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Exhibit 10.1
Agreement for Purchase of Convertible Debt
This Agreement for Purchase of Convertible Debt (the "Agreement") dated as of December 27, 2000 is made by and between the parties with signatory hereto, and with consent from American Champion Entertainment, Inc. (the "Company"), a corporation organized and existing under the laws of the State of Delaware.
WHEREAS, the following entities, collectively known as the "Sellers" are holders of convertible debt of the Company, in the respective principal amounts.
AMRO International, S.A. |
$666,668.00 |
The Endeavour Capital Investment Fund |
$666,666.00 |
Celest Trust Reg. |
$333,334.00 |
Balmore S.A. |
$333,332.00 |
WHEREAS, Holley Holding (U.S.A.) Ltd., a corporation organized and existing under the laws of the State of California, is hereby known as the "Purchaser".
WHEREAS, for value agreed upon in this Agreement, the Sellers desire to sell and the Purchaser desires to purchase, upon the terms and subject to the conditions contained herein, the above amounts of convertible debt owed by the Company. Such purchase of debt will be made as an investment by Purchaser in the Company in reliance upon the provision of Section 4(2) and/or Section 4(6) of the United States Securities Act and/or Regulation D and the other rules and regulations promulgated thereunder, and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investment in securities to be made hereunder.
NOW, THEREFORE, the parties hereto agree as follows:
Bank of Canton of California
555 Montgomery Street
San Francisco, CA 94111
Such funds are to be distributed to the Sellers upon the complete satisfaction of the following clauses 2) through 6).
Anthony K. Chan
American Champion Entertainment, Inc.
22320 Foothill Blvd., Suite 260
Hayward, CA 94541
Phone: 510-728-0200
Fax: 510-728-9977
The original documents include:
Assumed closing date: |
April 2000 |
August 2000 |
Total |
12/21/00 |
Debenture (8%) |
Debenture (6%) |
Interest |
04/20/00 |
08/31/00 |
||
AMRO International S.A. |
|||
Principal |
$333,334.00 |
$333,334.00 |
|
Interest |
$17,899.58 |
$6,137.00 |
$24,036.58 |
The Endeavour Capital Investment Fund |
|||
Principal |
$333,333.00 |
$333,333.00 |
|
Interest |
$17,899.53 |
$6,136.98 |
$24,036.51 |
Celest Trust Reg. |
|||
Principal |
$166,667.00 |
$166,667.00 |
|
Interest |
$8,949.79 |
$3,068.50 |
$12,018.29 |
Balmore S.A. |
|||
Principal |
$166,666.00 |
$166,666.00 |
|
Interest |
$8,949.74 |
$3,068.48 |
$12,018.22 |
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.
PURCHASER: SELLERS:
By: /s/ Wang, Licheng By: /s/ AMRO International S.A.
Name: Wang, Licheng AMRO International S.A.
Title: Chairman of the Board
Holley Holding (U.S.A.) Ltd.
CONSENT BY THE COMPANY By: /s/ Endeavour Capital Investment Fund
The Endeavour Capital Investment Fund
By: /s/ Anthony K. Chan
Name: Anthony K. Chan
Title: President & CEO
American Champion Entertainment, Inc.
By: /s/ Celeste Trust Reg.
Celeste Trust Reg.
By: /s/ Balmore S.A.
Balmore S.A.
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