Loan Agreement Agreement #32101200800028480
Exhibit
10.15
Agreement
#32101200800028480
The
Borrower: Danyang Lihua Electron Co., Ltd
The
Lender: Agricultural Bank of China Danyang City Branch
Pursuant
to the relevant laws and regulations, after negotiating, the parties hereby
agree as follows:
Article
1
Facility
1.
Type:
General liquid capital
2.
Purpose: Purchase of Copper
Clad Aluminum
3.
Currency and Amount: RMB Five Million (RMB 5,000,000)
4.
Maturity:
(1)
Refer
to the chart below:
|
Launch
|
Maturity
|
||||||
|
Year
|
Month
|
Day
|
Amount
|
Year
|
Month
|
Day
|
Amount
|
|
2008
|
8
|
22
|
Five
Million
|
2009
|
8
|
21
|
Five
Million
|
(The
appendix for more items could not shown herein shall constitute a part of this
agreement.)
| (2) |
Any
inconsistence with regard to the borrowing amount, launch date and
maturity date between hereunder and the borrowing certificate, the
borrowing certificate shall control. The borrowing certificate shall
constitute a part of the agreement and shall have same legal
effects.
|
| (3) |
If
the facility hereunder is a foreign exchange loan, the Borrower shall
repay the principal and the accrued interest in the original
currency.
|
| 5. |
Interest
Rate
|
The
RMB
borrowing interest rate shall be in accordance with the first method specified
below:
| (1) |
Floating
Rate
|
The
borrowing interest rate is the benchmark interest rate to upwardly float thirty
percent (30%), exercised yearly interest rate is nine point seven hundred eleven
percent (9.711%). For the borrowing term is five and less than five years,
the
benchmark interest rate is the RMB borrowing benchmark interest rate on the
same
term announced by the People’s Bank of China (hereinafter the “PBC”); the
benchmark interest rate for the borrowing term is five or more than five year
is
the RMB borrowing benchmark interest rate on the same term announced by the
PBC.
The
adjustment period for the interest rate is one month. If the PBC adjusts RMB
borrowing benchmark interest rate, starting form the matching borrowing date
in
the first month of the next adjustment period, the Lender will adjust the
borrowing interest rate accordingly and re-calculate a new exercised interest
rate, and shall not need to notify the Borrower the adjustment. If the
adjustment date for benchmark interest rate and the launch date or the matching
borrowing date in the first month are the same day, starting from the adjustment
date of the benchmark interest rate to re-calculate the exercised interest
rate;
in the case no matching borrowing date, the last day of the aforesaid month
is
deemed to be the matching borrowing date.
| (2) |
Fixed
Rate (N/A)
|
The
borrowing interest rate is the benchmark interest rate to (upwardly/ downwardly)
float _______percent
(%), exercised yearly interest rate is _______percent
(%). For the borrowing term is five and less than five years, the benchmark
interest rate is the RMB borrowing benchmark interest rate on the same term
announced by the PBC; for the borrowing term is five or more than five year,
the
benchmark interest rate is the RMB borrowing benchmark interest rate on the
same
term announced by the PBC plus __percent.
The
interest rate for the foreign exchange loan is calculated by the
_______method
below:
| (1) |
Interest
margin of _______month_______LIBOR/HIBOR+_______%
on the monthly floating basis. LIBOR/HIBOR is the London Interbank
Offer
Rate/ Hong Kong Interbank Offer Rate on the date of two business
days
before the interest calculation date announced by the Reuters
|
| (2) |
Exercised
yearly interest rate is_______%
till maturity of the facility.
|
| (3) |
Other
methods_______.
|
| 6. |
Settlement
of the Interest
|
The
facility hereunder is settled on the monthly basis. The interest settlement
date
is the 20th
day of
each month. The Borrower shall pay the interest on every interest settlement
date. If the last repayment date for the principal is not on the interest
settlement date, the unpaid interest shall be repaid together with the principal
(the daily interest equals to the monthly interest/30)
Article
2
In
the
case the following conditions are not fulfilled, the Lender is entitled not
to
provide the facility hereunder:
| 1. |
The
Borrower shall open the general account at the
Lender.
|
| 2. |
The
Borrower shall provide the relevant documents and information as
the
Lender requests and complete the relevant
procedures.
|
| 3. |
In
the event the facility hereunder is a foreign exchange loan, the
Borrower
shall complete the relevant permissions, registrations and other
procedures as required in accordance with laws and
regulations.
|
| 4. |
If
the facility hereunder is secured by pledged collaterals or mortgages,
the
relevant legal procedures including but not limited to registrations
and/
or insurances have been completed as the Lender requests. The aforesaid
secured interests and insurances shall be continuously valid and
effective. In the event the facility is guaranteed by the guarantors,
the
guarantee agreements shall be signed and become
effective.
|
Article
3
The Lender’s Rights and Obligations
| 1. |
The
Lender is entitled to inquire the Borrower’s production, financial
condition, inventory and the application of the facility funds; the
Lender
may request the borrower periodically to provide the materials such
as
related financial and accounting
reports.
|
| 2. |
In
the event Item 7, 8,and 10 of the Article 4 occur or the Borrower
engages
in other actions or conditions adversely affect the repayment of
the
facility, the Lender may withhold funding, call the facility, or
terminate
the agreement.
|
| 3. |
In
the event the Lender calls the facility pursuant to the clause of
the
agreement or requests the Borrower to prepay the principal, the accrued
interest, the punitive interest, the compound interest and other
expenses,
the Lender may directly withdraw the aforesaid payments from the
Borrower’s account.
|
| 4. |
In
the event the Borrower’s payment is inadequate to repay the amount owed
under the agreement, the Lender may decide any of the principal,
the
accrued interest, the punitive interest, the compound interest and
other
expenses shall be repaid first.
|
| 5. |
In
the event the Borrower breaches its repayment obligations under the
agreement, the Lender may disclose the breach to the public.
|
| 6. |
The
lender shall launch the full amount of the facility to the Borrower
on
schedule in accordance with the
agreement.
|
Article
4
The Borrower’s Rights and Obligations
| 1. |
The
Borrower is entitled to draw down the facility and use the facility
funds
in accordance with the agreement.
|
| 2. |
The
Borrower shall conduct the settlement and deposit related to the
facility
hereunder through the account set forth in the Article
2.
|
| 3. |
In
the event the facility hereunder is a foreign exchange loan, the
Borrower
shall complete the relevant permissions, registrations and other
procedures as required in accordance with laws and
regulations.
|
| 4. |
The
Borrower shall repay the principal and the accrued interest in accordance
with the agreement. In the case the Borrower needs to roll over the
facility, it shall submit a written application within fifteen days
before
the maturity of the facility; after the Lender consents, the rollover
agreement shall be signed by and between the
parties.
|
| 5. |
The
Borrower shall use the facility funds in compliance with the purpose
hereunder, and shall not appropriate or misappropriate the facility
funds.
|
| 6. |
The
Borrower shall provide the authentic, integrated and valid financial
report or other relevant information on monthly basis, and actively
cooperate with the Lender’s inspection with regard to its production,
business operation, financial condition and its compliance with the
purpose hereunder
|
| 7. |
In
the event the Borrower carries out outsource, lease, conversion to
share-holding system, co-operating business, merger, acquisition,
split,
joint venture, asset transfer, filing for reformation, filing for
bankruptcy or other actions could change the debtor and creditor
relationship or affect the Lender’s rights and interests hereunder, it
should send the written notice to the Lender before carrying out
the
aforesaid actions. Without the Lender’s consent and perform the repayment
obligations or prepay the unpaid loans, the Borrower shall not carry
out
the aforementioned actions.
|
| 8. |
In
the event the Borrower engages in any other actions not specified
in
Article 4.7 and have material adverse effects to its repayment obligations
hereunder, for example, the Borrower ceases productions, suspends
business, deregisters,
is
revoked business license; or the legal representatives or the major
responsible persons engage in illegal activities, involve in major
lawsuits or arbitrations; its productions and business operations
encounter severe difficulties; or the financial conditions worsen,
the
Borrower shall send written notice to the Lender immediately, and
provide
the acceptable collaterals to secure the
facility.
|
| 9. |
In
the event the Borrower provides guarantees to the third parties,
or
provides its material assets to the third parties as collaterals,
and may
affect its repayment abilities, the Borrower shall send the prior
written
notice to the Lender and request its
consent.
|
| 10. |
The
Borrower and its investors shall not withdraw funds, transfer assets
or
assign shares to avoid its obligations to the
Lender.
|
| 11. |
The
Borrower shall immediately send the written notice to the Lender
in the
event of change in its name, legal representatives, business address,
business scope, and other business registration
items.
|
| 12. |
In
the event the guarantor hereunder ceases productions, suspends business,
deregisters
, is
revoked business license, bankrupts and has loss in business; partially
or
totally incapable to provide guarantee for the facility hereunder,
or the
values of pledged or mortgaged collaterals or secured interests are
impaired, the Borrower shall immediately provide other acceptable
collaterals or secured interests to the
Lender.
|
| 13. |
The
Borrower shall assume all relevant expenses, including but not limited
to
legal service, insurance, transportation, appraisal, registration
and
notary fees.
|
Article
5
Prepayment
The
Borrower shall obtain the Lender’s prior consent to prepay the loan. In the
event the Lender agrees the Borrower to prepay the loan, the prepayment interest
shall be calculated by 2 methods
below:
| 1. |
By
the agreed borrowing term and exercised borrowing interest set forth
in
the agreement.
|
| 2. |
By
the actual borrowing term and the agreed exercised borrowing interest
upwardly floating zero percent
(0%).
|
Article
6
Breach
| 1. |
In
the event the Lender is not in compliance with the agreement to launch
the
facility in the agreed amount and the schedule and cause the Borrower’s
loss, the Lender shall pay the penalty calculated by the default
amount
and the deferral days. The calculation of the penalty is the same
calculation method as the deferral repayment interest in the same
term.
|
| 2. |
In
the event the Borrower is not in compliance with the agreement to
repay
the principal, the Borrower shall pay the Lender the punitive interest
from the deferral date to the repayment date on the interest rate
calculated on the basis that the agreed exercised interest rate upwardly
floating fifty percent (50%). During the period of deferral, if the
facility currency is RMB and the PBC upwardly adjusts its benchmark
interest rate, the punitive interest rate shall be adjusted accordingly
from the adjustment date.
|
| 3. |
In
the event the Borrower is not in compliance with the purpose hereunder,
the Borrower shall pay the Lender the punitive interest against the
breach
amount from the breach date to the repayment date on the interest
rate
calculated on the basis that the agreed exercised interest rate upwardly
floating three hundred percent (300%). During the period, if the
facility
currency is RMB and the PBC upwardly adjusts its benchmark interest
rate,
the punitive interest rate shall be adjusted accordingly from the
adjustment date.
|
| 4. |
To
the unpaid accrued interest, in accordance with the relevant regulations
of PBC, the Lender may calculated the punitive interest as the compound
interest. The unpaid interest includes the unpaid interest during
the
period of the facility (including the punitive interest against the
purpose )and the unpaid interest occurs after the deferral of repayment
(including the punitive interest for deferral and for misappropriation).
To the punitive interest for the unpaid interest occurs during the
period
of the facility, the compound interest rate shall be calculated by
the
agreed exercised interest rate hereunder; after the maturity of the
facility, the compound interest rate shall be calculated by the deferral
interest rate; the unpaid interest for deferral repayment shall be
calculated by the deferral interest
rate.
|
| 5 |
In
the event the Borrower is not in compliance with the obligations
hereunder, the Lender is entitled to request the Borrower to amend
the
breach, to cease the launch of the facility, to request the Borrower
to
prepay the launched borrowings, to declare the other facilities under
other agreements by and between the Borrower and the Lender are matured
or
to adopt other actions to secure the Lender’s
assets.
|
| 6. |
In
the event any guarantor under the agreement is not in compliance
with the
guarantee agreement, the Lender is entitled to request the Borrower
to
amend the breach, to cease the launch of the facility, to request
the
Borrower to prepay the launched borrowings or to adopt other actions
to
secure the Lender’s assets.
|
| 7. |
In
the event the Lender files law suits or arbitrations to fulfill its
interests hereunder, the Borrower shall assume the legal, travel
and other
related expenses the Lender may
occur.
|
Article
7
Guarantee
The
guarantee for this agreement is the maximum guarantee. The guarantee agreement
shall be signed separately. The guarantee agreement number is
32905200700002755.
Article
8
Dispute Resolution
Any
dispute arising out of or related to this Agreement may be negotiated by the
parties, or be solved by the following method 1
:
| 1. |
Submitted
to and tried by the court, in which the Lender
resides.
|
| 2. |
Solved
via Arbitration
|
During
the period of conducting law suits or arbitrations, the clauses not under
disputes are still valid, effective and binding to the parties.
Article
9
Other Covenants
1.The
Lender’s rights and interests hereunder shall be secured together by the maximum
guarantee agreement No. 32905200700002755 and
32110313901200806.
Article
10 Effectiveness of the agreement
The
agreement becomes effective on the date the parties sign or seal the
agreement.
Article
11
This
agreement is to be written up in three original copies with the Borrower, the
Lender and the Guarantor. The three parties shall each hold one original copy,
which shall have same legal effects.
Article
12 Notice
The
Lender has urged the Borrower to thoroughly and accurately understand each
clause set forth in the agreement, and has explained each clause to the
Borrower. Both parties have reached consensus to the agreement.
The
Borrower: Danyang Lihua Electron Co., Ltd
Legal
Representative (or authorized person)
The
Lender: Agricultural Bank of China Danyang City Branch
Legal
Representative (or authorized person)
