LOAN AGREEMENT (INTERNATIONAL)國際貸款協(xié)議

1、 LOAN AGREEMENT (INTERNATIONAL)國際貸款協(xié)議loan agreement (international)國際貸款協(xié)議 this acreement entered into as of _ (day) _ (month), 20_， between abc company, a name of countrycompany (the “borrower”) and credlt bank, n. a. , a national banking association of the united states of america (the “bank”). wit

2、nesseth: whereas, the borrower has requested the bank to extend to the borrower a term loan 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; and whereas, the bank is prepared to make such a loan availab

3、le to the borrower upon the terms and subject to the conditions of this agreement; now, therefore, in consideration of the mutual promises contained therein, the parties agree as follows: article 1 definitions section 1. 1 for the purposes of this agreement, the following expressions have the meanin

4、gs set forth below: ”business day”: any day on which banks are open to conduct their regular banking business in london, england, and los angeles, california, and on which dealings in dollar deposits between banks are carried out in the london interbank market; ”commitment”: the obligation of the ba

5、nk to make the loan to the borrower on the date hereof; ”credit los angeles”: credit bank, international division, los angeles, california; ”dollars” and the sign “$”: lawful money of the united states of america and, in relation to all payments hereunder, immediately available funds; ”event of defa

6、ult”: any of the events specified in article of this agreement; ”guarantor”: xyz bank limited; ”indebtedness”: of any person, or the borrower, means all items of indebtedness which, in accordance with generally accepted accounting principles in name of country would be included in determining liabil

7、ities as shown on the liability side of a balance sheet of such person or the borrower as of the date indebtedness is to be determined, and shall also include all indebtedness and liabilities of others assumed or guaranteed or in respect of which the borrower is secondarily or contingently liable (o

8、ther than by endorsement of instruments in the course of collection) , whether by reason of any agreement to acquire such indebtedness or to supply or advance sums or otherwise; ”installment payment dates”: subject to section12345678910 . 下一頁 4. 1, the dates which are eighteen months, twenty-four mo

9、nths, thirty months, thirty-six months, forty - two months, forty-eight months, fifty - four months and sixty months from the date hereof; ”interest payment date”: the last day of each interest period; ”interest period”: the period commencing on the date hereof and ending on the day which is _ month

10、s after such date, and each period thereafter beginning on the last day of the immediately preceding interest period and ending on the day which is three months or six months after such date, as the borrower may elect; provided, however, that (i) any interest period which would otherwise end on a da

11、y which is a business day shall be extended to the next succeeding day which is a business day, and (ii) any interest period commencing before and which would otherwise end after an installment payment date shall end on such installment payment date; ”interest rate”: the rate of interest to be deter

12、mined as provided in sections , and , as the case may be; ”lending office”: the international banking facility of the bank, or such other branch, office, affiliate or subsidiary of the bank as it may at its discretion from time to time designate, from which the loan will thereafter be made and for t

13、he account of which the loan will be outstanding and all payments hereunder will be made; ”loan”: the loan made by the bank to the borrower pursuant to section 2. 1 hereof; “note”: the promissory note of the borrower to the order of the bank in substantially the form of exhibit a hereto, evidencing

14、the indebtedness of the borrower to the bank resulting from the banks 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. arti

15、cle 2 the loan section the commitmentupon the terms and subject to the conditions herein set forth, and relying upon the 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,

16、the principal amount of one million dollars ( $ 1, 000, 000). section 2. 2. disbursement on the date hereof, upon fulfillment of the conditions set forth in article , 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 de

17、signated by the borrower, if the borrower fails to satisfy the conditions precedent set forth in article 1, the bank shall be obligated to make the loan. section repayment; payment of interest; designation of interest period the borrower agrees to repay the principal amount of the loan on the instal

18、lment 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 business days prior to the commencement of each interest period (othe

19、r than the first interest period) whether it has elected an interest period of three months or six months. if no such notice is received by the bank, the relevant interest period shall be the same length as the previous interest period; provided, however, that an interest period commencing before an

20、d which would otherwise and after an installment payment data shall end not such installment payment date. section 2. 4. determination of interest rate the interest rate for each interest period with respect to the loan shall be one and one-half percent (1-1/2%) above the rate at which dollar deposi

21、ts 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: (london time) two business days prior to the commencement of such interest period. section 2. 5. the note the bo

22、rrowers 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 this section 2. 5. the note shall (i) be dated the date hereof, (ii) be payable to

23、the 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 from time to time, computed for each interest period and payable on t

24、he interest payment dates. section substitute basis. in the event that on any date on which an interest rate is to be determined pursuant to section , (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 intere

25、st 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 dollar deposits are offered in the london interbank market do not accurately reflect the cost of the bank of making maintaining the loa

26、n 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 the date of any such notice, the bank a

27、nd the borrower shall enter into negotiations in 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 any such notice the ba

28、nk and the borrower shall agree upon a substitute basis, such substitute basis shall be retroactive to and effective from the first day of the then current interest period. if after thirty (30) days from the date of such notice the bank and the borrower have failed to agree upon a substitute basis,

29、then the bank shall certify in writing to the borrower the interest rate or rates at which the bank is prepared to make or maintain the loan for such interest period, it being understood that the banks interest rate shall be a rate per annum equal to one and one-half percent (1-1/2%), above a rate w

30、hich adequately and fairly reflects the cost to the bank of obtaining the funds necessary to maintain the loan for the then current interest period, such interest rate or rates to be retroactive to and effective from the first day of such interest period. the bank shall furnish to the borrower appro

31、priate 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)

32、, pursuant to the provisions of section 4. 7, the then outstanding principal amount of the loan and the note, together with interest accrued therein to the date of such prepayment. section interest rate on overdue principal in the event of failure by the borrower to pay when due (whether upon stated

33、 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 of the 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 ea

34、ch 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 failure by the borrower to pay or (ii) two and one-half percent (2-1/2%) above the rate at which dollar deposits were offered by the

35、 bank in the amount outstanding for a one month period to prime banks in the london interbank market as of ll:00 (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

36、notice to the borrower of the interest rate in 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 extent permitted by applicable law, the borrower agrees to compensate the bank for any loss or expense which th

37、e 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 honor its commitmen

38、t 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 to such determination and such amounts. section computation; determination co

39、nclusive all payments of interest shall be computed on the basis of a year of 360 days for the actual number of days involved. each determination of any interest rate by the bank shall be conclusive and binding on the parties hereto (save for manifest arithmetic error). section use of proceeds (a) t

40、he 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 the federal reserve system of the united states of america that extensions of cred

41、it 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.

42、article 3 letter of credit section letter of credit. the performance by the borrower of its obligations 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 of exhibit b hereto (the “guaranty”). such guaranty sha

43、ll be in the amount of and shall not expire prior to the date which is one month after the final installment payment date. article 4 payments section payment all payments made by the borrower under this agreement or the note shall be made to the bank without setoff or counterclaim and in freely tran

44、sferable united states 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 shall be extended to the next succeeding business day

45、. 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 obligation to make payments in dollars. the obligation of the borrower to repay the principal of and interest on the loan and the note,

46、 together with interest thereon, pursuant to the terms of this agreement and of the 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

47、in existence or in effect in any jurisdiction which affects or purports to affect such obligation. the obligation of the borrower to make payment in dollars of the principal of and interest on loan and the note shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgm

48、ent, 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 loan and the note and all other amounts due hereunder. the obligation of the borrower to make payments in dollars as af

49、oresaid shall be enforceable as an alternative or additional cause of action for the purpose of recovery in dollars in the amount (if any) by which such actual receipt shall fall short of the full amount of dollars expressed to be payable in respect to the principal of or interest on the loan and th

50、e 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 borrowers right to partial prepayment. the borrower shall have the right on not less than thirty (30) business days written or telex notic

51、e (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 accrued interest thereon, on any interest payment date. each partial prepayment shall be in integral multiples of $ 100, 000and and shall be applied fi

52、rst 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 reimbursement the borrower will reimburse the bank for all costs, expenses and losses (including loss of profit ) incurred by the bank (inclu

53、ding , without limitation, costs, expenses and losses incurred in connection with the acquisition or liquidation of deposits or other funds acquired by the bank in order to make or maintain the loan or in connection with the re* employment of such deposits or other funds following the payment or pre

54、payment 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 date next succeeding such payment or prepayment ) by reason of (a) the loan not being made on the date hereof, or (b) the payment o

55、r prepayment of any principal of the 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 absence of manifest error in compu

56、tation or transmission. section 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,

57、 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 or any orga

58、nization 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, int

59、erest, 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 equ

60、al to the total amount of 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 paid by the borrower prior to the date on which penalties attract thereto. within 45 days after the date on which payment of a