CREDIT AGREEMENT
Exhibit
4.43
THIS
CREDIT AGREEMENT, dated as of July 27th, 2007, is by and between GRAND TOYS
INTERNATIONAL LIMITED, a company organized under the laws of Hong Kong with
limited liability (the “Borrower”), and CENTRALINK INVESTMENTS LIMITED, a
British Virgin Islands company (the “Lender”).
ARTICLE
I
DEFINITIONS
AND ACCOUNTING TERMS
Section
1.1 Defined
Terms.
As used
in this Agreement the following terms shall have the following respective
meanings:
“Advance”:
As
defined in Section 2.1.
“Business
Day”:
Any
day (other than a Saturday, Sunday or public holiday in Hong Kong) on which
the
Lender is permitted to be open.
“Closing
Date”:
July
31, 2007.
“Collateral”:
The
entire equity interest in Kord Holdings Inc., a company organized under the
laws
of the British Virgins Limited, and International Playthings, Inc., a New Jersey
corporation, owned and held by Borrower.
“Commitment”:
The
obligation of the Lender to make Advances to the Borrower in an aggregate
principal amount outstanding at any time not to exceed the Commitment Amount
upon the terms and subject to the conditions and limitations of this
Agreement.
“Commitment
Amount”:
As
defined in Section 2.1.
“Default”:
Any
event which, with the giving of notice (whether such notice is required under
Section
8.1,
or
under some other provision of this Agreement, or otherwise) or lapse of time,
or
both, would constitute an Event of Default.
“Event
of Default”:
Any
event described in Section
8.1.
“GAAP”:
Generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute
of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity
as
may be approved by a significant segment of the accounting profession, which
are
applicable to the circumstances as of any date of determination.
“Lien”:
With
respect to any Person, any security interest, mortgage, pledge, lien, charge,
encumbrance, title retention agreement or analogous instrument or device
(including the interest of each lessor under any capitalized lease), in, of
or
on any assets or properties of such Person, now owned or hereafter acquired,
whether arising by agreement or operation of law.
“Maturity
Date”:
As
defined in Section 2.1.
“Note”:
As
defined in Section
2.3.
“Obligations”:
(a)
all indebtedness, liabilities and obligations of the Borrower to the Lender
of
every kind, nature or description under the Note, (b) all liabilities of the
Borrower under this Agreement, and (c) in all of the foregoing cases whether
due
or to become due, and whether now existing or hereafter arising or
incurred.
“Person”:
Any
natural person, corporation, partnership, limited partnership, joint venture,
firm, association, trust, unincorporated organization, government or
governmental agency or political subdivision or any other entity, whether acting
in an individual, fiduciary or other capacity.
“Subsidiary”:
Any
corporation or other entity of which securities or other ownership interests
having ordinary voting power for the election of a majority of the board of
directors or other Persons performing similar functions are owned by the
Borrower either directly or through one or more Subsidiaries.
TERMS
OF LENDING
Section
2.2 Procedure
for Advances.
Any
request by the Borrower for an Advance shall be in writing or by telephone
and
must be given so as to be received by the Lender not later than five
(5)
Business
Days prior to
the
requested Advance date. Each request for an Advance shall specify (i) the
requested Advance date (which must be a Business Day) and (ii) the amount of
such Advance which shall be in a minimum amount of US$10,000.
Unless
the Lender determines that any applicable condition specified in Article III
has
not been satisfied, the Lender will make available to the Borrower at the
Lender’s principal office in immediately available funds not later than
3:00
PM
(Hong
Kong time) on the requested Advance date the amount of the requested
Advance.
Section
2.3 The
Note.
The
Advances shall be evidenced by a single promissory note of the Borrower (the
“Note”), substantially in the form of Exhibit A hereto, in the amount of the
Commitment Amount originally in effect. The Lender shall enter in its ledgers
and records the amount of each Advance made and the payments made thereon,
and
the Lender is authorized by the Borrower to enter on a schedule attached to
the
Note a record of such Advances and payments.
2
Section
2.4 Interest
Rate, Interest Payments and Default Interest.
Interest shall accrue monthly and be payable on the unpaid balance of the Note
at a fixed rate of fifteen percent (15.0%) per annum; provided,
however,
that
upon the happening of any Event of Default, then, at the option of the Lender,
the Note shall thereafter bear interest at a fixed rate of seventeen percent
(17.0%) per annum. Interest shall be payable in full on the earlier of the
Maturity Date or on the date of full prepayment of the Note.
Section
2.5 Repayment
and Prepayment.
Principal of the Note shall be payable in full on the Maturity Date. The
Borrower may prepay the Note, in whole or in part, at any time, without premium
or penalty. Any such prepayment must be accompanied by accrued and unpaid
interest on the amount prepaid. Each partial prepayment shall be in a minimum
amount of US$10,000.
Amounts
prepaid under this Section may be reborrowed upon the terms and subject to
the
conditions and limitations of this Agreement.
Section
2.6 Optional
Reduction of Commitment Amount or Termination of Commitment.
The
Borrower may, at any time, upon not less than one
Business
Day’s prior written notice to the Lender, reduce the Commitment Amount, with any
such reduction in a minimum amount of US$100,000.
Upon
any reduction in the Commitment Amount pursuant to this Section, the Borrower
shall pay to the Lender the amount, if any, by which the aggregate unpaid
principal amount of the Note exceeds the Commitment Amount as so reduced.
Amounts so paid cannot be reborrowed. The Borrower may, at any time, upon not
less than two
Business
Day’s prior written notice to the Lender, terminate the Commitment in its
entirety. Upon termination of the Commitment pursuant to this Section, the
Borrower shall pay to the Lender all unpaid obligations of the Borrower to
the
Lender hereunder.
Section
2.7 Computation.
Interest on the Note shall be computed on the basis of actual days elapsed
and a
year of 360 days.
Section
2.8 Use
of
Proceeds.
The
proceeds of the Advances shall be used for the Borrower’s general business
purposes in a manner not in conflict with any of the Borrower’s covenants in
this Agreement.
ARTICLE
III
CONDITIONS
PRECEDENT
Section
3.1 Conditions
of Initial Advance.
The
obligation of the Lender to make the initial Advance hereunder shall be subject
to the prior or simultaneous fulfillment of each of the following
conditions:
(a) Documents.
The
Lender shall have received the
following:
(i) The
Note
executed by a duly authorized director or officer (or directors and/or officers)
of the Borrower and dated the Closing Date.
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(ii) A
copy of
the corporate resolutions of the Borrower authorizing the execution, delivery
and performance of this Agreement and the Note and containing an incumbency
certificate showing the names and titles, and bearing the signatures of, the
directors and officers of the Borrower authorized to execute this Agreement
and
the Note, certified as of the Closing Date by the Secretary of the
Borrower.
(iii) A
copy of
the Memorandum and Articles of Association of the Borrower with all amendments
thereto, certified by the Companies Registry in Hong Kong.
(c) Fees
and Expenses.
The
Lender shall have received all fees and other amounts due and payable by the
Borrower on or prior to the Closing Date, including the reasonable fees and
expenses of counsel to the Lender payable pursuant to Section 9.2.
Section
3.2 Conditions
Precedent to all Advances.
The
Lender shall not have any obligation to make any Advance (including Advances
after the initial Advance) hereunder unless all representations and warranties
of the Borrower made in this Agreement remain true and correct and no Default
or
Event of Default exists.
ARTICLE
IV
CREATION
OF SECURITY INTEREST
Section
4.1 Grant
of Security Interest.
Borrower
hereby grants Lender, to secure the payment and performance in full of all
of
the Obligations, a first-priority continuing security interest in, and pledges
to Lender, all of the Borrower’s right, title and interest in the Collateral,
wherever located, whether now owned or hereafter acquired or arising, and all
proceeds and products thereof.
Section
4.2 Certain
Warranties and Covenants.
Borrower makes the following warrants and covenants:
(a) Borrower
has title to the Collateral, free of all Liens except the security interest
granted hereunder.
(b) Borrower
will defend the Collateral against all claims or demands of all Persons (other
than Lender) claiming the Collateral or any interest therein.
(c) Borrower
shall not sell any or all of the Collateral without the prior written consent
of
Lender.
4
REPRESENTATIONS
AND WARRANTIES
The
Borrower represents and warrants to the Lender:
Section
5.1 Organization,
Standing, Etc.
The
Borrower is a company duly incorporated and validly existing under the laws
of
Hong Kong and has all requisite corporate power and authority to carry on its
business as now conducted, to enter into this Agreement, to issue the Note,
to
subject the Collateral to the security interest created hereunder and to perform
its obligations hereunder and thereunder. This Agreement and the Note have
been
duly authorized by all necessary corporate action and when executed and
delivered will be the legal and binding obligations of the Borrower. The
execution and delivery of this Agreement and the Note will not violate the
Borrower’s constitutive documents or any law applicable to the Borrower. No
governmental consent or exemption is required in connection with the Borrower’s
execution and delivery of this Agreement and the Note.
Section
5.2 Financial
Statements and No Material Adverse Change.
The
Borrower’s financial statements as heretofore furnished to the Lender, have been
prepared in accordance with GAAP. The Borrower has no material obligation or
liability not disclosed in such financial statements, and there has been no
material adverse change in the condition of the Borrower since the dates of
such
financial statements.
Section
5.3 Litigation.
There
are no actions, suits or proceedings pending or, to the knowledge of the
Borrower, threatened against or affecting the Borrower which, if determined
adversely to the Borrower, would have, a material adverse effect on the
condition of the Borrower. The Borrower is not in violation of any law or
regulation where such violation could reasonably be expected to impose a
material liability on the Borrower.
Section
5.4 Taxes.
The
Borrower has filed all tax returns required to be filed and has paid or made
provision for the payment of all taxes due and payable pursuant to such returns
and pursuant to any assessments made against it or any of its property (other
than taxes, fees or charges the amount or validity of which is currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in accordance with GAAP have been provided on the books of the
Borrower).
Section
5.5 Subsidiaries.
The
Borrower has the Subsidiaries listed on Schedule 1 hereto.
ARTICLE
VI
AFFIRMATIVE
COVENANTS
Until
the
Commitment shall have expired or been terminated and the Note and all of the
Borrower’s other obligations to the Lender under this Agreement shall have been
paid in full, unless the Lender shall otherwise consent in writing:
Section
6.1 Financial
Statements and Reports.
The
Borrower will furnish to the Lender:
(a) As
soon
as available and in any event within 180 days after the end of each fiscal
year
of the Borrower, consolidated financial statements of the Borrower consisting
of
at least statements of income, cash flow and changes in stockholders’ equity,
and a balance sheet as at the end of such year, setting forth in each case
in
comparative form corresponding figures from the previous annual audit, certified
without qualification by BDO International or other independent certified public
accountants of recognized international standing selected by the Borrower and
acceptable to the Lender.
5
(b) As
soon
as available and in any event within 90 days after the end of each fiscal
quarter, unaudited consolidated financial statements for the Borrower for such
quarter and for the period from the beginning of such fiscal year to the end
of
such fiscal quarter, substantially similar to the annual audited
statements.
(c) As
soon
as practicable and in any event within 90 days after the end of each fiscal
quarter, a statement signed by the chief financial officer of the Borrower
stating that as at the end of such fiscal quarter there did not exist any
Default or Event of Default or, if such Default or Event of Default existed,
specifying the nature and period of existence thereof and what action the
Borrower proposes to take with respect thereto.
(d) Immediately
upon any officer of the Borrower becoming aware of any Default or Event of
Default, a notice describing the nature thereof and what action the Borrower
proposes to take with respect thereto.
(e) From
time
to time, such other information regarding the business, operation and financial
condition of the Borrower as the Lender may reasonably request.
Section
6.3 Insurance.
The
Borrower will maintain with financially sound and reputable insurance companies
such insurance as may be required by law and such other insurance in such
amounts and against such hazards as is customary in the case of reputable
corporations engaged in the same or similar business and similarly
situated.
Section
6.4 Payment
of Taxes and Claims.
The
Borrower will file all tax returns and reports which are required by law to
be
filed by it and will pay before they become delinquent, all taxes, assessments
and governmental charges and levies imposed upon it or its property and all
claims or demands of any kind (including those of suppliers, mechanics,
carriers, warehousemen, landlords and other like Persons) which, if unpaid,
might result in the creation of a Lien upon its property.
Section
6.5 Inspection.
The
Borrower will permit any Person designated by the Lender to visit and inspect
any of the properties, books and financial records of the Borrower, to examine
and to make copies of the books of accounts and other financial records of
the
Borrower, and to discuss the affairs, finances and accounts of the Borrower
with
its officers at such reasonable times and intervals as the Lender may
designate.
6
Section
6.6 Maintenance
of Properties.
The
Borrower will maintain its properties in good condition, repair and working
order, and supplied with all necessary equipment, and make all necessary
repairs, renewals, replacements, betterments and improvements thereto, all
as
may be necessary so that the business carried on in connection therewith may
be
properly and advantageously conducted at all times.
Section
6.7 Books
and Records.
The
Borrower will keep adequate and proper records and books of account in which
full and correct entries will be made of its dealings, business and
affairs.
Section
6.8 Compliance.
The
Borrower will comply in all material respects with all laws, rules and
regulations to which it may be subject.
Section
6.9 Notice
of Litigation.
The
Borrower will give prompt written notice to the Lender of the commencement
of
any action, suit or proceeding affecting the Borrower.
ARTICLE
VII
NEGATIVE
COVENANTS
Until
the
Commitment shall have expired or been terminated and the Note and all of the
Borrower’s other obligations to the Lender under this Agreement shall have been
paid in full, unless the Lender shall otherwise consent in writing:
Section
7.1 Merger.
The
Borrower will not merge or consolidate or enter into any analogous
reorganization or transaction with any Person or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution) or permit any Subsidiary
to do
any of the foregoing; provided,
however,
any
Subsidiary may be merged with or liquidated into the Borrower or any
wholly-owned Subsidiary (if the Borrower or such wholly-owned Subsidiary is
the
surviving corporation)
Section
7.2 Sale
of Assets.
The
Borrower will not, nor will permit any Subsidiary to, sell, transfer, lease
or
otherwise convey all or any substantial part of its assets except for sales
and
leases of inventory in the ordinary course of business.
EVENTS
OF DEFAULT AND REMEDIES
Section
8.1 Events
of Default.
The
occurrence of any one or more of the following events shall constitute an Event
of Default:
(a) The
Borrower shall fail to make when due, whether by acceleration or otherwise,
any
payment of principal of or interest on the Note or any other obligations of
the
Borrower to the Lender pursuant to this Agreement.
7
(b) Any
representation or warranty made by or on behalf of the Borrower in this
Agreement or by or on behalf of the Borrower in any certificate, statement,
report or document herewith or hereafter furnished to the Lender pursuant to
this Agreement shall prove to have been false or misleading in any material
respect on the date as of which the facts set forth are stated or
certified.
(d) The
Borrower shall fail to comply with any other agreement, covenant, condition,
provision or term contained in this Agreement (other than those hereinabove
set
forth in this Section
8.1)
and
such failure to comply shall continue for 20 calendar days after whichever
of
the following dates is the earliest: (i) the date the Borrower gives notice
of
such failure to the Lender, (ii) the date the Borrower should have given notice
of such failure to the Lender pursuant to Section 8.1, or (iii) the date the
Lender gives notice of such failure to the Borrower.
(e) The
Borrower or any Subsidiary shall become insolvent or shall generally not pay
its
debts as they mature or shall apply for, shall consent to, or shall acquiesce
in
the appointment of a custodian, trustee or receiver of the Borrower or such
Subsidiary or for a substantial part of the property thereof or, in the absence
of such application, consent or acquiescence, a custodian, trustee or receiver
shall be appointed for the Borrower or such Subsidiary or for a substantial
part
of the property thereof and shall not be discharged within 45 days, or the
Borrower shall make an assignment for the benefit of creditors.
(f) Any
bankruptcy, reorganization, debt arrangement or other proceedings under any
bankruptcy or insolvency law shall be instituted by or against the Borrower
or
any Subsidiary and, if instituted against the Borrower or any Subsidiary, shall
have been consented to or acquiesced in by the Borrower or such Subsidiary
or
shall remain undismissed for 60 days, or an order for relief shall have been
entered against the Borrower or such Subsidiary.
(g) Any
dissolution or liquidation proceeding shall be instituted by or against the
Borrower or any Subsidiary and, if instituted against the Borrower or such
Subsidiary, shall be consented to or acquiesced in by the Borrower or such
Subsidiary or shall remain for 45 days undismissed.
(h) A
judgment or judgments for the payment of money in excess of the sum of
US$500,000 in the aggregate shall be rendered against the Borrower or any
Subsidiary and either (i) the judgment creditor executes on such judgment or
(ii) such judgment remains unpaid or undischarged for more than 60 days from
the
date of entry thereof or such longer period during which execution of such
judgment shall be stayed during an appeal from such judgment.
(i) The
maturity of any material indebtedness of the Borrower or any Subsidiary (other
than indebtedness under this Agreement) shall be accelerated, or the Borrower
or
any Subsidiary shall fail to pay any such material indebtedness when due (after
the lapse of any applicable grace period) or any event shall occur or condition
shall exist and shall continue for more than the period of grace, if any,
applicable thereto and shall have the effect of causing, or permitting the
holder of any such indebtedness to cause, such material indebtedness to become
due prior to its stated maturity or to realize upon any collateral given as
security therefor. For purposes of this Section, indebtedness of the Borrower
shall be deemed “material” if it exceeds US$100,000 as to any item of
indebtedness or in the aggregate for all items of indebtedness with respect
to
which any of the events described in this Section has occurred.
8
(j) Any
execution or attachment shall be issued whereby any substantial part of the
property of the Borrower or any Subsidiary shall be taken or attempted to be
taken and the same shall not have been vacated or stayed within 30 days after
the issuance thereof.
(k) Any
guarantor of any of the obligations of the Borrower under this Agreement shall
seek to revoke its, his or her guaranty or any such guaranty shall become
unenforceable for any reason.
(l) Any
default shall occur under any other Loan Document.
Section
8.2 Remedies.
If (a)
any Event of Default described in Sections 8.1 (e), (f) or (g) shall occur
with
respect to the Borrower, the Commitment shall automatically terminate and the
Note and all other obligations of the Borrower to the Lender under this
Agreement shall automatically become immediately due and payable, or (b) any
other Event of Default shall occur and be continuing, then the Lender may (i)
declare the Commitment terminated, whereupon the Commitment shall terminate,
(ii) declare the Note and all other obligations of the Borrower to the Lender
under this Agreement to be forthwith due and payable, whereupon the same shall
immediately become due and payable, in each case without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived,
anything in this Agreement or in the Note to the contrary notwithstanding,
and
(iii) make any payments and do any acts it considers necessary or reasonable
to
protect the Collateral and/or its security interest in the Collateral. Upon
the
occurrence of any of the events described in clauses (a) or (b) of the preceding
sentence the Lender may exercise all rights and remedies under this Agreement,
the Note and any related agreements and under any applicable law.
Section
8.3 Offset.
In
addition to the remedies set forth in Section 8.2, upon the occurrence of any
Event of Default and thereafter while the same be continuing, the Borrower
hereby irrevocably authorizes the Lender to set off all sums owing by the
Borrower to the Lender against all deposits and credits of the Borrower with,
and any and all claims of the Borrower against, the Lender.
ARTICLE
IX
MISCELLANEOUS
Section
9.1 Modifications.
Notwithstanding any provisions to the contrary herein, any term of this
Agreement may be amended with the written consent of the Borrower; provided
that no
amendment, modification or waiver of any provision of this Agreement or consent
to any departure by the Borrower therefrom shall in any event be effective
unless the same shall be in writing and signed by the Lender, and then such
amendment, modifications, waiver or consent shall be effective only in the
specific instance and for the purpose for which given.
9
Section
9.2 Costs
and Expenses.
Whether
or not the transactions contemplated hereby are consummated, the Borrower agrees
to reimburse the Lender upon demand for all reasonable out-of-pocket expenses
paid or incurred by the Lender in connection with the negotiation, preparation,
approval, review, execution, delivery, amendment, modification, interpretation,
collection and enforcement of this Agreement and the Note. The obligations
of
the Borrower under this Section shall survive any termination of this
Agreement.
Section
9.3 Waivers,
etc.
No
failure on the part of the Lender or the holder of the Note to exercise and
no
delay in exercising any power or right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any power or right preclude
any other or further exercise thereof or the exercise of any other power or
right. The rights and remedies of the Lender hereunder are cumulative and not
exclusive of any right or remedy the Lender otherwise has.
Section
9.4 Notices.
Except
when telephonic notice is expressly authorized by this Agreement, any notice
or
other communication to any party in connection with this Agreement shall be
in
writing and shall be sent by manual delivery, telegram, telex, facsimile
transmission, overnight courier or domestic mail (postage prepaid) addressed
to
such party at the address specified on the signature page hereof, or at such
other address as such party shall have specified to the other party hereto
in
writing. All periods of notice shall be measured from the date of delivery
thereof if manually delivered, from the date of sending thereof if sent by
telegram, telex or facsimile transmission, from the first Business Day after
the
date of sending if sent by overnight courier, or from four days after the date
of mailing if mailed; provided,
however,
that
any notice to the Lender under Article II hereof shall be deemed to have been
given only when received by the Lender.
Section
9.5 Successors
and Assigns; Disposition of Loans.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Borrower may not
assign its rights or delegate its obligations hereunder without the prior
written consent of the Lender. The Lender may at any time sell, assign,
transfer, grant participations in, or otherwise dispose of any portion of the
Commitment and/or Advances to banks or other financial institutions. The Lender
may disclose any information regarding the Borrower in the Lender’s possession
to any prospective buyer or participant.
Section
9.6 Governing
Law and Construction.
THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT AND THE NOTE
SHALL BE GOVERNED BY THE LAWS OF HONG KONG.
Section
9.7 Consent
to Jurisdiction.
AT THE OPTION OF THE LENDER, THIS AGREEMENT AND THE NOTE MAY BE ENFORCED IN
ANY
COURT SITTING IN HONG
KONG;
AND THE BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND
WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUM IS NOT CONVENIENT. IN THE EVENT
THE
BORROWER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT
OR
CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED
BY
THIS AGREEMENT, THE LENDER AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE
TRANSFERRED TO THE JURISDICTION AND VENUE ABOVE-DESCRIBED, OR IF SUCH TRANSFER
CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.
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Section
9.8 Captions.
The
captions or headings herein and any table of contents hereto are for convenience
only and in no way define, limit or describe the scope or intent of any
provision of this Agreement.
Section
9.9 Entire
Agreement.
This
Agreement and the other Loan Documents embody the entire agreement and
understanding between the Borrower and the Lender with respect to the subject
matter hereof and thereof. This Agreement supersedes all prior agreements and
understandings relating to the subject matter hereof.
Section
9.10 Counterparts.
This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument, and either of the parties
hereto may execute this Agreement by signing any such counterpart.
[The
remainder of this page intentionally left blank]
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as
of the date first above written.
|
GRAND
TOYS INTERNATIONAL LIMITED
|
||
| |
|
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| By | /s/ Xxxxx X.X. Xxxxxx | |
|
Print Name Xxxxx X.X. Xxxxxx |
||
|
Title
Executive
V.P.
|
||
| Borrower’s
Address:
UG202,
Chinachem Golden Plaza
00
Xxxx Xxxx, Xxxxxxxxxxx
Xxxxxxx,
Xxxx Xxxx
|
||
|
CENTRALINK
INVESTMENTS LIMITED
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||
| |
|
|
| By | /s/ Xxxx Xxxxx | |
|
Print
Name Xxxx
Xxxxx
|
||
|
Title
CEO
|
||
|
Lender’s
Address:
Centralink
Investments Limited
UG202,
Chinachem Golden Plaza
00
Xxxx Xxxx, Xxxxxxxxxxx
Xxxxxxx,
Xxxx Xxxx
|
||
S-1
EXHIBIT
A TO
REVOLVING
NOTE
| US$2,000,000 |
July
___, 2007
|
FOR
VALUE
RECEIVED, GRAND
TOYS INTERNATIONAL LIMITED,
a
company organized under the laws of Hong
Kong
with limited liability,
hereby
promises to pay to the order of CENTRALINK
INVESTMENTS LIMITED
(the
“Lender”) at its main office in Hong
Kong,
PRC,
in
lawful money of the United States of America in immediately available funds
on
the Maturity Date (as such term and each other capitalized term used herein
are
defined in the Credit Agreement hereinafter referred to) the principal amount
of
TWO
MILLION UNITED STATES DOLLARS AND NO CENTS
(US$2,000,000)
or, if
less, the aggregate unpaid principal amount of all Advances made by the Lender
under the Credit Agreement, and to pay interest (computed on the basis of actual
days elapsed and a year of 360 days) in like funds on the unpaid principal
amount hereof from time to time outstanding at the rates and times set forth
in
the Credit Agreement.
This
note
is the Note referred to in the Credit Agreement dated as of July
___,
2007
(as the
same may be hereafter from time to time amended, restated or modified, the
“Credit Agreement”) between the undersigned and the Lender. This note is
secured, it is subject to certain permissive and mandatory prepayments and
its
maturity is subject to acceleration, in each case upon the terms provided in
said Credit Agreement.
In
the
event of default hereunder, the undersigned agrees to pay all costs and expenses
of collection, including reasonable attorneys’ fees. The undersigned waives
demand, presentment, notice of nonpayment, protest, notice of protest and notice
of dishonor.
THE
VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY
THE
LAWS OF HONG KONG.
|
GRAND
TOYS INTERNATIONAL LIMITED
|
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| By | ||
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| Title | ||
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Ex
A-1
SCHEDULE
1 TO
BORROWER’S
SUBSIDIARIES
Xxx
Xxxx
Holdings Company Limited
Kord
Holdings Inc.
International
Playthings, Inc.
Sch
1-1
[SUGGESTED
FORM OF CERTIFICATE OF
RESOLUTIONS
AND INCUMBENCY CERTIFICATE]
CERTIFICATE
OF [SECRETARY] OF
GRAND
TOYS INTERNATIONAL LIMITED
I, ___________________
,
hereby
certify to Centralink
Investments Limited
that I
am the [Secretary] of Grand
Toys International Limited,
a
company organized under the laws of Hong
Kong
with
limited liability (the “Company”), and that the following resolutions have been
duly adopted by the Board of Directors of the Company in a manner authorized
by
the laws of Hong
Kong:
“WHEREAS,
the
Company wishes to borrow money from Centralink
Investments Limited
(the
“Lender”), and for that purpose intends to enter into a Credit Agreement with
the Lender.
RESOLVED,
the
Company shall enter into a Credit Agreement with the Lender under which the
Company may obtain revolving loans up to US$2,000,000
in
aggregate amount; and the___________________
or
any
___________________ of
the Company is hereby authorized at any time and from time to time to execute
and deliver to the Lender such Credit Agreement and any promissory notes,
security agreements, mortgages, subordination agreements, pledge agreements,
assignments of life insurance, reimbursement agreements, or amendments to any
of
the foregoing as may be contemplated or required pursuant to such Credit
Agreement or otherwise, all in such form as such officer may determine and
approve (such determination and approval to be established conclusively by
such
officer’s execution and delivery of such Credit Agreement and any such related
documents and instruments).
FURTHER
RESOLVED,
that
the ________________________ or any
of the
Company is hereby authorized at any time and from time to time to sell, assign,
transfer, mortgage, create security interests in and pledge to the Lender the
real property, goods, instruments, documents, securities, chattel paper,
accounts, contract rights and other intangibles and any other property now
owned
or hereafter acquired by the Company, either absolutely for such consideration
as such officer may determine to be appropriate or as security for the payment
or performance of any or all debts, liabilities and obligations of every type
and description now or at any time hereafter owed to the Lender by the Company,
on such terms as such officer may approve, and to do such other acts or things
in connection therewith or pursuant thereto as such officer may determine to
be
appropriate (such determination and approval to be established conclusively
by
the instrument executed or action taken by such officer).
FURTHER
RESOLVED,
it is
hereby acknowledged that each and every note, guaranty, security agreement
and
other instrument made pursuant to the foregoing resolutions is and will be
made
and given for the corporate purposes of this Company.
FURTHER
RESOLVED,
the
[Secretary or Assistant Secretary] shall certify to the Lender the names and
signatures of the persons who presently are duly elected, qualified and acting
as the directors and officers authorized to act under the foregoing resolutions,
and the [Secretary or Assistant Secretary] shall from time to time hereafter,
upon a change in the facts so certified, immediately certify to the Lender the
names and signatures of the persons then authorized to sign or to act; the
Lender shall be fully protected in relying on such certificates and on the
obligation of the [Secretary or an Assistant Secretary] immediately to certify
to the Lender any change in any fact certified, and the Lender shall be
indemnified and saved harmless by the Company from any and all claims, demands,
expenses, costs and damages resulting from or growing out of honoring or relying
on the signature or other authority (whether or not properly used) of any
officer whose name and signature was so certified, or refusing to honor any
signature or authority not so certified.”
I
further
certify that the foregoing resolutions have not been amended or revoked and
are
in full force and effect on the date hereof.
I
further
certify that the Board of Directors of the Company has, and at the time of
adoption of the foregoing resolutions had, full power and lawful authority
to
adopt the foregoing resolutions and to confer the powers therein granted upon
the officers designated, and that such officers have full power and authority
to
exercise the same.
I
further
certify that the directors and officers whose names appear below have been
duly
elected to and now hold the offices in the Company set forth opposite their
respective names and that the signature appearing opposite the name of each
of
such officer is authentic and official:
|
Name
|
Title
|
Specimen
Signature
|
||
|
______________________
|
______________________
|
______________________
|
||
|
______________________
|
______________________
|
______________________
|
||
|
______________________
|
______________________
|
______________________
|
I
further
certify that shareholder approval of the foregoing resolutions is not required
and said resolutions are effective and binding on the Company without approval
by its shareholders.
Dated
______________________
|
[Secretary]
|
||
Attest
by
a Director
