LOAN AGREEMENT AND GUARANTY
Exhibit
10.30
LOAN
AGREEMENT AND GUARANTY
LOAN AGREEMENT dated as of February 2,
2010, by and among Xxx Man Pou, residing at Est. Noroeste De Taipa 15/F., Flat
X-X Ed. Ocean Garden-Lotus Court, Taipa, Macau, and Xxxx Xxx Xxx, residing at
Est. Cacihas o.73 Fl. 13, Flat P, Ed. Xxx Xxxx Gdn, Fu Xxxx Xxx, and Asia Gaming
& Resort Limited, a Hong Kong corporation having offices at Xxxx 0000, Xxxx
Xxxx Xxxxxxxx, 00 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx
(“Borrower”). Messrs. Xxx and Xxxx are each herein referred to
individually as a “Lender” and are referred to collectively as the
“Lenders.”
RECITALS:
A. The Lenders are executive
officers of Borrower and its subsidiaries and shareholders and executive
officers of the parent company of Borrower and are also principals in companies
(“VIP Gaming Promoters”) that are parties to agreements with concessionaires and
sub-concessionaires to operate VIP gaming rooms in casinos in hotels operated by
such concessionaires and sub-concessionaires.
B. The VIP Gaming Promoters
are parties to agreements (“Profit Interest Agreements”) with subsidiaries of
Borrower pursuant to which the VIP Gaming Promoters have assigned to the
subsidiaries 100% of the profits earned by the VIP Gaming Promoters from the
operation of the VIP gaming rooms.
C. Pursuant to the Profit
Interest Agreements, the Lenders have agreed to make loans to Borrower for use
by Borrower as working capital and to enable Borrower to make loans to VIP
Gaming Promoters.
IT IS AGREED:
1. Lenders’
Commitment. The Lenders, jointly and severally, hereby agree
to loan to Borrower amounts that (a) on and after the date of this Agreement
shall be not less than Hong Kong dollars (HK$) 150,000,000, and (b) on and
after March 31, 2010 and until the termination of this Agreement shall be
not less than HK$ 350,000,000.
2. Use of Loan
Proceeds. Borrower shall use the loans made by the Lenders
hereunder solely for working capital and for making loans to VIP Gaming
Promoters that are parties to Profit Interest Agreements with subsidiaries of
Borrower.
3. No
Interest. All loans made pursuant to this Agreement shall be
non-interest bearing.
4. Term of
Agreement. The term of this Agreement shall begin as of the
date of this Agreement and shall continue until the last day (the “Termination
Date”) of the first fiscal quarter year of Borrower ending after the date of
this Agreement on which the working capital of Borrower and its subsidiaries is
at least HK$ 775,000,000 at the close of business of such fiscal quarter,
determined in accordance with United States generally accepted accounting
principles consistently applied, but excluding any working capital resulting
from loans made by the Lenders.
5. Repayment. All
loans outstanding on the Termination Date shall be repaid by Borrower to the
Lenders no later than ten business days (as determined in the Hong Kong Special
Administrative Region) after the Termination Date. Upon request by
the Lenders, at any time that the amount of loans outstanding is greater than
the commitment of the Lenders pursuant to Section 1, Borrower shall repay to the
Lenders the amount of such excess or such lesser amount as may be requested by
the Lenders.
6. Evidence of Loans and
Repayment. Borrower shall reflect in its books and records all
loans made to it and all repayments of such loans.
7. Guaranty by
Lenders. The Lenders, jointly and severally, hereby absolutely
and unconditionally guaranty to Borrower the prompt, full and faithful payment
when due of all loans made by Borrower to VIP Gaming Promoters, including loans
made by Borrower with funds obtained from its operations with the prior approval
of the Lenders. Regardless of whether Borrower is prevented or
otherwise hindered by law from collecting or otherwise enforcing any of such
loans in accordance with their terms, whether as the result of the commencement
of any bankruptcy or similar proceedings against a VIP Gaming Promoter or
otherwise, Borrower shall be entitled to receive hereunder from Lenders upon
demand therefor the sums that would have been due had such collection or
enforcement not been prevented or hindered. Borrower shall not be
required to take any action or proceeding of any kind against the Lenders to
enforce its rights hereunder. Any amounts due to Borrower pursuant to
the guaranty provided by the Lenders in this Section 7 may, at Borrower’s
election, be offset against amounts owing to the Lenders by Borrower pursuant to
this Agreement.
8. Notices. All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally or by overnight commercial delivery service
providing proof of delivery to the parties at the addresses set forth in the
heading of this Agreement (or at such other address for a party as shall be
specified by like notice) and shall be deemed given when delivered to the
recipient.
9. Governing
Law. This Agreement shall be governed by and construed in
accordance with the law of the Hong Kong Special Administrative Region without
giving effect to principles of conflicts of law.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.
| ASIA GAMING & RESORT LIMITED | ||||
| /s/ Xxx Man Pou | ||||
|
Lam
Man Pou
|
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|||
|
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By:
|
/s/ Xxxxx Xxxx Hung | ||
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/s/
Xxxx Hon Kun
|
Name:
|
Xxxxx Xxxx Xxxx | ||
|
Xxxx
Xxx Xxx
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Title:
|
CEO | ||
