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银团贷款协议翻译模板(第一部分)

发表时间:2019-11-29  浏览次数:48  
字体大小: 【小】 【中】 【大】
        CHINA MOBILE (SHENZHEN) LIMITED中国移动(深圳)有限公司

  (Acting as "Borrower")作为“借款人”

  CONSTRUCTION BANK OF CHINA中国建设银行

  BANK OF CHINA中国银行

  (Acting as "Joint Lead Managers")作为“联合牵头银行”

  BANK OF CHINA中国银行

  CONSTRUCTION BANK OF CHINA中国建设银行

  (Acting as "Joint Lead Underwriters")作为“联合牵头包销商”

  STATE DEVELOPMENT BANK国家开发银行

  AGRICULTURE BANK OF CHINA中国农业银行

  INDUSTRIAL AND COMMERCIAL BANK OF CHINA中国工商银行

  (Acting as "Co-Lead Managers")作为“副牵头银行”

  BANK OF COMMUNICATIONS交通银行

  HONG KONG & SHANGHAI BANKING CORPORATION LTD.香港汇丰银行

  CHINA MERCHANTS BANK中国商业银行

  (Acting as "Managers")作为“经理行”

  CONSTRUCTION BANK OF CHINA, SHENZHEN BRANCH中国建设银行深圳分行

  (Acting as "Agency Bank")作为“代理行”

  TABLE OF CONTENTS目 录

  Articles条款

  Article One Terms and Definitions第一条 术语和定义

  Article Two Loan Arrangement第二条 贷款安排

  Article Three Drawdown第三条提款

  Article Four Guarantee第四条 担保

  Article Five Repayment, Prepayment, Extension第五条还款,提前还款,延期

  Article Six Interest第六条 利息

  Article Seven Tax.第七条税收

  Article Eight Fees and Expenses第八条 费用和开支

  Article Nine Payment and Proof of Debt.第九条 付款和债务证明

  Article Ten The Relations Among Banks, Rights and Obligations, and Responsibilities 第十条银行间关系,权利、义务和责任

  Article Eleven Borrower's Representations and Warranties..第十一条 借款人陈述和保证

  Article Twelve Borrower's Covenants第十二条 借款人承诺

  Article Thirteen Lending Banks' Warranties.第十三条 贷款银行保证

  Article Fourteen Events of Default and Other Similar Events

  第十四条违约事件和其他类似事件

  Article Fifteen Default Interest and Compensation第十五条 罚息和赔偿

  Article Sixteen Transfer.第十六条 转让

  Article Seventeen Notices.第十七条 通知

  Article Eighteen Governing Law and Jurisdiction第十八条 适用法律和管辖

  Article Nineteen Insurance第十九条 保险

  Article Twenty Other Stipulations.第二十条其他约定

  Schedule One Lending Banks and the Credit Amount Undertaken

  附录一 贷款银行和承担的金额

  Schedule Two List of Guarantors附录二 担保人名单

  Schedule Three Form of Drawdown Notice.附录三提款通知格式

  Schedule Four Form of Prepayment Notice附录四提前还款通知格式

  Schedule Five Form of Reply to Prepayment Notice附录五 提前还款通知回复格式

  Schedule Six Form of Payment Notice附录六付款通知格式

  Schedule Seven Form of Letter of Guarantee附录七 担保函格式

  Schedule Eight Form of Extension Application.附录八 延期申请格式

  Schedule Nine Form of Extension Reply附录九延期申请回复格式

  Schedule Ten Form of Interest Payment Notice附录十利息支付通知格式

  Schedule Eleven Form of Legal Opinion Issued by Lawyer of the Borrower and Guarantors

  附录十一 借款人和担保人律师出具的法律意见格式

  Schedule Twelve Form of Legal Opinion Issued by Lawyer of Lending Banks

  附录十二 贷款银行律师出具的法律意见格式

  THIS AGREEMENT IS EXECUTED ON OCTOBER 7, 2000, IN BEIJING BY THE PARTIES AS FOLLOWS:

  1. China Mobile (Shenzhen) Limited, a wholly-owned subsidiary of China Mobile (Hong Kong) Limited incorporated in mainland China, registered at Shenzhen Administrative Bureau of Industry and Commerce, with a registered address of 10th Floor, Guotong Building, 9023 Binhedadao, Futian District, Shenzhen, acting as the Borrower (hereinafter referred to as the "Borrower");

  2. Construction Bank of China and Bank of China, acting as Joint Lead Managers and Joint Lead Underwriters;

  3. State Development Bank, Agriculture Bank of China, and Industrial and Commercial Bank of China, acting as Co-Lead Managers;

  4. Bank of Communications, Hong Kong & Shanghai Banking Corporation Ltd., and China Merchants Bank, acting as Managers;

  5. Banks listed in Schedule One hereunder, acting as Member Banks of the Syndicate;

  6. Construction Bank of China, Shenzhen Branch, acting as Agency Bank; and

  7. Companies listed in Schedule Two hereunder, acting jointly as Guarantors.

  This Agreement is established in accordance with the Commercial Banking Law of the People's Republic of China, General Rules for Providing Loans, Provisional Regulations on Providing Syndicated Loans, the Security Law of the People's Republic of China, and other applicable laws and regulations of the People's Republic of China.

  PREFACE前言

  1. The Borrower is a wholly-owned subsidiary of China Mobile (Hong Kong) Limited, which holds 100% of its equity interest.

  2. Currently, China Mobile (Hong Kong) Limited directly or indirectly holds 100% of the equity interest of each of the guarantors listed in Schedule Two.

  3. China Mobile Communications Corporation ("CMCC") has restructured its mobile telecommunication business in seven provinces, municipalities, and autonomous region (namely, Beijing, Shanghai, Tianjin, Liaoning, Hebei, Shandong, and Guangxi) and established mobile communication companies in the aforesaid seven provinces, municipalities, and autonomous region. Upon the incorporation of the mobile communication companies in the seven provinces, municipalities, and autonomous region, CMCC will, through China Mobile (Hong Kong) Group Limited ("CMHK Group") and China Mobile Hong Kong (BVI) Limited ("China Mobile BVI"), inject all the equity interest it holds in the mobile communication companies in the seven provinces, municipalities, and autonomous region to seven wholly-owned BVI subsidiaries ("Seven BVI Subsidiaries") of China Mobile BVI. Upon the completion of such injection, CMHK will acquire from China Mobile BVI theequity interest it holds in the Seven BVI Subsidiaries (hereinafter referred to as the "Acquisition Transaction").

  4. In accordance with the Acquisition Plan approved by relevant departments of the State Council, part of the consideration will be raised by the Borrower, in lieu of its parent company China Mobile (Hong Kong) Limited, through a Renminbi-denominated debt financing conducted within the territory of China, and will be paid directly to CMCC.

  5. In accordance with the Acquisition Plan approved by relevant departments of the State Council, six subsidiaries directly or indirectly owned by China Mobile (Hong Kong) Limited, acting as Guarantors, agree to jointly issue a letter of guarantee to the Lending Banks, and to provide guarantee to the Lending Banks for the Borrower with their respective capital.

  6. To complete the aforesaid Acquisition Transaction, the Borrower, pursuant to the current requirements of financial regulations and supervisions, applies to the Lending Banks for a Renminbi-denominated debt financing ("Class A Loan") with a total principal amount not exceeding RMB 5 billion (RMB 5,000,000,000.00) and a term of SIX (6) months as well as a Renminbi-denominated debt financing ("Class B Loan") with a total principal amount not exceeding RMB 7.5 billion (RMB 7,500,000,000.00) and a term of THREE (3) years within the territory of China in accordance with the approval from the State Council.

  7. For the purposes of this Agreement, the Loan means Class B Loan. THEREFORE, the Parties have reached the following Agreement:

  ARTICLE ONE TERMS AND DEFINITIONS第一条 术语和定义

  1.1 In this Agreement, unless the context otherwise requires, the following terms have the following meanings:

  1) "Loan Arrangement" means the Renminbi-denominated syndicated loans provided in accordance with this Agreement;

  2) "Term" means the term of the loan set out in accordance with Article 2.3 herein;

  3) "Effective Term of the Loan Agreement" means the period from the effective date (including the effective date) to the date (including any Extensions) when the total amount of the Loan (including the total interest and fees) set out in the Loan Agreement herein has been repaid to the Lending Banks;

  4) "This Agreement" means this Syndicated Loan Agreement and its Schedules, as well as any modifications, edits, and amendments to this Syndicated Loan Agreement;

  5) "Loan" means the loan arranged in accordance with the Loan Arrangement set out in this Agreement;

  6) "Security" means any guarantee, undertaking, security, pledge, lien, setting creditor's right, hypothecation or any other arrangement of security interest.

  7) "Member Banks" mean banks that have committed to provide loans in accordance with this Agreement.

  8) "Lending Banks" mean banks that provide loans in accordance with this Agreement.

  9) "Guarantors" mean companies or institutions that provide guarantee for the Borrower.

  10) "Letter of Guarantee" means the letter of guarantee issued by guarantors in the form set out in Schedule Seven herein;

  11) "Overseas Financing" means equity financing and debt financing conducted in Hong Kong, U.S. and other places by China Mobile (Hong Kong) Limited in an effort to complete the acquisition transaction;

  12) "Bank Business Day" means a day (other than China's legal non-business days and legal holidays) on which banks in Beijing are open for general banking business;

  13) "Drawdown Date" means a Bank Business Day on which the Loan is drawn by the Borrower in accordance with Article 3 herein;

  14) "Repayment Date" means the third anniversary of the Drawdown Date, and the Repayment Date shall fall on a Bank Business Day (and in case of a non-Bank Business Day, it shall postpone accordingly to fall on the next Bank Business Day);

  15) "Prepayment Date" means the prepayment date set out in the Prepayment Notice, and the Prepayment Date shall fall on a Bank Business Day;

  16) "Extension Repayment Date" means the extension repayment date approved at the syndicate meeting upon receiving an Extension Application from the Borrower, the Extension Repayment Date shall fall on a Bank Business Day;

  17) "Drawdown Period" means the drawdown period set out in Article 3.1 herein;

  18) "Interest Calculation Period" means the interest calculation period set out in Article 6.3 herein;

  19) "Interest Payment Date" means the Bank Business Day set out in Article 6.3 herein;

  20) "Advancement" means the principal amount of the Loan provided by Lending Banks through the Agency Bank to the Borrower when the Borrower draws any Loan in accordance with Article 3 herein;

  21) "Event of Default" means any event defined as an Event of Default and/or Event of Cross-Default in Article 14 herein;

  22) "Anticipatory Event of Default" means any event that will become an Event of Default upon the issuance of the notice and/or lapse of time and any event defined as such in Article 14.3 herein;

  23) "Agency Bank" means Construction Bank of China, Shenzhen Branch;

  24) "Loan Documents" mean this Agreement and any other documents executed for the performance of this Agreement;

  25) "Drawdown Notice" means the drawdown notice in the form set out in Schedule Three herein;

  26) "Prepayment Notice" means the prepayment notice in the form set out in Schedule Four herein;

  27) "Repayment Notice" means the repayment notice in the form set out in Schedule Six herein;

  28) "Extension Application" means the extension application in the form set out in Schedule Eight herein;

  29) "Interest Payment Notice" means the interest payment notice in the form set out in Schedule Ten herein;

  30) "Tax" means any present or future tax, charge, compulsory charge, deduction and withholding of every kinds, and any related interest or penalty on the tax levied or imposed by the Central Government of the People's Republic of China and/or local tax authorities, or other agencies;

  31) "Acquisition Transaction" means the acquisition by China Mobile (Hong Kong) Limited of the equity interest of the Seven BV Subsidiaries held by China Mobile BVI; and

  32) "Insurance" means various insurances required to be purchased by relevant laws or regulations, competent authorities of the industry, or compulsory insurances of the industry.

  1.2 In this Agreement, unless the context otherwise requires, (1) this Agreement includes the amendment or supplementary documents of this Agreement or any Loan Documents; (2) Articles, Sections, and Schedules refer to Articles, Sections, and Schedules of this Agreement; and (3) the table of contents and headings of Articles of this Agreement are for convenience of reference and do not constitute interpretation of this Agreement, and they do not impose any limitations upon the content and its respective scope under the titles.

  ARTICLE TWO LOAN ARRANGEMENT第2条 贷款安排

  2.1 Principal Amount of the Loan Subject to the observation of the terms and conditions set out in this Agreement and the performance of all the conditions precedent to theDrawdown by the Borrower, the Lending Banks agree to provide the Borrower with a loan, the principal amount of which shall not exceed RMB 7.5 billion (RMB 7,500,000,000.00).

  2.2 Purpose of the Loan

  The Loan is to be used for the sole purpose as follows: as part of the cash consideration to be paid in connection with the acquisition by China Mobile (Hong Kong) Limited of the equity interest of the Seven BVI Subsidiaries from China Mobile BVI, the Borrower, entrusted by China Mobile (Hong Kong) Limited, directly pays the amount to CMCC designated by China Mobile BVI.

  2.3 Term

  The term of the Loan is THREE (3) years, from the first Drawdown Date to the day immediately preceding the THIRD (3rd) anniversary of such first Drawdown Date (In case it falls on a Non-Bank Business Day, it shall be postponed to the next Bank Business Day).

  ARTICLE THREE DRAWDOWN第3条 提款

  3.1 Drawdown Period

  The Drawdown Period shall begin on the effective date herein and end on the earlier of (a) the day immediately preceding the first anniversary of the effective date, and (b) the date when the total principal amount of the Loan has been withdrawn.

  3.2 Conditions Precedent to the First Drawdown

  When and until all the following conditions are met, the Lending Banks willbe obliged to make the Loan available to the Borrower, and the Borrower may submit to the Agency Bank a Drawdown Notice:

  1) All following documents have been provided to the Agency Bank:

  i. About the Borrower

  a) The Borrower's articles of association;

  b) The approval certificate for the establishment of a wholly foreign-owned enterprise issued by the competent authorities of trade and economic cooperation;

  c) The Borrower's currently valid business license (counterpart) issued by the State Administration of Industry and Commerce;

  d) The Borrower's tax registration certificate (counterpart);

  e) The Borrower's foreign exchange registration certificate;

  f) The resolution approved by the Borrower's board of directors on the following issues: borrowing the loan in accordance with the provisions of this Agreement and authorizing one or more persons to execute this Agreement, any other relevant Loan Documents and all Drawdown Notices as well as other documents to be executed in relation to this Agreement, and the signature samples of such persons;

  g) The presentation and relevant proof documents produced by the Borrower with regard to the security interest of any kind set upon its assets and/or any contingent liabilities of any kind assumed by the Borrower prior to the execution date of this Agreement; and

  h) The approval documents of the State Council for the payment of the purchase price of the acquisition by the Borrower on behalf of China Mobile (Hong Kong) Limited and for the Loan Arrangement;

  ii. About the Guarantors

  a) Each Guarantor' articles of association;

  b) The approval certificates for the establishment of a wholly foreign-owned enterprise issued to each of the Guarantors by the competent authorities of trade and economic cooperation;

  c) Each Guarantor' currently valid business license (counterpart) issued by the State Administration of Industry and Commerce;

  d) Each Guarantor' tax registration certificate (counterpart);

  e) Each Guarantor' foreign exchange registration certificate;

  f) The resolutions approved by each Guarantor' boards of directors on the following issues: providing guarantee in accordance with the provisions of this Agreement and/or the Letter of Guarantee and authorizing one or more persons to execute this Agreement and/or the Letter of Guarantee; and the signature samples of such persons;

  g) The presentation and relevant proof documents produced by each Guarantor with regard to the security interest of any kind with a total amount exceeding RMB100 million imposed upon its assets and/or any contingent liabilities of any kind assumed by it prior to the execution date of this Agreement;

  h) The certificate executed by the legal representative of each Guarantor certifying that on and prior to the Drawdown Date, no Event of Defaults have taken place on the part of each Guarantor, and the statement that all the representations, statements, warranties, and covenants made by it in this Agreement and/or Letter of Guarantee are true and accurate; and

  i) The originals of the Letter of Guarantee, which have been duly executed and effective, is in accordance with in the form set out in Schedule Seven herein;

  iii. Other Documents

  a) The confirmation letter produced by the chairman of the board of directors of China Mobile (Hong Kong) Limited on behalf of the board of directors approving the Syndicate Loan Arrangement under this Agreement and consenting to the Guarantee Arrangement under this Agreement;

  b) The Legal Opinion produced by Chinese lawyer of the Lending Banks in the form set out in Schedule Twelve herein; and

  c) The Legal Opinion produced by Chinese lawyer of the Borrower and Guarantors in the form set out in Schedule Eleven herein;

  Upon receiving all the documents on the aforesaid Conditions Precedent to the Drawdown, the Agency Bank shall deliver on a timely basis to the Lending Banks a written notice confirming the

  completeness of the documents on the Conditions Precedent to the first Drawdown;

  2) No Event of Default or Anticipatory Event of Default has occurred on the part of the Borrower or Guarantor; and

  3) All the fees and charges set out in Article 8 herein have been paid in full.

  3.3 Conditions Precedent to Follow-on Drawdown

  After the first Drawdown, the following conditions precedent shall be met before the Borrower submits to the Agency Bank a Drawdown Notice and makes another Drawdown:

  1) The Borrower delivers to the Agency Bank a written confirmation, stating that on the date when the Drawdown Notice for the follow-on Drawdown is submitted and on the corresponding follow-on Drawdown Date, the circumstances specified in Section 2) of Article

  3.4 herein are true, and the loan withdrawn has been used in strict accordance with the stipulations herein;

  2) Each Guarantor individually confirms that on the date when the Drawdown Notice for the follow-on Drawdown is submitted and on the corresponding follow-on Drawdown Date, there is no materially adverse change in the guarantee qualifications, guarantee capacity, and all other conditions of such Guarantor under this Agreement and Letter of Guarantee from the effective date of the Letter of Guarantee to such follow-on Drawdown Date, and such Guarantee continues to comply with Chinese laws and regulations with regard to stipulations on the guarantors' qualifications.

  3.4 Relevant Requirements on the Drawdown

  The Drawdown shall meet the following requirements regardless it is the first or follow-on Drawdown:

  1) The Borrower shall submit to the Agency Bank, SEVEN (7) Bank Business Days in advance, an irrevocable Drawdown Notice in the form set out in Schedule Three herein and shall withdraw the amount of the Loan specified in such Drawdown Notice on the Drawdown Date, which shall fall on a Bank Business Day set out in such Drawdown Notice;

  2) Meantime, the Borrower shall submit to the Agency Bank a statement executed by the Borrower's legal representative or authorized signer certifying that on and prior to the Drawdown Date, (1) no Event of Defaults or Anticipatory Event of Defaults have taken place on the part of the Borrower; (2) all the representations, warranties, and covenants made by the Borrower in this Agreement are true, accurate, and effective; and (3) all the documents on the Conditions Precedent to the Drawdown pursuant to Section 1) of Article 3.2 herein submitted by the Borrower to the Agency Bank shall still be true, accurate, and effective;

  3) The amount withdrawn each time shall not be less than RMB 2 billion (excluding the last Drawdown).

  After each Drawdown, the Advancement withdrawn constitutes debt of the Borrower owed to the Lending Banks.

  3.5 Irrevocability of the Drawdown Notice

  Unless the context herein otherwise requires, the Borrower shall make theDrawdown pursuant to the Drawdown Notice. In case that the Borrower fails to make the Drawdown pursuant to the Drawdown Notice, the Borrower shall, upon requirement from the Agency Bank, compensate the

  Agency Bank and all other Lending Banks for their respective actual financing cost.

  3.6 The Total Amount of the Advancement

  The total amount of the Advancement shall not exceed the total amount ofthe Loan Arrangement pursuant to this Agreement. Such total amount shall only be withdrawn by the Borrower during the Drawdown Period. In case that the Borrower fails to withdraw the total amount of the Loan within the Drawdown Period, such unclaimed portion of the Loan shall not

  be withdrawn after the Drawdown Period expires, unless the Borrower, through the Agency Bank, and the Lending Banks enter into a written agreement on an Extension of the Drawdown Period.

  3.7 Account Entering Time of the Advancement

  The total amount of the Advancement withdrawn by the Borrower shall beremitted to the Borrower's Renminbi-denominated current account opened at the Agency Bank not later than Twelve (12:00) o'clock (Beijing Time) at noon on the Drawdown Date.

  ARTICLE FOUR GUARANTEE第4条 担保

  4.1 The Producing of Letters of Guarantee

  The Guarantors have reached agreement with the Borrower and the Guarantors agree that concurrently with the execution of this Agreement, each of the Guarantors will produce a Letter of Guarantee in favor of the Lending Banks in the form of Schedule Seven herein to guarantee the Loan provided by the Lending Banks pursuant to this Agreement shall be repaid in full pursuant to the provisions of this Agreement.

  4.2 Obligations of the Guarantors

  The liabilities and obligations of the Guarantors are joint and several. Any Guarantor assumes joint liability with respect to the obligations and liabilities of another and/or other Guarantor(s). One Guarantor's failure in performing the obligations under this Agreement or any other Loan Documents shall not affect the obligations that shall be assumed by any other Guarantors. In case that the Borrower cannot repay the Loan in full pursuant to the provisions herein on schedule, the Guarantors shall make the repayment pursuant to the Repayment Notice delivered to any of theGuarantors by the Lending Banks through the Agency Bank, and meantime the Guarantors shall give up the demurrer that the Agency Bank shall first deliver a Repayment Notice to the Borrower.

  ARTICLE FIVE REPAYMENT, PREPAYMENT, EXTENSION

  第5条 还款、提前还款、延期

  5.1 Repayment Schedule

  The balance of the Loan under this Agreement shall be repaid in full on Repayment Date in one lump sum by the Borrower to the Lending Banks through the Agency Bank.

  5.2 Repayment Notice

  The Agency Bank shall, FIFTEEN (15) Bank Business Days prior to the Repayment Date, deliver the Repayment Notice to the Borrower to remind the Borrower of repaying the loan on schedule. However, in case the Agency Bank fails to deliver the Repayment Notice to the Borrower pursuant to this clause, the Borrower's liabilities, including the liability to compensate the Lending Banks, resulting from the failure to make the repayment on schedule in violation of the provisions herein shall not be absolved.

  5.3 Account Entry of the Repayment Sum

  The Borrower shall remit all balance of the Loan at maturity to the Borrower's Renminbi-denominated current account opened at the Agency Bank not later than Twelve (12:00) o'clock (Beijing Time) at noon on the Repayment Date pursuant to the terms under this Agreement.

  5.4 Prepayment

  During the effective term of the Loan Agreement, the Borrower may repay prior to its maturity all or part of the Loan on any Bank Business Day within the Term pursuant to Article 5.3 herein, and pay the due interest outstanding accrued on such repaid amount over the period ending on such Prepayment Date subject to the following provisions:

  1) The principal amount repaid prior to its maturity shall not be less than RMB 100 million (RMB 100,000,000.00), and the due interest outstanding accrued on such repaid amount over the period ending on such Prepayment Date shall be paid at the same time;

  2) The Borrower has submitted to the Agency Bank, at least THIRTY (30) days in advance, a Prepayment Notice, detailing the principal amount to be repaid prior to its maturity and the Repayment Date; the Agency Bank shall, within FIFTEEN (15) days upon receiving such Prepayment Notice from the Borrower, make a reply, which shall specify the due interest outstanding accrued on the advanced repayment amount over the period ending on such Prepayment Date; in case that the Borrower does not receive such reply from the Agency Bank, it shall be regarded that the Lending Banks agree to this advanced repayment, and the Borrower may repay the principal amount of this repayment on the Prepayment Date, while the due interest outstanding accrued on such repaid principal amount shall be paid on a timely basis upon instruction of the Lending Banks. However, the due and unpaid interest accrued over the period from the Prepayment Date to the day on which such interest is paid in full shall not accrue any interest;

  3) All other due and payable sums of money until such Prepayment Date herein have been paid;

  4) Any Prepayment Notice submitted by the Borrower pursuant to any stipulations of this Agreement shall be irrevocable, and the Borrower shall make the advanced repayment in accordance with such Prepayment Notice. The Borrower shall only repay the Loan or any other amount prior to its maturity in accordance with the terms and conditions stipulated herein. The advanced repayment amount under this Agreement shall not be re-borrowed; and

  5) In case that the Borrower repays the Loan or any other amount prior to its maturity pursuant to the stipulations herein, it shall, when making the advanced repayment, also pay the Lending Banks all the due and unpaid interest accrued over a period ending on the Prepayment Date as well as all other costs payable by the Borrower under this Agreement.

  5.5 Extension

  1) The Loan under this Agreement, upon the satisfaction of the following conditions, may be extended:

  i. The representations and warranties listed in Article 11 herein and the covenants listed in Article 12 herein remain true and accurate in light of the then existing facts and circumstances;

  ii. There is no Event of Default or Anticipatory Event of Default that has not been cured or corrected until the day when the Extension Application is submitted; and

  iii. During the period from the execution of the Letter of Guarantee to the day when the Extension Application is submitted, the guarantee qualifications, guarantee capacity, and all other conditions of the Guarantors under this Agreement and Letter of Guarantee have not experienced any material adverse changes, the Guarantors still comply with Chinese laws and regulations with regard to stipulations on the guarantors' qualifications, and during the proposed Extension, the Guarantors shall continue to maintain such lawful and good conditions.

  The amount of Loan to be extended in the Extension Application shall not exceed the balance of the Loan. In accordance with Article 12 of the General Rules for Providing Loans, the aggregated term of the Extension under this Agreement shall not exceed EIGHTEEN (18) months;

  2) In case the Borrower requires an Extension, it shall, THIRTY (30) Bank Business Days prior to the Repayment Date, submit to the Agency Bank an Extension Application in the form set out in Schedule Eight herein;

  3) Upon receiving the Extension Application, the Agency Bank shall immediately notify the Lending Banks, which shall make extension arrangements pursuant to Section 4) of Article 10.7 herein. If an Extension is accepted, the Agency Bank shall, FIFTEEN (15) Bank Business Days prior to the Repayment Date, make an Extension Reply to the Borrower in the form set out in Schedule Nine herein;

  4) The Borrower's extension arrangements shall be guaranteed by the Guarantors executing this Agreement; in case that the Borrower proposes to make extension arrangements and makes Extension Application to the Agency Bank while the Agency Bank considers that the Guarantors executing this Agreement are no longer qualified to provide guarantee, the Borrower shall arrange other guarantors to provide guarantee for the Borrower's extension arrangements;

  5) The Guarantors under this Agreement hereby agree that when the Borrower makes an Extension Application, only the Borrower shall notify the Guarantors about such extension arrangements and the Guarantors shall sign and stamp on the Extension Application to confirm their consent to the extension arrangements. Once the Agency Bank agrees to the Borrower's Extension Application and begins the extension arrangement, the Guarantors' guarantee liabilities or obligations will continue to be applicable to the Loan of the Extension. The validity of the extension arrangement does not depend on the further consent by the Guarantors to the extension arrangements, and the stipulations of this Section shall constitute a waiver of the Guarantors' right of consent to future extension arrangements;

  6) Regarding the interest rate of the Extension, the Parties agree that in case that the combined Extension period and the original Term reach a new interest rate period level, the lending rate of the extension arrangement shall, beginning from the Extension Date, be determined, pursuant to the new level with the first day of the Extension as a base date, at 10% below the base lending rate of the same level for financial institutions as announced by the People's Bank of China (PBOC).

  ARTICLE SIX INTEREST第6条 利息

  6.1 The Borrower shall pay, through the Agency Bank, the Lending Banks the interest of the loan pursuant to the following provisions.

  6.2 The lending rate is determined annually pursuant the Term stipulated in Article 2.3 herein, at 10% below the base lending rate of the same level for financial institutions on the effective date of this Agreement asannounced by the PBOC. Upon the anniversary of the first Drawdown Date, the rate is then determined at 10% below the then base lending rate of the same level for financial institutions announced by the PBOC. In case that between any two base dates, the PBOC adjusts the interest rate level for the corresponding period, the lending rate for the Loan under thisAgreement will not be adjusted no matter whether the amount is drawn in a lump sum or in installment.

  6.3 Interest accrues on the Loan from and including the day on which the Loan is transmitted to the Borrower's Renminbi-denominated account opened at the Agency Bank, to but excluding the Repayment Date. The interest of the withdrawn and unrepaid principal of the loan is calculated

  on the basis of the actual days and is settled on a quarterly basis. The fixed Interest Payment Date falls on the TWENTIETH (20) day in the last month of a quarter, namely March 20th, June 20th, September 20th, and December 20th. In case that it falls on a Non-Bank Business Day, it shall

  be postponed to fall on the next Bank Business Day. The method of lending interest calculation is as follows: Interest of the Loan = withdrawn and unrepaid principal x actual days of borrowing the loan x annual interest rate / 360

  6.4 The Agency Bank shall, FIFTEEN (15) Bank Business Days prior to the Interest Payment Date, deliver an Interest Payment Notice in the form setout in Schedule Ten herein to confirm the due and payable interest amount. However, in case the Agency Bank fails to deliver the Interest Payment Notice to the Borrower pursuant to this clause, the Borrower's liabilities, including the liability to compensate the Lending Banks, resulting from the failure to pay the interest on schedule in violation of the provisions herein shall not be absolved.

  6.5 Upon the repayment of the principal amount of the Loan under this Agreement, the due and outstanding interest accrued on such principal amount shall be settled in a lump sum along with the principal amount.

  ARTICLE SEVEN TAX第7条 税务

  7.1 The Borrower shall, through the Agency Bank, pay the Lending Banks in full the entire sum payable under this Agreement, and shall not deduct from or counterclaim for it, and shall pay and settle any relevant taxes. In case that any laws, regulations, or statutes require that any sum from the amount to be paid to the Agency Bank by the borrower shall be deducted or withheld, the Borrower shall pay the additional sum along with the amount so that the total amount the Agency Bank receives equals to the total amount without and before any deductions and withholdings.

  7.2 In accordance with the provisions of the Interim Regulations of the People's Republic of China on Stamp Tax, the Lending Banks, being one Party to this Agreement, and the Borrower, being the other Party, shall each pay a stamp tax at the rate of 0.005 percent.

  ARTICLE EIGHT FEES AND EXPENSES第8条 费用与开支

  8.1 The Borrower, the Agency Bank and the Lending Banks agree that the Borrower shall pay a one-time fee to the Lending Banks, including the lawyer fees which shall be borne by the Borrower and the travel expenses, documentation expenses, and communication expenses incurred by the Joint Lead Managers to form the bank syndicate. Such fee shall be paid within TEN (10) Bank Business Days after the execution of this Agreement. Apart from such fee, the Borrower shall not be liable to bear any other fees of the Joint Lead Managers, the Agency Bank and/or the Lending Banks.

  ARTICLE NINE PAYMENT AND PROOF OF DEBT第9条 付款和债务证明

  9.1 The Agency Bank shall, pursuant to the stipulations herein, remit the withdrawn amount to the Borrower's Renminbi-denominated current account opened at the Agency Bank not later than Twelve (12:00) o'clock (Beijing Time) at noon on the Drawdown Date.

  9.2 All sums payable by the Borrower under this Agreement shall be paid to the Agency Bank by the Borrower on a timely basis. In case that any sum the Agency Bank receives is less than the due and payable amount, the Agency Bank shall distribute it in accordance with the following order:

  In addition, the Agency Bank has the right to classify and transfer any other sums received from the Borrower (excluding the foreign exchange amount in the Borrower's capital account) as sums owed under this Agreement in a manner it deems appropriate.

  9.3 All sums payable to the Lending Banks pursuant to this Agreement shall be remitted to the account (designated by the Agency Bank) by the Borrower in accordance with the Agency Bank's notice. When the sum has been remitted to the designated account, the payment shall be deemed to be completed.

  9.4 The Lending Banks jointly entrust the Agency Bank with the duty of recording the principal, interest, fee, and any other sums owed by the Borrower under the Loan Arrangement herein into the Agency Bank's internal account book. The aforesaid record as well as bills and receipts produced and kept by the Agency Bank during the normal business course when the Borrower makes withdrawal, repayment, and interest payment are deemed as valid proof of creditor's rights and proof of debt among the Lending Banks, the Agency Bank, and the Borrower.





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