{"id":40916,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/comprehensive-credit-extension-agreement-beijing-city.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"comprehensive-credit-extension-agreement-beijing-city","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/comprehensive-credit-extension-agreement-beijing-city.html","title":{"rendered":"Comprehensive Credit-Extension Agreement – Beijing City Commercial Bank and UTStarcom (China) Ltd."},"content":{"rendered":"
Comprehensive\nCredit-Extension Agreement<\/b><\/p>\n\n
No.(2001)YBCBC(105-2001-006)<\/b><\/p>\n\n
 <\/p>\n\n
Creditor<\/b>:\u00a0\u00a0\u00a0 Beijing\nCity Commercial Bank, Yuhaiyuan Road Branch (hereinafter referred to Party A)<\/p>\n\n
Address: No.59, Fuxing\nRD, Haidian District, Beijing 100036<\/p>\n\n
Legal Representative:\nWang Jianliang<\/p>\n\n
Tel.: 6821 4551<\/p>\n\n
Fax: 6828 6861<\/p>\n\n
 <\/p>\n\n
Credit Receiver:\u00a0\nUTSTARCOM (CHINA) LTD. <\/b>(hereinafter referred to Party B)<\/p>\n\n
Address: 11\/F CNC\nManhattam Bldg, Dongcheng District, Beijing 100027<\/p>\n\n
Legal\nRepresentative: Lu Hongliang<\/p>\n\n
Tel.: 65542030<\/p>\n\n
Fax: 65542058<\/p>\n\n
 <\/p>\n\n
WHEREAS, In light of \u0093Act\non Commercial Bank of People\u0092s Republic of China\u0094, \u0093Contract Law\u0094 and \u0093Interim\nAdministration on Authorization and Credit Extension of Commercial Bank\u0094,\nthrough equal negotiation under the principle of goodwill and equality, both\nparties reach the Agreement as follows and agree it is binding on them both:<\/p>\n\n
 <\/p>\n\n
Chapter One: Maximum Credit Margin and Specific Credit\nMargin<\/b><\/p>\n\n
 <\/p>\n\n
Article 1<\/b>: At the duration of the credit extension, Maximum\ncredit extension margin Party B can apply for is SAY: RMB One Hundred\nMillion Yuan\u00a0\u00a0 (RMB 100,000,000\nYuan)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <\/u><\/p>\n\n
 <\/p>\n\n
Article 2<\/b>: Within maximum credit extension margin, specific\ncredit margin regarding specific transaction is as such:<\/p>\n\n
RMB:\u00a0 1. Common loan: SAY RMB Fifty Million Yuan\n(RMB 50,000,000Yuan)<\/p>\n\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 2. Discount of commercial invoice: SAY\nRMB Fifty Million Yuan (RMB 50,000,000Yuan)<\/u><\/p>\n\n
 <\/p>\n\n
Chapter Two: Term of Credit Extension<\/b><\/p>\n\n
 <\/p>\n\n
Article 3<\/b>: Validity term of maximum credit extension margin is:\nfrom December 20 of 2001 to December 20 of 2002.<\/p>\n\n
 <\/p>\n\n\n
\n\n
\n\n<\/div>\n\n\n\n
\n\n\n
 <\/p>\n\n
Article\n4<\/b>:\u00a0 Party A has the right to check up the usage\nof the credit extension of this contract periodically. Party A has the right to\nchange the term of the credit extension provided that the issues set forth in\nChapter six occurred.<\/p>\n\n
 <\/p>\n\n
Chapter\nThree: Usage of Maximum Credit Margin and Specific Credit Margin<\/b><\/p>\n\n
 <\/p>\n\n
Article\n5<\/b>: The credit\ncapital herein can only be used for the current capital loan and discount of\ncommercial notes.<\/p>\n\n
 <\/p>\n\n
Article 6<\/b>: During the term of credit extension\nagreed on in the Agreement and within the maximum credit margin, Party A may\napply to Party B for usage of specific credit extension on one lump sum or by\nitems on different occasions. In the event Party A think the application\ncomplies with this contract by examination and its own determination, Party A\nshall go through the relevant formalities with Party A.<\/p>\n\n
 <\/p>\n\n
Article 7<\/b>: In the event Party B applies to Party A for loan,\nParties shall not otherwise sign the loan contract, the amount, term, interest\nrate, species and usage of loan shall be accorded to the loan receipt.<\/p>\n\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 In the event Party B applies to Party A for other specific\ncredit margin other than set forth in article 2, Parties shall otherwise sign\nthe specific contract\/agreement under the relevant credit extension (the\nrelevant credit extension hereinafter referred to as: \u0093Other Specific\nTransaction\u0094; the specific contract\/agreement hereinafter referred to as\n\u0093Specific Transaction Contract\u0094).<\/p>\n\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Any Specific Transaction Contract or loan receipt concluded\nbetween Party A and Party B under every specific transaction is made a part of\nand subject to this Agreement, together form a single integrated Agreement.<\/p>\n\n
 <\/p>\n\n
Article\n8<\/b>: Summation of\ncredit margin (that is the outstanding capital sum of debt) already used by\nParty B shall not exceed the maximum credit margin. During the term of credit\nextension, Party B may re-apply for the usage of the specific credit margin\nunder which the debt is paid up. The unused specific credit margin within the\nterm of credit extension shall be automatically cancelled on expiration of the\nterm of credit extension.<\/p>\n\n
 <\/p>\n\n
Article\n9<\/b>: Party B must\napply for using the credit margin within the term of credit extension. The\ncommencement of every credit margin shall not exceed the expiration date of the\nterm of credit extension, such expiration date includes such day of the changed\nterm of credit extension.<\/p>\n\n
 <\/p>\n\n
 <\/p>\n\n\n
\n\n
\n\n<\/div>\n\n\n\n
\n\n\n
 <\/p>\n\n
Article 10<\/b>: The Specific Transaction Contract or loan receipt\nshall prevail if this contract conflicts with the Specific Transaction Contract\nor loan receipt concluded by Party A and Party B.<\/p>\n\n
 <\/p>\n\n
Article 11<\/b>:  <\/b>The interest rate, expenses charged by Party A in\nthe business of bank accepted draft, comfort letter or letter of guarantee and\ninternational trade financing etc., the discount rate, and the interest rate\nand foreign exchange rate needed in the secured loan of import and export are\ndetermined as follows by Party A and Party B:<\/p>\n\n
\u00a01 The interest rate of current capital loan\nis base rate (4.875\u0089 per year, 4.65\u0089 per half a year)<\/p>\n\n
\u00a02. The discount rate of notes is 3.5\u0089.<\/p>\n\n
 <\/p>\n\n
Article\n12<\/b>: Within the term\nof this contract, in the event the central bank adjusts the interest rate,\nexpense rate and the criteria of commission charge in the relevant businesses,\nParty A and Party B shall re-determine the new rate and criteria of this\ncontract through negotiation.<\/p>\n\n
 <\/p>\n\n
\u00a0Chapter Four: Party\nA\u0092s Commitment<\/b><\/p>\n\n
 <\/p>\n\n
Article 13<\/b>: Party A shall approve Party B\u0092s application and\nexecute in due course pursuant to the Specific Transaction Contract or loan\nreceipt on the ground that Party B\u0092s application for usage of credit margin complies\nwith this contract.<\/p>\n\n
 <\/p>\n\n
Article 14<\/b>: Party A shall not take the liberty to adjust maximum\ncredit margin and term of credit extension to the extent of being unfavorable\nto Party B, unless otherwise set forth in chapter six of this contract.<\/p>\n\n
 <\/p>\n\n
Chapter Five: Party B\u0092s Commitment<\/b><\/p>\n\n
 <\/p>\n\n
Article 15<\/b>: Party B shall use the capital in conformity with\nlaw, Specific Transaction Contract or loan receipt and subject to Party A\u0092s\nexamination at any time.<\/p>\n\n
 <\/p>\n\n
Article 16<\/b>: During the term of credit extension, Party B\npromises to duly provide Party A true financial statements, all of its banks of\ndeposit, accounts, balance held on deposits and credits and other related\nfinancial materials.<\/p>\n\n
 <\/p>\n\n
Article\n17<\/b>: Party B shall\nnotify Party A in writing immediately in the event of the occurrence of any\naffair threatening Party B\u0092s ordinary operation and repayment obligation under\nthis contract.<\/p>\n\n
 <\/p>\n\n
Article 18<\/b>:  <\/b>Party\nB shall give prior notice to Party A in the event that Party B conducts such <\/p>\n\n
 <\/p>\n\n\n
\n\n
\n\n<\/div>\n\n\n\n
\n\n\n
 <\/p>\n\n
activities as merger,\ndivision, acquisition, changing company style into company limited by share,\ncontract, lease, transfer, joint management, investment, applying for the\nceasing operation for consolidation, dissolution and bankruptcy, and other\nactivities which can affect the credit and debt under this contract or the\nequity of Party A, otherwise Party B shall not carry out the above activities\nbefore repaying all of the debt hereunder.<\/p>\n\n
 <\/p>\n\n
Article 19<\/b>:  <\/b>During the term of this contract, Party B shall notify Party A within 15 statutory\nworking days after change or modification in event of change of name, address\nor legal representatives.<\/p>\n\n
 <\/p>\n\n
Article\n20<\/b>: Before\nrepaying all the debt hereunder, Party B shall not tender guarantee for the\nThird Party beyond Party B\u0092s liquidity. Party B shall notify Party A in writing\nprovided that Party B tendered guarantee for the Third Party.<\/p>\n\n
 <\/p>\n\n
Article 21<\/b>: Party B promise to repay the principal and interests\nof the debts due on schedule and pay all the expenses receivable due on\nschedule.<\/p>\n\n
 <\/p>\n\n
Article 22<\/b>: The average balance of each day at the account of\nsettlement opened at Party A shall not be less than 15% of the summation of\nused credit margins.<\/p>\n\n
 <\/p>\n\n
Chapter\nSix: Adjustment of Credit Margin<\/b><\/p>\n\n
 <\/p>\n\n
Article 23<\/b>: In the duration of execution of this contract, Party\nA has the right to adjust or terminate the credit extension (recall in advance\nall the loan and cease making loans) in the event of the following:<\/p>\n\n
1.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The State\u0092s monetary policies undergo a\nmaterial change;<\/p>\n\n
2.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 There is occurrence or threatening\noccurrence of grave financial risks in Party B\u0092s area;<\/p>\n\n
3.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The market relevant to Party B\u0092s\ntransaction undergoes a material change;<\/p>\n\n
4.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Party B is being or to be exposed to\ngrave transactional difficulties or risks;<\/p>\n\n
5.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Party B undergoes material system\nchanges;<\/p>\n\n
6.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The guaranty ability of guarantor in this\ncontract is substantially insufficient, or the security is lost or its value is\napparently decreased;<\/p>\n\n
7.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Party B uses the fund under credit\nextension or loan receipt in the manner contradicting with the provision\nconcerned;<\/p>\n\n
8.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Party B loses its business credit\nstanding;<\/p>\n\n
9.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Party B has such acts as property\ntransfer, flight of capital and debt evasion or other acts infringing Party A\u0092s\ninterests;<\/p>\n\n
 <\/p>\n\n
 <\/p>\n\n\n
\n\n
\n\n<\/div>\n\n\n\n
\n\n\n
 <\/p>\n\n
10.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Party B uses the fund in the manner\ncontradicting with the provision set forth in article 5 ;<\/p>\n\n
11.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Party B breaks the promises set forth in\nchapter 5;<\/p>\n\n
12.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The occurrence of any other event or\nsituation has already caused or has the possibility to cause the deterioration\nof
\nParty B\u0092s ability to pay debts.<\/p>\n\n
 <\/p>\n\n
Chapter Seven: Security<\/b><\/p>\n\n
 <\/p>\n\n
Article 24<\/b>: To ensure the prompt repayment of the debt under\nthis Agreement, the following means of security are adopted:<\/p>\n\n
1. Surety: UTStarcom\n(Hangzhou) Communication Co., Ltd.; which signed the Maximum Margin Guarantee\nContract with the contract no. as (2001)YBCBC(105-2001-006)<\/b> \u0093CEB Chao Max\nSurety\u0094.<\/p>\n\n
 <\/p>\n\n
Chapter Eight: Responsibility of breach<\/b><\/p>\n\n
 <\/p>\n\n
Article 25<\/b>: After going into effect of this contract, Party A\nand Party B shall execute the responsibilities under this contract, Specific\nTransaction Contract or loan receipt. In the event any party does not execute\nsuch responsibilities, such party shall undertake the relevant responsibilities\nof breach and compensate the counter party all the losses caused by the breach.<\/p>\n\n
 <\/p>\n\n
Article\n26<\/b>: Party A has\nthe right to announce the mature of this contract, Specific Transaction\nContract or loan receipt in advance, and recall in advance any financing fund\nunder comprehensive credit margin in the event of Party B\u0092s breach. Party B\nshall pay all the losses caused by Party B\u0092s breach to Party A.<\/p>\n\n
 <\/p>\n\n
Article 27<\/b>: In the event\nParty B does not refund the principals of loan and other credit capitals in the\nterm set forth in the loan receipt under this contract or Specific Transaction\nContract, Party A shall charge the punitive interest at the rate of 0.21\u0089 per day pursuant to the delayed\namount and time. In the event Party B does not use the loan and other credit\ncapitals as set forth, Party A shall charge the punitive interest at the rate\nof 0.5\u0089 per day\npursuant to used amount and time.<\/p>\n\n
 <\/p>\n\n
Article 28<\/b>: Party A has the\nright to receive the compound interests for unpaid interests from Party B.<\/p>\n\n
 <\/p>\n\n
Article 29<\/b>: Party A has the\nright to deduct receivable principle of loan, interests, punitive interests <\/p>\n\n
 <\/p>\n\n\n
\n\n
\n\n<\/div>\n\n\n\n
\n\n\n
 <\/p>\n\n
for delayed payment, compound interests and other expensive\nreceivable from Party B.<\/p>\n\n
 <\/p>\n\n
Chapter Nine: Force Majeure<\/b><\/p>\n\n
 <\/p>\n\n
Article 30<\/b>: In the event any force majeure causes Party B fails\nto execute the contract, Party B shall notify Party A within 3 legal working\nday after the incurrence of the force majeure and provide the written proof\nabout such occurrence of force majeure issued by the local notarial department.<\/p>\n\n
 <\/p>\n\n
 <\/p>\n\n
Chapter Ten: Settlement of Disputes<\/b><\/p>\n\n
 <\/p>\n\n
Article 31<\/b>: Both Parties shall settle through friendly\nnegotiation any disputes arising out of or relating with the performance of\nthis Agreement. If negotiation fails, the jurisdiction of Party A shall\nprevail.<\/p>\n\n
 <\/p>\n\n
Chapter Eleven: Effect, Change and Dissolution of the\nContract<\/b><\/p>\n\n
 <\/p>\n\n
Article\n32<\/b>: The contract\ncomes into force at the date both parties\u0092 legal representative or main principals,\nor the entrusted agents sign it and seal it by company chop.<\/p>\n\n
 <\/p>\n\n
Article\n33<\/b>: After the\neffectiveness of this contract, any party shall not presume on change or\ntermination in advance of this contract. Parties shall make a consensus about\nany change or termination and reach an written agreement.<\/p>\n\n
 <\/p>\n\n
Chapter Twelve: Appendix<\/b><\/p>\n\n
 <\/p>\n\n
Article 34<\/b>: The appendix of this contract is: Nill<\/p>\n\n
 <\/p>\n\n
Article\n35<\/b>: The appendix\nis an indiscerptible parts of this contract and has the same effectiveness with\nthe originals.<\/p>\n\n
 <\/p>\n\n
Chapter Thirteen: Miscellaneous<\/b><\/p>\n\n
 <\/p>\n\n
Article 36<\/b>: Any notice given or made by telex and facsimile\nshall be deemed to have been received at the date of transmission; if sent by\nmail, shall be deemed to have received within 3 days after the date of mailing.<\/p>\n\n
 <\/p>\n\n
Article\n37<\/b>: Other issues\nstipulated by parties: Nill<\/p>\n\n
 <\/p>\n\n
Article\n38<\/b>: Any term and\nconditions which are not stipulated in this Agreement can be otherwise set\nforth in writing.<\/p>\n\n
 <\/p>\n\n\n
\n\n
\n\n<\/div>\n\n\n\n
\n\n\n
 <\/p>\n\n
Article 39<\/b>:  This Agreement has three originals with same effectiveness and Party A,\nParty B and the guarantor respectively holds one.<\/p>\n\n
 <\/p>\n\n
Article 40<\/b>: This Agreement is signed in\nBeijing as of February 20, 2002.<\/p>\n\n
 <\/p>\n\n
 <\/p>\n\n
 <\/p>\n\n
 <\/p>\n\n<\/pre>\n\n\n\n\n
\n
Party A(stamp)<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Party B(Stamp)<\/p>\n<\/td>\n<\/tr>\n
\n
Legal representative:<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Legal representative:<\/p>\n<\/td>\n<\/tr>\n
\n
(or entrusted agent):<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
(or entrusted agent):<\/p>\n<\/td>\n<\/tr>\n<\/table>\n
\n
<\/p>\n


\n<\/u><\/p>\n
Translation Certification<\/u><\/b><\/p>\n
\n
I hereby certify that the
\nforegoing represents a fair and accurate English translation of the original
\nChinese document.<\/p>\n
\n
Dated:\u00a0 April 29, 2002<\/p>\n
\n\n\n\n\n
\n
\n<\/td>\n
\n
By:<\/p>\n<\/td>\n
\n
\/s\/ Michael J. Sophie<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
Michael J. Sophie<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n<\/table>\n
 <\/b><\/p>\n
 <\/b><\/p>\n
 <\/b><\/p>\n
 <\/b><\/p>\n
 <\/b><\/p>\n
 <\/b><\/p>\n
\n
\n<\/div>\n

<\/p>\n
 <\/b><\/p>\n
Beijing
\nCity Commercial Banking Co., Ltd.<\/b><\/p>\n
\n
Maximum Amount Guaranty Contract<\/b><\/p>\n
\n
Serial number: (2001) bei
\nshang yin gao bao zi<\/p>\n
No. (105-2001-006)<\/p>\n
\n
Guarantor:
\nUTStarcom (Hangzhou) Telecommunication Co., Ltd. (hereinafter referred to as
\nParty A)<\/p>\n
Domicile: Building 2 and 3,
\nYile Industrial Park, No. 129 Wenyi Road, Hangzhou, Zhejiang Province<\/p>\n
Postcode: 310012<\/p>\n
Legal Representative:
\nWuying<\/p>\n
Tel: 0571-88856112\u00a0 88862342<\/p>\n
Fax: 0571-88855203<\/p>\n
Account Opening Bank:
\nZhejiang Province Branch of Bank of China<\/p>\n
Account Number: 4518252011617<\/p>\n
\n
Creditor:\u00a0 Beijing City Commercial Banking Co., Ltd.,
\nYuhaiyuan Road Branch (hereinafter referred to as Party B)<\/p>\n
Domicile: 59 Yi Fuxing
\nRoad, Haidian District, Beijing<\/p>\n
Postcode: 100036<\/p>\n
Legal
\nRepresentative\/Person in Charge: Wang Jianliang<\/p>\n
Tel: 68214551<\/p>\n
Fax: 68286861<\/p>\n
\n
Party A voluntarily
\nprovides security guaranty for all creditor\u0092s right under the Comprehensive
\ncredit granting Contract (hereinafter referred to as the principal contract)
\nwhich is numbered as (2001) Bei shang yin ZHONG SHOU zi No. (105-2001-006)
\nsigned by UTStarcom (China) Co., Ltd. (hereinafter referred to as debtor) and
\nParty B of this Contract.<\/p>\n
\n
Party B agreed to accept
\nthe security provided by Party A after examination. This contract is drawn up
\nin order to make clear the rights and obligations of both parties in accordance
\nwith relevant laws and rules of the state.<\/p>\n
\n
\n
\n
\n<\/div>\n

<\/p>\n
\n
\n
Chapter 1\u00a0\u00a0\u00a0 Type and
\nAmount of the Principal<\/b><\/p>\n
\u00a0Creditor\u0092s Right to
\nbe guaranteed<\/b><\/p>\n
\n
Article 1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The
\ntype and amount of the principal creditor\u0092s right guaranteed by Party A are the
\ntype and amount of the principal creditor\u0092s right under the principal contract,
\nand the maximum amount of the principal creditor\u0092s right to be guaranteed is
\nthe maximum credit granting amount agreed in the principal contract, that is
\nONE HUNDRED MILLON RMB(writing in large form), 100,000,000 RMB(writing in small
\nform); foreign currency\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0
\n
\n<\/u>(writing in large form),\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0
\n<\/u>\u00a0(writing in small form).<\/p>\n
\n
\n
Chapter 2\u00a0\u00a0\u00a0 Time
\nLimit for debt performed by debtor<\/b><\/p>\n
\n
Article 2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The
\ntime limit for debt performed by debtor shall comply with what\u0092s agreed in each
\nspecific business contract or bill of debt under principal contract.<\/p>\n
\n
\n
Chapter 3\u00a0\u00a0\u00a0 Guaranty
\nForm<\/b><\/p>\n
\n
Article 3\u00a0\u00a0\u00a0 The guaranty form of this contract is a
\njoint liability guaranty.<\/p>\n
\n
\n
Chapter 4\u00a0\u00a0 \u00a0Scope of security guaranty<\/b><\/p>\n
\n
Article 4\u00a0\u00a0\u00a0\u00a0\u00a0 The
\nscope of security guaranty includes principal creditor\u0092s right, interest,
\noverdue penalty interest, compound interest, contractual fine, payment for
\ndamages, fees to realize creditor\u0092s right (including but not limited to court
\ncosts, attorney fees and business trip cost) and all other necessary fees which
\nare agreed in Article 1 under this contract.<\/p>\n
\n
\n
Chapter 5\u00a0\u00a0\u00a0 Duration
\nof Guaranty<\/b><\/p>\n
\n
Article 5\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The duration of guaranty for Party A to bear guaranty
\nliability is 2 years, that is, within 2 years as of the expiration of expiry
\ndate for debt agreed in each specific business contract or bill of debt. The
\nduration of guaranty of each specific business is calculated separately.<\/p>\n
If the debt is
\nexpirated in advance of time according to the principal <\/p>\n
\n
\n
\n
\n
\n<\/div>\n

<\/p>\n
\n
contract or
\nspecific business contract, the advanced expiry date is regarded as the expiry
\ndate of debt.<\/p>\n
\n
Chapter 6\u00a0\u00a0\u00a0 Rights
\nand Obligations of Both Parties<\/b><\/p>\n
\n
Article 6 Rights
\nand Obligations of Both Parties:<\/p>\n
6.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Party A shall guarantee that it is a lawful Chinese
\nlegal person or other organization according to laws of People\u0092s Republic of
\nChina and has the necessary capacity of civil rights and capacity of civil
\ndisposition to sign and perform this contract;<\/p>\n
6.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Party A shall know and agree all articles of the
\nprincipal contract, voluntarily provides guaranty for Party B and all proposals
\nin this contract are truthful.<\/p>\n
6.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 In case there is the third party providing another
\nguaranty, all guarantors shall be jointly and severally liable for the debt.
\nParty B may require any one of the guarantors to bear relevant security
\nliabilities.<\/p>\n
6.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Should the debtor pay all debts under the principal
\ncontract and relevant specific business contract or bill of debt on schedule,
\nthen Party A may not bear the security liabilities under this contract any
\nmore.<\/p>\n
6.5\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If principal creditor\u0092s right amount guaranteed by
\nParty A is not increased, the modification of the principal contract by debtor
\nand Party B through agreement needs not obtain Party A\u0092s consent and Party A
\nshall not be exempted from joint and several liability for the amendment.<\/p>\n
6.6\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 During the performance of this contract, if the
\nPeople\u0092s Bank of China adjusts loan interest rates, it shall be performed
\naccording to the regulations of the People\u0092s Bank of China, which shall not be
\nregarded as the modification of the principal contract and this contract. Party
\nB is not required to notice Party A and Party A shall continue to bear the
\nsecurity liability.<\/p>\n
6.7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Party A shall ensure that its credit information,
\nfinancial report and other materials, documents are truthful, legal and valid;<\/p>\n
6.8\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 In case the debtor fails to pay debt according to
\nwhat\u0092s agreed in specific business contract or bill of debt, Party B may ask
\nParty A to bear security liability and Party A shall pay Party B on the date of
\nreceiving Party B\u0092s written notice without delay.<\/p>\n
6.9\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 When performing its security liability, Party A shall
\npay to Party B according to the following sequence except as otherwise agreed
\nupon in this contract: (1) fees to realize the creditor\u0092s right; (2) payment
\nfor damages; (3) contractual fines; (4) compound interest of principal
\ncreditor\u0092s right; (5) overdue interest penalty for principal creditor\u0092s right;
\n(6) interest of principal creditor\u0092s right; (7) the principal of principal
\ncreditor\u0092s right.<\/p>\n
\n
\n
\n<\/div>\n

<\/p>\n
\n
6.10\u00a0\u00a0\u00a0\u00a0 Should Party A fails to perform the security liability
\nagreed in Article 6.8 of this contract, Party B may deduct directly from any
\naccounts opened by Party B or exercise right of disposition of Party A\u0092s
\nproperty or property right lawfully possessed and managed by Party B to off the
\ndebtor\u0092s right guaranteed by Party A.<\/p>\n
6.11\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 During the period of validity of principal contract,
\nParty A shall take measures actively to realize its security liability and
\ninform Party B within 3 statutory working days if it is under any of the
\nfollowing circumstances:<\/p>\n
(1)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Litigation, arbitration involving Party
\nA, or other events which may have an effect on its capacity of guaranty;<\/p>\n
(2)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Party A modify its name, domicile or
\nlegal representative;<\/p>\n
(3)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Merger, division, annexation, stock
\nsystem reform, contracting out, leasing, capital transfer, economic
\nassociation, investment, application for closing down for rectification,
\napplication for dissolution, application for bankruptcy or other changes occurs
\nto Party A.<\/p>\n
6.12\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Should Party B and the debtor sign specific credit
\ngranting contract or bill of debt under the specific credit business of
\nprincipal contract, it is not necessary to inform Party A.<\/p>\n
6.13\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Party B has the right to investigate and check Party
\nA\u0092s business and property situation and Party A shall coordinate actively and
\nprovide relevant materials to Party B without delay.<\/p>\n
\n
\n
Chapter 7\u00a0\u00a0 Liability
\nfor Breach of Contract<\/b><\/p>\n
\n
Article 7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Both parties shall perform the obligations prescribed
\nby this contract after the effectiveness of it. Should either party fails to
\nperform or partially perform the obligations prescribed by this contract, that
\nparty shall bear relevant liabilities for breach of contract and compensate for
\nlosses therefor.<\/p>\n
\n
\n
Chapter 8\u00a0\u00a0\u00a0 Force
\nMajeure<\/b><\/p>\n
\n
Article 8\u00a0\u00a0\u00a0\u00a0\u00a0 Should
\nParty A be prevented from executing its obligations by force majeure, Party A
\nshall notify Party B within 3 statutory working days from the occurrence date
\nof force majeure and thereafter provide a written document for evidence about
\nthe occurrence of force majeure issued by the local public notary organization.<\/p>\n
\n
\n
\n<\/div>\n

<\/p>\n
\n
Chapter 9\u00a0\u00a0\u00a0
\nSettlement of Dispute<\/b><\/p>\n
\n
Article 9\u00a0\u00a0\u00a0\u00a0\u00a0 Any
\ndisputes arising from the execution of the contract, the contract shall be
\nsettled through consultations between both parties. In case no settlement can
\nbe reached through consultations, the parties may seek recourse to the law
\ncourt of the district of Party B\u0092s domicile.<\/p>\n
\n
\n
Chapter 10\u00a0\u00a0 Validity,
\nAlteration and dissolution of the Contract<\/b><\/p>\n
\n
Article 10\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 This contract shall go into effect upon signature and
\nofficial seal by legal representatives\/ persons in charge or entrusted agents
\nof both parties.<\/p>\n
Article 11\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 This contract is separate from the principal contract
\nand does not become invalid because of the invalidity of the principal
\ncontract.<\/p>\n
Article 12\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Neither party shall alter or dissolve this contract
\nahead of time arbitrarily. When any alteration or dissolution is necessary, a
\nwritten agreement shall be reached through consultations between both parties.<\/p>\n
\n
\n
Chapter 11\u00a0\u00a0\u00a0 Appendix<\/b><\/p>\n
\n
Article 13\u00a0 The appendix of this contract includes none.<\/p>\n
Article 14\u00a0 The appendix of this contract is an
\ninseparable part of this contract and are equally valid as the main body of the
\ncontract.<\/p>\n
\n
\n
Chapter 12\u00a0\u00a0\u00a0 Supplementary
\nProvisions<\/b><\/p>\n
\n
Article 15\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Notices agreed in this contract shall be made in the
\nform of telegram, fax and once they are sent out it is regarded as delivered;
\nwhere the notice is made in a letter, it is regarded as delivered within 3 days
\nfrom the date of mailing.<\/p>\n
Article 16\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 other matters agreed by both parties: none<\/p>\n
Article 17\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u0093The
\nspecific business contracts\u0094 called in this contract refer to the contract or
\nagreement signed separately by debtor and Party B on each specific credit
\ngranting business during credit granting period.<\/p>\n
Article 18\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 As to the uncovered matters of this contract, both
\nparties may agreed upon separately and reach written agreements.<\/p>\n
\n
\n
\n<\/div>\n

<\/p>\n
\n
Article 19\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The original of this contract has three copies. Party
\nA, Party B and debtor holds one respectively and they are equally valid.<\/p>\n
Article 20\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The contract is signed in Hangzhou, Zhejiang Province
\nby both parties on 20 February 2002.<\/p>\n
\n
\n
\n\n\n\n\n\n\n\n\n
\n
For Party A:<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
Legal Representative:<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
(seal)<\/p>\n<\/td>\n<\/tr>\n
\n
(or Entrusted Agent)<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
(signature)<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
For Party B:<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
Legal Representative:<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
(seal)<\/p>\n<\/td>\n<\/tr>\n
\n
(or Entrusted Agent)<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
(signature)<\/p>\n<\/td>\n<\/tr>\n<\/table>\n
\n
\n
\n
\n<\/div>\n

<\/p>\n
\n
Translation
\nCertification<\/u><\/b><\/p>\n
\n
I hereby certify that the
\nforegoing represents a fair and accurate English translation of the original
\nChinese document.<\/p>\n
\n
Dated:\u00a0 April 29, 2002<\/p>\n
\n\n\n\n\n
\n
\n<\/td>\n
\n
By:<\/p>\n<\/td>\n
\n
\/s\/ Michael J. Sophie<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
Michael J. Sophie<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n<\/table>\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":[9561,9560],"class_list":["post-40916","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-utstarcom-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40916","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=40916"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40916"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40916"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40916"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}