enex2importoaloanagreeme






Exhibit 10.2      CHB  CHANG HWA BANK   (Imported Goods Loan Agreement) (Fang 220 Ding) 2019.05    Page 1 of 8  Smile & Reach Out         Imported Goods Loan Agreement    Parties to  Agreement  Super Micro Computer, Inc., Taiwan  Customer's  Custody No.  116558  Credit Limit  NT$_________   [Currency] USD [Amount] $20,000,000  (or equivalent in foreign currency)        Northern II District  Operation Department  Approval Seal  Enterprise (Individual)  Account Supervisor  Account Administrator  Name of Branch:    Chengdong Branch       





 






CHB  CHANG HWA BANK      Page 2 of 8  Imported Goods Loan Agreement  __ Super Micro Computer, Inc., Taiwan __ (hereinafter referred to as the Borrower")  hereby agrees to the following terms and conditions of Chang Hwa Commercial Bank, Ltd.  (including the head office and branches, hereinafter collectively referred to as the "Bank") for a  imported goods loan (hereinafter referred to as the "Loan") to procure or make payments for  goods overseas:  Article 1. (Purpose of the Loan)  The Loan is provided for the Borrower to borrow USD or an equivalent amount in foreign currency  or NTD from the Bank during the drawdown period to purchase and make payments for goods  overseas. The Borrower may request that the Bank issue a L/C, provide shipping guarantee/bill  endorsement, or provide a loan (advance payment). The type, method, conditions, and contents of  loans must be approved by the Bank. The Borrower also agrees to comply with the Foreign  Exchange Regulation Act and other laws and regulations related.  If import of goods require approval from the competent authority before being imported, each item  must be approved by the competent authority before being imported.  Article 2. (Credit Limit)  I. Credit limit under the Agreement:   NT$____________________________________   (Currency) _USD_ Amount: $__20,000,000_ (or equivalent in foreign currency).  II. If the Borrower has submitted an application to the Bank for issuance of a L/C, loan (advance  payment), shipping guarantee or duplicate B/L endorsement before signing the Agreement,  the Borrower is willing to bear the responsibility of repayment according to the following  terms and conditions of the Agreement.  Article 3. (Drawdown period and method)  I. Drawdown Period:   From the contract signing date to ____/____/____(yyyy/mm/dd)   From the contract signing date to ____/____/____(yyyy/mm/dd) However, the original  drawdown period may be extended by 1 year if approval is obtained from the Bank before  the period expires. The extended period may not exceed ____/____/____(yyyy/mm/dd).  II. Drawdown method: Divided into revolving and non-revolving (defined below). The Borrower  shall apply for drawdown according to the method and within the credit limit and period  approved by the Bank.  (I) Revolving basis: A drawdown application may be submitted within the credit limit after  the amount withdrawn is repaid.  (II) Non-revolving basis: One or multiple drawdowns may be made, but the credit limit is not  replenished once it is drawn down and repaid.  Article 4. (Interest rate basis and adjustment)  I. If the loans under the Agreement are NTD loans, interest shall be calculated using 365 days  in a year. For foreign currency loans, interest on GBP, HKD, SGD, ZAR, and THB loans are  calculated using 365 days in a year, and interest on loans in other foreign currencies is  calculated using 360 days in a year. Unless otherwise agreed upon, interest accrued on loans  shall be paid on a monthly basis.  II. If a floating interest rate is used for the loans under the Agreement, the Borrower agrees that  interest shall be accrued at the adjusted interest rate plus/minus a fixed percentage from the  date of adjustment, and that the Bank does not need to separately notify the Borrower of  adjustments.  Article 5. (Effective period of the Agreement)  I. The Borrower shall be responsible for repaying loans under the Agreement, even if the  maturity date is after the drawdown period.  II. The Agreement is effective from the contract signing date to the date the Borrower repays all  debts and performs all obligations under the Agreement. The aforementioned all debts under  the Agreement refers to the notes, loans, advance payments, and other debts (including but not  





 






CHB  CHANG HWA BANK      Page 3 of 8  limited to interest, deferred interest, liquidated damages, damage compensation, and other  expenses) owed by the contracting party to the Bank.  Article 6. (Application for issuance of L/C)  The Borrower may submit one or more applications to the Bank to issue a L/C or for a loan  (advance payment) within the credit limit during the drawdown period. The Borrower must submit  a L/C Issuance Application Form and documents required by the Bank for each drawdown. The  Borrower acknowledges that the difference between the amount on each L/C and guarantee, as  well as all interest accrued and expenses incurred, are the amount of payment or advancement  payment by the Bank on behalf of the Borrower, and agrees that the L/C Issuance Application  Form, exchange settlement certificate for L/C, and (or) related documents held by the Bank are  certificates of claim. If the amount of advance payment specified on the exchange settlement  certificate for L/C does not match the actual amount of advance payment, then the amount shall  be based on the amount specified on related documents held by the Bank (including advance  payment notices or other similar documents from foreign agent bank, negotiating bank, or  correspondent bank) or the Bank's account book or computer files.  Article 7. (Prohibition of revocation of credit and authorized payment)  When the Borrower submits an application from the Bank to issue a L/C, the amount of the L/C  shall be based on the L/C Issuance Application Form. The amount includes the amount of advance  payment under the Agreement and the amount of guarantee deposited by the Borrower at the Bank  in advance. After the Bank issues the L/C above, the L/C may not be revoked for any reason. The  Borrower authorizes the Bank to pay checks or make payments under each L/C. The prohibition  of revocation of L/C does not apply if consent is obtained from the beneficiary and other related  person of the L/C.  Article 8. (Issuance, repayment, and loan period)  When the Borrower submits an application for issuance of L/C, the Borrower must deposit a  guarantee for foreign exchange settlement according to the Bank's regulations, and the Bank will  make an advance payment of the remaining amount. The Borrower shall repay the Bank for the  advance payment in the equivalent amount in NTD calculated using the spot foreign exchange sell  rate announced by the Bank on the repayment date, or the same amount in the same foreign  currency, and may not delay repayment.  The period of each loan may not exceed 180 days from the date of payment by the Bank or the  Bank's foreign agent bank or the negotiation date of the foreign negotiating bank. Project financing  may be handled according to government regulations.  Article 9. (Advance payment of sight L/C)  Where the Borrower submits an application for the Bank to issue a sight L/C, unless due to the  situations listed below, the Borrower shall repay the Bank for each advance payment plus interest  within 15 days after the shipping documents arrive and the Bank gives a written or oral notice:  I. If the goods are delivered but the shipping documents have not yet arrived, and it is necessary  to apply for shipping guarantee or duplicate B/L endorsement, the Borrower is willing to repay  the loan immediately at the time of applying.  II. If shipping documents are delivered after the L/C has expired and conditions are met during  negotiation, the Borrower is willing to immediately repay the loan.  III. Where goods are shipped in installments, the Borrower shall repay ahead the Bank the amount  specified on shipping documents that arrive with each installment shipment.  IV. If the Bank agrees to issue a usance L/C for foreign currency loans or NTD loans, the loans  shall be handled according to the Bank's regulations for foreign currency loans or NTD loans.  V. According to the L/C issued under the Agreement, if there the foreign negotiating bank sends  a defective document, after the Bank notifies the Borrower of the defective document, the  Borrower shall notify whether to consent in writing within three days. If the Bank deems it  necessary, the Bank may require the contracting party to repay the Loan within three days,  and then notify the foreign negotiating bank that the document was accepted after the  Borrower repays the Loan. If the Borrower fails to repay the Loan within the specified period  





 






CHB  CHANG HWA BANK      Page 4 of 8  after being required by the Bank, the Borrower may be deemed in default and the Bank has  the right to directly reject payment to the foreign negotiating bank, or follow the instructions  of the foreign negotiating bank.  Article 10. (Advance payment for usance L/C, usance L/C payable at sight, and deferred payment L/C)  I. Where the Borrower submits an application to the Bank to issue a usance L/C, the period for  advance payment may not exceed 180 days, and the day before maturity date or the due date  notified by the Bank shall be the repayment date of each debt.  II. Where the Borrower applies for issuance of sight L/C according to the Agreement and requests  that the Bank provide a loan using a usance L/C, the Borrower agrees that the maturity date  notified by the Bank shall be the repayment date for each debt, and will fulfill the obligation  of repayment according to the Agreement.  III. The Agreement applies to loans for a deferred payment L/C which applied by the Borrower to  the Bank.  IV. Except for usance L/C of seller partially bears the interest for a certain number of days, which  the interest rate is the board rate for foreign currency loans of the Bank when the loan is  converted to a short-term loan, interest accrued on usance L/C of buyer bears interest shall be  calculated at the Bank's board rate for foreign currency loans plus (minus) a percentage, or  other agreed interest rate, on the negotiation date of the foreign negotiating bank plus the  Bank's taxes and other expenses.  V. According to the L/C issued under the Agreement, if there the foreign negotiating bank sends  a defective document, after the Bank notifies the Borrower of the defective document, the  Borrower shall express approval or disapproval in writing within three days. If the Bank deems  it necessary, the Bank may notify the contracting party to repay the Loan within three days,  and then express to the foreign negotiating bank that the document was accepted after the  Borrower repays the Loan. If the Borrower fails to repay the Loan within the specified period  after being required by the Bank, the Borrower may be deemed in default and the Bank has  the right to directly reject payment to the foreign negotiating bank, or follow the instructions  of the foreign negotiating bank.  Article 11. (Import collection, O/A, import order, purchase agreement)  I. Where goods are imported by way of import collection, the Borrower may, subject to the  Bank's approval, apply for shipping guarantee or duplicate bill of lading endorsement within  the credit limit and drawdown period under the Agreement. The Borrower needs to submit an  application form for a shipping guarantee or duplicated bill of lading endorsement along with  all relevant documents requested by the Bank for each drawdown. The Borrower agrees to be  bound by the terms of the application form mentioned above, the amounts and contents of the  submitted documents, and bear liabilities and (or) compensate damages sustained by the Bank  until shipping documents arrive at the Bank and after the Borrower has redeemed them with  accepted bill or payment.  II. If the Borrower plans to apply for a foreign currency loan to pay for import collection, O/A,  import orders, or purchase agreements overseas, the Borrower must obtain the Bank's approval  and sign and submit a drawdown application form and certificate of claims to the Bank. The  Borrower shall repay the Bank for the advance payment in the equivalent amount in NTD  calculated using the spot foreign exchange sell rate announced by the Bank on the repayment  date, or the same amount in the same foreign currency.  Article 12. (Currency conversion)  If the Bank agrees to convert the currency of the Loan, the terms and conditions are as follows:  I. The Borrower agrees to recognize the Loan in the new currency after conversion according to  the exchange rate agreed to with the Bank.  II. The collateral that was originally provided will remain the collateral for the Loan after  conversion, and the maturity date and repayment method shall be according to the original  agreement.  III. The Borrower agrees to pay all interest accrued on the Loan before conversion to a different  





 






CHB  CHANG HWA BANK      Page 5 of 8  currency on the conversion date. The Borrower shall pay interest accrued on the Loan after  currency conversion on a monthly basis. The Borrower agrees that interest on the Loan after  currency conversion shall accrue at the board rate at the time of conversion plus (minus) a  fixed percentage (or an interest rate separately negotiated by the parties). Interest shall be in  the equivalent amount in NTD calculated using the spot foreign exchange sell rate announced  by the Bank on the repayment date, or the same amount in the same foreign currency.  Article 13. (Conversion to NTD loan)  If the Bank agrees to convert the Loan into a NTD loan, the Borrower shall submit a drawdown  application form and certificate of claims to the Bank for each loan, and the amount, period,  interest rate, repayment method, and repayment regulations for each loan shall be in accordance  with the drawdown application form and certificate of claims and/or supplementary drawdown  agreement.  Article 14. (Interest on L/C loans and project financing)  Interest shall begin to accrue on the Loan from the date of payment by the Bank or the Bank's  foreign agent bank or the negotiation date of the foreign negotiating bank. For sight or usance L/C,  interest shall be calculated at the Bank's board rate for foreign currency loans plus (minus) a  percentage, or other agreed interest rate, plus the Bank's taxes and other expenses. For project  financing, interest shall be calculated according to the interest rate stipulated by the Central Bank.  However, the Bank may calculate interest using the interest rate above for project financing before  Central Bank refinancing. Unless otherwise agreed upon, interest shall be paid on a monthly basis  and the Bank shall issue a receipt for interest payments. Interest must be paid off first before  repaying the principal, and interest will decrease along with the principal.  Article 15. (Default interest and liquidated damages)  The Borrower shall pay default interest and liquidated damages if the Borrower is unable to  immediately repay the principal plus interest once the Loan has matured or after being  notified by the Bank to repay the Loan before maturity. Unless otherwise agreed upon when  switching to a NTD loan, the interest rate for calculating default interest shall be the Bank's  base rate (announced on a quarterly basis) on the maturity date (or date the Loan is deemed  mature) plus 3.5% or the Bank's board rate for foreign currency loans, whichever is higher.   If the Borrower is late in repaying the principal and/or interest, liquidated damages shall be  calculated at 10% of the default interest rate for the first six months after the maturity date  (or date the Loan is deemed mature), advance payment date, or agreed repayment date for  the principal or after the date interest is due for interest, and at 20% of the default interest  rate for the portion that is more than six months late. Interest, default interest, liquidated  damages, and other expenses shall be paid in NTD calculated using the spot foreign exchange  sell rate announced by the Bank on the repayment date, or the same amount in the same  foreign currency.  Article 16. (Handling fee rate)  The Borrower agrees to pay handling fees, postage and cable expenses, confirmation fees, and  other expenses related to LC issuance, shipping guarantee, duplicate B/L endorsement, and other  loans under the Agreement according to the fee rate agreed to with the Bank.  Article 17. (Triangular trade L/C)  Where the Borrower requests that the Bank issue a L/C for triangular trade, the Borrower shall be  responsible for repayment according to the terms and conditions of the Agreement.  Article 18. (Contents of Shipping Guarantee and Duplicate B/L Endorsement)  In the event that the name, specification, unit price, total value or terms of goods specified in the  Borrower's shipping guarantee or duplicate B/L endorsement application (made under a Bank- issued letter of credit or import collection) is found to be different from the details contained in  the later-arrived shipping documents, the Borrower shall agree to complete additional payments,  bill acceptance and other necessary processes according to the terms of the actual shipping  documents. The Borrower agrees to compensate the Bank for any losses caused by discrepancies  between the shipping guarantee/duplicate BL endorsement and the actual shipping documents that  





 






CHB  CHANG HWA BANK      Page 6 of 8  arrive later.  Article 19. (Pledge of rights, chattel pledge)  The Borrower agrees to use the goods purchased and separately provided real estate and chattel as  collateral for the Loan and advance payments and guarantees provided by the Bank under the  Agreement. The Bank acquires the pledge of right created over all shipping documents (e.g. import  permits and bill of lading) relevant to the purchased goods from the day the L/C is issued by the  Bank until the day purchased goods arrive, and the Bank shall have the chattel pledge created over  the purchased goods upon the arrival of such purchased goods, in which the Agreement shall serve  as documentary proof of the pledge. The Borrower also agrees to purchase insurance for the  abovementioned goods with the Bank as the preferred beneficiary. If the Borrower fails to purchase  insurance in a timely manner, does not submit the insurance policy and receipts to the Bank, or  does not renew the insurance after it has expired, the Bank has the right but is not obligated to  purchase insurance on behalf of the Borrower. If the Bank advances insurance premiums, the  Borrower agrees to immediately repay the Bank, and the Bank may list late repayment as debt  owed by the Borrower and calculate default interest and liquidated damages) according to Article  15 of the Agreement.  Article 20. (Emergency disposal to secure claims)  The Borrower agrees that, for the purpose of securing its claims or when the Borrower fails to  repay loans (advance payments) using the method and within the time limit specified in the  Agreement, the Bank may pick up goods at customs on behalf of the Borrower and auction or  freely dispose of (the Bank has the right to decide on, including but not limited to, the disposal  method and time, price, and buyer) the imported goods and other collateral to recoup the principal  and interest of the loan (advance payment) and all expenses incurred by disposal (including but  not limited to taxes, transportation expenses, and storage expenses paid for customs clearance). If  the goods and collateral are insufficient, the Borrower shall be responsible for paying the shortfall.  Article 21. (Trust receipt transaction)  When the Borrower collects shipping documents, unless otherwise agreed upon, the Borrower  shall register a trust receipt transaction according to the Agreement, the trust receipt signed by the  Borrower, and the Personal Property Secured Transactions Act.  Article 22. (Liability for losses and early repayment)  If damages are sustained due to the L/C beneficiary failing to perform contractual  obligations, late delivery, or other force majeure when purchasing goods using the Loan, or  the insurance company denies or delays claims or provides inadequate coverage, the  Borrower shall be solely responsible for the losses and handle the losses on its own. The  Borrower shall immediately repay the loan (advance payment), interest, and fees once  notified by the Bank, and the limit on loan period set forth in Article 8 of the Agreement shall  not apply.  Article 23. (Interest rate and exchange rate risks)  The Loan's exchange rate and interest rate risks shall be borne by the Borrower. If exchange rate  fluctuations result in the loan amount exceeding the credit limit under the Agreement, the Borrower  shall still be responsible for repayment according to the Agreement.  Article 24. (Source of funds for repayment)  If processing or sale of the imported goods under the Agreement is completed ahead of schedule,  the Borrower is willing to immediately transfer all notes received or cash collected to the Bank for  repayment or early repayment of the principal and interest of the loan (advance payment). If the  imported goods are processed for export, the Borrower also agrees for the Bank to handle export  bills advances, in order to repay its debt under the Agreement.  Article 25. (Late delivery)  Where the Borrower purchases foreign currency for L/C issuance, retirement of shipping  documents, loans, or outward remittance, if the delivery of foreign exchange settlement documents  is delayed due to reasons not attributable to the Bank, and causes the Bank to sustain losses during  foreign exchange settlement due to exchange rate fluctuations, the Borrower is willing to  





 






CHB  CHANG HWA BANK      Page 7 of 8  immediately unconditionally cover the losses.  Article 26. (Applicability of international regulations)  With regard to operations, responsibilities, and obligations under L/C, the Borrower is willing to  comply with the applicable version of Uniform Customs and Practices for Documentary Credits,  UCP Supplement for Electronic Presentation, and ICC Incoterms specified on each L/C.  Article 27. (Compliance with applicable laws and provisions)  Besides complying with the provisions of the Agreement, the Borrower is willing to abide by the  provisions in the L/C issuance application form and/or L/C issuance agreement, the provisions in  the shipping guarantee or duplicate B/L endorsement application form, and all applicable laws and  regulations.  Article 28. (Appendix)  The L/C issuance application form, L/C issuance agreement, drawdown application form and  certificate of claims, supplementary drawdown agreement, and other receipts and documents  signed by the Borrower according to the Agreement are all attachments and an integral part of the  Agreement, and shall have the same effect as the Agreement, unless otherwise agreed upon.  Article 29. (Anti-Money Laundering and Counter Terrorism Financing)  Unless otherwise agreed upon in the credit authorization agreement, the Borrower agrees  that, for the purpose of AML/CFT, if any one of the following situations occur, the Bank may  restrict the Borrower's drawdown or reduce the credit limit, or shorten the term of its loan  repayment, or declare that part or all of its liabilities become due, or take other necessary  measures in accordance with the Money Laundering Control Act, Counter Terrorism  Financing Act, Regulations Governing Anti-Money Laundering of Financial Institutions,  Regulations Governing Internal Audit and Internal Control System of Anti-Money  Laundering and Countering Terrorism Financing of the Banking Industry and Other  Financial Institutions Designated by the Financial Supervisory Commission, Template of  Guidelines Governing Anti-Money Laundering and Combating the Financing of Terrorism  by the Bankers Association, and other AML/CFT related regulations, as well as subsequent  amendments to the regulations:  I. The Borrower or the Borrower's beneficial owner, senior executives, related party (e.g.  legal representative, agent, and authorized persons), or transaction counterparty is  identified as an individual, corporate entity or organization sanctioned under the  Terrorism Financing Prevention Act, or a terrorist or terrorist organization identified  by Taiwan's government, a foreign government, or an international organization.  II. When establishing a business relationship and afterwards, the Borrower refuses to  provide personal information and information on the company, beneficial owner, or the  Borrower (including but not limited to shareholding structure, senior executives, and  related parties) or explain the transaction (nature, purpose, and source of funds for the  transaction), or refuses to respond to telephone calls, letters, or cooperate with on-site  inspections.  Article 30. (Matters not covered herein)  Any matters not covered herein shall be handled according to the provisions in the respective credit  authorization contracts and other relevant contracts entered between the Borrower and the Bank.  Article 31. (Place of fulfillment)  The place of performance of the Agreement is the Bank's __Chengdong Branch__ Branch.  Article 32. (Governing laws and jurisdiction)  The Borrower agrees that the Agreement shall be governed by the laws of the Republic of China.  In the event of litigation, the Borrower agrees that Taiwan   Taipei   District Court shall be the  court of first instance. Where the law provides for special jurisdictions, such provisions shall  prevail.  Article 33. (Interpretation of headings)  The headings of clauses in the Agreement only serve as an index, and may not be used as a basis  for interpreting clauses of the Agreement.  





 






CHB  CHANG HWA BANK      Page 8 of 8    Special negotiated provisions: (to take effect upon the Borrower affixing its signature or contract  seal for credit authorization contracts)  Articles 15, 22, and 29 of the Agreement are special negotiated provisions. The Borrower hereby  declares that it has fully reviewed the provisions, understood the contents and agrees to abide by  the provisions.  /s/ CHUN-LAI HSU stamp  Personal stamp Date: October 5, 2021  /s/ Super Micro Incorporation, Taiwan  Company stamp Date: October 5, 2021  Borrower:  (Signature or contract seal for credit authorization contracts)    To:  Chang Hwa Commercial Bank  ※ Special Declaration  [The Borrower hereby declares that it has reviewed all the provisions in the Agreement within a  reasonable period and has fully understood their implications, whereupon it agrees to affix its  signature and seal below]  Borrower (signature and seal)    Name of Borrower: Super Micro Computer,  Inc., Taiwan  Business Tax ID: 12729477  Address: 3F, No. 150, Jian 1st Rd., Zhonghe  District, New Taipei City  Job title of representative: Chairperson  Name: Alex Hsu  ID number:  /s/ CHUN-LAI HSU stamp  Personal stamp   Date: October 5, 2021    /s/ Super Micro Incorporation, Taiwan  Company stamp   Date: October 5, 2021          (Contract seal for credit authorization contracts)    /s/ CHUN-LAI HSU  Chairman of BOD  Date: October 5, 2021  (Representative's signature)  2021/10/05 (yyyy/mm/dd)      Place of  Guarantee   Witnessed by   Date: _____/___/___ (yyyy/mm/dd)