REVOLVING LINE OF CREDIT AGREEMENT
This
Revolving Line of Credit Agreement (this “Agreement”)
is
made as of August 14, 2007 by and among Xxxxxxxxx Asia Acquisition Corp., a
Cayman Islands company (“Borrower”),
and
each other signatory hereto (each a “Lender”
and
collectively, the “Lenders”),
with
reference to the following facts.
(a) Borrower
has been organized for the purpose of effecting a merger, capital stock
exchange, asset acquisition or other similar business combination with an
operating business (a “Business
Combination”).
(b) Borrower
proposes to: (a) make a public offering (the “Public
Offering”)
of its
securities pursuant to a registration statement (the “Registration
Statement”)
filed
with and declared effective by the Securities and Exchange Commission (the
“SEC”);
(b)
deposit the proceeds from the Public Offering into a trust account (the
“Trust
Account”)
for
the benefit of the purchasers of securities in the Public Offering, net of
offering costs, underwriting discounts and a financial advisory fee, to be
held
and disbursed in accordance with the terms of the Investment Management Trust
Agreement to be entered into between Borrower and Continental Stock Transfer
& Trust Company as trustee (the “Trust
Agreement”);
and
(c) utilize the funds in the Trust Account in connection with a Business
Combination.
(c) Borrower
may need funds to pay costs and expenses prior to consummation of a Business
Combination.
(d) On
the
terms and subject to the conditions set forth in this Agreement, Lenders are
willing to make available to Borrower a revolving line of credit to pay certain
costs and expenses that may arise prior to a Business Combination.
AGREEMENT
1. The
Loans
1.1 Subject
to the terms and conditions of this Agreement, during the period from the date
hereof until the Termination Date, each Lender severally, but not jointly,
agrees, to make advances (each advance, a “Loan”
and
collectively, the “Loans”)
to
Borrower in an aggregate amount not to exceed such Lender’s Commitment, and
Borrower agrees to repay such Loans, from time to time in accordance with the
terms and conditions of this Agreement and the revolving line of credit notes
(each, a “Note”
and
collectively, the “Notes”)
issued
in connection herewith, a form of which is attached hereto as Exhibit A;
provided, however, that notwithstanding anything herein to the contrary, at
no
time shall any Lender be required to make Loans in excess of such Lender’s Pro
Rata Share of the amount by which the Commitments of Lenders exceeds the
outstanding Loans. This Agreement and the Notes are sometimes referred to in
this Agreement individually as a “Loan
Document,”
and
are sometimes collectively referred to as the “Loan
Documents.”
The
term “Commitment”
shall
mean, with respect to a Lender, the principal amount set forth beside such
Lender’s name under the heading “Commitment” on the signature pages to this
Agreement, as such Commitment may be adjusted from time to time in accordance
with section 8.5 herein and the term “Commitments”
shall
mean, collectively, the aggregate
amount of the commitments of all of the Lenders. The term “Pro
Rata Share”
shall
mean, with respect to a Lender, the percentage obtained by dividing (a) such
Lender’s Commitment by (b) the sum of all of the Lenders’ Commitments, or if the
Commitments are terminated, the percentage obtained by dividing (1) the
Obligations owing to such Lender by (2) the sum of all of the Lenders’
Obligations. The term “Obligations”
shall
mean all amounts, obligations, liabilities, covenants and duties of every type
and description owing by Borrower to any Lender arising out of, under, or in
connection with, any Loan Document, whether direct or indirect (regardless
of
whether acquired by assignment), absolute or contingent, due or to become due,
whether liquidated or not, now existing or hereafter arising and however
acquired, and whether or not evidenced by any instrument or for the payment
of
money, including, without duplication, (a) all Loans, (b) all interest, whether
or not accruing after the filing of any petition in bankruptcy or after the
commencement of any insolvency, reorganization or similar proceeding, and
whether or not a claim for post-filing or post-petition interest is allowed
in
any such proceeding, and (c) all other fees, expenses (including fees, charges
and disbursement of counsel), interest, commissions, charges, costs,
disbursements, indemnities and reimbursement of amounts paid and other sums
chargeable to Borrower under any Loan Document. The term “Termination
Date”
shall
mean the earliest of (a) the occurrence of a Business Combination, (b) the
declaration of Holder upon the occurrence of an Event of Default as provided
in
Section 7.2 hereof, (c) the second anniversary of the Registration Statement
and
(d) three (3) years from the date hereof.
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1.2 Each
Lender’s obligation to make advances shall expire, and all Obligations shall be
payable, on the Termination Date.
2. Conditions
of Advances.
Subject
to the terms and conditions of this Agreement, upon Borrower having provided
to
each Lender reasonable notice of a request (a “Borrowing Request”) for a
borrowing of Loans hereunder (a “Borrowing”), each Lender shall advance to
Borrower its Pro Rata Share of such Borrowing, provided that all of the
following conditions are satisfied:
2.1 The
Borrowing Request shall be in writing and shall provide (i) the amount of the
Borrowing, (ii) each Lender’s Pro Rata Share of such Borrowing, expressed as
both a percentage and the amount of the Loan requested to be made by each
Lender, (iii) the aggregate amount of all Borrowings made hereunder, taking
into
effect the Loans to be made pursuant to the current Borrowing Request, (iv)
the
aggregate amount of all Loans owing to each Lender, taking into effect the
Loans
to be made pursuant to the proposed Borrowing Request, and (v) the date of
the
proposed Borrowing which shall be a business day;
2.2 Borrower
shall have executed and delivered the Loan Documents;
2.3 The
aggregate outstanding principal amount of all Loans by such Lender shall not
exceed such Lender’s Commitment;
2.4 The
representations and warranties of Borrower in the Loan Documents shall be true
and correct in all material respects on and as of such date, or the extent
such
representation and warranties expressly relate to an earlier date, on and as
of
such earlier date;
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2.5 No
Event
of Default (as hereinafter defined) has have occurred and be
continuing;
2.6 The
Loans
shall be used only for such purposes as are set forth in Section 4.1 of this
Agreement; and
2.7 There
shall not have occurred a Public Offering.
3. Borrower
Representations
3.1 Borrower
represents and warrants as follows:
3.1.1 Borrower
has full power and authority to execute and deliver this Agreement and the
other
Loan Documents to be executed and delivered by it pursuant hereto and to perform
its obligations hereunder and thereunder. This Agreement and such Loan Documents
constitute the valid and legally binding obligations of Borrower and are
enforceable against Borrower in accordance with their terms.
3.1.2 Neither
the execution and the delivery of the Loan Documents by Borrower, nor the
consummation of the transactions contemplated by the Loan Documents, nor the
borrowing by Borrower, will (a) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which Borrower is subject
or
any provision of the Certificate of Incorporation or Bylaws of Borrower, or
(b)
conflict with, result in a breach of, constitute a default under, result in
the
acceleration of, create in any entity or natural person (each, a “Person”)
the
right to accelerate, terminate, modify, or cancel, any agreement, contract,
lease, license, instrument, or other arrangement to which Borrower is a party
or
by which it is bound or to which any of its assets are subject (or result in
the
imposition of any security interest upon any of its assets), in each case other
than where such violation, conflict, breach, default, acceleration or creation
of right would not reasonably be expected to have a material adverse effect
on
the ability of Borrower to repay amounts due under the Notes in accordance
with
the terms of the Loan Documents (a “Material
Adverse Effect”).
3.1.3 Borrower
does not need to give any notice to, make any filing with, or obtain any
authorization, permit, certificate, registration, consent, approval or order
of
any government or governmental agency in order for the parties to consummate
the
transactions contemplated by this Agreement, except where the failure would
not
reasonably be expected to have a Material Adverse Effect.
3.1.4 The
conditions to the obligation of the Lenders to make Loans, as set forth in
Section 2, shall be satisfied.
3.2 Each
and
every representation and warranty made by Borrower in this Agreement shall
be
deemed renewed and remade upon the making of each and every Loan or to the
extent such representation or warranty expressly relates to an earlier date
on
and as of such earlier date..
3
4. Borrower
Covenants.
For as
long as the Lenders shall have a commitment to make Loans or there shall be
any
outstanding Obligations, Borrower shall:
4.1 use
the
proceeds only for (a) prior to the closing of the Public Offering, costs and
expenses of the Public Offering, including legal, accounting, printing and
“road
show” expenses; and (b) after the closing of the Public Offering, ordinary and
reasonable operating costs and expenses during the period Borrower seeks to
identify, investigate, negotiate and consummate a Business Combination,
including Borrower’s reporting obligations with the SEC, the audit and review of
Borrower’s financial statements, identifying and investigating potential targets
for a Business Combination, negotiating and closing the Business Combination,
legal and other professional fees and expenses, fees, salaries and compensation
for directors, officers, employees, consultants and advisors, and insurance
premiums;
4.2 within
fifteen days following the closing of the Public Offering, pay all Obligations
hereunder;
4.3 not
declare or pay any dividend or distribution with respect to, or repurchase
or
redeem any shares of, the capital stock of Borrower, provided that this shall
not prohibit payments from the Trust Account to stockholders of Borrower in
accordance with the Trust Agreement;
4.4 not
engage in any business other than consummating its Public Offering and
identifying, investigating, negotiating and closing a Business
Combination;
4.5 not
make
any material capital expenditure or purchase any material property or asset
(other than office supplies and equipment); and
4.6 upon
request of a Lender, provide to such Lender copies of all filings with the
SEC.
5. No
Recourse to Trust Account
Each
Lender, on behalf of itself and its successors and assigns, hereby acknowledges
and agrees that under no circumstance shall it have any right, title or interest
in or to any of the funds in the Trust Account, notwithstanding the fact that
such funds were received for the purchase and sale of securities of Borrower,
or
any funds distributed from the Trust Account to Borrower’s stockholders, and
that its sole recourse for repayment of any and all amounts due hereunder and
under the Note issued to it shall be against the assets or properties of
Borrower never deposited into the Trust Account or distributed to Borrower
from
the Trust Account. Each Lender hereby irrevocably waives any claim that it
might
have to funds in the Trust Account, at law or in equity, and agrees not to
make
any such claim, and agrees to indemnify and hold Borrower harmless from any
such
claim made by or on behalf of such Lender.
6. Events
of Default.
The
occurrence of any of the following shall constitute an event of default (an
“Event
of Default”)
hereunder and under each and every other Loan Document:
6.1 Borrower
shall fail to pay any principal, interest or any other Obligation as and when
due and payable under any Loan Document;
4
6.2 Any
representation or warranty which is made or deemed made in any Loan Document
by
Borrower shall prove to have been incorrect or misleading in any material
respect on or as of the date made or deemed made or remade;
6.3 Borrower
shall fail to perform or observe any term, provision, covenant, or agreement
contained in any Loan Document to be performed or observed by Borrower (other
than any payment obligation) and such failure shall continue more than 20 days
after notice thereof from any Lender;
6.4 Borrower
shall (a) generally not, or be unable to, or admit in writing its inability
to,
pay its debts as such debts become due; or (b) make an assignment for the
benefit of creditors, or petition or apply to any tribunal for the appointment
of a custodian, receiver, or trustee for it or a substantial part of its assets;
or (c) commence any proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution, or liquidation law or statute
of
any jurisdiction, whether now or hereafter in effect; or (d) have any such
petition or application filed or any such proceeding commenced against it in
which an order for relief is entered or adjudication or appointment is made
and
which remains undismissed for a period of 30 days or more; or (e) by any act
or
omission to act indicate consent to, approval of, or acquiescence in any such
petition, application, or proceeding, or order for relief, or the appointment
of
a custodian, receiver, or trustee for all or any such substantial part of its
properties; or (f) suffer any such custodianship, receivership, or trusteeship
for all or any substantial part of its properties; or (g) suffer any such
custodianship, receivership, or trusteeship to continue undischarged for a
period of 30 days or more;
6.5 At
any
time after execution and delivery of this Agreement, and for any reason at
no
fault of any Lender, any Loan Document shall cease to be in full force and
effect and enforceable in accordance with its terms, or shall be declared null
and void; or
6.6 The
adoption of a resolution by the Board of Directors of Borrower authorizing
or
approving the dissolution and/or liquidation of Borrower.
7. Consequences
of Default.
If an
Event of Default shall occur, each Lender:
7.1 shall
have no further obligation to make Loans; and
7.2 may
declare its Note, all interest thereon, and all other amounts payable under
this
Agreement and any other Loan Document to be forthwith due and payable, whereupon
the Note, all such interest, and all such amounts shall become and be forthwith
due and payable, without presentment, demand, protest, or further notice of
any
kind, all of which are hereby expressly waived by Borrower, provided, however,
upon the occurrence of any Event of Default set forth in
Section 6.4, the Note, all such interest and all such other amounts shall
automatically become due and payable without any action on the part of
Lender.
8. Miscellaneous
Provisions
8.1 Notices.
All
notices, requests, demands and other communications (collectively, “Notices”)
required or given pursuant to this Agreement , whether or not specified to
be in
writing, shall be in writing, and shall be delivered by personal service,
courier or facsimile transmission, addressed to the following
addresses:
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If
to Borrower:
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Xxxxxxxxx
Asia Acquisition Corp.
00/X
Xxxxx 0
Xxx
Xxxxx Xxxxx
00
Xxxxxx Xxxx Xxxxxxx
Xxxx
Xxxx
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If
to a Lender
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To
the Address set opposite such Lender’s
name
on signature pages to this
Agreement
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Any
notice shall be effective and be deemed to have been received (i) if delivered
by hand, upon personal delivery, (ii) if delivered by overnight courier service,
one business day after delivery to such courier service, (iii) if delivered
by
mail, when deposited in the mails and (iv) if delivered by facsimile upon
sender’s receipt of confirmation of proper transmission. Any party may from time
to time change its address for further Notices hereunder by giving notice to
the
other party in the manner prescribed in this Section.
8.2 No
Waivers; Remedies Cumulative.
No
failure or delay by a party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies provided herein
shall be cumulative and not exclusive of any rights or remedies provided by
law.
8.3 Successors
and Assigns of Borrower.
Borrower may not assign its right or duties hereunder without the prior written
consent of each Lender, which consent each Lender may deny, withhold or delay
in
its sole and absolute discretion.
8.4 Assignments;
Participations by Lenders.
Each
Lender may assign and delegate to one or more Persons (each, an “Assignee”) all
or any part of the Obligations, the Commitments and the other rights and
obligations of such Lender hereunder and under the other Loan Documents. Upon
consummation of the assignment, (i) the Assignee shall be a party hereto and
shall have the rights and obligations of a Lender hereunder and under the other
Loan Documents, (ii) the assignor Lender shall, to the extent that rights and
obligations hereunder and under the other Loan Documents have been assigned
by
it, relinquish its rights and be released from its obligations under this
Agreement, and (iii) this Agreement shall be deemed to be amended to the extent,
but only to the extent, necessary to reflect the addition of the Assignee and
the resulting adjustment of the Commitments arising therefrom. The Commitment
allocated to each Assignee shall reduce such Commitment of the assigning Lender
pro tanto. Each Lender may from time to time sell or otherwise grant
participations in any Obligations and the other interests of that Lender
hereunder and under any of the other Loan Documents. Borrower agrees that each
such holder may exercise any and all rights of banker’s lien, set-off and
counterclaim with respect to its participation in the Obligations as fully
as
though such Borrower were directly indebted to such holder in the amount of
such
participation.
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8.5 Governing
Law.
This
Agreement and the other Loan Documents shall be construed in accordance with
the
laws of the State of New York without giving effect to the principles of
conflicts of law thereof. Any legal action or proceeding with respect to any
Loan Document may be brought in the courts of the State of New York located
in
the City of New York, Borough of Manhattan, or of the United States of America
for the Southern District of New York and, by execution and delivery of this
Agreement, Borrower hereby accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. The
parties hereto hereby irrevocably waive any objection, including any objection
to the laying of venue or based on the grounds of forum non conveniens, that
any
of them may now or hereafter have to the bringing of any such action or
proceeding in such jurisdictions.
8.6 Service
of Process.
Borrower hereby irrevocably waives personal service of any and all legal
process, summons, notices and other documents and other service of process
of
any kind and consents to such service in any suit, action or proceeding brought
in the United States of America with respect to or otherwise arising out of
or
in connection with any Loan Document by any means permitted by applicable
requirements of law, including by the mailing thereof (by registered or
certified mail, postage prepaid) to the address of Borrower specified in Section
8.1 (and shall be effective when such mailing shall be effective, as provided
therein). Borrower agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing contained in this
Section 8.7 shall affect the right of any Lender to serve process in any other
manner permitted by applicable requirements of law or commence legal proceedings
or otherwise proceed against Borrower in any other jurisdiction.
8.7 WAIVER
OF JURY TRIAL.
EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR
PROCEEDING WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR
IN CONNECTION WITH, ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREIN
OR RELATED THERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY).
EACH
PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS, AS APPLICABLE, BY
THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.8.
8.8 Prior
Understandings.
This
Agreement supersedes all prior understandings and agreements (whether written,
oral or otherwise) pertaining to the subject matter hereof, and constitutes
the
entire agreement between the parties hereto relating to the subject matter
hereof and the transactions provided for herein.
8.9 Counterparts.
This
Agreement may be executed in any number of counterparts each of which shall
be
deemed an original and all of which shall constitute one and the same agreement
with the same effect as if all parties had signed the same signature page.
The
parties shall accept facsimile signatures as the equivalent of original
ones.
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8.10 Severability.
If any
provision of this Agreement or the application of such provision to any Person
or circumstance will be held invalid, the remainder of this Agreement or the
application of such provision to Persons or circumstances other than those
to
which it is held invalid will not be affected thereby.
8.11 Additional
Documents and Acts.
Borrower shall execute and deliver such additional documents and instruments
and
shall perform such additional acts as may be necessary or appropriate to
effectuate, carry out and perform all of the terms, provisions, and conditions
of this Agreement and the transactions contemplated by this
Agreement.
8.12 Survival.
All
indemnities, rights, remedies, representations and warranties contained herein
shall survive the expiration or termination of this Agreement, and no
termination or expiration hereof shall relieve either party from liability
for
any breach of this Agreement.
8.13 Payments
by Borrower.
All
payments to be made by Borrower shall be made without set-off, recoupment or
counterclaim. Except as otherwise expressly provided herein, all payments by
Borrower shall be made to each Lender, at the account designated by such Lender,
and shall be made in lawful money of the United States and in immediately
available funds, no later than 5:00 p.m. (eastern time) on the due date thereof.
Any payment received later than 5:00 p.m. (eastern time) shall be deemed to
have
been received on the following business day and any applicable interest or
fee
shall continue to accrue. Whenever any payment is due on a day other than a
business day, such payment shall be due on the following business day, and
such
extension of time shall in such case be included in the computation of interest
or fees, as the case may be.
8.14 Repayments
and Prepayments.
Principal
and interest payments shall be apportioned ratably among the Lenders and
payments of any fees and expenses shall, as applicable, be apportioned ratably
among the Lenders. All payments shall be remitted directly to each Lender.
All
such payments not relating to principal or interest of specific Loans, or not
constituting payment of specific fees and expenses, shall be applied, ratably,
subject to the provisions of this Agreement, first, to pay any fees or expense
reimbursements then due to the Lenders from Borrower; second to interest due
in
respect of all Loans; third, to pay or prepay principal of the Loans and fourth,
to the payment of any other Obligation due to any Lender by Borrower. The
Lenders shall have the continuing and exclusive right to apply and reverse
and
reapply any and all such payments to any portion of the
Obligations.
8.15 Indemnity
for Returned Payments.
If
after receipt of any payment which is applied to the payment of all or any
part
of the Obligations, any Lender is for any reason compelled to surrender such
payment because such payment is invalidated, declared fraudulent, set aside,
determined to be void or voidable as a preference, impermissible setoff, or
a
diversion of trust funds, or for any other reason, then the Obligations or
part
thereof intended to be satisfied shall be revived and continued and this
Agreement shall continue in full force as if such payment or proceeds had not
been received by such Lender and Borrower shall be liable to pay to such Lender,
and hereby does indemnify each Lender and hold each Lender harmless for the
amount of such payment surrendered. The provisions of this Section 8.14
shall be and remain effective notwithstanding any contrary action which may
have
been taken by any Lender in reliance upon such payment, and any such contrary
action so taken shall be without prejudice to the Lenders’ rights under this
Agreement and shall be deemed to have been conditioned upon such payment having
become final and irrevocable. The provisions of this Section 8.14 shall
survive the termination of this Agreement.
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8.16
Setoff;
Sharing of Payments.
8.16.1 Each
Lender is hereby authorized, without notice or demand (each of which is hereby
waived by Borrower), at any time and from time to time during the continuance
of
any Event of Default and to the fullest extent permitted by applicable
requirements of law, to set off and apply any and all deposits (whether general
or special, time or demand, provisional or final) at any time held and other
indebtedness, claims or other obligations at any time owing by such Lender
to or
for the credit or the account of Borrower against any Obligation now or
hereafter existing, whether or not any demand was made under any Loan Document
with respect to such Obligation and even though such Obligation may be
unmatured. Each Lender agrees promptly to notify Borrower and each other Lender
after any such setoff and application made by such Lender; provided,
however,
that
the failure to give such notice shall not affect the validity of such setoff
and
application. The rights under this Section
8.17.1
are in
addition to any other rights and remedies (including other rights of setoff)
that the Lenders may have.
8.16.2 If
any
Lender obtains any payment of any Obligation (whether voluntary, involuntary
or
through the exercise of any right of setoff) and such payment exceeds the amount
such Lender would have been entitled to receive if all payments had gone to,
and
been distributed in accordance with the provisions of the Loan Documents, such
Lender shall purchase for cash from other Lenders such participations in their
Obligations as necessary for such Lender to share such excess payment with
such
other Lenders to ensure such payment is applied as though it had been received
by each Lender and applied in accordance with this Agreement; provided,
however,
that
(a) if such payment is rescinded or otherwise recovered from such Lender, in
whole or in part, such purchase shall be rescinded and the purchase price
therefor shall be returned to such Lender without interest and (b) such Lender
shall, to the fullest extent permitted by applicable requirements of law, be
able to exercise all its rights of payment (including the right of setoff)
with
respect to such participation as fully as if such Lender were the direct
creditor of Borrower in the amount of such participation.
8.17 Relation
Among Lenders.
The
Lenders are not partners or co-venturers, and no Lender shall be liable for
the
acts or omissions of, or authorized to act for, any other Lender.
8.18 Lenders’
Failure to Perform.
All
Loans shall be made by the Lenders simultaneously and in accordance with their
Pro Rata Shares. It is understood that (i) no Lender shall be responsible for
any failure by any other Lender to perform its obligation to make any Loans
hereunder, nor shall any Commitment of any Lender be increased or decreased
as a
result of any failure by any other Lender to perform its obligation to make
any
Loans hereunder, (ii) no failure by any Lender to perform its obligation to
make
any Loans hereunder shall excuse any other Lender from its obligation to make
any Loans hereunder and (iii) the obligations of each Lender hereunder shall
be
several, not joint and several.
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IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement to
one
another as of the date first above written.
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XXXXXXXXX
ASIA ACQUISITION CORP.
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/s/
Xxxx Xxxx
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By:
Xxxx Xxxx
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Its:
Chief Executive Officer
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Commitment:
$210,000
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Xxxxxx
Eu, as a Lender:
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Notice
Address:
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/s/
Xxxxxx Eu
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10
EXHIBIT
A
REVOLVING
LINE OF CREDIT NOTE
August
14, 2007
Not
to Exceed $210,000 in Principal
For
value
received, the undersigned XXXXXXXXX ASIA ACQUISITION CORP., a Delaware
corporation (“Borrower”),
promises to pay, in lawful money of the United States, to the order of Xxxxxx
Eu, together with his successors and assigns (“Holder”),
at
such address as Holder may direct, the principal sum of Two Hundred Ten Thousand
Dollars ($210,000) (the “Commitment
Amount”),
or so
much thereof as shall have been advanced and shall remain unpaid hereunder,
together with interest from date of disbursement at the rate of 4% per annum
(the “Interest
Rate”).
Interest shall be computed at the Interest Rate on the basis of the actual
number of days during which the principal balance is outstanding, divided by
365, which shall, for interest computation purposes, be considered one year.
Notwithstanding anything to the contrary expressed or implied herein, all
payments made by Borrower hereunder (including, without limitation, any
prepayments) shall be applied first to pay any fees or expense reimbursement
then due Holder, second to accrued and unpaid interest due under this Note
and
third to the reduction of principal due hereunder.
This
Note
is delivered pursuant to, and is subject to all of the terms and conditions
of,
that certain Revolving Line of Credit Agreement dated August 14, 2007 (as from
time to time amended, modified, supplemented and restated, the “Loan
Agreement”)
among
Borrower and Holder. Unless otherwise defined in this Note, capitalized terms
used in this Note shall have the meanings ascribed to them in the Loan
Agreement, and in the event of any conflict between the terms of this Note
and
the terms of the Loan Agreement, the terms of the Loan Agreement shall
govern.
Maturity.
This
Note shall mature and become due and payable on the Termination
Date.
Prepayment. Borrower
may prepay Loans at any time, and reborrow subject to the terms of the Loan
Agreement.
Event
of Default.
Should
an Event of Default (as defined in the Loan Agreement) occur, Lender shall
have
the rights set forth in Section 7 of the Loan Agreement.
Borrower’s
Acknowledgement.
Borrower
acknowledges that Holder is extending the credit contemplated hereby solely
as
an accommodation to Borrower, and is willing to do so in reliance upon
Borrower’s monetary and non-monetary covenants contained herein and in the Loan
Agreement.
Holder’s
Acknowledgement.
The
Holder acknowledges and agrees that, as specified in Section 5 of the Loan
Agreement, the Holder has limited recourse against Borrower for repayment of
any
and all amounts due and owing under this Note.
Miscellaneous.
If this
Note (or any payment due hereunder) is not paid when due, Borrower promises
to
pay all costs and expenses of collection and reasonable attorneys’ fees incurred
by the
Holder hereof on account of such collection, plus interest at the rate
applicable to principal, whether or not suit is filed hereon. Borrower consents
to renewals, replacements and extensions of time for payment hereof, before,
at,
or after maturity, consents to the acceptance, release or substitution of
security for this Note, and waives demand and protest. The indebtedness
evidenced hereby shall be payable in lawful money of the United States of
America. In any action brought under or arising out of this Note and the other
Loan Documents, Borrower, including successor(s) or assign(s), hereby consents
to the application of New York law. No single or partial exercise of any power
hereunder, or under any other Loan Document in connection herewith, shall
preclude other or further exercises thereof or the exercise of any other such
power.
IN
WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date
first above written.
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