Loan Agreement, dated February 21, 2011, by and among the Fifth Season General Merchandise Investment Management Co., Ltd. and Shanghai Shencai Pawnbroker Co., Ltd

EX-10.19 17 exhibit10-19.htm EXHIBIT 10.19 Fifth Season International Inc.: Exhibit 10.19 - Filed by newsfilecorp.com

Exhibit 10.19

Real Estate Collateral Loan Contract

(Party A)
Lender:	Shanghai Shencai Pawnshop Co., Ltd.

(Party B)
Borrower:	The Fifth Season Hangzhou Department Store Investment Management Co., Ltd.

1.	General Provision
	Both parties sign the contract on February 21, 2011.

2.	Loan Amount, Period, and Interest
	Loan amount: RMB 5,550,000
	Period: From February 21, 2011 to April 20, 2011
	Interest: Monthly total interest rate is 3%

3.	Collateral
	Collateral: Room 206, No. 515, 535, 555 Huancheng Lu, Songjiang District, Shanghai
	Construction area: 824.56 square meters
	Reference Value: RMB 5,600,000

4.	Guarantee Scope of Collateralized Real Estate
	Principle, interest, default fee, legal fee, and other fees.

5.	Registration
	Party A and B shall register with local real estate registration department in five business days after signing the contract.

6.	Insurance
	Party B shall buy property insurance.

7.	Management of Collateralized Real Estate
	Party B promises to take proper care of the real estate and is responsible for repairing and maintenance of it.

8.	Limitation on Disposal of Collateral
	Party B cannot transfer, sell or alter the collateral during loan period.

9.	Lease of Collateralized Real Estate
	Party B shall gain party A’s written consent before leasing. Party B, as a lessor, shall send to the lessee written notice of collateralization if it is to lease the real estate. Lessee shall leave the premise in 10 days when party B is forced to give up the collateral due to breach of contract.

10.	Party B’s promise
	Party B promises that its ownership and disposal right of the collateral are valid and such collateral is not under any foreclosure or lawsuit risks.

11.	Contract Fulfillment
	The collateral contract is terminated once party B pays off loan principle and interest and fulfills contract provisions.

12.	Execution of Collateral Right
	When one of the following situations take place, the right of collateral disposal is granted.
	1)	Default of interest payment
	2)	Party B is bankrupt or dismissed
	3)	Party B cannot provide new backup space when old backup residential space changes
	4)	Party B cannot make a payment due to other reasons

13.	Payment
	Party B covers fees related to real estate appraisal, insurance, notarization, registration, auction, and trade.

14.	Breach Duty and Interest Penalty
	If failing to pay in five days after deadline, party B shall pay an interest penalty fee that is 0.3% of the loan per day. In addition, party B shall pay a default fee that is 20% of the loan.

15.	Notice
	Either party shall notice the other when its address changes.

16.	Loan Transfer
	Party B cannot transfer its right or duty of the contract to a third party without party A’s written consent. Party A can transfer its right of the contract to a third party without permission from party B, but it need to give party B advance notice.

17.	Settlement
	Party A can go to local court and apply for enforced fulfillment if party B does not fulfill its payment duty. Party A can file with local police bureau if party B commits fraud.

18.	Reminder
	Party A has explained the provisions and party B fully understands the definition and legal implication of each provision after reading. Party B understands and promises to fulfill the provisions.

19.	Contract Validity and Copies
	The contract, signed in Shanghai and has four copies, is valid after seal or signature.

Signature page

Party A: Shanghai Shencai Pawnshop Co., Ltd.
By: /seal/ Shanghai Shencai Pawnshop Co., Ltd.
/seal/ Xingjing Qi

Party B: The Fifth Season Hangzhou Department Store Investment Management Co., Ltd.
By: /seal/ The Fifth Season Hangzhou Department Store Investment Management Co., Ltd.
/s/ Lide Zhu

Date: February 21, 2011