Exhibit 10.23


 


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 April 7, 2009 to April 7,
2010 (the “Term”). The loan line
is set at NTD 49,500,000. The first take-down shall be made on or prior to
August 7, 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 five (5) 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 0.80 %, 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 1.80% 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 fixed deposit rate for one month adding 0.80%
(current annual rate being 1.80%) 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 adding 1.0%. 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 49,500,000, 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:


 


Addendum
to the Loan Agreement


 


The Obligors (the Borrower and the Guarantor)
hereinafter apply a loan of NT$49,500,000 from the Bank dated July 22nd, 2009 and entered in to the x Loan; o Bill; o
Take-down application agreement with the Bank. The Bank agrees to addend, amend
modify the terms of the Agreement according to (3) of the follows:


 


(1)          The original term of the loan, from
            /date
has been amended to from
          /date to
          /date.


 


(2)          The original interest rate which is based on o base interest rate, or o fixed deposit interest rate marking up 1% of
annual interest rate calculated by floating interest rate of the Bank, is now
amended and is based ono base
interest rate, or o fixed
deposit interest rate marking up 1% of annual interest rate calculated by floating
interest rate of the Bank. Currently the annual interest rate is
     %, and the remainder shall be complied with the
original terms of the Agreement.


 


(3)          Other amendment:


 


The original first
take-down dated Aug. 7th, 2009 shall be
replaced with Oct. 7th, 209.


 


Except the forgoing
amendments, the remainder of the Agreement shall remain in effect.


 


To: E. Sun Bank


 


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.


 

















 


Guarantor:


 


(Original Stamp):


 


Address:


 


 


Guarantor:


 


(Original Stamp):


 


Address:


 


 


Guarantor:


 


(Original Stamp):


 


Address:


 


 


Guarantor:


 


(Original Stamp):


 


Address:


 


 


Date:


 


 


Credit Facility No.:
001455


 


 


Stamp:
                        
Handled by:
                              
Cross Reference: