AMENDMENT NO. 1 TO JOINT VENTURE AGREEMENT BY AND AMONG ASIA LEADER INVESTMENTS LIMITED RAD INTERNATIONAL INVESTMENT FUND LTD. SHANGHAI CENTURY ACQUISITION CORPORATION AND KEVIN MA Dated: April __, 2008
Exhibit
10.2
AMENDMENT
NO. 1 TO JOINT VENTURE AGREEMENT
BY
AND AMONG
ASIA
LEADER INVESTMENTS LIMITED
RAD
INTERNATIONAL INVESTMENT FUND LTD.
AND
▇▇▇▇▇
▇▇
Dated:
April __, 2008
AMENDMENT
NO 1. TO JOINT VENTURE AGREEMENT
This
Amendment No. 1 dated as of April __, 2008 (the “Amendment”) to the Joint
Venture Agreement of New Goal International Limited (the “Company”) dated as of
February 20, 2008 (the “Original Joint Venture Agreement”) by and among the
Persons set forth on Schedule A hereto (collectively, the “Joint Venturers”)
and, with respect to only the representations, warranties, covenants and
agreements set forth in Article IX hereof, Mr. ▇▇▇▇▇ ▇▇ (“▇▇▇▇▇ ▇▇”). The
Original Joint Venture Agreement as amended by this Amendment shall be referred
to herein as the “Joint Venture Agreement” or this “Agreement”). Capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in the Original Joint Venture Agreement.
A. Whereas
the Joint Venturers and ▇▇▇▇▇ ▇▇ have previously formed the Company”) and
adopted the Original Joint Venture Agreement; and
B. Whereas,
the Joint Venturers and ▇▇▇▇▇ ▇▇ wish to amend the Original Joint Venture
Agreement on the terms and subject to the conditions set forth
herein.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which
is
acknowledged, the parties agree as follows.
ARTICLE
I
DEFINITIONS
When
used
in the Joint Venture Agreement, the following terms have the following meanings:
A. “Arranger
Fee” means the issuance to RAD of 12,000,000 newly issued Ordinary Shares of
Shanghai Century free and clear of all liens and encumbrances.
B. “Capital
Contribution” of a Joint Venturer means the amount of money in US dollars, or,
in the case of property, the gross Fair Market Value on the date contributed
of
such property (net of any liability assumed by the Company in respect of such
property or to which the property is subject), contributed to the capital of
the
Company by such Joint Venturer, or services rendered by such Joint Venturer
to
or for the benefit of the Company.
C. “Shanghai
Century” means Shanghai Century Acquisition Corporation, a Cayman Islands
Corporation.
ARTICLE
II
AMENDMENTS
TO THE ORIGINAL JOINT VENTURE AGREEMENT
A. Section
3.1.1 of the Original Joint Venture Agreement is hereby amended by amending
the
second sentence thereof as follows: “ The Capital Contribution to be made by
Asia Leader shall be US$70,000,000 subject to adjustment as set forth in Section
3.1.2.”
B. Section
3.1.1 of the Original Joint Venture Agreement is hereby further amended by
adding two new sentences immediately following the second sentence thereof
to
read in their entirety as follows: “At least US$10,000,000 of the Capital
Contribution to be made by Asia Leader shall be in the form of cash paid on
the
Contribution Date; provided,
however,
that
RAD or ▇▇▇▇▇ ▇▇ on may, by written notice delivered to Shanghai Century on
or
prior to 2pm EST on April 25, 2008, inform Shanghai Century that it is unwilling
to proceed with the closing of the transactions contemplated by this Agreement
due to Shanghai Century’s inability to have at least US$20,000,000 so that it
can fund an additional contribution in cash on the Contribution Date. Asia
Leader shall be permitted to finance the remaining portion of its Capital
Contribution and Shanghai Century shall retain RAD to arrange for and secure
or
to cause the arrangement and securing of such financing on the terms and subject
to the conditions set forth in Section. 3.1.4 of this Agreement.
C. Section
3.1.1(a) of the Original Joint Venture Agreement is hereby amended by adding
the
words “ as amended from time to time by the mutual written consent of the
parties thereto” immediately after the word “hereof” in the third line
thereof.
D. Section
3.1.1 of the Original Joint Venture Agreement is hereby further amended by
adding a new subsection (j) thereto to read in its entirety as follows: “(j) the
Supplementary Agreement dated as of April 23, 2008 by and among the Company,
NCIL, FAW Volkswagen Sales Co., Ltd and Beijing Zhongyida Business Group Co.,
Ltd (the “Auto Supplementary Agreement”) and the Supplementary Agreement dated
as of April 23, 2008 by and between the Company and NCIL (the “ATM Supplementary
Agreement”).
E. A
new
Section 3.1.4 shall be added to the Joint Venture Agreement to read in its
entirety as follows:
“3.1.4 Arranger
Services and Fee RAD
agrees to arrange for and secure or to cause the arrangement and securing of
financing for such portion of the capital contribution required to be made
to
Company by Asia Leader pursuant to this Agreement, that is not made in cash
by
Asia Leader to the Company on the Contribution Date. In consideration for the
performance of such arranger services, Shanghai Century agrees to pay to RAD
the
Arranger Fee. The Arranger Fee shall be paid to RAD on the date immediately
following the date on which the Shanghai Century has obtained the approval
of
its shareholders in accordance with the rules of the American Stock Exchange
for
the issuance to RAD of the Ordinary Shares that constitute the Arranger Fee.
Shanghai Century agrees that it will call a meeting of its shareholders at
which
it will seek such shareholder approval no later than May 31, 2008.”
F. A
new
Section 3.1.5 shall be added to the Joint Venture Agreement to read in its
entirety as follows:
“3.1.5 Certain
Voting Arrangements Shanghai
Century agrees that on or prior to May 2, 2008, that it shall execute and
deliver and shall cause each of its founding shareholders to executes and
deliver a Voting Agreement with RAD whereby each party would agree that (i)
until May 31, 2008 and at all times thereafter for so long as RAD and its
Affiliates own at least a majority of Shanghai Century’s outstanding Ordinary
Shares, that RAD shall have the right to(x) nominate a majority of the
candidates for election to Shanghai Century’s Board of Directors and (y)
designate the candidate to serve as the Chairman of the Board of Directors
of
Shanghai Century and (ii) he will vote all Ordinary Shares then beneficially
owned by such party in favor of the nominees selected by RAD.
G. Section
3.4.1(d) of the Original Joint Venture Agreement is hereby amended by adding
the
words “, the Auto Supplementary Agreement, ATM Supplementary Agreement”
immediately after the words “Automobile Supply Contract” in the sixth line
thereof.
H. Section
3.4.1(e) of the Original Joint Venture Agreement is hereby amended by adding
the
words “, the Supplementary Agreement, the ATM Supplementary Agreement”
immediately after the words “First Refusal Agreement” in the eighth line
thereof.
ARTICLE
III
MISCELLANEOUS
A Effectiveness
This
Amendment shall become effective as of the date first above
written.
B. Continued
Effectiveness of the Original Joint Venture Agreement Except
as
expressly amended herein, all terms and provisions of the Original Joint Venture
Agreement are and shall continue to be in full force and effect and the parties
hereto shall be entitled to the full benefits thereof.
C. Governing
Law This
Amendment shall be governed by and construed in accordance with the laws of
the
State of New York without giving effect to any principles of conflicts of laws
that would result in the application of the law of any other
jurisdiction.
D. Counterparts
This
Amendment may be executed by the parties hereto in any number of separate
counterparts.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, effective
as
of the date first written above.
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ASIA
LEADER INVESTMENTS LIMITED
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By:
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Name:
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▇▇▇▇▇▇▇
▇▇
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Title:
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Director
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RAD
INTERNATIONAL INVESTMENT FUND LTD.
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By:
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Name:
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▇▇▇▇▇
▇▇
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Title:
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Director
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For
purposes of Sections 3.1.4 and 3.1.5 only:
SHANGHAI
CENTURY
ACQUISITION
CORPORATION
By:____________________
Name:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇
Title:
co-Chief Executive Officer
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