Contract
Exhibit
10.56
Agreement
No.: YHZL (09) 02ZL024-BZ001
among
AVIC I
International Leasing Co., Ltd.
The
Creditor
Henan
Shuncheng Group Coal Coke Co., Ltd.
the
Debtor
and
Wang
Xinshun, Xx Xxxxxxx, Xxxx Xxxxxxx. Xxxxx Xxxx'e, Xxxxx Xxxxxxxx, Xx
Xxxxxxxx
the
Guarantors
Date:
November 3rd,
2009
In
Shanghai, PRC
This
Guarantee Agreement (the "Agreement") is entered into on November 3rd, 2009
in Shanghai by and between:
The
Creditor (the Lessor): AVIC I International Leasing Co., Ltd.
Legal
Representative: Xxxxx Xx'an
Legal
Address: 00 Xxxxx, 000 Xxxxxxxxx Xxxx, Xxxx'xx Xxxxxxxx, Xxxxxxxx
Xxxx.
Telephone:
000-00000000
Fax:
000-00000000
Postcode:
200041
The
Debtor (the Lessee): Henan Shuncheng Group Coal Coke Co., Ltd.
Legal
Representative: Wang Xinshun
Registered
Address: South Industry Road, Tongye Town, Anyang County, Henan
Province.
Legal
Address: South Industry Road, Tongye Town, Anyang County, Henan
Province.
Telephone
and Fax: 0000-0000000
Postcode:
455000
The
Guarantor: Wang Xinshun
ID No.:
410522196102260639
Address:
Xx. 0, Xxxxxxxx 0, Xxxxxxxx 0, Xxxx 00, Xxxxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx Xxxx, Xxxxx Xxxxxxxx.
Telephone:
0000-0000000
Postcode:
455000
The
Guarantor: Xx Xxxxxxx
ID No.:
410502196106152023
Address:
Xx. 0, Xxxxxxxx 0, Xxxxxxxx 0, Xxxx 00, Xxxxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx Xxxx, Xxxxx Xxxxxxxx.
Telephone:
0000-0000000
Postcode:
455000
The
Guarantor: Xxxx Xxxxxxx
WHEREAS,
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(1)
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The
Creditor (the Lessor) and the Debtor (the Lessee) entered into a Financial
Leasing Agreement (the "Leasing Agreement") with the reference number of
YHZL(09)02ZL024 on November 3rd,
2009, according to the leasing list attached under such Leasing Agreement
(the Leasing Agreement and the leasing list are collectively referred as
the "Lease"), the Creditor (the Lessor) agreed to provide the Debtor (the
Lessee) with the financing leasing service in accordance with the
Lease.
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(2)
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The
Guarantors agree to provide, and the Creditor (the Lessor / the Trustor)
agrees to accept the guarantee provided by the Guarantors under the terms
and conditions hereunder:
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With
regard to the aforesaid guarantee, the parties reach the terms as
follows:
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1.
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Mode
of Guarantee
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1.1
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The
Guarantors guarantee that the Debtor (the Lessee) will duly perform all of
its obligations under the Lease, the mode of guarantee provided by the
Guarantors is unlimited joint liability
guarantee.
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1.2
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The
Creditor (the Lessor) is entitled to request any Guarantor to perform all
the guarantee liabilities, without any prior claim to the Debtor (the
Lessee) by any means, including but not limited to notice, claim on site,
or lodge or come into any legal
procedure.
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2.
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Scope
of Liability of the Guarantors
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2.1
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The
scope of guarantee of the Guarantors is all the debts owed by the Debtor
(the Lessee) to the Creditor (the Lessor) under the Lease, including but
not limited to the following:
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1)
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All
payable lease amounts (including but not limited to all the rent,
guarantee money, lease management fee for each period, good price in name,
insurance fee and all the proportion of payable amount increased at times
according to the Lease) with the total amount of RMB Seventy-three Million
One Hundred and Thirty-four Thousand Five Hundred and Ten Yuan and
Fifty-seven Cent (￥73,134,510.57).
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2)
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Delay
of performance penalty;
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3)
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Compensation
for damages;
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4)
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Expenses
of the Creditor (the Lessor) for ensuring or enforcing its rights and
interests;
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5)
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The
payment or other obligation of any nature that shall be assumed by the
Debtor (the Lessee) to the Creditor (the Lessor) if the Lease is
terminated in advance (except the repayment in advance as provided in the
Lease), became invalid or cannot be executed for any
reason.
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2.2
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With
regard to the guarantee provided under this Agreement, the Guarantors has
fully read and understood the Lease, the Lease Agreement (with the
reference number of YHZL(09)02ZL024) and all the obligations and
liabilities of the Debtor (the Lessee) under the Lease and the Lease
Agreement (with the reference number of
YHZL(09)02ZL024).
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3.
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Performance
of Guarantee Liability
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If the
Debtor (the Lessee) fails to perform any debt according to the Lease, the
Guarantors shall perform the debt with unlimited joint liability. If
such debt is not monetary debt and it cannot be performed by the Guarantors, the
Guarantors shall compensate all the damages of the Lessor subject to such
failure of performance. If the Debtor (the Lessee) fails to pay the
rents or other payable amounts to the Creditor (the Lessor) according to the
schedule, amount and currency provided in the Lease, the Creditor (the Lessor)
is entitled to directly request any Guarantor to pay off such
amount to the Creditor (the Lessor) immediately. The
Creditor (the Lessor) only needs to send out a performance notice to the
Guarantors for the performance of the guarantee liabilities of the Guarantors
under this Agreement. Within (5) days after the receipt of such
performance notice, the Guarantors shall fulfill the guarantee liabilities to
the Creditor (the Lessor) based on such performance notice. If the
Guarantors delay to fulfill the guarantee liabilities, the Guarantors shall pay
the delay of performance penalty to the Creditor (the Lessor). The
delay of performance penalty shall be calculated on the basis of the delayed
amount and the delayed days between the agreed payment day and the actual
payment day, with 0.1% of the delayed amount for each delayed day.
The other
agreements regarding guarantee liabilities between guarantors of this agreement
does not affect the above-mentioned rights of the creidtors.
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4.
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Representations
and Warranties of the Guarantors
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The
Guarantors hereby represents and warrants that:
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1)
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The
Guarantors Wang Xinshun, Xx Xxxxxxx, Xxxx Xxxxxxx. Xxxxx Xxxx'e, Xxxxx
Xxxxxxxx, and Xx Xxxxxxxx are PRC citizens with PRC nationality and full
civil capacity for action.
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2)
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The
Guarantors have the right to enter into and perform this Guarantee
Agreement, this Agreement shall constitute the legal, valid and
enforceable obligations of the
Guarantors;
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3)
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The
execution and performance of this Guarantee Agreement will not violate the
articles of association of the Guarantors, laws, regulations and other
binding agreements or documents to the
Guarantors.
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4)
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If
any defect of the qualification or the approval procedures for the
guarantee causes any damage to the Creditors (the Lessor), such damage
shall be fully compensated by the
Guarantors.
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5)
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The
Guarantors will not claim any right of recourse to the Debtor (the Lessee)
for the performance of guarantee obligation before the Debtor (the Lessee)
pays off all the debt.
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5.
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Term
of Guarantee
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The term
of guarantee under this Agreement shall commence on the effective date of the
Leasing Agreement until two years after the expiration date of the performance
period of the debts under the Lease.
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6.
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Effectiveness
of Guarantee
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6.1
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This
guarantee is an unconditional and irrevocable guarantee, the effectiveness
of the guarantee will not be affected by any of the following
issues:
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1)
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The
change of name, address, articles of associations, legal representative,
business scope, nature of enterprise and other related changes of the
parties in this Agreement;
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2)
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Any
merger, spin-off, shut down, revocation, dissolution, or bankruptcy of the
Debtor (the Lessee) and the
Guarantors;
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3)
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Any
changes of the Lease conducted by the Creditor (Lessor) and the Debtor
(the Lessee).
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4)
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The
Creditor (Lessor) obtains other guarantee from the Debtor (the Lessee) or
other parties.
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6.2
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If
the Lease or the transfer Agreement became invalid or be terminated which
is caused by the fault of the Debtor (the Lessee), the Guarantors will
assume the compensation liabilities for all the losses of the Creditor
(the Lessor).
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7.
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Assignment
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7.1
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Without
written consent of the Creditor (the Lessor), the Guarantors shall not
assign this Agreement or any of their rights or obligations under this
Agreement to any party.
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7.2
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The
Creditor (the Lessor) may assign the Lease or its creditor's right under
the Lease to any third party without any consent of the
Guarantors. The Guarantors shall assume the joint guarantee
liability to the assignee according to the terms under this
Agreement.
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8.
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Correspondence
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8.1
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Any
notices or other communications shall be sent to the addresses of relevant
parties as of the addresses first hereinabove set
forth.
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8.2
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The
Guarantors agree to promptly notice the Creditor (the Lessor) any of the
following cases:
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1)
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Change
of business scope of the
Guarantors;
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2)
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Close
down of the Guarantors;
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3)
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The
property of the Guarantors are preserved or enforced, and such status is
not relieved within 7 days;
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4)
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The
Guarantors transfer all of their assets or all of its material
assets;
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5)
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The
equity interest or the controller of the Guarantors changes
materially;
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6)
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The
Guarantors is under any litigation, arbitration or administrative
procedures instituted by other party, of which if the final decision is
adverse, the capacity of the Guarantors to perform this Agreement will be
materially affected.
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9.
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Governing
Law
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This
Agreement shall be governed by and construed according to the laws of
PRC. Any dispute related to this Agreement shall be first settled by
friendly negotiation between the parties. If a settlement cannot be
reached, it shall be submitted to the court of jurisdiction in the legal address
of the Creditor (the Lessor) (Jingan District, Shanghai City).
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10.
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Miscellaneous
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10.1
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This
Agreement is valid to the parties and the successors and assignees of the
parties.
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10.2
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This
Agreement shall come into effect when it is signed or stamped by the
parties. This Agreement shall be executed in ten original
copies; all of which together constitute one of the same
instrument. Each original copy is equally
valid.
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10.3
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This
Agreement constitutes the full and entire agreement between the parties
with regard to the subject matters hereof and thereof and supersede all
previous oral and written agreements, Agreements, understandings and
communications of the Parties in respect of the subject matter of this
Agreement.
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10.4
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This
Agreement may be amended only by written documents entered into by the
parties.
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10.5
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The
Guarantors agree to provide their audited annual final reports to the
Creditor (the Lessor) within 10 days after the issuance of each audited
annual final reports in each fiscal year according to the requirement of
the Creditor (the Lessor).
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10.6
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If
the Guarantors fail to perform any of the obligations under this Agreement
of the Lease, the Creditor (the Lessor) may submit such information to any
credit information institution or credit rating institution without any
consent of the Guarantors or any notice to the Guarantors by any
means.
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10.7
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This
Agreement shall be conducted with enforceable
notarization. After enforceable notarization is conducted to
this Agreement by the parties, if the Creditor / Guarantors fail to
perform or fail to fully perform the obligations under this Agreement, the
Creditor is entitled to apply the enforcement certificate with the notary
public office and apply for enforcement with court of jurisdiction
according to the notarial deed and the enforcement certificate; the
Guarantors agree to accept such enforcement. The expenses for
the notarization will be assumed by the Debtor and paid to the Creditor on
the date this Agreement is entered
into.
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(Signature
Page)
IN
WITNESS WHEREOF the parties have signed this Agreement as of the date first
hereinabove set forth.
The
Creditor (the Lessor): AVIC I International Leasing Co., Ltd.
(Stamp)
[Stamp of
AVIC I International Leasing Co., Ltd. sealed here]
(Signature): /s/
Xxxx Xxxxxxxx
Title:
Date:
The
Debtor (the Lessee): Henan Shuncheng Group Coal Coke Co., Ltd.
(Stamp)
[Stamp of
Henan Shuncheng Group Coal Coke Co., Ltd.. sealed here]
(Signature): /s/
Wang Xinshun
Title:
Date:
November 3rd,
2009
The
Guarantor: Wang Xinshun
(Signature): /s/
Wang Xinshun
Date:
November 3rd,
2009
The
Guarantor: Xx Xxxxxxx
(Signature): /s/
Wang Feng
Date:
November 3rd,
2009
The
Guarantor: Xxxx Xxxxxxx
(Signature): /s/
Wang Feng
Date:
November 3rd,
2009
The
Guarantor: Xxxxx Xxxx'e
(Signature): /s/
Wang Feng
Date:
November 3rd,
2009
The
Guarantor: Xxxxx Xxxxxxxx
(Signature): /s/
Wang Feng
Date:
November 3rd,
2009
The
Guarantor: Xx Xxxxxxxx
(Signature): /s/
Wang Feng
Date:
November 3rd,
2009
