exv10w2






Exhibit 10.2




XIAMEN INTERNATIONAL BANK SHANGHAI BRANCH




CONTRACT ON MULTI-PURPOSE LOAN



No.: GAS09012




Party A (Loanee): FINISAR SHANGHAI INC.




     Address:       66 Huiqing Road, East Area, Zhangjiang Hi-Tech Park, Shanghai




Party B (Loaner): Xiamen International Bank Shanghai Branch




     Address:       Unit A, 4/F, Yonghua Tower, 138 Pudong Avenue, Shanghai




Whereas,





	 	 	After a bilateral consultation by the parties concerned, Party B has agreed to grant
the following loan for use by Party A, and the Contract is hereby formulated to
clarify their respective economic responsibilities:





	 	 	 	 	 
	1.

	 	Amount of Loan:
	 	Five Million Five Hundred Thousand USD Only
(USD5,500,000.00).
	 
	 	 	 	 
	2.

	 	Valid Term of Loan:
	 	Commencing on January 7, 2010 and concluding on January
6, 2013. Upon the termination of the valid term, the unused loan
amount shall automatically cease to be effective.
	 
	 	 	 	 
	3.	 	Interest Rate of Loan and Calculation of Interest:







	 	3.1	 	Interest Rate of Loan:
	 
	 	 	 	The London Inter-Bank Offered Rate (LIBOR) for USD (loan currency): (3-month term) LIBOR
+ 2.3% (annual interest rate). The LIBOR value at the time of the withdrawal of the loan
amount shall be based on that as published by Reuters at the LIBOR upon the date of
withdrawal of the loan amount granted when the loan interest is beginning to be
calculated, with an adjustment to be made once every three months. The interest rate,
once adjusted, shall be promptly executed.
	 
	 	3.2	 	Calculation of Interest






	 	3.2.1	 	If the interest starts to be calculated on the date of the actual
withdrawal by Party A, the interest payable shall be: the loan amount

	 
	 	 	 	
withdrawn × loan interest rate (annual interest rate) × the number of




 









 






	 	 	 	days when the loan amount is used ÷ 360.






	 	3.2.2	 	Settlement of Interest:
	 
	 	 	 	Within the valid period of this Contract, Party B shall charge loan interest on
quarterly basis, the settlement date being the last banking day at the end of
each three months (one day earlier in case of a legal holiday). Party A shall
repay the interest as due on the day of settlement of interest. The first day for
repayment of interest shall be the first day of settlement of interest after the
issuance of the loan amount.






	4.	 	Purpose of Loan
	 
	 	 	The loan under this Contract shall be used for turnover of current capital.






	5.	 	Application of Loan Amount






	 	5.1	 	Within the valid loan period, Party A shall make a written application to Party B
in two banking days in advance before his withdrawal of each loan amount for use. Party B
has the right to unilaterally decide if the loan amount should be granted to Party A.
With the approval by Party B after a due examination procedure, Party A may proceed to
the use of the loan amount.
	 
	 	5.2	 	Within the valid loan period, the amount, duration and purpose of each loan amount
for use shall be based on the corresponding business vouchers (including but not limited
to debit notes).
	 
	 	5.3	 	The balance total under the use items of each of the sub-items of the loan shall
not exceed the total of the loan amount under this Contract.
	 
	 	5.4	 	Within the valid loan period, Party A may use the loan amount cyclically.






	6.	 	Repayment of Principal and Interest






	 	6.1	 	Party A shall repay as due the principal and interest as specified in this
Contract. When repayment of the loan amount is made, the interest corresponding to the
loan amount shall be cleared up in full. The repayment of the principal and interest
amount shall be made all in the same currency as the original.
	 
	 	6.2	 	Party A, who has presented his notice on premature repayment, may also




2









 












	 	 	 	make premature repayment of all or part of the loan amount yet to be due.
	 
	 	6.3	 	In case the repayment of the principal or interest is due or overdue, Party A shall
have the right to deduct the amount from the account of Party A to cover the principal,
the penalty interest for overdue repayment, and the compound interest. Party A, however,
should give Party B a notice to that effect in advance.






	7.	 	Guarantee:





	 	 	 	 	 
	8.

	 	Business Contact:
	 	(Tick your appropriate option selected in the corresponding
box according to the examination and approval requirements.)






	 	 	 	 	 	 	 	 	 
	 

	 	o
	 	 	8.1	 	 	The recovered amount from the sales or business income of Party A
is to be transferred into the deposit account of Party A established with Party
B. The said recovered amount does not include the amount that is intended by
Party A for repayment of the loan amount to Party B and that has been
transferred into the said deposit account.
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	 	8.2	 	 	Businesses on the part of Party A with regard to settlement, sales and
remittance as well as buying and selling transactions of foreign exchange are
to be conducted through Party B.
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	 	8.3	 	 	Import and export settlement businesses on the part of Party A are to be
conducted through Party B.
	 
	 	 	 	 	 	 	 	 
	 

	 	o
	 	 	8.4	 	 	Others:







	9.	 	Other Terms and Conditions:






	 	9.	1 	 Party A shall also abide by the following provisions:






	 	9.1.1	 	Party A shall observe the restrained targets as set by Party B for the
financial affairs.
	 
	 	9.1.2	 	Party A shall keep Party B informed of his external guarantee regularly,
and guarantee that the information and the amount of the external guarantee as
provided for Party B are complete, true and accurate.




3









 






	 	9.1.3	 	Party A shall report truthfully to Party B on the use of each loan
amount, and promise that the loan amount borrowed from Party B will not be used
in any form in the stock exchange market or the futures market, nor will it be
used in the investment of an equity nature or in
any other activity in violation of the legal restriction or ban on the use of
the loan.
	 
	 	9.1.4	 	Party B shall not make any of the executive business assets as part of an external guarantee, unless consented to in writing by Party B.






	 	9.2	 	Party A may draw out the amount of not more than USD4,500,000 under this loan
contract, and Party B shall decide, depending on the business status and business
transactions of Party A after a six-month contact by Party B with Party A, as to whether
the remaining amount of USD1,000,000 shall be granted.
	 
	 	9.3	 	Party B has the right to make an adjustment each year to the loan interest rate
under this Contract.
	 
	 	9.4	 	The time for withdrawal of the amount under this loan contract shall not exceed the
annual inspection day as undertaken in the Letter of Commitment on Annual Inspection.
	 
	 	9.5	 	Within the valid loan period, the scale of the international settlement of Party A
at Party B shall not be lower than USD12,000,000, and shall not be lower than
USD3,000,000 for each three months, which shall be placed under inspection on quarterly
basis.
	 
	 	9.6	 	Party A shall enjoy the right of priority in placing any pledge under the mortgage
of Party B.






	10.	 	Declaration and Commitment:






	 	10.1	 	Party A has carefully read this Contract and has fully understood and
accepted the content of this Contract. Party A has signed and promised to perform
this Contract of his own free will, and has truly expressed his meanings.
	 
	 	10.2	 	Party A guarantees to use the loan for a purpose which is proper and lawful, and to
abide by laws in his business operation.
	 
	 	10.3	 	Party A shall provide Party B, on quarterly basis, with information about his
financial and accounting status, production and business status, and




4









 






	 	 	 	other relevant written explanatory statements. Party A shall actively cooperate Party B in and
conscientiously accept the inspection and surveillance of Party B over his production and
business operation, his financial activities, and the use of the loan amount under this
Contract. All the documents, materials, statements and vouchers provided by Party A
under this Contract are true, complete, correct and effective.
	 
	 	10.4	 	Party A, during the valid period of the loan, shall promptly keep Party B informed
of any change in the name, the legal representative (chief), address and business scope
of Party A.
	 
	 	10.5	 	Party A shall give Party B a 30-day written notice and demand a proper performance
of settlement of and guarantee for the debt, in case of an occurrence to Party A, during
the valid period of the loan, that may sufficiently affect the realization of the
creditor’s right of Party B, including decrease in registered capital, contracting,
lease, stock system reformation, cooperated business operation, re-grouping, merge,
branching, joint venture, application for suspension of business for rehabilitation,
application for dissolution of business, and application for bankruptcy.
	 
	 	10.6	 	Party A shall give Party B an immediate written notice and demand a proper
performance of settlement of and guarantee for the debt, in case of an occurrence to
Party A, during the valid period of the loan, that may cause a significant unfavorable
impact on the his ability to clear up his debt, including suspension of production,
close-down of business, cancellation of registration, withdrawal of business license,
engagement of the board director, stockholder, authorized representative or business
chief in an illegal activity or involvement in major procedural activity, serious
frustration in business, and worsening of financial status.
	 
	 	10.7	 	Party A, who intends to provide guarantee, mortgage, hypothecation or any other
form of guarantee that may affect the creditor’s claim of Party B, shall ask Party B
first for consent in writing.
	 
	 	10.8	 	Party A shall undertake the expenses involved in this Contract, including attorney
fee, insurance fee, appraisal fee, registration fee, care-taking service charge,
verification fee and notarization fee.






	11.	 	Breach Incident:






	 	11.1	 	Party A has violated the provisions of this Contract, or has acted against his
declaration and commitment to Party B.




5









 






	 	11.2	 	 Cross-Violation Provisions:
	 
	 	 	 	Party A, who has violated an agreement of a financing nature with Party B, or has
been involved in a major legal procedure or arbitral procedure, or in some other
legal dispute that may affect or impair or has affected or
impaired the right and interest under this Contract, shall be regarded as having
committed an act of breach against this Contract.
	 
	 	11.3	 	 The indexes indicating Party A’s credit degree, earning capacity, asset liability
rate, and net cash circulation in business activities are no longer able to meet the
requirements of Party B for grant of loan, or there has been a major change in the
production and business or in the financial status of Party B, which has brought about a
serious negative impact on the security of this loan.
	 
	 	11.4	 	 Any other instance that Party B deems as sufficient to influence the performance
by Party A of his obligations.






	12.	 	Settlement of Dispute:
	 
	 	 	Party B shall have the right to take any one or a number of the following measures in case of
a breach act against this Contract:






	 	12.1	 	Execute a corresponding adjustment, cancellation or suspension of the loan under
this Contract, or an adjustment to the expiry date for the loan under this Contract.
	 
	 	12.2	 	Suspend the grant of the loan under this Contract, announce prompt expiration of
the loan, and demand that Party A immediately repay the relevant principal and interest
of the loan and pay the relevant expenses.
	 
	 	12.3	 	Charge a compound interest on the interest unpaid by Party A as scheduled
(including all or part of the prematurely due loan interest to be paid to Party B),
beginning from the following day after the day interest is due, on the basis of the
penalty interest rate for delay in repayment as specified in Clause 12. 4.
	 
	 	12.4	 	Charge an interest on the overdue loan amount (including all or part of the
prematurely due loan principal to be repaid to Party B) on the basis of the penalty
interest rate for delay in repayment as agreed on in this clause. The penalty interest
rate for delay in repayment includes the following: aside from the interest to be paid on
the basis of the interest rate as agreed on in Clause 3. 1 under this Contract, Party A
shall pay separately to Party B the penalty interest for the delay in repayment on the
overdue loan




6









 






	 	 	 	amount yet to be repaid, beginning from the day of delay in the repayment of
the loan amount till the principal is cleared up. The penalty interest rate for delay in
repayment shall be 50% of the loan interest rate as agreed on in Clause 3. 1 of this
Contract.
	 
	 	12.5	 	Party A, who has failed to use the loan amount as specified in this Contract,
shall undertake a contractual fine to Party B for the loan amount misused beginning from
the date of the said misuse till the principal is cleared up. The rate of the contractual
fine shall be 100% of the loan interest rate as agreed on in Clause 3. 1 of this
Contract.
	 
	 	12.6	 	Party B may deduct the amount of the overdue loan principal, the interest, the
penalty interest, the compound interest and the contractual fine directly from the
account of Party A.
	 
	 	12.7	 	Party B shall have the right to demand that Party A provide Party B with a new
guarantee acceptable to Party B.






	13.	 	The actual business vouchers (including but not limited to the loan instruments) and other
relevant legal documents shall form an inseparable part of this Contract.
	 
	14.	 	This Contract shall come into force after the signature and seal by Party A and Party B and
after the completion of the terms and conditions for loan as specified in this Contract (if
applicable). This Contract stays effective till all the loan principal and interest, the
penalty interest, the compound interest and other expenses under this Contract are cleared up
by Party A.
	 
	15.	 	The invalidity of all or part of the provisions under this Contract shall not affect the
validity of the provisions on guarantee.
	 
	16.	 	This Contract is governed by the laws of the People’s Republic of China. In case of a dispute
arising from the performance of this Contract, the case shall be filed for a decision to the
local People’s Court in the area of which Party B is located. During the period of the legal
procedure, the provisions that are not involved in the dispute shall continue to be
implemented.
	 
	17.	 	Other provisions agreed on:
	 
	18.	 	This Contract is made in three copies to be held one copy by Party A and two
copies by Party B. All the three copies are of equal legal validity.




7









 











	 	 	 
	Party A: (Personal Seal):

	 	Party B:
	 
	 	 
	FINISAR SHANGHAI INC.

	 	XIAMEN INTERNATIONAL BANK
	 

	 	SHANGHAI BRANCH
	(Seal)

	 	(Seal)
	 
	 	 
	Legal Representative

	 	Legal Representative
	(or Authorized Representative):

	 	(or Authorized Representative):
	(Signature/Seal)

	 	(Seal)
	 
	 	 
	Zhang Dapeng (Seal)
	 	 





Date Signed: January 6, 2010




Place Signed: Shanghai Pudong New Area




Witness: Fang Jingjing (Signature)




8









 





Letter of Commitment on Annual Inspection



Xiamen International Bank Shanghai Branch:





Your Bank and this Company have entered into the ‘Contract on Multi-Purpose Loan’ (No.:
GAS09012) (‘Loan Contract’), agreeing that your Bank shall grant a multi-purpose loan
amounting to Five Million Five Hundred Thousand USD only (USD5,500,000.00) to this Company for
a period commencing on January 7, 2010 and concluding on January 6, 2013. This Company has
hereby made the following commitment that during the said loan period, your Bank shall have
the right to conduct an annual inspection of the business status of this Company prior to
January 6 each year (annual inspection day); and shall have the right to decide if this
Company is allowed to continue the use of the loan amount under the Loan Contract. If this
Company has proved to have abided by the provisions of the Loan Contract and if your Bank
shall still decide to dissolve the Loan Contract after your inspection, the Loan Contract
shall then be terminated on January 6 of the year. Your Bank shall have the right to demand
claims from this Company and the guarantor in accordance with the then situation upon the
termination of the loan.




This Letter of Commitment on Annual Inspection, once formulated, shall be irreversible and
irrevocable.




This Letter of Commitment on Annual Inspection forms a supplementary document to the Loan
Contract and an inseparable part of the Loan Contract.



	 	 	 
	 

	 	Committed By:
	 

	 	(Common Seal and Signature of Authorized
Signatory)
	 
	 	 
	 

	 	Zhang Dapeng (Seal)
	 
	 	 
	 

	 	FINISAR SHANGHAI INC.
	 

	 	                 
                      (Seal)
	 
	 	 
	 

	 	Dated: January 6, 2010






Witnessed By: Fang Jingjing (Signed)





9