{"id":40880,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/aes-loan-contract-anhui-liyuan-aes-power-co-ltd-and-aes.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"aes-loan-contract-anhui-liyuan-aes-power-co-ltd-and-aes","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/aes-loan-contract-anhui-liyuan-aes-power-co-ltd-and-aes.html","title":{"rendered":"AES Loan Contract &#8211; Anhui Liyuan-AES Power Co. Ltd. and AES Chigen Co. Ltd."},"content":{"rendered":"<pre>\n Information contained herein, marked with [***], is being filed pursuant to a\n                      request for confidential treatment.\n\n\n                                AES LOAN CONTRACT\n\n                    for Anhui Liyuan-AES Power Company, Ltd.\n\nThis  AES  LOAN  CONTRACT  (this  'Contract')  is made  and  entered  into as of\n-----------  1996 by and between Anhui  Liyuan-AES  Power Company  Limited ('the\nBorrower'),  a Sino-foreign  cooperative joint venture enterprise  organized and\nexisting  under the laws of the  People's  Republic of China  (Business  License\nnumber is --------)  with its  registered  office at 415 Wuhu Road,  Hefei City,\nAnhui Province,  China and AES Chigen Company (L), Ltd.  (Company No.:  LL00408)\n('the Lender'),  a Labuan company  wholly-owned by AES CHINA GENERATING  COMPANY\nLTD with its China office at 3\/F Jinqiao  Dasha  #1(A),  Jian Guo Men Wai Dajie,\nBeijing, China.\n\n1.       THE LOAN.\n\n         Subject to the terms and conditions of this Loan  Contract,  the Lender\nagrees to make to the Borrower a loan in an  aggregate  amount not to exceed US$\n8,000,000  such sum  shall  include  interest  accrued  during  construction  as\nprovided in Section 3 hereof, (the 'Loan'). This Loan is available for drawdowns\nfrom time to time  between  the  Effective  Date as defined in Clause 24 of this\nContract and the 'Availability  Termination  Date',  which is the earlier of the\nGuarantee  Completion Date of the Facility or the actual Project Completion Date\nas each term is defined in the EPC Contract Dated --------  between Anhui Mingda\nElectric  Power EPC Contract  Company,  Ltd.,  Anhui  Liyuan-AES  Power  Company\nLimited and Hefei Zhongli Energy  Company  Limited.  In this Loan Contract,  the\n'Available  Loan' means the aggregate  amount of the Loan available for drawdown\nby the Borrower  from time to time prior to the  Availability  Termination  Date\nless the sum of (i) the amount of each  drawdown  which has been made under this\nLoan  Contract,  (ii)  the  aggregate  amount  of the  interest  accrued  on the\nOutstandings  (as defined in Section 2(a)) as at such time,  and iii) all other\nfees due to the Lender as defined in Section 3.  Subject to the  conditions  set\nforth in Section 6, drawdowns under the Loan shall be made.\n\n\n(a)  upon completion of the relevant  milestone as set in the drawdown  schedule\n     attached as Exhibit B;\n\n(b)  not less than 15 Banking  Days before the  proposed  date for the making of\n     each draw  down,  the  Lender has  received  from the  Borrower a notice of\n     drawdown substantially in the form of Exhibit A (the 'Notice of Drawdown'),\n     the receipt of such Notice of Drawdown  shall oblige the Borrower to borrow\n     the amount of the drawdown requested therein on the date stated therein;\n\n(c)  the proposed amount of each drawdown is an amount not less than US$ 800,000\n     and an integral  multiple of US$ 10,000  which is less than or equal to the\n     Available Loan;\n\n(d)  in the case of the first drawdown,  such drawdown must be made within three\n     months of the Effective Date; and\n\n(e)  each drawdown  shall be made on a day on which banks are authorized to open\n     for  business  in Hong Kong and New York,  New York,  the United  States of\n     America (a 'Banking Day').\n\n2.       MATURITY.\n\n         (a) The Borrower shall repay the aggregate outstanding principal amount\nof the Loan (the  'Outstandings')  in accordance with the amortization  schedule\nattached as Exhibit C. In any event,  the Borrower shall repay the  Outstandings\nin full on a date which  falls ten (10) years after the  Effective  Date of this\nContract.\n\n         (b) Subject to Section  2(d),  the Borrower may, if it has given to the\nLender not less than one month's prior written notice to that effect, cancel the\nwhole or any part (being an amount or integral multiple of US$ 1,000,000) of the\nAvailable Loan.\n\n         (c)  Subject  to section  2(d),  the  Borrower  shall have the right to\nprepay all or any part of the  Outstandings  at any time after the  Availability\nTermination  Date. Each of such optional  prepayments  shall be in an amount not\nless than US$ 800,000 and shall be made with at least three months prior written\nnotice to the Lender.  Without  prejudice to the  foregoing,  the Borrower shall\nonly prepay on the then immediately  succeeding Payment Date and such prepayment\nshall  include all interest  accrued on such portion of the  Outstandings  being\nrepaid.  Any  portion of the  Outstandings  prepaid may not be  reborrowed.  The\nprepayments  of the  Outstandings  will be  applied to  satisfy  the  Borrower's\nrepayment  obligations  under  Section 2(a) in inverse  order of maturity to the\nthen remaining  installments  of principal to become due as set forth in Exhibit\nC.\n\n         (d) The Borrower may only serve a notice of  cancellation or prepayment\nunder  Sections 2(b) and 2(c)  respectively  unless it has  demonstrated  to the\nsatisfaction  of the  Lender  that  there are then  sufficient  committed  funds\navailable to the Borrower on an unsecured basis to meet all its needs in respect\nof  financing  the  construction  and  start-up of the Facility (as such term is\ndefined in Section 7(a)).\n\n         (e) Each  notice of  cancellation  or,  as the case may be,  prepayment\nshall  specify  the  date on which  such  cancellation  or,  as the case may be,\nprepayment  is to be made and the amount to be cancelled or, as the case may be,\nto be prepaid and shall oblige the Borrower to make such cancellation or, as the\ncase may be, prepayment on such date Provided that the Borrower may only specify\na Payment Date in respect of any prepayment to be made.\n\n3.       INTEREST AND FEES.\n\n         (a) INTEREST AND FEES:  During the period  beginning on the date of the\nfirst drawdown  hereunder and ending on the Availability  Termination  Date, (i)\ninterest shall accrue on the  Outstandings  from day to day at the rate of [***]\nper annum and (ii) the  Management  Fee as defined  Section 3(b) shall accrue on\nthe  Outstandings  from  day  to  day  as  specified  in  Section  3(b).  On the\nAvailability  Termination  Date, the Lender shall calculate the aggregate amount\nof  such  interest  and  the  Management  Fee  accrued  as at  the  Availability\nTermination Date (the  'Availability  Period Interest and Management Fee'). With\neffect from the  Availability  Termination  Date, the amount of the Availability\nPeriod Interest and Management Fee shall be consolidated  with the amount of the\nOutstandings as at the Availability Termination Date and the sum of both amounts\nshall  thereafter  be  treated  as  the  Outstandings.   With  effect  from  the\nAvailability   Termination   Date,  the  Borrower  shall  pay  interest  on  the\nOutstandings  calculated aforesaid in this Section 3(a) from time to time at the\nrate of [***] per annum plus the  Management  Fee as specified in Section  3(b).\nInterest and Management Fee on the  Outstandings  shall be computed on the basis\nof the actual  number of days elapsed in a year of 360 days.  Interest  payments\nshall be  payable  semiannually  in  arrears  on the first  Banking  Day of each\nJanuary,  and July  starting  from the  second  such  date to  occur  after  the\nAvailability Termination Date and on final maturity of the Loan (each such date,\na 'Payment  Date').  The Lender shall  calculate  and notify the Borrower of the\nactual amount of each interest and  management fee payment not less than 15 days\nprior to each Payment Date.\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n         (b)  MANAGEMENT  FEE: The Borrower shall pay to the Lender a management\nfee of [***] per annum on the Outstandings from time to time provided in \nSection 3(a).\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n         (c)  CLOSING  FEE:  The  Borrower  shall pay to the Lender a  financial\nclosing fee of [***] on the date of the first drawdown of this Loan.\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n4.       METHOD OF PAYMENT.\n\n         All sums,  including all principal,  interest and fees,  payable to the\nLender  shall be paid in US Dollars  not later than 10:00 a.m.  Beijing  time on\neach Payment  Date to the account of the Lender in Hong Kong (No.  -------- ) at\nCitibank,  N.A., or such other account  within or outside of China as the Lender\nnotifies to the Borrower for this purpose.\n\n5.       REPRESENTATIONS AND WARRANTIES.\n\n         The  Borrower  represents  as of this date and  during the term of this\nLoan Contract that:\n\n         (a) the Borrower is a Sino-foreign cooperative joint venture enterprise\nduly  established as a legal reason and existing in good standing under the laws\nof the People's Republic of China;\n\n         (b) the execution,  delivery and performance of this Loan Contract, and\neach other  document  delivered in connection  herewith and the execution of the\nBorrower's  rights hereunder or thereunder are within the Borrower's power, have\nbeen duly authorized by all necessary  legal  corporate or other action,  and do\nnot contravene any law or any contractual restriction binding on the Borrower;\n\n         (c) this  Loan  Contract  is,  and each  other  document  delivered  in\nconnection therewith or therewith when executed will be legal, valid and binding\nobligations  of the  Borrower  and are  enforceable  in  accordance  with  their\nrespective terms;\n\n         (d) all governmental approvals necessary for the execution of this Loan\nContract,  and each other  document  delivered in connection  herewith have been\nobtained  and all  governmental  approvals  necessary  for the  performance  and\nenforceability hereof and thereof shall have been obtained prior to and shall be\nin full force and effect on the date of each drawdown hereunder;\n\n         (e) the  obligations  of the  Borrower  hereunder  and  under any other\ndocument  executed in connection  herewith or therewith  constitute  the direct,\nunconditional and general  obligations of the Borrower and the sum of all of the\nBorrower  other  indebtedness  does not exceed RMB two  hundred  fifty  thousand\nexcept the loans agreed to by the Lender as specified in Appendix D hereto;\n\n         (f) the Borrower is not in default under any agreement or obligation to\nwhich it is a party or by which  it may be  bound by  reason  of its  execution,\ndelivery or performance of this Loan Contract; and\n\n         (g)  under the laws of China in force at the date  hereof,  withholding\ntax of ten per cent (10%) is  required  to be levied in respect of any  interest\npayment it may make hereunder;\n\n         (h) under the laws of China in force at the date hereof,  the claims of\nthe Lender against the Borrower under this Loan Contract will rank at least pari\npassu  with the claims of all its other  unsecured  creditors  save those  whose\nclaims are preferred solely by any bankruptcy,  insolvency, liquidation or other\nsimilar laws of general application;\n\n         (i) in any proceedings taken in China in relation to this Loan Contract\nand any other document  executed in connection  herewith,  the choice of English\nlaw as the governing  law of this Loan Contract and any such other  document and\nany judgment obtained in England will be recognized and enforced, subject to the\nprovisions of the Civil Procedure Law of China;\n\n         (j)  under  the laws of China  in force at the date  hereof,  it is not\nnecessary that this Loan Contract or any other  document  executed in connection\nherewith be filed,  recorded or enrolled  with any court or other  authority  in\nChina or that any stamp,  registration  or similar tax be paid on or in relation\nto this Loan Contract save for:\n\n          (i) the  Borrower's  compliance  with the  Foreign  Debt  Registration\n     procedures in relation to the Loan; and\n\n          (ii) payment of stamp duty of 0.005 per cent of the full amount of the\n     Loan  on  this  Loan  Contract  by  both  parties  to  this  Loan  Contract\n     respectively;\n\n         (k) neither the Borrower nor the translations contemplated by this Loan\nContract  is  subject  to  currency  deposits   requirements   (other  than  any\nrequirements imposed by the Foreign Debt Registration  procedures in relation to\nthe Loan) of any nature under any applicable law or regulation of China,  nor is\nthere any  restriction  or  requirement  (other  than the  requirement  that the\nBorrower complies with the Foreign Debt  Registration  procedures in relation to\nthe  Loan and any  generally  applicable  foreign  exchange  control  regulation\nimposed after the date hereof) of the laws or  regulations of China which limits\nthe availability to the Borrower of US Dollars for the purpose of performing its\nobligations  hereunder to make  payments in US Dollars or  otherwise  limits the\nability of the Borrower to perform such obligations.\n\n         (l) no Event of Default (as  hereinafter  defined),  and no event which\nwith the giving of notice or the passing of time, or both,  would  constitute an\nEvent of Default, has occurred and is continuing.\n\n6.       CONDITIONS PRECEDENT.\n\n         The  obligation of the Lender to make the Loan  hereunder is subject to\nthe fulfillment, as determined solely by the Lender, of the following conditions\nprecedent at least five  Banking  Days prior to the  proposed  date of the first\ndrawdown of the Loan (except as  otherwise  indicated  below) and the  continued\nfulfillment of such conditions on the date of the first drawdown:\n\n\n         (a)  All  documents,   licenses,  approvals  and  permits  required  in\nconnection with the establishment of the Borrower as a Sino-foreign  cooperative\njoint venture and the design, construction,  ownership, operation and management\nof the Power Plant (as defined in the Operations  and Offtake  Contract which is\ndefined in Exhibit E) shall have been obtained and are in full force and effect;\nwithout  limiting the generality of the foregoing,  such approvals shall include\napproval by the  authorized  authority of Ministry of Foreign Trade and Economic\nCooperation of China of the Joint Venture  Contract and  Borrower's  Articles of\nAssociation,  approval  by the Anhui  Provincial  Pricing  Bureau of the pricing\nformula  set forth in  Appendix A to the  Operations  and  Offtake  Contract  as\ndefined in Exhibit E, approval by the relevant government department of the Land\nUse Rights (as defined in the Joint  Venture  Contract),  issuance of Borrower's\nbusiness license,  approval regarding access to the foreign exchange  adjustment\ncenter or foreign exchange banks,  and approvals  referred to in Article 6.05 of\nthe Joint Venture Contract;\n\n         (b) All registered  capital and other loans required to be funded under\nthe Joint Venture Contract by each party thereto as of such date shall have been\nfunded in full;\n\n         (c) The Lender  shall have  received  satisfactory  evidence of the due\nauthorization, execution and delivery by the Borrower of this Loan Contract, and\neach other document delivered in connection herewith;\n\n         (d) The Lender shall have received certified copies of all governmental\napprovals and filings  required for the  execution,  delivery,  performance  and\nenforceability  of this Loan  Contract  and each  other  document  delivered  in\nconnection  herewith or  therewith  and such  approvals  and filings are in full\nforce and effect;\n\n         (e) Each of the  representations  and warranties set forth in Section 5\nis true and correct in all material respects;\n\n         (f) The Borrower  shall have  performed  in all  material  respects its\nobligations required to be performed under this Loan Contract;\n\n         (g) All contracts  referred to in the Joint Venture Contract  including\nwithout limitation all Project Contracts (as defined in Exhibit E) and all other\nmaterial  contracts  required in connection with the construction of the Project\n(as  defined  Operation  and  Offtake  Contract)  shall have been  executed  and\ndelivered by all parties thereto and are in full force and effect;\n\n         (h) The Lender's independent engineer (referred to in the EPC Contract)\nor, at the  request of the  Lender,  the  Borrower,  has  certified  in a manner\nsatisfactory  to the Lender that all applicable  construction  milestones as set\nforth in Exhibit B have been met;\n\n         (i) The Borrower shall has purchased the insurance policies required by\nthe Lender, as specified in the EPC Contract and Operations and Offtake Contract\nand such policies shall be in full force and effect;\n\n         (j) The Borrower shall has signed each of the loan contracts  listed in\nthe Exhibit D of this Contract.\n\n         (k) The Lender  shall  have  received  a  favorable  opinion of H&amp;P Law\nOffice  with  respect  to the  transactions  contemplated  hereby and such other\napprovals, opinions and documents as the Lender may reasonably request;\n\n         (l)  Satisfactory  Evidence that an amount equal to the proposed amount\nto be drawn under the AES Loan  Contract  between  the Lender and Hefei  Zhongli\nEnergy Company Limited,  dated on the same date as this Contract, has been drawn\nor is to be drawn on the same date as the proposed date of such drawdown.\n\n         (m) Evidence  satisfactory to the Lender that the Borrower has paid all\nstamp duties payable under the laws of China in connection with all the executed\noriginals of this Loan Contract.\n\n         (n) Evidence satisfactory to the Lender that the borrowing contemplated\nin this Loan Contract has been approved by the State  Administration of Exchange\nControl  (including,  but not  limited  to,  the  registration  certificate  for\nexternal  debt  issued by the State  Administration  of  Exchange  Control  (the\n'Registration Certificate')).\n\n         (o) Copies,  each certified a true copy by a duly authorized officer of\nthe Borrower, of each of the Project Contracts (referred to in Exhibit E).\n\n         (p) Evidence satisfactory to the Lender that the Borrower has appointed\nan English process agent pursuant to Section 13(a).\n\n7.       COVENANTS.\n\n         (a) The  Borrower  shall at all times (i) preserve and maintain in full\nforce and effect its existence as a cooperative  joint venture under the laws of\nChina,  its  qualification  to do business in Anhui Province,  China and in each\nother   jurisdiction  in  which  the  conduct  of  its  business  requires  such\nqualification  and (ii)  obtain  and  maintain  in full  force  and  effect  all\ndocuments,  licenses, permits and governmental approvals required at any time in\nconnection  with the  construction,  maintenance,  ownership or operation of the\nFacility (as defined in the EPC Contract).\n\n         (b) The Borrower shall (i) perform and observe all of its covenants and\nagreements  contained in any Project Contract or any other document  relating to\nthe  Facility to which it is a party and (ii)  maintain in full force and effect\neach of the Project Contracts.\n\n         (c) The Borrower  shall  comply,  and shall ensure that the Facility is\nconstructed and operated, with all and any governmental requirements.\n\n         (d) The Borrower  shall  promptly  provide to the Lender  copies of the\nBorrower's  construction,  operation and financial reports and other information\nrelating to the construction or operation of the Facility.\n\n         (e) The  Borrower  shall use the  proceeds  of the Loan  solely for the\npurpose of financing the construction and start-up of the Facility.\n\n         (f) The Borrower shall notify the Lender  immediately of the occurrence\nof any Event of Default or of any event which  would  become an Event of Default\nwith the passage of time or giving of notice or both.\n\n         (g) The Borrower  shall not,  without the prior written  consent of the\nLender,  assign,  sell,  pledge,  mortgage,  encumber or otherwise  transfer any\ninterest in any assets of the  Borrower  other than  transfers  in the  ordinary\ncourse of its business  that would not have a materially  adverse  effect on the\nBorrower or the ability of the Borrower to perform its obligations hereunder.\n\n         (h) Prior to any due date for any  repayment of the principal of and\/or\nthe payment of interest on the Loan, the Borrower shall (A) use the Registration\nCertificate  and the notice  regarding such  repayment  and\/or payment to obtain\nfrom the registration  department a verification  and approval  certificate with\nrespect to such repayment  and\/or  payment;  and (B) use such  verification  and\napproval  certificate  and  the  Registration   Certificate  to  handle  matters\nregarding the  remittance  from the foreign debt account of the principal of and\ninterest on the Loan outside of China at the relevant bank.\n\n         (i) Prior to 31 January of each year,  the Borrower shall submit to the\nlocal foreign  exchange  administration  a report  stating the amount of foreign\ncurrency  purchased  in the  preceding  year for the  purpose  of  repaying  the\nprincipal  of and  paying  the  interest  on the Loan and a plan  regarding  the\npurchase  of foreign  currency  for the current  year,  and the  Borrower  shall\nprovide copies,  certified by a duly authorized officer of the Borrower, of each\nsuch report together with evidence  satisfactory to the Lender that the original\nthereof has been delivered to the local foreign exchange administration.\n\n         (j) The Borrower shall not,  without the prior written  approval of the\nLender,  seek to agree any  waiver or seek any  waiver  from any of the  lenders\nparty to the loan agreements set out in Exhibit D.\n\n         (k) The Borrower  shall not,  without the prior written  consent of the\nLender, incur any further indebtedness save for indebtedness incurred in respect\nof trade  finance  facilities  with  reputable  banks to enable the  Borrower to\npurchase  equipment,  raw  materials  and services for the Project the aggregate\namount of which at any time does not exceed 250,000 RMB.\n\n8.       EVENTS OF DEFAULT.\n\n         (a) Each of the following  events and occurrences  shall  constitute an\nEvent of Default under this Loan Contract:\n\n\n               (i) any representation or warranty of the Borrower proves to have\n          been untrue when made or deemed to be made or renewed; or\n\n\n               (ii) the Borrower  fails to repay when due any principal  amounts\n          of the Loan,  or the Borrower  fails to pay within three  Banking Days\n          after the date due any  interest or fee  payment,  due pursuant to the\n          terms of this Loan  Contract,  any document  delivered  in  connection\n          herewith; or\n\n               (iii)  the  Borrower  fails to  perform  or  violates  any  other\n          provision of this Loan  Contract  (including  without  limitation  the\n          covenants),  or any document delivered in connection  herewith,  which\n          continues unremedied for 30 days after notice thereof from the Lender;\n          or\n\n               (iv) except as  otherwise  provided  in clause  (ii)  above,  the\n          Borrower  fails  to pay  when  due any  indebtedness  for  which it is\n          liable,  contingently  or  otherwise,  or  any  such  indebtedness  is\n          accelerated or is required to be prepaid prior to the stated  maturity\n          thereof; or\n\n               (v) any document,  license,  approval or permit  required for the\n          performance or enforceability of the obligations of the Borrower under\n          this Loan  Contract,  or any other  document  delivered in  connection\n          herewith expires or is not renewed upon expiration or is terminated or\n          revoked or modified in any material respect; or\n\n               (vi) any  document,  license,  approval  or  permit  required  in\n          connection  with the Project expires or is not renewed upon expiration\n          or is terminated or revoked or modified in any material respect; or\n\n               (vii) any  Project  Contract  is  materially  breached by a party\n          thereto or such contract ceases to be in full force and effect; or\n\n               (viii) the Borrower becomes  insolvent or unable to pay its debts\n          when due,  or  commits  any act of  bankruptcy  including  filing  any\n          petition in any bankruptcy,  winding-up or reorganization  proceeding,\n          or  acknowledges  in writing its  insolvency  or  inability to pay its\n          debts, or any petition relating to bankruptcy is filed with respect to\n          it by its creditors; or\n\n               (ix) one or more  judgments  aggregating at least US$ 100,000 (or\n          its  equivalent in any  currency)  that is not covered by insurance is\n          entered  against the Borrower and is not satisfied,  vacated or bonded\n          pending appeal within 60 days after such entry; or\n\n               (x) the Project  becomes or is declared a total loss or is beyond\n          economic repair in the opinion of an insurance expert appointed by the\n          Lender; or\n\n               (xi) any execution or distress is levied against,  or encumbrance\n          takes possession by way of enforcement of security of the whole or any\n          part of the property, undertaking or assets of the Borrower; or\n\n               (xii) by or under the  authority  of any  government  (a) all, or\n          substantially  all of, the  management of the Borrower is displaced or\n          the authority of the Borrower in the conduct of its business is wholly\n          or  partially  curtailed  or (b) all or a majority of its  revenues or\n          assets is seized, nationalized, expropriated or compulsorily acquired;\n          or\n\n               (xiii) an Event of Default has occurred and is  continuing  or an\n          event which with the giving of notice or the passing of time, or both,\n          would  constitute  an Event of  Default,  under the AES Loan  Contract\n          between the Lender and Hefei Zhongli Energy Company  Limited dated [ ]\n          dated on the same date as this Contract.\n\n         (b) If an Event of Default  shall occur and be  continuing,  the Lender\nshall have no further  obligation  to make further  drawdowns of the Loan to the\nBorrower  and  the  Lender  may  by  notice  to the  Borrower  declare  all  the\nOutstandings and accrued interest thereon and other amounts payable hereunder to\nbe  immediately  due and  payable,  whereupon  all  such  amounts  shall  become\nforthwith due and payable  without  further demand or notice of any kind. In the\nevent of an Event of Default,  the Lender shall also have the right to liquidate\nthe Borrower and its assets.\n\n         (c) If the  Borrower  fails  to pay any sum  payable  under  this  Loan\nContract  when due, the Lender shall charge the Borrower (i) US$ 10,000  default\nfee which the  Borrower  hereby  agrees shall be deemed to be due and payable on\nthe date of  default  and (ii) in  addition  to the normal  interest  defined in\nSection 3(a) an additional  two percent (2%) default  interest per annum on such\nsum for the  period  beginning  from and  including  the due date to the date of\nactual payment (after as well as before judgment) as conclusively  determined by\nthe Lender.\n\n\n9.       ENTIRE AGREEMENT; AMENDMENTS.\n\n         This Loan  Contract  constitutes  the entire  agreement  of the parties\nhereto with respect to the subject  matter  hereof and may be amended only by an\ninstrument in writing signed by the parties hereto.\n\n10.      INDEMNITY.\n\n         (a) The  Borrower  shall pay all stamp duties in  connection  with this\nLoan  Contract,  and each other  document  delivered in connection  herewith and\nshall  reimburse  the  Lender  for any  other  cost,  expenses,  loss or  damage\n(including  without  limitation any taxes but excluding taxes imposed on the net\nincome of the Lender by the  jurisdiction  of its  registration  and other costs\nresulting  from changes in law after the date hereof)  incurred by the Lender in\nconnection  with, (i) the  negotiation,  preparation  and execution of this Loan\nContract  including  legal fees, or any other  document  delivered in connection\nherewith and the completion of the transactions  contemplated herein or therein,\nand (ii) the  preservation  and\/or  enforcement  of any of its rights under this\nLoan  Contract or any other  document  delivered  herewith.  The payment of such\nstamp duties by the Borrower and the reimbursement by the Borrower of such other\ncost,  expenses,  loss or damage  (including  taxes as stated above) shall be in\naddition to, and without prejudice to, the Borrower's obligation to pay interest\nas set  forth in  Sections  3(a) and 8(c) and to repay the  principal  amount in\naccordance with Section 2(a) or pursuant to a declaration under Section 8(b).\n\n         (b)  Without  limiting  the  generality  of clause  (a)  above,  if the\nBorrower  shall be obligated to withhold  and pay any taxes  required  under the\napplicable  laws of China or under any  agreement  between China and any country\nwhich has jurisdiction  over the Lender or the Borrower,  the interest rate then\napplicable  hereunder shall be automatically and accordingly  increased and such\nthat the additional  interest  payment shall ensure the net amounts  received by\nand  retained the Lender  after such  withholding  shall be equal to the amounts\nwhich  would  have  been  received  and  retained  by the  Lender  had  no  such\nwithholding been made.\n\n         (c) The  indemnity  provisions  of this  Section 10 shall  survive  the\nrepayment of the Loan and the termination of this Loan Contract.\n\n11.      NOTICE.\n\n         All  notices  hereunder  shall  be  in  writing  and  shall  be  either\npersonally delivered,  or transmitted by postage prepaid registered air mail, or\nby facsimile to the party addressed at the relevant address and facsimile number\nset forth below and, in the case of the Lender,  shall be  expressly  marked for\nthe  attention  of the  department  or  officer  identified  with  the  Lender's\nsignature  below and shall be deemed to have been made or delivered (in the case\nof any  communication  made by letter) when left at that address or (as the case\nmay be) five (5) days  after  being  deposited  in the post (air  mail,  if such\nletter is to be sent overseas) postage prepaid in an envelope addressed to it at\nthat  address  or (in the  case of any  communication  made by  facsimile)  when\ndispatched  after a  transmission  report  confirming  due  transmission  to the\ncorrect  facsimile  number and the correct number of pages  transmitted.  Either\nparty may change its address by written notice to the other.\n\n12.      GOVERNING LAW.\n\n         This Loan Contract  shall be governed by and  interpreted in accordance\nwith the laws of England without regard to the conflict of laws rules thereof.\n\n13.      SUBMISSION TO JURISDICTION.\n\n         (a) The  Borrower  hereby  irrevocably  for the  benefit  of the Lender\nconsents  that any legal  action or  proceeding  against it or any of its assets\nwith respect to any of the  obligations  arising  under or relating to this Loan\nContract may be brought in any English  court,  as the Lender may elect,  and by\nexecution and delivery of this Loan Contract,  the Borrower  hereby  irrevocably\nsubmits to and accepts with regard to any such action or proceeding,  for itself\nand in respect of its property, generally and unconditionally, the non-exclusive\njurisdiction of the aforesaid courts.  The Borrower hereby  irrevocably agree to\ndesignate, appoint and empower AES Electric in England (address: Burleigh House,\n17-19 Whorl Way, Richard TW10 6AG, U.K.), as its agent to receive for and on its\nbehalf  service of process in  England in any legal  action or  proceeding  with\nrespect to this Contract or any other document delivered in connection herewith.\nThe  foregoing,  however,  shall  not limit  the  rights of the  Lender to serve\nprocess in any other  manner  permitted  by law or to bring any legal  action or\nproceeding  or to obtain  execution of judgment in any  jurisdiction,  including\nwithout limitation the People's Republic of China.\n\n         (b) The Borrower hereby  irrevocably  waives any objection which it may\nnow or  hereafter  have to the  laying  of the  venue  of any  suit,  action  or\nproceeding  arising  out of or  relating  to this  Loan  Contract  or any  other\ndocument  delivered  in  connection  herewith  in  England  and  hereby  further\nirrevocably  waives any claim it might now or hereafter have that England is not\na convenient forum for any such suit, action or proceeding.\n\n14.      ARBITRATION.\n\n         (a) Notwithstanding Section 13, the Lender may, in its sole discretion,\nchoose to submit any  dispute  arising  out of or in  connection  with this Loan\nContract for binding arbitration in Stockholm,  Sweden under the auspices of the\nInternational  Chamber of Commerce in accordance  with the Rules of Conciliation\nand  Arbitration  of the  International  Chamber of Commerce as in effect on the\ndate of this Loan  Contract  (except to the  extent  this  Section 14  specifies\ndifferent  procedures in which event such procedures will govern the arbitration\nto the extent so specified).  The Lender may choose  arbitration with respect to\nany dispute at any time either  before or after any filing of any claim,  action\nor proceeding with any court by either party,  provided,  however, that once the\nLender  makes such a choice,  the relevant  dispute will be settled  finally and\nexclusively  by  arbitration  irrespective  of (i) whether any claim,  action or\nproceeding has already been  commenced in any court,  (ii) the magnitude of such\ndispute or (iii) whether such dispute would otherwise be considered  justifiable\nor for resolution by a court or arbitrate  tribunal.  In the event that a claim,\naction or  proceeding  has  already  been  commenced  in a court when the Lender\nchooses to submit the relevant dispute for arbitration, both parties hereto will\nimmediately  discontinue  and withdraw the claim,  action or proceeding from the\ncourt so that the  dispute may be handled  exclusively  by  arbitration.  Once a\ndispute is submitted by the Lender to  arbitration,  the Borrower shall not have\nany right to file any  claim,  action or  proceeding  in any court in respect of\nsuch  dispute or any matter  relating to such dispute so that the dispute may be\nhandled  exclusively  by  arbitration.  Any  action by the  Lender to submit any\ndispute for  arbitration  shall not prevent the Lender from  bringing any claim,\naction or proceeding in any court with respect to any other dispute.\n\n         (b) The  Borrower  shall not have any right to submit  any  dispute  to\narbitration.\n\n         (c) Any settlement and award rendered  through  arbitration  proceeding\nwill be final and binding upon the parties  hereto if the decision is in writing\nand  contains  a reasoned  analysis  explaining  the  arbitrators'  reasons  for\nrendering the award.  This Loan Contract and the rights and  obligations  of the\nparties  hereto will  remain in full force and effect  pending the award in such\narbitration proceeding,  which award will determine whether and when termination\nof this Loan Contract shall become effective.\n\n         (d) The arbitration will be conducted in English and Chinese.\n\n         (e)  There  will be three  arbitrators.  Each  party  will  select  one\narbitrator within 30 days after the Lender elects to commence arbitration.  Such\narbitrators will be freely selected,  and the parties hereto will not be limited\nin their selection to any prescribed list. Within 30 days after the selection of\nthe latter of the two arbitrators  selected by the parties,  the two arbitrators\nshall  select the third  arbitrator;  if the two  arbitrators  do not select the\nthird  within such 30 day period,  the  International  Arbitration  Court of the\nInternational  Chamber of Commerce will select the third arbitrator.  If a party\ndoes not appoint an arbitrator who has consented to  participate  within 30 days\nafter the selection of the first  arbitrator,  the relevant  appointment will be\nmade by the  International  Arbitration  Court of the  International  Chamber of\nCommerce.  The costs of the  arbitration  will be borne by the parties hereto as\ndetermined by the  arbitration  tribunal taking into account the relative merits\nof the positions of the parties.\n\n         (f) The parties  hereto agree that the arbitrate  award may be enforced\nagainst  the  parties  or their  assets  wherever  they may be found  and that a\njudgment  upon  the  arbitration  award  may  be  entered  in any  court  having\njurisdiction thereof. Accordingly, the parties hereto irrevocably agree that any\naction to enforce such judgment may be instituted wherever  appropriate and each\nparty hereby  irrevocably  waives,  to the fullest extent  permitted by law, any\nobjection  which it may have now or  hereafter to the laying of the venue or the\njurisdiction  or the convenience of the forum of any such action and irrevocably\nsubmits generally and  unconditionally  to the jurisdiction of any such court in\nany such action.\n\n15.      BANKING DAY ADJUSTMENT.\n\n         If the date on which a payment is due is not a Banking  Day,  such date\nshall be  changed  to the next  succeeding  Banking  Day (or to the  immediately\npreceding Banking Day if the next succeeding  Banking Day is in another calendar\nmonth).\n\n16.      INFORMATION.\n\n         The Borrower shall provide the Lender with any and all such information\nconcerning the condition and operation of the Borrower,  financial or otherwise,\nas the Lender may from time to time request.\n\n17.      WAIVER; CUMULATIVE RIGHTS.\n\n         The  failure  or delay of the  Lender  to  require  performance  by the\nBorrower of any  provisions of this Loan Contract  shall not affect its right to\nrequire performance of such provision unless and until such performance has been\nwaived in  writing by the  Lender.  Each and every  right  granted to the Lender\nhereunder or under any other  document  delivered  in  connection  herewith,  or\nallowed to it at law or in equity,  shall be cumulative  and is not exclusive of\nany rights or remedies  provided by law and all such rights may be  exercised in\npart or in whole from time to time.\n\n18.      ASSIGNMENT.\n\n         This Loan Contract  shall be binding upon and shall be  enforceable  by\nthe Borrower  and the Lender and the their  respective  successors  and assigns,\nexcept that the Borrower shall have no right to assign or transfer its rights or\nobligations hereunder.\n\n19.      SET-OFF.\n\n         Nothing  herein  contained  shall limit the right of set-off,  lender's\nlien or counterclaim which may be available to the Lender under applicable law.\n\n20.      SEVERABILITY.\n\n         If any of the provisions contained in this Loan Contract,  or any other\ndocument  delivered  in  connection  herewith  shall  be  invalid,   illegal  or\nunenforceable  in any respect under any applicable  law, the validity,  legality\nand enforceability of the remaining provisions contained herein or therein shall\nnot in any way be affected or impaired.\n\n21.      COUNTERPARTS.\n\n         This Loan  Contract  may be signed in any number of  counterparts.  Any\nsingle  counterpart  or a set of  counterparts  signed,  in either case, by both\nparties hereto shall constitute a full and original contract for all purposes.\n\n22.      LANGUAGE.\n\n         This Loan  Contract  shall be written and  executed in both Chinese and\nEnglish versions.  In the event of any  inconsistency  between the two versions,\nthe English version shall be the binding version.\n\n23.      CONSTRUCTION.\n\n         Unless otherwise  stated,  all references made in this Loan Contract to\n'Sections',  'Clauses' and 'Exhibits' shall refer, respectively, to Sections of,\nClauses of and Exhibits to, this Loan Contract.  References  herein to this Loan\nContract include the Exhibits hereto.\n\n24.      EFFECTIVENESS.\n\n         This Loan  Contract  shall  become  effective  on the date  ('Effective\nDate') each of the following requirement has been fulfilled:  (i) the signing of\nthis Loan Contract hereof, (ii) the signing of the AES Loan Contract between the\nLender and Hefei Zhongli Energy Company Limited,  (iii) the registration of this\nLoan Contract with the State  Administration of Exchange Control ('SAEC') or its\nauthorized government authority and the obtaining of a registration  certificate\nfrom the SAEC and, (iv) the  registration  of the AES Loan Contract  between the\nLender and Hefei Zhongli Energy Company Limited with the State Administration of\nExchange Control or its authorized  government  authority and the obtaining of a\nregistration certificate from the SAEC.\n\n         IN WITNESS WHEREOF, the parties hereto,  intending to be legally bound,\nhave  caused  this  Loan  Contract  to be  executed  by  their  respective  duly\nauthorized signatories as of the day and year first written above.\n\nBORROWER\n--------\n\n\n                                 Anhui Liyuan-AES Power Company Limited\n\n\n                                 By:[Signature Illegible]\n                                    -------------------------------\n                                    Name:\n                                    Title:\n                                    Facsimile: Witness [Signature Illegible]\nLENDER\n------\n\n                                 AES Chigen Company (L), Ltd.\n\n                                 By:[Signature Illegible]\n                                    -------------------------------\n                                    Name:\n                                    Title:\n                                    Facsimile: Witness [Signature Illegible]\n\n\n\n\n                                    EXHIBIT A\n\n                           FORM OF NOTICE OF DRAWDOWN\n                           --------------------------\n\nTo:      AES  Chigen Company (L) Ltd.\n\nFrom:    Anhui Liyuan-AES Power Company Limited\n\n\n                                                        Date: [--------], 199[-]\n\nDear Sirs,\n\n1.   We refer to the loan  agreement  dated [ ], 199[ ] (as amended from time to\n     time) (the 'AES LOAN CONTRACT') and made between  ourselves as borrower and\n     yourselves as lender. Terms defined in the AES Loan Contract shall have the\n     meaning in this notice.\n\n2.   Pursuant to the AES Loan  Contract,  we hereby give you notice that we wish\n     to borrow on [insert  date of proposed  drawdown] a part of the Loan in the\n     amount of $[ ] United  States  Dollars  upon the terms and  subject  to the\n     conditions set out in the AES Loan Contract.\n\n3.   We confirm  that,  as at the date hereof,  the  representations  set out in\n     Section 5 of the AES Loan Contract are true.\n\n4.   The proceeds of this drawdown  should be credited to [insert the Borrower's\n     account details\/the EPC Contractor's account details].\n\nYours faithfully,\n\n------------------------------\n(Authorized Signatory)\nfor and on behalf of\nANHUI LIYUAN-AES POWER COMPANY LIMITED\n\n\n\n                                    EXHIBIT B\n\n                                DRAWDOWN SCHEDULE\n\n\n             [TO BE DETERMINED BY THE BORROWER'S BOARD OF DIRECTORS]\n\n\nDATE                        AMOUNT            CONSTRUCTION MILESTONE\n----                        ------            ----------------------\n\n\n\n\n\n\n\n\n\n\n\n\n                                    EXHIBIT C\n\n                              AMORTIZATION SCHEDULE\n                              ---------------------\n\n\nTHE FIRST BANKING DAY OF                 PRINCIPAL DUE\n------------------------                 -------------\n\n                                      \nJanuary 1999                             Outstandings (on Availability Termination Date) \/ 16\nJuly 1999                                Outstandings (on Availability Termination Date) \/ 16\nJanuary 2000                             Outstandings (on Availability Termination Date) \/ 16\nJuly 2000                                Outstandings (on Availability Termination Date) \/ 16\nJanuary 2001                             Outstandings (on Availability Termination Date) \/ 16\nJuly 2001                                Outstandings (on Availability Termination Date) \/ 16\nJanuary 2002                             Outstandings (on Availability Termination Date) \/ 16\nJuly 2002                                Outstandings (on Availability Termination Date) \/ 16\nJanuary 2003                             Outstandings (on Availability Termination Date) \/ 16\nJuly 2003                                Outstandings (on Availability Termination Date) \/ 16\nJanuary 2004                             Outstandings (on Availability Termination Date) \/ 16\nJuly 2004                                Outstandings (on Availability Termination Date) \/ 16\nJanuary 2005                             Outstandings (on Availability Termination Date) \/ 16\nJuly 2005                                Outstandings (on Availability Termination Date) \/ 16\nJanuary 2006                             Outstandings (on Availability Termination Date) \/ 16\nJuly 2006                                Remaining Principal Balance\n\n\n\n\n\n\n\n\n\n                                    EXHIBIT D\n\n\n            LIST OF THE BORROWER'S DEBTS OF OVER RMB ONE MILLION EACH\n            ---------------------------------------------------------\n\n\n\n\n                                             LOAN 1                          LOAN 2\n                                             ------                          ------\n                                                                                 \n          LENDER                             Bank of China                   Bank of China\n          DATE OF THE LOAN\n          CONTRACT NO.\n          LOAN AMOUNT                        [***]                           [***]\n          LOAN TERM                          [***]                           [***]\n          LOAN INTEREST                      [***]                           [***]\n          LOAN CURRENCY                      [***]                           [***]\n\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n\n\n\n\n\n                                    EXHIBIT E\n\n'EPC CONTRACT' means the contract dated [ ] and made between [ ] and [ ].\n\n'INTERCONNECTION  AGREEMENT'  means the agreement dated [ ] and made between [ ]\nand [ ].\n\n'OPERATIONS AND OFFTAKE  CONTRACT' means the contract dated [ ] and made between\n[ ] and [ ].\n\n'PROJECT  CONTRACTS'  means [the EPC Contract,  Interconnection  Agreement,  the\nJoint  Venture  Agreement,  the  Operations  and  Offtake  Contract],  the Power\nPurchase  and  sale  Contract[  and the  Share  Assets  Agreement  and  'Project\nContract' shall mean each of them]. [list to be completed and confirmed with the\nBorrower]\n\n'SHARE ASSETS  AGREEMENT' means the agreement dated [ ] and made between [ ] and\n[ ].\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6585],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9560,9567],"class_list":["post-40880","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aes-china-generating-co-ltd","corporate_contracts_industries-utilities__electric","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40880","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40880"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40880"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40880"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40880"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}