Lincoln Floorplanning Co., Inc.: Exhibit 10.6 - Filed by newsfilecorp.com






Exhibit 10.6


Loan Agreement


No.: 2809221E2115737


Lender (full name): Kaifeng Commercial Bank Songdu
Branch
Address: No.183, East Section, Ziyou Road, Kaifeng City 
Legal
representative: Hu Baohong 
Telephone: 5960633 
Authorized representative:
Guo Bin 
Telephone: 5960933 


Borrower (full name): Henan Desheng Boiler Installation Co.,
Ltd
Address: Gongyuan Road, Kaifeng City
Legal representative: Hao Yukai

Telephone: 2996106 


Signing address: No. 183, East Section, Ziyou Road, Kaifeng
City




     This agreement is hereby signed
after bilateral agree in accordance with the Contract Law of the People's
Republic of China. 

Part I. Loan

1. Loan kind: short-term current capital loan
2. Loan use:
purchasing refractory materials
3. Loan amount (in words): RMB Two Million
Only
4. Borrow and repay 


1) Loan term, amount and interest rate:


	Borrowing date 	  	  	Agreed repaying date 	  	Interest 
	Year 	Month 	Date 	Amount 	Year 	Month 	Date 	Amount 	rate 
	  	  	  	  	  	  	  	  	(monthly) 
	2009 	11 	16 	2,000,000 	2010 	10 	30 	2,000,000 	9.1125‰ 
	  	  	  	  	  	  	  	  	‰ 
	  	  	  	  	  	  	  	  	‰ 
	  	  	  	  	  	  	  	  	‰ 



    (Note: added attachment resulting from shortage in the table is
component of the agreement.) 

    2) Records in loan note shall prevail in
case of any unconformity on loan amount, borrowing date, interest rate and
agreed repaying date in the agreement and loan note, which shall be regarded
as part of agreement and have the same force of law.

    5. Interest rate and
interest settlement 

    1) In terms of PBC’s regulations, both parties agreed
the following type to implement interest rate: 

    Increase PBC’s regulated
basic interest rate by 50%, that is, monthly interest rate 6.6375 ‰. The
interest shall be calculated since loan lending date and charged monthly.

    2)
Before the loan is kept in account, in case of PBC’s adjustment of interest
rate, new basic rate or changed rate shall prevail. But the changed level
shall be carried out in terms of article 1).

    3) Fixed interest rate shall
prevail regarding loan term within one year (including one year).










   
4) Regarding loan term above one year, the PBC’s new interest rate shall prevail on
January 1st next year subject to regulation of article 1), and lender is unnecessary to
inform borrower. But not include special agreement between both parties.



   
5) Regarding loan term extension, level of interest rate in respect of extended term
shall prevail in accordance with regulation of article 1).



   
6) Borrower’s repayment prior to maturity shall be subject to consents of lender who
has rights to require the same interest rate as that subject to loan term agreed in the
agreement.



   
Part II. Only with following preconditions satisfied, or else, lender has rights to
reject the offer of loan.



   
1. The borrower shall have basic account opened at lender’s, via which the loan and
relevant settlement and deposit shall be handled.



   
2. Regarding mortgage or pledge guarantee pertinent to loan, legal procedures such
as registration and insurance shall be settled subject to lender’s requirements and they are
lastingly valid. In case tat the loan is guaranteed under guaranty, the guaranty contract
shall have been signed.



   
Part III. Lender’s rights and responsibilities



   
1. The lender has rights to get familiar with borrower’s states of business operation,
materials and storage, loan utilization, etc. and require the borrower’s periodic
submission of financial statements, materials and information.



   
2. In case of borrower’s any disadvantageous behavior or condition that has
adequate impact on loan’s security, the lender may stop lending or call in the loan ahead
of schedule.   




   
3. When calling in, in terms of agreement or ahead of schedule, the loan, interest,
default interest, compound interest or other payable expenses, lender can directly collect
them from borrower’s any account.



   
4. Regarding borrower’s inadequate repayment, lender can take it as repayment of
loan, interest, default interest, compound interest or expenses.



   
5. Lender can announce borrower’s breach of agreement in case of any
nonperformance of repayment.



   
6. Lender shall offer loan in terms of the agreement and loan note.













   
Part IV. Borrower’s rights and responsibilities




   
1. Borrower has rights to get the loan in terms of the agreement and loan note.




   
2. Borrower shall pay interest on interest settlement date.   




   
3. Repay loan and interest on schedule. Regarding extension, borrower shall apply in
written 15 days ahead of maturity. Lender has rights to decide whether the loan can be
extended. And the extension agreement shall be signed subject to lender’s consents.



   
4. Borrower shall utilize the loan in terms of agreement, without diverting it.



   
5. Submit real, complete and valid financial statements and other relevant materials
and information and provide active coordination to lender’s inspection on business and
finance and loan utilization.



   
6. Regarding any act such as contracting, tenancy, shareholding reform, affiliation,
merging, annexing, schism, joint venture, assets transfer, suspending business, filing an
application for dissolution and voluntary bankruptcy that impact on variation of loan or
accomplishment of loan repayment, borrower shall in advance notify lender in written.
Only with lender’s consents and after definite loan repaying responsibilities or repaying
loan prior to schedule, or else, the above-mentioned acts cannot be carried out.



   
7. In case of any act besides the above, such as shutout, stoppage, cancellation of
registration, cancellation of business license, legal representative or core person’s
violation of law or involution into lawsuit or arbitration, business difficulties, financial
worsening and so on that have large disadvantageous impact on loan repayment, lender
shall be notified in written and guaranteeing measures approved by lender shall be
worked out.



   
8. In case that borrower provides guaranty for others’ debt or mortgages or pledges
his main assets to the third party, which may impact on his repayment of loan in the
agreement, these shall be notified to lender in written and get lender’s consents.



   
9. Borrower and his investors shall not draw out capital illegally, transfer assets or
transfer shares to escape from his debt.



   
10. Borrower shall duly notify in written the variation of name, legal representative,
address, business scope, etc.



   
11. Borrower shall duly provide lender other guaranteeing measures in case of any
following condition of agreement guarantor: shutout, stoppage, cancellation of
registration, cancellation of business license, bankruptcy, operating loss, partial or
complete loss of guaranteeing capacity, or reduced value of guaranty or mortgage right.











    12. Borrower shall undertake all costs of law service, insurance, transport,
assessment, registration, keeping, verification and notarization and so on.



    13. Borrower’s signing the agreement has been authorized by general meeting of
shareholders, meeting of directors, or relevant predominant authority without any
violation of law, regulation or articles of incorporation. In case that the agreement is 

signed with violation of articles of incorporation or other regulations, borrower shall
assume the full responsibilities, and this shall not be against implementation of
responsibilities subject to agreement.



    Part V. Responsibility of breach of agreement




   
1. In case that the borrower cannot repay the loan on schedule, the lender can
increase the interest rate since the date of delay by fifty percent (in words) as default
interest till the capital and interest completely repaid. During the delay, in case that the
PBC increases the basic loan interest rate, the default interest rate shall be accordingly
increased at the same time.



    2. In case that the borrower uses the loan with breach of the agreement, the lender
can increase the interest rate since the date of breach by one hundred percent (in words)
as default interest till the capital and interest completely repaid. During the delay, in case
that the PBC increases the basic loan interest rate, the default interest rate shall be
accordingly increased at the same time.



    3. In case that the borrower does not pay the interest in terms of the agreement,
lender can require compound interest to the due interest in terms of PBC’s relevant
regulations.



    4. Regarding any breach of agreement, the lender has rights to require the borrower
to correct it during a limit term, to stop lending loan or to withdraw loan prior to maturity;
the lender also has rights to announce the immediate maturity of loan subject to any other
loan agreements signed between borrower and lender, or to adopt capital guaranteeing
measures.













    5. In case that any guarantor violate the guaranty agreement, the lender has rights to
stop lending new loan, to withdraw loan prior to maturity or to adopt capital guaranteeing
measures.



    6. In case that the lender adopts lawsuit or arbitration to get back loan due to
borrower’s violation of agreement, borrower shall undertake all legal fees, travel charges
and other expenses.



   
Part VI. Loan guaranty



   
Loan guaranty subject to this agreement is mortgage, and the guaranty agreement
shall be signed additionally with No. 2809221E2115737. But for maximum amount
guaranty, the guaranty agreement No. shall be 1407161E5111403.



    Part VII. Solution of argument



   
In case of any argument, negotiation can be carried out between both parties to solve.
Or, any party can lodge a complaint to the local court of borrower’s location. During the
lawsuit, the agreement’s articles without argument shall be still implemented.



   
Part VIII. Other




   
Part IX. Agreement’s entry into force




   
The agreement shall come into force since the signing date.




   
Part X. The agreement is in , both parties,guarantor and relevant registration
institution hold individually with same effect.




   
Special notes: lender has required borrower to make complete and accurate
understanding of all articles of the agreement and has made explanation on relevant
articles subject to borrower’s requirements. Both parties signing the agreement have same
understanding of agreement’s contents.



Borrower: Henan Desheng Boiler Installation Co., Ltd (seal) 

Legal representative or authorized representative: Hao Yukai (signature and seal)




Lender: Kaifeng Commercial Bank Songdu Branch

Legal representative or authorized representative: Hu Baohong (signature and seal)


Signing date: Nov 16, 2009