EXHIBIT 10.34
English Translation
For Reference Only
LOAN CONTRACT
Agricultural Bank of China
EXHIBIT 10.34
English Translation
For Reference Only
LOAN CONTRACT
Contract No.: [ ]
Borrower (Full name): Wuxi Seamless Oil Pipes Company Limited
Lender (Full name): Agricultural Bank of China
In accordance with relevant laws and stipulations of the PRC, after
negotiations, both parties hereby enter into this Contract as follows:
ARTICLE 1. LOAN
1. Type of loan: Medium-term working capital loan
2. Purpose of loan: Working capital
3. Currency and amount of loan: RMB Fifty Million Only
4. Term of the loan
(1) Please refer to the following table for the term of the loan:
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Grant Maturity date
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Date Amount Date Amount
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(Any table attached due to the insufficient space in the table above
shall form part of the Contract)
(2) In case of any discrepancy concerning the amount of loan, granting date,
maturity in the Contract with those recorded in the loan certificate,
those items in such loan certificate shall prevail. The loan certificate
shall form an integral part of the Contract and have the same legal effect
as the Contract.
(3) In case the loan under this Contract is a foreign currency loan, the
borrower should repay the loan principal and interest in the original
currency in a timely manner.
5. Interest rate of the loan
The interest rate of the loan in RMB shall be determined by the (1) method in
the following:
(1) Floating interest:
EXHIBIT 10.34
English Translation
For Reference Only
Based on the benchmark interest rate, the loan interest rate shall float
downwards by 10%, and the applicable annual interest rate is 6.075%. The
benchmark of the interest rate for a loan less than five years' loan (inclusive
of five years) shall be the benchmark interest rate for RMB loans of the same
maturity published by the People's Bank of China ("PBOC"); The benchmark of the
interest rate for more than five years' loan shall be the RMB loan benchmark
interest rate published by the People's Bank of China plus -- %.
The interest rate shall be adjusted every six months. In case of an adjustment
of the benchmark interest rate for RMB loans as published by the PBOC, the
Lender shall determine on the new applicable interest rate according to the
benchmark interest rate for loans of same category as adjusted and the aforesaid
calculation method and apply such new applicable interest rate starting from the
corresponding date of the loan granting date in the first month in the next
interest adjustment period, and no separate notice will be sent to the Borrower.
In case the adjustment date of the benchmark interest rate and the loan granting
date or the date corresponding to the loan granting date in the first month in
the next interest adjustment period are the same date, the new applicable
interest rate for the loan shall be determined on the benchmark interest rate
adjustment day. In case of no corresponding day of the loan, the final day of
that month shall be deemed as the corresponding day for the loan.
(2) Fixed interest rate
Based on the benchmark interest rate, the loan interest rate shall float --
(upward/downward) by -- %, and the applicable annual interest rate shall be -- %
until the loan's maturity date. The benchmark of the interest rate for a loan
less than five years (inclusive of five years) shall be the RMB loan benchmark
interest rate published by the People's Bank of China in the same period; The
benchmark of the interest rate for a loan more than five years' shall be the RMB
loan benchmark interest rate published by the People's Bank of China plus -- %.
The interest rate for foreign currency loans shall be decided in the -- way:
(1) The floating loan interest rate based on -- % month (s) composed of month
(s) -- (LIBOR/HIBOR)+ -- % interest difference. LIBOR/HIBOR is the
London/ Hong Kong interbank offered rate two working days prior to the
interest calculation day as published by the Reuters.
(2) The applicable annual interest rate shall be -- % until the loan's
maturity date.
(3) Other method: --
6. Payment of Interest
The interest of the loan in this Contract shall be paid on a monthly basis on
the 20th day of every month. The Borrower should pay the interest on the
interest payment day. In case that the last repayment date for the loan's
principal does not fall on the interest
EXHIBIT 10.34
English Translation
For Reference Only
payment date, the unpaid interest should be paid with the last installment of
principal (daily interest rate = monthly interest rate/30) .
ARTICLE 2 IN CASE ANY OF THE FOLLOWING CONDITIONS IS NOT SATISFIED, THE LENDER
SHALL HAVE THE RIGHT TO WITHHOLD THE LOAN UNDER THIS CONTRACT:
1. The Borrower has opened a BASIC account with the Lender.
2. The Borrower has provided documents and materials and completed the
relevant legal formalities according to the requirements of the Lender.
3. In case of the loan under this Contract is in a foreign currency, the
Borrower has completed the approval, registration and other legal
formalities concerning the loan in accordance with the relevant
regulations;
4. Should there be mortgage or pledge on the loan under this Contract, the
Borrower has properly completed such legal formalities as registration
and/or insurance, and such security and insurance should be continuously
effective. Should there be guarantee on the loan under this Contract, the
guarantee contract has been signed and come into force.
ARTICLE 3. RIGHTS AND OBLIGATIONS OF THE LENDER
1. The Lender shall have right to access the information about the Borrower's
production and operation, financial activities, inventory and use of loan,
and require the Borrower to provide documents, materials and information,
such as financial statement, regularly.
2. In case that the adverse acts or circumstances impair the security of the
loan , including but not limited to those listed in sections 7, 8, and 10
of Article 4 of this Contract, the Lender may withhold the granting of the
loan or demand repayment of the loan before maturity.
3. In order to recover the principal, interest, penalty interest, compound
interest of the loan and other fees payable by the Borrower under this
Contract, the Lender can deduct the amounts directly from any accounts of
the Borrower.
4. In case the money paid by the Borrower is insufficient to cover all
indebtednesses under this Contract, the Lender may choose to use such
payment to pay the principal, interest, penalty interest, compound
interest or other fees as due.
5. In case the Borrower fails to perform the repayment obligations, the
Lender may choose to disclose such default to the public.
6. The Lender shall grant the loan in full amount to the Borrower on time in
accordance with the stipulations of this Contract.
ARTICLE 4. RIGHTS AND OBLIGATIONS OF THE BORROWER
1. The Borrower is entitled to receive and use the loan in accordance with
the
EXHIBIT 10.34
English Translation
For Reference Only
stipulations in this Contract.
2. The Borrower should handle settlements and deposits related to the loan
under this Contract through the account as agreed in Article 2 of this
Contract.
3. In case of the loan under this Contract is in foreign currency, the
Borrower shall complete such legal formalities, including approval and
registration and others formalities, in accordance with the relevant laws
and regulations.
4. The Borrower shall repay the principal and interests under this Contract
as scheduled. Should the Borrower intend to renew the loan, it shall
submit a written application to the Lender 15 days prior to the maturity
date of the loan, and upon the consent of the Lender, enter into a loan
renewal agreement.
5. The Borrower shall use the loan in accordance with the purpose stipulated
in the Contract and shall not misappropriate the loan.
6. The Borrower shall provide the Lender with true, complete and valid
financial statements, or other relevant materials and information on a
monthly basis, and actively cooperate with the Lender when the Lender
inspects the Borrower's production and operation, financial activities,
and the use of the loan use under this Contract.
7. Should the Borrower carry out contracting, rent, company reconstruction,
joint operation, merger, acquisition, separation, joint venture, assets
transfer, application for cessation of business for internal
rectification, application for dissolution, application for bankruptcy and
any other acts that may affect the debtor-creditor relationship under this
Contract or the realization of Lender's rights, the Borrower shall send a
written notice to the Lender in advance and, upon the approval of the
Lender, arrange for the debt repayment or prepayment for the debts;
otherwise, the Borrower shall not carry out the aforesaid activities.
8. Should the Borrower encounter any other situations (except those mentioned
in the preceding paragraph) that may adversely affect its ability to
perform the payment obligations under this Contract, such as cessation of
business, cancellation of business registration, cancellation of business
license, violation of law by the legal representative or the person in
charge, major lawsuits or arbitrations, serious difficulties in production
and business operation, deteriorating financial status, etc., the Borrower
shall send a written notice to the Lender promptly and take measures which
has been approved by the Borrower to safeguard the creditor's rights.
9. In case the Borrower intends to provide guarantees to other entities'
debts or mortgages or pledges its major asset to any third party, which
may affect its ability of repayment under this Contract, the Borrower
shall submit a written notice to the Lender and get the Lender's consent.
10. The Borrower and its investors shall not withdraw their assets, transfer
their assets,
EXHIBIT 10.34
English Translation
For Reference Only
or transfer their shares without authorization in order to avoid their
debts to the Lender.
11. In case of change of the name, legal representative, domicile address,
business scope, etc. of the Borrower, the Borrower shall notify the Lender
in writing in a timely manner.
12. In case the guarantor for the loan under this Contract suffers from
cessation of business, cancellation of registration, cancellation of
business license, bankruptcy, operation deficit and other circumstances
and loses part or all of its guarantee capability, or the collateral,
mortgage or pledged rights are damaged or depreciated, the Borrower shall
provide other security acceptable to the Lender.
13. The fees for legal consultation, insurance, transportation, appraisal
expense, registration, storage, evaluation, notarization and other fees
relating to the security under this Contract shall be borne by the
Borrower.
ARTICLE 5. PREPAYMENT
Should the Borrower intend to prepay the loan, it shall obtain the consent of
the Lender; in case the Lender consents to the Borrower's prepayment, the
interest for the prepaid portion shall be calculated in accordance with the
SECOND approach of the following: (two options in total)
1. based on the loan term and the applicable interest rate as stipulated in
the Contract.
2. based on a zero % increase of the applicable interest rate as stipulated
in the Contract for the actual borrowing period.
ARTICLE 6. EVENT OF DEFAULT
1. In case the Lender fails to grant loan to the Borrower in full in a timely
manner as stipulated in this Contract and the Borrower suffers any loss,
the Lender shall pay default payment to the Borrower based on the amount
outstanding and the number of days overdue. The way for calculation of the
amount of default payment shall be the same as that for the calculation of
the interest for the overdue loan.
2. In case that the Borrower fails to repay the loan principal within the
stipulated time limit in this Contract, the Lender may charge the penalty
interest on the overdue loan amount, which is 50 percent more on the basis
of the loan's applicable interest rate as stipulated in this Contract
since the overdue date until the principal and the interest are paid.
During the overdue period, in case of an upward interest rate adjustment
for RMB loan with same maturity is promulgated by the People's Bank of
China, the penalty interest rate shall be adjusted accordingly on the
adjustment date for such benchmark interest rate adjustment.
3. In case that the Borrower fails to use the loan in accordance for the
purpose as stipulated in this Contract, the Lender may charge a penalty
interest of 100 percent
EXHIBIT 10.34
English Translation
For Reference Only
more on the improperly-applied loan amount based on the loan's applicable
interest rate as stipulated in this Contract since the due date until the
principal and the interest are repaid. During such period, in case of an
upward interest rate adjustment for RMB loan with same maturity is
promulgated by the People's Bank of China, the penalty interest rate shall
be adjusted accordingly on the adjustment date for such benchmark interest
rate adjustment.
4. For the overdue interest, the Lender shall charge a compound interest in
accordance with the regulations of the People's Bank of China. The overdue
interest shall include that generated during the term of the loan
(including the penalty interest for the default of this Contract) and that
generated from the overdue loan (including the overdue penalty interest
and the penalty interest for the default of this Contract). The compound
interest on the overdue interest generated during the term of the loan
shall be charged in accordance with the loan's applicable interest rate as
stipulated in this Contract, and the compound interest rate shall be
calculated in accordance with the overdue loan interest rate since the due
date of the loan; the compound interest on of the overdue interest over
the overdue loan amount shall be calculated in accordance with the basis
of the interest rate for the overdue loan.
5. In the event that the Borrower violates its obligations under this
Contract, the Lender is entitled to require the Borrower to rectify the
breaching acts within a certain time limit, to cease the granting of the
loan, to demand prepayment of the granted loan, to declare the
acceleration of the loan under other loan contracts signed between the
Lender and the Borrower, or to take asset protection measures.
6. In case that any guarantor of the loan under this Contract violates any
obligation stipulated in the Guarantee Contract, the Lender is entitled to
cease the granting of the loan, demand prepayment of the granted loan, or
take other asset protection.
7. In case that the Lender realizes its Creditor's right through legal action
or arbitration due to the default of the Borrower under this Contract, the
Borrower shall bear all the lawyer's fees, traveling expenses, and other
costs in relation to the realization of Creditor's right that are incurred
by the Lender.
ARTICLE 7. LOAN SECURITY
The security for the loan under this Contract shall be BY CREDIT, and the
security contract should be entered into separately. In case that the maximum
amount security method is adopted, the security contract is numbered --.
ARTICLE 8. DISPUTE RESOLUTION
Any dispute that arises during the performance of this Contract shall be settled
through friendly negotiation, or settled by the first method of the following
options:
1. Litigation: to be governed by the People's court where the Lender is
located.
2. Arbitration: to be submitted to -- (the full name of the arbitration
institute) for
EXHIBIT 10.34
English Translation
For Reference Only
arbitration in accordance with its arbitration rules.
During the litigation or arbitration period, the other articles that do not
involve in the disputes shall be performed.
ARTICLE 9. MISCELLANEOUS
--
ARTICLE 10. EFFECTIVENESS OF THIS CONTRACT
This Contract shall come into effect from the date both parties sign the
Contract or affix with their seals.
ARTICLE 11. NUMBERS OF COUNTERPARTS OF THIS CONTRACT
This Contract shall be executed in duplicate, one for each party, -- for the
guarantors respectively with the same legal effect.
ARTICLE 12. NOTE
The Lender has requested the Borrower to have a complete and accurate
understanding of all the terms and conditions of this Contract and provided
explanations upon the request of the Borrower. Therefore, both parties to this
Contract have reached an agreement to the meanings of this Contract.
Borrower (affixed with seal and signature): _______(seal)
Legal representative or the authorized representative: /s/ (seal)
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Lender (affixed with seal and signature): (seal)
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Person in Charge or the authorized representative: (seal)
Signing date: ____, 2007
Signing location: WUXI
EXHIBIT 10.34
English Translation
For Reference Only
SCHEDULE
NO. DATE OF AGREEMENT TERM
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1. June 19, 2007 June 19, 2007 to June 18, 2009
2. June 21, 2007 June 21, 2007 to June 20, 2009
3. June 22, 2007 June 22, 2007 to June 21, 2009
4. June 25, 2007 June 25, 2007 to June 24, 2009
5. June 26, 2007 June 26, 2007 to June 25, 2009
6. June 27, 2007 June 27, 2007 to June 26, 2009
7. June 28, 2007 June 28, 2007 to June 27, 2009
8. June 29, 2007 June 29, 2007 to June 28, 2009
