Repayment Agreement         

This Repayment Agreement (the “Agreement”) is entered into among Mr. AA a national of State A (“Mr. AA”), Mr. BB, a national of State A (“Mr. BB”)  (each Mr. AA and Mr. BB a “Lender” and collectively the “Lenders”) and Mr. CC, a national of State C (the “Borrower”) on [date], with regard to the repayment schedule of certain loans totaling US$5,000,000 (the “Loan”).     

Recital

1. Whereas, Mr. AA and the Borrower entered into certain loan agreement on [date], pursuant to which Mr. AA extended to the Borrower and the Borrower received US$3,000,000 on or about [date] 2008 (the “2008 Loan Agreement”). Subsequently pursuant to an Addendum to Loan Agreement dated [date] 2008, the Borrower received an additional US$1,000,000 from Mr. AA on or about [date] 2008. Furthermore, a Supplementary Agreement dated [date] 2009 has been executed by and between Mr. AA and the Borrower. On or about [date] 2009, Mr. BB also extended to the Borrower and the Borrower received a US$1,000,000 loan pursuant to a separate loan agreement (the “2009 Loan Agreement”) (the 2008 Loan Agreement with its Addendum and Supplement Agreement, as well as the 2009 Loan Agreement, are collectively referred to as the “Loan Agreement”, copies of which are attached in Exhibit A). The Borrower agreed to repay the Loan on or before respective due dates but has failed to do so;      

2. Whereas, the Borrower executed a Letter of Undertaking on [date] 2014 (the “Undertaking”, a copy of the Undertaking is attached in Exhibit B), in its pertinent part the Borrower acknowledged the Loan, and promised to repay US$1,000,000 before [date] 2014 and US$4,000,000 before [date] 2014. Furthermore, the Borrower covenanted that he shall transfer all income sourced from certain property identified in annex B to the 2008 Loan Agreement (the “Property”) to the Lenders if he shall fail the promised repayment timeline;

3. As of the date of this Agreement, the Borrower has made payment of US$100,000, leaving the balance of US$4,500,000 of the Loan remain to be repaid; and        

丘律师解说（下同）：首先厘清并重述各方权利义务关系，并利用此次签署时间将证据资料加以汇整。

4. The Borrower is the titleholder/owner of the Property, and the Property is not subject to mortgage, lien, lease, occupancy rights or encumbrances of any kind; and  

由于借款人将借得款项用于购入特定土地，而且是其唯一的资产，因此必须让其就土地的状态进行声明与陈述（第5条参照）。

That said, the Borrower represents that the Loan and the Property have successfully helped birthed seventeen (17) temples, supported the training of 1,000 missionaries and various youth camps, and several outreaches were held with the collection of rents therefrom, and the Loan has been put to fulfill its due cause. Now, the Lenders and the Borrower wish to arrange a further repayment schedule for the balance of the Loan (the “Repayment”) pursuant to the terms and conditions as follows. 

The Loan    

5. The Borrower hereby represents and warrants that the statements in Sections 1 to 4 above correctly reflect the legal relations among the Lenders and himself without misleading. The Borrower acknowledges and re-affirms his liability to the Repayment.       

让借款人确认还款义务并对标的土地的状态进行声明与保证。

6. The Borrower further agrees and covenants to make available such Repayment as soon as reasonably feasible without any further delay.       

借款人重申其还款义务。

7. The Borrower hereby waives to the fullest extent permitted by the law of the forum and, if the forum is not in State C, the law of State C, any and all defenses in connection with or relating to, the Repayment, including jurisdictional challenge, accord and satisfaction, duress, illegality, statute of fraud, and statute of limitation. Where the Loan is considered lapsed the statute of limitation under the applicable law, it is the intention of the parties that this Repayment Agreement renews and restructures the previous Loan.

State C是个法律制度未与世界接轨的国家，由于客户希望在此阶段节省支出，尚未聘请State C律师提供咨询，因此在撰写本文件时无法精准打击而必须采取宽泛包罗的策略。就初步了解，State C对于民间跨境贷款存在一定限制，请求返还借款的消灭时效也相对较短，因此除了特别针对时效进行处理，同时也让借款人就其他的抗辩一并加以抛弃。

另外由于借款人唯一资产即标的土地位于State C，而贷款人与借款人间就管辖另有约定，或将在State C发生针对境内土地的域外判决或仲裁承认与执行问题，而受到State C公共秩序的限制，因此也尝试透过借款人的声明与保证，利用禁反言原则在判决承认阶段淡化公共秩序的抗辩与顾虑。

Various Means to Secure the Repayment

8. In order to execute or secure the Repayment, the Borrower shall, upon the written instructions of the Lenders:   

第8条处理还款方式操作面议题。如上所述，由于在此阶段尚未聘请State C律师，对于土地变价的方式、土地本身的使用分区以及外国公司或个人持有土地的限制等都尚未明确，因此必须以较为宽泛的方式进行规划。

(1) Sign and execute all required documents and perform all such things, including: (a) becoming an State C partner of the Singaporean joint venture entity and/or a foreign-invested State C joint venture entity (the “JV”) with the Lenders and/or their designated investment vehicle; (b) consenting in writing to the legal documents prepared by the Lenders such as joint venture agreement, articles of association and/or shareholder agreement, with regard to the establishment and operation of such JV; (c) consenting to the business decisions of the Lenders with regard to operation, allocation of profits and reserves and dividend distribution of the JV by means of adopting the Lender-proposed resolutions; (d) agreeing to contracts and agreements to be executed by such JV; (e) consenting to the assignment of the Loan Agreement, the Undertaking and this Agreement by the Lenders to a third party or third parties. It is the intention of Mr. AA, Mr. BB and Mr. CC to co-develop the Property for the Repayment, which is stipulated in the Exhibit C hereof. 

借款人提出第三方开发商就开发土地以增加价值之提议，贷款方也同意进一步研究，并将初步共识另行记载于附件的意向书。在此基础下，对于可能进行的共同开发预作安排。

(2) Sign and execute all required documents: (a) to sell and assign/transfer, the title to the Lenders, or to any natural person, legal entity, association of persons or organization designated by the Lenders, in such case, the price shall be the fair market value of the Property at the time of sale, and be satisfied by and offset against the Repayment; (b) to register and perfect the mortgage of the Property to the Lenders, or to any natural person, legal entity, association of persons or organization designated by the Lenders. In such a case, it is the intention of the Lenders and the Borrower that the mortgage is to secure the Repayment; (c) to lease the Property (and to secure such lease if permitted by State C laws) to the Lenders, or to any natural person, legal entity, association of persons or organization designated by the Lender. Provided that the lease rental shall be in line with fair market value and offset against the Repayment; and/or (d) to establish a State C entity to hold the Property, and engage a consultant or consulting entity designated by the Lenders to manage the Property, at such fees agreeable to the Lenders.

基于对外国人在State C持有土地可能遭遇的限制，尝试剥离其土地使用价值并配置于贷款人。    

(3) Sign and execute all required documents and perform all such things other than or in addition to those contemplated above to secure or satisfy the Repayment.       

永远添上兜底条款。

(4) Sign and execute all required documents prepared by the Lenders for the presentation in a court of law or in a dispute resolution institution, including an ad hoc arbitration tribunal admitting and consenting to the Repayment, and to present in person to testify the same.   

对于潜在的诉讼预作规划，透过禁反言原则钳制借款人的反复。

9. To the maximum extent permitted by applicable law, the Borrower shall perform those actions contemplated in Section 8 above at the written instructions of the Lenders in a prompt and timely manner. The itemized actions in Section 8 are not mutually exclusive and shall be performed accumulatively if so instructed by the Lenders.     

对于前条内容的性质加以确认，说明可以选择以及累积适用各项保全债权的手段。

10. The Borrower further covenant that he will not, under any circumstances, transfer, assign, pledge, mortgage, lease or rent out the Property or consenting the same to be occupied, in whole or in part, except pursuant strictly to this Agreement, namely, at the written instructions of the Lenders.     

要求借款人锁定标的土地的现状。

MISCELLANEOUS       

11. Entirety and Conflicting Terms.   

This Agreement constitutes the entire agreement between the Lenders and the Borrower with respect to the Repayment and supersedes all conflicting oral and written agreements, contracts, understandings, and communications between them with respect thereto made previously. For the avoidance of doubt, this Agreement does not discharge any existing obligations or liabilities of the Borrower owed to the Lenders.     为了防止过去相对粗糙的贷款文件可能产生的问题，因此必须要把各文件间的关系进行梳理。

（以下略去）      

17.  Governing Law    

This Agreement shall be governed by and construed and enforced in accordance with the laws of the [State A] without further referencing the rules regarding choice of law.

将先前并未就贷款关系准据法进行约定的遗憾予以填补。

18. Disputes Resolution（下略）      

IN WITNESS WHEREOF, each the Lenders and the Borrower has executed this document to bind each to the Agreement. (End of Text)

                                        The Lenders                                                                   The Borrower

                           Mr. AA                      Mr. BB                                                    Mr. CC

EXHIBIT A 

THE LOAN AGREEMENT

EXHIBIT B

THE UNDERTAKING  

EXHIBIT C

LETTER OF INTENT