December 29, 2006 Mr. Chu Quan, Li 10/F. GuangDong BianFang Bldg. Fujing Rd. FuTian District, Shenzhen People’s Republic of China Re: Amendment to Contracts Dated September 29, 2003 and January 29, 2004, as amended by the letters, dated April 13,...
Exhibit
10
December
29, 2006
Xx.
Xxx
Xxxx, Li
10/F.
GuangDong BianFang Bldg. Fujing Rd. FuTian District,
Shenzhen
People’s
Republic of China
Re:
Amendment to Contracts Dated September 29, 2003 and January 29, 2004, as amended
by the letters, dated April 13, 2004, October 29, 2004 and December 28,
2005.
Dear
Xx.
Xx:
Reference
is made to (i) that certain Regulation S Subscription Agreement, dated September
29, 2003 (the “September 29 Contract”), between Minghua Group International
Holdings Limited (“Minghua”) and Beijing Xxxxx Xxxx Real Estate Development Co.,
Ltd. (“Xxxxx Xxxx”), (ii) that certain contract, dated January 29, 2004 (the
“January 29 Contract”), between Minghua and Xxxxx Xxxx, (iii) that certain
amendatory letter, dated April 13, 2004, (iv) that certain amendatory letter,
dated October 29, 2004, and (v) that certain amendatory letter, dated December
28, 2005, each of the amendatory letters amended the September 29 Contract
and
the January 29 Contract (the “Amendments” and together with the September 29
Contract and the January 29 Contract, the “Contracts”). Capitalized terms used,
but not otherwise defined, have the meanings ascribed to such terms in the
Contracts.
Pursuant
to the Contracts, Xxxxx Xxxx is or was, as applicable, required to pay Minghua
(i) US$12,000,000
(the First Payment) on
December
31, 2006; and (ii) US$16,800,000 (the Second payment) on June 30, 2007. Xxxxx
Xxxx has requested Minghua to provide Xxxxx Xxxx with an extension of the due
date of the First Payment until
June
30,
2007.
As
a
condition to this further extension, Xxx Xxxx Li, as third party beneficiary
and
acting on behalf of the stockholders of Minghua must consent to this
extension.
Accordingly,
the parties hereto, hereby agree to amend the Contracts as follows:
1. Extension
of Payment Date.
The
Contracts are hereby amended
to
extend the due date for the First Payment from December 31, 2006 to June 30,
2007.
2. Contracts
Remains in Full Force and Effect.
Except
as modified by this letter agreement, the Contracts remain valid and binding
upon the parties, unchanged and in full force and effect, including, without
limitation, the third party beneficiary provisions of the Amendment. This letter
agreement shall be treated by the parties as a supplement and an amendment
to
the Contracts and shall be governed by the provisions thereof, including any
provisions regarding governing law and arbitration.
Please
indicate your assent to the foregoing by executing this letter in the space
provided below.
| Sincerely, | ||
| MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED | ||
| |
|
|
| By: | /s/ Xxx Xxxx | |
|
Xxx Xxxx, Chief Executive Officer |
||
ACCEPTED
AND AGREED
TO
AS OF
THE DATE OF THIS
LETTER:
BEIJING
XXXXX XXXX REAL ESTATE DEVELOPMENT CO., LTD
| By: /s/ Xxxxx-xx Xx | |||
|
Xxxxx-Xx Xx, Chairman and CEO |
|
/s/ Xxx
Xxxx Xx
|
|||
|
XXX XXXX XX, individually as third party beneficiary |
