Loan Agreement - Weicheng International Inc. and Intra-Asia Entertainment Corp.
AMENDED AND RESTATED LOAN AGREEMENT
This Amended and Restated Loan Agreement dated as of February 4, 2002
(this "Restated Agreement") is an amendment and restatement in its entirety of
the Loan Agreement by and between Weicheng International Inc., a California
Corporation ("Weicheng"), and Intra-Asia Entertainment Corporation, as Delaware
Corporation ("Intra-Asia"), dated as of September 6, 2000 (the "Loan
Agreement").
RECITALS
A. Weicheng wishes to finance the working capital of Intra-Asia through
a long-term loan.
B. Intra-Asia is undertaking an initial public offering of its common
stock (the "IPO") pursuant to which it will receive certain proceeds.
C. To facilitate the IPO, Weicheng and Intra-Asia have agreed to amend
and restate the Loan Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, Weicheng and Intra-Asia hereby agree as follows:
1. Weicheng, through its affiliate Hong Kong Weicheng International Co., Ltd.
("HK Weicheng") hereby agrees to loan to Intra-Asia $2 million, including
advances as of February 4, 2002 (the "Loan Amount"), from and after September 6,
2000, (the "Loan").
2. Upon notice by Intra-Asia to Weicheng for the transfer of funds to Intra-Asia
pursuant to the terms of this Restated Agreement, Weicheng, through HK Weicheng,
shall wire transfer such funds to Intra-Asia. All bank services charges related
to such transfers of funds shall be at the expense of Intra-Asia.
3. As an alternative, if the parties so agree, Weicheng may establish a $2
million letter of credit with a bank acceptable to Intra-Asia, upon such terms
as the parties (including the bank chosen by the parties) may agree. If the
parties choose this alternative, Intra-Asia may draw upon the letter of credit
from time to time upon request to such bank. All bank services charges related
to such draws against the letter of credit shall be at the expense of
Intra-Asia.
4. The term of the loan contemplated herein will commence as of the September 6,
2000. The Loan Amount and all accrued interest shall be due and payable on
September 5, 2003.
5. Interest on the unpaid principal balance will accrue from and after September
6, 2000 at the rate of 6% per annum, calculated on the basis of a 360-day year.
6. The Loan Agreement hereby is terminated and superseded in its entirety by
this Restated Agreement.
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7. This Restated Agreement shall be governed by the internal laws of the State
of California without giving effect to conflicts-of-law principles. This
Restated Agreement may be executed in counterparts and by facsimile.
IN WITNESS WHEREOF, Neo-Luck and Intra-Asia have executed and delivered
this Amendment as of the date first written above.
WEICHENG INTERNATIONAL, INC.
By: /s/ JAMES XU
---------------------------------
Name: James Xu
Title: President
INTRA-ASIA ENTERTAINMENT CORPORATION
By: /s/ MICHAEL B. DEMETRIOS
---------------------------------
Michael B. Demetrios,
Chief Executive Officer
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