Applied Optoelectronics (AAOI) 8-K Entry into a Material Definitive Agreement

Exhibit 10.1

Amendment to the Finance Lease Agreements

Party A (the “Lessor”): Chailease Finance Co., Ltd.

Party B (the “Lessee”): Prime World International Holdings Ltd., Taiwan Branch

WHEREAS, Party A and Party B entered into two Financial Lease Agreements (contract number: A1811069AB and A1901033AB, hereafter collectively referred to as the “Original Agreements”) for the purpose of engaging in a financial lease transaction between both parties. As of today, even though the Original Agreements remain in effect, Party A agrees with Party B that Party B early pay the outstanding lease payment in connection with certain equipment listed in the Appendix Leased Equipment (hereinafter referred to as the “Leased Equipment”). NOW, THEREFORE, both parties agree to amend the Original Agreements as follows:

1. Party A confirms that it has received 22,311,381 NTD (the “Early Lease Payment”) remitted by Party B on September 15, 2020, the Early Lease Payment include all outstanding lease payments and any other costs or expenses in connection with the Leased Equipment.

2. Transfer the ownership of the Leased Equipment, and the manner of delivery:

(1) Since Party B has been in possession of the Leased Equipment, both parties agree that the Leased Equipment shall be delivered with the short hand and be provided “AS IS WHERE IS” according to the provisions of Article 761 of the Civil Code at the time when Party A receives the Early Lease Payment, whereby the ownership of the Leased Equipment shall be transferred to Party B simultaneously.

(2) Party B acknowledges that the Leased Equipment received is free from defect in a right or a thing.

3. Both parties confirm that the remaining lease payments of the Original Agreements at a total amount of 159,027,448 NTD after Party A receives the Early Lease Payment under this amendment, the remaining lease payments will be paid off in accordance with the Appendix Remaining Lease Payment Schedule to this amendment.

4. Except as expressly modified by the terms of this amendment, all the rights and obligations of both parties shall continue to subject to the Original Agreements and remain unchanged.

5. All Appendices, which are an integral part of this amendment, shall have the same effect as the amendment.

6. This amendment has the same effect as the Original Agreements. In case of any conflict or inconsistency between the Original Agreements and this amendment, this amendment shall prevail.

7. Both parties agree that this amendment shall be governed and interpreted in accordance with the law of Taiwan (R.O.C.). Any disputes arising out of this amendment shall be resolved in the Taiwan Shilin District Court as the court of first instance.

8. This amendment is made in duplicate, with Party A and Party B holding one respectively.

Party A:	Chailease Finance Co., Ltd.
Representative:	CHEN,FENG-LUNG
Tax ID number:	05072925
Address:	8th to 12th Floors, No. 362, Ruiguang Road, Neihu District, Taipei City

Party B:	Prime World International Holdings Ltd., Taiwan Branch
Representative:	LIN,CHIH-HSIANG
Tax ID number:	28410552
Address:	No. 18, Gongsi Road, Linkou District, New Taipei City

Date: September 15, 2020

1

Appendix - Remaining Lease Payment Schedule

Contract Number: A1811069AB		Contract Number: A1901033AB
Rent and Payment  (tax excluded)		Rent and Payment (tax excluded)
September 30,2020	NTD 5,240,178	September 21, 2020	NTD 4,918,493
October 31, 2020	NTD 5,232,606	Ocober 21, 2020	NTD 4,899,701
November 30, 2020	NTD 5,211,784	November 21, 2020	NTD 4,893,703
December 31, 2020	NTD 5,203,266	December 21, 2020	NTD 4,875,710
January 31, 2021	NTD 5,188,595	January 21, 2021	NTD 4,868,913
February 28, 2021	NTD 5,159,729	February 21, 2021	NTD 4,856,518
March 31, 2021	NTD 5,159,255	March 21, 2021	NTD 4,830,928
April 30. 2021	NTD 5,140,799	April 21, 2021	NTD 4,831,728
May 31, 2021	NTD 5,129,914	May 21, 2021	NTD 4,815,735
June 30, 2021	NTD 5,112,405	June 21, 2021	NTD 4,806,939
July 31, 2021	NTD 5,100,573	July 21, 2021	NTD 4,791,744
August 31, 2021	NTD 5,085,904	August 21, 2021	NTD 4,782,148
September 30, 2021	NTD 5,069,814	September 21, 2021	NTD 4,769,753
October 31, 2021	NTD 5,056,563	October 21, 2021	NTD 4,755,758
November 30, 2021	NTD 5,041,404	November 21, 2021	NTD 4,744,963
		December 21, 2021	NTD 4,731,768
		January 21, 2022	NTD 4,720,157

2

Appendix - Leased Equipment

Appendix

Contract ID

Asset

Cap.date

Asset Description

Acquisition Price

Book Value

Currency

Asset Name

Quantity

Unit

Brand

Model

Cost Center

CCenText

Location

Location Name

Pers.No.

Name

Note

A1811069AB

153100004041

2016/10/20

MRSI-DH-3 Ultra-Precision Assembly Workcell

16,701,619

14,797,546

TWD

Die Bonder  Machine

1

Set

MRSI

MRSI-DH-3

201000

Executive-GM Office

2006

2F Box TOSA

81353

CHU,CHI-AN

Expected to resell to AOI CN

A1811069AB

153100004234

2017/5/31

AD838L-Plus High Speed Epoxy Die Bonder

6,785,282

5,371,681

TWD

Die Bonder  Machine

1

Set

ASM Pacific Technology

AD838L

207108

Production II -BOSA

2008

2F BOSA

81399

HSU,CHIH-WEI

Expected to resell to AOI CN

A1811069AB

153100003527

2016/1/30

MP1800A 4T/4R BERT((1ch PG/4ch ED))

7,174,320

5,261,168

TWD

Bit Error Rate Analyzer

1

Set

Anritsu

MP1800A

201000

Executive-GM Office

3020

3F Can type G line

81680

CHEN,CHAO-MING

New

A1901033AB

153100003862

2016/3/17

ADST YS-800 Laser Welding System

3,446,176

2,985,115

TWD

Automatic Alignment and Laser Welding Machine

1

Set

ADST

YS-800

207105

Production II -mini CX

3004

3F miniCX

81257

LIN,CHIH-HUNG

Expected to resell to AOI CN

A1901033AB

153100004302

2017/6/5

Auto W/B Model IConn Plus

3,700,000

2,929,166

TWD

Automatic Wire Bonding Machine

1

Set

K&S

IConn Plus

206203

Engineering II -ED

A030

Modification area

81260

WANG,I-CHIA

Expected to resell to AOI CN

A1901033AB

153100003863

2016/3/17

ADST YS-800 Laser Welding System

3,209,259

2,822,768

TWD

Automatic Alignment and Laser Welding Machine

1

Set

ADST

YS-800

207105

Production II -mini CX

3004

3F miniCX

81257

LIN,CHIH-HUNG

Expected to resell to AOI CN

A1901033AB

153100003864

2016/3/17

ADST YS-800 Laser Welding System

3,209,259

2,822,768

TWD

Automatic Alignment and Laser Welding Machine

1

Set

ADST

YS-800

201000

Executive-GM Office

3004

3F miniCX

81257

LIN,CHIH-HUNG

Expected to resell to AOI CN

A1901033AB

153100004393

2017/8/24

ADST YS-800 Laser Welding System

3,320,891

2,767,408

TWD

Automatic Alignment and Laser Welding Machine

1

Set

ADST

YS-800

201000

Executive-GM Office

3004

3F miniCX

81257

LIN,CHIH-HUNG

Expected to resell to AOI CN

A1901033AB

153100004387

2017/7/20

ADST YS-800 Laser Welding System

3,316,031

2,671,247

TWD

Automatic Alignment and Laser Welding Machine

1

Set

ADST

YS-800

207105

Production II -mini CX

3004

3F miniCX

81257

LIN,CHIH-HUNG

Expected to resell to AOI CN

A1901033AB

153100004388

2017/7/20

ADST YS-800 Laser Welding System

3,316,031

2,671,247

TWD

Automatic Alignment and Laser Welding Machine

1

Set

ADST

YS-800

207105

Production II -mini CX

3004

3F miniCX

81257

LIN,CHIH-HUNG

Expected to resell to AOI CN

A1901033AB

153100003987

2016/5/10

100G CLR4 ADST RX Auto-alignment system (YS-5221

3,166,746

2,427,838

TWD

100G CWDM4 Gen1 Demux Welding Machine

1

Set

ADST

YS-5221

206203

Engineering II -ED

A030

Modification area

80191

CHANG,HSIN-I

Expected to resell to AOI CN

A1901033AB

153100003850

2016/3/17

ADST YS-800 Laser Welding System

2,979,201

2,234,401

TWD

Automatic Alignment and Laser Welding Machine

1

Set

ADST

YS-800

201000

Executive-GM Office

3004

3F miniCX

81257

LIN,CHIH-HUNG

Expected to resell to AOI CN

A1901033AB

153100003851

2016/3/17

ADST YS-800 Laser Welding System

2,979,201

2,234,401

TWD

Automatic Alignment and Laser Welding Machine

1

Set

ADST

YS-800

201000

Executive-GM Office

3004

3F miniCX

81257

LIN,CHIH-HUNG

Expected to resell to AOI CN

A1901033AB

153100003855

2016/3/17

ADST YS-800 Laser Welding System

2,979,201

2,234,401

TWD

Automatic Alignment and Laser Welding Machine

1

Set

ADST

YS-800

207105

Production II -mini CX

3004

3F miniCX

81257

LIN,CHIH-HUNG

Expected to resell to AOI CN

A1901033AB

153100003856

2016/3/17

ADST YS-800 Laser Welding System

2,979,201

2,234,401

TWD

Automatic Alignment and Laser Welding Machine

1

Set

ADST

YS-800

207105

Production II -mini CX

3004

3F miniCX

81257

LIN,CHIH-HUNG

Expected to resell to AOI CN

A1901033AB

153100004420

2017/7/10

ADST 100G Alignment System YS-5221

2,566,887

2,067,770

TWD

100G CWDM4 Gen1 Demux Welding Machine

1

Set

ADST

YS-5221

207108

Production II -BOSA

2008

2F BOSA

81399

HSU,CHIH-WEI

Expected to resell to AOI CN

A1901033AB

153100004061

2017/1/6

ADST YS-5221 ROSA auto alignment system

2,613,220

1,959,915

TWD

100G CWDM4 Gen1 Demux Welding Machine

1

Set

ADST

YS-5221

207108

Production II -BOSA

2008

2F BOSA

80191

CHANG,HSIN-I

Expected to resell to AOI CN

A1901033AB

153100004062

2017/1/6

ADST YS-5221 ROSA auto alignment system

2,613,220

1,959,915

TWD

100G CWDM4 Gen1 Demux Welding Machine

1

Set

ADST

YS-5221

207108

Production II -BOSA

2008

2F BOSA

80191

CHANG,HSIN-I

Expected to resell to AOI CN

A1901033AB

153100004421

2017/7/10

ADST 100G Alignment System YS-5221

2,360,193

1,891,652

TWD

100G CWDM4 Gen1 Demux Welding Machine

1

Set

ADST

YS-5221

207108

Production II -BOSA

2008

2F BOSA

81399

HSU,CHIH-WEI

Expected to resell to AOI CN

A1901033AB

153100003829

2016/3/14

PD Alignment System, YS-5221 (for PD only)

2,513,372

1,885,029

TWD

100G CWDM4 Gen1 Demux Welding Machine

1

Set

ADST

YS-5221

201000

Executive-GM Office

2008

2F BOSA

81399

HSU,CHIH-WEI

Expected to resell to AOI CN

3