EX-4.9 Loan Agreement





Exhibit 4.9




ZHOU XIN




and




SHANGHAI TIAN ZHUO ADVERTISING CO., LTD.




 





LOAN AGREEMENT




 





April 1, 2008



 


 









 





Loan Agreement



This Loan Agreement (hereinafter, this “Agreement”) is entered into in Shanghai as of April 1, 2008
by and between the following Parties:





	1.	 	Shanghai Tian Zhuo Advertising Co., Ltd., a limited liability enterprise incorporated in
accordance with the PRC laws, with its legal address at Room 201, Building 2, No. 38 Haiguang
Road, Shanyang Town, Jinshan District, Shanghai (the “Borrower”).







	2.	 	Zhou Xin, a PRC
citizen (identity card number:       ; with his domicile at          ) (the “Lender”)






(In this Agreement, each of the above parties shall be hereinafter referred to individually as a
“Party” and collectively as the “Parties”.)



Whereas:





	1.	 	The Lender is the sole existing shareholder of the Borrower. The Borrower hereby seeks
capital support from the Lender for the Borrower’s proposed capital increase in Shanghai Run
Dao Culture Co., Ltd. (“Run Dao”) and the purchase from Run Dao of the advertising release
right.







	2.	 	In order to define the rights and obligations of the Borrower and the Lender under relevant
loan arrangements, the Parties hereby agree as follows:






Article 1 Definitions





	1.1	 	In this Agreement:

	 
	 	 	“Loan” means the loan in Renminbi as provided in Article 2 hereof;

	 
	 	 	“Debt” means the amount of loan which has not been repaid;

	 
	 	 	“PRC” means the People’s Republic of China, for the purpose of this Agreement excluding
Hong Kong, Macau and Taiwan; and

	 
	 	 	“Repayment Notice” has the meaning as provided in Article 4.1.







	1.2	 	Any term referred to herein shall have the following meanings:

	 
	 	 	“Article” shall, unless the context otherwise requires, be construed
as a reference to a clause of this Agreement;





 


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	 	 	“Tax” shall be construed so as to include any tax, levy, impost, duty
or other charge of a similar nature (including, without limitation,
any penalty or interest payable in connection with any failure to pay
or any delay in paying any of the same); and

	 
	 	 	The “Lender” and the “Borrower” shall be construed so as to include
their successors and assignees as permitted by the Parties based on
their respective interests.







	1.3	 	Unless the context otherwise requires, any reference herein to this Agreement or any
agreement or document shall be construed as including this Agreement or, as the case may be,
such other agreement or document as may be from time to time, or have been amended, varied,
substituted or supplemented.







	1.4	 	The headings are for reference only.







	1.5	 	Unless the context otherwise requires, the plural form herein shall include the singular form
and vice versa.






Article 2 Amount and Interest Rate of Loan





	2.1	 	The Parties hereby agrees that the principal of the Loan provided to the Borrower by the
Lender hereunder amounts to seventy million Renminbi (RMB70,000,000).







	2.2	 	The interest rate of the Loan hereunder is null, i.e., no interest shall be collected.






Article 3 Use of Loan




The Borrower shall use the Loan hereunder only for capital increase in Run Dao and purchase of
advertising release right from Run Dao.



Article 4 Repayment





	4.1	 	The Lender may, at its sole discretion, deliver a repayment notice (“Repayment Notice”)
thirty (30) days in advance to the Borrower at any time demanding the Borrower to repay the
Debt in full or in part.







	4.2	 	The Borrower may at any time serve a repayment application (“Repayment Application”) thirty
(30) days in advance to the Lender applying for repayment of the Debt in full or in part.







	4.3	 	Upon the expiration of the thirty-day period provided for in the Repayment Notice, the
Borrower shall make repayment in cash, or in such other manner as
mutually agreed by the Parties at that time.





 


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Article 5 Taxes




All Taxes that may incur in connection with the Loan shall be borne by the Lender.



Article 6 Indemnification for Breach of Contract





	6.1	 	The Borrower undertakes to hold the Lender harmless and indemnify the Lender against any
actions, charges, claims, costs, damages, demands, expenses, liabilities, losses and
proceedings which the Lender may suffer or subject to as a result of any default by the
Borrower of its obligations hereunder.







	6.2	 	Notwithstanding any other provisions herein, the validity of this Article shall survive the
suspension or termination of this Agreement.






Article 7 Accounts and Debt Evidence




Each of the Parties shall maintain the accounts evidencing the extension or repayment of the Loan
pursuant to this Agreement. In any legal action or proceeding arising from or in connection with
this Agreement, the contents recorded in such accounts shall be the preliminary evidence to prove
whether the obligations assumed by each Party existed and to prove the amount involved.



Article 8 Confidentiality





	8.1	 	Regardless of the termination of this Agreement, the Borrower shall be obliged to keep in
confidence the following information (hereinafter collectively the “Confidential
Information”): (i) the execution, performance and the contents of this Agreement; (ii) the
business secret, proprietary information and etc. of the Lender known to or received by the
Borrower in connection with the execution and performance of this Agreement. The Borrower is
only entitled to use such Confidential Information for the performance of its obligations
hereunder. The Borrower shall not disclose the above Confidential Information to any third
party without the written permission of the Lender; otherwise it shall be liable to the
default liability and indemnify the losses.







	8.2	 	Upon termination of this Agreement, the Borrower shall, upon request by the Lender, return,
destroy or otherwise dispose of all the documents, materials or software containing the
Confidential Information and stop using such Confidential Information.







	8.3	 	Notwithstanding any other provisions herein, the validity of this Article shall survive the
suspension or termination of this Agreement.





 


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Article 9 Notices





	9.1	 	Any notice, request, demand and other correspondence required by or made in accordance with
this Agreement shall be in writing and delivered to the relevant Party.







	9.2	 	Any of the aforementioned notices or other correspondence shall be deemed to have been
delivered upon delivery when it is transmitted by facsimile or telex; or upon handover to the
receiver when it is delivered in person, or on the fifth (5) day after posting when it is
delivered by mail.






Article 10 Miscellaneous





	10.1	 	This Agreement is made in Chinese in two (2) originals with each Party hereto holding one.







	10.2	 	The execution, effectiveness, performance, amendment, interpretation and termination of this
Agreement shall be governed by PRC laws.







	10.3	 	Any dispute arising hereunder and in connection herewith shall be settled through
consultations between the Parties, and if no agreement regarding such dispute can be reached
within ten (10) days upon its occurrence, such dispute shall be submitted to the Shanghai
Sub-commission of China International Economic and Trade Arbitration Commission for
arbitration in Shanghai in accordance with the arbitration rules thereof, and the arbitration
award shall be final and binding on both Parties.







	10.4	 	Any rights, powers and remedies entitled to the Parties by any provisions herein shall not
preclude any other rights, powers and remedies entitled to such Party in accordance with the
laws and other provisions under this Agreement, and the exercise of its rights, powers and
remedies by a Party shall not preclude its exercise of its other rights, powers and remedies.







	10.5	 	No failure or delay by a Party to exercise any of its rights, powers and remedies hereunder
or in accordance with the laws (hereinafter, the “Rights”) shall be construed as a waiver of
such Rights, and the waiver of any single or partial Rights shall not preclude its exercise of
such Rights in any other way and its exercise of other Rights.







	10.6	 	The headings of each article herein are for reference only, and in no circumstances shall
such headings be used in or affect the interpretation of the provisions hereof.





 


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	10.7	 	Each provision contained herein shall be severable from and independent of other provisions,
and if at any time one or more articles herein are held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of other provisions herein shall not
be affected as a result thereof.







	10.8	 	Any amendments or supplements to this Agreement shall be in writing and shall become
effective upon the due execution by the Parties hereto.







	10.9	 	The Borrower shall not assign any of its rights and/or obligations hereunder to any third
party without the prior written consent from the Lender, and the Lender is entitled to assign
any of its rights and/or obligations hereunder to any of its designated third parties upon
notice to the other Party.







	10.10	 	This Agreement shall be binding on the legal successors of the Parties.






[The following is intentionally left blank]





 


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[Execution Page]




IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date and in the
place first set forth above.



Zhou Xin




	 	 	 	 	 
	Signature:

	 	/s/ Zhou Xin
 

	 	 






Shanghai Tian Zhuo Advertising Co., Ltd.

(Company chop)




	 	 	 	 	 
	Signature:

	 	/s/ Shanghai Tian Zhuo Advertising Co., Ltd.
	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Position:	 	 







 


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