EXHIBIT
10.72


 


Comprehensive
Credit-Extension Agreement


No.(2001)YBCBC(105-2001-006)


 


Creditor:    Beijing
City Commercial Bank, Yuhaiyuan Road Branch (hereinafter referred to Party A)


Address: No.59, Fuxing
RD, Haidian District, Beijing 100036


Legal Representative:
Wang Jianliang


Tel.: 6821 4551


Fax: 6828 6861


 


Credit Receiver: 
UTSTARCOM (CHINA) LTD. (hereinafter referred to Party B)


Address: 11/F CNC
Manhattam Bldg, Dongcheng District, Beijing 100027


Legal
Representative: Lu Hongliang


Tel.: 65542030


Fax: 65542058


 


WHEREAS, In light of “Act
on Commercial Bank of People’s Republic of China”, “Contract Law” and “Interim
Administration on Authorization and Credit Extension of Commercial Bank”,
through equal negotiation under the principle of goodwill and equality, both
parties reach the Agreement as follows and agree it is binding on them both:


 


Chapter One: Maximum Credit Margin and Specific Credit
Margin


 


Article 1: At the duration of the credit extension, Maximum
credit extension margin Party B can apply for is SAY: RMB One Hundred
Million Yuan   (RMB 100,000,000
Yuan)            


 


Article 2: Within maximum credit extension margin, specific
credit margin regarding specific transaction is as such:


RMB:  1. Common loan: SAY RMB Fifty Million Yuan
(RMB 50,000,000Yuan)


            2. Discount of commercial invoice: SAY
RMB Fifty Million Yuan (RMB 50,000,000Yuan)


 


Chapter Two: Term of Credit Extension


 


Article 3: Validity term of maximum credit extension margin is:
from December 20 of 2001 to December 20 of 2002.


 

















 


Article
4:  Party A has the right to check up the usage
of the credit extension of this contract periodically. Party A has the right to
change the term of the credit extension provided that the issues set forth in
Chapter six occurred.


 


Chapter
Three: Usage of Maximum Credit Margin and Specific Credit Margin


 


Article
5: The credit
capital herein can only be used for the current capital loan and discount of
commercial notes.


 


Article 6: During the term of credit extension
agreed on in the Agreement and within the maximum credit margin, Party A may
apply to Party B for usage of specific credit extension on one lump sum or by
items on different occasions. In the event Party A think the application
complies with this contract by examination and its own determination, Party A
shall go through the relevant formalities with Party A.


 


Article 7: In the event Party B applies to Party A for loan,
Parties shall not otherwise sign the loan contract, the amount, term, interest
rate, species and usage of loan shall be accorded to the loan receipt.


         In the event Party B applies to Party A for other specific
credit margin other than set forth in article 2, Parties shall otherwise sign
the specific contract/agreement under the relevant credit extension (the
relevant credit extension hereinafter referred to as: “Other Specific
Transaction”; the specific contract/agreement hereinafter referred to as
“Specific Transaction Contract”).


         Any Specific Transaction Contract or loan receipt concluded
between Party A and Party B under every specific transaction is made a part of
and subject to this Agreement, together form a single integrated Agreement.


 


Article
8: Summation of
credit margin (that is the outstanding capital sum of debt) already used by
Party B shall not exceed the maximum credit margin. During the term of credit
extension, Party B may re-apply for the usage of the specific credit margin
under which the debt is paid up. The unused specific credit margin within the
term of credit extension shall be automatically cancelled on expiration of the
term of credit extension.


 


Article
9: Party B must
apply for using the credit margin within the term of credit extension. The
commencement of every credit margin shall not exceed the expiration date of the
term of credit extension, such expiration date includes such day of the changed
term of credit extension.


 


 

















 


Article 10: The Specific Transaction Contract or loan receipt
shall prevail if this contract conflicts with the Specific Transaction Contract
or loan receipt concluded by Party A and Party B.


 


Article 11:  The interest rate, expenses charged by Party A in
the business of bank accepted draft, comfort letter or letter of guarantee and
international trade financing etc., the discount rate, and the interest rate
and foreign exchange rate needed in the secured loan of import and export are
determined as follows by Party A and Party B:


 1 The interest rate of current capital loan
is base rate (4.875‰ per year, 4.65‰ per half a year)


 2. The discount rate of notes is 3.5‰.


 


Article
12: Within the term
of this contract, in the event the central bank adjusts the interest rate,
expense rate and the criteria of commission charge in the relevant businesses,
Party A and Party B shall re-determine the new rate and criteria of this
contract through negotiation.


 


 Chapter Four: Party
A’s Commitment


 


Article 13: Party A shall approve Party B’s application and
execute in due course pursuant to the Specific Transaction Contract or loan
receipt on the ground that Party B’s application for usage of credit margin complies
with this contract.


 


Article 14: Party A shall not take the liberty to adjust maximum
credit margin and term of credit extension to the extent of being unfavorable
to Party B, unless otherwise set forth in chapter six of this contract.


 


Chapter Five: Party B’s Commitment


 


Article 15: Party B shall use the capital in conformity with
law, Specific Transaction Contract or loan receipt and subject to Party A’s
examination at any time.


 


Article 16: During the term of credit extension, Party B
promises to duly provide Party A true financial statements, all of its banks of
deposit, accounts, balance held on deposits and credits and other related
financial materials.


 


Article
17: Party B shall
notify Party A in writing immediately in the event of the occurrence of any
affair threatening Party B’s ordinary operation and repayment obligation under
this contract.


 


Article 18:  Party
B shall give prior notice to Party A in the event that Party B conducts such 


 

















 


activities as merger,
division, acquisition, changing company style into company limited by share,
contract, lease, transfer, joint management, investment, applying for the
ceasing operation for consolidation, dissolution and bankruptcy, and other
activities which can affect the credit and debt under this contract or the
equity of Party A, otherwise Party B shall not carry out the above activities
before repaying all of the debt hereunder.


 


Article 19:  During the term of this contract, Party B shall notify Party A within 15 statutory
working days after change or modification in event of change of name, address
or legal representatives.


 


Article
20: Before
repaying all the debt hereunder, Party B shall not tender guarantee for the
Third Party beyond Party B’s liquidity. Party B shall notify Party A in writing
provided that Party B tendered guarantee for the Third Party.


 


Article 21: Party B promise to repay the principal and interests
of the debts due on schedule and pay all the expenses receivable due on
schedule.


 


Article 22: The average balance of each day at the account of
settlement opened at Party A shall not be less than 15% of the summation of
used credit margins.


 


Chapter
Six: Adjustment of Credit Margin


 


Article 23: In the duration of execution of this contract, Party
A has the right to adjust or terminate the credit extension (recall in advance
all the loan and cease making loans) in the event of the following:


1.               The State’s monetary policies undergo a
material change;


2.               There is occurrence or threatening
occurrence of grave financial risks in Party B’s area;


3.               The market relevant to Party B’s
transaction undergoes a material change;


4.               Party B is being or to be exposed to
grave transactional difficulties or risks;


5.               Party B undergoes material system
changes;


6.               The guaranty ability of guarantor in this
contract is substantially insufficient, or the security is lost or its value is
apparently decreased;


7.               Party B uses the fund under credit
extension or loan receipt in the manner contradicting with the provision
concerned;


8.               Party B loses its business credit
standing;


9.               Party B has such acts as property
transfer, flight of capital and debt evasion or other acts infringing Party A’s
interests;


 


 

















 


10.         Party B uses the fund in the manner
contradicting with the provision set forth in article 5 ;


11.         Party B breaks the promises set forth in
chapter 5;


12.         The occurrence of any other event or
situation has already caused or has the possibility to cause the deterioration
of

Party B’s ability to pay debts.


 


Chapter Seven: Security


 


Article 24: To ensure the prompt repayment of the debt under
this Agreement, the following means of security are adopted:


1. Surety: UTStarcom
(Hangzhou) Communication Co., Ltd.; which signed the Maximum Margin Guarantee
Contract with the contract no. as (2001)YBCBC(105-2001-006) “CEB Chao Max
Surety”.


 


Chapter Eight: Responsibility of breach


 


Article 25: After going into effect of this contract, Party A
and Party B shall execute the responsibilities under this contract, Specific
Transaction Contract or loan receipt. In the event any party does not execute
such responsibilities, such party shall undertake the relevant responsibilities
of breach and compensate the counter party all the losses caused by the breach.


 


Article
26: Party A has
the right to announce the mature of this contract, Specific Transaction
Contract or loan receipt in advance, and recall in advance any financing fund
under comprehensive credit margin in the event of Party B’s breach. Party B
shall pay all the losses caused by Party B’s breach to Party A.


 


Article 27: In the event
Party B does not refund the principals of loan and other credit capitals in the
term set forth in the loan receipt under this contract or Specific Transaction
Contract, Party A shall charge the punitive interest at the rate of 0.21‰ per day pursuant to the delayed
amount and time. In the event Party B does not use the loan and other credit
capitals as set forth, Party A shall charge the punitive interest at the rate
of 0.5‰ per day
pursuant to used amount and time.


 


Article 28: Party A has the
right to receive the compound interests for unpaid interests from Party B.


 


Article 29: Party A has the
right to deduct receivable principle of loan, interests, punitive interests 


 

















 


for delayed payment, compound interests and other expensive
receivable from Party B.


 


Chapter Nine: Force Majeure


 


Article 30: In the event any force majeure causes Party B fails
to execute the contract, Party B shall notify Party A within 3 legal working
day after the incurrence of the force majeure and provide the written proof
about such occurrence of force majeure issued by the local notarial department.


 


 


Chapter Ten: Settlement of Disputes


 


Article 31: Both Parties shall settle through friendly
negotiation any disputes arising out of or relating with the performance of
this Agreement. If negotiation fails, the jurisdiction of Party A shall
prevail.


 


Chapter Eleven: Effect, Change and Dissolution of the
Contract


 


Article
32: The contract
comes into force at the date both parties’ legal representative or main principals,
or the entrusted agents sign it and seal it by company chop.


 


Article
33: After the
effectiveness of this contract, any party shall not presume on change or
termination in advance of this contract. Parties shall make a consensus about
any change or termination and reach an written agreement.


 


Chapter Twelve: Appendix


 


Article 34: The appendix of this contract is: Nill


 


Article
35: The appendix
is an indiscerptible parts of this contract and has the same effectiveness with
the originals.


 


Chapter Thirteen: Miscellaneous


 


Article 36: Any notice given or made by telex and facsimile
shall be deemed to have been received at the date of transmission; if sent by
mail, shall be deemed to have received within 3 days after the date of mailing.


 


Article
37: Other issues
stipulated by parties: Nill


 


Article
38: Any term and
conditions which are not stipulated in this Agreement can be otherwise set
forth in writing.


 

















 


Article 39:  This Agreement has three originals with same effectiveness and Party A,
Party B and the guarantor respectively holds one.


 


Article 40: This Agreement is signed in
Beijing as of February 20, 2002.


 


 


 


 


	
  Party A(stamp)

  	
   

  	
  Party B(Stamp)

  
	
  Legal representative:

  	
   

  	
  Legal representative:

  
	
  (or entrusted agent):

  	
   

  	
  (or entrusted agent):

  



 








Translation Certification


 


I hereby certify that the
foregoing represents a fair and accurate English translation of the original
Chinese document.


 


Dated:  April 29, 2002


 


	
   

  	
  By:

  	
  /s/ Michael J. Sophie

  
	
   

  	
   

  	
  Michael J. Sophie

  
	
   

  	
   

  	
  Chief Financial Officer

  



 


 


 


 


 


 

















 


Beijing
City Commercial Banking Co., Ltd.


 


Maximum Amount Guaranty Contract


 


Serial number: (2001) bei
shang yin gao bao zi


No. (105-2001-006)


 


Guarantor:
UTStarcom (Hangzhou) Telecommunication Co., Ltd. (hereinafter referred to as
Party A)


Domicile: Building 2 and 3,
Yile Industrial Park, No. 129 Wenyi Road, Hangzhou, Zhejiang Province


Postcode: 310012


Legal Representative:
Wuying


Tel: 0571-88856112  88862342


Fax: 0571-88855203


Account Opening Bank:
Zhejiang Province Branch of Bank of China


Account Number: 4518252011617


 


Creditor:  Beijing City Commercial Banking Co., Ltd.,
Yuhaiyuan Road Branch (hereinafter referred to as Party B)


Domicile: 59 Yi Fuxing
Road, Haidian District, Beijing


Postcode: 100036


Legal
Representative/Person in Charge: Wang Jianliang


Tel: 68214551


Fax: 68286861


 


Party A voluntarily
provides security guaranty for all creditor’s right under the Comprehensive
credit granting Contract (hereinafter referred to as the principal contract)
which is numbered as (2001) Bei shang yin ZHONG SHOU zi No. (105-2001-006)
signed by UTStarcom (China) Co., Ltd. (hereinafter referred to as debtor) and
Party B of this Contract.


 


Party B agreed to accept
the security provided by Party A after examination. This contract is drawn up
in order to make clear the rights and obligations of both parties in accordance
with relevant laws and rules of the state.


 


 

















 


 


Chapter 1    Type and
Amount of the Principal


 Creditor’s Right to
be guaranteed


 


Article 1        The
type and amount of the principal creditor’s right guaranteed by Party A are the
type and amount of the principal creditor’s right under the principal contract,
and the maximum amount of the principal creditor’s right to be guaranteed is
the maximum credit granting amount agreed in the principal contract, that is
ONE HUNDRED MILLON RMB(writing in large form), 100,000,000 RMB(writing in small
form); foreign currency              


(writing in large form),             
 (writing in small form).


 


 


Chapter 2    Time
Limit for debt performed by debtor


 


Article 2        The
time limit for debt performed by debtor shall comply with what’s agreed in each
specific business contract or bill of debt under principal contract.


 


 


Chapter 3    Guaranty
Form


 


Article 3    The guaranty form of this contract is a
joint liability guaranty.


 


 


Chapter 4    Scope of security guaranty


 


Article 4      The
scope of security guaranty includes principal creditor’s right, interest,
overdue penalty interest, compound interest, contractual fine, payment for
damages, fees to realize creditor’s right (including but not limited to court
costs, attorney fees and business trip cost) and all other necessary fees which
are agreed in Article 1 under this contract.


 


 


Chapter 5    Duration
of Guaranty


 


Article 5         The duration of guaranty for Party A to bear guaranty
liability is 2 years, that is, within 2 years as of the expiration of expiry
date for debt agreed in each specific business contract or bill of debt. The
duration of guaranty of each specific business is calculated separately.


If the debt is
expirated in advance of time according to the principal 


 


 


 

















 


contract or
specific business contract, the advanced expiry date is regarded as the expiry
date of debt.


 


Chapter 6    Rights
and Obligations of Both Parties


 


Article 6 Rights
and Obligations of Both Parties:


6.1           Party A shall guarantee that it is a lawful Chinese
legal person or other organization according to laws of People’s Republic of
China and has the necessary capacity of civil rights and capacity of civil
disposition to sign and perform this contract;


6.2           Party A shall know and agree all articles of the
principal contract, voluntarily provides guaranty for Party B and all proposals
in this contract are truthful.


6.3           In case there is the third party providing another
guaranty, all guarantors shall be jointly and severally liable for the debt.
Party B may require any one of the guarantors to bear relevant security
liabilities.


6.4           Should the debtor pay all debts under the principal
contract and relevant specific business contract or bill of debt on schedule,
then Party A may not bear the security liabilities under this contract any
more.


6.5           If principal creditor’s right amount guaranteed by
Party A is not increased, the modification of the principal contract by debtor
and Party B through agreement needs not obtain Party A’s consent and Party A
shall not be exempted from joint and several liability for the amendment.


6.6           During the performance of this contract, if the
People’s Bank of China adjusts loan interest rates, it shall be performed
according to the regulations of the People’s Bank of China, which shall not be
regarded as the modification of the principal contract and this contract. Party
B is not required to notice Party A and Party A shall continue to bear the
security liability.


6.7           Party A shall ensure that its credit information,
financial report and other materials, documents are truthful, legal and valid;


6.8           In case the debtor fails to pay debt according to
what’s agreed in specific business contract or bill of debt, Party B may ask
Party A to bear security liability and Party A shall pay Party B on the date of
receiving Party B’s written notice without delay.


6.9           When performing its security liability, Party A shall
pay to Party B according to the following sequence except as otherwise agreed
upon in this contract: (1) fees to realize the creditor’s right; (2) payment
for damages; (3) contractual fines; (4) compound interest of principal
creditor’s right; (5) overdue interest penalty for principal creditor’s right;
(6) interest of principal creditor’s right; (7) the principal of principal
creditor’s right.


 

















 


6.10     Should Party A fails to perform the security liability
agreed in Article 6.8 of this contract, Party B may deduct directly from any
accounts opened by Party B or exercise right of disposition of Party A’s
property or property right lawfully possessed and managed by Party B to off the
debtor’s right guaranteed by Party A.


6.11       During the period of validity of principal contract,
Party A shall take measures actively to realize its security liability and
inform Party B within 3 statutory working days if it is under any of the
following circumstances:


(1)         Litigation, arbitration involving Party
A, or other events which may have an effect on its capacity of guaranty;


(2)         Party A modify its name, domicile or
legal representative;


(3)         Merger, division, annexation, stock
system reform, contracting out, leasing, capital transfer, economic
association, investment, application for closing down for rectification,
application for dissolution, application for bankruptcy or other changes occurs
to Party A.


6.12        Should Party B and the debtor sign specific credit
granting contract or bill of debt under the specific credit business of
principal contract, it is not necessary to inform Party A.


6.13        Party B has the right to investigate and check Party
A’s business and property situation and Party A shall coordinate actively and
provide relevant materials to Party B without delay.


 


 


Chapter 7   Liability
for Breach of Contract


 


Article 7         Both parties shall perform the obligations prescribed
by this contract after the effectiveness of it. Should either party fails to
perform or partially perform the obligations prescribed by this contract, that
party shall bear relevant liabilities for breach of contract and compensate for
losses therefor.


 


 


Chapter 8    Force
Majeure


 


Article 8      Should
Party A be prevented from executing its obligations by force majeure, Party A
shall notify Party B within 3 statutory working days from the occurrence date
of force majeure and thereafter provide a written document for evidence about
the occurrence of force majeure issued by the local public notary organization.


 

















 


Chapter 9   
Settlement of Dispute


 


Article 9      Any
disputes arising from the execution of the contract, the contract shall be
settled through consultations between both parties. In case no settlement can
be reached through consultations, the parties may seek recourse to the law
court of the district of Party B’s domicile.


 


 


Chapter 10   Validity,
Alteration and dissolution of the Contract


 


Article 10          This contract shall go into effect upon signature and
official seal by legal representatives/ persons in charge or entrusted agents
of both parties.


Article 11          This contract is separate from the principal contract
and does not become invalid because of the invalidity of the principal
contract.


Article 12          Neither party shall alter or dissolve this contract
ahead of time arbitrarily. When any alteration or dissolution is necessary, a
written agreement shall be reached through consultations between both parties.


 


 


Chapter 11    Appendix


 


Article 13  The appendix of this contract includes none.


Article 14  The appendix of this contract is an
inseparable part of this contract and are equally valid as the main body of the
contract.


 


 


Chapter 12    Supplementary
Provisions


 


Article 15          Notices agreed in this contract shall be made in the
form of telegram, fax and once they are sent out it is regarded as delivered;
where the notice is made in a letter, it is regarded as delivered within 3 days
from the date of mailing.


Article 16          other matters agreed by both parties: none


Article 17          “The
specific business contracts” called in this contract refer to the contract or
agreement signed separately by debtor and Party B on each specific credit
granting business during credit granting period.


Article 18          As to the uncovered matters of this contract, both
parties may agreed upon separately and reach written agreements.


 

















 


Article 19          The original of this contract has three copies. Party
A, Party B and debtor holds one respectively and they are equally valid.


Article 20          The contract is signed in Hangzhou, Zhejiang Province
by both parties on 20 February 2002.


 


 


 


	
  For Party A:

  	
   

  	
   

  
	
  Legal Representative:

  	
   

  	
  (seal)

  
	
  (or Entrusted Agent)

  	
   

  	
  (signature)

  
	
   

  	
   

  	
   

  
	
  For Party B:

  	
   

  	
   

  
	
  Legal Representative:

  	
   

  	
  (seal)

  
	
  (or Entrusted Agent)

  	
   

  	
  (signature)

  



 


 

















 


Translation
Certification


 


I hereby certify that the
foregoing represents a fair and accurate English translation of the original
Chinese document.


 


Dated:  April 29, 2002


 


	
   

  	
  By:

  	
  /s/ Michael J. Sophie

  
	
   

  	
   

  	
  Michael J. Sophie

  
	
   

  	
   

  	
  Chief Financial Officer