Exhibit
10.22


 


Loan
Agreement


 


(Used for Short-term,
Medium-term, and Long-term Loan)


 


This Loan Agreement (the “Agreement”) is made and entered into by SemiLEDs
Optoelectronics Co. Ltd., represented by Chairman Trung Doan (hereinafter the “Borrower”) and the guarantor who shall act
as a joint and several guarantor for the Borrower (hereinafter the “Guarantor”, and the Guarantor and the
Borrower hereinafter collectively the “Obligors”)
for application of the loan facility from E. Sun Bank (hereinafter the “Bank”). In addition to comply with the
Credit Facility Agreement, the Joint Guarantee Agreement and other agreements
entered into with the Bank, The Obligors agree to comply with the terms and
condition as follows:


 


1.               The Borrower may apply loan to the Bank
in accordance with the Agreement during the term from January 13, 2009 to
January 13, 2010 (the “Term”).
The loan line is set at NTD 63,700,000. The first take-down shall be made on or
prior to May 13, 2009; otherwise the Agreement shall promptly expire.


 


2.               The take-down and the lending period
should be made in accordance with (2) of the follows:


 


(1)          If the one time take-down is made during
the Term set forth in Article 1 of the Agreement, the Borrower may not
make another take-down. The lending period is totally
       years and
       months calculated from    /date
to   /date.


 


(2)          The Borrower may make multiple take-downs
during the Term set forth in Article 1 of the Agreement. However, the
lending period of each take-down may not exceed fifteen (15) years. When the
line of the take-down is used, it may not be revolved after each take-down has
been paid off. The Borrower should provide the take-down application indicating
the intended sum of the loan, and the loan will be released accordingly upon the
Bank’s agreement. The lending period shall be indicated on the take-down
application.


 


(3)          When the revolving take-down is made, the
maximum lending period of each revolving take-down may not exceed
        . The Borrower should provide
the take-down application indicating the intended sum of the loan, and the loan
will be released accordingly upon the Bank’s agreement. The lending period
shall be indicated on the take-down application.


 


3.               The Borrower agrees that the loan is
deemed received when the Bank released each loan fund into the bank account
that the Borrower opens with the Bank, or the drawdown made by the Bank upon
the instruction of the Borrower.


 


4.               The interests of the loan accrued shall
be calculated in accordance with (5) below:


 


(1)          From the date of the loan, the interests
accrued shall be calculated based on the markup base annual interest rate at
       %, (the current annual interest rate is
       %). This markup interest rate shall be
adjusted in accordance with the Bank’s adjustment to its base annual interest
rate.


 

















 


(2)          From the date of the loan, the interests
accrued shall be calculated based on the fixed deposit interest rate marking up
annual interest rate of 1 %, (the current annual interest rate is 1.9 %). This
markup interest rate shall be adjusted in accordance with the Bank’s adjustment
to its fixed deposit interest rate.


 


(3)          From the date of the loan, the interests
accrued shall be calculated based on the fixed annual interest rate of
       %.


 


(4)          From the date of the loan, the interests
accrued shall be calculated based on the annual interest rate indicated in the
take-down application.


 


(5)          From the date of the loan, the interests
accrued shall be calculated based on the fixed deposit interest rate marking up
annual interest rate of 0.55 %, this markup interest rate shall be adjusted in
accordance with the Bank’s adjustment to its fixed deposit interest rate.
However after the markup, the interest rate may not be lower than 1.65% of the
annual interest rate


 


5.               The illustration of pricing of the base
interest rate and the fixed interest rate index


 


I. Base Interest Rate


 


(1) Pricing Basis: interest rate = last three
financial arithmetic mean of the overnight call rate + a certain percentage,
“the financial industry last three months the arithmetic average of the
overnight rate,” being based on the financial sector of the arithmetic mean of
the overnight rate announced by the “Inter-bank Call Center”,  “a certain percentage of” being set by
reference to capital costs, operating costs, and interest rate risks and other
factors of the Bank, which the Bank may review and adjust as the market
changes.


 


(2) Rate sampling: based on the financial sector
of the arithmetic mean of the overnight rate announced by the “Inter-bank Call
Center’ for the three full months before the date of adjustment (rounded to
take to the second decimal).


 


(3) Adjustment Frequency and Method:


 


o(a) base interest rate regularly
adjusted once every three months, adjustment date being annual 3 / 23, 6 / 23,
9 / 23, 12/23 (as adjusted on a holiday, a next business day serving as an
adjustment date).


 


Adjustment Frequency Compiled Table


 


	
  Adjustment time

  	
   

  	
  3/23

  	
   

  	
  6/23

  	
   

  	
  9/23

  	
   

  	
  12/23

  
	
  Available period

  	
   

  	
  3/23-6/22

  	
   

  	
  6/23-9/22

  	
   

  	
  9/23-12/22

  	
   

  	
  12/23-3/22

  
	
  Sampling Date

  	
   

  	
  12/1-2/29

  	
   

  	
  3/1-5/31

  	
   

  	
  6/1-8/31

  	
   

  	
  9/1-11/30

  



 


o(b) base interest rate regularly
adjusted once each month; the adjustment date is 23th every month (as adjusted
on a holiday, a next business day serving as an


 

















 


adjustment date).


 


(4) In case of occurring significant force
majeure factor (for example sampling organization having merged, being
eliminated, or being unable to provide financial sector overnight call rate
etc.), the Bank shall change the pricing basis of the base interest rate.


 


II Fixed Deposit Interest Rate Index


 


(1) Pricing Basis: fixed deposit interest rate
index is set in accordance with the average base of “one-year fixed-rate
regular savings deposits” of the sample reference banks among the Bank of
Taiwan, Zhanghua Bank, Hua Nan Bank, First Commercial Bank,  Taiwan Cooperative Bank, Land Bank, Mega
International Commercial Bank, Cathay United Bank, Taiwan Small and
Medium-sized Enterprise Bank and Chinese Trust Commercial Bank and other
well-known reference samples selected banks ( which shall be based on the Bank
website announcement when appropriating the fund).


 


(2) Adjustment Frequency and Method:


 


o (a) fixed deposit rate index
adjusted once every three months, adjustment date for each of the 2 / 21, 5 /
21, 8 / 21 and 11/21 (as adjusted on a holiday, a next business day serving as
an adjustment date), sampling date for the adjustment from the 11th date to 17th date of the same month for average interest
rate as a basis, the time being based on the announcement made by the Central
Bank on that day. Index is subject to the second decimal point, rounding the
third decimal point.


 


Adjustment Frequency Compiled Table


 


	
  Adjustment time

  	
   

  	
  2/21

  	
   

  	
  5/21

  	
   

  	
  8/21

  	
   

  	
  11/21

  
	
  Available period

  	
   

  	
  2/21-5/20

  	
   

  	
  5/21-8/20

  	
   

  	
  8/21-11/20

  	
   

  	
  11/21-2/20

  
	
  Date collected

  	
   

  	
  2/11-2/17

  	
   

  	
  5/11-5/17

  	
   

  	
  8/11-8/17

  	
   

  	
  11/11-11/17

  



 


x
(b) fixed deposit rate index adjusted once every month, adjustment date
for each of the twentieth date (as adjusted on a holiday, a next business day
serving as an adjustment date), sampling date for adjustment from the twenty
first date of a month to the twentieth date of a next month for average
interest rate as a basis, the time being based on the announcement made by the
Central Bank on that day. Index is subject to the second decimal point,
rounding the third decimal point.


 


(3) If there is one of the following
circumstances, the Obligors agree that the Bank may change the full set of
sample reference banks of the fixed deposit rate index, and replace them with
other domestic banks.


 


(a) When the sample reference banks have merged,
are merged, eliminated, closure, bankruptcy, reorganization or has one of the
circumstances of having been ordered to suspend business, being regulatory, and
being taken over, according to Article 62 of the Banking Act.


 


(b)  One of the sample reference banks stops a
sale of one-year periodic deposit 


 

















 


products with fixed rate.


 


III 
Announcement: the adjusted base rate and fixed deposit rate index will
be published on the board of “ deposit/loan rate table ” of various business
units of the Bank and the Bank website (www.esunbank.com.tw).


 


6.               Payment of the principal and interests
should be made to the Bank in accordance with (3) of the follows:


 


(1)          Interests monthly paid, principal paid
when due.


 


(2)          Interests monthly paid, principal paid
by     monthly or     quarterly.


 


(3)          Principal and interests are monthly paid
in compliance with the annuity method; when floating interest rate is applied,
the Borrower agrees that the interests accrued be adjusted according to the
floating interest rate.


 


(4)          During the grace period from the date of
the loan to
             /date,
only the monthly payment of the interests accrued should be paid.  After the grace period expires, the principal
and interests shall be paid monthly in compliance with the annuity method. When
floating interest rate is applied, the Borrower agrees that the interests
accrued be adjusted according to the floating interest rate.


 


(5)          (blank)


 


7.               When the Borrower defaults on paying off
the principal, the Borrower shall pay the delay interest according to
Article 4; When the Borrower defaults on paying off the principal or its
interest within six months , the delay interest is ten percent, beyond six
months, the penalty being twenty percent. The Obligors shall be jointly and severally
responsible for the necessary expenses arising from respective claim of
enforcement under the Agreement by the Bank.


 


8.               The Borrower hereby authorizes the Bank
to automatically transfer the deposit from the account number 1126-940-001286
of the demand deposit as opened by the Borrower in the Bank to set off the loan
and its related expenses (including principal, interest, liquidated damages,
fees, insurance premiums, the enforcement of the claims and attorneys fees
etc.), by using automated equipment or by the Bank from any of the persons
entitled to sign deposit withdrawal certificate, without the bank book,
withdrawal slip or check of the Borrower, which shall be processed in
accordance with the regulations of the Bank, and before all the debts are paid
off, the Borrower shall not settle the said deposit account and the Agreement
shall serve as a proof of the authorization.


 


9.               The Guarantor shall be jointly and
severally liable for the principal, interest, delay interest, penalty, damages
and other subordinate claims which the Borrower is liable under the Agreement.
The Guarantor shall not withdraw from its obligation as a guarantor. Failure to
sign on the take-down application by the Guarantor may not be used as an excuse
to refuse to perform as a guarantor.


 


10.         The performance place of this Agreement
is located in Hscinchu bench of the Bank. Both parties agree that Taiwan Taipei
District Court or Hsinchu District 


 

















 


Court be the forum should
the suit involves the Agreement is initiated.


 


To: E. Sun Bank


 


The Obligors hereby agree and sign the Agreement and
declare their thorough understanding of the contents of the Agreement after
reviewing for reasonable time.


 


The Borrower: SemiLEDs Optoelectronics Co. Ltd.


 


(Original Stamp):


 


Responsible Person: Trung Doan


 


Address: 3-4F, No. 11 Ke Jumg Rd., Chu-Nan Site,
Hsinchu Science Park, Chu-Nan 350 Miao-Li County, Taiwan, R.O.C.


 


 


	
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Date : July 22nd, 2009


 

















 


Credit Facility No.: 001455


 


Stamp:                            
     Handled by:
                    
          Cross Reference:


 

















 


Promissory
Note


 


Pay to the order of E.Sun Bank or its
designator                
without conditions


 


1. The interest is paid monthly from the date of the
promissory note, calculated byo base rateo
monthly base ratex ARM per month adding 0.55% annual interest rate (the
markup interest rate being no less than 1.65%) on oa
fixed basisx a
variable basis. If the interest rate is paid on a variable basis, the
above-mentioned interest rate shall be adjusted in accordance witho base rateo monthly base ratex fixed deposit rate for one month. Where
the Borrower defaults on paying off interest or principal within six months,
the delay interest is ten percent, beyond six months, the penalty being twenty
percent.


 


2. This promissory note is exempted from making a
refusal certificate, and is exempted from the obligation of notice under
Article 89 of Negotiable Instrument Act.


 


3. Place of payment: No 34, Minzu Road, Xinzhu City


 


Issuer: SemiLEDs Optoelectronics Co., Ltd.


 


Representative : Trung Doan


 


Address: 3F, No. 11 Ke Jung Rd., Chu-Nan Site,
Hsinchu Science Park, Chu-Nan 350, Miao Li County, Taiwan, R.O.C.


 


Issuer:


 


Address:


 


Issuer:


 


Address:


 


Issuer:


 


Address:


 


Power of Attorney


 


The Borrowers jointly issue and deliver the Bank a
promissory note in the amount of NTD 63,700,000, as collateral of its debts, as
deemed necessary in accordance with a fact, authorize the Bank or an agent, an
employee of the Bank to fill in the due date, the rate, the payment of place,
and other items to effectively enforce the right of a promissory note, the
Borrower may not withdraw or limit this authorization without a written consent
of the Bank.


 

















 


To: E Sun Bank


 


Borrower: SemiLEDs Optoelectronics Co., Ltd.


 


Address: 3F, No. 11 Ke Jung Rd., Chu-Nan Site,
Hsinchu Science Park, Chu-Nan 350, Miao Li County, Taiwan, R.O.C.


 


Representative: Trung Doan


 


Borrower:


 


Borrower:


 


Borrower: