AMEMDMENT NO 1 TO REVOLVING LINE OF CREDIT AGREEMENT
EXHIBIT
10.17
AMEMDMENT
NO 1
TO
REVOLVING
LINE OF CREDIT AGREEMENT
This
Amendment No. 1 to Revolving Line of Credit Agreement (this “Amendment”)
is
made as of December 6, 2007 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
and Lenders are parties to a Revolving Line of Credit Agreement, dated as of
August 14, 2007 (the “Credit
Agreement”),
pursuant to which Lenders made available to Borrower a revolving line of credit
to pay certain costs and expenses that may arise prior to a Business
Combination.
(b) Borrower
has requested that Lenders increase the Commitment Amount from $210,000 to
$290,000.
(c) On
the
terms and subject to the conditions set forth in this Amendment, Lenders are
willing to increase the Commitment Amount from $210,000 to
$290,000.
AGREEMENT
1. Definitions.
All
capitalized terms not otherwise defined herein shall have the meanings given
to
them in the Credit Agreement.
2. Amendment
to Credit Agreement. The
Credit Agreement is hereby amended to provide as follows:
2.1
The
Commitment amount set forth on the signature page opposite the name of Xxxxxx
Eu, as a Lender, is hereby changed from $210,000 to $290,000.
2.2
Exhibit A to the Agreement shall be deleted in its entirety and replaced with
Exhibit A hereto.
2.1.1 Effect
on the Credit Agreement. Except
as
specifically amended herein, the Credit Agreement, and all other documents,
instruments and agreements executed and/or delivered in connection therewith,
shall remain in full force and effect, and are hereby ratified and
confirmed.
3. Miscellaneous
Provisions
3.1 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.
1
3.2 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.
3.3 Headings.
Section
headings in this Amendment are included herein for convenience of reference
only
and shall not constitute a part of this Amendment for any other
purpose.
2
IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement to
one
another as of the date first above written.
XXXXXXXXX
ASIA ACQUISITION CORP.
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/s/Xxxxxxx
X. Xxxxxx
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By:
Xxxxxxx X. Xxxxxx
Its:
Chief Financial Officer
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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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3
EXHIBIT
A
AMENDED
AND RESTATED REVOLVING LINE OF CREDIT NOTE
August
14, 2007
Not
to Exceed $290,000 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 Ninety
Thousand Dollars ($290,000) (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
amended by Amendment No. 1 dated as of December 19, 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.
XXXXXXXXX
ASIA ACQUISITION CORP.
By:
_____________________________________
Its:
_____________________________________