{"id":40073,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/loan-agreement-utstarcom-china-co-inc-and-bill-x-huang.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"loan-agreement-utstarcom-china-co-inc-and-bill-x-huang","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/loan-agreement-utstarcom-china-co-inc-and-bill-x-huang.html","title":{"rendered":"Loan Agreement &#8211; UTStarcom (China) Co. Inc. and Bill X. Huang"},"content":{"rendered":"<pre>\n                  LOAN AGREEMENT FOR AN INDIVIDUAL EMPLOYEE\n\n\nParty A:   UTStarcom (China) Co., Inc.\n\nParty B:   Bill X. Huang\n\n       Whereas Party B is an employee of Party A, and Party A desires to \nsolve the said employee's practical problems, it is, therefore, that a loan \nis hereby provided by Party A to Party B. For the sake of clarifying each \nother's responsibilities and keeping their promises, the parties hereto agree \nto the following with regard to the loan:\n\n       Article 1:   Purpose of the Loan\n\n       Due to his job transfer to Hangzhou, Party B needs to relocate his \nfamily by purchasing a house and paying settlement allowance, but is lacking \nin part of the necessary funds, therefore, Party B submits an application to \nParty A for a loan whereas Party A is willing to provide such loan to Party B \nfor such purpose.\n\n       Article 2:   Amount of the Loan\n\n       Party B desires from Party A a loan of RMB One Million Three Hundred \nThousand ($1,300,000).\n\n       Article 3:   Term and Interest of the Loan\n\n       Party B shall pay off the total amount of the loan and its interest at \n3%APR within ten (10) years.\n\n       Article 4:   Methods of Payment\n\n       Party B agrees to pay off the loan by the following methods:\n\n       1. Party B agrees to pay at least one tenth (1\/10) of the total amount \n          of the loan every year, beginning from January, 1998.\n\n       2. The total amount of interest arising from the principle may be paid \n          onetime at the last installment of payment.\n\n       Article 5:    Provisions of Guarantee\n\n       1. Party B guarantees that he will work for Party A for at least five \n          (5) years.\n\n       2. Party B guarantees that the loan shall be paid off in a timely \n          fashion and within the time schedule.\n\n\n\n       3. Party B guarantees that he shall keep confidential the contents of \n          this Agreement and shall not disclose any of the said Agreement to \n          any third party.\n\n       4. Party B shall appropriate the loan in accordance with the terms of \n          this Agreement providing for the use of such loan and shall not be \n          allowed to use the loan it for any other purposes, or engaging in \n          business or other activities in violation of the law.\n\n       5. In case Party A requires Party B to provide guarantee, Party B \n          shall provide such qualified guarantee; otherwise, Party A is \n          entitled to recall the loan and demand that Party B pay the \n          corresponding interest.\n\n       Article 6:    Liability of Breach\n\n       1. If Party B submits his resignation to leave the Company for \n          personal reasons (including the firing of Party B by Party A due to \n          his violation of the Company's rules and regulations or the harm he \n          has caused to the Company's interests), he shall return all the loan \n          and the interest of such loan at 6%APR prior to his departure from \n          the Company.\n\n       2. If, due to Party A's business and managerial needs, the labor \n          relationship with Party B is severed, Party B shall make onetime \n          payment for the unpaid loan and its interest.\n\n       Article 7:\n\n       This Agreement shall become effective upon execution by the parties \nand be terminated when Party B pays off all the loan and its interest. This \nAgreement is executed in two originals with Party A and B each in possession \nof one copy.\n\n       Party A:     UTStarcom (China) Co., Ltd.   Party B:      Bill X. Huang\n\n       Date:        October 8, 1996.\n\n\n\n\n TYPE:  EX-10.35\n SEQUENCE:  5\n DESCRIPTION:  EXHIBIT 10.35\n\n\n\n\n                                                                  Exhibit 10.35\n\n                            PROMISSORY NOTE\n                       SECURED BY DEED OF TRUST\n\n$153,453.00                                                   February 13, 1999\n                                                            Alameda, California\n\n     FOR VALUE RECEIVED, the undersigned, Bill X. Huang ('Employee') and \nMinnie Huang, husband and wife, as joint tenants (jointly and severally, the \n'Borrower'), promise to pay to UTSTARCOM, INC., a Delaware corporation \n('Lender'), at 1275 Harbor Bay Parkway, Alameda, California 94502 (or at such \nother place as Lender may from time to time designate by written notice to \nBorrower), in lawful money of the United States, the principal sum of ONE \nHUNDRED FIFTY-THREE THOUSAND FOUR HUNDRED FIFTY-THREE DOLLARS ($153,453.00), \non the following terms:\n\n     1.   PAYMENT: Upon the occurrence of a Maturity Event (as defined \nherein), the entire principal amount of ONE HUNDRED FIFTY-THREE THOUSAND FOUR \nHUNDRED FIFTY-THREE DOLLARS ($153,453.00) shall be immediately due and \npayable in lawful money of the United States.\n\n     2.   SECURITY: This Note is secured by a deed of trust of even date \nherewith made by Borrower, as trustor, to First American Title Insurance \nCompany, as trustee, for Lender, as beneficiary (the 'Deed of Trust') which \nshall be recorded in the Official Records of the County of Alameda, State of \nCalifornia encumbering certain real property commonly known as 230 Sweet\n\n\n\nRoad, in the City of Alameda, County of Alameda, State of California (the \n'Property'), described with particularity in the Deed of Trust.\n\n     3.   MATURITY EVENT: Upon the occurrence of a Maturity Event (as \nhereinafter defined), the entire principal amount of the Loan and any other \nsums due hereunder, shall become immediately due and payable without further \ndemand or notice to Borrower. To the extent permitted by law, any of the \nfollowing events shall be a 'Maturity Event' under this Note and the Deed of \nTrust:\n          (a)   The date of termination or cessation of Borrower's employment \nwith the Company for any reason, whether voluntary or involuntary, and \nwhether with cause or without cause.\n\n          (b)   There shall occur any default in the performance of any \nobligation of Borrower contained in the Deed of Trust or the First Deed of \nTrust, as defined herein below, or any other deed of trust, security \nagreement or other agreement (including any amendment, modification or \nextension thereof) which may hereafter be executed by Borrower for the \npurpose of securing this Note.\n\n          (c)   Borrower, without the prior written consent of Lender, \nvoluntarily or by operation of law, sells, conveys, assigns or otherwise \ntransfers or agrees to sell, convey or otherwise transfer, all or any portion \nof, or any interest in, the Property.\n\n          (d)   Borrower (i) admits in writing his inability to pay debts, \n(ii) makes an assignment for the benefit of creditors, (iii) files a \nvoluntary petition in bankruptcy, effects a plan\n\n                                  -2-\n\n\n\nor other arrangement with creditors, liquidates his assets under arrangement \nwith creditors, or liquidates his assets under court supervision, (iv) has an \ninvoluntary petition in bankruptcy filed against him that is not discharged \nwithin sixty (60) days after such petition is filed, or (v) applies for or \npermits the appointment of a receiver or trustee or custodian for any of his \nproperty or assets which shall not have been discharged within sixty (60) \ndays after the date of appointment.\n\n          (e)   The occurrence of the third (3rd) anniversary of the date of \nthis Note.\n\n          (f)   Borrower breaches any representation or warranty contained \nherein or in the Deed of Trust, or any agreement or instrument executed in \nconnection with this loan proves to have been false or misleading.\n\n          (h)   The death of the Borrower.\n\n     4.   INTEREST: Upon the failure of Borrower to pay the outstanding \nprincipal balance within thirty (30) days after a Maturity Event, interest on \nthe outstanding principal balance shall thereafter accrue at the rate of 6% \nper annum, or if lower, the highest rate permitted by applicable law.\n\n     5.   BORROWER'S REPRESENTATIONS: Borrower hereby makes the following \nrepresentations and warranties to the Lender and acknowledges that Lender is \nrelying on such representations in the loan:\n\n          (a) As of the date of recording of the Deed of Trust, Borrower \nshall have good and marketable title to the Property, free and clear of any \nsecurity interests, liens or encumbrances other than the First Deed of Trust \nas defined in Paragraph 8.\n\n                               -3-\n\n\n\n          (b) As of the date of the Deed of Trust, the consent of no other \nperson or entity is required to grant the security interest in the Property \nto the Lender evidenced by the Deed of Trust.\n\n          (c) There are no actions, proceedings, claims or disputes pending \nor, to the Borrower's knowledge threatened against or affecting the Borrower \nor the Property.\n\n     6.   BORROWER'S ADDITIONAL OBLIGATIONS: Borrower shall take any and all \nfurther actions that may from time to time be required to ensure that the \nDeed of Trust creates a valid lien on the Property in favor of the Lender, \nwhich shall secure the Note and be junior in priority only to the First Deed \nof Trust. Borrower shall furnish evidence reasonably satisfactory to the \nLender that: (i) Borrower has good and marketable title to the Property; (ii) \nthe consent of no other person or entity is required to grant a security \ninterest in the Property to the Lender; and (iii) there is no other deed of \ntrust, mortgage or encumbrance against the Property other than the First Deed \nof Trust. If it should be hereafter determined that there are defects against \ntitle or matters which could result in defects against title to the Property, \nor that the consent of another person or entity is required to grant to and \nperfect in the Lender a valid second-priority lien on the Property, Borrower \nshall promptly take all action necessary to remove such defects and to obtain \nsuch consent and grant (or cause to be granted) and perfect such lien on the \nProperty. Failure of Borrower to comply with the provisions of this Paragraph \n6 shall be deemed a default under the Note and the Deed of Trust.\n\n                              -4-\n\n\n\n     7.   DEED OF TRUST: As used herein, 'Deed of Trust' shall mean the deed \nof trust constituting a second-priority lien against the Property by Borrower \nto First American Title Insurance Company, as trustee, for the benefit of \nLender, as beneficiary, to be recorded in the Official Records or the County \nof Alameda, State of California, securing a loan in the original principal \namount of ONE HUNDRED FIFTY-THREE THOUSAND FOUR HUNDRED FIFTY-THREE DOLLARS \n($153,453.00).\n\n     8.   FIRST DEED OF TRUST: As used herein, 'First Deed of Trust' shall \nmean the deed of trust constituting a first-priority lien against the \nProperty, by Borrower to First American Title Insurance Company, as trustee, \nrecorded on September 25, 1997 in the Official Records of the County of \nAlameda, State of California as Instrument No. 97250791 securing a loan in \nthe principal amount of $436,800.\n\n     9.   NOTICE: This Note is subject to Section 2924(i) of the California \nCivil Code which provides that the holder of this Note, shall give written \nnotice to the trustor or his successor-in-interest, of prescribed information \nat least ninety (90) days and not more than one hundred and fifty (150) days \nbefore any balloon payment is due.\n\n     10.  ATTORNEYS' FEES: In the event of Borrower's default hereunder, \nBorrower shall pay all costs of collection, including reasonable attorneys' \nfees incurred by the holder hereof on account of such collection, whether or \nnot suit is filed hereon.\n\n     11.  WAIVER: The waiver by Lender of any breach of or default under any \nterm, covenant or condition contained herein or in any other agreement \nreferred to above shall not be\n\n                                   -5-\n\n\n\ndeemed to be a waiver of any subsequent breach of or default under the same \nor any other such term, covenant or condition.\n\n     12.  NO USURY: Borrower hereby represents and warrants that at no time \nshall the proceeds of the indebtedness evidenced hereby be used 'primarily \nfor personal, family, or household purposes' as that term is defined and \nused in Article XV of the California Constitution (as amended from time to \ntime). Anything in this Note to the contrary notwithstanding, it is expressly \nstipulated and agreed that the intent of Borrower and Lender is to comply at \nall times with all usury and other laws relating to this Note. If the laws \nof the State of California would now or hereafter render usurious, or are \nrevised, repealed or judicially interpreted so as to render usurious, any \namount called for under this Note, or contracted for, charged or received with \nrespect to the loan evidenced by this Note, or if any prepayment by Borrower \nresults in Borrower's having paid any interest in excess of that permitted by \nlaw, then it is Borrower's and Lender's express intent that all excess amounts \ntheretofore collected by Lender be credited to the principal balance of this \nNote (or, if this Note has been paid in full, refunded to Borrower), and the \nprovisions of this Note immediately be deemed reformed and the amounts \ntherefor collectible hereunder reduced, without the necessity of execution of \nany new document, so as to comply with the then applicable law, but so as to \npermit the recovery of the fullest amount otherwise called for hereunder.\n\n     13.  PREPAYMENT: Borrower may prepay all or any portion of this Note at \nany time prior to the stated maturity date, with no premium or penalty.\n\n                                    -6-\n\n\n\n     14. GENERAL PROVISIONS: This Note shall be governed by and construed in \naccordance with the laws of the State of California. The maker of this Note \nhereby waives presentment for payment, protest and demand, notice of protest, \ndemand and dishonor and nonpayment of this Note, and consents that Lender may \nextend the time for payment or otherwise modify the terms of payment or any \npart of the whole of the debt evidenced by this Note, at the request of any \nperson liable hereon, and such consent shall not alter nor diminish the \nliability of any person. Borrower hereby waives the defense of the statute of \nlimitations in any action on this Note to the extent permitted by law. All \ncovenants of liability shall be a joint and several obligation.\n\n     15. THIS NOTE, THE DEED OF TRUST AND ALL RELATED DOCUMENTATION ARE \nEXECUTED VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE ON THE PART OF \nOR ON BEHALF OF THE PARTIES HERETO, WITH THE FULL INTENT OF CREATING THE \nOBLIGATIONS AND SECURITY INTERESTS DESCRIBED HEREIN AND THEREIN. THE PARTIES \nACKNOWLEDGE THAT: (a) THEY HAVE READ SUCH DOCUMENTATION; (b) THEY HAVE BEEN \nREPRESENTED IN THE PREPARATION, NEGOTIATION AND EXECUTION OF SUCH \nDOCUMENTATION BY LEGAL COUNSEL OF THEIR OWN CHOICE OR THAT THEY HAVE \nVOLUNTARILY DECLINED TO SEEK SUCH COUNSEL; (c) THEY UNDERSTAND THE TERMS AND \nCONSEQUENCES OF THIS NOTE, THE DEED OF TRUST AND ALL RELATED DOCUMENTATION \nAND THE OBLIGATIONS THEY CREATE; AND (d) THEY ARE FULLY AWARE OF THE LEGAL \nAND BINDING EFFECT OF THIS NOTE, THE\n\n                                 -7-\n\n\n\nDEED OF TRUST AND THE OTHER DOCUMENTS CONTEMPLATED BY THIS AGREEMENT.\n\n                          AS BORROWER:\n\n                          Bill X. Huang and Minnie Huang, husband and wife, \n                          as joint tenants\n\n                          \/s\/ Bill X. Huang\n                          ----------------------------------------\n                          Bill X. Huang\n\n                          \/s\/ Minnie Huang\n                          ----------------------------------------\n                          Minnie Huang\n\n\n                              -8-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9205],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9539,9544],"class_list":["post-40073","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-utstarcom-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40073","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40073"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40073"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40073"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40073"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}