Exhibit 10.4
English
Summary of
Maximum Amount
Guarantee
Agreement,
Contract No.: (2008) Bank of
China Shandong Yin Bao Zi 2089-1
The Guarantor: Qingdao Free Trading Zone
Sentaida International Trade Co., Ltd (“F.T.Z.
Sentaida”)
The Creditor: Bank of China Shandong Branch
(“the Bank”)
The Debtor: Kaiyang Imports & Exports Co., Ltd (“the
Debtor” or
“Kaiyang”)
In order to ensure performance of the Underlying Contract as
set forth in Section 1, the Guarantor agrees to provide guarantee
to the Creditor. The Guarantor and the Creditor upon consultation
have reached the following agreement for mutual observance and
compliance.
1. There is a loan agreement entered
into between Kaiyang and the Bank. That loan agreement and other
agreements subordinated to the loan agreement are treat as the
Underlying Contract to this Agreement. The term of the Underlying
Contract is from December 15, 2008 to December 4, 2009.
2. The maximum
amount of the principal
guaranteed by the Guarantor hereunder is $12,600,000. Any interest,
compound interest and interest penalties relating to the principal
and any expenses relating to the implement ation of the
Bank’s rights and enforcement of the Debtor’s and the
Guarantor’s obligations are all guaranteed by the
Guarantor.
3. The guarantee period is two years
starting from the due date of the indebtedness under the Underlying
Contract.
4. The Guarantor has the joint
guarantee liability to the Debtor’s indebtedness under the
Underlying Contract. When the Debtor is in default of its repayment
obligation, the Bank has the absolute right to require the
Guarantor (to assume the repayment obligation.
5. The Bank has the
right to transfer its rights and interests under the Underlying
Contract, partially or entirely, to any affiliates of Bank of China
or any other entities.TheGuarantor’s obligations hereunder
shall not be affected by the transfer of the Bank’s
rights.
6.
Representations and Warranties
The Guarantor hereby represents as follows:
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(1
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The Guarantor
is duly organized and validly existing and legally qualified to
sign and to execute this Guarantee Agreement.
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(2
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The Guarantor
understands the Agreement completely. The Guarantor has the power
and authority to execute the Agreement.
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(3
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All documents,
materials and certificates provided to the Bank by the Guarantor
are true, real, complete and valid.
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(4
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The Guarantor
accepts, cooperates and assists in the credit inspection and audit
by the Bank.
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(5
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The Guarantor
did not conceal any material debt that it has as of the date of
this Agreement.
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(6
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If any of following events
occurred that will materially adversely impact the
Guarantor’s financial condition or its ability to fulfill
this Agreement, the Bank shall be informed promptly. Those events
include but not limited to spin off, merger, joint venture, foreign
joint venture, cooperation, jointly cooperation, dissolution,
closedown, liquidati
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