Exhibit 10.14


 


Credit
Facility Agreement 


of



Mega
International Commercial Bank


 


Reference number: zhaodunyuezi no. A102322


Client: Applied Optoelectronics, Inc., Taiwan
Branch


 


Applied Optoelectronics, Inc., Taiwan Branch
(the “Borrower”) and Mega International Commercial Bank (the “Bank”) hereby agree that the Borrower shall
be bound by the following terms and conditions for all the credit granting transactions with the Bank.


 


General conditions


 


Article 1: Scope of Application


 


This Agreement sets forth the general terms
and conditions of all the credit granting transactions between the Borrower and the Bank, and unless otherwise provided by any
other agreements, shall apply to all the credit facility granted hereunder. This Agreement shall come into effect upon being executed
and returned to the Bank by the Borrower.


 


Article 2: Definition of Bank


 


For the purpose of this Agreement, the Bank
includes the general management department and the branches thereof.


 


Article 3: Scope of Indebtedness


 


The indebtedness under this Agreement refers
to all the bills, loans, advance payments, securities or other debts owed by the Borrower to the Bank, including the interest,
late payment interest, default penalty, damages and any other expenses payable by the Borrower.


 


Article 4: Adjustment of the Amount and
Extension Date


 


With respect to any loan to be granted to the
Borrower, if the Bank is short of cash or the extension of such loan would make the Bank in breach of laws, the Bank may adjust
the extension date and the amount of such loan, provided that any non-extended loan for which the undertaking fee has been paid
by the Borrower shall be returned by the Bank in proportion to the amount of such non-extended loan.


 






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Article 5: Delivery of Documents


 


Any repayment request or notice given by the
Bank hereunder to the Borrower shall be deemed to have been made when such request or notice has been delivered to the address
most recently provided by the Borrower. In the event that the recipient or its agent fails to notify the Bank of any change of
such address, or the Bank fails to deliver any of its request or notice to the address most recently provided by the Borrower for
any other reasons, such request or notice shall be deemed to have been received by the recipient after a reasonable mailing period
from the date the Bank delivers such documents to the post office.


 


Article 6: Calculation of Interests


 


The Borrower shall pay interest to the Bank
per month for all the loans extended by the Bank at the rate set forth in the relevant credit agreement. In the absence of such
rate, the base interest rate published by the Bank on the date its creditor’s right occurs shall apply.


 


Article 7: Non-responsibility for
Verification of Seal


 


With respect to any bills issued, or secured
or endorsed by the Borrower for the credit granted by the Bank, if the seal of the Borrower is stolen without the Bank being aware
of it or the seal is forged and the Bank has performed to the largest extent its duty of care, the Applicant shall indemnify the
Bank against any losses suffered by the Bank. With respect to the certificate of indebtedness, letter of guarantee or other documents
held by the Bank for the credit granting, if the Bank can prove that it has provided the loan to the Borrower or issued a letter
of guarantee to the beneficiary pursuant to the credit agreement, the Borrower shall not deny the existence of the credit relationship
on the excuse of the seal of the Borrower being forged or stolen. The Borrower shall inform in writing the Bank of any change of
name, organization, articles of association, person in charge, or any other changes which may have material impact on the operation
of the Borrower, and provide the Bank with the application for changing or deregistering the seal. The Borrower shall assume the
full liability for any transactions with the Bank before it informs the Bank of such changes. Before the Borrower obtains the approval
of the Bank and completes the formality for changing or deregistering the seal, the seal kept by the Bank shall remain valid. The
Borrower shall be fully liable for any consequences in connection with the use of the original seal in any transactions with the
Bank. The above provisions shall apply to any losses caused by the original seal being stolen or forged.


 






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Article 8: Assumption of Risks related
to defacement or loss of Bills


 


In the event that any bills, evidence of debt
or any other supporting documents issued, endorsed, accepted or secured by the Borrower evidencing the indebtedness owed to the
Bank are defaced or lost due to any accidents, force majeure or any other reasons not attributable to the Bank, or such bills,
evidence of debt or other debt certificates are altered other than in connection with the gross negligence of the Bank, unless
the Borrower can prove that any book account, voucher, computer generated documents or correspondence of the Bank contains mistakes,
which mistakes shall be corrected by the Bank, the Borrower shall fully acknowledge all the information recorded in such documents
and undertake to repay all the costs, default penalty, principal and interest when due.


 


Article 9: Loss of term rights


 


		1.	In any of the following circumstances, the Bank may reduce at any time the line of
credit or shorten the term of the loan granted to the Borrower or deem such loan immediate due and payable without giving prior
notice or reminder letter:



  


		(1)	the Borrower fails to repay the principal of any debt when due;



		(2)	the Borrower petitions for compromise, bankruptcy, reorganization according to the Bankruptcy Law,
receives the refusal notice from the clearing house, is wound up or liquidates its debts;



		(3)	the Borrower fails to perform its obligation to provide security;



		(4)	the Borrower dies and his successor declares limited succession or abandons inheritance;



		(5)	the property of the Borrower is declared to be confiscated due to any criminal offence;



 





		2.	In any of the following circumstances, the Bank may reduce at any time the line of credit
or shorten the term of the loan granted to the Borrower or deem such loan immediate due and payable by giving a reasonable prior
notice or reminder letter:



  


		(1)	the Borrower fails to repay the interest of any debt when due;



		(2)	the collateral of the Borrower is attached, lost, devalued or is unable to cover the secured claim;



		(3)	the purpose of the funds provided by the Bank is not consistent with that authorized by the Bank;



		(4)	the Borrower is subject to enforcement or provisional attachment order, provisional injunction,
or any other preservation measures,



 






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Article 10: Inspection of Property and
Disposal of Documents


 


The Borrower shall be subject to the supervision
of the purpose of the credit, the inspection of the business and finance and the examination and control of the collateral by the
Bank, and shall provide the Bank with direct access to any relevant account books, financial statements (including the consolidated
financial statements), vouchers and documents. The Bank may also, if necessary, require the Borrower to provide such credit checking
materials or the financial statements audited by an account firm acceptable to the Bank on a regular basis, and require such account
firm to provide the working paper and deliver a copy of such financial statements to Joint Credit Information Center by giving
notice to the Bank. In the event that the Bank believes that any financial statements or any other documents submitted by the Borrower
to the Bank contain false information, the Borrower shall be deemed in breach upon notice from the Bank. However, the Bank is not
obligated to make such supervision, inspection, examination, control or review. In the event that the Bank believes that the financial
structure of the Borrower needs to be improved, it may require the Borrower to effect such improvement.


 


The Borrower agrees that the Bank may provide
the Borrower’s creditworthiness report issued by the Bank, credit facility documents (including records of delay in payment,
reminder letter and bad loan), the Borrower's financial documents, paper credit materials, individual credit materials, credit
card (including IC card and magnetic stripe card) materials and the credit materials of credit card’s appointed stores, as
well as any other documents related to credit facility, to the Small and Medium Enterprise Credit Guarantee Fund (SMEG) or any
organization appointed by the SMEG, for collection, computer processing, use and international transmission, and to Joint Credit
Information Center for filing. The Borrower agrees that Joint Credit Information Center may provide such materials and documents
to any of its member agencies.


 


Article 11: Setoff Right


 


Regardless of the maturity date of any debt
or claim, the Bank shall have the right to dispose of all the deposits and creditor's rights of the Borrower against the Bank (excluding
check deposit) and apply such proceeds toward payment of the Borrower's debt. The Borrower acknowledges and agrees that in case
of any default under any deeds between the Bank and the Borrower, if the Bank intends to reduce the line of credit or reduce the
term of the loan or declare that such loan becomes immediately due and payable, then the deposit check executed between the Borrower
and the Bank shall automatically become invalid, in which case, the Bank will immediately return the remaining amount and apply
such amount to be returned toward payment of any of the Borrower's debts. The above setoff provision requires that the setoff will
immediately come into effect when such setoff is recorded in the book account, and any deposit receipts, books, checks or any other
certificates shall become invalid to the extent of such setoff.


 






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Article 12: Setoff Priority


 


In the event the proceeds are not sufficient
to cover all the debts owed to the Bank and the method and order of such setoff shall be subject to the Civil Act, provided that
the default penalty


 


Article 13: Assumption of Expenses


 


In the event that the Borrower is the subject
to a litigation due to failure to perform its obligations, the Borrower agrees that the credit investigation expenses, storage
cost, legal fee (to the extent of the amount paid to the attorney engaged by the Bank if it is unable to litigate on its own) and
any other necessary costs incurred by the Bank in exercising or preserving its claims against the Borrower shall be borne by the
Borrower, unless the court decides that there is no creditor's right against the Borrower.


 


Article 14: Entrustment


 


The Borrower agrees that in light of the business
need, the Bank may entrust its business to any other organizations pursuant to the Finance Department, and may provide such entrusted
organization with relevant material, provided that such entrusted organization shall be bound by the relevant laws and regulations
and the confidentiality obligation when processing through computer or use any materials of the Borrower. The Borrower may consult
with the Bank in respect of the type of information to be disclosed to such entrusted organization and the name of such entrusted
organization.


 


Article 15: Competent Jurisdiction


 


The undersigned agree that the _______
District Court or the Taipei District Court, Taiwan will be the court of first instance having jurisdiction over all actions arising
from or in connection with the indebtedness owed by the Borrower to the Bank.


 


Special Provisions 


 


Article 16


With respect to the debts guaranteed by the
Borrower, if the main debtor does not perform its contractual obligations and the Bank deems it necessary to allow the main debtor
to defer or amortize the payment upon request by such main debtor, it shall notify in writing the Borrower, in which case, the
Borrower agrees to continue to perform its guarantee obligations as to all the debts after the written notice of the Bank is given
or deemed given.


 






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Article 17


In any of the following circumstances, the
Bank may reduce at any time the line of credit or shorten the term of the loan granted to the Borrower or deem such loan immediate
due and payable without giving prior notice or reminder letter:


(1) the Borrower provides any untrue financial
report or materials to the Bank, resulting in the mistaken assessment by the Bank, thus causing the Bank make mistakes in its assessment,
or intentionally hide or misrepresent any facts in dealing with the Bank, thus causing the Bank make mistakes;


(2) any permit or license used by the Bank
to authorize the purpose of any fund is suspended or revoked;


(3) any capital authorized by the Bank is used
in Mainland China.


 


Article 18


 


In any of the following circumstances, the
Bank may reduce at any time the line of credit or shorten the term of the loan granted to the Borrower or deem such loan immediate
due and payable by giving a reasonable prior notice or reminder letter:


(1) any bills used by the Borrower or its person
in charge is not honored and no registration is made;


(2) any bill provided by the Borrower for repayment
is not accepted;


(3) the Borrower delays in payment of its debt
owed to any financial institution;


(4) the Borrower puts any of its property under
custody of a third party without the approval of the Bank;


(5) the Borrower neglects to take out or renew
any proper fire insurance (including the earthquake insurance) for the collateral;


(6) the Borrower is merged into or with any
other company or is split or reduces its registered capital;


(7) the Borrower is in breach of any provisions
of this Agreement.


 


Article 19


In the event that the Borrower allows the Bank
to put under custody or transfer any claims (including the creditor's rights guarantee) against the Borrower to a third party pursuant
to the applicable regulations on securitization of financial assets, the Bank may adopt the public announcement as set forth in
such regulation in lieu of giving a transfer notice.


 


Article 20


 


The Borrower agrees that the Bank may, for
the purpose of such transfer, provide the relevant creditor's rights documents to such transferee and debt value inspector, provided
that the Bank shall procure such persons to comply with the Bank Law, Computer processing protection law and any other applicable
laws, and shall not disclose such information to any third party.


 






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Article 21


 


The Borrower x
agrees □ does not agree that the Bank may disclose
or transfer any of its clients accounting, credit, investment or insurance documents held by or filed with the Bank, to Mega Financial
Holding Co., Ltd and any subsidiaries thereof listed below and selected by the Borrower by checking a box, for the purpose of advertisement,
marketing or provision of service, provided that such holding company or subsidiary shall take any necessary confidentiality measure
to protect such documents (if the Borrower does not select "agree", or selects "agree" without selecting the
subsidiaries which may use such materials, or the seal page is left blank or the seal is not compliant, the Borrower shall be deemed
to have selected "does not agree":


 


□ Mega Securities Co. Ltd.


□ Chung Kuo Insurance Company


□ Mega Bills Finance Co. Ltd.


□Mega Life Insurance Agency Co. Ltd.


□Mega International Investment Trust
Co., Ltd.


□Mega Asset Management Co., Ltd.


□Mega Venture Capital Co., Ltd.


□All of the above companies


Even if the Borrower accepts this article,
it can disagree at any time in the future by telephone, in writing or dealing in person with the Bank, thereupon, the Bank will
notify Mega Financial Holding Co., Ltd and the selected subsidiaries to not to send any materials and exchange of client's documents.


 


Article 22


 


This Agreement is signed and sealed by the
Borrower in person. Any future credit facility agreement between the Borrower and the Bank affixed with any of the signature or
seal of the Borrower will be valid.


 






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The Borrower hereby represents that it has
read and is fully aware of the provisions of this Agreement before executing this Agreement.


 


Borrower: Applied Optoelectronics, Inc., Taiwan
Branch


Reference number: 28410552


Responsible person: Thompson, Lin


Identity card number:


 


	By:	/s/ Chih-Hsiang (Thompson) Lin
	 	(By seal)
	 	 
	By:	/s/ Applied Optoelectronics, Inc.
	 	(By corporate seal)






 


Date : December 20, 2013


Address: 7F.-1,NO.700, Jhongjheng Rd., Jhonghe
District , New Taipei City 23552, Taiwan


 


 


 


 


 


 


 


 


 


 


 


 


 






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