automated-analytics/fin · Datasets at Hugging Face

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( l ) " Tranche A Shares " has the meaning as defined in the Subscription Agreement .

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( m ) " Tranche B Cash Payment " has the meaning as defined in the Subscription Agreement .

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( n ) " USD " means US dollars , the lawful currency of the United State of America .

( n ) " USD " means US dollars , the lawful currency of the <loc>United State of America</loc> .

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1 . 2 Other Terms Other terms may be defined elsewhere in the text of this Agreement and , unless otherwise indicated , shall have such meaning indicated throughout this Agreement .

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1 . 3 Headings Headings ( including those in brackets at the beginning of paragraphs ) are for convenience only and do not affect the interpretation of this Agreement .

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Article 2 Loan

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2 . 1 Loan Subject to Article 3 of this Agreement , the Company hereby undertakes to grant to the Borrower , and the Borrower agrees to borrow from the Company , a loan in an aggregate amount of no more than the USD equivalent to RMB 20 , 000 , 000 ( the " Loan "), in which the USD equivalent to RMB 14 , 613 , 000 shall be granted to Airland and the USD equivalent to RMB 5 , 387 , 000 shall be granted to Bizexpress .

2 . 1 Loan Subject to Article 3 of this Agreement , the Company hereby undertakes to grant to the <per>Borrower</per> , and the <per>Borrower</per> agrees to borrow from the Company , a loan in an aggregate amount of no more than the USD equivalent to RMB 20 , 000 , 000 ( the " Loan "), in which the USD equivalent to RMB 14 , 613 , 000 shall be granted to <org>Airland</org> and the USD equivalent to RMB 5 , 387 , 000 shall be granted to <org>Bizexpress</org> .

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2 . 2 Grant of the Loan

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( a ) The Borrower shall inform the Company in writing of account information on the date preceding the Funding Date .

( a ) The <per>Borrower</per> shall inform the Company in writing of account information on the date preceding the Funding Date .

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The Company shall remit the Loan to the Account if it receives the written account information .

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( b ) On the Funding Date , the Borrower shall issue a receipt to the Company evidencing that it has fully received the Loan .

( b ) On the Funding Date , the <per>Borrower</per> shall issue a receipt to the Company evidencing that it has fully received the Loan .

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( c ) The Loan shall be granted to the Borrower in USD .

( c ) The Loan shall be granted to the <per>Borrower</per> in USD .

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The exchange rate between USD and RMB shall be the exchange rate published by the People ' s Bank of China on the date preceding the Funding Date .

The exchange rate between USD and RMB shall be the exchange rate published by the People ' s <org>Bank of China</org> on the date preceding the Funding Date .

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2 . 3 Loan Interest The interest of the Loan ( the " Interest ") shall accrue on the outstanding balance of the Loan commencing from the Funding Date at an annual rate of 5 % calculated on a basis of a year of three hundred sixty five ( 365 ) days .

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2 . 4 Repayment of the Loan The Borrower shall fully repay the Loan and the accrued interest according to the following arrangement on the First Repayment Date and / or the Second Repayment Date :

2 . 4 Repayment of the Loan The <per>Borrower</per> shall fully repay the Loan and the accrued interest according to the following arrangement on the First Repayment Date and / or the Second Repayment Date :

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( a ) First Repayment

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( i ) The Borrower shall make the first repayment on the First Repayment Date ;

( i ) The <per>Borrower</per> shall make the first repayment on the First Repayment Date ;

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( ii ) On the First Repayment Date , the Company shall be entitled to offset the Tranche B Cash Payment with the Loan .

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If the Tranche B Cash Payment is equal to or more than the Loan ( including accrued interest ), the Borrower does not need to repay the Loan and the Loan shall be deemed as having been repaid in full ;

If the Tranche B Cash Payment is equal to or more than the Loan ( including accrued interest ), the <per>Borrower</per> does not need to repay the Loan and the Loan shall be deemed as having been repaid in full ;

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( iii ) If the Tranche B Cash Payment is less than the Loan ( including accrued interest ),

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the difference between the Loan ( including accrued interest ) and Tranche B Cash Payment (" Tranche B Repayment ") shall be repaid by the Borrower to the Company on the Second Repayment Date .

the difference between the Loan ( including accrued interest ) and Tranche B Cash Payment (" Tranche B Repayment ") shall be repaid by the <per>Borrower</per> to the Company on the Second Repayment Date .

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( b ) Second Repayment On the Second Repayment Date , the Borrower makes the second repayment , i . e .

( b ) Second Repayment On the Second Repayment Date , the <per>Borrower</per> makes the second repayment , i . e .

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repay all the outstanding balance of the Loan to the Company .

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Article 3 Security for the Loan

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3 . 1 Security for the Loan To secure the Loan provided by the Company to the Borrower , the Borrower agrees to pledge all the Tranche A Shares to the Company on the Funding Date as a security for the Loan and upon request by the Company , to sign all documents and take all actions necessary or appropriate to effect such pledge .

3 . 1 Security for the Loan To secure the Loan provided by the Company to the <per>Borrower</per> , the <per>Borrower</per> agrees to pledge all the Tranche A Shares to the Company on the Funding Date as a security for the Loan and upon request by the Company , to sign all documents and take all actions necessary or appropriate to effect such pledge .

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3 . 2 Discharge of Security for the Loan The pledge of the Tranche A Shares shall be fully discharged upon full repayment of the Loan and the accrued interest , upon which the Company agrees to sign all documents and take all actions necessary or appropriate to effect the discharge of the pledge .

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Article 4 Representations and Warranties by the Company The Company represents and warrants to the Borrower that each of the following representations is true and accurate and not misleading in any material respect on the date of this Agreement and will be true and accurate and not misleading in any material respect as at the Funding Date :

Article 4 Representations and Warranties by the Company The Company represents and warrants to the <per>Borrower</per> that each of the following representations is true and accurate and not misleading in any material respect on the date of this Agreement and will be true and accurate and not misleading in any material respect as at the Funding Date :

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4 . 1 Organization , Good Standing and Qualification It is duly organized , validly existing and in good standing under , and by virtue of , the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted .

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4 . 2 Power It has the power to execute and perform this Agreement and has obtained all necessary consents and authorizations to enable it to do so .

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4 . 3 Binding Obligation This Agreement constitutes a valid and binding obligation enforceable against it in accordance with its provisions .

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4 . 4 No Breach This Agreement does not conflict with or result in a breach of any obligation ( including any statutory , contractual or fiduciary obligation ) or constitute or result in any default under any provision of its constitution or any material provision of any agreement , deed , writ , order , injunction , judgment , law , rule or regulation to which it is a party or is subject or by which it is bound .

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Article 5 Representations and Warranties by the Borrower The Borrower represents and warrants to the Company that each of the following representations is true and accurate and not misleading in any material respect on the date of this Agreement and will be true and accurate and not misleading in any material respect as at the Funding Date and the Repayment Date :

Article 5 Representations and Warranties by the <per>Borrower</per> The <per>Borrower</per> represents and warrants to the Company that each of the following representations is true and accurate and not misleading in any material respect on the date of this Agreement and will be true and accurate and not misleading in any material respect as at the Funding Date and the Repayment Date :

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5 . 1 Organization , Good Standing and Qualification It is duly organized , validly existing and in good standing under , and by virtue of , the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted .

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5 . 2 Power It has the power to execute and perform this Agreement and has obtained all necessary consents and authorizations to enable it to do so .

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5 . 3 Binding Obligation This Agreement constitutes a valid and binding obligation enforceable against it in accordance with its provisions .

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5 . 4 No Breach This Agreement does not conflict with or result in a breach of any obligation ( including any statutory , contractual or fiduciary obligation ) or constitute or result in any default under any provision of its constitution or any material provision of any agreement , deed , writ , order , injunction , judgment , law , rule or regulation to which it is a party or is subject or by which it is bound .

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5 . 5 Compliance with Laws It is not required to obtain any consents or approvals from , or file a record with , any third party or government authority in connection with this Agreement and the Loan contemplated thereby .

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5 . 6 Solvency It is able to pay its debts as and when they fall due .

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Article 6 Confidentiality All Confidential Information exchanged between the Parties under this Agreement or during the negotiations preceding this Agreement is confidential to them and may not be disclosed to any person except :

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6 . 1 employees , legal advisers , auditors and other consultants of a Party or its affiliates requiring the information for the purpose of this Agreement ; 6 . 2 with the consent of the Party who supplied the information ; or

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6 . 3 if a Party is required to do so by law or a stock exchange .

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Article 7 Taxes and Expenses

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7 . 1 Taxes

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( a ) The Borrower shall bear any and all tax obligations arising from this Agreement and the Loan contemplated thereby in accordance with related laws and regulations ;

( a ) The <per>Borrower</per> shall bear any and all tax obligations arising from this Agreement and the Loan contemplated thereby in accordance with related laws and regulations ;

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( b ) If the Company is required to pay any tax by any law , regulation or government department due to this Agreement and the Loan contemplated thereby , such tax shall be borne by the Borrower .

( b ) If the Company is required to pay any tax by any law , regulation or government department due to this Agreement and the Loan contemplated thereby , such tax shall be borne by the <per>Borrower</per> .

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7 . 2 Expenses The Company and the Borrower shall pay their own legal and other costs and expenses in connection with the negotiation , preparation , execution and completion of this Agreement and other related documentation .

7 . 2 Expenses The Company and the <per>Borrower</per> shall pay their own legal and other costs and expenses in connection with the negotiation , preparation , execution and completion of this Agreement and other related documentation .

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Article 8 Succession and Assignment This Agreement shall bind upon the Parties and their respective successors and assignees .

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Without the prior written consent of the Company , the Borrower shall not transfer any of its rights or obligations under this Agreement .

Without the prior written consent of the Company , the <per>Borrower</per> shall not transfer any of its rights or obligations under this Agreement .

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Article 9 Notices Any notice required to be made or given by either Party pursuant to this Agreement shall be sent by hand delivery , registered mail ( postage prepaid ) ( if mailed to an overseas address , by airmail ) or fax to the address or fax number of the other Party as set forth herein or for the propose of notices , such other address or fax number as may be notified by the other Party in writing from time to time ( at least 5 business days in advance ).

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Such notice shall be deemed to be served on the recipient : if by hand delivery , at the time of delivery ; if by fax , at the time of sending ; if by registered mail ( postage prepaid ), 48 hours ( 72 hours if being airmailed overseas ) after posting .

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The following contents can fully prove the service of notice : if by hand delivery and registered mail ( postage prepaid ), address is correct , notice has been appropriately delivered , posted and ( as the case may be ) and notice has been appropriately received ; if by fax transmission , sending fax machine receives an acknowledgement message : If to the Company : Attn .

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: Sidney X . Huang Address : 3F , No . 8 Building , Zhongguancun Software Park , Beijing , China Fax : 86 ( 10 ) 8282 - 5058 If to Airland : Attn .

: <per>Sidney X . Huang</per> Address : <loc>3F</loc> , No . 8 Building , <loc>Zhongguancun Software Park</loc> , <loc>Beijing</loc> , <loc>China</loc> Fax : 86 ( 10 ) 8282 - 5058 If to <org>Airland</org> : Attn .

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: Zhang Jilun Address : Rm . 701 , 36 #, Lane 100 , Tianlin East Road , Shanghai Fax : 86 ( 10 ) 5424 - 8771 If to Bizexperss : Attn .

: <per>Zhang Jilun</per> Address : Rm . 701 , <loc>36</loc> #, <loc>Lane 100</loc> , <loc>Tianlin East Road</loc> , <loc>Shanghai</loc> Fax : 86 ( 10 ) 5424 - 8771 If to <org>Bizexperss</org> : Attn .

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: Shi Rongbin Address : Rm . 501 , 44 #, Lane 345 , Guidu Road , Shanghai Fax : 86 ( 10 ) 5424 - 8771 Article 10 Applicable Law and Dispute Resolution

: <per>Shi Rongbin</per> Address : Rm . 501 , <loc>44</loc> #, <loc>Lane 345</loc> , <loc>Guidu Road</loc> , <loc>Shanghai</loc> Fax : 86 ( 10 ) 5424 - 8771 Article 10 Applicable Law and Dispute Resolution

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10 . 1 Applicable Law This Agreement shall be governed by and construed by the laws of Hong Kong .

10 . 1 Applicable Law This Agreement shall be governed by and construed by the laws of <loc>Hong Kong</loc> .

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10 . 2 Dispute Resolution Any dispute or controversy arising from or in connection with this Agreement shall be resolved by the Parties through negotiations .

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In case no resolution can be reached within thirty ( 30 ) days after a Party makes a request for resolution , such Party may refer such dispute to Hong Kong International Arbitration Center for arbitration in accordance with its arbitration rules then in effect .

In case no resolution can be reached within thirty ( 30 ) days after a Party makes a request for resolution , such Party may refer such dispute to <org>Hong Kong International Arbitration Center</org> for arbitration in accordance with its arbitration rules then in effect .

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Arbitral award shall be final and binding upon the Parties .

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Article 11 Effectiveness This Agreement shall go into effect as of the date when it is signed by the duly authorized representatives of the Parties .

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IN WITNESS WHEREOF , the Parties hereto have caused this Loan Agreement to be executed by their duly authorized representatives as of the date first above written .

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Company Thinkplus Investments Limited By : / s / Chen Shuning Name : Chen Shuning Title : Chairman Borrower Airland International Limited By : / s / Zhang Jilun Name : Zhang Jilun Title : Director Bizexpress Limited By : / s / Shi Rongbin Name : Shi Rongbin Title : Director

Company <org>Thinkplus Investments Limited</org> By : / s / <per>Chen Shuning</per> Name : <per>Chen Shuning</per> Title : Chairman <per>Borrower</per> Airland International Limited By : / s / <per>Zhang Jilun</per> Name : <per>Zhang Jilun</per> Title : Director <org>Bizexpress Limited</org> By : / s / <per>Shi Rongbin</per> Name : <per>Shi Rongbin</per> Title : Director

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-DOCSTART-

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LOAN AGREEMENT

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THIS LOAN AGREEMENT , dated as of September 1 , 2003 , is entered into between PENINSULA PORTS AUTHORITY OF VIRGINIA , a body politic and corporate and a political subdivision of the Commonwealth of Virginia ( the " Issuer "), and DOMINION TERMINAL ASSOCIATES , a Virginia general partnership ( the " Company ").

THIS LOAN AGREEMENT , dated as of September 1 , 2003 , is entered into between <org>PENINSULA PORTS AUTHORITY</org> OF <loc>VIRGINIA</loc> , a body politic and corporate and a political subdivision of the <loc>Commonwealth of Virginia</loc> ( the " Issuer "), and <org>DOMINION TERMINAL ASSOCIATES</org> , a <org>Virginia general partnership</org> ( the " Company ").

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Chapter 46 of the Acts of Assembly of 1952 of the Commonwealth of Virginia , as amended and supplemented ( the " Act "), authorizes the Issuer to issue revenue bonds for any of its purposes and to issue bonds to refund such revenue bonds .

Chapter 46 of the Acts of Assembly of 1952 of the <loc>Commonwealth of Virginia</loc> , as amended and supplemented ( the " Act "), authorizes the Issuer to issue revenue bonds for any of its purposes and to issue bonds to refund such revenue bonds .

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The Issuer proposes to issue its $ 43 , 160 , 000 Coal Terminal Revenue Refunding Bonds ( Dominion Terminal Associates Project - Brink ' s Issue ) Series 2003 ( the " Bonds ") pursuant to the Indenture ( defined below ) in order to refund the Issuer ' s Coal Terminal Revenue Refunding Bonds ( Dominion Terminal Associates Project ) Series 1992 ( the " 1992 Bonds "), all on the terms and conditions set forth in this Loan Agreement .

The Issuer proposes to issue its $ 43 , 160 , 000 Coal Terminal Revenue Refunding Bonds ( <org>Dominion Terminal Associates</org> Project - Brink ' s Issue ) Series 2003 ( the " Bonds ") pursuant to the Indenture ( defined below ) in order to refund the Issuer ' s Coal Terminal Revenue Refunding Bonds ( <org>Dominion Terminal Associates</org> Project ) Series 1992 ( the " 1992 Bonds "), all on the terms and conditions set forth in this Loan Agreement .

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Accordingly , the Issuer and the Company agree as follows :

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ARTICLE I DEFINITIONS

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For purposes of this Loan Agreement , unless the context clearly requires otherwise , all terms defined in Article I of the Indenture have the same meanings in this Loan Agreement .

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In addition , the following terms have the following meanings :

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" Fifth Supplemental Lease " means the Fifth Amendment and Supplement to Lease , dated as of the date of this Loan Agreement , between the Issuer and the Company .

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" Indenture " means the Indenture of Trust relating to the Bonds , dated as of the date of this Loan Agreement , between the Issuer and Wachovia Bank , National Association , as Trustee , as amended or supplemented from time to time in accordance with its terms .

" Indenture " means the Indenture of Trust relating to the Bonds , dated as of the date of this Loan Agreement , between the Issuer and <org>Wachovia Bank</org> , <org>National Association</org> , as Trustee , as amended or supplemented from time to time in accordance with its terms .

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" Lease " means the Lease , dated as of October 15 , 1982 , as amended and supplemented between the Issuer and the Company .

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" Project " means the Facilities described in Exhibit A .

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ARTICLE II REPRESENTATIONS

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Section 2 . 1 Representations of Issuer .

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The Issuer represents as follows :

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( a ) The Issuer ( i ) is a body politic and corporate and a political subdivision of the Commonwealth , duly organized and existing under the laws of the Commonwealth , ( ii ) has full power and authority to enter into and to consummate the transactions contemplated by this Loan Agreement , the Fifth Supplemental Lease and the Indenture , ( iii ) to the best of its knowledge is not in default under any provisions of the laws of the Commonwealth , ( iv ) by proper corporate action has duly authorized the execution and delivery of this Loan Agreement , the Bonds , the Fifth Supplemental Lease and the Indenture , and ( v ) had and continues to have full legal right , power and authority to enter into and consummate the transactions contemplated by the Lease .

( a ) The Issuer ( i ) is a body politic and corporate and a political subdivision of the <loc>Commonwealth</loc> , duly organized and existing under the laws of the <loc>Commonwealth</loc> , ( ii ) has full power and authority to enter into and to consummate the transactions contemplated by this Loan Agreement , the Fifth Supplemental Lease and the Indenture , ( iii ) to the best of its knowledge is not in default under any provisions of the laws of the <loc>Commonwealth</loc> , ( iv ) by proper corporate action has duly authorized the execution and delivery of this Loan Agreement , the Bonds , the Fifth Supplemental Lease and the Indenture , and ( v ) had and continues to have full legal right , power and authority to enter into and consummate the transactions contemplated by the Lease .

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( b ) Under existing statutes and decisions , no taxes on income or profits are imposed on the Issuer .

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The Issuer will not knowingly take or omit to take any action reasonably within its control that would impair the exclusion of interest on the Bonds from gross income for federal income tax purposes .

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( c ) The execution and delivery by the Issuer of , and the consummation by the Issuer of the transactions contemplated by , this Loan Agreement , the Fifth Supplemental Lease and the Indenture will not conflict with , result in a breach of or default under or ( except with respect to the lien of the Indenture ) result in the imposition of any lien on any property of the Issuer pursuant to the terms , conditions or provisions of any statute , order , rule , regulation , agreement or instrument to which the Issuer is a party or by which it is bound .

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( d ) Each of this Loan Agreement , the Fifth Supplemental Lease and the Indenture has been duly authorized , executed and delivered by the Issuer and constitutes the legal , valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms , subject to applicable bankruptcy , insolvency , reorganization and similar laws of general application relating to or affecting creditors ' rights generally and subject to the availability of equitable remedies .

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( e ) There is no litigation or proceeding pending , or to the knowledge of the Issuer threatened , which would adversely affect the validity of this Loan Agreement , the Lease , the Indenture or the Bonds or the ability of the Issuer to comply with its obligations under them .

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( f ) The Issuer is not in default under any of the provisions of the laws of the Commonwealth which would affect its existence or its powers referred to in subsection ( a ) of this Section .

( f ) The Issuer is not in default under any of the provisions of the laws of the <loc>Commonwealth</loc> which would affect its existence or its powers referred to in subsection ( a ) of this Section .

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The Revenues pledged under the Indenture have not been pledged in connection with any other obligation of the Issuer , and the Issuer is not in default under any other obligation which would adversely affect the transactions contemplated by this Loan Agreement , the Indenture or the Bonds .

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( g ) The Issuer , at a meeting duly held in accordance with law , has found and determined that , based on representations of the Company , all requirements of the Act have been complied with and that the issuance of the Bonds to refund the 1992 Bonds is in furtherance of the purposes for which the Issuer was created .

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( h ) No member , director , commissioner , officer or official of the Issuer having any interest ( financial , employment or other ) in the Company or the transactions contemplated by this Loan Agreement has participated in the Issuer ' s approval of such transactions .

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( i ) The Issuer will apply the proceeds from the sale of the Bonds as specified in the Indenture and this Loan Agreement .

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So long as any of the Bonds remain outstanding and except as may be authorized by the Indenture , the Issuer will not issue or sell any bonds or obligations , other than the Bonds , the principal of or premium , if any , or interest on which will be payable from this Loan Agreement or the property described in the granting clauses of the Indenture .

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( j ) The Project is being leased by the Issuer to the Company under the Lease , this Loan Agreement is being executed in connection with the Issuer ' s ownership of the Project , and the amounts payable by the Company under this Loan Agreement are " revenues " within the meaning of the Act .

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Section 2 . 2 Representations of Company .

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The Company represents as follows :

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( a ) The Company ( i ) is a general partnership duly organized under the laws of the Commonwealth , ( ii ) has full power to own its properties and conduct its business , ( iii ) has full power and authority to enter into and to consummate the transactions contemplated by this Loan Agreement , the Assignment and the Fifth Supplemental Lease , ( iv ) by proper action has duly authorized the execution and delivery of this Loan Agreement , the Assignment and the Fifth Supplemental Lease , and ( v ) had and continues to have full legal right , power and authority to enter into and to consummate the transactions contemplated by the Lease .

( a ) The Company ( i ) is a general partnership duly organized under the laws of the <loc>Commonwealth</loc> , ( ii ) has full power to own its properties and conduct its business , ( iii ) has full power and authority to enter into and to consummate the transactions contemplated by this Loan Agreement , the Assignment and the Fifth Supplemental Lease , ( iv ) by proper action has duly authorized the execution and delivery of this Loan Agreement , the Assignment and the Fifth Supplemental Lease , and ( v ) had and continues to have full legal right , power and authority to enter into and to consummate the transactions contemplated by the Lease .

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( b ) The execution and delivery by the Company of , and the consummation by the Company of the transactions contemplated by , this Loan Agreement , the Assignment or the Fifth Supplemental Lease will not conflict with , result in a breach of or default under or result in the imposition of any lien on any property of the Company pursuant to the terms , conditions or provisions of any statute , order , rule , regulation , agreement or instrument to which the Company is a party or by which it is bound .

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( c ) Each of this Loan Agreement , the Assignment and the Fifth Supplemental Lease has been duly authorized , executed and delivered by the Company and constitutes the legal , valid and binding obligation of the Company enforceable against the Company in accordance with its terms , subject to applicable bankruptcy , insolvency , reorganization and similar laws of general applicability relating to or affecting creditors ' rights generally and subject to the availability of equitable remedies .

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( d ) There is no litigation or proceeding pending , or to the knowledge of the Company threatened , which could adversely affect the validity of this Loan Agreement , the Assignment or the Lease or the ability of the Company to comply with its obligations under them .

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