CREDIT AGREEMENT (English Summary Translation)
Exhibit
10.29
(English
Summary Translation)
Pledgee
(Party A): Bank of Nanjing Stock Co. Ltd., International Business
Department
Pledgor
(Party B): Goldenway Nanjing Garments Co. Ltd.
To
ensure
the execution of the one or more loan agreement(s) entered by Party A and
Nanjing Goldenway Nanjing Garments Co. Ltd. (hereinafter, known as “Debtor”),
Party B shall provide guarantee for Debtor. This Agreement is entered by Party
A
and Party B in accordance with the PRC Laws and Regulations.
| I. |
Party
B’s Representations and Warranties
|
The
mortgaged properties, with Party B as their lawful owner, are not subject to
any
controversy of ownership or right of use, confiscation, seizure, control,
expropriation, removal or any other compulsory measures. These properties under
this Agreement are legally mortgageable under applicable law.
| II. |
The
Credit Agreement and Guaranty
|
The
term
of the credit agreement is from July 31, 2008 to July 31, 2010. This credit
agreement and guaranty hereunder covers any and all borrowings of up to
50,000,000 RMB under one or more loan agreements between Party A and Party
B.
Party B shall provide a guarantee, which shall not be restricted to the term
of
the loan or the maturity or amount of the loan.
| III. |
Pledged
Collateral; Mortgage
|
See
the
List of Mortgaged Properties (attached herewith).
| IV. |
The
Guaranteed Obligations
|
The
guaranteed obligations include the principal amount of the debt hereunder and
interest, default fines, damage awards and expenses for the realization of
the
creditor’s rights (not including expenses for litigation, arbitration, property
preservation, business travel, notarization, execution, lawyers, evaluation,
or
auction, and similar costs and expenses).
| V. |
Entry
and Change of Terms of Loans
|
Except
for increase of the amount of a given loan or extension of the term of a loan,
any change of the principal loan agreement or any change of the interest rate
under the principal loan agreement is not subject to the approval of Party
B.
| VI. |
Independence
of the Agreement
|
This
Agreement is independent from the principal agreement or instruments under
which
Party B is a debtor. The invalidity and revocability of the principal agreement
does not affect the effectiveness of this Agreement. If the principal agreement
is deemed invalid or revocable, Party B shall still provide guarantee for the
debt generated from Debtor’s liability to return the property or pay the damage.
Party B’s duty of guarantee shall not change due to consolidation, separation,
change of stock equity, loss of civil capability, loss, death, declaration
of
loss or death of the Debtor.
| VII. |
Possession
of Property
|
During
the mortgage, the mortgaged properties shall be in possession of Party B. Party
B has the duty to preserve, maintain, and repair the mortgaged properties
properly.
| VIII. |
Registration
of the Mortgaged Properties
|
The
mortgaged properties shall be registered with relevant agencies. Party B shall
help Party A on the registration of the properties within 3 days after entering
this Agreement.
| IX. |
Insurance
for the Mortgaged Properties
|
Party
B
shall insure the mortgaged properties as instructed by Party A. At no time
shall
the amount of the insurance coverage be less than the amount of indebtedness
under the loans.
| X. |
Damage
Caused by a Third Party
|
Party
A
has the right to do the following in case of any damage caused by a third party:
|
1.
|
Require
repayment of the debt or part of the
debt;
|
|
2.
|
Change
to a deposit of fixed term;
|
|
3.
|
Change
to guarantee money;
|
|
4.
|
Repair
the properties;
|
|
5.
|
Require
the pledge of new properties of Party B for mortgage.
|
| XI. |
Disposition
of the Mortgaged Properties
|
Party
B
shall not sell, gift, transfer, exchange, lease, remortgage, move or dispose
of
the mortgaged properties by other means without a written consent of Party
A.
| XII. |
Realization
of Mortgage in Advance
|
Party
A
has the right to dispose of the mortgaged properties once it declares in
accordance with law that the debt is due in advance.
| XIII. |
Rights
and Duties of Party B
|
If
the
mortgage is or is likely to be impaired by a third party, Party B has the duty
to inform Party A to avoid such impairment. Party B shall provide additional
guarantee as agreed in the principal agreement. Party B shall pay for the
evaluation, notarization, insurance, registration, transfer of ownership,
assessment, preservation, litigation, arbitration, execution, auction, legal
service, and similar costs and expenses.
| XIV. |
Rights
and Duties of Party A
|
Party
A
has the right to require Party B to provide a guarantee for the debt that is
unpaid, and the right to dispose of the mortgaged properties to satisfy any
outstanding debt.
| XV. |
Breach
of Contract
|
In
case
of breach of contract by Party B, Party A has the right to ask for correction,
a
new guarantee, and any applicable remedy under law.
| XVI. |
Applicable
Laws and Settlement of Dispute
|
The
Laws
of People’s Republic of China are applicable laws to this Agreement. In case of
dispute, the parties can resolve it through consultation. If the dispute cannot
be settled through mutual agreement, the parties can bring it to the local
court
in Party A’s location.
| XVII. |
Effectiveness,
Change and Termination of the
Agreement
|
This
Agreement goes into effect as (1) the parties or authorized agent of the parties
sign and stamp; (2) the mortgaged properties listed herewith are registered.
After the Agreement goes into effect, neither party can change or terminate
this
Agreement without the consent of the other party. This Agreement can be changed
or terminated by a written consent of both parties after consultation with
each
other.
| XVIII. |
Miscellaneous
|
Party
B
understands that applicable interest rates are subject to change, and agrees
to
provide additional collateral in the event that Party A deems it necessary
to
maintain sufficient collateral for any outstanding principal balance in the
event of increased rates. If Party B fails to comply with this Agreement, Party
A may exercise its right to control and sell the ledged collateral as permitted
under law.
| XIX. |
Supplement
|
Each
party has a copy of this Agreement. Both copies have the same effect.
| XX. |
Announcement
|
This
Agreement has been approved by the supervisor of the parties. This Agreement
is
entered under the principle of voluntary contract and is binding for both
parties. All representations made concerning the mortgaged properties is
genuine, legal and effective.
|
Party
A: Bank of Nanjing Stock Co. Ltd.,
|
Party
B: Goldenway Nanjing Garments Co. Ltd.
|
|
[Stamp]
|
[Stamp]
|
|
Signing
Date: July 31, 2008
|
Signing
Date: July 31, 2008
|