REVOLVING LINE OF CREDIT NOTE August 14, 2007
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
Xx, 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.
Xxxxxxxx’s
Acknowledgement.
Xxxxxxxx
acknowledges that Xxxxxx is extending the credit contemplated hereby solely
as
an accommodation to Xxxxxxxx, and is willing to do so in reliance upon
Xxxxxxxx’s monetary and non-monetary covenants contained herein and in the Loan
Agreement.
Xxxxxx’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, Xxxxxxxx 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, Xxxxxxxx, 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, Xxxxxxxx has executed and delivered this Note as of the date
first above written.
| XXXXXXXXX ASIA ACQUISITION CORP. | |
| /s/Xxxx Xxxx | |
| By: Xxxx Xxxx | |
|
Its:
Chief Executive Officer
|
