LOAN AGREEMENT (INTERNATIONAL)国际贷款协议

This ACREEMENT entered into as of ___ (Day) ___ (Month), 20__， between ABC

company, 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 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 available 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 meanings 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 Bank 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 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 indebtedness

which, in accordance with generally accepted accounting principles in [Name of

Country] Would be included in determining liabilities 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 (other 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 Section 4. 1, the dates which are

eighteen months, twenty-four months, 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 ____ months 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 day 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 determined as provided in sections

2.4, 2.6 and 2.7, 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

the 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 the indebtedness of the

Borrower 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 Loan

Section 2.1. The Commitment

Upon 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