借款合同文本文件(英文版)(共11页).doc

1、Loan Agreement(借款合同)LOAN AGREEMENT， dated as of_， among X， as borrower (the""Borrower")， A BAND， as agent (in such capacity， the "Agent") B BANK， and C BANK as managers (the "Managers")， and the several banks and finan LOAN AGREEMENT， dated as of_， among X， as borr

2、ower (the""Borrower")， A BAND， as agent (in such capacity， the "Agent") B BANK， and C BANK as managers (the "Managers")， and the several banks and financial institutions named as. Banks on the signature pages hereof， as lenders (collectively the"Banks" an

3、d each individual-ly Bank").WHEREAS the Borrower proposes to borrow from the Banks， and the Bands， severally but not jointly， propose to lend to the Borrower， an aggregate amount of $ 50， 000， 000， the parties have agreed as follows.1. DEFINITIONS; INTERPRETATION1.1. Definitions， For purplses o

4、f this Agreement， the following terms shallhave the meanings indicated"Banking Day" means a day on which dealings in deposits in Dollars are carried on in theLondon interbank market and banks are open for business in London and not required or au-thorized by law to close in New York City，

5、and "London Banking day" means a day on which dealings in deposits in Dollars are carried on in the London interbank market and banks are open for business in London."Disbursenent Date" has the meaning assigned to that term in Section 2.2."Dollars" or u "" mea

6、ns lawful money of the United States."Event of Default" has the meaning assigned to that term in Section 11.1."Interest Payment Date"， with respect to any lnterest Period， means the last day of such Intersest Period."Interest Period" means the period commencing on the D

7、isbursement Date (in the case of the initial Interest Period) or on the last day of the next preceding Interest Period (in the case of any subsequent Interest Period) and ending on the day numerically corresponding to the Disbursement Date or such last day (as the case may be) in the sixth month the

8、reafter."Lending Branch"， with respect to any Bank， means the office of such Bank name in Exhibit A or such other office of such Bank as such Bank may designate as its lending branch for purposes of this Agreement at any time by notice to the Agent and the Borrower."LIBOR"， with

9、respect to any Interest Period， means the rate of interest (expressed as an annual rate) determined by the Agent to be the arithmetic mean (rounded up to the near-est one-eighth of one percent (1/8%)， of the respective rates of interest communicated by the several Reference Banks to the Gent as the

10、rates at which each such Reference Bank (or，if such Reference Bank is not a Bank， by such office or affiliate of such Reference Bank as isa bank) would offer a deposit in Dollars for a term coextensive with such Interest Period in an amount substantially equal to the amount of its Loan scheduled to

11、be outstanding during such Interest Period， rounded up to the nearest integral multiple of 1， 000， 000 (without tak-ing into account any assignment or transfer of any rights or obligations hereunder) to major banks in the London interbank market at approximately 11: 00 a. m. London time two Lon-don

12、Banking Days prior to the commencement of such Interest Period; provided， however， that if any of the Re"Loan"， with reapect to any Bank at any time， means the loan to be made hereunder by such Bank or the loan made by such Bank hereunder in the principal amount then outstanding (as the ca

13、se may be)， and "Loans" AT any time means the aggregate of the Loans of all the Banks at such time."Loan Commitment"， with respect to any Bank， means the amount designated as such and set forth opposite the name of such Bank on the signature pages hereof."Majority Banks"

14、; means， at any time prior to the disbursement of any Loan or Loans，Banks the Loan Commitments of which total more than fifty percent (50%) of the Total Loan Commitment and， at any time thereafter， Banks maintaining loans constituting more than fifty percent (50%) of the aggregated principal amount

15、of the Loans at such time."Margin" means one percent (1% )."Note" means each promissory note evidencing the Loan of any Bank， substantially in the form of Exhibit B."Reference Banks" means the principal London offices of B Bank， C Bank， and D Bank. "Subsidiary"

16、; at any time means any entity of which more than fifty percent (50%) of the outstanding voting stock or other equity interest entitled ordinarily to vote in the election of the directors or other governing body (however designated) of such entity is at the time beneficially owned or controlled dire

17、ctly or indirectly by the Borrower， one or more such en- tities or the Borrower and one or more such entities."Termination Date" means in"Total Loan Commitment" means $ 50， 000， 000."United States" means the United States of America.1.2. Interpretation. The table of con

18、tents and the headings of the articles and sections hereof are for convenience of reference only and shall not affect the meaning or construction.of any provision hereof. 2.COMMITMENTS; DISBURSEMENT  2.1. Commitment to Lend. On the terms and subject to the conditions set forth herein， each

19、 Bank， severally but not jointly， agrees to make a loan through its Lending Branch to the Borrower in a principal amount equal to such Bank's Loan Commitment. 2.2. Notice and Commitment to Borrow. lf the Borrower wishes to borrow an amount equal to the Total Loan Commitment hereunder， it sha

20、ll， not later than 5: 00 p.m. New York City time on the fifth Banking Day next preceding the date it wishes to designate for such borrowing， give the Agent notice， substantially in the form set forth in Exhibit C， of such date (the "Disbursement Date")， which date shall be a Banking Day pr

21、ior to the Termi-nation Date， and the account in New York City to which the proceeds of the Loans are to be credited. The giving of such notice shall constitute the Borrower's irrevocable commitment to borrow such amount on the Disbursement Date.2.3. Disbursement. The Agent shall give prompt

22、 notice to each Bank by telex or cable of the Disbursement Date. By 10: 00 a. m. New York City time on the Disbursement Date， each Bank shall， subject to the conditions set forth herein， make available to the Agent an amount equal to such Bank's Loan Commitment， in funds settled through the

23、New York Clearing House Interbank Payments System or such other funds as the Agent may at the time determine to be customary for the settlement in New York City of international banking transac-tions denominated in Dollars， by deposit to the Agent's account. No. maintained at B Bank， or to s

24、uch other account as the Agent may have therefore designated by notice to the Banks. Subject to the condition set forth herein， the Agent shall， on the Disbursement Date， credit the funds so received to the account specified by the Borrower pursuant so sec-tion 2.2. 3. REPAYMENT 3.1. Repay

25、ment. Except as otherwise expressly provided herein， the Borrower shall re-pay each Loan in nine semiannual installments， each such installment in an amount equal to one - ninth of such Loan; provided， however， that the first eight such installments shall each be rounded down to the nearest integral

26、 multiple of $ 1 and the last such installment shall be in the amount necessary to repay in full the outstanding balance of such Loan. The installments of each Loan shall be payable on successive Interest Payment Dates commencing with the eighth Intetest Payment Date.3.2. Optional Prepayment. The Bo

27、rrower may prepay the Loans in whole or in part in an integral multiple ofon any Interest Payment Date， if， not later than 5:00 p.m.New York City time on the fifteenth Banking Day next preceding the date on which the Bor-rower wishes to make such prepayment， it shall give irrevocable notice to the A

28、gen of such date and the amount to be prepaid. The amount so specified shall be paid on such date to-gether with interest accrued to the date of prepayment on such amount and a premium for the account of each Bank of one half of one percent (1/2% ) of the amount being prepaid to such Bank. Any parti

29、al prepayment hereunder shall be allocated pro rata among the Loans and ap-plied sequentially to the installments provided for in Section 3.1 in inverse order of their ma-turities. Any amount so prepaid may not be reborrowed under this Agreement.3.3. Illegality. If any Bank determines at any time th

30、at any law， regulation or treaty or any change therein or in the interpretation or application thereof shall make it unlawful for such Bank to make or maintain its Loan or to claim or receive any amount otherwise payable hereunder， such Bank shall give notice of such determination to the Borrower. I

31、f such notice is given before the disbursement of such Loan， the obligations of such Bank under this A-greement shall terminate upon the giveing of such notice. If such notice is given after the dis-bursementof such Loan， the Borrower shall prepay such Loan in full on the Interest Pay-ment date Date

32、 next succeeding the date of such notice or， if such Bank determines that such pre-payment is required prior to such Interest Payment Date， on demand of such Bank， without preminum but together with interest accrued to the date of prepayment on such Loan and all other amounts then payable to such Ba

33、nk by the Borrower hereunder. 4.INTEREST 4.1. Basic Rate. (a) Excepts as otherwise expressly provided in Section 4.2 or Section 4.3， interest shall accrue on each Loan during each Interest Period， from and including the first day of such Interest Period， to but excluding the last day there

34、of， at a rate per annum e-qual to the sum of the Margin and LIBOR for such Interest Period.(b) Except as otherwise expressly provided herein， accrued interest on the Loans shall be payable on each Interest Payment Date.(c) The Agent shall give notice to the Borrower and the Banks of LIBOR promptly a

35、fter each determination thereof.4.2. Interest on Late Payments. If any amount payable by the Borrower hereunder is not paid when due (whether at stated maturity， by acceleration or otherwise)， interest shall accrue on such amount， to the extent permitted by applicable law， during the period from the

36、 including the due date thereof to but excluding the date such amount is paid， at a rate per annum equal for each day in such period to the sum of (a) the Margin， (b) one percent(1%) and (c) the highest of (i) the Agent's overnight offered rate (expressed as an annualrate) for a deposit in D

37、ollars in the London interbank market in Such amount for value on such day， (ii) LIBOR (or the rate substituted for LIBOR under Section 4.3) for the Interest Period for which such due date is the Interest Payment Date (or if such due date is not an In-terest Payment Date， the Interest Period during

38、which such due date falls) and (iii) LIBOR(or the rate substituted for LIBOR under Section 4.3) for the Interest Period commencing on such due date (if such du 4.3. Substitute Rate. If the Agent， after consultation with the Banks to the extent practicable， determines at any time that (a) it wil

39、l not be possible to determine LIBOR for the next succeeding Interest Period or (b) LIBOR for such Interest Period will not adequate-ly reflect the costs to Majority Banks of obtaining deposits in Dollars in the London interbank market for such Interest Period， the Agent shall forthwith give notice

40、of such determination to the Borrower and the Banks. If such notice is given before the disbursement of the Loans， the obligations of the Banks to make loans under this agreement shall terminate upon the giv-ing of such notice. If such notice is given at any time after the disbursement of the Loans，

41、 each Bank shall， as soon as practicable， give notice to the Borrower of the rate of interest which such Bank determines is one percent (1%) above the effective cost (expressed as an annual rate) to such Bank of funding such Bank's Loan for such Interest Period， and interest shall ac &#

42、160;5. FEES 5.1. Commitment Fee. The Borrower shall pay for the account of the Banks a commit-ment fee of one half of one percent (1/2 % ) per annum on the Total Loan Commitment， from and including the date hereof to but excluding the earlier of the Disbursement Date and the Termination Date， p

43、ayable quarterly commencing on the day numerically corresponding to the date hereof in the third month thereafter and on the earlier of the Disbursement Date and the Termination Date.5.2. Management Fee. The Borrower shall pay for the account of the Managers a man-agement fee equal to one percent (1

44、%) of the Total Loan Commitment， payable on the date hereof.5.3 Agency Fee. The Borrower shall pay for the account of tbe Agent an agency feeconsisting of (a) a payment of within sixty days after the earlier of the Disburse-ment Date and the Termination Date and (b) a payment of on each anniversary

45、of the Disbursement Date on which any amount payable or repayable by the Borrower under this Agreement remains outstanding. 6.TAXES 6.1. No Set off，Counterclaim or Witholding; Gross-Up. Each payment by the Borrower under this Agreement or the Notes shall be made without setoff or countercl

46、aim and wi-thoutwithholding for or on account of any present or future taxes of any nature whatsoever impposed by or within Nowhere or any political subdivision or taxing authority thereof or therein; provided， however， that， if such taxes are required by law to be withheld from any such payment， th

47、e Borrower shall make such withholding for the account of the appropriate Bank or Banks or the Agent， make timely payment thereof to the appropriate governmental and forthwith pay for the account of each Bank and the Agent such additional amount as may be necessary to ensure that the net amount actu

48、ally received by such Bank orthe Agent (as the case may be) free and clear of such taxes is equal to the amount which such Bank or the Agent (as the case may be) would have received had no such taxes been withheld from such payment. All such taxes shall be paid by the Borrower prior to the date on w

49、hich penalties attach thereto or interest accrues thereon; provided， however， that， if any such penalties or interest become due， the Bor   6.2. Stamp Taxes. The Borrower shall pay any registration or transfer taxes， stamp duties or similar levies， and any penal-ties or interest which

50、 may be due with respect there to， which may be imposed by any jurisdiction in connection with this Agreement or the Notes. In the event that that Agent or any Bank shall pay any amount in respect of any such taxes， duties， levies， penalties or interest， the Borrower shall reimburse the Agent or suc

51、h Bank on demand therefor. 7. HHPAYMENTS; COMPUTATIONS 7.1. Making of payments. (a) Each payment by the Borrower under this Agreement or the Notes shall be made in Dollars in funds settled through the New York Clearing House In-terbank Payments System or such other funds as the Agent may a

52、t the time dfetermine to be customary for the settlement in New City of international banking transactions in Dollars， by 11:00 a.m. New York City time on the date such payment is due to the Agent by deposit to the Agent's account No. 000-000， maintained at B Bank， or to such other account a

53、s the A-gent may have therefore designated by notice to the Borrower.(b) Whenever any payment hereunder or under the Notes shall be stated to be due， or any Interest Period shall be stated to end， on a day numerically corresponding to a given day in a specified month thereafter， if there shall be no

54、 such corresponding day， such payment shall be made or such Interest Period shall end (as the case may be) on the last Banking Day of such month. Whenever any such payment shall be stated to be due， or any lnterest Period shall be stated to end， on a day which is not a Banking Day， such payment shal

55、l be made， or such Interest Period shall end (as the case may be) on the next succeeding Banking Day， un-less such next succeeding Banking Day falls in a different calendar month， in which case such payment shall be made， or such Interest Period shall end (as the case may be) on the next preceding B

56、anking Day. 7.2. Computations. Interest and the commitment fee payable hereunder shall be comm-puted on the basis of a 36-day year and actual days elapsed. 8. CONDITIONS PRECEDENT 8.1. Conditions to be Satisfied in Advance of the Disbursement Date. The obligation ofeach Bank to make the Lo

57、an to be made by it hereunder is subject to the condition that the A-gent shall have received， not later than 5:00 p. m. New York City time on the fifth Banking Day nest preceding the Disbursement Date， one executed copy and certified copies or addi-tional executed copies sufficient for all the Bnak

58、s of each of the documents listed belowi， each dated the date of its delivery， in form and substance satisfactory to the Agent:(a) A certificate of the Borrower， substantially in the form set forth in Exhibit D，to-gether with the attachments specified therein. (b) An opinion of counsel to the Borrow

59、er， substantially in the form set forth in Exhibit E.(c) An opinion of Local Law Office， special local counsel to the A-gent and the Banks， substantially in the form set forth in Exhibit F.(d)An opinion of special New York counsel to the Agent and the Banks. substantially ective upon receipt.15.6. R

60、emedies and Waivers. No failure or delay on the part of the Agent or any Bank in exercising any right hereunder shall operate as a waiver of， or impair， any such right. No single or partial exercise of any such right shall preclude any other or further exetcise thereof or the exercise of any other right No waiver or any such right shall be effective unless given in writing No waiver of any such right shall be deemed a waiver of any other right hereun-der.15.7. Amendment.