereunder shall be made by the Agent. The Agent hereby acknowledges and agrees that, upon Shanda Networking's instructions, the Agent shall be responsible for transferring the Advances to Shengqu. 4. REPAYMENT Shengqu shall repay the Advance outstanding at the end of the Availability Period. Shengqu may prepay any or all part of the Advance in the event that Shanda Networking agrees upon such prepayment by Shengqu. 5. PAYMENT PROVISIONS 5.1 Payment of Advance by the Agent. On the date on which the Advance is to be made, the Agent shall make available such Advance to Shengqu in RMB in immediately available funds to an account with the Agent specified in the notice and maintained by Shengqu. 5.2 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 in writing by the Agent. The Agent shall deliver payments made by Shengqu to the account specified by Shanda Networking within one (1) Business Day after 2 receipt of such payment. 6. EVENT OF DEFAULT 6.1 Each of the following events shall be deemed an Event of Default: (a) Non-Payment. Shengqu fails to pay any sum payable under this Agreement when due or otherwise in accordance with the provisions. (b) Failure to Perform. Shengqu fails to perform any of its other obligations hereunder; (c) Insolvency. Shengqu becomes insolvent or stops or suspends or threatens to stop or suspend payments of all or a material part of its debts or is unable or admits its inability to pay its debts as they fall due. 6.2 Acceleration. At any time after the occurrence of an Event of Default and regardless of whether such Event of Default continues, the Agent may declare the Facility to be canceled whereupon the same shall be so canceled forthwith according to Shanda Networking's instruction. 7. MISCELLANEOUS 7.1 Notice. Shengqu shall send a notice to the Agent upon the occurrence of a combination, dissolution, receivership or any such similar proceedings. 7.2 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. 7.3 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. 3 7.4 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 the Pudong New Area, Shanghai, PRC. 7.5 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. 7.6 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. [The reminder of this page is intentionally left blank] 4 IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives on the date first set forth above. CHINA MERCHANTS BANK DONGFANG BRANCH By: --------------------------------- Name: ------------------------------- Title: ------------------------------ SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. By: --------------------------------- Name: Chen Tianqiao Title: General Manager 5