Debenture Dated 15 April 2010 Victory Good Development Limited South Glory International Limited Elite Quest Holdings Limited (as Chargors) and The Bank of New York Mellon (as Collateral Agent)Xinyuan Real Estate Co., Ltd. • April 16th, 2010 • General bldg contractors - residential bldgs • Hong Kong
NOW, THEREFORE, WITNESSES for the consideration of the foregoing and of any financial accommodations or extensions of credit heretofore, now or hereafter made by the Secured Parties pursuant to the Securities Purchase Agreement and the GSS Notes, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:
DATED APRIL 15, 2010 (1) Xinyuan Real Estate Co., Ltd. as “Chargor” (2) Xinyuan Real Estate, Ltd. as the “Company” and (3) The Bank of New York Trust Company (Cayman) Limited as the “Collateral Agent” FIRST EQUITABLE MORTGAGE IN RESPECT OF SHARES OF...Xinyuan Real Estate Co., Ltd. • April 16th, 2010 • General bldg contractors - residential bldgs
XINYUAN REAL ESTATE CO., LTD. GUARANTEED SENIOR SECURED US$40,000,000 15.6% NOTE DUE APRIL 15, 2013 and WARRANTS TO PURCHASE COMMON SHARES SECURITIES PURCHASE AGREEMENT Dated as of April 15, 2010Securities Purchase Agreement • April 16th, 2010 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • New York
WHEREAS, Xinyuan Real Estate Co., Ltd, a company incorporated with limited liability in the Cayman Islands (the “Company”), issued guaranteed senior secured floating rate notes (the “2010 Notes”), which have become due and payable on April 15, 2010, pursuant to an indenture between the Company and the Hongkong and Shanghai Banking Corporation Limited, as indenture trustee (the “2010 Notes Trustee”), dated April 13, 2007, and of which Forum is a holder;
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2010 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 15, 2010, by and between Xinyuan Real Estate Co., Ltd. (the “Company”), and Forum Asian Realty Income II, L.P. (the “Buyer”).
COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • April 16th, 2010 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • New York
Collateral Agency Agreement (this “Agreement”), dated as of April 15, 2010, among The Bank of New York Trust Company (Cayman) Limited (“BNY Cayman”), The Bank of New York Mellon (“BNY HK”), Forum Asian Realty Income II, L.P. (“Forum”), and Xinyuan Real Estate Co., Ltd. (the “Issuer”) (each, a “Party” and collectively, the “Parties”).
Equity Pledge Agreement among Forum Asian Realty Income II, L.P. and Xinyuan Real Estate, Ltd. and Xinyuan (China) Real Estate Co., Ltd.Equity Pledge Agreement • April 16th, 2010 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs
DATED APRIL 15, 2010 as “Chargor” South Glory International Limited and Elite Quest Holdings Limited as the “Companies” and as the “Collateral Agent” EQUITABLE MORTGAGE IN RESPECT OF SHARES OF VICTORY GOOD DEVELOPMENT LIMITED SOUTH GLORY INTERNATIONAL...Xinyuan Real Estate Co., Ltd. • April 16th, 2010 • General bldg contractors - residential bldgs • Hong Kong
PLEDGE AND SECURITY AGREEMENT dated as of April 15, 2010 by and between XINYUAN REAL ESTATE, LTD., as Pledgor and THE BANK OF NEW YORK MELLON, as Collateral AgentPledge and Security Agreement • April 16th, 2010 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • New York
This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is dated as of April 15, 2010, and is by and between Xinyuan Real Estate, Ltd., a company with limited liability incorporated under the laws of the Cayman Islands, having its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“Pledgor”), and The Bank of New York Mellon, a corporation organized and existing under the laws of Hong Kong, in its capacity as the collateral agent (with its successors in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below).
