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Summary Translation of Comprehensive Credit Facility Agreement No.: 10206108092

Loan Agreement

Summary Translation of Comprehensive Credit Facility Agreement No.: 10206108092 | Document Parties: Comtech Communication Technology (Shenzhen) Company Limited | GuangDong Development Bank You are currently viewing:
This Loan Agreement involves

Comtech Communication Technology (Shenzhen) Company Limited | GuangDong Development Bank

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Title: Summary Translation of Comprehensive Credit Facility Agreement No.: 10206108092
Date: 11/20/2009
Industry: Communications Equipment     Sector: Technology

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Summary Translation of

Comprehensive Credit Facility Agreement

No.: 10206108092

 

Note:  This is not a comprehensive translation .

 

The Lender (Party A): Shenzhen Futian Branch of GuangDong Development Bank

Legal Representative: Liu Chunchen

Title: Branch Manager

 

The Borrower (Party B ): Comtech Communication Technology (Shenzhen) Company Limited

Legal Representative: Edward Chan

Title: Chairman

 

Part I 

Basic Terms of Credit Facility

 

Article 1. 

Definitions

 

 

 1.

Comprehensive Credit Line: the credit line Party A extends to Party B, including one or several types of the following: a loan, issuance of banker’s acceptance bill, commercial draft discount, trade finance, guarantee letter, funding business and other types of credit lines.

 

 

 2.

Comprehensive Credit Line Amount: the maximum outstanding balance of the credit line that Party A extends to Party B under this agreement.

 

 

 3.

Maximum Credit Exposure Amount: the amount equal to the maximum outstanding balance of the credit line that Party A extends to Party B, less the outstanding balance of the guarantee deposit.

 

 

 4.

Valid Term of Credit Line: the actual term of the credit line under this agreement.

 

Article 2. 

Amount and Type of Comprehensive Credit Line

 

 

 1.

The Comprehensive Credit Line Amount is stipulated in Article 13 of this agreement.

 

 

 2.

The specific type, amount and corresponding terms of the credit line under this agreement are stipulated in Article 22 of this agreement.

 

 

 3.

If the total outstanding balance of the credit line is within the aforesaid maximum credit amount, it is not necessary for Party B to provide the guarantee one at a time.

 

 


 

 

 

 4.

Party A is not obligated to issue the full amount of the aforementioned maximum credit amount. The actual issuance amount shall be based on the amount stipulated in the borrowing certificate or other credit/debt certificates.

 

Article 3. 

Valid Term of Comprehensive Credit Line Amount

 

 

 1.

The valid term of the Comprehensive Credit Line under this agreement is stipulated in Article 14 of this agreement.

 

 

 2.

A loan that occurs within the maximum amount of the credit line and the valid term need not be repaid prior to the maturity date of the valid term. The actual occurrence date and the repayment date of each loan shall be based on the dates set forth in the borrowing certificate or other credit/ debt certificates.

 

Article 4. 

Conditions to Drawdown of Credit Line

 

In the event all of the conditions set forth below are fulfilled concurrently, Party B may apply to draw down the aforesaid credit line:

 

 

 1.

There is an outstanding balance of the credit line.

 

 

 2.

The purpose of the loan and the term comply with the terms of this agreement.

 

 

 3.

Party B provides the application and information in compliance with the operational management rules of Party A.

 

 

 4.

Party B fulfills all of obligations under this agreement.

 

 

 5.

Other conditions required by Party A.

 

Article 5. 

Interest Rate

 

 

 1.

The interest rate of the loan under this agreement is stipulated in Article 15 of this agreement.

 

 

 2.

In the event the interest rate set forth in Article 15 is inconsistent to the interest rate of specific type of credit line, the interest rate of such type of the credit line shall prevail.

 

Article 6. 

Other Expense, Interest Rate and Exchange Rate

 

The expenses that Party A shall receive under the banker’s acceptance bill, banker’s guarantee letter, international trade finance and other types of credit lines, the discount rate of the draft discount, interest rate and the exchange rate under the import and export negotiation shall be agreed by Party A and Party B in the specific business.

 

 


 

 

Part II 

Guarantee

 

Article 7. 

Guarantee

 

 

 1.

A guarantor shall provide guarantees for the debts that Party B shall repay under this agreement. The specific guarantee is stipulated in Article 16 under this agreement.

 

 

 2.

In the event Party A believes that adverse changes to the guarantee under this agreement occurred or is going to occur, Party A is entitled to request the guarantor to cease such activities. In case the value of collateral decreases, upon the notice of Party A, the guarantor shall restore the value of the collateral, or provide a collateral with the corresponding decreased value. In the event the guarantor neither restores the value of the collateral, nor provides additional guarantee, Party A is entitled to request Party B to repay the debt prior to its maturity.

 

Part III

Representations and Warranties of Party B

 

Article 8.

 

 

 1.

Party B hereby makes the following representations:

 

 

(1)

It is legally incorporated and has right and ability to execute and perform this agreement;

 

(2)

The execution and performance of this agreement are based on the true intent of Party B, and do not violate any agreement, contract or other legal document binding Party B. Party B obtained legal and valid approvals in accordance with its articles of association and other managing documents. Party B obtained or is going to obtain all necessary permissions, approvals, filings or registrations for executing and performing the agreement;

 

 

(3)

All of the documents, financials, certificates and other information provided by Party B to Party A under this agreement are true, accurate, legal and valid;

 

(4)

The background information of transactions for specific types of credit line that Party B applied is true, legal and not for illegal purposes such as money laundering;

 

 

(5)

Party B did not conceal any events that could affect its or the guarantors’ financial condition and ability to perform the agreement.

 

 


 

 

 

 2.

Party B hereby makes warranties as below:

 

 

(1)

It shall provide Party A with financial reports (including but not limited to annual reports, quarterly reports and monthly reports) and other relevant information periodically or in time as requested by Party A;

 

(2)

It shall comply with the requests of Party A to provide relevant documents in connection with the loan and cooperate with Party A in regard to the inspection and supervision of the performance, the use of credit lines and funds, the production operations and financial activities. Party B shall promise to cooperate with Party A in connection with the management of loans in accordance with the loan management guideline of China Banking Regulatory Commission or other competent authorities;

 

 

(3)

If Party B entered into or is going to enter into a guarantee agreement with the guarantor of this agreement to provide the guarantor with the corresponding guarantee, Party B shall warrant such guarantee shall not affect any right of Party A under this agreement;

 

(4)

Party B shall obtain the prior consent of Party A, in the event the financial conditions or abilities of performance of Party B and the guarantor under this agreement might be affected. The aforesaid events are including but not limited to the split, merger, co-operating, joint venture, cooperation, outsource, lease, reorganization, reform, plan of going public, transfer of material assets, share transfer, shareholding reform, foreign investment, material debt assumption, debt/ equity financing through the primary market, or attach material debts on the collateral;

 

 

(5)

Party B shall promptly notify Party A in writing, in the event the financial conditions or abilities of performance of Party B and the guarantor under this agreement might be affected.  The aforementioned events are including but not limited to the foreclosure of the collateral, suspension of business, cessation of operations, dissolution, bankruptcy application, involvement in material litigation or arbitration proceedings, management’s possible engagement in criminal activities, the adverse change of its business operation or financial condition, o


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