XINHUA SPORTS & ENTERTAINMENT LIMITED c/o Suite 2103-4 Vicwood Plaza 199 Des Voeux Road Central Hong Kong
Exhibit 4.63
8 March 2010
XINHUA SPORTS & ENTERTAINMENT LIMITED
c/o Suite 0000-0 Xxxxxxx Xxxxx
000 Xxx Xxxxx Xxxx Xxxxxxx
Xxxx Xxxx
c/o Suite 0000-0 Xxxxxxx Xxxxx
000 Xxx Xxxxx Xxxx Xxxxxxx
Xxxx Xxxx
Attention: Board of Directors
Dear Sirs:
Re: | Bridge Loan in the Amount of $1.5 million USD. |
The undersigned (the “Lender”) is pleased to make a loan available to Xinhua Sports &
Entertainment Limited (the “Borrower”) for in accordance with the terms and conditions as set forth
below.
Purpose of Bridge Loan
The loan (the “Bridge Loan") will be applied by the Borrower for working capital purposes and
will be repaid as provided in this letter agreement.
Availability and Repayment
The principal amount of the Bridge Loan shall be advanced in its entirety on March 2, 2010 or
such other date as may be mutually agreed by the Lender and the Borrower. The Borrower shall repay
the principal amount of the Bridge Loan upon the earlier of i) the closing of the sale of its
equity interest in Beijing Jinguan Xincheng Advertising; and ii) the consummation of a capital
raising exercise by the Borrower for net proceeds at least equal to the principal amount of the
Bridge Loan plus any accrued and unpaid interest.
The Borrower may prepay the amount outstanding under the Bridge Loan in whole or in part at
any time.
Interest
The principal amount of the Bridge Loan outstanding from time to time shall bear interest,
both before and after maturity, default and judgment, at four (4%) per cent per annum.
Interest on amounts outstanding under the Bridge Loan shall accrue daily on the basis of
actual number of days elapsed in the year of 365 days (or 366 days in a leap-year) and shall,
subject to the requirement to repay accrued but unpaid interest at the time of repayment or
prepayment of principal, be payable in arrears on final maturity, to the Lender at the location
specified above, with interest on overdue interest, as well after as before default, maturity and
judgment as hereinafter provided.
Any payment of principal or interest which becomes due under the Bridge Loan on a day which is
not a day on which banks are open for business in Hong Kong (a “Business Day”) shall be paid on the
next following Business Day, and such extension shall be taken into account for the calculation of
interest and overdue interest.
All calculations of interest shall be made by the Lender, and such calculations shall, in the
absence of manifest mathematical error, be final, conclusive and binding on the Borrower. The
indebtedness of the Borrower in respect of the advance made by the Lender to the Borrower and
interest payable hereunder shall, absent manifest mathematical error, be conclusively evidenced by
the books and records of the Lender.
Events of Default
Upon the happening of any of the following events (each an “Event of Default"), the Lender
may, by notice in writing, accelerate the maturity of the Bridge Loan and require immediate payment
of all amounts due:
1. | If the Borrower fails to pay to the Lender any amount of principal or interest for a period
of seven days after such principal or interest is due. |
2. | If an order is made or an effective resolution is passed for the winding-up, liquidation,
reorganization or dissolution of the Borrower (except for the purposes of a bona fide
corporate reorganization previously approved in writing by the Lender), or if the Borrower
makes a general assignment for the benefit of creditors in any other jurisdiction, or is
declared bankrupt, or if a custodian or a sequestrator or a receiver or a receiver and manager
or any other officer with similar powers is appointed for the Borrower or its property or any
portion of such property which is, in the Lender’s opinion, substantial. |
-2-
3. | If any material part of any property of the Borrower is taken by any governmental authority
by the exercise of any power of expropriation or otherwise. |
4. | If the Borrower fails to pay any indebtedness, or any interest or premium, on indebtedness
when due (whether at stated maturity or by required prepayment, acceleration, demand or
otherwise) and such failure continues after the applicable grace period, if any, specified in
the agreement or instrument relating to such indebtedness; or any other default under any
agreement or instrument relating to such indebtedness, or any other event, shall occur and
shall continue after the applicable grace period if any, specified in such agreement or
instrument, if the effect of such default or event is to accelerate, or to permit the
acceleration of, the maturity of such indebtedness; or any such indebtedness is declared to be
due and payable, or required to be prepaid (other than by a regularly scheduled required
prepayment) prior to its stated maturity. |
Miscellaneous
This letter agreement and the parties respective obligations hereunder shall be subject to the
requirement of the Borrower to obtain the prior approval of the Audit Committee of its Board of
Directors.
The advance of the Bridge Loan and accrued interest shall be repaid or paid in United States
dollars. All dollar amounts referred to in this letter agreement shall be deemed to refer to
United States dollars.
The Lender may assign all or otherwise transfer all or any part of, or may grant participation
in all or any part of, its interests in the Bridge Loan to any other party, and such other party
shall then become vested with all the rights granted to the Lender in this letter agreement or
otherwise. This letter agreement may not be assigned by the Borrower without the prior written
consent of the Lender.
This letter agreement and shall be governed by and interpreted and enforced in accordance with
the laws of Hong Kong.
Any notice, direction or other communication required or permitted to be given under this
letter agreement shall be in writing and given by delivering it or sending it by facsimile or other
similar form of recorded communication addressed:
-3-
(a) | if to the Borrower, to it at: Suite 0000 Xxxxxxx Xxxxx 000 Xxx Xxxxx Xxxx Xxxxxxx, Xxxx Xxxx Attention: Board of Directors Facsimile: 852 2541 8266 |
||
(b) | if to the Lender, to it at: Unit PH3, Xxxxx 0, Xxxx Xxxxxx Xx 0 Xxxx Xxxx Xxxx Xxxx Xxx Xx Xxxx Xxxx Xxxxxxxx, Xxxxxxx 000000, Xxxxx Attention: Xxxxx Xxxx Telephone: 00 000 0000 0000 Facsimile: 8610 8587 4166 |
Any communication shall be deemed to have been validly and effectively given (i) if personally
delivered, on the date of such delivery if such date is a Business Day and such delivery was made
prior to 4:00 p.m. (Beijing time), (ii) if transmitted by facsimile or similar means of recorded
communication on the Business Day following the date of transmission. Any party may change its
address for service from time to time by notice given in accordance with the foregoing and any
subsequent notice shall be sent to the party at its changed address.
As the context requires, words importing the singular number shall include the plural and vice
versa, and words importing gender including the masculine, feminine and neuter genders.
-4-
Please evidence your approval and acceptance of this letter agreement by signing and returning
the enclosed copy on or before March 2, 2010.
Yours truly, | ||||
XXXXX XXXX | ||||
By: | /s/ Xxxxx Xxxx | |||
On behalf of Dragon Arena |
The undersigned agree to and accept this letter agreement on and subject to its terms and
conditions.
XINHUA SPORTS & ENTERTAINMENT LIMITED | ||||
By: | /s/ Xxxxxxxx X. Xxxx, IV | |||
-5-