Exhibit 10.28
BUSINESS LOAN AGREEMENT
Borrower: American Champion Lender: Olympia Partners, LLC
Entertainment, Inc. 000 Xxxxxxx Xxx,
0000 Xxx Xxxxxxx, Xxxxx 000 00xx Xxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Principal Loan Date Interest Rate Interest Maturity
Amount (simple, yr) Payment Date
$100,000.00 11-25-1998 7.00% 45/365 days = 863.01 01-08-1999
Total Principal & Interest Payment $100,863.01
THIS BUSINESS LOAN AGREEMENT between American Champion Entertainment, Inc.
("Borrower") and Olympia Partners, LLC ("Lender") is made and executed on the
following terms and conditions.
TERM. This Agreement shall be effective as of November 25, 1998, and shall
continue for a time period defined per above schedule.
USE OF LOAN PROCEEDS. It is represented to Lender that Borrower intends to use
the borrowed funds for the production of the Borrower's TV program "Adventures
With Xxxxx Xxxxx" and for general working capital.
REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender as
of the date of this Agreement:
Organization. Borrower is a Delaware corporation which is duly organized,
validly existing, and in good standing to conduct business in the State of
California. Borrower has the full power and authority to own its properties
and to transact the businesses in which it is presently engaged or presently
proposes to engage.
Authorization. The execution, delivery, and performance of this Agreement and
all related documents by Borrower, to the extent to be executed and performed
by Borrower, have been duly authorized by all necessary action by Borrower;
and do not conflict with any provision of its articles of incorporation or
organization or bylaws.
Legal Effect. This Agreement constitutes, and any instrument or agreement
require hereunder to be given by Borrower when delivered will constitute,
legal, valid and binding obligations of Borrower enforceable against Borrower
in accordance with their respective terms.
Survival of Representation and Warranties. Borrower understands and agrees
that Lender is relying upon the above representations and warranties in making
the above referenced Loan to Borrower. Borrower further agrees that the
foregoing representations and warranties shall be continuing in nature and
shall remain in full force and effect until such time as Borrower's Loan shall
be paid in full, or until this Agreement shall be terminated in a manner
satisfactory to both Lender and Borrower.
Inspection. Lender or agents of Lender may at any reasonable time, inspect
Borrower's properties and examine or audit Borrower's books, accounts, and
records.
Default. In the event that Borrower fails to make payment to Lender when due
on the Loan, or if an alternative method of payment acceptable to the Lender
is not made, Lender may immediately request Xxxxxxx X. Xxxx and Xxxxxx Xxxxx
("Xxxx" & "Xxxxx"), who together act as personal guarantors for Borrower, to
cause Continental Stock Transfer & Trust Company to issue 75,000 shares each
from Chan & Xxxxx'x personal holdings of ACEI (total 150,000 shares) in favor
of Lender. Chan & Xxxxx have executed Lock Up Agreements with Xxxxxx Xxxx
Securities dated July 15, 1997 which prohibits Chan & Xxxxx from selling
personal shares for 24 months from the date of such agreements. In the event
that the 150,000 shares from Chan & Xxxxx are issued to Lender under this
Default provision, Xxxxxx Xxxx Securities, by applying signature below,
acknowledges that it will release such shares from lock up provisions to allow
Lender to sell such shares.
Borrower agrees to pay upon demand all of Lender's out-of-pocket expenses,
including attorney's fees, incurred in connection with Borrower's Default on
this Agreement. Borrower also will pay any court costs, in addition to all
other sums provided by law. Lender may submit to the jurisdiction of the
courts of Santa Xxxxx County, the State of California.
BORROWER AND LENDER acknowledge having read all the provisions of this Business
Loan Agreement, and agree to its items. This agreement is dated as of
November 25, 1998.
BORROWER: LENDER:
American Champion Entertainment, Inc.
By: /s/ Xxxxxxx X. Xxxx By: /s/ Seth Fireman
Xxxxxxx X. Xxxx Name: Seth Fireman
President & Chief Executive Officer Title: Managing Partner
GUARANTORS: ACKNOWLEDGED:
Xxxxxx Xxxx Securities
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxx Xxxxx
Xxxxxx Xxxxx Xxxx Xxxxx
Chief Executive Officer
By: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
