FUHWA
BANK
ACKNOWLEDGEMENT OF
INDEBTEDNESS
FOR A
LOAN
EXTENSION
(USED FOR DEMAND
LOAN)
Customer Number: 11589
This
Acknowledgement of Indebtedness (“I.O.U.”) is executed
by Kidcastle Internet Technology Co. Ltd. (the
“Borrower”) for a loan extended by Fuhwa Bank
(including its headquarter and all branches) (the
“Bank”). The Borrower invites the joint and several
guarantor(s) to provide a guarantee to jointly and severally
guarantee the Borrower’s performance of the obligations under
the I.O.U. and agrees to the following terms and
conditions:
【GENERAL
TERMS AND CONDITIONS】
ARTICLE
1:
The amount of
credit extended is: NT$10,000,000 (the
“Loan”)
ARTICLE
2:
The Loan is
deemed to have been received by the Borrower when the Loan is
remitted to the account that the Borrower has opened in the Bank or
is transferred to be used for the purpose designated by the
Borrower.
ARTICLE
3:
This Loan can
be drawdown by different tranches on a revolving basis. Each
revolving period and repayment methods are as follow:
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1.
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The revolving
period shall commence from August 5, 2005 and end on August 4,
2006.
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2.
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Within the
agreed period, the Loan shall be drawn down by Borrower’s
submission of the drawdown requests within the agreed amount. The
term of each tranche that has been drawdown shall not exceed 6
months. The Borrower shall repay the fund of each tranche within
the above period.
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ARTICLE
4:
The Borrower
and the joint and several guarantor(s) shall be jointly and
severally responsible for repaying all the funds that the Borrower
has borrowed from the Bank within the period provided hereunder in
accordance with the terms and conditions herein, although the day
for repaying such funds is after such period.
ARTICLE
5:
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1.
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The interests
incurred from the borrowed funds shall be paid on a monthly basis.
The interests shall be calculated in accordance with Item (4),
below:
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(1)
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The interest
rate incurred for the Loan is calculated at the annual interest
rate of % (which is determined according to the base rate for a
loan extension at the time when the agreement of credit extension
is executed plus a markup of annual rate of %) The interests for
the newly borrowed fund shall be determined according to the base
interest rate available at the time when the new fund is borrowed
plus a standard markup rate. Thereafter, when the Bank adjusts the
base interest rate, the interest rate shall be calculated according
to the adjusted base rate plus a markup of the annual floating
interest rate. The markup of the annual interest rate shall, after
the execution of the agreement for credit extension, be adjusted
every three months in accordance with the Bank’s then current
“Guidelines Governing the Markup of Base Interest Rate for
Credit Extension.”
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If the
Bank’s base interest rate for the credit extension and/or the
Guidelines Governing the Markup of Base Interest Rate for Credit
Extension as provided in the preceding paragraph are adjusted
and/or revised after the execution of the agreement for credit
extension, the Borrower agrees that the Bank may publicize such
adjusted and revised base interest rate for the credit extension
and/or the Guidelines Governing the Markup of Base Interest rate
for Credit Extension in its place of business and to be bound
thereby.
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(2)
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The interest
rate for each tranche of the loan shall be determined by
negotiations between the Borrower and the Bank at the time of
borrowing and be calculated and paid at the agreed fixed interest
rate. If the Borrower fails to repay the principal and pay for the
interests according to the agreed terms, commencing from the day of
the delay, the interest rate shall be calculated and paid by adding
2.5% of annual rate to the base rate applied by the
Bank.
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(3)
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The interest
rate incurred for the Loan is calculated according to the
applicable base rate for a loan extension at the time of borrowing
( %) plus a markup of annual rate of % (i.e. %). The interests for
the newly borrowed fund shall be determined according to the base
interest rate available at the time when the new fund is borrowed
plus a markup rate. Thereafter, when the Bank adjusts the base
interest rate, the interest rate shall be calculated according to
the adjusted base rate plus a markup of the annual floating
interest rate.
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The above base
interest rate applied by the Bank is the average fixed interest
rate (the exact figure shall be based upon the announcement of the
Central Bank of China) of the interest rates applied to
“One-year Term Time Deposit” by 10 domestic banks + a
fixed rate (risk discount of the Bank + administrative
cost).
If the
composition of the base interest rate provided in the preceding
paragraph is adjusted or revised after the execution of the
agreement for credit extension, the Borrower and the joint and
several guarantor(s) agree that the Bank may announce the adjusted
and/or revised details in its place of business and to be bound
thereby.
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(i)
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The reference
banks for the average fixed interest rate of the interest rates
applied to “One-year Term Time Deposit” include: The
Bank of Taiwan, Taiwan Cooperative Bank, The Land Bank, The First
Bank, Chang Hwa Bank, Hua Nan Bank, Taiwan Business Bank, Cathay
United Bank, The International Commercial Bank of China and Taipei
Bank.
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(ii)
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The periods of
sampling, interest rate adjustment dates and periods of application
are as below:
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Period of
sampling
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Interest rate
adjustment date
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Period of
application
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2/16 -
2/22
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2/23
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2/24 -
5/23
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5/16 -
5/22
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5/23
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5/24 -
8/23
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8/16 -
8/22
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8/23
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8/24 -
11/23
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11/16 -
11/22
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11/23
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11/24 -
2/23
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Note:
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(A) The data
shall be based upon the data announced by the Central Bank of China
at 11:30 AM of that current day. (B) Indexes shall only allow two
numbers after the decimal point. The third number after the decimal
point, if it is bigger than or equal to 5, shall be rounded up, and
if it is smaller than or equal to 4, shall be rounded
down.
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(iii)
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At present, the
average fixed interest rate of the interest rates applied by 10
domestic banks to “One-year Term Time Deposit”
is %.
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(iv)
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Under the
following circumstances, the Borrower and the joint and several
guarantor(s) agree that the Bank has the absolute right and at its
sole discretion to change the reference banks providing the
composition of the indexes for the base interest rate and
separately designate another domestic bank to
substitute:
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(A)
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The reference
bank merges with other bank, is merged into other bank, is
extinguished, suspends the business, closes the business, is
re-organized; or any event under Article 62 of the Banking Law,
which includes: being ordered to suspend the business, being put
under custody, being effected a mandatory takeover, etc. occurs to
the reference bank.
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(B)
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The short-term
credit rating of the reference bank is lower than Taiwan
ratings.
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(C)
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The reference
bank ceases selling one-year-term time deposit products.
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(4) The interests are collected based on a flexible
rate calculated according to the following formula: The index of
the time deposit of the Bank + 7.29% (i.e. the annual interest
rate of 5%).
ARTICLE
6:
If the Borrower
fails to repay the principal and the interests according to the
I.O.U., the Borrower agrees to pay for the delay interest rate
calculated according to the interest rate applicable to this Loan
for the delayed principal amount. The Borrower further agrees to
pay for penalties calculated according to the following formula for
the delayed payment for the principal and the interests: The
penalty for the delayed payment for the principal shall be
calculated from the maturity date and that for the delayed payment
of the interests shall be calculated from the interests payment day
at the, at the rate of 10 % of the interest rate for this Loan for
the delay period within six months and at the rate of 20% of the
interest rate for this Loan for the delay period above six
months.
ARTICLE
7:
The purpose of
use of this Loan shall be limited to .
ARTICLE
8:
In order to
perform the obligations owed to the Bank, the Borrower and the
joint and several guarantor(s) agree to authorize the Bank from
time to time and at the Bank’s sole discretion to deduct from
the demand accounts opened by the Borrower and/or the joint and
several guarantor(s) in their names (account number: ) any amount
at the time of maturity or the time of advancement to pay for the
principal, interests, default interests, penalty advances and other
expenses (including the insurance premium for the collaterals),
without the necessary to present the passbook and the withdrawal
slip.
ARTICLE
9:
The term
“obligation” or “all obligations” referred
to hereunder shall mean the loan, instruments, advances, guarantee,
overdraft and other obligations, including but not limited to
interests, default interests, penalty, compensation of damages, the
insurance premium, expenses for executing mortgages, expenses to
obtain an enforcement title and other related expenses.
ARTICLE
10:
The Borrower,
the joint and several guarantor(s) and the provider of the
collaterals agree that the Joint Credit Information Center and its
member financial institutions, Clearing Houses, Small and Medium
Business Credit Guarantee Fund, National Credit Card Center,
Financial Information Service Co., Ltd., the assignees/transferees
of the Bank’s obligations/rights hereunder and the
participants (or the entity which plans to be assigned/transferred)
in the Loan, the person auditing the appraisal of the value of the
debts or any agent appointed by the Bank to handle the outsourced
work, or other domestic or overseas institutions handling financial
affairs (including SWIFT) and other relevant institutions
corresponding with the Bank, may collect, proceed with computer
processing on, conduct international transmission of, use and
provide to each other the following information and data of the
Borrower, joint and several guarantor(s) and provider of the
collaterals:
Credit reports,
credit extension data (including overdue, collection and bad debts
records), deposits data, financial data, collaterals and other
movables or real property information, credit information regarding
the instruments, credit cards (including IC Cards and magnetic
cards)credit card information, credit information in the credit
card merchants and other personal information relating to the
credit extension or transactions.
The computer
processing of such data and information and the period of the use
in relevant institutions shall be the approved period of
preservation for such files and data which relevant institutions
applied with the competent authorities for registration.
The Borrower
agrees that the Bank may from time to time monitor the
Borrower’s use of the Loan extended to the Borrower and the
business and financial status of the Borrower, examine/custody the
collaterals, examine relevant accounts and books, statements
(including the consolidated financial statements of the
affiliates), check and review certificates, slips and documents.
When the Bank deems necessary, the Bank may request the Borrower to
fill out the requested information and deliver the requested data
and information to the bank on a regular basis, or provide to the
Bank the financial statements audited by the CPA approved by the
Bank and request such CPA to provide relevant drafts of his/her
work. If the Bank considers that the financial statements or other
documents delivered by the Borrower are false, as soon as receiving
the notice from the Bank, such will be deemed as a default by the
Borrower; provided, however, the Bank does not have the obligation
to monitor, audit, examine, custody and check such statements and
documents. If the Bank considers that the Borrower’s
financial structure should be improved, the Bank may demand the
Borrower to take actions to improve its financial structure. The
Borrower shall comply with such demand to improve.
ARTICLE
11:
Any
individual/entity holding the receipt or custody certificate issued
by the Bank or the Borrower’s chop or the receipt documents
signed by the Borrower goes to the Bank to request for returning or
replacing the collaterals and the documents related thereto shall
be deemed as the agent of the Borrower. The Bank may approve to
return or replace.
ARTICLE
12:
If the
obligations hereunder are covered by the collaterals obtained from
the extension of this Loan or from other credit extensions, except
for complying with the terms and conditions set forth in the
respective collaterals agreements, the Borrower shall comply with
the following provisions:
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1.
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For the
collaterals which are insurable, the Borrower and the provider of
such collaterals shall in each year procure appropriate fire
insurance (including earthquake insurance) or other insurance
coverage required by the Bank for the collaterals form the
insurance company for the period starting from the commencement of
the term of the Loan and ending on the day that the Loan is repaid.
In such insurances, the Borrower shall include the Bank as the
mortgagee to apply with the insurance company to add special terms
and conditions for the mortgage. The insured amount and the terms
and conditions of the insurance policies shall be approved by the
Bank. The Borrower and the collaterals provider shall be jointly
and severally responsible for paying the insurance premium and
other related costs. The original copy of the insurance policy and
the photocopy of the receipt for the insurance premium shall be
kept by the Bank. If the Borrower and the collaterals provider
forget to procure the insurance or renew the insurance, the Bank
may use this I.O.U. as an authorization letter to procure/renew the
insurance on their behalf. If the Bank has advanced the insurance
premium, the Borrower and the collaterals provider shall repay the
advanced fund immediately. If the Borrower and the collaterals
provider fail to repay the advanced fund immediately, the Bank may
add such advanced fund into the mount owed by the Borrower and
collect interests incurred thereon according to the interest rate
provided hereunder. However, the Bank does not have the obligation
to procure or renew he insurance policy or pay for the insurance
premium. If unfortunately the insured collaterals are damages, lost
or destroyed and the insurance company refuses or delays to pay for
the compensation for the damages which the insurance company is
required to pay for whatever reasons, the Bank may set a certain
period of time to request the Borrower to provide a security
approved by the Bank having the value equal to the reduced value of
such collaterals within such time period. If the Borrower fails to
provide such a security within the set time period, the Bank is
entitled to request the Borrower to repay the debts
immediately.
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2.
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If the payment
made by the Borrower or the payment made though automatic transfer
from the Borrower’s account according to the agreement is
insufficient to repay all of the overdue loan owed by the Borrower,
the collaterals shall be used to set off against the various
expenses (including the insurance premium for the collaterals
advanced by the Bank), penalty, interests, delay interests and the
principal in the same order.
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3.
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The
Bank’s headquarter and all of its branches may share and
exercise the rights over the collaterals provided by the Borrower
and/or the collaterals provider hereunder, irrespective of whether
their rights are created earlier or later, to obtain guarantee from
such collaterals to secure the present debts (including those
already occurred but not being repaid and not limited to the total
amount of credit extension agreed hereunder) and future debts owed
by the Borrower in the form of instruments, loans, advances,
insurances and all other debts, together with the incurred
interests, delay interests, penalties, damages and all of the
expenses required for performing the obligations of the above
debts.
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ARTICLE
13:
In case that
any of the following events occurred to the Borrower or the joint
and several guarantor(s), the Bank may from time to time reduce the
extended credit amount or shorten the period of the credit
extension without the necessity to send any prior notice or demand
for a correction or remedial action in the first place:
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1.
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Failing to
repay the principal for any indebtedness according to the
agreement.
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2.
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The Borrower
and/or the joint and several guarantor(s) file for reconciliation
or is declared bankruptcy according to the Bankruptcy Act, apply
for reorganization according to eh Company Law, are declared by the
clearing houses to be a company/individual with which the
transactions are rejected, suspend the business operation or
proceed a debt arrangement..
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3.
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The Borrower
and/or the joint and several guarantor(s) have the obligation to
provide guarantees according to the original agreement, but fail to
provide such guarantees.
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4.
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The Borrower
and/or the joint and several guarantor(s) die and their heirs
declare a limited inheritance or waive their rights to
inherit.
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5.
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The Borrower
and/or the joint and several guarantor(s) are declared a
confiscation of their major properties in criminal
cases.
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ARTICLE
14:
In case that
any of the following events occurred to the Borrower or the joint
and several guarantor(s), after the Bank has given a notice or
demand within a reasonable period, the Bank may reduce the extended
credit amount or shorten the period of the credit extension or
treat all of the loan as matured:
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1.
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The interests
incurred on any debt are not paid.
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2.
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The collateral
is foreclosed or the collateral is lost, or the value of which is
reduced or is insufficient to secure the obligations.
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3.
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The actual use
of the fund obtained from the loan extended by the Bank does not
conform to the purpose of use selected by the Bank.
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4.
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The Borrower
and/or the joint and several guarantor(s) are subject to compulsory
execution, provisional attachment, provisional measures or other
protecting measures, which has made the Bank to face a threat that
the debt may not be repaid.
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ARTICLE
15:
If the Bank
transfers/assigns all or part of the rights claimable by the Bank
according to the I.O.U. (including the rights to claim against the
Borrower and the joint and several guarantor(s) to pay for the
interests and the repay the loan), together with the mortgages and
insurance benefits the Bank obtained according to the agreement, to
a third party, it is the Bank or the transferee/assignee’s
obligation to notify the Borrower. After the Borrower, the joint
and several guarantor(s) and collaterals provider agreed to such
transfer/assignment and the Bank or the transferee/assignee has
notified the Borrower, if any changes of the mortgages registration
or the beneficiary under the insurance contract are required due to
such transfer/assignment, they shall cooperate to change the
mortgages registration and/or the beneficiary without any
objection.
If such
transfer/assignment is for securitizing the Bank’s financial
assets or the transferee/assignee is an asset management company,
the notice stated in the preceding paragraph can be replaced by
public announcement.
ARTICLE
16:
The Bank may
exercise the rights of set-off against the various funds deposited
by the Borrower and the joint and several guarantor(s) in the Bank
(including the deposits in the checking accounts which have been
suspended according to the agreement) and all the rights claimable
against the Bank, whether or not such funds and/or rights have
matured.
The expression
of intention to exercise the right of set-off as provided in the
preceding paragraph shall become effective as soon as the Bank
records such set-off and deduction on its books and accounts. In
the meantime, the deposit slips, the passbook and other
certificates shall, within the set-off amount, loose their
effect.
ARTICLE
17:
If the debt
certificates evidencing the various debts owed by the Borrower and
the joint and several guarantor(s) are lost, destroyed or damaged,
unless the amounts stated on the Bank’s accounts and books,
vouchers, computer generated certificates/slips, debt certificates
and micro-copies of the correspondences are proved by the Borrower
and the joint and several guarantor(s) to be erroneous and the Bank
shall immediately correct such errors, the Borrower and the joint
and several guarantor(s) shall admit the full amounts stated
thereon and, when such amounts mature, immediately pay for various
expenses incurred for such amounts, penalties and the principal and
interests, or at the Bank’s request issue another debt
certificates before the maturity to the Bank for the Bank’s
safe-keeping.
ARTICLE
18:
In the event
that the Borrower changes its name, organization, contents of its
articles of association, seal/chop, representative, scope of
authority delegated to the representative, or the occurrence of any
event which may affect the rights and interests of the Bank, the
Borrower shall immediately notify the Bank in writing of such
events and complete the procedures of change or cancel the
seal/chop specimen kept in the Bank.
The Borrower
and the joint and several guarantor(s) shall be responsible for the
transactions conducted before sending the notice and completing the
procedures as provided in the preceding paragraph and compensate
the Bank for any damages it has suffered which were resulted
thereof.
ARTICLE
19:
In the event
that the Borrower and the joint and several guarantor(s) change
their addresses, Borrower and the joint and several guarantor(s)
shall immediately notify the Bank. If Borrower and the joint and
several guarantor(s) fail to send the above notice and the Bank
sends relevant documents to the addresses provided hereunder or to
the last addresses notified by the Borrower and the joint and
several guarantor(s), such documents shall be deemed to have been
served upon the Borrower and the joint and several guarantor(s) at
the expiry of the traveling period normally required by the post
office.
ARTICLE
20:
The
requirements, effects and the formalities of the legal action for
the creation of the debts incurred to the Borrower and the joint
and several guarantor(s) based upon this I.O.U. shall be governed
by the laws of the Republic of China.
ARTICLE
21:
The place for
performing the obligation hereunder shall be the business place of
the Bank. Any disputes arising out of or in connection with this
I.O.U. shall be subject to the Taipei District Of Taiwan for the
first instance; provided, however, if the law mandates a court to
have exclusive jurisdiction over such dispute, such mandated
exclusive jurisdiction shall prevail.
ARTICLE
22:
Any matters not
provided for in this I.O.U. shall be negotiated by the Borrower and
the joint and several guarantor(s) with the Bank
separately.
【SPECIAL
TERMS AND CONDITIONS】
ARTICLE
1:
In the event
that any amount deposited by the Borrower and the joint and several
guarantor(s) in the Bank is attached or frozen by other person
according to the law, the Bank may from time to time reduce the
extended credit amount or shorten the period of the credit
extension or deem all of the debts as matured, without the
necessity to send any prior notice or demand for a correction or
remedial action in the first place:
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1.
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The checks
issued by the Borrower and the joint and several guarantor(s) are
bounced due to insufficient fund deposit; or the checks prepared
for making the payment as provided by them are rejected after being
presented for payment.
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2.
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The debts owed
by the Borrower and the joint and several guarantor(s) to other
financial institutions are overdue and not paid.
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3.
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The occurrence
of matters that are against the principles of good faith, such as
there exist false statements or omission of statements in the
financial statements or other data/documents delivered by the
Borrower and the joint and several guarantor(s) to the
Bank.
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4.
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The Borrower
and the joint and several guarantor(s) fail to perform or violate
the written agreements reached with the Bank or the
promises.
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5.
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The
certificates, licenses or approvals required by relevant programs
under the I.O.U. are suspended, canceled or revoked for certain
reasons.
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6.
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The chattels
over which the mortgages are created in favor of the Bank have been
removed, sold, transferred or subject to other disposal
measures.
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7.
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Failing to
honor the promise made when entering into the contract to build the
factory according to the promised speed.
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ARTICLE
2:
Unless the Bank
agrees in writing, the Borrower and the collaterals provider shall
not sell (or transfer, lease out or lend) the collaterals, or
create any encumbrances over such collaterals or, if the collateral
is an empty land), build any illegal buildings on the unoccupied
land where the mortgage is created. In case of any violation of the
above provisions, the Bank may set a certain time period to request
the Borrower or the collaterals provider to provide another
collateral of the same value approved by the Bank or request the
Borrower to settle the debts within the set time period and
compensate all of the damages suffered by the Bank as a
result.
ARTICLE
3:
Before the
Borrower repays all of the debts incurred hereon, if the Bank based
upon the Borrower’s request considers there is a need to
extend the repayment schedule or allow the debts to be repaid by
installments, the Bank shall immediately notify the joint and
several guarantor(s) in writing. The joint and several guarantor(s)
agree to continue to bear the joint and several guarantee liability
when the written notice from the Bank has arrived or is deemed to
have been served upon such joint and several
guarantor(s).
ARTICLE
4:
The Bank is
authorized to apply with the tax offices to check the tax
information and properties of the Borrower and the joint and
several guarantor(s), if any events provided in Article hereof has
occurred to them.
ARTICLE
5:
The Bank and
the joint and several guarantor(s) agree that the Bank may
outsource the work to collect the debts owed by them to the bank to
a third party.
ARTICLE
6:
If the Bank and
the joint and several guarantor(s) fail to provide sufficient
collaterals for the credit extension for this Loan, the property
the information of which had been provided by the Bank and/or the
joint and several guarantor(s) to the Bank for documentary review
before applying for the credit extension shall not be used to
create a trust.
ARTICLE
7:
The scope and
amounts of the debts guaranteed by the collaterals which are
provided by the collaterals provider to the Bank to create
mortgages, together with the period of the mortgages, shall not be
affected by the transfer of the collaterals pursuant to a
trust.
ARTICLE
8:
The joint and
several guarantor(s) shall be responsible for repaying all the
debts owed by the Borrower hereunder jointly and severally with the
Borrower. Each joint and several guarantor(s) shall also be
individually repaying all the debts owed by the Borrower hereunder.
The joint and several guarantor(s) further agree to the
following:
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1.
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The Bank is
entitled to claim against the joint and several guarantor(s) for
repayment of the debts before seeking to be paid from the
collaterals.
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2.
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After the joint
and several guarantor(s) repaid the debts for the Borrower and
request the Bank to transfer the collaterals according to
applicable laws, the joint and several guarantor(s) shall not raise
any objection to contend that the rights to the collaterals are
defective.
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3.
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The
guarantor(s) shall be jointly and severally responsible for
repaying all of the debts owed by the Borrower hereunder. Such
responsibility shall not be affected by the fact that the Bank
releases any or several joint and several guarantor(s)’
liabilities or agree to replace any or several joint and several
guarantor(s) with others. Also, such responsibility shall not be
discharged by the fact that the instruments, notes or other
relevant documents and certificates issued by the Borrower
hereunder have not been signed by the guarantor(s).
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The Borrower,
the joint and several guarantor(s) and the provider of the
collaterals hereby declare that the Article of the above SPECIAL
TERMS AND CONDITIONS has been reviewed article by article and stamp
their chops as below:
Borrower:
Kidcastle
Internet Technology Co. Ltd.
Responsible
Person: Wang, Kuo An
Joint and
several guarantor(s): Wang, Kuo An
Joint and
several guarantor(s): Chiu, Yu En
Joint and
several guarantor(s):
Provider of the
collaterals: Wang, Kuo An
TO: FUHWA
BANK:
The Borrower,
the joint and several guarantor(s) and the provider of the
collaterals hereby represent that they have reviewed all of the
terms and conditions contained in this I.O.U. within a reasonable
period of time, have fully understood its contents and agree to
execute this I.O.U. as below.
Borrower:
Kidcastle Internet Technology Co. Ltd.
Responsible
person: Wang, Kuo An
Address: 1st
Fl., 148, Chien Kuo Rd., Hsin Dian City
Joint and
several guarantor(s): Wang, Kuo An
Address: 2
nd Fl., 299, Si Yuan Rd., 10 Lin, Chung Shan Borough,
Hsin Dian City, Taipei County
Joint and
several guarantor(s): Chiu, Yu En
Address: No.
71, Nan Chang Rd., Section 1, Long Fu Borough, Chung Shan District,
Taipei
Joint and
several guarantor(s):
Address:
Joint and
several guarantor(s):
Address:
FUHWA
BANK
ACKNOWLEDGEMENT OF
INDEBTEDNESS
FOR A
LOAN
EXTENSION
(USED FOR FIXED-TERM
LOAN)
Customer Number: 11589
This
Acknowledgement of Indebtedness (“I.O.U.”) is executed
by Kidcastle Internet Technology Co. Ltd. (the
“Borrower”) for a loan extended by Fuhwa Bank
(including its headquarter and all branches) (the
“Bank”). The Borrower invites the joint and several
guarantor(s)(s) to provide a guarantee to jointly and severally
guarantee the Borrower’s performance of the obligations under
the I.O.U. and agrees to the following terms and
conditions:
【GENERAL
TERMS AND CONDITIONS】
ARTICLE
1:
The amount of
the credit extended is: NT$7,000,000 (the “Loan”)
ARTICLE
2:
The term of the
Loan is provided and the methods of repayment shall be made in
accordance with Section of this Article:
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1.
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The term of the
Loan is years, commencing from ______ to __________. After the
borrowing, the interest incurred on the Loan shall be paid by
monthly. The total principal shall be repaid at the
maturity.
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2.
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The term of the
Loan is years, commencing from ______ to __________. After the
borrowing, the principal shall be divided into installments. The
first installment starts from _______. Thereafter, every month(s)
is counted as one installment. The principal shall be repaid
according to the installments. Interests shall be paid by
monthly.
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3.
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The term of the
Loan is 5 years (0 months), commencing from August 10, 2005 to
August 10, 2008. After the borrowing, the Loan shall be divided
into 60 installments and the principal and interests thereon be
repaid on the 10 th day of each according to the annuity
method.
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4.
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The term of the
Loan is years, commencing from ______ to __________. After the
borrowing, the first ____ years are the grace period and the
interests shall be paid monthly. Commencing from the year, the Loan
shall be divided into installments and the principal and interests
thereon be repaid on the 10 th day of each according to
the annuity method.
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ARTICLE
3:
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1.
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The interests
incurred from the borrowed funds shall be paid on a monthly basis.
The interests shall be calculated in accordance with Item 3,
below:
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(1)
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The interest
rate incurred for the Loan is calculated at the annual interest
rate of % (which is determined according to the base rate for a
loan extension at the time when the agreement of credit extension
is executed plus a markup of annual rate of %) The interests for
the newly borrowed fund shall be determined according to the base
interest rate available at the time when the new fund is borrowed
plus a standard markup rate. Thereafter, when the Bank adjusts the
base interest rate, the interest rate shall be calculated according
to the adjusted base rate plus a markup of the annual floating
interest rate. The markup of the annual interest rate shall, after
the execution of the agreement for credit extension, be adjusted
every three months in accordance with the Bank’s then current
“Guidelines Governing the Markup of Base Interest Rate for
Credit Extension.”
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If the
Bank’s base interest rate for the credit extension and/or the
Guidelines Governing the Markup of Base Interest Rate for Credit
Extension as provided in the preceding paragraph are adjusted
and/or revised after the execution of the agreement for credit
extension, the Borrower agrees that the Bank may publicize such
adjusted and revised base interest rate for the credit extension
and/or the Guidelines Governing the Markup of Base Interest rate
for Credit Extension in its place of business and to be bound
thereby.
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(2)
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The interest
rate for each tranche of the loan shall be determined by
negotiations between the Borrower and the Bank at the time of
borrowing and be calculated and paid at the agreed fixed interest
rate. If the Borrower fails to repay the principal and pay for the
interests according to the agreed terms, commencing from the day of
the delay, the interest rate shall be calculated and paid by adding
2.5% of annual rate to the base rate applied by the
Bank.
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(3)
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The interest
rate incurred for the Loan is calculated according to the
applicable base rate for a loan extension at the time of borrowing
( %) plus a markup of annual rate of % (i.e. %). The interests for
the newly borrowed fund shall be determined according to the base
interest rate available at the time when the new fund is borrowed
plus a markup rate. Thereafter, when the Bank adjusts the base
interest rate, the interest rate shall be calculated according to
the adjusted base rate plus a markup of the annual floating
interest rate.
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The above base
interest rate applied by the Bank is the average fixed interest
rate (the exact figure shall be based upon the announcement of the
Central Bank of China) of the interest rates applied to
“One-year Term Time Deposit” by 10 domestic banks + a
fixed rate (risk discount of the Bank + administrative
cost).
If the
composition of the base interest rate provided in the preceding
paragraph is adjusted or revised after the execution of the
agreement for credit extension, the Borrower and the joint and
several guarantor(s) agree that the Bank may announce the adjusted
and/or revised details in its place of business and to be bound
thereby.
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(i)
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The reference
banks for the average fixed interest rate of the interest rates
applied to “One-year Term Time Deposit” include: The
Bank of Taiwan, Taiwan Cooperative Bank, The Land Bank, The First
Bank, Chang Hwa Bank, Hua Nan Bank, Taiwan Business Bank, Cathay
United Bank, The International Commercial Bank of China and Taipei
Bank.
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(ii)
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The periods of
sampling, interest rate adjustment dates and periods of application
are as below:
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Period of
sampling
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Interest rate
adjustment date
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Period of
application
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2/16 -
2/22
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2/23
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2/24 -
5/23
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5/16 -
5/22
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5/23
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5/24 -
8/23
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8/16 -
8/22
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8/23
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8/24 -
11/23
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11/16 -
11/22
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11/23
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11/24 -
2/23
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Note:
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(A) The data
shall be based upon the data announced by the Central Bank of China
at 11:30 AM of that current day. (B) Indexes shall only allow two
numbers after the decimal point. The third number after the decimal
point, if it is bigger than or equal to 5, shall be rounded up, and
if it is smaller than or equal to 4, shall be rounded
down.
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