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Exhibit 10.1
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English Summary of Maximum Amount Guarantee
Agreement
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Contract No.: China Minsheng Bank Jinan Branch
Gaobaozi 99162009298243
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The Guarantor:
Qingdao Free Trading Zone Sentaida International Trade Co., Ltd
(“F.T.Z. Sentaida”)
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The Creditor:
China Minsheng Bank (“the Bank”)
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The Debtor:
Shandong Yongtai Chemical & Industrial Co., Ltd
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In order to ensure the executing of the
Underlying Contract entered into between the Debtor and the Bank,
the Guarantor agrees to provide the maximum amount guarantee for
the Debtor’s indebtedness. The Guarantor and the Bank upon
consultation have reached the following agreement in accordance
with relevant laws and regulations.
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1.
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There is a loan agreement entered
into between Yongtai and the Bank. That loan agreement and other
agreements subordinated to the loan agreement constitutes the
Underlying Contract to this
Agreement.
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2.
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The maximum principal amount of
the Debtor’s indebtedness guaranteed by the Guarantor is
RMB40,000,000. Any other liabilities related to this principal
indebtedness which amount is under the maximum principal amount are
also guaranteed by the Guarantor. The term of the Underlying
Contract is from February 23, 2009 to February 23,
2010.
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3.
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If the principal indebtedness is
short term borrowings, the date on which the bank releases each
installment may not exceed the expiration date of the Underlying
Contract; if the principal indebtedness is notes, letter of credit
and guarantee letter, then the date on which to discount notes,
open letter of credit and guarantee letter may not exceed the
expiration date of the Underlying Contract.
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4.
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The Guarantor has the joint
guarantee liability for the Debtor’s indebtedness under the
Underlying Contract. The Guarantor’s obligation will not be
affected, alleviated or exempted no matter whether any other
guarantees to the principal indebtedness exist or not. The Bank has
the priority right to exercise its right with respect to the
Guarantor’s guarantee obligation; the Guarantor promises that
its guarantee obligation will not be alleviated in the event that
the Bank waives its priority right on the Debtor’s
assets.
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5.
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Any interest, compound interest
and interest penalties relating to the principal and any expenses
relating to the exercise of the Bank’s rights ( including,
but not limited to lawyer fee, travel expense, and legal
proceedings fee etc.) are all guaranteed by the
Guarantor.
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6.
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In the events
of any of the followings, the guaranteed indebtedness is
fixed:
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1)
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The principal
indebtedness becomes mature;
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2)
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The Bank
accelerates the principal indebtedness based on the relevant laws
and regulations or defined under the Underlying Contract
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7.
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When the guaranteed indebtedness
was fixed, any un-repaid indebtedness will be covered by the
guarantee no matter whether the term of exercising the right
against the indebtedness is expired or not or any conditions
collateral to the indebtedness exist.
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8.
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If the Debtor defaults its
repayment obligation before all the principal indebtedness
hereunder are repaid, the Bank has the right to require the
Guarantor to assume the repayment obligation and the Guarantor
shall fulfill its obligation promptly.
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9.
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The term
of the Guarantee is two years st
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