Capital Loan Agreement: Definition, Terms, Example
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What is a Capital Loan Agreement?
A capital loan agreement is a contract between a commercial borrower and lender that establishes the terms and conditions of a loan. The agreement includes how much the requested amount is, and how much will be paid back. It also includes the payment amount, payment due dates, and applicable payment schedule. The contract establishes when the last payment will be made and what documentation the lender is required to provide over the course of the loan and as proof of full repayment. If refinancing options are available, those details can also be found in the capital loan agreement.
Common Sections in Capital Loan Agreements
Below is a list of common sections included in Capital Loan Agreements. These sections are linked to the below sample agreement for you to explore.
Capital Loan Agreement Sample
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Borrower:
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Goldenway
Nanjing Garment Co., Ltd.
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Lender:
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Shanghia
Pudong Development Bank Co., Ltd., Nanjing
Branch
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1.
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Loan
Category: Short-term cerculation fund
loan
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2.
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The
loan amount under the Agreement is
RMB10,000,000.00
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3.
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The
specific usage of the loan under the Agreement is cerculation and
financing
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4.
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The
life of loan under the Agreement is from Dec 10, 2010 to Dec 10,
2011.
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5.
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The
interest rate of the loan under the Agreement
is:
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(1)
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For
RMB: Decided upon the signing of the Agreement as
5.56%.
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(2)
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For
Foreign Currencies: Void
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(3)
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Interest
Settlement
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(4)
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The
adjustment of the interest rate of the RMB loan under the
Agreement:
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(5)
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Void
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6.
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The
default interest rates under the Agreement
are:
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(1)
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The
overdue default interest rate is the loan interest rate on the date of the
overdue added by 30%.
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(2)
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The
appropriation default interest rate for usages of the loan not stipulated
in the Agreement is the loan interest rate on the date of the
appropriation added by 50%.
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7.
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The
drawing date of the loan under the Agreement is December 10,
2010.
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8.
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The
drawing plan of the loan under the Agreement is as the
following:
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9.
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The
repaying plan of the loan under the Agreement
is:
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10.
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Void
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11.
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Void
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12.
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Account
opening
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13.
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The
Lender is entrusted to pay: If the payee is definite and a single payment
amounts over RMB30,000,000.00 a loaner-entrusted-payment mode shall be
adopted.
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14.
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Void
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15.
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The
guarantor confirmed by the Lender to guarant the debt under the Agreement
and the Guarany Agreement include:
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16.
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Void
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17.
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Void
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18.
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Void
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19.
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The
Agreement is made in Four Copies, of which one is held by the Lender, two
are held by the Borrower, one is held by the Real Estate Managing Bureau,
each has the same legal force.
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1.
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The
borrower irrevocably agrees and confirms that: At any time the drawing of
the loan under the Agreement is subject to the full jurisdiction of the
Lender; the loan is subject to periodic or aperiodic checkings on dates
decided by the Lender’s full jurisdiction, whence to decide whether to
continue to lend to the Borrower any fund in any form; despite other
existing stipulations in the Agreement or any other ducuments, the Lender
has the right at any time to demand the Borrower to settle all the loans
immediately. The Lender also has the right to teminate immediately or
suspend all or a part of the loan, to undo any further usage of the loan
borrowed, not needing to notify the borrower in
advance.
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2.
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The
loan under the Agreement shall be used for the purpose stipulated in the
Agreement, the Lender shall not approriate, crowd out the loan to invest
in real estate, shareholding, etc., shall not use the loan in field or for
the purpose prohibited by the state, or in activities not in conformity
with the usage of loan for circulating
fund.
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1.
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Except
for other stipulations in the Agreement, the loan interest is collected
from the date when the Lender grants the loan according to the actual
amount drawn and the number of days it is used. The number of days include
the first day and do not include the last day. Daily interest rate =
monthly interest rate / 30, and monthly interest rate = yearly interest
rate / 12.
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2.
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The
Lender has the right to collect interests for due (“due” in the Agreement
also means the situation where the Lender announces a loan is due ahead of
schedule) loan capital, from the date it was due, according to the
interest rate for due loan stipulated in the Agreement by the number of
days it had been due, until when the Borrower had paid off both the
capital and the interest.
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3.
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If
the Borrower had used the loan capital for purposes other than what is
stipulated in the Agreement, the Lender has the right to collect interests
for the amount used in violation, from the date of the violation,
according to the penalty interest rate for appropriation stipulated in the
Agreement by the number of days of the violation, until when the Borrower
had paid off both the capital and the
interest.
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4.
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The
Lender has the right to collect a compound interest on the interest paying
date stipulated in the Agreement for interest not paid by the Borrower
timely (including normal interest, overdue penalty interest, appropriation
penalty interest), from the date of it was overdue, according to the
penalty interest rate for overdue payment on the interest paying date (the
next day of the expiry date for interest) stipulated in the Agreement, and
it is calculated by the number of overdue
days.
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5.
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Interest
Rate Marketization and Market
Paralysis
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(1)
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After
the loan under the Agreement is granted, if Bank of China carries out a
marketization policy for loans of RMB, the Lender and the Borrower shall
negotiate to decide a interest level. If no agreement is reached within 5
bank working days after starting the negotiation, the Lender shall pay off
all the capital and interest within 30 days after the failure to reach an
agreement. (this is applicable to
RMB)
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(2)
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After
the loan under the Agreement is granted, if at 11 o’clock (London Time)
a.m. on the quoting day of the related interest no related bank quotes
intrest rates on the US Dollar deposit to the major banks on the call
market of inner London banks, the Lender shall negotiate with the Borrower
to determine a substitute interest rate. If no agreement is reached within
5 bank working days after starting the negotiation, the Lender shall pay
off all the capital and interest within 30 days after the failure to reach
an agreement. (this is applicable to foreign
currencies)
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1.
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Before
the first-time drawing, the Borrower shall meet the following conditions,
but the Lender has no obligation to check the authenticity of the
following ducuments or conditions:
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(1)
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To
produce a Drawing Application Form (as attached to the Agreement) by the
time and manner stipulated in the Agreement, a fill-out Borrowing (Loan)
Certificate and other documents
needed;
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(2)
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The
Agreement and the corresponding Guaranty Agreement (if any) have been
signed and keeps to be effective, and the guaranty right has been
effectively set up;
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(3)
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To
present the currently effective and Business Certificate, Company Rules,
Financial Statements immediately before the drawing date (including but
not limited to the annual financial report of last year and the statement
of current term which have been audited by a registered
accountant);
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(4)
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To
produce the Borrowing Resolution made by Board of Directors / Shareholders
or other organizations with equal effectiveness, an Authorization by the
Legal Representative to his authorized representative and the original
samples of the signatures of the Legal Representative and the authorized
representative;
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(5)
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The
Borrower has opened a related account at the Lender’s according the
request of the Lender;
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(6)
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The
Borrower has fulfilled the obligations under the Agreement, no violation
is made on any terms in the
Agreement;
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(7)
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Documents
and conditions required by the Lender from time to
time.
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2.
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Other
than the first-time drawing, before every time of the drawings, the Lender
shall meet the following conditions, but the Lender has no obligation to
check the authenticity of the following ducuments or
conditions:
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(1)
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To
produce a Drawing Application Form (as attached to the Agreement) by the
time and manner stipulated in the Agreement, a fill-out Borrowing (Loan)
Certificate and other documents
needed;
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(2)
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The
Borrower has fulfilled the obligations under the Agreement, no violation
is made on any terms in the
Agreement;
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(3)
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Documents
and conditions requried by the Lender from time to
time.
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3.
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Drawings
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(1)
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The
Lender shall draw one-off or in stallments according to the drawing plan
under the Agreement, and produce a Drawing Application (see attachment 1
or 2) 3 bank working days before every drawing date to complete the
drawing procedure.
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(2)
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In
cases the Borrower needs to delay or change the drawing date, he shall get
the consent of the Lender 3 bank business days before the drawing date
expires, and pay the interest loss suppered by the Lender therefrom (the
interest loss = the interest accrued during the delayed period – interest
on current account in the same
term.
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(3)
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In
cases the Borrower demands to cancel all or a part of the undrawn loans,
he shall apply with the Lender 3 bank business days before the fixed
drawing date or the expiring date of drawing, and the cancellation is only
possible with the consent of the
Lender.
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(4)
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At
the fixed drawing date or within the drawing period, if no drawing
procedure is completed or no application is made for delayed drawings, the
Lender may notify the Borrower to finish the related procedures within 3
bank business days; if not finished within the time limit, the Lender has
the right to cancel the undrawn
loan.
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(5)
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Depite
the aforementioned stipulations in this term, only if the loan is not
granted yet, the Lender has the right to refuse the drawing application by
the Lender and cancel all or a part of the loan under the
Agreement.
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1.
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When
the Lender signs the Agreement, he shall have opened a common settlement
account and a capital withdrawal account (see the Part One of the
Agreement), and a specific Working Capital loan account (if any) as
stipulated by the two Parties. The Lender agrees that the Lender monitors
the aforementioned accounts.
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2.
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If
a specific Working Capital loan account is not opened, the common
settlement account is used to check the granting of the loans applied by
the Borrower with the Lender and the payment of the loaned
fund.
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3.
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The
Borrower confirms that the capital withdrawal account constitutes a income
account and a repayment reserve account under the Agreement. The cash flow
of the Borrower’s income or his integral cash flow shall be deposited in
the capital withdrawal account.
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1.
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The
Borrower agrees that, the Lender has the right to manage and control the
payment of the loaned fund through the manners of Lender-entrusted payment
or/and Lender-determined payment, in order to supervise that the loaned
capital is used for the purposes stipulated in the
Agreement.
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2.
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The
Lender agrees that, if the Lender and the Borrower have newly established
a credit business relation and the Lender has a common credit status, or
the payee is specific and a single payment amounts over the stipulated
amount (see Part One of the Agreement), or other situations confirmed by
the Lender, a Lender-entrusted paying mode shall be
adopted.
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3.
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When
the Borrower applies with the Lender for a outgoing payment, he shall
produce the cirtifying documents that meet the requirement of the Lender,
including but not limited to:
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(1)
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What
cirtifies the usage of the payment is in conformity with the usage
stipulated in the Agreement;
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(2)
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Business
contract and written documents that truly reflects the paying obligations
of the Lender;
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(3)
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If
a receipt is not obtained at the time of payment, the Borrower shall make
the and provide it after the payment is
done.
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(4)
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Legal
and effective paying
certificate.
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(5)
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Other
documents to be provided as required by the
Lender.
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4.
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If
a specific circulating fund account is not opened, the Lender shall
produce a drawing application to the Lender 3 bank business days before
the planned drawing, and comment on whether to adopt a Lender-entrusted
payment or a Lender-determined payment. The Lender confirms that, the
borrower has the right to check whether the related documents provided by
the Borrower are in conformity with the paying conditions stipulated in
the Agreement, and has the power to decide a paying mode of the
loan.
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5.
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If
a Borrower-determined paying mode is adopted, the Lender shall produce a
accumulated report on the self-determined paying situation to the Lender
monthly. The Lender has the right to check whether the loan payment of the
Borrower is in conformity with the arranged usage and the stipulated
paying mode through account analysis, instrument examination, on-the-spot
inspection, etc.
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6.
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The
Borrower confirms that, he shall pay the Lender a transferring fee
accurred from paying the loan capital, which can be deducted from the
related account directly.
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7.
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During
the granting and paying procedures, in each of the following cases, the
Lender has the right to require the Lender to renew the drawing and paying
conditions, or to alter the loan-paying mode, to stop the granting of
paying of the loan fund:
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(1)
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The
credit status declines;
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(2)
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The
profit-making force of the main business is not
strong;
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(3)
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The
loan capital usage shows
abnormity.
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1.
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The
Borrower shall repay the capital and the interest of the loan and the
related expenses timely and fully in the light of the repaying plan
stipulated in the Agreement, and the Borrower hereby irrevocably accredits
the Lender to have the right to automaticly transfer the aforementioned
claimed amount from the account he had opened at the Lender’s when the
loan reaches the expiring date or the conditions are met under the
Agreement.
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2.
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When
the Borrower repays the loan in advance, he shall notify the Lender and
get the Lender’s consent 10 bank business days before the anticipated
repaying date. Without a written consent beforehand, the Borrower shall
repay the capital and pay the interest in the term stipulated in the
Agreement. For the part of loan repaid in advance without a written
consent of the Lender, the Lender shall collect a certain sum of penalty
from the Borrower at a time (see Part One of the
Agreement).
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3.
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When
the Borrower fails to repay the loan timely due to justifiable cause, he
shall apply with the Lender for a extension ot the loan 30 bank business
days before the repaying date stipulated in the Agreement, and prepare the
necessary documents to the extension procedure. If the loan under the
Agreement has guaranty, mortgage or pledge, he shall provide a written
agreement to the guarantor, mortgager or pledger. It is decided by the
Lender whether to extend the loan term, if the Lender fails to apply for
an extension or the applicatin gets no approval by the Lender, the loan is
transferred into the overdue loan from the next day of the expiring date
of the loan.
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1.
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The
Borrower is an independent legal entity, and has the necessary rights and
capabilities, and is able to perform the obligations of the Agreement in
the name of himself and assume the civil responsibilities
independently.
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2.
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The
Borrower has the right to sign the Agreement, and has completed all the
authorization and approval by the board of shareholders, board of
directors and other appreciate authorized organizations, which are needed
to sign the Agreement and perform the obligations under the Agreement. All
the terms and conditions are the intension expressed in genuine of the
Borrower, and has the legal binding on the
Borrower.
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3.
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The
signing and perfoming of the Agreement violate no laws the Lender abides
by (the laws under the Agreement include the laws, regulations, rules,
local rules, and legal expressions, and the same is for the following),
the related documents, verdicts, arbitraments do not contradict with the
business rules of the Borrower or any contract, agreement ever signed by
the Borrower, or any other obligations assumed by
him.
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4.
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The
Borrower guarantees that all the financial statements (if any) made by him
are in conformity with the law of the People’s Republic of China (for the
purpose of the Agreement they do not include the laws of Hong Kong, Macao
special administration regions and Taiwan region), the statements are
true, complete, and fair in reflecting the financial status of the
Borrower; and all the information the Borrower provided to the Lender,
including all the information, documents, data of himself and the
guarantor during the performance of the Agreement are true, effective,
accurate, complete without any concealment or
omit.
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5.
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The
Borrower abide by the honest and credit principles when signing and
performing the Agreement, and all the information the Borrower provided to
the Lender, including all the information, documents, data of himself and
the guarantor during the performance of the Agreement are true, effective,
accurate, complete without any concealment or
omit.
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6.
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The
Borrower guarantees that he completes all the filing and registrating
procedures in order to keep the Agreement effective and able to be
performed by law and pays all the taxies and expenses
therefore.
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7.
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The
business stauts and the financial status of the Borrower have not changed
gravely since the last audited financial statement was
released.
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8.
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All
the business activities strictly abide by the law and the regulations, and
are conducted strictly according to the Borrower’s business license and
the laws, and registration and annual inspection procedures are completed
in time, the production or business is legal and complies with the
regulations, and has the ability of continuous operation, and has legal
resources to repay.
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9.
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Do
not abandon any due claims, and do not dispose of the current property in
a voluntary or other improper ways.
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10.
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The
Borrower has revealed to the Lender what he knows or what he should know,
and important facts and status for the Lender to decide whether to grant
the loan.
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11.
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The
Borrower confirms that, no overdue payment occurred or should occur on the
signing date of the Agreement or during the performance of the Agreement,
including but not limited to the salary of employees and medical and
disability subsidies, comfort and compensation,
etc.
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12.
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The
Borrower assures that he has a good credit status and has no bad
record.
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13.
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The
Borrower assures that no situation or evernt will cause or may cause major
negative effect to the Borrower’s performing ability of the
Agreement.
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1.
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The
Borrower assures to operate by the law, and use the loan as stipulated in
the Agreement, and not to appropriate it. The Borrower shall provide all
kinds of financial statements including monthly, annual statement as
required by the Lender, and actively cooperate with the Lender to
supervise the usage of the loan and the Borrower’s business status. The
Lender may inspect and supervise the loan usage at any
time.
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2.
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The
Borrower shall repay the capital and interest under the Agreement
according to the time, amount, currency and interest rate stipulated in
the Agreement, application, Borrowing (Lending) Instrument, all of which
are actually recorded in the Borrowing (Lending)
Instruments.
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3.
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The
Borrower assures that, once major and unfavoring events occurred which
might be enough to impair the Guarantor’s financial status or his ability
to perform the guaranty obligations, the Borrower shall provide a new
guarantor confirmed by the Lender
timely.
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4.
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The
Borrower promises that, before obtaining a written agreement for the
Lender, no following action shall be
adopted:
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(1)
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Selling,
giving, leasing, lending, transferring, pledging, mortgaging all or a part
of his major property or in whatever other
way.
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(2)
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Agreementing,
leasing, co-operating, investing outward, shareholding-changing,
amalgamating (merging), joint-venturing (cooperating), division,
share-transferring, substantial increasing of claimed financing, setting
up susidiaries, transferring proper right, reducting capital,
business-terminating, disolving, bankruptcy applicating, re-structuring
and other conducts which may affect the repaying ability of the
Borrower.
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(3)
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Modifying
company charter or other document of the company set-up, changing the
business scope or the main business of the
company.
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(4)
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A
guaranty provided by a third party which render major and unfavoring
effects on his financial status or his ability to perform the obligations
under the Agreement.
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(5)
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Clearing
off other long-term claims.
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(6)
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Signing
the contracts/agreements which have major and unfavoring effects on the
ability of the Borrower in performing the obligations under the Agreement,
or assuming other obligations with the same
effects.
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5.
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The
Borrower promises that, whenever the following evernts occur, he shall
notify the Lender on the days of the occurrence, and delivers the written
notice 5 bank business days after the evernt to the Lender (with official
seal stamped):
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(1)
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Occurrence
making the statements made by the Borrower under the Agreement untrue,
inexact or ineffective.
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(2)
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The
Borrower or his holding shareholder, actual controller or correlating
person involve in a lawsuit, arbitration or detention, cealing-up,
freezing, or enforcement of his property, or are enforced other measurs
with same effects, or his legal person/person in charge, director, monitor
or senior manager involves in a lawsuit, arbitration or other
enforcement.
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(3)
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The
legal representative of the Borrower or his authorized agency, person in
charge, major financial chief, address, company name, office location has
changed.
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(4)
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To
be re-structured through the application of other creditors, bankrupt or
be canceled by a superior
organization.
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(5)
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Occurrence
of other major and unfavoring events enough to affect the repaying ability
of the Borrower.
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6.
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The
Borrower promises not to violate the normal repaying order and repay other
loans with priority, and nor now neither in the future would sign any
contract or agreement which shall render the loan under the Agreement to
be in a subordinate status.
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7.
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The
Borrower to the best of his ability repays the capital and interest under
the Agreement in the same currency. If in a different currency, he shall
by himself, or authorizes an agency to exchange the one into the currency
of the loan to repay the capital and the interest in the light of the
Deducting and Transferring Stipulation under the Agreement. The expences
of which are to be born by the Borrower. When the Guarantor repays for the
Borrower in a different currency, it is subject to the Deducting and
Transferring Stipuation, all expenses occurred are born by the
Borrower.
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8.
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When
the guaranty under the Agreement meets with specific situation or has
specific changes, the Borrower shall provide the Lender other guarantee
according to the requirement of the Lender. The specific situation or
specific change includes by are not limited to the stopage, suspension,
disolvement, stopage for retification, revocation of the business license
or to be canceled, to be canceled or re-structured through application,
bankruptcy, major changes in business or financial situations, involvement
in major lawsuit or arbitration, legal representative, director, monitor
or senior manager invlove in lawsuit, the devaluation or the pledge, or a
possiblity or revaluation or to be concealed or to be preserved, there is
violation under the guaranty contract and a demand to disolve the guaranty
contract, etc.
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9.
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The
Lender has the right to have a on-the-spot or non-on-the-spot due
diligence investigation on the Borrower, to have a after-loan
investigation on the Borrower about his business situation, financial
situation, loan usage, repaying situation, etc. The Borrower has the
obligation to cooperate with the Lender in the loan-paying management,
after-loan management and the related
inspections.
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10.
|
The
Lender has the right to withdraw the capital under the Agreement in
advance judging from the captital withdrawal on the part of the
Borrower.
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11.
|
Special
Stipulations about the Group Customer (applying to group
customers)
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(1)
|
The
Borrower shall report the situation of a related-party transaction
involving more than 10% of th net property of the credit beneficiary,
including: ①The relation
between the related parties; ②The
transaction item and quality; ③The amount
of transactin the ratio;④The pricing
policy (including the transactions without amount or with a symbolic
amount)
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(2)
|
When
the credit beneficiary has one of the following, it is deemed the
Borrower’s violation of the Agreement, and the Lender has the right to
decide unilaterally whether to cancel the unused credit, and take back a
part of all the used credit, or demand the customer to add up to 100%
security cash.: ①Providing
false information or concealing important financial facts; ②Arbitrarily
alter the usage of the credit without the Lender agreed; ③Make use of
the false contract between the related parties, with the receivable
instrument, receivable account without an actual background, to discount
for cash or pledge, to extract funds or credits from the banks; ④Refuse to
accept the monitoring or inspection on the usate of the loaned
fund or the related operating and financial situation by the Lender; ⑤Major
amalgamation, purchase which seen by the Lender may affect the safety of
the credit-giving; ⑥Willingly
evade the bank claims through related-party
transactions.
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1.
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The
Borrower agrees that, when the first debt is due which is related to the
loan of the Agreement, the Lender has the right to directly deduct and
transfer the Borrower’s fund in his premium account and/or capital
withdrawal account opened at SPD Bank to pay for the debt. When the fund
in the premium account and/or capital withdrawal account is not sufficient
to pay for the debt, the Lender has the right to deduct and transfer the
Borrower’s fund at any branches of SPD
Bank.
|
|
2.
|
Except
for other stipulations by the organizations of the state, the order of the
clearing off with the deducted fund shall be firstly repaying the unpaid
due expenses, then the unpaid due interest, finally the unpaid due
capital.
|
|
3.
|
If
the deducted fund is in a different currency than the fund cleared off,
then the following measures are
taken:
|
|
(1)
|
If
the loan is RMB, then the currency is exchanged into RMB to clear off the
capital and the interest at the RMB buying exchange rate publicized at the
time when the fund is deducted.
|
|
(2)
|
If
the loan is not in RMB, and the deducted currency is in RMB, then the RMB
is exchanged into the deducted currency clear off the capital and the
interest at the RMB selling exchange rate publicized at the time when the
fund is deducted.
|
|
(3)
|
If
the loan is not in RMB, and the deducted currency is not in RMB either,
then the deducted currency is firstly exchanged into RMB at RMB buying
rate at the deducting time, and then the RMB is exchanged into the loan
currency at the RMB selling exchange rate publicized at the time when the
fund is deducted, to clear off the capital and
interest.
|
|
1.
|
The
notification from a Party of the Agreement to another Party, shall be
delivered to the address listed on the page bearing the signatures, until
a written notice of the address alteraton is made by the other Party. Only
if the notification is delivered to the above-mentioned addresses, then it
is deemed to be arriving on the following dates: If it is a letter, then
it is deemed to be arrving on the 7th
bank business day after it was delivered to the main business address with
registered mail; if it is delivered by a special trip, then it is deemed
to be the date when the receiver signed the receipt; if it is a fax or
e-mail, then it is the sending date of the fax or the e-mail. But all the
notifications, requests, or other communications shall be deemed to have
arrived when the Lender actually got them. And when all the notifications,
requirements are sent by a fax or an e-mail, the original (stamped with a
seal) shall be sent to the eye of the Lender or mailed to him to have be
confirmed.
|
|
2.
|
The
Borrower agrees that, any subpena or notification delivered to him for a
lawsuit, only if it is delivered to the main business address listed on
the signature page of the Agreement, are deemed to be delivered already.
Any change in the address of the aforementioned is not effective to the
Lender except it was notified to the Lender in
advance.
|
|
1.
|
The
Agreement is effective when the Borrower and the Lender put their official
seals on it and have their legal representatives (perosn in charge) or his
authorized agency sign and stamp the seal on it, until all the claims are
cleared off under the Agreement.
|
|
2.
|
As
soon as the Agreement is effective either Party of the Agreement shall not
artitrarily alter or relieve it in advance. If a alteration or relief is
needed, then an agreement shall be reached through the two Parties and it
shall be in writte.
|
|
1.
|
Default
|
|
(1)
|
Any
statement or promise made by the Borrower in the Agreement any
notification, authorization, ratification, consent, certification or other
documents made according to the stipulations under the Agreement are not
true or are misleading, or are proved to be such, or are confirmed to be
ineffective or cancelled or without legal
force.
|
|
(2)
|
The
Borrower has breached the “other events stipulated by the Parties” (if
any) or any stipulation in Term Eight of Part
Two.
|
|
(3)
|
The
Borrower caused major cross default, including but not limited to the fact
that the Borrower violates any agreement of any loan contract, agreement
he signed; or the Borrower fails to pay the due debts under other loan
contract, agreement.
|
|
(4)
|
The
investor of the Borrower flights the capital, remove the property or
arbitrarily transfers is stock
right.
|
|
(5)
|
The
guarantor is or will not be capable to provide a guaranty for the loan, or
violates the guaranty ducument signe by
himself.
|
|
(6)
|
The
Borrower shuts up the business, stops the business, closes, recalls,
liquidates, is taken over or taken into custody, or is dissolved, has
business license revoked or canceled or goes into
bankruptcy.
|
|
(7)
|
Deterioration
of the financial status of the Borrower of the Guarantor, grave
difficulties occurrs in the operation, other events of situations which
have adverse effects on his normal business, financial situation or
repaying abilities.
|
|
(8)
|
The
Borrower or his holding shareholder, actual controler or his related party
involves in major legal cases, arbitrations, or their major properties are
destained, sealed, frozen, enforced or are subject to other measures which
are equally effective legally, causing adverse effects on the repaying
ability of the Borrower.
|
|
(9)
|
Failure
in use the loan as stipulated or grant the loan in a stipulated
way.
|
|
(10)
|
The
documents provided to apply for the loan are fauls and
misleading.
|
|
(11)
|
To
be in disconformity with or surpassing the limitation of the related
financial targets stipulated in the
Agreement.
|
|
(12)
|
Abnormity
occurrs in the caplital flows in the normal settlement account / capital
withdrawal account.
|
|
(13)
|
The
borrower has acted to violate the Agreement or sufficiently to hamper the
normal performance of the Agreement, or damage other proper interest of
the Lender.
|
|
2.
|
The
Treatment
|
|
1.
|
Definitions
|
|
(1)
|
The
“Whole Claim” under the Agreement referres to the loan capital, interest,
penalty and all the costs for the realization of the
claims.
|
|
(2)
|
The
“Interest” under the Agreement include interest, penalty and compound
interest.
|
|
(3)
|
The
“Bank Buisness Day” under the Agreement, referres to the normal opening
days for company business of the Lender at the location of the Lender,
excluding Saturday, Sunday (except the days opened for a holiday
adjustment) or other legal vocation
days.
|
|
|
2.
|
Applicabel
Law
|
|
|
3.
|
Dispute
|
|
4.
|
Miscellaneous
|
|
(1)
|
All
matters not referred to and needing supplement, shall be stipulated and
recorded in Part One of the Agreement, or be agreed upon in writings,
which are a part of the Agreement. The attachment of the Agreement (see
Part One of the Agreement) is an indivisible part of the Agreement, and
has an equal legal effect of the Agreement
proper.
|
|
(2)
|
In
the effective term of the Agreement, any grace or delay of any actions by
the Lender against the Lender for any breach of the Agreement or any other
behaviors, shall not damage, affect, or limit all the rights and interests
enjoyed by the the loaner according to the law or the Agreement as a
creditor; and not to be a confirmation of the behaviors by the Borrower,
and furtherly not to be seen as abandoning the right to take actions
against the Borrower for his breaches in the current of future
days.
|
|
(3)
|
The
ineffectiveness of any of the terms in the Agreement does not affect the
effect of other terms. When the Agreement is ineffective for any cause,
the Borrower shal assume the responsibility to repay all the debt owed to
the Lender. If the above-mentioned occurres, the Lender has the right to
terminate the execution of the Agreement immediately, and pursue the
Borrower for all the debts owed by the Borrower under the
Agreement.
|
|
(4)
|
The
Lender has the right to transfer all or a part of the responsibilty /
obligation under the Agreement, and under the situations, the transferree
enjoys and / or assumes the same rights and obligations as a Party of the
Agreement against the Borrower. When the Borrower received the
notification about the claim transfer from the Lender, shall assume the
responsibilities against the transferree in the light of the stipulations
of the Agreement.
|
|
(5)
|
Except
specially stipulated in the Agreement, the attachment of the Agreement has
the terms and expressions with the same meanings of those in the
Agreement.
|
|
(6)
|
The
titles under the Agreement is for the purpose of referrence only and are
not the basis to construe the contents under
which.
|
|
The
Borrower (Official Seal)
|
The
Lender (Official Seal)
|
|
|
Legal
Representative or Authorized Agency
|
Person
in Charge of Authorized Agency
|
|
|
(signature
or seal)
|
(signature
or seal)
|
|
|
Major
Business Address:
|
Major
Business Address
|
|
|
Post
Code:
|
Post
Code:
|
|
|
Tel.:
|
Tel.:
|
|
|
Fax:
|
Fax:
|
|
|
e-mail:
|
e-mail:
|
|
|
contact
person:
|
contact
person:
|
|
|
Date:
January 4, 2011
|
Date:
December 3, 2010
|
|
(1)
|
We
have provided the following documents in conformity with the Loan
Agreement:
|
|
Numver
|
Amount
|
Account Name
|
Opening Bank
|
Account
|
||||
|
1
|
7,000,000.00
|
Chuzhou
EG
|
C.B.
Chuzhou
|
-6883
|
||||
|
2
|
11,200,000.00
|
Catchluck
|
C.B.
|
-4749
|
||||
|
3
|
18,800,000.00
|
New
Talent
|
C.B.
|
-7429
|
||||
|
4
|
|
3,000,000.00
|
|
High-Tech
|
|
C.B
|
|
-8207
|
|
The
Applicant (Official Seal)
|
|
Signature
or seal of the legal representative or his proxy
|
|
Year,
Month and Date
|
Reference:
Security Exchange Commission - Edgar Database, EX-10.1 2 v207701_ex10-1.htm, Viewed September 19, 2022, View Source on SEC.
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JOSEPH L.
Mr. LaRocco's focus is business law, corporate structuring, and contracts. He has a depth of experience working with entrepreneurs and startups, including some small public companies. As a result of his business background, he has not only acted as general counsel to companies, but has also been on the board of directors of several and been a business advisor and strategist. Some clients and projects I have recently done work for include hospitality consulting companies, web development/marketing agency, a governmental contractor, e-commerce consumer goods companies, an online apps, a music file-sharing company, a company that licenses its photos and graphic images, a video editing company, several SaaS companies, a merchant processing/services company, a financial services software company that earned a licensing and marketing contract with Thomson Reuters, manufacturing companies, and a real estate software company.
"Excellent work by Joseph! Efficient, Timely, and very responsive. I'm very happy with his work. Thank you!"
Benjamin E.
Benjamin is an attorney specializing in Business, Intellectual Property, Employment and Real Estate.
"Benjamin E was very easy to work with and would recommend him."
Allen L.
Clear, strategic legal guidance when you need it most—whether you're planning ahead or defending a position. Legal challenges shouldn't feel confusing or overwhelming. Whether you're building an estate plan, structuring a business, or navigating a dispute, my practice is built on clarity, care, and practical strategy. I work with clients who want real solutions—not just paperwork—through planning and advice that truly fits their goals, families, and businesses. Planning & Structure I focus on estate planning, asset protection, and business succession, helping individuals and entrepreneurs organize their assets, reduce risk, and prepare for every stage of life. Whether you're setting up your first living trust, shielding your business from liability, or updating an existing estate plan, you'll receive clear guidance, fixed-fee pricing, and responsive support from start to finish. Each plan I design is tailored to your real-world priorities: preserving wealth, avoiding unnecessary taxes and probate, and ensuring the people you love are protected when it matters most. Disputes & Defense When legal conflicts arise—disputed contracts, demand letters, settlement negotiations, or litigation decisions—I provide realistic risk assessment and strategic guidance. I help clients understand their actual exposure (not just best-case scenarios), identify leverage points, and navigate toward efficient resolution. If you're facing a legal claim or need to evaluate your position before responding, I can walk you through the realistic options and their costs. Services: Estate Planning & Asset Protection --Simple wills and powers of attorney --Living trusts for small estates --Buy-sell agreements for family businesses Business Formation & Agreements --LLC or S-Corp formation filings --Operating Agreements / Shareholder Agreements --Founder or Investor Agreements --Bylaws and Minutes templates --Registered agent setup guidance Contracts & Commercial Matters --Service Agreements (consulting, marketing, software, design, etc.) --Independent Contractor Agreements --Employment contracts and offer letters --Non-compete, non-solicitation, or confidentiality agreements --Employee handbooks or HR policy updates --Termination or severance agreements --NDAs (Non-Disclosure Agreements) --Partnership or Joint Venture Agreements --Sales or Vendor Contracts --Licensing or IP Agreements Terms and conditions SaaS Platforms --Terms of Service --Privacy Policy --Independent Contractor Agreements --Customer/User Agreements --Liability Waivers --Cancellation & Refund Policy --Non-Solicitation Clauses --Marketplace compliance documents Real Estate --Commercial lease drafting or review --Residential lease review --Purchase & sale agreements --Short-term rental (Airbnb) contracts --Property management agreements Professional Approach: I leverage modern legal research and writing technologies—including AI-assisted tools—to enhance the quality, speed, and clarity of my analysis. Like many legal professionals today, I use these tools to organize research, improve communication, and catch errors. Every analysis I provide is thoroughly reviewed and reflects my independent professional judgment as a licensed attorney. AI is a tool that supports my work; it does not replace it.
"Allen was very professional and generous with legal advise. He answered all my questions and completed my project in a timely manner. I would definitely hire again."
Phocus L.
G'day, my name is Michele! I work with startups, entrepreneurs and small/medium-sized businesses across the country in a wide array of industries. I help them with all of their ongoing, daily legal needs. This includes entity formation, M&A, contract drafting and review, employment, asset sale & acquisition, and business sales or shareholder exits. I'm half-Australian, half-Italian, and I've lived the last 20+ years of my life in America. I've lived all over the USA, completing high school in the deep south, graduating cum laude from Washington University in St. Louis, and then cum laude from Georgetown University Law Center. After law school I worked for the Los Angeles office of Latham & Watkins, LLP. After four intense and rewarding years there, I left to become General Counsel and VP of an incredible, industry-changing start-up called Urban Mining Company (UMC) that manufactures rare earth permanent magnets. I now work for Phocus Law where I help run our practice focused on entrepreneurs, startups, and SMEs. I love what I do, and I'd love to be of help! My focus is on providing stress-free, enjoyable, and high-quality legal service to all of my clients. Being a good lawyer isn't enough: the client experience should also be great. But work isn't everything, and I love my free time. I've been an avid traveler since my parents put me on a plane to Italy at 9-months old. I'm also a music nut, and am still looking for that perfect client that will engage me to explain why Dark Side Of The Moon is the greatest album of all time. Having grown up in a remote, and gorgeous corner of Australia, I feel a strong connection to nature, and love being in the elements.
Daehoon P.
Daehoon P.
Corporate, M&A & Securities Lawyer | Managing Attorney, DP Counsel PLLC Practice Areas: Business Formation | Commercial Contracts | Contract Drafting & Review | Mergers & Acquisitions | Venture Capital | Securities Offerings | Franchise Law | Employment & Equity Compensation | Intellectual Property | Cross-Border Transactions About/Bio: I represent companies, investors, and fund sponsors in corporate transactions, commercial contracting, and private securities matters, from entity formation and early-stage financings to acquisitions, exits, and ongoing strategic counsel. As Managing Attorney of DP Counsel PLLC, I help clients structure transactions clearly, allocate risk thoughtfully, and move deals forward with documentation that is practical, enforceable, and aligned with business objectives. My practice includes both day-to-day commercial matters and more complex transactional work, including venture financings, private offerings, M&A deals, fund-related documents, and cross-border structuring. What I Do: Corporate & Commercial • Entity formation and structuring for corporations, LLCs, and limited partnerships • Operating agreements, shareholder agreements, and governance documents • Commercial contract drafting, review, and negotiation • Vendor, distribution, manufacturing, SaaS, and licensing agreements • Employment, consulting, confidentiality, and equity compensation agreements • Outside general counsel support for growing companies Securities & Private Capital • Private offerings under Regulation D and Regulation S • Private placement memoranda, subscription agreements, and investor documents • SAFE, convertible note, and priced equity financings • Venture capital and private fund formation matters • Fund governing documents and offering document packages • Securities law analysis for private capital raising transactions Mergers & Acquisitions • Letters of intent and term sheets • Stock purchase, asset purchase, and merger agreements • Due diligence coordination and transaction support • Disclosure schedules, closing documents, and post-closing matters • Earnouts, rollover equity, indemnity structures, and related deal terms • HSR, CFIUS, and related regulatory issue spotting for qualifying transactions Digital Assets & Emerging Technologies • Federal-law digital asset and token securities analysis • Entity structuring for blockchain and Web3 ventures • Digital asset fund and operating structures • AML/KYC documentation support and regulatory issue spotting Franchising • Franchise Disclosure Documents (FDDs) • Franchise agreements • Master franchise and area development agreements • Franchise structuring and registration coordination Real Estate Transactions • Commercial real estate acquisitions and dispositions • Real estate joint ventures and syndications • Commercial lease drafting and negotiation • Real estate investment structures and related offering documents Cross-Border & International • U.S. market entry and entity structuring for international clients • Delaware and multi-entity holding structures • Cross-border transaction planning and documentation • Coordination with foreign counsel and tax advisors on cross-border matters Why Clients Hire Me: • Big-law-level drafting with boutique responsiveness • Practical, business-focused advice grounded in execution reality • Clear scoping and transparent fee arrangements • Experience across financings, acquisitions, fund formations, and cross-border transactions Typical Projects: • Contract drafting and negotiation • Entity formation and governance packages • Private offering document suites • Venture financing documentation • M&A transactions from LOI through closing • Fractional or outside general counsel support Industries Technology | SaaS | FinTech | Digital Assets | E-commerce | Healthcare | Real Estate | Food & Beverage | Professional Services
"Did a good job reviewing my contract for me and pointing our necessary revisions."
April 18, 2025
Miguel P.
I am an experienced transactional attorney specializing in business contracts, real estate transactions, and real estate title work.
April 18, 2025
Lauren A.
Lauren Acquaviva focuses her practice on alcohol licensing matters. Lauren has tried over one hundred tax and alcohol license cases at the South Carolina Administrative Law Court during her career. She also has handled appeals, including arguing before the South Carolina Court of Appeals and the South Carolina Supreme Court. A New Jersey native, Lauren graduated from Monmouth University Summa Cum Laude in 2009 with a B.S. in Social Work and a passion for advocating on behalf of children. Immediately thereafter, Lauren moved to South Carolina to attend the University of South Carolina School of Law from where she graduated in 2012 in the top third of her class. During law school Lauren became a member of the Mock Trial Bar where she honed her trial skills and fell in love with being in the court room. In September of 2012, shortly after graduating from law school with the desire to become a trial attorney, Lauren began working for the South Carolina Department of Revenue (SC DOR) where she spent six years litigating alcohol licensing and tax matters on behalf of the Department. Lauren left the SC DOR in October of 2018 and joined a Mount Pleasant Law firm. In October of 2019, Lauren founded Viva Law Firm so she could focus on helping people navigate the complexities of South Carolina’s alcohol regulations.
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