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English to Chinese: SAMPLE TRANSLATION General field: Law/Patents
Source text - English LETTER AGREEMENT
This Letter Agreement is entered into and executed by the signatories hereto, in further consideration of their mutual promises and obligations as set forth in that certain Purchase and Sale Agreement, dated as of April __, 2014, by and between ERG Intermediate Holdings LLC (“EIH”), Manolo, LLC (“Manolo”), ERG Resources, L.L.C. (“Company”), and Goldleaf Jewelry Co., Ltd. (“Goldleaf”) (the “PSA”), pursuant to which Goldleaf shall acquire 100% of the membership interests of the Company from Seller on the terms and conditions set forth in the PSA. Capitalized terms not defined herein shall have meanings set forth in the PSA. The purpose of this Letter Agreement is to set forth certain material terms and conditions related to the PSA and ensure that the Parties’ understanding and agreement concerning the substance of this Letter Agreement is reflected in clear, unambiguous terms.
1. Excluded Assets. In relation to the CLMG Credit Agreement, Borrower presently has an outstanding principal amount of debt in the amount of $350,000,000. In order to release to Seller the Excluded Assets and to release Seller and the Excluded Subsidiary from their guarantees of the CLMG Credit Agreement (the “Guarantees”), pursuant to the terms of the PSA, Goldleaf shall cause the Company to use the Capital Contribution to make at least the minimum payment of principal and interest due under the CLMG Credit Agreement in such amount as shall be sufficient and necessary to induce the lender under the CLMG Credit Agreement (the “Lender”) to fully release all liens and encumbrances on the Excluded Assets and the Guarantees; provided, however, that if such Lender exercises its rights under the change of control provision in Section 2.7 of the CLMG Credit Agreement as a result of the Closing, the Excluded Aircraft, Excluded Assets and Guarantees shall only be released once payment has been made pursuant to the requirements of the Change of Control provision; and, provided further, that prior to the Closing, the Company will use its best efforts to get the Lender to agree to waive any penalties related to pre-payment, yield maintenance, and any similar assessments.
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