Exhibit 10.2
Finance Lease Agreement
No.: A1505013AB
Applied Optoelectronics, Inc. Taiwan Branch
(hereinafter referred to as the "Lessee"), together with the joint guarantor (hereinafter referred to as the "Guarantor")
apply with CFC including the parent company and its subsidiaries (hereinafter referred to as the "Lessor") for finance
lease. The Parties agree to enter into an agreement as follows:
Section 1 Leased Property
The Lessor desires to lease to the Lessee,
and the Lessee desires to lease from the Lessor, the Subject Matter contained in the Leased Items page in this Agreement, including
all auxiliary spares, additional works, improvements, and fixtures and fittings.
S
ection 2 Delivery and Acceptance
:
The delivery and acceptance of the leased property must be subject to any of the following:
2.1 The Lessor shall require the seller
to deliver the leased property used by the Lessee to the place as specified in the Leased Items page and notify the seller to make
such delivery on the specified date of delivery or earlier.
2.2 In case of failure to deliver on specified
day for any reason including force majeure or nonconformity of the leased property or any other defect, the Lessee agrees to hold
the Lessor harmless against any risk or damage arising thereof.
2.3 Upon receipt of shipping documents
by the bank issuing letter of credit, the Lessor shall deliver B/L to the Lessee. The Lessee shall be responsible for the following
procedures such as importing and receiving of goods; delivery of B/L must be deemed as completion of delivery and acceptance of
the leased property, regardless of the status of the leased property or its place. The Lessee shall issue the Certificate of Delivery
and Acceptance of Leased Property to the Lessor.
2.4 In case of delivery in specie by the
Seller, the Lessee shall on its own expense conduct detailed inspections and required tests on the leased property; if the leased
property is free from any defect, the Lessee is hereby authorized by the Lessor to conduct acceptance and immediately notify the
Lessor of its result in writing.
2.5 The Lessor may exercise simple delivery,
transfer of possession or tender of delivery in accordance with Section 761 of the Civil Law.
Section 3 Lease Period and Rent
3.1 The validity of the Agreement during
the lease period may not be affected by delay of delivery or the acceptance provision as set forth in Subsection 2.2 and 2.3. The
rent must calculated starting on the payment date specified in the Leased Items page and ending on the final installment of rent
and satisfaction of all expenses paid to the Lessor hereunder.
3.2 The Lessee shall pay the Lessor the
rent specified in the Leased Items page. The installments, amount, denomination, foreign exchange rate, and payment date for each
installment shall be subject to the Leased Items.
3.3 Payment of rent for each installment
and other expense as specified herein is the essence of the Agreement. In case of late payment of rent for any installment or any
other required payment or any part thereof, the Lessee shall be liable for default and shall make an additional payment equaling
20% of annual interest rate for period starting on the date of default and ending on the date of repayment.
Section 4 Place of Use, Labeling and
Security of Leased Property
4.1 The Lessee shall place the leased property
in the place of use as specified in the Leased Items, and its relocation may not be made until written consent from the Lessor.
4.2 The Lessee shall separate any leased
property categorized as movable property from any other property, and the leased property may not be fixed at any other immovable
property or be attached or fixed to any other movable property without written consent from the Lessor.
4.3 Without consent from the Lessor, the
Lessee may not sell, sublease, transfer, make mortgage or treatment, or create lien on, the leased property or for any interest
in the Agreement, the leased property or its interest on the Agreement.
4.4 The Lessee shall maintain in good repair
any brand, logo, plate, label, post and legend appeared in the leased property, and may not remove, deface or clear them.
4.5 The Lessor or its authorized employee
has right of access to the place where the Lessor believes the leased property is located to examine the status of use of the leased
property any time within the business period without permission from the Lessee, and may exercises its rights as specified hereunder.
Section 5 Usage and Tax
5.1 The Lessee shall operate the leased
property in accordance with any guideline or rules prepared by the manufacturer to comply with applicable regulations set forth
by government agencies; in case of failure resulting in damage, destruction, forfeiture or seizure, the joint guarantor's liability
will not be exempted. all the obligations aforementioned are immediately due and the contracting party agrees to satisfy all obligations
owned to the Lessor without condition and indemnify the Lessor for losses incurred.
5.2 The Lessee shall bear any expense arising
out of use of the leased property including but not limited to taxes, sales tax on leased property, fees, penalties, fines, oil
fee and maintenance fee, and cost for required spare parts.
5.3 Where any leased property is imported
equipment, if the Lessee is required to pay additional duties or any other expense due to change of regulations or any other reason
after the Lessor clears account of costs and the rent starts to accrue, the Lessee shall unconditionally charge such additional
payment into leasing costs and immediately pay the Lessor.
Section 6 Maintenance, Improvement,
Alteration and Change
6.1 The Lessee shall at its own expense
maintain, repair and keep in good repair any leased property; it shall provide accessories, tools, and services required for maintenance,
and designate qualified staff to conduct maintenance.
6.2 Without written consent from the Lessor,
the Lessee may not make any alteration, change or additional parts to any leased property.
6.3 In the case that any part or accessory
attached to the leased property is replaced by the Lessee for any reason, the new one must be identical to the replaced one as
to their value and utility, and such replaced item shall be owned by the Lessor upon the date of replacement.
Section 7 Damage and Destruction
The Lessee shall be liable for damage or
permanent loss of useful value of any part of any leased property caused by its loss, stealing, destruction or damage, or its impairment
or loss of title due to forfeiture, confiscation, seizure, expropriation, or condemnation. Any payment obligation as provided herein
will not be deducted or exempted for circumstances stated above.
Section 8 Insurance
8.1 The Lessee shall insure any leased
property against risks; the coverage and the insurer shall be designated by the Lessor and the premium shall be borne by the Lessee;
its insurance policy must designate the Lessor as the insured and the beneficiary and stipulates that the insurer may not pay any
claim to the lessee or any third party except that the Lessor's interest in leased property is satisfied and the insurer has been
notified in writing. The Lessee may at its own expense insure any leased property against risks, and the insurance policy must
designate the Lessor as the insured and the beneficiary and the premium shall be borne by the Lessee.
8.2 The Lessor shall deliver a copy of
the insurance agreement to the Lessee and the Lessee is obligated to honor obligations provided therein.
8.3 In the case that any covered event
occurs, the Lessee shall notify the insurer and the Lessor, of such event within 24 hours, and prepare documents and go through
procedures required by the insurer.
8.4 In the case that any part of any leased
property is lost, stolen, destructed or damaged to the extent that the insurer is of opinion that such property is financially
unrecoverable, the insurance benefit paid by the insurer must be transferred to the Lessor to deduct the Lessee's obligation under
Section 3 hereof; in the case that such deduction is insufficient the Lessee shall satisfy the balance.
8.5 In the case that the Lessor, for purposes
of securitization or any other financing purpose, transfers to any third party the Agreement and any right or obligation thereunder
in part or in full, the Lessee agrees that the Lessor may notify the insurance company or go through relevant procedures which
change the beneficiary as such transferee under the insurance agreement which insures such leased property; and the Lessee further
agrees to assist the Lessor unconditionally or to do the same as related insurer requires.
Section 9 Lessor's Discharge from Liability
9.1 The Lessee agrees to assume any liability
of risk from using or utilizing any leased property.
9.2 The Lessee agrees to hold the Lessor
harmless against any damage, indemnification, expense or indebtedness arising out of design, manufacture, delivery, possession,
use, transfer or hand-over of any leased property.
9.3 The Lessor agrees that, to the extent
permitted by law, it will transfer to the Lessee its claim on warranty of the manufacturer or seller of any leased property.
9.4 The Lessor disclaims any representation
for, or any express or implied warranty of, merchantability or fitness or validity for a particular purpose and disclaim any liability
for any warranty in connection with any leased property.
9.5 Any leased property herein is chosen
by the Lessee of its own free will, and the Lessee promises to the Lessor with respect to its responsibility for maintenance, service
and valid use.
Section 10 Service Charge
Upon execution of the Agreement, the Lessee
shall pay the Lessor a service fee in cash or any other commercial note consented by the Lessor under the service procedures as
specified in the Leased Items; and the Parties agree that the Lessee may not claim a refund of such service fee for any reason.
Section 11 Breach
In case of any of the following circumstances,
the Lessor may terminate the Agreement and request return of any lease property and the Lessee shall immediately satisfy all rent
including rent for undue period, damages and any other expense:
11.1 Failure to satisfy indebtedness in
accordance with the Agreement, dishonoring of bill, or deterioration of financial position.
11.2 Filing for compromise, insolvency,
restructuring, winding up, or liquidation in accordance with bankruptcy law.
11.3 Any enforcement, provisional seizure,
preliminary injunction, or any other preservation of any leased property or any asset of the Lessee.
11.4 Announcement of forfeiture of material
assets due to criminal liability.
11.5 Lessee's disposition or transfer of
its material assets without consent from the Lessor.
11.6 Damage or destruction of leased property
provided, resulting in impairment of value or its net value is insufficient to cover claims and failure to refill despite delivery
of notice of refilling within specified period.
11.7 There is material breach in dealing
with financial institutions.
11.8 Upon death, his/her successor declares
entailment or abandonment of succession.
11.9 The Lessee fails to comply with or
perform any provision hereof.
In case of one of the aforementioned circumstances,
the Lessee shall, starting on the date of breach and ending on the date of repayment, pay a penalty equaling 0.05% of the amount
for breach each day.
Section 12 Miscellaneous
12.1 In the case that the Lessee neglects
to perform any right hereunder, resulting in any damage to the Lessor, the Lessee shall be liable for damages to the extent within
damage to the Lessor's interest.
12.2 The Lessee and its joint guarantor
shall issue a copy of promissory note to the Lessor as security. In case of any breach by the Lessee, the Lessee and its joint
guarantor agree to authorize the Lessor or any other holder to complete information of maturity date in person or exercise any
other right to complete such information in accordance with other laws concerning promissory notes; and the Lessor is authorized
to use such promissory note for repayment of any indebtedness in accordance with the Agreement in case of breach by the Lessee.
12.3 In case of breach by the Lessee, the
Lessor may dispose any leased property for indemnification without notice. If the Lessee has any other claim on the Lessor, the
Lessee agrees that the Lessor may directly conduct disposition or set-off regardless of whether repayment of such claim is due.
12.4 Save as stipulated herein, in the
case that the Lessee is indebted to the Lessor several obligations, where the Lessee's payment fails to satisfy all of its indebtedness,
the sequence of repayment for such obligations shall be determined by the Lessor at its discretion.
12.5 Any agreement and any book, voucher,
or instrument separately entered into by the Lessee and the Lessor, constitutes an integral part of the Agreement and is equally
binding under law with the Agreement.
12.6 The Lessee ant its joint guarantor
agree to allow the Lessor to collect, process and use their information in relation to the Agreement, including but not limited
to credit information obtained by query from the Joint Credit Information Center (JCIC) and receive such information on behalf
of them.
12.7 In the case that the Lessee has authorized
the Lessor to deliver to or receive from JCIC the Lessee's credit report, the Lessor is entitled to deliver to JCIC information
regarding agreements entered into between the Lessor and them including but not limited to essential information, credit information,
financial information, and so forth, and may collect, process and use their information in accordance with purpose of incorporation,
articles of association, and applicable laws. In accordance with purpose of incorporation, articles of association, and applicable
laws, JCIC may give their information to members who participate in and use credit information exchange or any government agency
which supervises any business engaged in finance lease or financial business.
12.8 The Lessee and the joint guarantor
fully understand and agree the Lessor reserves the right to approve the Agreement despite their identity verification having done
prior to the Agreement.
Section 13 Return of Leased Property
Upon termination of the Agreement, the
Lessee shall bear any risk and expense and recover any leased property to their original status, sent them to such place as designated
by the Lessor and return to the Lessor.
Section 14 Assignment and Hypothecation
14.1 The Lessee may not transfer to any
third party any right arising out of the Agreement or sublease, create encumbrance upon, or permit any third party to use or possess,
any leased property.
14.2 This Agreement shall be terminated
where the Lessor transfers to any third party its claim on any right or interest in the Agreement in part or in full, or provides
guarantee on mortgage on any leased property to any third party and that third party exercises right to mortgage and the Lessee
may not dispute such action; if exercise of such mortgage is for the reason caused by the Lessor and the Lessee is faultless, the
lessor shall be liable for resolution.
14.3 The lessee agrees that the Lessor
may, for purposes of securitization or any other financing purpose, directly transfers to any third party the Agreement and any
right or obligation thereunder in part or in full; however the Lessee may not do the same without prior written consent from the
Lessor.
Section 15 Lessee's Obligations
15.1 The Lessee hereby agrees that, its
obligation to pay rent and any other expense in accordance with the Agreement is, at all event, an absolute obligation without
any condition and the Lessee may not unilaterally terminate the Agreement; and the Lessee may not, for any reason, claim refund
in part or in full of any installment of rent and any other expense in accordance with the Agreement.
15.2 Where leased property is a transportation
vehicle, the Lessee shall employ qualified members with driver license and lawfully use it in accordance with applicable government
regulations; in case of occurrence of any accident, the Lessee shall be fully liable and make indemnification in full.
15.3 If the Lessor requires to review the
financial position of the Lessee or the joint guarantor, they shall send information, including but not limited to audited financial
statements, statement of income, schedule of liabilities, and schedule of assets as required by the Lessor, to the Lessor for review
upon their legal execution.
Section 16 Early Termination
If the Lessee desires to make early termination
of the Agreement and make repayment on a lump-sum basis, all rent undue must be paid; upon consent from the Lessor, the amount
of satisfaction for prior installments is the total of undue rent of each installment less total of interest at the rate on the
date of execution of the Agreement for 1-year term deposit declared by Taiwan Land Bank starting on the payment date of undue rent
of each installment and ending on the date of early satisfaction specified, or any other amount for termination as greed by the
Lessor.
Section 17 Joint Guarantor
17.1 The Joint Guarantor warrants that
the Lessee shall perform all provisions hereunder; in case of breach by the Lessee, the Joint Guarantor shall be jointly liable
for satisfaction and will abandon any defense in accordance with Section 24 of the Civil Procedures, Indebtedness Section and is
willing to be bound by the following:
17.1.1 The Lessee's liability for warranty
covers any rent, note amount, advanced payment, service fee arising out of lease by the Lessee, and any liquidated damages, interest,
late interest, costs, damages, and any other obligation subordinate to principal debts.
17.1.2 During the period of validity of
the Agreement, where the Lessee desires to make alternation to provisions of the Agreement with consent from the Lessor as the
Lessee thinks practical, the guarantor shall still be jointly and severally liable for her, whether the Insurer is notified or
not.
17.1.3 Where the Lessor may abandon security
interest provided by the Lessee or allow the Lessee to extend payment or replace any leased property or the assumption of debt
by any third party without consent of or notice to the joint guarantor, the joint guarantor may not make defense or disclaim its
liability for warranty for such reason.
17.1.4 In case of absence of any element
in the lease agreement or note, or incompletion of procedures or defective title on leased property, the joint guarantor shall
be still fully liable.
17.1.5 The joint guarantor's liability
may not be released until obtaining written consent from the Lessor.
17.2 If the Lessor is of opinion that credit
of the Lessee's joint guarantor is severally damaged or its capability to provide guaranty is insufficient, the Lessor may request
the Lessee to choose another joint guarantor accepted by the lessor for replacement and the Lessee may not decline such request.
Section 18 Choice of Law and Competent
Court
In the case that the Lessee or the joint
guarantor is foreigner or foreign entity, their obligations under the Agreement, creation, method and validity of their legal activities,
must be governed by the law of Republic of China. The Agreement shall be executed at the place where the lessor resides. In case
of any dispute arising out of the Agreement by the Lessee and the joint guarantor, they agree that Taiwan District Court shall
be the trial court as stipulated in the leased Items, provided that any law sets forth jurisdiction of such case, such law shall
prevail.
Section 19 Delivery
The place of delivery designated in the
Agreement shall be taken as accurate. In the case that the Lessee or the joint guarantor changes its name, organization, articles
of association, seal, legal representative, authority of legal representative, notice address or any other matter, they shall immediately
notify the Lessor of such change in writing and apply for change or deregistration of original seal. The original seal kept by
the Lessor will remain effective until the Lessor agrees to do the same. If the Lessee and the joint guarantor fails to perform
their duty of notice of change of address as stated above, where the Lessor givens any notice at the address specified in the Agreement
or the latest address of notice given by the Lessee and the joint guarantor, three days of such giving shall be deemed as legal
delivery.
Section 20 Transfer of Ownership of
Leased Property
Upon expiration of the lease period of
the Agreement and the Lessee pay off all rent and related taxes and fees without any breach, the Lessor shall agree to transfer
ownership of any leased property to the Lessee and the Lessee acquires such ownership upon the date of payment of rent, taxes and
fees.
Section 21. The Parties have executed
the Agreement in duplicate and each is provided with one copy.
FLA (L01)/2014.06
Leased Items
|
|
Name,
Label and Specification, Manufacturer, Unit and Quantity
|
|
1.
Leased Subject Matter
|
|
|
|
Name, Label, Specification, Type, Quantity, and Unit
|
|
|
|
|
|
|
|
|
Lens Bonder
|
FLB4450
|
FourTechnos
|
1
|
|
|
Auto-Die Bonder
|
FT-4110
|
FourTechnos
|
1
|
|
|
VCSEL PD IC Bonder
|
FDB4300
|
FourTechnos
|
1
|
|
|
Diebonder
|
FT-4110
|
FourTechnos
|
1
|
|
|
BERT
|
MP1800A
|
Anritsu
|
1
|
|
|
MRSI-605 Ultra-Precision Assembly Workcell
|
MRSI-605
|
MRSI
|
1
|
|
|
FINERLACER@lambda
|
lambda
|
FINEPLACER
|
1
|
|
|
Nd-Yag Laser Welding System / YS-1100
|
ADST
|
|
1
|
|
|
Nd-Yag Laser Welding System / YS-800
|
ADST
|
|
1
|
|
|
Nd-Yag Laser Welding System / YS-1100
|
ADST
|
|
1
|
|
|
Nd-Yag Laser Welding System / YS-800
|
ADST
|
|
1
|
|
|
Nd-Yag Laser Welding System / YS-1100
|
ADST
|
|
1
|
|
|
Nd-Yag Laser Welding System / YS-1100
|
ADST
|
|
1
|
|
|
Nd-Yag Laser Welding System / YS-800
|
ADST
|
|
1
|
|
|
Nd-Yag Laser Welding System / YS-1100
|
ADST
|
|
1
|
|
|
Nd-Yag Laser Welding System / YS-1100
|
ADST
|
|
1
|
|
|
VNA
|
MS4645B
|
Anritsu
|
1
|
|
|
AA-ARSL-100
|
AA-ARSL-100
|
Aurotek
|
1
|
|
|
AA-ARSL-100
|
AA-ARSL-100
|
Aurotek
|
1
|
|
|
Laser_welder
|
AA-ARSL-100
|
Aurotek
|
1
|
|
|
Laser_welder
|
AA-ARSL-100
|
Aurotek
|
1
|
|
|
Laser_welder
|
AA-ARSL-100
|
Aurotek
|
1
|
|
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Laser_welder
|
YS-800
|
ADST
|
1
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|
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Laser_welder
|
YS-800
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ADST
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1
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|
Laser_welder
|
YS-800
|
ADST
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1
|
|
|
Laser_welder
|
YS-800
|
ADST
|
1
|
|
|
Laser_welder
|
AA-ARSL-100
|
Aurotek
|
1
|
|
|
Laser_welder
|
YS-1100
|
ADST
|
1
|
|
|
Laser_welder
|
YS-800
|
ADST
|
1
|
|
|
Laser_welder
|
YS-800
|
ADST
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1
|
|
|
Laser_welder
|
YS-800
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ADST
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1
|
|
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AA-ASL-100
|
AA-ARSL-100
|
Aurotek
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1
|
|
|
AA-ASL-100
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AA-ARSL-100
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Aurotek
|
1
|
|
2.
Seller
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Applied
Optoelectronics, Inc., Taiwan Branch
|
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3.
Place of Use
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No.
18, Gong 4
th
Rd., Linkou District, New Taipei City 24452, Taiwan (ROC)
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4.
Lease Period
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5/27/2015
~ 5/27/2018
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5.
Service Fee
|
0
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6. Rent and payment
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Terms
|
Payment
Date
|
Amount
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Terms
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Payment
Date
|
Amount
|
|
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1
|
6/27/2015
|
$3,784,000
|
|
19
|
12/27/2016
|
$3,558,955
|
|
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2
|
7/27/2015
|
$3,771,498
|
|
20
|
1/27/2017
|
$3,546,453
|
|
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3
|
8/27/2015
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$3,758,995
|
|
21
|
2/27/2017
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$3,533,950
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|
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4
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9/27/2015
|
$3,746,493
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22
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3/27/2017
|
$3,521,448
|
|
|
5
|
10/27/2015
|
$3,733,990
|
|
23
|
4/27/2017
|
$3,508,945
|
|
|
6
|
11/27/2015
|
$3,721,488
|
|
24
|
5/27/2017
|
$3,486,443
|
|
|
7
|
12/27/2015
|
$3,708,985
|
|
25
|
6/27/2017
|
$3,483,940
|
|
|
8
|
1/27/2016
|
$3,696,483
|
|
26
|
7/27/2017
|
$3,471,438
|
|
|
9
|
2/27/2016
|
$3,683,980
|
|
27
|
8/27/2017
|
$3,458,935
|
|
|
10
|
3/27/2016
|
$3,671,478
|
|
28
|
9/27/2017
|
$3,446,433
|
|
|
11
|
4/27/2016
|
$3,658,975
|
|
29
|
10/27/2017
|
$3,433,930
|
|
|
12
|
5/27/2016
|
$3,646,473
|
|
30
|
11/27/2017
|
$3,421,428
|
|
|
13
|
6/27/2016
|
$3,633,970
|
|
31
|
12/27/2017
|
$3,408,925
|
|
|
14
|
7/27/2016
|
$3,621,468
|
|
32
|
1/27/2018
|
$3,396,423
|
|
|
15
|
8/27/2016
|
$3,608,965
|
|
33
|
2/27/2018
|
$3,383,920
|
|
|
16
|
9/27/2016
|
$3,596,463
|
|
34
|
3/27/2018
|
$3,371,418
|
|
|
17
|
10/27/2016
|
$3,583,960
|
|
35
|
4/27/2018
|
$3,358,915
|
|
|
18
|
11/27/2016
|
$3,571,458
|
|
36
|
5/27/2018
|
$3,322,413
|
|
7.
Place to Pay Rent
|
Where
the Lessor’s company resides
|
|
8.
Foreign Exchange Converter
|
Rent denominated in foreign currency
X Exchange rate issued by banks on the 7
th
day before rent payment date = NTD
Exchange rate issued by banks on the
7
th
day before rent payment date: shall mean spot selling rate of foreign exchange on the 7
th
day
starting on the 1
st
day before the rent payment date; where the 7
th
day is public holiday, memorial
day, or rest day, the 7
th
day shall be the banking day before public holiday, memorial day, or rest day.
|
|
9.
Competent Court
|
Taiwan District
Court
|
Contracting Parties
Party A:
Chailease Finance Co., Ltd.
Legal Representative:
|
Party B:
Applied Optoelectronics, Inc. Taiwan Branch
Proxy:
|
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Joint Guarantor:
|
Co-Guarantor Joint Guarantor:
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Address:
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Address:
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Tel:
|
Tel:
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Joint Guarantor:
|
Co-Guarantor Joint Guarantor:
|
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|
|
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Address:
|
Address:
|
|
|
|
|
Tel:
|
Tel:
|
|
|
|
|
Joint Guarantor:
|
Co-Guarantor Joint Guarantor:
|
|
|
|
|
Address:
|
Address:
|
|
|
|
|
Tel:
|
Tel:
|
__________________Year
of Republic of China
FLA (L01)/2014.06
Note payable to bearer on Year of Republic
of China
Chailease
Finance Co., Ltd.
or its nominee
New Taiwan Dollar 128,323,434
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This note is exempted from preparation of dishonoring certificate and obligation of
notice as provided in Section 89 of the Negotiable Instruments Act
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The annual interest rate is calculated
at 20% starting on maturity date
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The drawer of the note irrevocably authorize
the bearer, its agent, employee or its nominee to complete the maturity date and any other required information
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__________________Year
of Republic of China
2014/01 (CFC)