Loan Guarantee Agreement - Agricultural Bank of China, Weifang Fuhua Amusement Park Co. Ltd. and Weifang Neo-Luck (Group) Co.
LOAN GUARANTEE AGREEMENT
AGRICULTURAL BANK OF CHINA
Wei Nong Yin Bao Jie Zi 97 No. 103
Lender: Weifang City Branch, Agricultural Bank of China
Borrower: Weifang Fuhua Amusement Park Co., Ltd.
Guarantor: Weifang Neo-Luck (Group) Company
Pursuant to applicable laws and regulations, Lender, Borrower and Guarantor,
after full consultations with each other, hereby agree to enter into this
Agreement to bind the three Parties.
Article 1. Lender agrees to provide a loan to Borrower as follows:
(1) Type of loan: long-term; Purpose of loan: purchase of equipment;
(2) Amount of loan: Sixty five million Renminbi; (write currency and amount in
full-form characters)
(3) Repayment method: interest paid quarterly, principal repaid at the end of
Loan term
(4) Loan term and rate of interest:
1. One-time repayment: from 12 June 1997 to 20 December 2006, with a rate
of interest of 10.35% per month.
2. Amortized repayment: repayment of _________ on _________, with a rate
of interest of _________ per _____; repayment of _________ on _________,
with a rate of interest of _________ per _____; repayment of _________
on _________, with a rate of interest of _________ per _____.
In the event that the State should adjust its interest rates or that Borrower
should fail to pay interest to Lender by the due date, relevant matters shall be
dealt with in accordance with applicable regulations established by the People's
Bank of China.
Article 2. Borrower shall repay the whole principal of the Loan and interest
thereon in accordance with the Loan term agreed upon under this Agreement. If
the loan is overdue, interest of 0.4% per day shall be charged during the
period that it is overdue. In the event that delayed repayment shall be
necessary, Borrower shall apply for extension to Lender ten days prior to the
expiration of the Loan term. Upon approval by Lender of such application, a
delayed repayment agreement shall be entered into, and such agreement shall be
legally binding on Guarantor. Guarantor shall willingly continue to bear the
Guarantee responsibility, with the Guarantee term extended accordingly.
Article 3. Borrower shall utilize the Loan for the purpose specified under this
Agreement. In the event that the Loan should be misappropriated, interest of
0.5% per day shall be charged for the duration of the misappropriation.
<PAGE>
Article 4. Borrower hereby makes the following commitments:
(1) Borrower shall provide Lender with such relevant information as Borrower's
true balance sheets, income statements, names of all of Borrower's deposit
banks, account numbers, and deposit and loan balances.
(2) Borrower shall accept monitoring by Lender of Borrower's use of the Loan
and Borrower's production and operations and financial activities.
(3) Borrower shall utilize the Loan for the purpose specified under this
Agreement.
(4) Borrower shall fully repay principal of the Loan and interest thereon
according to schedule.
(5) Borrower shall provide advance notice to Lender in the event that Borrower
should pledge Borrower's assets as security for third parties'
liabilities, and such pledging of assets shall not adversely affect
Lender's recovery of the Loan upon maturity.
(6) Borrower shall provide advance notice to Lender of any change of
Borrower's legal representative, legal address or operational location or
any reduction of its registered capital.
(7) Borrower shall not change Borrower's operational mode or ownership
structure due to such reasons as contracting, leasing, joint operations,
equity restructuring, splitting into separate entities, being a target for
acquisition (merger), and investing abroad, unless Borrower obtains
Lender's approval regarding arrangements for debt repayment obligations
and means of debt repayment.
In the event that Borrower should violate any clause in this article, Lender
shall have the right to recall the Loan, suspend disbursement of any portion of
the Loan not yet used, or impose other credit sanctions.
Article 5. Guarantor and Borrower shall be jointly liable for the Loan. The
Guarantee term shall be from the day when this Agreement enters into effect
until two years after the due date for the last portion of the loan, namely,
from December 20, 2006 to December 20, 2008.
Article 6. The Guarantor's scope of Guarantee shall include principal
obligations, principal, interest, penalties and costs incurred by Lender to
realize Lender's creditor rights.
Article 7. Guarantor hereby makes the following commitments:
(1) Guarantor shall provide such materials as Lender may require.
(2) Guarantor shall provide advance notice to Lender of any pledge of
Guarantor's assets as security for a third party's liabilities, any change
of Guarantor's legal representative, legal address or operational location
or any reduction of its registered capital.
(3) Guarantor shall not change Guarantor's operational mode or ownership
structure due to such reasons as contracting, leasing, joint operations,
equity restructuring, splitting into separate entities, being a target for
acquisition (merger), and investing abroad, unless Guarantor has obtained
the Lender's approval regarding arrangements for Guarantee obligations.
<PAGE>
In the event that Guarantor should violate any clause in this article, Lender
shall have the right to make claims against the Guarantor in advance, and
Guarantor shall not object to such claims. Additionally, Lender shall have the
right to suspend disbursement of any portion of the Loan not yet used by
Borrower.
Article 8. In the event that that Borrower or Guarantor should be involved in a
material lawsuit or lawsuits or in other changes in circumstances that may
endanger the Loan or may cause Guarantor to lose the ability to provide the
Guarantee, Lender shall have the right to recall the Loan.
Article 9. In the event Lender should recall the principal of the Loan and
interest thereon pursuant to this Agreement, Guarantor shall bear the Guarantee
obligations.
Article 10. Regardless of whether Lender should recover the Loan on schedule or
recall the Loan ahead of schedule in accordance with this Agreement, Lender may
directly deduct funds from Borrower's or Guarantor's accounts, and Borrower or
Guarantor shall not object to such deduction.
Article 11. In the event that the Loan Agreement should be determined to be
ineffective, the Guarantee Agreement shall continue to be effective, provided no
other factors cause the Guarantee Agreement to be ineffective. In the event that
the Guarantee Agreement should be determined to be ineffective, Lender shall
have the right to terminate the Loan Agreement, or Borrower shall provide
another Guarantee upon approval by Lender.
Article 12. Disputes arising under this Agreement shall be under the
jurisdiction of the People's Court in the place where Lender is located.
Article 13. Miscellaneous:
Article 14. All other issues not addressed in this Agreement shall be governed
by applicable laws, regulations and banking rules of the State.
Article 15. This Agreement shall be in three official copies, which shall be
identical to one another, with each of Borrower, Lender and Guarantor holding
one copy. This Agreement shall enter into effect upon signature or seal by the
three Parties.
Borrower (Official Seal): Weifang Fuhua Amusement Park Co., Ltd.
Deposit Bank and Account Number:
Address:
Legal Representative or Authorized Representative (Signature or Seal):
Xinyi Wang
Lender (Official Seal or Contract Stamp): International Department, Weifang City
Branch, Agricultural Bank of China
<PAGE>
Person in Charge or Authorized Representative (Signature or Seal):
Guarantor (Official Seal): Weifang Neo-Luck (Group) Company
Address:
Person in Charge or Authorized Representative (Signature or Seal):
Deposit Bank and Account Number:
Date: June 12, 1997
Place: International Department, Weifang Branch, Agricultural Bank of China
<PAGE>
(Interest Voucher)
Third Copy
Account Number 736000101 September 20, 2001
Payer Payee
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Account Fuhua Amusement Park Account
Name Co., Ltd. Name
Account Account
Number Number
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Amount Two Hundred Fifty
(in full-form Thousand Six RMB 250,635.00
characters) Hundred Thirty Five
Yuan Exactly
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Basic Interest Rate % Tranche Amount Tranche
Interest
6.435 1,085,000,000 (Illegible)
X 12 (hand written)
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(Illegible)
7.722% (hand written)
Item: (Debit)
Counter Item: (Credit)
RMB 35,000,000 (hand written)
Interest Period: From August 21, 2001 to September 20, 2001
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(Illegible) (Director) Book Keeper
Checker
Official Seal for Business Department of Weifang Branch of the Agricultural Bank
of China)
[right margin:] Receipt on behalf of unit