{"id":41118,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/loan-agreement-sohu-com-inc-and-jinmei-he.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"loan-agreement-sohu-com-inc-and-jinmei-he","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/loan-agreement-sohu-com-inc-and-jinmei-he.html","title":{"rendered":"Loan Agreement &#8211; Sohu.com Inc. and Jinmei He"},"content":{"rendered":"<pre>                                                                  Execution Copy\n\n--------------------------------------------------------------------------------\n\n                                 LOAN AGREEMENT\n\n\n                                    between\n\n\n                                   JINMEI HE\n\n                                  as Borrower\n\n                                      and\n\n                                 SOHU.COM INC.\n\n                                   as Lender\n\n\n\n                           Dated as of June __, 2000\n\n\n--------------------------------------------------------------------------------\n\n \n                                TABLE OF CONTENTS\n\n\n                              ARTICLE I DEFINITIONS\n\nSECTION 1.01. Definitions ..................................................   1\nSECTION 1.02. Interpretation ...............................................   2\n\n                     ARTICLE II AMOUNT AND TERMS OF THE LOAN\n\nSECTION 2.01. The Loan .....................................................   2\nSECTION 2.02. Method of Borrowing ..........................................   2\nSECTION 2.03. Maturity; Repayment ..........................................   2\nSECTION 2.04. Interest .....................................................   3\nSECTION 2.05. Waiver .......................................................   3\n\n                   ARTICLE III REPRESENTATIONS AND WARRANTIES\n\nSECTION 3.01. Borrower .....................................................   3\n\n                              ARTICLE IV CONDITIONS\n\nSECTION 4.01. Lender .......................................................   3\n\n                               ARTICLE V COVENANTS\n\nSECTION 5.01. Borrower .....................................................   4\n\n                          ARTICLE VI EVENTS OF DEFAULT\n\nSECTION 6.01. Events of Default ............................................   5\n\n                         ARTICLE VII PLEDGE AND SECURITY\n\nSECTION 7.01. Grant of Security Interest ...................................   5\nSECTION 7.02. The Lender's Appointment as Attorney-in-Fact .................   6\n\n                           ARTICLE VIII MISCELLANEOUS\n\nSECTION 8.01. Illegality ...................................................   6\nSECTION 8.02. Notices ......................................................   6\nSECTION 8.03. Foreign Exchange Restrictions ................................   7\nSECTION 8.04. Miscellaneous; Expenses; Indemnification .....................   8\n\n                                      -i-\n\n \nSECTION 8.05. Successors and Assigns .......................................   8\nSECTION 8.06. Governing Law ................................................   8\nSECTION 8.07. Headings .....................................................   8\nSECTION 8.08. Entire Agreement .............................................   8\nSECTION 8.09. Counterparts .................................................   8\nSECTION 8.10. Waiver of Sovereign Immunity .................................   9\nSECTION 8.11. Use of English Language ......................................   9\n\n\n                                      -ii-\n\n \n     LOAN AGREEMENT (the \"Agreement\"), dated June __, 2000, between JINMEI HE, a\ncitizen of the People's Republic of China (the \"Borrower\"), and SOHU.COM INC., a\ncorporation organized under the laws of the state of Delaware (the \"Lender\").\n\n\n                                R E C I T A L S\n                                ---------------\n\n     WHEREAS, the Borrower and the Lender desire to enter into a loan agreement\nfor the sole purpose of assisting the Borrower to make additional capital\ncontributions into Beijing Sohu Online Internet Services, Ltd., a company\norganized under the laws of the People's Republic of China (\"Beijing Sohu\"); and\n\n     WHEREAS, the Borrower has entered into an Option Agreement, dated as of\nJune __, 2000 (the \"Option Agreement\"), with Sohu ITC Information Technology\n(Beijing) Co., Ltd., a company organized under the laws of the People's Republic\nof China (\"Beijing ITC\").\n\n     NOW, THEREFORE, the Borrower and the Lender agree as follows:\n\n\n                                    ARTICLE I\n\n                                   DEFINITIONS\n\n      SECTION 1.01. Definitions.  The following terms have the meaning assigned\nto them below or in the Sections of this Agreement indicated below:\n\n     \"Borrower\" has the meaning assigned to it in the Preamble.\n\n     \"Business Day\" means any day except Saturday, Sunday or other day on which\ncommercial banks in New York City are authorized or required by law to be\nclosed.\n\n     \"Event of Default\" has the meaning set forth in Section 6.01(a).\n\n     \"Lender\" has the meaning assigned to it in the Preamble.\n\n     \"Loan Date\" has the meaning assigned to it in Section 2.02.\n\n     \"Maturity Date\" means the date of the tenth anniversary of the date of this\nAgreement, or such other date as may be specified in any notice from the Lender\nto the Borrower setting forth the maturity date of the Loan hereunder; provided\nthat any Maturity Date which would otherwise be a day which is not a Business\nDay shall be extended to the next succeeding Business Day.\n\n      SECTION 1.02. Interpretation.  For all purposes of this Agreement and the\nAppendices\n\n \nhereto, except as otherwise expressly provided or unless the context otherwise\nrequires:\n\n     (a)  the terms defined in Section 1.01 have the meanings assigned to them\n          in Section 1.01 and include the plural as well as the singular and\n          vice-versa;\n\n     (b)  words importing gender include all genders;\n\n     (c)  any reference to an \"Article\" or \"Section\" refers to an Article or\n          Section of, as the case may be, this Agreement; and\n\n     (d)  all references to this Agreement and the words \"herein\", \"hereof\",\n          \"hereto\" and \"hereunder\" and other words of similar import refer to\n          this Agreement as a whole, as it may be amended from time to time, and\n          not to any particular Article, Section or other subdivision.\n\n\n                                   ARTICLE II\n\n                          AMOUNT AND TERMS OF THE LOAN\n\n      SECTION 2.01. The Loan.  The Lender agrees, subject to the terms and\nconditions of this Agreement, to extend a loan to the Borrower (the \"Loan\")\nwhich the Borrower reasonably requires for the purposes specified in the\nRecitals above upon request by the Borrower to the Lender.  The principal amount\nof the Loan shall not exceed U.S.$43,000.  The Loan shall not be revolving in\nnature and amounts repaid may not be reborrowed.  The commitment of the Lender\nto make the Loan shall terminate at the close of business on the Maturity Date.\n\n      SECTION 2.02. Method of Borrowing.  At least 10 Business Days prior to the\ndate on which the Loan is required, the Borrower shall deliver to the Lender a\nnotice setting forth: (a) the amount of such Loan requested and (b) the date the\nrequested amount is to be made available to the Borrower (the \"Loan Date\"),\nprovided, however, if the Loan Date does not fall on a Business Day, such Loan\nDate shall be deemed to fall on the Business Day immediately following such Loan\nDate.  On the Loan Date, the Lender shall make available to the Borrower by the\nclose of business (Beijing time) on such Loan Date the full amount of the Loan\nrequested by wire transfer of immediately available funds in United States\ndollars to an account designated by the Borrower.\n \n      SECTION 2.03. Maturity; Repayment. Any outstanding amount of the Loan and\nany other moneys owing under this Agreement, if any, shall become due and\npayable by the Borrower on demand from the Lender.  Any proceeds from the\nexercise of the option pursuant to the Option Agreement shall be applied towards\nthe partial repayment of the Loan. Notwithstanding the foregoing, any\noutstanding amount of the Loan and any other moneys owing under this Agreement,\nif any, shall become due and payable by the Borrower to the Lender on the\nMaturity\n\n                                      -2-\n\n \nDate.\n\n      SECTION 2.04. Interest. The Loan shall not bear any interest.\n\n      SECTION 2.05. Waiver.  No provision set forth in this Article II shall be\nwaived without the approval of the board of directors of the Lender.\n\n\n                                  ARTICLE III\n\n                         REPRESENTATIONS AND WARRANTIES\n\n      SECTION 3.01. Borrower.  The Borrower hereby represents and warrants to\nthe Lender that:\n\n      (a) The Borrower is duly authorized to enter into and perform this\n          Agreement and to borrow hereunder and this Agreement constitutes a \n          valid and enforceable agreement of the Borrower; and\n\n      (b) Except for the security interest granted to the Lender pursuant to\n          Section 7.01, the Borrower is the sole owner of each item of the\n          Collateral specified in Section 7.01 in which it purports to grant a\n          security interest hereunder, having good and marketable title thereto,\n          free and clear of any and all liens.\n\n\n                                   ARTICLE IV\n\n                                   CONDITIONS\n\n      SECTION 4.01. Lender.  The obligation of the Lender to extend the Loan\nhereunder is subject to the conditions precedent that (a) immediately after the\nextension of any Loan, no Event of Default (as defined in Section 6.01) or any\nevent or condition which with the giving of notice or lapse of time, or both,\nwould become an Event of Default shall have occurred and be continuing, (b) the\nrepresentations and warranties contained in this Agreement are true on and as of\nthe Loan Date with the same force and effect as if made on and as of such date\nand (c) the Lender shall be satisfied as of each Loan Date that the Borrower\nintends to use the proceeds of such Loan for the purposes set forth in the\nRecitals above.\n\n\n                                   ARTICLE V\n\n                                   COVENANTS\n\n   \n\n\n                                       -3-\n\n \n      SECTION 5.01. Borrower.  So long as the commitment to make the Loan\nhereunder shall be in effect or any amount of the Loan is outstanding, unless\ncompliance shall conflict with any provision of the Option Agreement or\ncompliance shall have been waived in writing by the Lender after approval by the\nboard of directors of the Lender, the Borrower agrees that:\n\n      (a) The Borrower shall use the proceeds of the Loan exclusively for the\n          purchase of shares of Beijing Sohu, and the actual use of the proceeds\n          shall be certified to the Lender by the Lender's independent public\n          auditors;\n\n      (b) The Borrower shall not seek any additional loans from any person or\n          entity other than the Lender for the purchase of shares of Beijing\n          Sohu;\n\n      (c) The Borrower shall not offer, sell, contract to sell, pledge, make any\n          short sale or otherwise dispose of any shares of Beijing Sohu, or any\n          options or warrants to purchase any of the Borrower's right, title or\n          interest in shares of Beijing Sohu, whether now owned or hereinafter\n          acquired by the Borrower, to any person or entity other than the\n          Lender;\n\n      (d) The Borrower shall comply in all material respects with all applicable\n          laws, ordinances, rules, regulations and requirements of governmental\n          authorities except where the necessity of compliance therewith is\n          contested in good faith by appropriate proceedings and with respect to\n          which adequate reserves have been established; and\n\n      (e) The Borrower shall promptly give notice in writing to the Lender of\n          all litigation, arbitral proceedings and regulatory proceedings\n          affecting the Borrower or the property of the Borrower.\n\n\n                                   ARTICLE VI\n\n                                EVENTS OF DEFAULT\n\n      SECTION 6.01. Events of Default.  If any of the following events (each an\n\"Event of Default\") shall occur and be continuing: (a) the Borrower shall fail\nto make payment required by Section 2.03 when due; (b) any representation or\nwarranty made by the Borrower in this Agreement shall prove to have been\nincorrect in any material respect when made; (c) the Borrower shall fail to\nobserve or perform any covenant contained in Article V; (d) the Borrower shall\ncease, for any reason, to be an employee of the Lender or Beijing ITC; (e) the\nBorrower shall fail to make any payment in respect of any indebtedness for\nborrowed money when due or within any applicable grace period, or any event or\ncondition shall occur which results in the acceleration of the maturity of any\nindebtedness for borrowed money of the Borrower or enables (or, with the giving\nof notice or lapse of time, or both, would enable) the holder of such\n\n\n                                      -4-\n\n \nindebtedness for borrowed money or any person acting on such holder's behalf to\naccelerate the maturity thereof; (f) the Borrower shall become insolvent\n(however such insolvency may be evidenced) or proceedings are instituted by or\nagainst the Borrower under any bankruptcy, reorganization, suspension of\npayments or insolvency law or other law for the relief of debtors; (g) a\njudgment, decision or order for the payment of money shall be rendered by a\ncourt of law, arbitral authority or regulatory agency against the Borrower and\nsuch judgment, decision or order shall remain unstayed and unpaid for a period\nof 10 days; or (h) the validity of this Agreement or the ability of the Borrower\nhereunder to perform in accordance with the terms thereof shall be contested by\nthe Borrower or the Borrower shall deny liability under this Agreement or any\nprovision of this Agreement shall for any reason be invalid, ineffective or\nunenforceable, then, in the case of occurrence of any of the Events of Default\nspecified above, the Lender may, by written notice to the Borrower, declare the\nLoan outstanding hereunder to be forthwith due and payable, whereupon the same\nshall become forthwith due and payable, without demand, protest, presentment,\nnotice of dishonor or any other notice or demand whatsoever, all of which are\nhereby waived by the Borrower; provided, that in the case of the Event of\nDefault specified in Section 6.01(f) with respect to the Borrower, without any\nnotice to the Borrower or any other act of the Lender, the Loan outstanding\nshall become forthwith due and payable without demand, protest, presentment,\nnotice of dishonor or any other notice or demand whatsoever, all of which are\nhereby waived by the Borrower.\n\n\n                                   ARTICLE VII\n\n                               PLEDGE AND SECURITY\n\n     SECTION 7.01. Grant of Security Interest. As collateral security (the\n\"Collateral\") for the prompt and complete payment and performance when due\n(whether at stated maturity, by acceleration or otherwise) of all of the unpaid\nprincipal amount of the Loan and to induce the Lender to enter into this\nAgreement and make the Loan, the Borrower hereby assigns, conveys, mortgages,\npledges, hypothecates, grants, transfers and sets over to the Lender a first\nsecurity interest in all of the Borrower's right, title and interest, whether\nnow owned or hereafter acquired by the Borrower, in the shares of Beijing Sohu.\n\n     SECTION 7.02.  The Lender's Appointment as Attorney-in-Fact.  Upon the\noccurrence of and during the continuation of an Event of Default, the Lender or\nits nominee, on the Lender's behalf, may thereafter exercise (A) all voting and\nother rights pertaining to the Collateral and (B) any and all rights and\nprivileges pertaining to the Collateral as if it were the absolute owner\nthereof, all without liability except to account for property actually received\nby it, but the Lender shall have no duty to exercise any such right, privilege\nor option and shall not be responsible for any failure to do so or delay in so\ndoing.  The Borrower hereby irrevocably constitutes and appoints the Lender and\neach officer of the Lender and each agent designated by any such officer, with\nfull power of substitution, as its true and lawful attorney-in-fact with full\nirrevocable power and authority in the place and stead of the Borrower and in\nthe name of the Borrower or in its\n\n\n                                      -5-\n\n \nown name, from time to time in the Lender's discretion, for the purpose of\nexercising such rights. The Borrower hereby ratifies, to the extent permitted by\nlaw, all that said attorneys shall lawfully do or cause to be done by virtue\nhereof. The power of attorney granted pursuant to this Section 7.02 is a power\ncoupled with an interest and shall be irrevocable until all of the unpaid\nprincipal amount of the Loan and all fees and other amounts owed by the Borrower\nunder this Agreement are indefeasibly paid in full.\n\n\n                                  ARTICLE VIII\n\n                                  MISCELLANEOUS\n\n     SECTION 8.01. Illegality. If it shall become unlawful for the Lender to\ncontinue to maintain any Loan or to make any Loan hereunder, then upon receipt\nof notice to such effect by the Borrower from the Lender, the Lender's\nobligation to make the Loan hereunder shall be suspended and the Borrower shall\nrepay the Loan in full.\n\n     SECTION 8.02. Notices. All notices, requests and other communications to\nthe Lender or to the Borrower hereunder shall be in writing (including facsimile\nor similar writing and overnight express mail or courier delivery, but excluding\nordinary mail delivery) and shall be given to the addresses stated below.\n\n     If to the Borrower:    Jinmei He\n                            (PRC Identification number: 510103700307736)\n                            Room 2-301, Gan Xiu Building\n                            Zhuangjiabing Technology Institute\n                            Fengtai District\n                            Beijing 100072\n                            People's Republic of China\n                            Telephone:  (86-10) 6510-2162 ext. 236\n                            Facsimile:  (86-10) 6510-2159\n                        \n     If to the Lender:      Sohu.com Inc.\n                            7 Jianguomen Nei Avenue\n                            Suite 1519, Tower 2\n                            Bright China Chang An Building\n                            Beijing 100005\n                            People's Republic of China\n                            Attention:  Thomas Gurnee\n                            Telephone:  (86-10) 6510-2571\n                            Facsimile:  (86-10) 6510-2572\n\n                            \n                                      -6-\n\n \n                             With a copy to:\n                           \n                             Sullivan &amp; Cromwell\n                             28th Floor\n                             9 Queen's Road Central\n                             Hong Kong\n                             Attention: Chun Wei\n                             Telephone:  (852) 2826-8688\n                             Facsimile:  (852) 2522-2280\n                       \nor to such other address or facsimile number as either party may hereafter\nspecify for the purpose by notice to the other party in the manner provided in\nthis Section 8.02. All such notices, requests and other communications shall be\ndeemed received (a) if given by facsimile transmission, when transmitted to the\nfacsimile number specified in this Section 8.02 and confirmation of receipt is\nreceived and (b) if given by overnight express mail or courier delivery or any\nother means permitted by this Section 8.02, when received; provided, that if the\ndate of receipt hereunder is not a business day in the place of receipt, the\nnotice, request or communication shall be deemed not to have been received until\nthe next succeeding business day in the place of receipt.\n\n     SECTION 8.03. Foreign Exchange Restrictions. All amounts payable by the\nBorrower hereunder shall be paid in United States dollars. If, as a result of\nforeign exchange restrictions in the People's Republic of China, it becomes\nillegal for the Borrower to make any payment referred to in this Agreement to\nthe Lender in United States dollars, then the Borrower shall make such payment\nin any other currency which is still permitted for such purposes. The Lender, in\nits absolute discretion, may stipulate payment in any of these permitted\ncurrencies. The amount of the payment in such circumstances shall be the amount\nwhich is sufficient when fully converted in any foreign currency market in New\nYork or any other place in the world chosen by the Lender in its absolute\ndiscretion to purchase the required amount in United States dollars, free and\nclear of all costs, expenses and commissions.\n\n     SECTION 8.04. Miscellaneous; Expenses; Indemnification. The provisions of\nthis Agreement may not be waived, modified or amended except by an instrument in\nwriting signed by the party to be charged with such waiver, modification or\namendment and, if such party to be charged is the Lender, with the approval of\nthe board of directors of the Lender. No failure or delay on the part of the\nLender in exercising any of its powers or rights hereunder, nor partial or\nsingle exercise thereof, shall constitute a waiver thereof or shall preclude any\nother future exercise of any other power or right. The Borrower shall pay all\nstamp, documentary or other taxes and out-of-pocket expenses and internal\ncharges of the Lender (including fees and disbursements of counsel and time\ncharges of attorneys who may be employees of the Lender) in connection with any\npayment made hereunder and in connection with the preparation of this Agreement\nand in connection with any Event of Default and collection or other enforcement\nproceedings resulting therefrom. The Borrower agrees to indemnify the Lender and\nhold the \n\n\n                                      -7-\n\n \nLender harmless from and against any and all liabilities, losses, damages, costs\nand expenses of any kind (including, without limitation, the actual fees and\ndisbursements of counsel for the Lender in connection with any investigative,\nadministrative or judicial proceeding, whether or not the Lender shall be\ndesignated as a party thereto) which may be incurred by the Lender relating to\nor arising out of this Agreement or the use of the proceeds of the Loan.\n\n     SECTION 8.05. Successors and Assigns. This Agreement shall be binding upon\nthe parties hereto and their respective successors and assigns. Neither party\nmay assign or otherwise transfer its or her rights or obligations under this\nAgreement without the prior written consent of the other party.\n\n     SECTION 8.06. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS\nOF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAWS RULES THEREOF.\nTHE PARTIES HEREBY CONSENT TO EXCLUSIVE JURISDICTION AND VENUE FOR ANY ACTION\nARISING OUT OF THIS AGREEMENT IN THE CHANCERY COURT OF THE STATE OF DELAWARE FOR\nNEW CASTLE COUNTY OR THE FEDERAL DISTRICT COURT FOR THE DISTRICT OF DELAWARE.\n\n     SECTION 8.07. Headings. Headings are for ease of reference only and shall\nnot form a part of this Agreement.\n\n     SECTION 8.08. Entire Agreement. This Agreement, including any appendices\nhereto, constitutes the entire agreement between the parties hereto with respect\nto the subject matter hereof, and supersedes all other prior agreements or\nundertakings with respect to the subject matter hereof, both written and oral.\n\n     SECTION 8.09. Counterparts. This Agreement may be signed in any number of\ncounterparts, each of which shall be deemed an original, with the same effect as\nif the signatures thereto and hereto were upon the same instrument.\n\n     SECTION 8.10. Waiver of Sovereign Immunity. To the extent that the Borrower\nhas or hereafter may acquire any immunity from jurisdiction of any court or from\nany legal process (whether through service or notice, attachment prior to\njudgment, attachment in aid or execution or otherwise) with respect to herself\nor her property, the Borrower hereby irrevocably waives such immunity in respect\nof her obligations under this Agreement to the extent permitted by applicable\nlaw and, without limiting the generality of the foregoing, agrees that the\nwaivers set forth in this Section 8.10 shall have the effect to the fullest\nextent permitted under the Foreign Sovereign Immunities Act of 1976 of the\nUnited States of America and are intended to be irrevocable for the purposes of\nsuch Act.\n\n     SECTION 8.11. Use of English Language. This Agreement has been executed and\ndelivered in the English language. Any translation of this Agreement into\nanother language shall have no interpretive effect. All documents or notices to\nbe delivered pursuant to or in connection with this Agreement shall be in the\nEnglish language or, if any such document or notice is not in\n\n                                      -8-\n\n \nthe English language, accompanied by an English translation thereof, and the\nEnglish language version of any such document or notice shall control for\npurposes hereof.\n\n\n                                      -9-\n\n \n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed as of the date first written above.\n\n\n                                           JINMEI HE\n\n\n\n                                           By\n                                             ------------------------------\n \n\n                                           SOHU.COM INC.\n\n\n\n                                           By\n                                             ------------------------------\n                                             Name:\n                                             Title:\n\n\n                                      A-10\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8856],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9560,9567],"class_list":["post-41118","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sohucom-inc","corporate_contracts_industries-technology__programming","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\/41118","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=41118"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41118"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41118"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41118"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}