{"id":41145,"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-contract-utstarcom-china-co-ltd-and-bank-of-china.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"loan-contract-utstarcom-china-co-ltd-and-bank-of-china","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/loan-contract-utstarcom-china-co-ltd-and-bank-of-china.html","title":{"rendered":"Loan Contract &#8211; UTStarcom (China) Co. Ltd. and Bank of China"},"content":{"rendered":"<pre>                                  LOAN CONTRACT\n\n\n                                          Contract Number: 200001RL Zi No.(190)\n\nBORROWER: UTStarcom (China) Co., Ltd.\nAddress: No.6 Chao YangMen BeiDaJie DongCheng District, Beijing\n\nLENDER: Bank of China Beijing Branch\nAddress: No.8, YangBaoLu, Chao Yang District, Beijing\n\n         In accordance with provisions of Contract Law of the People's Republic\nof China and Bank of China, after reviewing the status and the request of the\nBorrower, the Lender agrees to grant the Borrower a line of credit on September\n12, 2000. The Borrower, Lender and Guarantor, through friendly negotiation, have\nexecuted this Contract as follows: \n\nARTICLE 1    CURRENCY, AMOUNT AND TERM OF THE LOAN: \n\n             1. The Currency under this loan is Reiminbi. \n\n             2. The Line of the loan is fifty million yuan. \n\n             3. The period of this loan is 12 months from the date of \n                effectiveness of this contract. \n\nARTICLE 2    THE PURPOSE OF THE LOAN: \n\n             1. The purpose of this loan is used for working capital turnover. \n\n             2. Without written approval of the Lender, the Borrower could not \nuse the loan out of the scope of the purpose. \n\nARTICLE 3    INTEREST RATE AND CALCULATION OF INTEREST: \n\n             1. Interest rate: The interest rate shall be [***] During the loan\nterm, if the country's related authority adjusted the interest rate or the\nmanner of calculation of interest, the interest of this contract shall be\nadjusted accordingly after one year from the date of execution of this contract.\nThe adjustment shall be conducted when the interest rate are executed one year.\nIt is not obliged to inform the Borrower when the adjustment of interest.\n\n             2. The interest shall be calculated from the date of first drawdown\nand the actual days the borrower use. One year shall be calculated as 360 days.\n\n             3. The payment of interests: The Borrower shall pay the interests \nper quarter. The payment date shall be March 20, June 20, September 20 and\nDecember 20. If the payment for the last installment is not on the payment date,\nthe interests shall deduct the interest from the bank account of the Borrower.\nIn the event that the Borrower fails to pay the interests on time and the\nbalance of the account of the Borrower is not enough for the payment of\ninterest, the Lender shall \n\n\n\nhave rights to collect a penalty being [***] of the outstanding amount per day\nfor the Borrower's breach of contract.\n\nARTICLE 4    OVERDUE INTERESTS AND MISUSING INTERESTS \n\n             1. If the Borrower fails to repay the loan and can not reach a \nagreement with the Lender regarding the extension, the Lender shall collect an\noverdue penalty for [***] of the overdue amount per day. \n\n             2. If the Borrower fails to uses the loan in accordance with the \nprovisions set forth in this contract, the Lender shall have right to charge a\ninterests for the misusing part at a rate of [***] per day.\n\nARTICLE 5    ACCOUNT\n\n         The Borrower shall open Reiminbi basic account and\/or foreign currency\naccount at the Lender or Lender's branch for the use of draw-down, repayment,\npayment of interests and fees. \n\nARTICLE 6    DRAW-DOWN \n\n             1. The loan under this contract is revolving, the balance of this\ncontract shall not more than the line of credit.\n\n             2. The Borrower shall send a draw-down application as the form \nherein attached in this contract 7 days before the date of draw-down.\n\n             3. The Borrower shall not draw the loan less than 1 million.\n\nARTICLE 7    CONDITIONS FOR DRAW-DOWN\n\n         The following conditions shall be satisfied in advance of the draw-down\ndate:\n\n             1. The Borrower has opened foreign account and Reiminbi account at \nthe office of the Lender or the branch of the Lender;\n\n             2. This contract and the appendices have been effective; \n\n             3. The Borrower has provided the recognition of the investment or \ncertificate of the investment to the Lender; \n\n             4. The Borrower has provided the board resolution and power of \nattorney regarding this loan contract; \n\n             5. The Borrower has provided the list and the signature sample of \nthe authorized person who empower to sign this contract and documents;\n\n             6. The Guaranty under this contract has been effective; \n\n\n                                      -2-\n\n\n             7. The Borrower has been satisfied the warrants under Article 11 \nof this contract; \n\n             8. The other requirement for the draw-down have been satisfied. \n\nARTICLE 8    REPAYMENT PLAN AND PREPAYMENT \n\n             1. The Borrower shall repay the loan in accordance with the status\nof its cash. The Borrower shall inform the Lender the payment amount and date\n[***] prior to make the payment. The Borrower shall be obliged to repay the\nprincipal and related interests on due date without any condition.\n\n             2. The payment made by the Borrower and the deduction from the \naccount of the Borrower shall be used for repaying the interest at first and\nthen for repaying the principal.\n\n             3. In the event the Borrower fails to repay the loan, the Lender \nshall have rights to deduct the debt from the bank account of the Borrower at\nthe Lender or empower the branches of the Lender to deduct the debt from the\nbank account of the Borrower at the Lender's branches;\n\n             4. The installment of repayment shall not less than 1 million.\n\nARTICLE 9    DEBT CERTIFICATE\n\n         The Lender shall keep record in the Lender's account for the principal,\ninterests and fees and other fees of the Borrower under this contract; The above\nmentioned record and the documentation for the draw-down, repayment and payment\nof interest is the certificates of the debts between the Borrower and the\nLender. \n\nARTICLE 10   GUARANTY \n\n             1. UTStarcom (Hangzhou) telecom Co., Ltd. (the \"Guarantor\") shall \nbe the guarantor for the loan under this contract and take jointly liabilities.\n\n             2. During the term of this contract, if the guarantor's financial \nstatus become deteriorated or the liabilities for repayment of debts become\nweak, the Lender shall have right to request the Borrower changes guarantor or\nprovide mortgage and pawn secured for this loan under this contract.\n\nARTICLE 11   REPRESENTATIONS AND WARRANTIES\n\n    I.   The Borrowers represents and warrants as follows:\n\n             1. The Borrower is a company duly organized and validly existing \nunder the law of the People's Republic of China and has the power and authority\nto own its property to consummate the transactions contemplated in this contract\nand join the litigation. The Borrower has the power to handle it assets used in\noperation.\n\n                                      -3-\n\n\n             2. The Borrower is at its option to sign and perform this contract.\nIt is the Borrower's true meaning and has the power to sign this contract and it\nis not breach it article of association or regulations or contracts. The\nprocedure for signature and performance of this contract has been gone through\nand fully effectiveness. \n\n             3. The all documents, materials, reports and certificates provided \nto the Lender by the borrower for consummation of this contract is true, real, \ncompete and effective \n\n             4. The Borrower shall not conceal the following events which is \nbeing happened or have been happened which will cause the Lender refuse to \nextend the loan: \n\n                (1) The Borrower or the principal executives of the Borrower \ninvolve in material events which breach regulations, laws or compensation to \nothers; \n\n                (2) Pending actions and arbitration; \n\n                (3) The Borrower's debts or proposed debts or liens and other \nencumbrances; \n\n                (4) The other matters will impact the financial status or \nabilities of repayment for the debts; \n\n                (5) The Borrower breached contract which is between the \nBorrower and other creditors. \n\n    II.  The Borrower hereby warrants as follows: \n\n             1. Using the capital of the loan as usage set forth in this \ncontract, the Borrower will not use the loan as Equity investment; The Borrower\nwill not use the capital of the loan invest in security, future, real estate\netc. The Borrower will not lend to the others privately or involving other\nmaters which is prohibited by the country. The Borrower will not misusing or\nappropriation of the loan.\n\n             2. Making payment and related expenses in accordance with the \nprovisions set forth in this contract;\n\n             3. Providing update financial statement or financial bulletin every\nquarter; Providing the audited financial report at the first quart of each year;\nProviding operation report, financial report or other files and materials and\nshall warrant the reality, correct and effectiveness for the files and\nmaterials; \n\n             4. Any anti-guaranty or other similar documents will not make any\nimpact on the rights and benefits of the Lenders; \n\n             5. Accepting the supervision of the Lender, provides assistance and\ncooperation for the Lender's supervisions;\n\n                                      -4-\n\n\n             6. Will not reduce the registration capital; Prior approval from\nthe lender shall be required when the Borrower changes of shareholders and\noperation manner(including but not limited to joint venture, cooperation,\njointly cooperation; dissolution, closedown, liquidation, transformation;\nmerger; change to share company, use the housing, machinery or other real assets\nor trademark, intellectual property, Knowhow, landing using rights or other\nintangible assets to invest in share company or investment company, trading of\noperation right or own right by contracting, joint operation, trusteeship)\n\n             7. The Borrower shall inform the Lender and warrants the liability \nunder its security will not more than net assets of the Borrower when the\nBorrower guarantee for other party or mortgage its assets. The Borrower warrants\nthat will not dispose the assets which will make adverse impact on its ability\nof paying debts.\n\n             8. The Borrower will not pay the other similar loans prior to the\nLender; \n\n             9. The Borrower warrants to inform the Lender immediately when the\nfollowing events occurred: \n\n                (1) The event of breach of contract under this contract or other\nloan or guaranty contracts between the Borrower and any branches of Bank of\nChina or other banks, non-bank financial organization;\n\n                (2) The Borrower changes shareholders or revise the article of \nassociation; \n\n                (3) The Borrower suffer difficulties and bad result in financial\nand operation; \n\n                (4) The Borrower involves in material actions or arbitration; \n\n            10. The Borrower shall keep sufficient balance for repayment prior \n[***] to the due date. \n\n            11. The Borrower shall keep its bank transactions regarding income\ncollection, sell foreign currency or buy foreign currency ect. Shall be\nconducted at the Lender or other branches of the Lender. The turn-over for the\ncapital shall satisfy the demand of the Lender; \n\n    III. The Borrower's representations and warrants hereunder this contract \nshall be effective even though any amendment, supplements or revised to be made\nto this contract.\n\nARTICLE 12   REPRESENTATIONS AND WARRANTS OF THE LENDER \n\n    I.   The Lender represents and warrants as follows: \n\n             1. The Lender is a state-owned commercial bank or branch duly \norganized and validly existing under the law of P.R.C and approved by the\nIndustry and Commercial Administration and holds the financial institutions\nlegal person licenses and financial institutions operation license to be\nqualified to operate financial business.\n\n\n                                      -5-\n\n\n             2. The Lender has taken all necessary action to authorize the \nexecution of this contract and performance of its obligations under this\ncontract. The Lender is duly authorized to extend this loan.\n\n    II.  The Lender warrants as follows: \n\n             1. The Lender shall extend the loan in accordance with the \nprovisions set forth in this Contract.\n\n             2. Collect interests in accordance with the regulations of the \nPeople's Bank.\n\nARTICLE 13   EVENTS OF BREACH CONTRACT AND SETTLEMENT: \n\n    I.   Settlement of the Borrower breach of contract \n\n             1. Event of breach of contract: \n\n                (1) The Borrower fails to use the loan in accordance with the \nagreed usage of the Loan; \n\n                (2) The Borrower fails to repay the due principal and pay the \ninterests, expenses or other payable in accordance with the agreed term of \nthis contract; \n\n                (3) The Borrower breaches the representation and warrants set \nforth in Article 11. \n\n                (4) The Borrower breaches other loan agreements or guaranty \nagreements or the Guarantor breach the guaranty agreement which may make \nimpact the Borrower to perform the obligations under this contract. \n\n                (5) Conclusive evidence to show that the Borrower lose the \ncapacity of credit or during performance of the obligation under this \ncontract, the financial conditions of the Guarantor are seriously \ndeteriorating or other reasons caused the Guarantor the capacity of credit \ndecline. \n\n                (6) The Borrower breaches the other obligations under this \ncontract. \n\n             2. Under the above circumstances, the Lender shall have right \nto: \n\n                (1) Request the Borrower to rectify within the period \ndesigned by the Lender; \n\n                (2) Cease in extending the loan or cancel the credit; \n\n                (3) Declare the loan under this contract is due and the \nLender shall have right to deduct the outstanding amount from the account of \nthe Borrower. The Borrower shall not appeal against the Lender. \n\n                                      -6-\n\n\n                (4) Declare the loan is due under other loan agreements \nbetween the Lender and the Borrower, request the Borrower to repay the loan \nprincipals, interests, and other expenses. \n\n    II.  The settlement for the Lender breach of the contract \n\n             1. The Lender fails to extend the loan as agreed in this \ncontract without any reasons; \n\n             2. The Lender breaches the agreed interest rate and collection \nadd interests or other fees; \n\n             3. The Lender breaches the provisions set forth in Article 12; \n\n             4. Under the above circumstances, the Borrower shall have right \nto: \n\n                (1) Request the Lender to rectify; \n\n                (2) Repay the loan ahead of time and refuse to pay any \ncompensation for prepayment. \n\nARTICLE 14   DEDUCTION\n\n         The Borrower shall pay in full for the payment without any\ncounteraction or any condition. \n\nARTICLE 15   ASSIGNMENT OF THE DEBT AND CREDIT \n\n             1. The Borrower shall not assign its right and liability under \nthis contract to other third party without any written approval of the Lender;\n\n             2. In the event the Borrower assign its right and liability \nunder this contract to other third party under the written consent of the \nLender, the third party shall abide this contract without any condition. \n\nARTICLE 16   PERFORMANCE OF OBLIGATION AND WAIVER OF RIGHTS \n\n             1. The Borrower is independent contractor under this contract, \nit will not impact by any other relations between the Borrower with other \nparty except the other provisions set forth in this contract. \n\n             2. The Lender give any extension, toleration, favor to the \nBorrower or permit the Borrower to delay of performance any obligation under \nthis contract shall not impair any rights of the Lender in accordance with \nthis contract and laws, regulation, it shall be deemed to have waived its \nrights under this contract and the obligation shall be performed by the \nBorrower under this contract. \n\n                                      -7-\n\n\nARTICLE 17   AMENDMENT, SUPPLEMENT AND INTERPRETATION OF THE CONTRACT \n\n             1. This contract could be amended and supplemented upon the \nwritten agreements conclude by the parties. Any a amendment and supplement \nshall be integral party of this contract. \n\n             2. In the event change of laws, regulations or legal practice \nwhich will cause any terms contained in this Contract become illegal, invalid \nor loss of practice, the other part of this contract shall not be impaired by \nit. The both parties shall make efforts to change the illegal, invalid or \nloss of practice part. \n\n             3. For the matters not referred in this contract shall be \nconstrued in accordance with the provisions of the People's Bank of China.\n\nARTICLE 18   DISPUTE RESOLUTION, GOVERNING LAW AND WAIVER OF EXEMPTION \n\n             1. The conclusion, interpretation and dispute resolution shall \nbe subject to the Laws of the People's Republic of Chin. The disputes arising \nfrom the execution of this contract shall be settled through friendly \nconsultation by both parties. In case no settlement can be reached, the \ndisputes shall be submitted to the People's Court of the location of the \nLender for judgment. \n\n             2. The Borrower shall not reject any obligation during the \nsettlement of disputes. \n\n             3. The execution and performance of this contract and the \nrelated transaction is civil behavior. The Borrower shall not appeal to take \naction to exempt from the obligation under this contract.\n\n         (if both parties agree to apply arbitration, the above term shall be:)\n\n         1. The conclusion, interpretation and dispute resolution shall be \nsubject to the Laws of the People's Republic of Chin. The dispute arising \nfrom the execution of this contract shall be settled through friendly \nconsultation by both parties. In case no settlement can be reached, the \ndisputes shall be submitted to China International Economic and trade \narbitration commission for arbitration.\n\n         2. The arbitration shall be conducted in accordance with the \nArbitration Law of People's Republic of China and Provisional Rules of \nProcedure of China international economic and trade arbitration commission.\n\n         3. During the Arbitration, this contract shall be effective and the \nBorrower shall not disclaim the any obligations under this contract.\n\n         4. The execution and performance of this contract and the related \ntransaction is civil behavior. The Borrower shall not appeal to take action \nto exempt from the obligation under this contract. \n\n\n                                      -8-\n\n\nARTICLE 19   OTHER MATTER AGREED BY THE PARTIES. \n\nARTICLE 20   APPENDICES\n\n         The following appendices shall be integral part of this contract:\n\n         1. Draw-down application\n\n         2.\n\nARTICLE 21   NOTICE\n\n         1. Any notice, payment notice or telecommunications shall be \nforwarded to the following address:\n\n         To: The Borrower: UTStarcom (China) Co., Ltd.\n\n         Address: No. 6 Bei Da Jie, Chao Yang Men, Dongcheng district, Beijing\n         Post Code: 100027\n         Fax: 65542058\n\n         To: The Lender: Bank of China Beijing Branch\n\n         Address: No. 8 YaBaoLu, ChaoYang District.\n         Post Code: 100020\n         Fax: 65199666\n\n         2. If any change of address shall inform the other party immediately.\n\n         3. Any notice, payment request or communication shall be forwarded \nto the above address. The dates on which notices shall be deemed to have been \neffectively given shall be determined as follows:\n\n            (1) If given in letter it shall be deemed effectively given on \nthe fifth day after the date mailed by registered airmail, postage prepaid;\n\n            (2) If given by telex it shall be deemed effectively given on the \ndate the other party returned the information;\n\n            (3) If given by facsimile it shall be deemed effectively given on \nthe first date of transmission;\n\n            (4) If given by personal delivery it shall be deemed effectively \ngiven on the date of personal delivery;\n\n         This contract become effective after signed by the authorized \nrepresentatives of both parties until the loan and the interests and other \nrelated expenses be cleared up.\n\n\n                                      -9-\n\n\n         This contract is executed in _____ original and be equally authentic.\nEach of the Borrower, the Lender shall hold ____ copy.\n\n\nBorrower:     UTStarcom (China) Co., Ltd.\n\nLender:       Bank of China, Beijing Branch\n\nDate:         August 29, 2000\n\n\n\n\n                                     -10-\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":[9560,9567],"class_list":["post-41145","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-utstarcom-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41145","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=41145"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41145"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41145"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41145"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}