Loan Agreement - Scores Holding Co. Inc. and HEM Mutual Assurance Fund Ltd.
LOAN AGREEMENT
This LOAN AGREEMENT (the "Agreement") is made as of the 7th day of August, 2002
by and between Scores Holding Company Inc., a Utah corporation, with offices at
150 East 58th Street, 25th Floor, New York, NY 10022 (the "Borrower"), and HEM
Mutual Assurance Fund Limited, a Hong Kong corporation with offices at c/o
Loughran & Co., 38 Hertford Street, London, England W1Y 7TG (the "Lender").
The parties hereby agree as follows:
SECTION 1. AMOUNT AND TERMS OF THE LOAN
1.1 THE LOAN. Subject to the terms of this Agreement, the Borrower shall
borrow from the Lender and the Lender shall lend to the Borrower One Million
Dollars ($1,000,000) (the "Loan") pursuant to a promissory note in the form
attached hereto as Exhibit A (the "Note") for the purpose of developing a
nightclub through the Borrower's wholly-owned subsidiary known as Go West
Entertainment Inc.
1.2 INTEREST. The Loan shall bear interest on the unpaid principal
balance thereof from the date of disbursement until the Loan is repaid in full
at a per annum rate equal to six percent (6%). Interest shall be payable
annually.
1.3 METHOD OF PAYMENT TO LENDER. All payments of principal and interest
on the Note shall be paid directly to the Lender at its office as provided
above, or to such other place as the Lender shall designate.
1.4 TERM OF LOAN. The Loan shall be due and payable five years from the
date of the Note.
1.5 SPECIAL REPAYMENT PROVISION. If during the five year term of the
Loan, a minimum of 8,000,000 shares of Borrower's common stock has been traded
on the OTCBB or such other U.S. public markets or stock exchanges on which such
common stock may have been traded during such period, Borrower may, at its
option, repay all remaining principal and interest due on the Loan by issuing to
Lender 100,000 of Borrower's common stock purchase warrants (the "Warrants"),
each to purchase one share of Borrower's common stock. If Borrower, at any time
during the five year term of the Loan, shall have subdivided its outstanding
common shares into a larger number of shares, combined its outstanding shares
into a smaller number of shares, paid a stock dividend or otherwise made a
distribution or distributions on shares of its common stock payable in shares of
its capital stock, a corresponding adjustment shall be made with respect to the
number of Warrants issuable to Lender pursuant to this provision. The exercise
price of the Warrants shall be set at seventy-five percent (75%) of the average
of the three (3) lowest closing bid prices per share of Borrower's common stock
during the forty (40) trading days immediately preceding the maturity date of
the Loan.
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SECTION 2. DELIVERY OF LOAN PROCEEDS. Upon execution of this Agreement, (i) the
Lender will deliver to Borrower a check or wire transfer funds in the amount of
$1,000,000 (the "Delivery Date"), and (ii) the Borrower shall deliver to the
Lender, the Note representing the Loan.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER
The Borrower hereby represents and warrants to the Lender as follows:
3.1 CORPORATE POWER. The Borrower has all requisite corporate power to
execute and deliver this Agreement and to carry out and perform its obligations
under the terms of this Agreement.
3.2 AUTHORIZATION. All corporate action on the part of the Borrower
necessary for the authorization, execution, delivery and performance of this
Agreement by the Borrower and the performance of the Borrower's obligations
hereunder, including the issuance and delivery of the Note, has been taken or
will be taken prior to the Delivery Date. This Agreement and the Note, when
executed and delivered by the Borrower, shall constitute valid and binding
obligations of the Borrower enforceable in accordance with their terms, subject
to laws of general application relating to bankruptcy.
3.3 GOVERNMENTAL CONSENTS. All consents, approvals, orders or
authorizations of, or registrations, qualifications, designations, declarations
or filings with, any governmental authority, required on the part of the
Borrower in connection with the valid execution and delivery of this Agreement,
the offer, sale or issuance of the Note or the consummation of any other
transaction contemplated hereby shall have been obtained and will be effective
at the Delivery Date.
SECTION 4. REPRESENTATION AND WARRANTIES OF THE LENDER
4.1 PURCHASE FOR OWN ACCOUNT. The Lender represents that it is acquiring
the Note solely for its own account and beneficial interest for investment and
not for sale or with a view to distribution of the Note or any part thereof, has
no present intention of selling (in connection with a distribution or
otherwise), granting any participation in, or otherwise distributing the same,
and does not presently have reason to anticipate a change in such intention.
4.2 NO COMMISSIONS. The Lender represents that it has no knowledge that
any commission or other remuneration is due or payable, directly or indirectly,
to any arising from the transaction contemplated hereby.
SECTION 5. MISCELLANEOUS
5.1 NO PROHIBITION ON TRANSFER OR ASSIGNMENT. The Borrower agrees that
Lender may sell, transfer, assign, or otherwise convey the Note.
5.2 BINDING AGREEMENT. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties.
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Nothing in this Agreement, express or implied, is intended to confer upon any
third party any rights, remedies, obligations, or liabilities under or by reason
of this Agreement, except as expressly provided in this Agreement.
5.3 GOVERNING LAW. This Agreement and the Note shall be governed by and
construed under the laws of the State of New York.
5.4 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute this Agreement.
5.5 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are for convenience only and are not to be considered in constructing
or interpreting this Agreement.
5.6 NOTICES. Any notice required or permitted under this Agreement shall
be in writing given to the parties at their addresses indicated above, or at
such other address as such party may designate by ten (10) days advance written
notice to the other party. Copies of all notices shall be sent to Adam S.
Gottbetter, Esq., Kaplan Gottbetter & Levenson, LLP, 630 Third Avenue, New York,
NY 10017, Facsimile Number (212) 983-9210. Any notice so given shall be deemed
given on the day transmitted; provided however that if said transmission is made
after 4:00 p.m. EST, the notice shall be deemed given the following business
day.
5.7 MODIFICATION; WAIVER. No modification or waiver of any provision of
this Agreement or consent or departure therefrom shall be effective unless in
writing and approved by the Borrower and the Lender.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
LENDER: BORROWER:
HEM MUTUAL ASSURANCE SCORES HOLDING COMPANY INC.
FUND LIMITED
By: /s/ Pierce Loughran By: /s/ Richard Goldring
-------------------------------- ---------------------------------
Name: Pierce Loughran Name: Richard Goldring
Title: Director Title: President
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EXHIBIT A
SCORES HOLDING COMPANY INC.
PROMISSORY NOTE
US$1,000,000 August 7, 2002
FOR VALUE RECEIVED, Scores Holding Company Inc., a Utah corporation with an
address at 150 East 58th Street, 25th Floor, New York, NY 10022 (the
"Borrower"), hereby promises to pay to the order of HEM Mutual Assurance Fund
Limited, a Hong Kong corporation with offices at c/o Loughran & Co., 38 Hertford
Street, London England W1Y 7TG (the "Lender"), the sum of One Million Dollars
($1,000,000) together with all accrued and unpaid interest thereon at the rate
of six percent (6%) per annum five years from the date of this Note. Interest on
the Note shall be payable annually. Payment on this Note is subject to the terms
of the related Loan Agreement between Lender and Borrower dated as of August 7,
2002 including Section 1.5 thereof. Payment on this Note shall be made in lawful
money of the United States of America at such place as the Lender or any
subsequent holder hereof shall have designated to the Borrower in writing.
The Borrower hereby agrees to indemnify the holder of this Note against and hold
it harmless from any costs and expenses, including, without limitation,
reasonable attorneys' fees, disbursements and court costs, incurred by the
holder of this Note in connection with the enforcement of the terms hereof.
If this Note becomes due or payable on a Saturday, Sunday or public holiday
under the laws of the State of New York, the due date thereof shall be extended
to the next succeeding business day.
Presentment for payment, notice of dishonor, protest and notice of protest are
hereby waived.
This Note may not be modified orally, and shall be governed, construed and
interpreted under the internal laws of the State of New York without reference
to principles of conflicts or choice of law. Borrower agrees that any legal
suit, action or proceeding arising out of or relating to this Note shall be
instituted exclusively in the courts of the State of New York and waives any
objection to the venue of any such suit, action or proceeding and the right to
assert that such forum is not a convenient forum for such suit, action or
proceeding.
No delay on the part of any holder hereof in exercising any power or rights
hereunder shall operate as a waiver of any power or rights. Any demand or notice
hereunder to the Borrower shall be deemed duly given or made when sent, if given
by telecopier, when delivered, if given by personal delivery or overnight
commercial carrier, or the third day after deposit in the United States mail,
certified mail, return receipt requested, addressed to the Borrower at its
address (or telecopier number) set forth above or such other address or
telecopier number as may be hereafter designated in writing by the Borrower to
the Lender.
SCORES HOLDING COMPANY INC.
By:
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Name: Richard Goldring
Title: President
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