Example of a Participative Loan Agreement

A participatory loan agreement, allows you to make a loan with the right to participation, even without being part of the company in which the investment is made, and having all the legal rights that as a lender the person has, either physical or moral, to require his rights.

East contract, allows a private person to make a loan to a previously established company without need to be an integral part of it, but with the right to participate in the benefits corresponding.

Similarly, it allows a company to participate in another company without the need to become a partner or registered investor as such.

The realization of this contract, generally requires the participation of a notary and may or may not have witnesses, leaving this at the discretion of the parties.

Example of a participative loan contract:

They celebrate this contract, on the one hand The C. José Alberto Peña Barranco representative of Asfaltos Hidraulicos S.A de C.V., who identifies himself with identity card number (put the corresponding number) and with a notarized act that accredits you as a representative of said company (put data of the business). The domicile of said company and representative is at Av. Independencia number 5556, office 23. Benito Juárez Delegation, Mexico D.F.

On the other hand, and as beneficiary the company Auto transportes civil, El Condor. S.A de C.V., who is represented by Lic. Maria Elena Velazco Gonzáles, who identifies herself with her identity card (put the corresponding number) who has an address at Calzada de los Misterios number 896. Mexico DF.

The representatives are in agreement with entering into this contract, ensuring that they do not have any pressure or inconvenience for their participation, which is voluntary.

Both parties agree to follow the expositions and guidelines that are presented in the following points.

Exhibitions:

a) The company "Auto transportes civil, El condor S.A." He agrees to accept a participating loan from the company Asfaltos Hidraulicos S.A. de C.V., assigning all the corresponding rights in accordance with the law and make use of the loan for investments within the framework of the activities of its object Social.
b) The company “Auto transportes civil, El Cóndor. S.A. " accepts and agrees to make use of the funds corresponding to this loan, to make investments that are within the framework of the principles of the company's corporate purpose.
c) The company “Asfaltos Hidraulicos S.A. de C.V., ”is fully aware of the policies and corporate name of the company“ Auto transportes civil, El Cóndor. S.A. ". and of the functions and qualities that are beneficial to him as well as the situation of his partners.
d) That the parties freely agree to grant this participatory loan contract, which will be governed by the following

Clauses:

DEFINITIONS:

First.- The companies, "Asfaltos Hidraulicos S.A de C.V.," and "Auto transportes civil, El Condor. S.A. " are fully in agreement to be recognized in this contract as:

1. LENDER: "Asfaltos Hidraulicos S.A de C.V.,".
2. BORROWER: Auto transportes civil, El Condor. S.A. "
3. AMOUNT BORN: $ 17,900,000.00 (seventeen million nine hundred thousand pesos M / N)

GRANTING OF PARTICIPATORY LOAN

Second.- The LENDER company grants the BORROWER, who accepts it, a participating loan, for the amount of $ 17,900,000.00 (seventeen million nine hundred thousand pesos M / N), under the conditions established in this contract.

I. The loan of this contract will have a validity of one year from the date this contract is signed, being in accordance both parties with it, committing on the part of the borrower, to return the amount loaned together with the interests corresponding.
II. This contract is widely susceptible of being extended by prior agreement, for periods of twelve months, starting from the day following the end of the initial period and any change or withdrawal, you must have thirty days of announcement as anticipation.

CONSTITUTION AND TERMINATION OF THE LOAN

Third.- The LENDER must deliver to the BORROWER, within ten (10) days from the date of signing of this contract, the AMOUNT BORROWED, by bank transfer to the BORROWER company account number (put the number of the account).

I. The BORROWER company shall deliver to the LENDER, for the entire expiration date of this contract, the AMOUNT BORROWED plus accrued interest pending payment, by bank transfer to account number, (put the number of the account). The LENDER may change the bank account for the repayment of the loan, such change being effective against the BORROWER once it has been notified.
II. All bank transfer expenses and commissions will be borne by the BORROWER.

INTERESTS

FIFTH.-

I. This loan will accrue a variable interest, which for each year will be equivalent to the% of the result before taxes of the BORROWER, provided that said result is at least equivalent to 25% of their total income net.
II. The result before taxes will be determined from the figures that appear in the approved annual accounts. by the General Meeting of the BORROWER corresponding to the last fiscal year closed before each of the ANNIVERSARIES.
III. The interests will be liquidated at the time of the expiration of the contract, and must be paid together with the return of the LOAN. If at the time of liquidation the accounts corresponding to the last fiscal year to be computed have not been approved by the General Meeting of the BORROWER, whatever it may be. the cause (including the anticipated maturity of the loan), will be taken as result before taxes the corresponding to the previous fiscal year increased by 4% percent.
IV. For the calculation of interest, it will be understood that each calendar year has 360 days.

SIXTH.-

ADVANCED EXPIRATION DATE

1. The BORROWER will have the power to early extinguish this loan, in whole or in part, by repaying the AMOUNT BORROWED plus accrued interest.
2. Any breach of the obligations of the BORROWER, as well as the concurrence of any of the causes described in the Sixth paragraph in point 3, will determine the anticipated maturity of the loan at the request of the LENDER. For this purpose, if any of the causes of early maturity occurs, the LENDER will send a written request to the BORROWER, who will have ten calendar days to correct the breach or eliminate the cause of early maturity, if this were possible. After said period has elapsed without said correction or elimination, the LENDER may terminate the contract, extinguishing the loan, and the BORROWER, Within 48 hours of receiving the notice of resolution, you must return to the LENDER the amount of the LOAN SUM, the interest due and Any other expenses generated by the breach, and this without prejudice to the right of the LENDER to claim the damages that may have been incurred. caused.
3. The following are causes of early expiration of the contract, in addition to any breach of the obligations of the BORROWER:

a) The fact that the BORROWER ceased in the exercise of its activities or ceased to fulfill its obligations to third parties.
b) The fact that an embargo on assets or rights of the BORROWER was decreed by judicial, administrative or any other order.
c) The request for a judicial declaration of bankruptcy, insolvency, bankruptcy, suspension of payments or withdrawals and waits, or bankruptcy similar, by the BORROWER, or that any of such statements were requested with respect to the BORROWER by any of its creditors.
d) Non-payment by the BORROWER of any bill of exchange, check or promissory note that would give rise to its protest.
e) The filing against the BORROWER of any legal claim for breach of contract, for extra-contractual liability or claim for amount.
f) The fact that the BORROWER agrees to dissolve or liquidate, or incur any legal cause for dissolution.
g) The loss of value of the assets of the BORROWER, for any reason (disposal, loss, changes in value) that represents more than fifty percent of the value of its fixed assets according to the latest annual accounts approved.
h) Modifications in the composition of the administration bodies or shareholders of the BORROWER that are not acceptable to the LENDER.

OBLIGATIONS OF THE BORROWER

SEVENTH.- The following will be obligations of the BORROWER, in addition to those derived from the fulfillment of the contract:

a) Provide the LENDER, no later than two months from the close of each fiscal year, a report, balance sheet and income statement of the closed fiscal year, approved by the General Meeting and, if requested by the LENDER, duly audited by an auditor accepted by the LENDER.
b) Notify the LENDER of any variation in the composition of the shareholding that affects any shareholder that holds or now hold more than 5% of the capital of the BORROWER, within a period of ten calendar days from when it becomes aware of such variation.
c) Notify the LENDER, prior to its adoption, of any modification of the corporate bylaws.
d) Immediately inform the LENDER of any circumstance that may affect the fulfillment of this contract, of the production of any cause of early expiration and of any significant event for the profit and loss account of the BORROWER.
e) Refrain from pledging or mortgaging any corporate asset, as well as securing or granting guarantees of any kind to third parties, without the prior express written consent of the LENDER.
f) Grant loans to third parties to the satisfaction of the LENDER, at its first request.
g) Pay all bank charges, commissions, fees and any other expenses generated by the loan, its repayment and its interests.

ASSIGNMENT OF THE LOAN

EIGHTH.- The LENDER may assign the loan arranged in this contract to a third party without any limitation, with all the accessory rights inherent therein. Said assignment will be fully effective against the BORROWER from the moment it has been notified.

The BORROWER may not assign this contract to a third party, unless it has the prior express written consent of the LENDER.

ENTIRE AGREEMENT

NINETH.-

This document constitutes a complete agreement between the parties regarding what is the subject of the contract, and replaces and nullifies any oral or written communications or letters of intent prior to the same.

MODIFICATION OF THE AGREEMENT

TENTH.- Any modification of this agreement will require its reflection in writing with the signature of both parties.

NO WAIVER OF RIGHTS

ELEVENTH.- The lack or delay in the exercise of any right or faculty that according to this contract or the law corresponds to any of the parties It will never be understood as a waiver of such right or faculty, nor the partial or total exercise of any right or faculty will not be understood never prevent a subsequent or additional exercise of the same right or of any other right or faculty recognized in this contract or in the law.

SEVERABILITY

TWELFTH.- If any of the provisions contained in this contract turns out to be invalid, illegal or unenforceable in any respect in accordance with applicable law, the The remaining provisions of the same would not be affected in any way and would continue to be binding on the parties, who also undertake to carry out the pertinent modifications, even with retroactive effect, so that the spirit of this contract is finally reflected and what the parties would have presumably agreed if they had been aware, at the time of concluding the contract, of the invalidity, illegality or inapplicability of the provision affected.

APPLICABLE LAW

THIRTEENTH.- This contract will be governed by the Law in force in the Commercial Code of the Federal District and will be interpreted in accordance with it.

JURISDICTION

FOURTEENTH.-

All disagreements arising from this contract will be submitted to the Courts and Tribunals of the city of Mexico Federal District, previously renouncing the jurisdictions of any other residence within or outside country.

And in proof of conformity, both parties sign this contract, which is issued in duplicate and for a single purpose, in the place and on the date indicated in the header.

To attest to the same, Lic. (Name of the notary), who is a notary public, assigned to the notary public number (put the corresponding number)

Both parties present a witness, who attests to the veracity of the present, putting their signatures in the corresponding due form.

Mexico DF. June 13, 2012

Signatures of the representatives and witnesses of both companies

LENDER COMPANY BORROWER COMPANY
Representative Representative
Signature Signature

Lender Witness Borrower Witness
Signature Signature

Public notary
Firm