L O A N A G R E E M E N T(I N T E R N A T I O N A L)国际贷款协议?This ACREEMENT entered into as of ___ (Day) ___ (Month), 20__， between ABCcompany, a [Name of country]company (the "Borrower") and CREDlT BANK, N. A. , a national banking association of the United States of America (the "Bank").WITNESSETH:WHEREAS, the Borrower has requested the Bank to extend to the Borrower a termloan in the principal amount of One Million United States Dollars (U. S. $ 1,000, 000) upon the terms and subject to the Conditions of this Agreement; andWHEREAS, the Bank is prepared to make such a loan available to the Borrower uponthe terms and subject to the conditions of this Agreement;NOW, THEREFORE, in consideration of the mutual promises contained therein, theparties agree as follows:Article 1 DefinitionsSection 1. 1 For the Purposes of this Agreement, the following expressions havethe meanings set forth below:"Business Day": any day on which banks are open to conduct their regular bankingbusiness in London, England, and Los Angeles, California, and on which dealingsin Dollar deposits between banks are carried out in the London interbank market;"Commitment": the obligation of the Bank to make the loan to the Borrower on thedate hereof;"Credit Los Angeles": Credit Bank, International Division, Los Angeles,California;"Dollars" and the sign "$": lawful money of the United States of America and, inrelation to all payments hereunder, immediately available funds;"Event of Default": any of the events specified in Article Ⅷ of this Agreement;"Guarantor": XYZ Bank Limited;"Indebtedness": of any Person, or the Borrower, means all items of indebtednesswhich, in accordance with generally accepted accounting principles in [Name ofCountry] Would be included in determining liabilities as shown on the liabilityside of a balance sheet of such Person or the Borrower as of the dateindebtedness is to be determined, and shall also include all indebtedness andliabilities of others assumed or guaranteed or in respect of which the Borroweris secondarily or contingently liable (other than by endorsement of instrumentsin the course of collection) , whether by reason of any agreement to acquiresuch indebtedness or to supply or advance sums or otherwise;"Installment Payment Dates": subject to Section 4. 1, the dates which areeighteen months, twenty-four months, thirty months, thirty-six months, forty -two months, forty-eight months, fifty - four months and sixty months from thedate hereof;"Interest Payment Date": the last day of each Interest Period;"Interest Period": the period commencing on the date hereof and ending on theday which is ____ months after such date, and each period thereafter beginningon the last day of the immediately preceding Interest Period and ending on theday which is three months or six months after such date, as the Borrower mayelect; provided, however, that (I) any Interest Period which would otherwise endon a day which is a Business Day shall be extended to the next succeeding daywhich is a Business Day, and (II) any Interest Period commencing before andwhich would otherwise end after an Installment Payment Date shall end on suchInstallment Payment Date;"Interest Rate": the rate of interest to be determined as provided in sections2.4, 2.6 and 2.7, as the case may be;"Lending Office": the International Banking Facility of the Bank, or such otherbranch, office, affiliate or subsidiary of the Bank as it may at its discretionfrom time to time designate, from which the Loan will thereafter be made and forthe account of which the Loan will be outstanding and all payments hereunderwill be made;"Loan": the loan made by the Bank to the Borrower pursuant to Section 2. 1hereof; "Note": the promissory note of the Borrower to the order of the Bank insubstantially the form of Exhibit A hereto, evidencing the indebtedness of theBorrower to the Bank resulting from the Bank's Loan to the Borrower;"Person": any natural person, corporation, firm, association, government, governmental agency or any other entity other than the Borrower and whether acting in an individual, fiduciary or other capacity.Article 2 The LoanSection 2.1. The CommitmentUpon the terms and subject to the conditions herein set forth, and relying uponthe representations and warranties of the Borrower, the Bank agrees, acting through its Lending office; on the date hereof to lend to the borrower, and the Borrower agrees to borrow, the principal amount of One Million Dollars ( $ 1, 000, 000).Section 2. 2. DisbursementOn the date hereof, upon fulfillment of the conditions set forth in Article Ⅵ,the Bank shall make the amount of the Loan available to the Borrower by remitting the amount of the Loan to an account in New York designated by the Borrower, If the Borrower fails to satisfy the conditions precedent set forth in Article Ⅵ 1, the Bank shall be obligated to make the Loan.Section 2.3. Repayment; Payment of Interest; Designation of Interest PeriodThe Borrower agrees to repay the principal amount of the Loan on the installment Payment Dates in eight equal installments and to pay interest on each interest Payment Date on the outstanding principal balance of the Loan at the Interest Rate. The Borrower shall give notice to the Bank not less that five BusinessDays prior to the commencement of each interest Period (other than the first Interest Period) whether it has elected an Interest Period of three months orsix months. If no such notice is received by the Bank, the relevant interestPeriod shall be the same length as the previous Interest Period; provided, however, that an interest Period commencing before and which would otherwise and after an installment Payment Data shall end not such installment Payment Date. Section 2. 4. Determination of interest RateThe interest Rate for each interest Period with respect to the Loan shall be oneand one-half percent (1-1/2%) above the rate at which Dollar deposits in an amount equal to the principal amount of the Loan to be made or maintained are offered by the Bank for such Interest Period to prime banks in the London interbank market as of 11: 00A.M. (London time) two Business Days prior to the commencement of such Interest Period.Section 2. 5. The NoteThe Borrower's obligation to repay the principal amount of the Loan made by the Bank hereunder shall be evidenced by a note of the Borrower in the form of Exhibit A to this Agreement with appropriate inspections pursuant to thisSection 2. 5. The Note shall (I) be dated the date hereof, (II) be payable tothe order of the Bank in the principal amount of the Loan, (III) mature in eight equal installments, payable on the installment Payment Dates and (IV) bear interest at the interest Rate on the outstanding principal balance thereof fromtime to time, computed for each Interest Period and payable on the Interest Payment Dates.Section 2.6. Substitute Basis. In the event that on any date on which anInterest Rate is to be determined pursuant to Section 2.4, (I) the Bank shall determine that Dollar deposits in the principal amount of the Note to be outstanding for the interest Period for which such interest Rate is to be determined are not available to the Bank in the London interbank market, or (II)the Bank shall determine that the offered rate quotations at which Dollardeposits are offered in the London interbank market do not accurately reflectthe cost of the Bank of making maintaining the Loan for such interest period,the Bank shall forthwith give notice of such determination to the Borrower, by telex, telegram or cable at least one Business Day prior to the first day of any interest Period so affected. During the thirty (30) days next succeeding thedate of any such notice, the Bank and the Borrower shall enter into negotiationsin good faith in order to arrive at a mutually acceptable alternative basis(such alternative basis being hereinafter referred to as the "Substitute Basis")for funding the Loan. If within the thirty (30) days following the date of anysuch notice the Bank and the Borrower shall agree upon a Substitute Basis, such Substitute Basis shall be retroactive to and effective from the first day of thethen current Interest Period. If after thirty (30) days from the date of suchnotice the Bank and the Borrower have failed to agree upon a Substitute Basis,then the Bank shall certify in writing to the Borrower the interest rate orrates at which the Bank is prepared to make or maintain the Loan for such interest Period, it being understood that the Bank's interest rate shall be arate per annum equal to one and one-half percent (1-1/2%), above a rate which adequately and fairly reflects the cost to the Bank of obtaining the funds necessary to maintain the Loan for the then current Interest Period, suchinterest rate or rates to be retroactive to and effective from the first day ofsuch interest Period. The Bank shall furnish to the Borrower appropriate evidence establishing the manner in which the Bank obtained such funds and the cost to the Bank of obtaining such funds. Upon receipt of notice of the interest rate or rates at which the Bank will make or maintain the Loan,?the Borrower shall have the right to prepay in full (but not in part), pursuant to theprovisions of Section 4. 7, the then outstanding principal amount of the Loanand the Note, together with interest accrued therein to the date of such prepayment.Section 2.7. Interest Rate on Overdue PrincipalIn the event of failure by the Borrower to pay when due (whether upon stated maturity, by acceleration or otherwise) any payments due under the Loan or the Note, the Borrower shall pay interest, to be paid upon demand, to the holder ofthe Note on the unpaid amounts from the date such payments were due to the date of actual payment, (before as well as after judgment) for each day at a rate per annum equal to the higher of (I) one percent (1%) above the Interest Rate applicable to the Loan for the Interest Period immediately preceding the failureby the Borrower to pay or (II) two and one-half percent (2-1/2%) above the rateat which Dollar deposits were offered by the Bank in the amount outstanding fora one month period to prime banks in the London interbank market as of ll:00A.M. (London time) on the date of such failure by the Borrower to pay and on the first Business Day of each succeeding one month period thereafter. The Bank shall give prompt written or telex notice to the Borrower of the Interest Ratein effect from time to time in accordance with the foregoing sentence. Without prejudice to the rights of the Bank under this Section and to the extentpermitted by applicable law, the Borrower agrees to compensate the Bank for any loss or expense which the Bank may sustain or incur as a consequence of the Failure by the Borrower to pay when due any portion of the principal of or interest accrued on the Loan or the Note, or any other amount payable hereunder, including but not limited to any amounts payable by the Bank in order to honorits Commitment or make or maintain the Loan. A certificate of the Bank setting forth the basis for the determination of the amounts necessary to compensate the Bank as aforesaid in respect of such loss or expense shall be conclusive as tosuch determination and such amounts.Section 2.8. Computation; Determination ConclusiveAll payments of interest shall be computed on the basis of a year of 360 daysfor the actual number of days involved. Each determination of any Interest Rateby the Bank shall be conclusive and binding on the parties hereto (save for manifest arithmetic error).Section 2.9. Use of proceeds(a) The proceeds of the Loan will be used to finance a [specify purpose].(b) The Bank hereby notifies the Borrower, and the Borrower hereby acknowledges that it understands, that it is the policy of the Board of Governors of theFederal Reserve System of the United States of America that extensions of credit by international banking facilities may be used only to finance the non-United States operations of a customer located outside the United States of America.The Borrower acknowledges that the proceeds of the Loan will be used solely to finance its operations outside the United States of America.Article 3 Letter of CreditSection 3.1. Letter of Credit. The performance by the Borrower of itsobligations hereunder and under the Note shall be supported and guaranteed by a standby letter of credit issued to the Bank by the Guarantor in the form ofExhibit B hereto (the "Guaranty"). Such Guaranty shall be in the Amount of and shall not expire prior to the date which is one month after the finalinstallment Payment Date.Article 4 PaymentsSection 4.1. PaymentAll payments made by the Borrower under this Agreement or the Note shall be made to the Bank without setoff or counterclaim and in freely transferable UnitedStates Dollars no later than 10: 00 a. m. (Los Angeles time) at Crocker Los Angeles for the account of the Lending Office. Whenever any funds are due to be paid on a day which is not a Business Day, the date for the making thereof shallbe extended to the next succeeding Business Day. Interest or any other amounts due hereunder shall be computed on the basis of the number of days elapsed until and including such succeeding Business Day.Section 4.2. Obligation to Make Payments in Dollars. The obligation of the Borrower to repay the principal of and interest on the Loan and the Note,together with interest thereon, pursuant to the terms of this Agreement and ofthe Note, and the obligation of the Borrower to pay all other amounts under this Agreement, shall be dischargeable only by payment in Dollars, regardless of any law, rule, regulation or statute, whether now or hereafter in existence or ineffect in any jurisdiction which affects or purports to affect such obligation.The obligation of the Borrower to make payment in Dollars of the principal ofand interest on Loan and the Note shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted by the Bank to any currency other than the full amount of Dollars expressed to be payable in respect of the principal of and interest on the Loanand the Note and all other amounts due hereunder. The obligation of the Borrower to make payments in Dollars as aforesaid shall be enforceable as an alternativeor additional cause of action for the purpose of recovery in Dollars in theamount (if any) by which such actual receipt shall fall short of the full amountof Dollars expressed to be payable in respect to the principal of or interest onthe Loan and the Note and all other amounts due hereunder, and shall not be affected by judgment being obtained for any other sums due under this Agreement or the Note.Section 4.3. Borrower's Right to Partial Prepayment. The Borrower shall have the right on not less than thirty (30) Business days’ written or telex notice (which notice shall be irrevocable) to the Bank specifying the amount and date of prepayment, to prepay the Loan in full or in part, together with accruedinterest thereon, on any Interest Payment Date. Each partial prepayment shall bein integral multiples of $ 100, 000and and shall be applied first to unpaid installments of principal of the Loan in the inverse order of maturity thereof.The amounts so prepaid may not be re-borrowed hereunder.Section 4.4. ReimbursementThe Borrower will reimburse the Bank for all costs, expenses and losses (including loss of profit ) incurred by the Bank (including , withoutlimitation, costs, expenses and losses incurred in connection with theacquisition or liquidation of deposits or other funds acquired by the Bank inorder to make or maintain the Loan or in connection with the re* employment of such deposits or other funds following the payment or prepayment of the Loan at rates lower than the rate of interest on the Loan as provided for by this Agreement except for loss of profit accruing after the Interest Payment Datenext succeeding such payment or prepayment ) by reason of (a) the Loan not being made on the date hereof, or (b) the payment or prepayment of any principal ofthe Loan on a date other than an Interest payment Date. The Bank shall describe and certify any such costs, expenses and losses incurred by it to the Borrower,and such certification and notice shall be binding and conclusive in the absenceof manifest error in computation or transmission.Section 4.5. Taxes(a) All payments on account of the Note and the principal of and interest on the Loan and all other amounts payable under this Agreement or the Note by the Borrower shall be made free and clear of and without reduction by reason of all present and future income, stamp and other taxes, duties, fees, levies, imposts, deductions, charges, compulsory loans, withholdings or other charges whatsoever imposed, assessed, levied or collected by [Name of Country] or any department, agency or other political subdivision or taxing authority thereof or therein orany organization of which it is a member, together with interest thereon and penalties with respect thereof, if any, on or in respect of this Agreement, the Loan, the Note, the registration, notarization or other formalization of any thereof, the enforcement of any thereof, and any payment of principal, interest,charges, fees or other amounts made on, under or in respect of any thereof (herein collectively called "Taxes"). If any Taxes are so levied or imposed, the Borrower shall pay to the Bank such additional amounts as may be necessary so as to assure the Bank that it will receive a net amount equal to the total amountof the payments provided for herein or in the Note which the Bank would have received if such amounts had not been subject to Taxes. All Taxes will be paidby the Borrower prior to the date on which penalties attract thereto. Within 45 days after the date on which payment of any such Taxes is due pursuant to applicable law, the Borrower will furnish to the Bank the original of a receiptfor the full payment of such Taxes or, if such is not available, evidence ofsuch payment satisfactory in form and substance to the Bank.(b) The Borrower will indemnify and hold harmless the Bank or holder of the Note against and will reimburse to any such party upon demand the amount of any Taxes actually paid by any such party.Section 4.6. Increased Costs. On and after the date of this Agreement in theevent that any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any govern mental authority charged with the interpretation or administration thereof or in any directive of any applicable fiscal or monetary authority (whether or not having the force of law) shall change the basis of taxation of payments to the Bank of the principal ofor interest on the Loan or the Note or in respect of any other amounts due under this Agreement or shall impose, modify or deem applicable any reserve, special deposit or similar requirements against assets of, deposits with or for theaccount of, or credit extended by , the Bank, or shall impose on the Bank or the London interbank market any other condition affecting this Agreement, the Loan, or the Note and the result of any of the foregoing is to increase to cost to theBank of making or maintaining the Loan or to reduce the amount of any sum receivable by the Bank hereunder, then the Borrower shall pay to the Bank uponits demand such additional amount or amounts as will compensate the Bank for such additional cost or reduction. A certificate of the Bank setting forth thebasis for the determination of such amount necessary to compensate the Bank as aforesaid shall be delivered to the Borrower and shall, save for manifest errorin computation or transmission, be conclusive as to such determination and such amount.Section 4.7. Change of LawNotwithstanding any other provisions herein, in the event that any change in any applicable law, rule or regulation or in the interpretation or administrationthereof by any governmental authority charged with the interpretation or administration thereof shall make it unlawful for the Bank to (I) honor its Commitment, or (II) make or maintain the Loan, the Bank shall notify the Borrower and shall furnish the Borrower, in writing, evidence certified by the Bank of such change. Upon such notice by the Bank to the Borrower of the change, the Commitment of the Bank shall terminate and the aggregate principal amount of the Loan and the Note then outstanding, together with interest accrued thereonand any other amounts payable to the Bank under this Agreement shall be repaid on the Interest Payment Date next succeeding the date of any such change or on such earlier date as is specified by the Bank.Article 5 Representations and WarrantiesTo induce the Bank to enter into this Agreement and to make and maintain the Loan, the Borrower makes the following representations and warranties to the Bank.Section 5.1. Due Incorporation QualificationThe Borrower is a [specify type of entity] duly organized, validly existing andin good standing under the laws of [Name of Country] and it has the corporate power to own its property and to carry on its business as now being conductedand is duly qualified to do business in each jurisdiction in which the characterof the properties owned by it therein or the transaction of its business therein makes such qualification necessary.Section 5.2. Capacity and AuthorizationThe Borrower has full power and authority to enter into this Agreement, to maketo borrowings, to execute and deliver the Note and to incur the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary corporate action.Section 5.3. Consents and RegistrationsAll authorizations, consents, approvals, registrations, declarations, exemptions and licenses with or from any person which are required in connection with the execution, delivery, performance, validity or enforceability of or payment under this Agreement and the Note (except central bank permissions to remit foreign exchange which are not available at this time) have been obtained and are infull force and effect.Section 5.4. Legality and EnforceabilityThis Agreement constitutes, and the Note when issued and delivered pursuant hereto will constitute, the legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms in any competent court in [Name of Country].Section 5.5. Compliance with Other InstrumentsThe execution and delivery of this Agreement and compliance with its terms, and the issuance of the Note as contemplated therein will not result in a breach ofany of the terms or conditions of, or result in the imposition of any lien,charge or encumbrance upon any properties of the Borrower pursuant to, or constitute a default (with due notice or lapse of time or both) or result in an occurrence of an event for which and holder or holders of indebtedness may declare the same due and payable under, any indenture, agreement, order, judgment or instrument under which the Borrower is a party or by which the Borrower or its property may be bound or affected, or under the Memorandum or Articles of Association of the Borrower, and will not violate any provision of applicable law.Section 5. 6. Financial StatementsThe balance sheet of the Borrower as at ____, and the related earnings statementof the Borrower for the fiscal year then ended, copies of which have been furnished to the Bank, are complete and correct and fairly present the financial condition of the Borrower as at such date and the results of its operations forthe period ended on such date and have been prepared in accordance with generally accepted accounting principles in [Name of Country] applied on a consistent basis. There are no material liabilities, direct or indirect, fixedor contingent, of the Borrower as of the date of such balance sheets which arenot reflected therein or in the notes thereto. There has been not materialadverse change in the business, properties, condition (financial or other) or operation of the Borrower since the date of said balance sheet.Section 5. 7. Material Adverse Events. Except as heretofore disclosed by the Borrower to the Bank in writing, since ____, neither the condition (financial or otherwise) , the business nor the properties of the Borrower have beenmaterially and adversely affected in any way.Section 5. 8. Litigation, Etc.Except as heretofore disclosed by the Borrower to the Bank in writing, there areno actions, suits or proceedings (whether or not purportedly on behalf of the Borrower) pending, or to the knowledge of the Borrower threatened, against or affecting the Borrower, at law or in equity, before or by and person, which , if adversely determined, would have a material adverse effect on the business, properties or condition (financial or otherwise) of the Borrower. The Borroweris not in violation or default with respect to any applicable laws and/or regulations which materially affect the operations and/or condition (financialor otherwise) of the Borrower nor is it in violation or default with respect toany order, writ, injunction, demand or decree of any court or any Person or in violation or default in any material respect under any indenture, agreement or other instrument under which the Borrower is a party or may be bound, default under which might have consequences which would materially and adversely affect the business, properties or condition (financial or otherwise) of the Borrower. Section 5.9. TaxesThe Borrower is permitted to make all payments hereunder or under the Note as provided in the Agreement and the Note, all such payments to the Bank shall be free and clear of any Taxes and such payments when received by the Bank will not be subject to Taxes. The Borrower is permitted to pay all Taxes as provided inthis Agreement.Section 5.10. Documentary TaxNeither this Agreement, the Note nor the Guaranty is subject to any stamp ordocumentary tax or other similar charge, including but not limited to any registration tax of [Name of Country] or any political sub-division or taxing authority thereof or therein, except stamp duty under the [Name of Country] Revenue Code.Section 5.ll. ImmunityThe Borrower is subject to suit with respect to its obligations hereunder andthe borrowings by the Borrower hereunder and the execution, delivery and performance of this Agreement and the Note by the Borrower constitute private and commercial acts rather than governmental and public acts. Neither the Borrower nor any of its assets enjoys any right of immunity on the grounds of sovereignty or otherwise from setoff, suit, judgment or execution in respect ofits obligations under this Agreement.and assets reflected in the balance sheet and related notes of the Borrower asat ____, referred to in Section 5. 6 and all properties and assets acquired bythe Borrower thereafter and prior to the date hereof; and none of such properties or assets are subject to any lien (including any encumbrance or security interest), except as disclosed in the most recent balance sheetreferred to in Section 5. 6 and the related notes.Section 5.13. TaxesThe Borrower has filed or caused to be filed all tax returns which are requiredto be filed by it pursuant to the laws, regulations or orders of each governmental entity or taxing authority with taxing power over the Borrower or its assets. The Borrower has paid, or made provision for the payment of, all taxes, assessments, fees and other governmental charges which have or may have become due pursuant to said returns, or otherwise, or pursuant to any assessment received by the Borrower, except such taxes, if any, as to which adequate funded reserves (determined in accordance with generally accepted accounting principles in [Name of Country]) have been provided. The charges, accruals and reserves in respect of taxes on the books of the Borrower (determined in accordance with generally accepted accounting principles in [Name of Country]) are adequate. The Borrower knows of no proposed material tax assessment against it and no extension of time for the payment of any tax is in effect or has been requested except as disclosed in the financial statements furnished to the Bank.Section 5.14. Adverse Contracts and OrdersExcept as heretofore disclosed in writing to the Bank, the Borrower is not a party to or bound by, or subject to, any contract, instrument, charger, by-lawor other corporate restriction or any order, decree or judgment of any Person (the "Restrictive Documents") which materially and adversely affects its business, properties or condition (financial or otherwise) or is in default inthe performance, observance, or fulfillment of any of the obligations or conditions contained in any of such Restrictive Documents.Section 5.15. Pari PassuThe Borrower's obligations hereunder and under the Notes rank and will rank at least pari passu in priority of payment and in all other respects with all other indebtedness of the Borrower.Section 5.16. Legal FormThis Agreement, the Note and the Guaranty are in proper legal form under the laws of [Name of Country] and would be entitled to enforcement in accordance with their respective terms if proceedings for the enforcement thereof were brought against the Borrower in the courts of [Name of Country].Section 5. 17. The GuarantorThe Guarantor is duly organized and in good standing under the laws of [Name of Country] and has full power, authority and legal right to incur indebtedness under the Guaranty, to execute and deliver the Guaranty, and to perform and observe the terms and provisions of the Guaranty, and the Guaranty when duly executed and delivered will constitute the legal, valid and binding obligationof the Guarantor enforceable in accordance with its terms in any competent court in ([Name of Country]).Article 6 Conditions of LendingSection 6.1. The obligation of the Bank to make the Loan hereunder is subject to performance by the Borrower of all its obligations under this Agreement and to the fulfillment of the following conditions precedent in a manner satisfactoryto the Bank on or before the date hereof:。
