{"id":40918,"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-utstarcom-china-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"comprehensive-credit-extension-agreement-utstarcom-china-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/comprehensive-credit-extension-agreement-utstarcom-china-ltd.html","title":{"rendered":"Comprehensive Credit-Extension Agreement &#8211; UTStarcom (China) Ltd. and China Everbright Bank"},"content":{"rendered":"<pre>                    Comprehensive Credit-extension Agreement\n\n                                  [Translation]\n\nCredit Giver:  UTSTARCOM (CHINA) LTD. (hereinafter referred to Party A)\n\nAddress:\n\nTel.: 65542030\n\nFax: 65542058\n\nCreditor: China Everbright Bank, Chaoyang Branch, Beijing (hereinafter referred\nto Party B)\n\nAddress:\n\nTel.:\n\nFax:\n\nWHEREAS, In light of \"Act on Commercial Bank of People's Republic of China\",\nthrough equal negotiation, both parties reach the Agreement as follows and agree\nit is binding on them both:\n\n                   Chapter One: Definition and Interpretation\n\nArticle One: The following terms set forth in the Agreement has the meaning as\nsuch, except otherwise defined by the text of the Agreement:\n\nComprehensive credit extension: one or more kind(s) of conditional promise\n------------------------------\nmortgaged on credit extended by Party B to Party A.\n\nSpecific transaction: specific credit extension transaction as loan extension,\n--------------------\nbank's acceptance bill and trade financing provided by Party B in accordance\nwith Party B's comprehensive credit-extension to Party A.\n\nMaximum credit extension margin: maximum balance of principals of the debts in\n-------------------------------\nall items of specific transactions, which Party A may use on application to\nParty B during the term of comprehensive credit extension agreed on in this\nAgreement and is determined on Party B's comprehensive credit extension to Party\nA.\n\nSpecific credit extension margin: maximum balance of principal of the debt in\n--------------------------------\none item of specific transaction, which Party A may use on application to Party\nB during the term of comprehensive credit extension agreed on in this Agreement\nand is determined within maximum credit extension margin.\n\nUsed credit extension margin: summation of balance of principal of the debt in\n----------------------------\none item of specific transaction, which Party A hasn't repaid during the term of\ncomprehensive credit extension agreed on in this Agreement and is determined\nwithin specific credit extension margin.\n\n\n\nMaximum stand-by credit-extension margin: balance between maximum credit\n----------------------------------------\nextension margin and all used credit extension margins.\n\nStand-by credit extension margin: balance between maximum credit extension\n--------------------------------\nmargin regarding one specific transaction and used credit extension margin\nregarding one specific transactions.\n\nContract regarding specific transactions: contract or agreement concluded by\n----------------------------------------\nParty A and Party B concerning usage of specific credit extension margin.\n\n          Chapter Two: Maximum Credit Margin and Specific Credit Margin\n\nArticle Two: Maximum credit extension margin (if counted in both home currency\nand foreign currency, foreign currency shall be accounted into home currency at\nthe base rate of exchange on the concluding date of the Agreement) is RMB Three\n                                                                      ---------\nHundred Million Yuan\n--------------------\n\nArticle Three: Within maximum credit extension margin and specific credit margin\nregarding specific transaction is as such:\n\n1.  Common loan: RMB 50,000,000\n\n    Among which, home currency loan as: RMB 50,000,000\n\n    Foreign currency loan as:  None\n                             ------\n2.  Others(Name to be expressed): Discount of commercial invoice: RMB 10,000,000\n\n                 Comprehensive factoring: RMB 10,000,000\n\n\n                     Chapter Three Term of Credit Extension\n\nArticle Four: Validity term of maximum credit extension margin is: from\nSeptember 30 of 2001 to September 30 of 2002.\n\n\n                      Chapter Four: Usage of Maximum Credit\n                        Margin and Specific Credit Margin\n\nArticle Five: During the term of credit extension agreed on in the Agreement and\nwithin the maximum credit margin and specific credit margin, Party A may apply\nto Party B in writing for usage of specific credit extension on one lump sum or\nby items on different occasions and this written application shall carry on\nname, usage period and sum of specific transaction. Party B shall\n\n\n\ndetermine name, usage period and sum of specific transaction upon Party A's\nwritten application and credit record, Party B's policy concerning unsecured\nloan and conditions of the Agreement.\n\nArticle Six: Summation of credit margin already used by Party A shall not exceed\nthe maximum credit margin. During the term of credit extension, Party A may use\nthe specific credit margin on roll-over, that is, once the debt under any\nspecific transaction is paid up, the specific credit margin previously used on\nthis specific transaction can be re-used on new specific transaction of the same\nkind.\n\nParty A shall apply for using specific credit margin within the term of credit\nextension and stand-by credit margin shall be automatically cancelled on\nexpiration of the term of credit extension.\n\nArticle Seven: Party A and Party B shall conclude contracts of specific\ntransaction regarding specific transaction and contracts of specific transaction\nshall prevail if this Agreement conflicts with contracts of specific\ntransaction.\n\nArticle Eight: Usage period of any specific transaction shall not be later than\nthe last day of the term of credit extension and shall not exceed one year.\n\n\n                               Chapter Five: Rate\n\nArticle Nine: Interest rate, exchange rate or any rate waiting to be determined\nin each specific transaction under this Comprehensive Credit-extension Agreement\nshall be stipulated by both parties when concluding contracts of specific\ntransaction. Contract of each specific transaction signed by both parties shall\npredominate.\n\n                    Chapter Six: Adjustment of Maximum Credit\n                        Margin and Specific Credit Margin\n\nArticle Ten: Party B may adjust maximum credit margin and term of credit\nextension and terminate the comprehensive credit extension to Party A in the\nevent of the following:\n\n1.    The State's monetary policies undergo a material change;\n\n2.    There is occurrence or threatening occurrence of grave financial risks;\n\n3.    The market relevant to Party A's transaction undergoes a material change;\n\n\n\n\n\n\n4.  Party A is being or to be exposed to grave transactional difficulties or\n    risks;\n\n5.  Party A undergoes material system changes such as separation, amalgamation\n    or dismissal;\n\n\n6.  Party A uses the fund under credit extension in the manner contradicting\n    with the provision concerned;\n\n7.  Party A has such acts as property transfer, flight of capital and debt\n    evasion;\n\n8.  Party A breaks the promises agreed on in this Agreement;\n\n9.  The guarantor in this Agreement undergoes severe lack of capital or\n    transactional difficulties to such extent as to substantially affect his\n    guaranty ability;\n\n10. The estate under the mortgage or the pledge is destroyed or lost to the\n    extent of threatening Party B's credit;\n\n11. The occurrence of any other event or situation, at Party B's sole analysis\n    or judgment, has already caused or is immediate to cause the deterioration\n    of Party A's ability to pay debts or damage to Party B's interest.\n\nArticle Eleven: In spite of the foregoing, if Party A makes a written request\nfor adjusting each specific credit margin after the conclusion of this\nAgreement, Party A shall obtain Party B's permission in writing. Party A's\nwritten request and Party B's response letter are both taken as the amendment to\nArticle Three of this Agreement and have equal legal effect to this Agreement.\n\n                             Chapter Seven Security\n\nArticle Twelve: To ensure the prompt repayment of the debt under this Agreement,\nthe following means of security are adopted:\n\n1.  Surety: UTStarcom (Hangzhou) Communication Co., Ltd.; which signed the\n    Maximum Margin Guarantee Contract with the contract no. as \"CEB Chao Max\n    Surety\"\n\nArticle Thirteen: Notwithstanding the means of security agreed on in this\nAgreement as the foregoing, when conducting specific transaction, Party B has\nthe authority to request Party A to provide other security if Party B thinks\nnecessary and Party A shall not refuse affording other security on the ground\nthat it is settled on security in this Agreement.\n\n                      Chapter Eight: Party B's Undertaking\n\nArticle Fourteen: Party B shall without any unreasonable delay take up and\nexamine and approve\n\n\n\n\nParty A's application on the ground that Party A applies for usage of specific\ncredit margin in terms of this Agreement.\n\nArticle Fifteen: Party B shall not take the liberty to adjust maximum credit\nmargin and term of credit extension to the extent of being unfavorable to Party\nA, unless otherwise set forth in this Agreement.\n\n                       Chapter Nine: Party A's Undertaking\n\nArticle Sixteen: Party A shall repay all the debts under the contract of\nspecific transaction on schedule and pay all the expenses due on schedule.\n\nArticle Seventeen: Party A shall use the capital within the specific credit\nmargin in conformity with law, this Agreement and contracts of specific\ntransaction, subject to Party B's examination at any time.\n\nArticle Eighteen: During the term of credit extension, Party A shall provide\nParty B true financial statements and afford to Party B actual material about\nits main banks of deposit in China, accounts, balance held on deposits and\ncredits and other transactional data.\n\nArticle Nineteen: Party A shall open an account of settlement and average\nbalance of settlement of each day at this account of settlement shall not be\nless than 5% of the summation of used credit margins.\n\nArticle Twenty: During the term of credit extension, Party A shall not tender\nguarantee for the Third Party without prior notice to Party B and it shall not\naffect its ability to repay debts to Party B on schedule.\n\nArticle Twenty-one: During the term of credit extension, Party A shall be liable\nto make the following notices:\n\n1.  Party A shall notify Party B and provide it relevant data within 15 days\n    after change or modification in event of change of legal representatives\n    (principals) or address or business place, alteration of the registered\n    capital or fundamental change of shares or investment;\n\n2.  During the term of credit extension, Party A shall notify Party B\n    immediately in event of involvement of major action, arbitration or other\n    legal process, or fundamental change of\n\n\n\n    operation or financial situation to the extent of affecting the realization\n    of Party B's right of credit.\n\n3.  During the term of credit extension, Party A shall give two week's notice to\n    Party B and repay all the debts incurred by Party B or fix repayment\n    liability in event that Party A conducts such capital-reconstructing\n    activities as annex, purchase or separation, or such activities affecting\n    management right as contracts or lease of any kind, or any activities\n    changing corporate structure or mode of business, or such activities\n    terminating business as petition for declaring bankruptcy or dissolution.\n\nArticle Twenty-two: Party A's breach of any provision of this Agreement or\ncontracts of specific transaction constitutes a breach to this Agreement, of\nwhich in the event Party B may recall any financing funds under the credit\nmargin and terminate this Agreement immediately.\n\n                   Chapter Ten Effectiveness of This Agreement\n\nArticle Twenty-three: This Agreement establishes as of the date when both\nParties' authorized representatives (principals) or their agents sign and seal\nthis Agreement and comes into effect when the Contract of Security in this\nAgreement comes into effect or when both Parties' authorized representatives\n(principles) or their agents sign and seal this Agreement in case of no Contract\nof Security agreed on.\n\n                      Chapter Eleven Settlement of Disputes\n\nArticle Twenty-four: Both Parties shall settle through friendly negotiation any\ndisputes arising out of or relating with the performance of this Agreement. If\nnegotiation fails, either party may file an action at the court at the site of\nwhich Party B is located.\n\n                         Chapter Twelve Entire Agreement\n\nArticle Twenty-five: Any contract of specific transaction (If the signing date\nof any contract of specific transaction is within the term of comprehensive\ncredit extension or it is proved to be concluded according to this Agreement)\nconcluded between Party A and Party B is made a part of and subject to this\nAgreement, together form a single integrated Agreement. Article Twenty-six: In\nthe event that Party A does not perform obligation stipulated in any specific\ntransaction subject to this Agreement, Party A will be treated as breach of this\nAgreement, and Party\n\n\n\nB can terminate this Agreement and revoke in advance all undue credit rights.\n\nArticle Twenty-seven: Any term and conditions which are not stipulated in this\nAgreement can be otherwise set forth in writing as an appendix of this\nAgreement, and such appendix is the effective part of, and have the same\nenforcement with this Agreement.\n\n                         Chapter Thirteen Miscellaneous\n\nArticle Twenty-eight: This Agreement has two originals with same effectiveness\nand each party has one.\n\nArticle Twenty-nine: This Agreement is signed in Beijing as of Nov. 30\/th\/,\n2001.\n\n\n\n\nParty A(stamp)              Party B(Stamp)\nLegal representative:          Legal representative:\n(or entrusted agent):          (or entrusted agent):\n\n\n\n\n\n\n                            Translation Certification\n                            -------------------------\n\n         I hereby certify that the foregoing represents a fair and accurate\nEnglish translation of the original Chinese document.\n\nDated:  February 5, 2002\n\n                                    By: \/s\/ Michael J. Sophie\n                                        ----------------------------------------\n                                         Michael J. Sophie\n                                         Chief Financial Officer\n\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":[9561,9560],"class_list":["post-40918","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\/40918","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=40918"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40918"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40918"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40918"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}