英文國(guó)際借貸合同實(shí)例

Loan Contract

This AGREEMENT entered into as of________,________, between________company, a________(Name of Country) company (the "Borrower") and BANK,________, a national banking association of the United States (the "Bank").

WITNESSETH：

WHEREAS, the Borrower has requested the Bank to extend to the Borrower a term loan in the principal amount of United States Dollars________(U. S. $)upon the terms and subject to the Conditions of this Agreement;

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.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________and________, and on which dealings in Dollar deposits between banks are carried out in the interbank market;

Commitment: the obligation of the Bank to make the loan to the Borrower on the date hereof;

Credit: Credit Bank, ________International Division;

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 8 of this Agreement;

Guarantor: 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 not 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 be Borrower and whether acting in an individual, fiduciary or other entity.

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 Borrower agrees to borrow, the principal amount of Dollars($)________.

Section 2.2 Disbursement

On the date hereof, upon fulfillment of the conditions set forth in Article 6, 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 6, the Bank shall not be obligated to make the Loan.

Section 2.3 Repayment, Payment of Interest, Designation of Interest Period

The 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 Business Days prior to the commencement of each interest Period (other 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 commences before and otherwise after an installment Payment Data, interest Period shall end on 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 percent(________%)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 11:00 A.M. (time) two Business Days prior to the commencement of such Interest Period.

Section 2.5 The Note

The Borrower's obligation to reply 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 pursuant to this Section 2.5. The Note shall (I) be dated the date hereof, (II) be payable to 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 the Interest Payment Dates.

Section 2.6 Substitute Basis.

In the event that on any date on which an Interest 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 Dollar deposits are offered in the London interbank market do not accurately reflect the 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________days next succeeding the date of any such notice, the Bank and 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________days following the date of any such 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 the then current Interest Period. If after________days from the date of such notice 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 or rates at which the Bank is prepared to make or maintain the Loan for such interest Period. It is understood that the Bank's interest rate shall be a rate per annum equal to________percent(%), 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, 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 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 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 2.7 Interest Rate on Overdue Principal

In 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 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 each day at a rate equal to the higher of (I)________percent(%) above the Interest Rate applicable to the Loan for the Interest Period immediately preceding the failure by the Borrower to pay or (Ⅱ)________percent(%) above the rate at which Dollar deposits were offered by the Bank in the amount outstanding for a one month period to prime banks in the London interbank market as of________(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 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 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 honor its 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 to such determination and such amounts.

Section 2.8 Computation, Conclusive Determination

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.

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 the Federal 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 Credit

Section 3.1 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 shall 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 4.1 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 transferable United States Dollars no later than 10:00 a.m. (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. 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 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 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 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 Loan and 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 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 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________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 accrued interest thereon, on any Interest Payment Date. Each partial prepayment shall be in integral multiples of________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 reborrowed hereunder.

Section 4.4 Reimbursement

The Borrower will reimburse the Bank for all costs, expenses and losses (including loss of profit) incurred by the Bank (including, 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 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 Date next 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 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 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 or any 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 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 any such Taxes is due pursuant to applicable law, the Borrower will furnish to the Bank the original of a receipt for the full payment of such Taxes or, if such is not available, evidence of such 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 the event that any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any governmental 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 of or 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 the account 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 the cost to the Bank 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 upon its demand such additional amount or amounts as will compensate the Bank for such additional cost or reduction. A certificate of the Bank setting forth the basis for the determination of such amount necessary to compensate the Bank as aforesaid shall be delivered to the Borrower and shall, save for manifest error in computation or transmission, be conclusive as to such determination and such amount.

Section 4.7 Change of Law

Notwithstanding any other provisions herein, in the event that any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof shall make it unlawful for the Bank to (1) honor its Commitment, or (2) 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 thereon and 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 Warranties

To 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 Qualification

The Borrower is a________(specify type of entity) duly organized, validly existing and in 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 conducted and is duly qualified to do business in each jurisdiction in which the character of the properties owned by it therein or the transaction of its business therein makes such qualification necessary.

Section 5.2 Capacity and Authorization

The Borrower has full power and authority to enter into this Agreement, to make to 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 Registrations

All 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 in full force and effect.

Section 5.4 Legality and Enforceability

This 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 Instruments

The 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 of any 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 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 Statements

The balance sheet of the Borrower and the related earnings statement of 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 for the 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, fixed or contingent, of the Borrower as of the date of such balance sheet which is not reflected therein or in the notes thereto. There has been not material adverse 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) of the business nor the properties of the Borrower have been materially and adversely affected in any way.

Section 5.8 Litigation

Except as heretofore disclosed by the Borrower to the Bank in writing, there are no 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 any person, which, if adversely determined, would have a material adverse effect on the business, properties or condition (financial or otherwise) of the Borrower. The Borrower is not in violation or default with respect to any applicable laws and/or regulations which materially affect the operations and/or condition (financial or otherwise), 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 Taxes

The 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 in this Agreement.

Section 5.10 Documentary Tax

Neither this Agreement, the Note nor the Guaranty is subject to any stamp or documentary tax or other similar charge, including but not limited to any registration tax of________(Name of Country) or any political subdivision or taxing authority thereof or therein, except stamp duty under the________(Name of Country) Revenue Code.

Section 5.11 Immunity

The Borrower is subject to suit with respect to its obligations hereunder and the 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 of its obligations under this Agreement.

Section 5.12 Title

The Borrower has good and marketable title to its properties and assets reflected in the balance sheet and related notes of the Borrower as at, referred to in Section 5.6 and all properties and assets acquired by the 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 sheet referred to in Section 5.6 and the related notes.

Section 5.13 Taxes

The Borrower has filed or caused to be filed all tax returns which are required to 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 Orders

Except 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-law or 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 in the performance, observance, or fulfillment of any of the obligations or conditions contained in any of such Restrictive Documents.

Section 5.15 Pari Passu

The 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 Form

This 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 Guarantor.

The 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 obligation of the Guarantor enforceable in accordance with its terms in any competent court in________(Name of Country).

Article 6 Conditions of Lending

Section 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 satisfactory to the Bank on or before the date hereof:

(a) The Bank shall have received the duly executed Note in the principal amount of the Loan.

(b) The Bank shall have received the duly executed Guaranty, and such Guaranty shall be in form and substance satisfactory to the Bank.

(c) (1) The borrower shall have complied and shall then be in compliance with all the terms, covenants and conditions of this Agreement which are binding upon it, (2) both immediately prior to and at the completion of the borrowing there shall exist no Event of Default and no event which, with the giving of notice or the lapse of time, or both, would constitute an Event of Default, and (3) the representations and warranties contained in Article 5 shall be true with the same effect as though such representations and warranties had been made at the time of such borrowing.

(d) The Borrower and the Guarantor shall have received all necessary governmental approvals required to be obtained in connection with this Agreement, the Note and the Guaranty, including all necessary approvals, if any, for the borrowing hereunder, for the use of the proceeds thereof and for the schedule of repayment in Dollars of principal of, and interest on, the Note in accordance with the terms hereof and of the Guaranty and all other payments contemplated hereunder or thereunder or otherwise payable in connection with the transactions contemplated hereby, and such approvals shall be in full force and effect.

(e) The Bank shall have received a certified copy of a letter from the________(Central Bank) approving in principal the borrowing hereunder and the remittance of Dollars by the Borrower pursuant to this Agreement and the Note.

(f) The Bank shall have received certified copies of all corporate action taken by the Borrower and the Guarantor to authorize this Agreement, the Note, the Guaranty and the borrowing hereunder, as the case may be, and copies of all governmental approvals referred to in the preceding paragraph(d), and such other documents as the Bank shall reasonably require. Such corporate action shall be satisfactory in form and substance to the Bank and its counsel.

(g) The Bank shall have received opinions of (1) Counsel to the Borrower, which counsel shall be satisfactory to the Bank, substantially in the form of Exhibit 3 thereto and with respect to such other matters as the Bank may reasonably require; (2)Special________(Name of Country) counsel to the Bank, with respect to such matters as the Bank may require, including, without limitation, the enforceability in accordance with their respective terms of this Agreement, the Note and the Guaranty; and(3)Such other opinions of counsel as the Bank may require.

(h) The Bank shall have received evidence of the authority of each person (Ⅰ) who has signed this Agreement on behalf of the Borrower, (Ⅱ) who has signed the Guaranty on behalf of the Guarantor, (Ⅲ) who will execute the Note on behalf of the Borrower, (Ⅳ) who will sign the statements, reports, certificates and other documents required or permitted by this Agreement and who will otherwise act as the representative of the Borrower in connection with the operation of this Agreement.

(i) The Bank shall have received the authenticated specimen signature of each person named pursuant to the preceding paragraph(h).

(j) The Bank shall have received any and all further information and documents, including records of corporate proceedings, which the Bank may reasonably request in connection with the transaction contemplated by this Agreement, such documents, where appropriate, to be certified by proper corporate authorities.

Article 7 Covenants

So long as the Borrower may borrow hereunder and until payment in full of the Note and performance of all other obligation of the Borrower hereunder, and except to the extent that the Bank may otherwise agree in writing:

Section 7.1 Financial Statements

The Borrower will furnish to the Bank as soon as available but in no event more than sixty(60)days after the close of each semester of each of the Borrower's fiscal years, an unaudited balance sheet of the Borrower as of the end of such period and a profit and loss statement of the Borrower for such periods, completely and correctly setting forth and fairly presenting the financial condition of the Borrower;

Section 7.2 Reports

(a) The Borrower will provide to the Bank as soon as possible and in any event within five days after the occurrence of each Event of Default, or each event which with the giving of notice or lapse of time, or both, would constitute an Event of Default, which is continuing on the date of such statement, a statement of the Managing Director of the Borrower setting forth details of such Event of Default or event and the action which the Borrower proposes to take with respect thereto;

(b) The Borrower shall provide the Bank with such additional information, reports or statements as the Bank may from time to time reasonably request and will permit the Bank or its representatives, at any reasonable time or times, to inspect the properties of the Borrower and to inspect, audit and examine the books or records of the Borrower and to take extracts therefrom.

Section 7.3 Pari Passu Treatment

The 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 indebtedness of the Borrower, and the Borrower will not secure or allow to be secured any other indebtedness now or hereafter existing by any mortgage, lien, pledge or other charge upon its present or any future assets or revenues (except trust receipts made in the normal course of business) unless the benefit of such security is at the same time extended equally and ratably to the Borrower's obligations hereunder and under the Note. The Borrower will insure that all applicable laws in the appropriate jurisdictions are complied with so that the Borrower's obligations hereunder and under the Note shall rank at least equally with such other Indebtedness.

Section 7.4 Maintenance of Consents and Registrations

The Borrower will do and cause to be done all things necessary to, and it will comply with all laws applicable to it and it will obtain all consents, licenses, approvals or authorizations of or registrations with any governmental authority, bureau agency which may at any time be required or desirable in the opinion of the Bank with respect to this Agreement, any amendment of supplement hereto, and the Note and shall take all necessary and appropriate action to ensure the continuance in force of all consents, licenses, approvals, authorizations or registrations so obtained, the Borrower shall deliver to the Bank a certified copy of the (Central Bank) loan registration letter (and a Board of Investment Section 37 approval letter) within ninety days from the date hereof.

Section 7.5 Insurance

The Borrower will at all times at its own expense insure and keep insured, with such insurance as the Bank may from time to time reasonably approve, all buildings and constructions of an insurable nature being or forming part of its property, and shall maintain insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Borrower operates.

Section 7.6 Maintenance of Existence, Conduct of Business

The Borrower will preserve and maintain its corporate existence, its business as presently conducted, and all of its rights, privileges and franchises necessary or desirable in the normal conduct of said business, keep its properties useful or necessary in its business in good working order and condition, and will comply with all applicable laws and regulations of any person and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound, if noncompliance will have a material adverse effect upon its financial condition.

Article 8 Events of Default

Section 8.1 If any one or more of the following "Events of Default" shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule, regulation or decree of any administrative or governmental body);

(a) Failure by the Borrower to pay, in accordance with the terms of this Agreement or the Note, the principal of or interest accrued on the Loan or the Note, or any other amounts payable hereunder, when the same becomes due and payable in accordance with the terms hereof (whether at maturity, by notice of internation to prepay or otherwise); or

(b) Failure by the Borrower to perform or observe any other term, covenant or agreement contained herein or in the note; or

(c) Any representation or warranty made by the Borrower herein or any statement or representation made in any certificate, report or opinion delivered pursuant hereto shall approved to have been incorrect or misleading in any material respect when made; or

(d) Any registration or governmental consent or approval granted or required in connection with this Agreement, the Note or the Guaranty expires or is terminated or revoked or is modified in any manner or fails to remain in full force and effect; or

(e) It becomes unlawful for the Borrower or the Guarantor to perform any of its obligations hereunder or under the Note or the Guaranty, as the case may be, or any other document contemplated hereby or referred to herein; or

(f) The Guarantor shall renounce or modify its obligations under the Guaranty; or

(g) The Borrower or the Guarantor shall fail to pay at maturity, or within any applicable period of grace, any Indebtedness; or fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound evidencing or securing Indebtedness; if the effect of such failure is to accelerate, or to permit (assuming the giving of notice or lapse of time or both, if required) the holder or holders thereof or of any obligations issued thereunder to accelerate, the maturity thereof or of any such obligations, whether or not such acceleration occur or such default shall be waived; or

(h) The Borrower or the Guarantor shall be adjudicated a bankrupt or insolvent, or admit in writing its inability to pay its debts as they mature, or make an assignment for the benefit of creditors; or the Borrower or the Guarantor shall apply for or consent to the appointment of a receiver, trustee, or similar officer for or for all or any substantial part of its property; or such receiver, trustee or similar office shall be appointed without the application or consent of the Borrower or the Guarantor and such appointment shall continue undischarged for a period or fourteen (14) days; or the Borrower or the Guarantor shall institute (by petition, application, answer, consent or otherwise) any suspension of payments, bankruptcy, insolvency reorganization, arrangement, readjustment or debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction, or any such proceeding shall be instituted (by petition, application or otherwise) against the Borrower or the Guarantor and shall remain undismissed for a period of fourteen (14) days; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of the Borrower or the Guarantor and such judgment, writ, or similar process shall not be released, vacated or fully bonded within fourteen (14) days after its issue or levy; or

(i) A final judgment for money, in excess of________or its equivalent on the date of final judgment or at any time thereafter shall be rendered against the Borrower and if, within fourteen (14) days after entry thereof, such judgment shall not have been discharged, satisfied, or if, within fourteen (14) days after the expiration of any such stay, such judgment shall not have been discharged or satisfied; or

(j) All or any substantial part of the property of the Borrower or the Guarantor shall be condemned, seized or otherwise appropriated, or custody or control of such property shall be assumed by any person or entity acting or purporting to act under authority of government (de jure or de facto) or the Borrower or the Guarantor shall have been prevented from exercising managerial control over all or said substantial part of its property by any such person or entity;

THEN, upon the happening of any of the foregoing Events of Default which shall be continuing, the obligation of the Bank to make the Loan hereunder shall immediately cease, and the Bank may declare the principal of and accrued interest in respect of the Loan and the Note to be immediately due and payable whereupon the principal and accrued interest and any and all other amounts payable hereunder shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower, provided that upon the happening of any event specified in Section 8.1(h) hereof, the Loan and Note shall be immediately due and payable without any declaration or other notice to the Borrower.

Section 9 Jurisdiction

Section 9.1 The Borrower hereby agrees that any legal action or proceeding with respect to this Agreement, the Note of the other documents contemplated hereby or referred to herein and any action or proceeding to execute or otherwise enforce any judgment obtained against if for breach thereof, may be instituted in the courts of the State of California or in the United States District Court for the Northern District of California or in any court in________(Name of Country) or elsewhere, as the Bank may elect, and by execution and delivery of the Agreement the Borrower irrevocably and unconditionally submits to each such jurisdiction.

Section 9.2 Service of Process

The Borrower hereby irrevocably and unconditionally designates, appoints and empowers________as its agent to receive for and on its behalf service of process in any action or proceeding with respect to this Agreement or the Note. The Borrower agrees that the failure of any such agent to give notice to the Borrower of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Borrower further irrevocably consents to service of process upon it out of said courts in any such action or proceeding by mailing copies thereof by United Stated registered air mail, postage prepaid, to the Borrower at the address specified in Section 10.5 hereof. The foregoing, however, shall not limit the right of the Bank to serve process in any other manner permitted by law. The Borrower represents and warrants that so long as it shall be obligated to the Bank under this Agreement or the Note, it shall maintain a duly appointed agent satisfactory to the Bank for the service of summonses and other legal process in for the purposes of any legal suit, action or proceeding brought by the Bank and shall keep the Bank advised in writing of the identity and location of such agent.

Section 9.3 Venue

The Borrower hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Note brought in the courts of the State of or and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Article 10 Miscellaneous

Section 10.1 Entire Agreement

This Agreement with Exhibits embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.

Section 10.2 Expenses

The Borrower shall, whether or not the Loan is made, reimburse the Bank, on demand, for all reasonable expenses incurred by the Bank (including, without limitation, the fees and expenses of any special United States or other counsel to the Bank and, in the case of matters referred to in clause(b) below, other counsel to the Bank, independent accountants and other experts and communication, travel and all other out-of-pocket expenses) incurred in connection with

(a) the negotiation, preparation, execution, delivery and administration of this Agreement, the Note and the other documents contemplated hereby or referred to herein, and any amendments or other modifications of, or waives or consents under, any thereof;

(b) the enforcement of this Agreement and the Note, and

(c) if an Event of Default shall have occurred and be continuing (whether or not notice of such Event of Default is given by the Bank or any other action is taken in respect thereof), in the administration of this Agreement.

Section 10.3 No Waiver

No failure or delay on the part of the Bank in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power hereunder. No waiver of any provision of this Agreement or the Note and no consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing and signed by the Bank, and such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall, of itself, entitle the Borrower to any other or further notice or demand in similar or other circumstances. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

Section 10.4 Survival

The representations and warranties of the Borrower set forth herein shall survive the making of the Loan and the obligations of the Borrower under Sections 2.7, 4.2, 4.4, 4.5, 4.6 and 10.2 hereof, shall survive the repayment of the Loan and the cancellation of the Note.

Section10.5 Notices

Any communication, demand or notice to be given hereunder or with respect to the Note shall be duly given when delivered in writing or sent by telex or authenticated cable.

Or, as to each party, at such other address as such party may designate by notice in writing to the other party. All notices by mail from one country to another shall be sent as first class, postage prepaid, airmail. Except as otherwise provided herein, all notices or demands sent by registered airmail shall be deemed received days after they have been sent and notices or demands sent by telex shall be deemed received at the time of the dispatch thereof.

Section 10.6 Governing Law

This Agreement, the Note and the right and the obligations of the parties hereunder and thereunder shall be governed by and construed in accordance with the laws of the State of California.

Section 10.7 Separability of Provisions.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, not be effective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity, or enforceability of such provisions in any other jurisdiction.

Section 10.8 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Borrower and the Bank and their respective successors and assigns, except that the Borrower may not assign any of its rights and obligations hereunder. The Bank shall have the right at any time without the consent or notice to the Borrower to sell, assign, transfer, negotiate of grant participations in or otherwise dispose of all or part of the Loan outstanding under this Agreement or the Note. The Borrower shall at the request of the Bank execute and deliver to the Bank, or to such other party or parties as the Bank may designated, any and all further instruments as may be necessary or desirable to give full force and effect to such disposition.

Section10.9 Language

All notices, demands, requests, statements or other communications to be made or given by the Borrower hereunder shall be in the English language. Any documents other than financial statements required to be delivered pursuant to this Agreement which are not in the English language must be accompanied by a certified English translation thereof and in the event of any conflict between the original of the document and the English language translation thereof, the English language translation shall for all purposes be deemed to be the correct and controlling version.

Section 10.10 Headings

The headings of the various sections and subsections hereof are for convenience of reference only, do not constitute a part hereof and shall not affect the nearing or construction of any provision hereof.

Section 10.11 Accounting Terms

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 5.6 hereof, and all financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles.

Section 10.12 Amendment

No provision of this Agreement or the Note may be amended, modified, supplemented, discharged or terminated, unless the Bank consents thereto in writing.

Section 10.13 Counterparts

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

________CO. LTD BANK________

By reprensentative: (Signature) By reprensentative: (Signature)