Guaranty Cooperation Agreement (Translation)
(Translation)
Guarantor (Party A): Henan Chaoyang Steels Co., Ltd.
Authorized Representative: Xianjun Ma
Vouchee (Party B): China Armco Metals, Inc.
Authorized Representative: Xxxxxx Xxx
After friendly consultations conducted between Party A and Party B, Party A has agreed to provide guarantee for the bank loans of Xxxxx (Lianyungang) Renewable Resources Co., Ltd., a China-based subsidiary of Party B. The terms are as follows:
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1.
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Object of Guaranty: Xxxxx (Lianyungang) Renewable Resources Co., Ltd.
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2.
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Applicable Banks and Credit Lines:
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a.
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Bank of China Lianyungang Branch’s Project Loan: RMB90 million (which was guaranteed in 2009)
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b.
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Bank of Communications Lianyungang Branch: XXX 00 xxxxxxx (xxxxxxxx)
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c.
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Bank of Jiangsu: XXX 00 xxxxxxx (xxxxxxx)
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x.
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Xxxx xx Xxxxx’s additional loan for working capital: XXX 000 xxxxxxx (xxxxxxx)
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3.
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Terms for Guaranty:
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a.
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Party A agrees to provide unlimited joint guarantee for the credits lines listed in Article 2.
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b.
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The guaranteed amount shall not be more than the total amount of all credit lines in Article 2.
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c.
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Party B provides counter-guarantee to Party A. Once Party A has to assume the debts from bank loans of Party B, Party B shall ensure to pay off all debts and related expenses in a timely manner.
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d.
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Party B has the right to apply to other banks for credit lines at the same or less amounts in Article 2 if the pending applications are not approved. Only with consent from Party A, Party B can file application to other banks for credit line.
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e.
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The term of guaranty for all loans is up to 5 years. During the period of 5 years, Party B has the right to request Party A to renew guaranties for the loans whose terms are less than 5 years.
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4.
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Expenses for Guaranty:
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a.
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Party B agrees to pay Party A 500,000 shares of restricted common stock of China Armco Metals, Inc.
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b.
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The full amount of the shares is due by June 30, 2010.
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c.
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Party B shall issue the shares to Party A no matter the pending applications for credit lines are eventually approved or not.
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d.
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Party A assures not to sell or transfer the received shares within 180 days after the issuance date.
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5.
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The parties shall friendly negotiate to resolve the issues that have not been addressed in this agreement.
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Guarantor (Party A): Henan Chaoyang Steels Co., Ltd.
Authorized Representative: Xianjun Ma (corporate seal)
Vouchee (Party B): China Armco Metals, Inc.
Authorized Representative: Xxxxxx Xxx (corporate seal)
2010-6-11
