Exhibit 10.18(b)
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
BANK OF CHINA
CONTRACT OF LOAN
BORROWER: UTSTARCOM (HANGZHOU)
TELECOM CO., LTD
LENDER: BANK OF CHINA ZHEJIANG BRANCH
Contract No.: 99BRJ100
Name of borrower: UTStarcom (Hangzhou) Name of lender: Bank of China
Telecom Co., Ltd Zhejiang Branch
Legal address: Legal address: 320 Yan'an Rd., Hangzhou
Legal rep.: Legal rep.:
Bank of deposit: Bank of China Zhejiang Branch
Account No.: [*]
Tel: 8856112 Tel: 0571-7077996
Fax: 8855203 Fax: 0571-7132286
Telex: Telex: 35019 BOCHZ CN
P.C.: 310012 P.C.: 310006
Any notice, legal documentary as well as payment order hereunder is
required to be made in written form. Once the telex, telegraph and fax send
out, or seven days after the letters mail out, or once the correspondence
that must be delivered by hand send off, those documents are considered to
arrive the opposing party.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
CONTRACT OF LOAN
Contract No.: 99BRJ100
Borrower: UTStarcom (Hangzhou) Telecom Co., Ltd
Lender: Bank of China Zhejiang Branch
Whereas Borrower and Lender agree to make and fulfill this contract
under the General Lending Rules and Regulations of Loan Contract and other
Chinese laws and regulations concerned, it is hereby agreed as follows:
1. Content under this contract:
a. Lending category: Short-term Loan
b. Use of Lending: Circulating
c. Principal RMB25,000,000 (in words)
d. Rate of interest:
i. RMB loan: [*]
ii. Foreign currency loan:
Where the rate of interest is adjusted by the government, it is
decided according to the relevant regulations.
e. Life of loan: One year, (From June 8, 1999 to June 8, 2000).
2. After this Contract takes effect, the borrower shall apply for drawing
according to the detailed drawing plan in case of using the loan in batches.
3. Repayment. The borrower shall repay the principal and interest during
the aforesaid conventional term. In case of installment, the borrower shall
comply with the plan as follows:
Date:__________________, Repayment amount:___________________
The borrower may apply to the lender for a grace period 30 days before
the maturity, and it can be extended with the lender's consent and the
fulfillment of the corresponding procedure.
The borrower may make prepayment with the consent of the lender, and
the interest on the amount of prepayment is calculated according to the
the relevant regulations.
4. Interest calculation.
a. The interest hereunder is calculated from the first day of
utilizing on the amount that the borrower actually has used. The interest is
calculated daily and paid quarterly.
b. The interest is collected actively at the interest payment day
by the lender from the running account or any other saving account which is
opened in the lender or one of the lender's branches.
5. The principal, interest and corresponding fee are jointly and
severally guaranteed by UTStarcom (China) Telecom Co., Ltd in full, the
number of the guarantee contract is 98BRB107. ___________________provides
assets as a mortgage, the number of the mortgage contract is _____________.
______________ provides chattels as a pledge, the number of the pledge
contract is_______________.
6. Borrower's obligations
6.1 The borrower shall open an account for settlement in the lender or in
one of the lender's branches. Any settlement arising from this contract shall
be processed through the aforesaid account.
6.2 The borrower shall provide monthly the lender with authentic balance
sheet, profit and loss sheet, financial statement and the true information
such as the name of the bank with which the borrower's account is opened,
account number, balances of its outstanding deposits and loans, etc.
6.3 The borrower shall accept the lender's inspection and supervision on
utilizing the loan, status of business and the financial affairs. The
borrower shall provide the lender with the documents at the lender's request.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
6.4 The borrower shall utilize the loan according to the agreed purpose
stipulated in this contract.
6.5 The borrower shall pay the loan interest on time and render the
repayment on time.
6.6 In case that the borrower provides any warranty for the third party,
the borrower shall notify the lender in advance and such warranty shall not
affect the borrower's repayment to the lender on time.
6.7 During the period of this contract, in case that the borrower changes
the pattern of management or the ownership construction by the means of
contracting, leasing, pooling, transforming to stock company, establishing
joint venture, separating, merger, foreign investment, transferring of
ownership, resolving or any other action, the borrower shall seek the
lender's consent and ascertain the new source of repayment or provide new
warranties.
If the borrower transfers partial or all the obligations under this
contract to a third party, the borrower should obtain the lender's consent in
writing and ascertain exactly the rights and obligations.
6.8 During the period of this contract, if the borrower changes its legal
representative, legal address or business address the borrower shall notify the
lender in advance.
6.9 During the period of this period, if there arises any circumstance
that is to cause damage to the lender's credit, the borrower shall inform the
lender in time and take measures to protect the lender's right.
7. Default responsibilities
7.1 If the borrower breaches any part of the aforesaid obligations, the
lender has the right of collecting all amounts payable hereunder by the
borrower before it's due, freezing the balance of the loan which the borrower
has not utilized, taking the measures of credit punishment as well as
bringing a lawsuit.
7.2 The lender has the right of charging a penalty fine according to
stipulations promulgated by the People's Bank of China or the Bank of China
if the borrower can not render the repayment during the loan period or the
extension of the loan.
7.3 If the borrower do not utilize the loan for purpose specified in this
contract or engross and embezzle the loan, the lender can impose additional
interest according to the stipulations promulgated by the People's Bank of
China or the Bank of China.
7.4 The borrower shall pay interest calculated on the basis of the unpaid
due interest at the exact interest rate of this loan or if the borrower do
not pay the due interest in full, the lender has the right of charging the
interest calculated on the basis of unpaid due interest according to the
stipulations promulgated by the People's Bank of China or the Bank of China.
8. The borrower shall pay all expenses arising out of or in connection
with the contract, as well as the expenses incurred by the lender in
collecting its loan. Such expenses shall include, but shall not be limited
to the assessment fee, auction fee, lawyer's fee, investigation fee, and
costs for assignment of assets, taxes, etc.
9. During the period of this contract, the lender may collect all amounts
payable hereunder by the borrower before it is due or terminate the contract,
where the borrower or the guarantor is or may be in financial difficulties,
or withdraws or transfers its capital and assets without consent of the
lender, or involves in any disputes with a third party and the estates under
mortgage/pledge destroyed or lose, or any such events may endanger the
safety of the loan. Where the lender collects partial or all amount
hereunder before due according to this contract, laws and regulations, the
borrower and the guarantor voluntarily waiver the right of defense against
the lender, and the
lender has the right to transfer the amount directly to its own from the
borrower's or the guarantor's bank account.
10. The loan receipt, guarantee/mortgage/pledge contract, application for
loan and any other documents hereunder are parts of this contract, and have
the same legal effect as this contract.
11. Other agreements upon by and between parties.
a.
b.
c.
12. The contract is governed by China law and under the jurisdiction of
the court in the lender's domicile place.
13. The contract takes effect from and after the legal representatives or
agents of all parties sign and affix their companies' seal, and terminates
as soon as the borrower pays off the amount hereunder in full.
14. The original of the contract is triplicate which the lender takes two
and the borrower takes one.
The borrower: The Lender: Bank of China Zhejiang Branch
Legal rep. (agent): Legal rep.(agent):
Sign (Seal): Sign (Seal):
Date of the Contract: June 7, 1999
Place of the Contract: Hangzhou