Guarantee Agreement (This “Agreement”)
Exhibit
10.74
(This
“Agreement”)
An Shi Qu
Nong Xin Xxxx Xxx Bao [2009] No. 1
Creditor (Initiating
Association):
Anyang
Credit Association of Anyang Rural Credit Cooperation Association
Legal
Representative: Guisheng Niu （牛贵生）
Legal
Address: Middle of Zhongzhou Road, Anyang Municipality
Creditor (Member
Association):
Neihuang
County Credit Association of Anyang Rural Credit Cooperation
Association
Legal
Representative: Xxxxx Xxxx （王本禹）
Legal
Address: East of Zhengxing Road, Neihuang County
Guarantor:
Henan
Shuncheng Group Coal Coke Co., Ltd.
Legal
Representative: Xxxxxxx Xxxx (王新顺)
Legal
Address: Southern Industrial Road, Tongye Town, Anyang County
Guarantor:
Chunxi Lv
（吕春喜）
Legal
Address: Xx. 00 xx Xxxx Xxx, Xxxxxxxxx Xxxxxxx, Xxxxx Xxxxxxxx
XX No.:
410504196503202015
Guarantor:
Donglin
Lv（吕栋林）
Legal
Address: Xx. 00 xx Xxx Xxx, Xxxxxxxxx Xxxxxxx, Xxxxx Xxxxxxxx
XX No.:
410504196602142038
Guarantor:
Zhuxin
Feng （冯竹新）
Legal
Address: Xx. 00 xx Xxxx Xxx Xxxxxx, Xxxxx Xxxxxxxx
XX No.:
410504196703282013
Guarantor:
Shulin Lv
（吕书林）
Legal
Address: Xx. 00 xx Xxx Xxx, Xxxxxxxxx Xxxxxxx, Xxxxx Xxxxxxxx
XX No.:
410504196303112074
Guarantor:
Xxxxxxxxx
Xxx （刘中全）
Legal
Address: Xx. 000 xx Xxx Xxx, Xxxxxxxxx Xxxxxxx, Xxxxx Xxxxxxxx
XX No.:
410504196807240539
In order
to secure the xxxxxxx performance of the Cooperative Association Loan Agreement
(No. An Shi Qu Nong Xin Xxxx Xxx [2009] No. 1) signed between the Creditors and
the Debtor (hereinafter as “Primary Agreement”) and to
secure the Creditors’ realization of the creditor’s rights, the Guarantors
voluntarily agree to provide guarantees with nature of joint and several
liabilities to secure the Debtor’s debt repayment to the Creditors under the
Primary Agreement. Based on relevant PRC laws and regulations and the
consensus reached by the Parties after mutual negotiations, the Parties hereby
reach this Agreement as follows:
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1.
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The
Secured Principal Creditor’s Right
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The
secured principal creditors’ right is the RMB loan under the Primary Agreement
disbursed by the Creditors to the Debtor, the principal of which, is XXX 00
xxxxxxx (XXX 50,000,000); the loan term is 3 years, the starting and ending time
of the loan and the interest shall be subject to the loan note.
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2.
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Scope
Covered by the Guarantee
|
The scope
of the guarantee covers all the principal debt under the Primary Agreement,
including but not limited to, the principal, the interest, penalty interest,
liquidated damages, damage awards, enforcement cost, appraisal cost, litigation
and arbitration costs and any other expenses for the realization of the
creditors’ rights.
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3.
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Modification
of the Secured Primary Agreement
|
Where the
Creditors and the Debtor reach any agreement to modify the deadline of the debt
repayment under the Primary Agreement, the Guarantors agree to continue to
undertake the joint and several guarantee liabilities.
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4.
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Guarantee
Period
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4.1
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The
guarantee period under this Agreement is 5 years after the deadline of the
debt repayment as agreed in the Primary Agreement
passes.
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4.2
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Where
the Creditors terminate the Primary Agreement according to the provisions
of the Primary Agreement or the stipulations of relevant laws, or declare
to accelerate the maturity of debt under other situations as agreed in the
Primary Agreement, the Guarantors agree to undertake the joint and several
guarantee liabilities according to the Creditors’
requirement. The guarantee period is 5 years since the date
when the Creditors notify the Debtor to repay the
debt.
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4.3
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Where
the Creditors and the Debtor reach any extension agreement in respect to
the deadline of the debt repayment under the Primary Agreement, the
guarantee period shall be 5 years after the deadline of the debt repayment
reappointed in the extension agreement
passes.
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5.
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The
Creditors’ Rights and Obligations
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5.1
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After
the deadline of the principal debt repayment expires, where all or part of
the creditors’ rights of the Creditors are not fulfilled, the Creditors
have the right to require the Guarantors to undertake the guarantee
liabilities according to this
Agreement.
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5.2
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Where
the Debtor and the Guarantors fail to perform any obligations under the
Primary Agreement or under this Agreement, the Creditors have the right to
accelerate the maturity of all the debt secured by this Agreement, and the
Guarantors shall undertake the joint and several guarantee liabilities
according to this Agreement.
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5.3
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Where
the Guarantors fail to undertake the guarantee liabilities according to
this Agreement, the Creditors has the right to forcibly and directly
transfer or deduct the fund in any bank accounts of the
Guarantors.
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5.4
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The
Creditors shall keep confidential of the information and materials of the
Guarantors.
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6.
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The
Guarantors’ Rights and Obligations
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6.1
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The
Guarantors shall provide relevant documents and materials to prove their
legal identities.
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6.2
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The
Guarantors shall provide the Creditors the true, complete and effective
financial statements and other relevant
documents.
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6.3
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Where
the Debtor fails to perform its obligations as agreed in the Primary
Agreement, the Guarantors voluntarily agree to undertake theirs joint and
several guarantee liabilities.
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6.4
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The
Guarantors shall notify the Creditors in writing within 5 days under any
of the following situations:
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6.4.1
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The
Guarantors’ affiliation, top management personnel, articles of association
or organization structure changes or
adjusts.
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6.4.2
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The
Guarantors suspend the production, close down the business, or the
registrations of the Guarantors are cancelled or the business licenses of
the Guarantors are revoked.
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6.4.3
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The
Guarantors’ financial status deteriorates, or the Guarantors have great
difficulties in the production and business, or have involved in
significant litigation or arbitration
proceedings.
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6.4.4
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The
Guarantors modify their names, legal addresses, legal representatives,
contact methods, etc.
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6.4.5
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The
Guarantors changes their capital structure or business system, including
but not limited to, contractual operation, leasing, shareholding system
reform, joint operation, split-up, merger, asset transfer, or filling for
suspending business for rectification, dissolution or
bankruptcy.
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6.5
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During
the guarantee period, the Guarantors shall not provide security to any
third party that goes beyond their guarantee capabilities, shall not
dispose any of its assets that will jeopardize their
guarantee capabilities and shall not impair the Creditors’ rights and
interests.
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6.6
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Where
the Creditors accelerate the maturity of the debt according to laws or the
Agreement, the Guarantors agree to undertake the join and several
guarantee liabilities after receiving the early debt repayment
notice.
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6.7
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The
Guarantors have been well aware of the purpose of the loan obtained by the
Debtor.
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7.
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Liability
for Breach of Agreement
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7.1
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After
this Agreement comes into effect, the Parties hereto shall strictly
perform their obligations under this Agreement; where any Party fails to
perform the obligations, the default Party shall be liable for breach of
Agreement and compensate all the damages suffered by the counter Party
arising therefrom.
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7.2
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Where
this Agreement is held invalidated due the Guarantors’ fault, the
Guarantors agree to compensate the damages of the Creditors subject to the
scope of the guarantee.
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7.3
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Where
the Guarantors make any false representation or statement in respect to
Article 6.1, 6.2 and 6.4, the Guarantors shall compensate all the damages
suffered by the counter Party arising
therefrom.
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8.
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Effectiveness
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This
Agreement shall come into effect after it being signed and stamped by all the
Parties.
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9.
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Dispute
Settlement
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Any
dispute arising out from the performance of this Agreement shall be firstly
negotiated by the Parties; if no agreement can be reached through the said
negotiation, the said dispute is subject to the jurisdiction of People’s Court
where the Creditor (Initiating Union) is located.
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10.
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Supplementary
Provisions
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10.1
|
This
Agreement is an accessory Agreement subordinated to the Primary Agreement,
but it is independent from the Primary Agreement as well; this Agreement
shall not become invalid where the Primary Agreement is
invalidated. No matter whether the Primary Agreement is deemed
completely or partially invalidated, it shall not affect the effectiveness
of this Agreement and the liabilities of the Guarantors under this
Agreement.
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10.2
|
This
Agreement has 7 original copies and each Party shall hold one original
which shall have the same legal effect; four copies shall be submitted to
the competent department of the Creditors for
recording.
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11.
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Special
Attention
|
The
Guarantors have already carefully studied and correctly understood this
Agreement and the Primary Agreement, the Creditors have provided relevant
explanations as required by the Guarantors, and all the Parties hereto do not
have any objection to this Agreement and the Primary Agreement.
Creditor (Initiating
Association):
Anyang
Credit Association of Anyang Rural Credit Cooperation Association
Legal
(Authorized) Representative: [illegible]
Creditor
(Member Association):
Neihuang
County Credit Association of Anyang Rural Credit Cooperation
Association
Legal
(Authorized) Representative:
Guarantor:
Henan
Shuncheng Group Coal Coke Co. Ltd.
Legal (Authorized) Representative:
Wang Xinshun (王新顺) /s/ Wang
Xinshun
Guarantor: Chunxi Lv （吕春喜）/s/ Chunxi
Lv
ID
No.:
Guarantor: Donglin Lv（吕栋林）/s/ Donglin
Lv
ID
No.:
Guarantor: Zhuxin Feng （冯竹新）/s/ Zhuxin Feng
ID
No.:
Guarantor: Shulin Lv （吕书林）/s/ Shulin
Lv
ID
No.:
Guarantor: Xxxxxxxxx Xxx （刘中全）/s/ Xxxxxxxxx
Xxx
ID
No.:
Signing
place:
Signing
date:
