卖方信贷协议(英文版)

1、SELLER S CREDIT AGREEMENT卖方信贷协议 关于卖方信贷协议卖方信贷，是出口方银行向本国出口商提供的商业贷款。出口商（卖方）以此贷款为垫付资 金，允许进口商（买方）赊购自己的产品和设备。出口商（卖方）一般将利息等资金成本费 用计入出口货价中，将贷款成本转移给进口商（买方）。这种贷款协议由出口厂商与银行之间签订。卖方信贷通常用于机器设备、船舶等出口。由于这些商品出口所需的资金较大时间较长，进口厂商一般都要求采用延期付款的方式。出口厂商为了加速资金周转，往往需要取得银行的贷款。出口厂商付给银行的利息、费用有的包括在货价内，有的在货价外另加，转 嫁给进口厂商负担。因此，卖方信贷是

2、银行直接资助本国出口厂商向外国进口厂商提供延期 付款，以促进商品出口的一种方式。TABEL OF CONTENTS1.Defin itio ns:定义与解释2.The Credit Facility:信贷融通3.In terest and Fees 利息与杂费4.Security 保证5.Project and the Borrower 项目与借款人6.Represe ntati ons & Warran ties 承诺与保证7.Affirmative Cove nants 肯定性条款8.Con diti ons Precede nt 前提条件9.Negative Covenants

3、of the Borrower 否定性条款10. Events of Default 违约事项11. Remedies 违约救济12. Effective Date & Termination of the Agreement 协议的有效期和终止13. Costs and expenses of collection and enforcement 追收款项和强制执行的成本与费用14. Allocation of proceeds 收益分配15. Miscella neous 其他约定NOW THEREFORE, IN CONSIDERATIONOF THE PREMISES AND

4、COVENANTS DESCRIBEDHEREINAFTER, THE PARTIES AGREE AS FOLLOWS:1.Defin iti ons:定义与解释For the purpose of this Agreeme nt, the defi niti ons set forth in this sect ion shall apply to the respective termswhe n employed both in sin gular and plural forms:The follow ing phrases and words used in this Agreem

5、e nt shall have the follow ing meanin gs:1.1 Agreeme nt means this agreeme nt in clud ing ame ndme nts, modificati ons and suppleme nts hereto orany part thereof （including any Exhibits or Schedules） pursuant to the terms of this Agreeme nt, provided allsuch exhibits, ame ndme nts, modificati ons an

6、d suppleme nts are reducedto writ ing and sig ned by both the Len der and the Borrower.1.2 “ Pri ncipal Con tract ” mea ns the Con tract No. WNC-FHI-HTT-01/2009 - WNC FTTH PROJECT todeploy a FTTH Network with in the Kin gdom of Thaila nd betwee n the Len der and the Borrower.1.3 “ Contract Value” me

7、ans the cost of the Con tract Equipme nt and Services. The total Con tract Valueshall be split into 4 phases as stipulated in the Prin cipal Con tract.1.4 “ Effective Date” means the date on which this Agreement is duly executed by the parties hereto thisAgreement is signed by the parties.1.5 “ Grac

8、e Period” shall be commenced from the shipment date of supply for the WNC FTTHProject-Phase I.1.6 “The Credit Facility ” means 70% of the contract value of Phase I. The credit facility shall be up to thesum of USD 64,827,445.00 (SAYUS DOLLARSSIXTY-FOURMILLION EIGHT HUNDRED ANDTWENTY-SEVEN THOUSAND F

9、OUR HUNDRED AND FORTY-FIVE ONLY).1.7 “ Delivery Point” means the customs facility in Thailand mutually agreed upon by the parties.1.8 “ Project ” shall mean the purpose or undertaking for which the credit facility is granted, as describedin this Agreement or as maybe amended from time to time.1.9 “

10、Lien” includes charges, pledges, mortgages, privileges, priorities, encumbrances or securities of anykind.2.The Credit Facility: 信贷融通2.1 The Credit Facility: The Credit Facility shall be available upon terms and conditions set forth in thisAgreement, the Financial Proposal, and the Principal Contrac

11、t.2.2 The Lender has agreed to grant to the Borrower the principal amount of USD 64,827,445.00(SAY US DOLLARS SIXTY-FOUR MILLION EIGHT HUNDRED AND TWENTY-SEVEN THOUSAND FOURHUNDRED AND FORTY-FIVE ONLY) for the purpose of financing for partial cost of deployment of theNetwork in accordance with the P

12、rincipal Contract and Annexure thereto or such as other changes orvariations as the Parties hereto may deem necessary in the circumstance.2.3 Tenor of the Credit Facility: The tenor of the Credit Facility shall be three (3) years and three(3) months.2.4 Grace Period: There shall be a Grace Period of

13、 3 months from the date of shipment of the supply forPhase I.2.5 Repayment of the Credit Facility: The repayment of the Credit Facility shall be in United States Dollarsand shall be repaid in twelve (12) equal quarterly installments in the sum of US$5,402,287 (SAYUS-DOLLARSFIVE MILLION FOUR HUNDRED

14、AND TWO THOUSAND TWO HUNDRED ANDEIGHT-SEVEN ONLY) to commence after the Grace Period.2.6 The repayment of the Credit Facility by the Borrower shall on demand or without demand within the firstweek of each quarter in accordance with the conditions herein contained.2.7 If any amount due under this Agr

15、eement is not paid when and as due, such amount shall bear interestfrom the date such payment was due until and including the date such payment is received by Lender at a rateper annum equal to LIBOR + 400Bp (LIBOR + 4.0 %) per annum (the Default Rate).2.8 Prepayment of the Credit Facility: The Borr

16、ower may prepay the Credit Facility in advance of maturity ordue date without penalty; provided however, that all accrued and calculated interest outstanding or expectedas of the time are also paid.2.9 Place and Method of Payment: The principal and/or interest on the Credit Facility shall be paid on

17、 the duedate by the Borrower to the Lender at Lender s address specified in this Agreement or such other place theLender may indicate in writing 7 days before the due date.3.In terest and Fees 禾丄息与杂费3.1 In terest: The Borrower shall pay to the Len der in terest at the rate equal to LIBOR plus 400Bp

18、on alloutstanding balanee from time to time. The interest shall accrue from the date of shipme nt of the supply forPhase I of the Network un til the total credit amoun t is fully repaid.The in terest shall be payable based on the prevale nt LIBOR on the first day of each quarter (actual LIBOR). Inte

19、rest for the first 10 in stallme nts will be paid with LIBOR assumed to be that on the date of both Parties signing the Prin cipal Con tract, which is 2.13% on March 13, 2009 (assumed LIBOR). The bala nee accrued fromthe differe nee betwee n the assumed LIBOR and the actual LIBOR shall be settled in

20、 the last 2 installments ofrepayment for the Credit Facility.3.2 Legal Fees and Related Costs and Expe nses: All costs and expe nses, in clud ing in sura nces, lawyersprofessional fees, documentary stamps, taxes and other legal charges payable in connection with theexecution, delivery, registration

21、and enforcement of the Agreement, the guara ntee and the other docume ntsreferred to here in shall be for the acco unt of the Borrower.4.Security 保证4.1 Security: To secure repayment of the Credit Facility and the performanee of all obligations of the Borrowerunder this Agreement, the borrower shall

22、provide at least one of the following means as financial security to theLender:4.1.1Before the commissioning date of the network under implementation schedule of Phase I, Borrower shallbe responsible for rendering all its resources to assist the Lender until Lender has reached a ReceivablesPurchase

23、Agreeme nt (sa ns recourse purchase) with any bank accepted by Len der;4.1.2Borrower shall provide a security coveri ng at least 35% of the BOQ con tract value of Phase I either in theform of Cashier s Check or Bank Guarantee. This security shall be irrevocable and tran sferable and madepayable to L

24、en der uncon diti on ally, and shall be released subject to the consent of the Len der.4.2 Regulatory Age ncy Approvals of Charges/Mortgages: In case any provisi on of law or con tract requiresthe prior authorizati on, approval or consent of any departme nt, bureau, office, age ncyor in strume ntali

25、ty of the gover nment or of any pers on, associati on, corporati on or other en tities for a validand proper creation or execution by the Borrower of any charge, security, mortgage or lien required to beexecuted in favor of Lender, the Borrower shall secure such authorization, approval or consent an

26、d cause thesame to be issued in the proper or stipulated form and/or endorse on the deed of mortgage or lien. Conversely,where the Lender by the failure of the Borrower shall take steps to acquire such consents, approvals andauthorizations, all fees and charges in curred shall be for the acco unt of

27、 the Borrower.5.Project and the Borrower 项目与借款人5.1 Borrower shall guarantee to follow the reimbursement schedule and amounts in the appe ndix Credit Analysis by means of its reve nue gained from the Network and its own cash flow. The Con tractor s real rightsin the con tractual equipme nts of Phase

28、I shall rema in valid un til Employer has effected reimburseme nt asscheduled.5.2 Maintenance of Legal Pers on ality: Borrower shall cause to be done all things n ecessary to main tai nand preserve the corporate existe nee, rights and fran chises of Borrower and shall comply with all related lawsapp

29、licable to Borrower an d/or its subsidiaries.5.3 Financial Information: Borrower shall furnish or cause to be furnished to Lender, as soon as practicableand in any event with in thirty (30) days after the close of each fiscal quarter, the follow ing un audited finan cialstateme nts of Borrower for e

30、ach such quarter, all in reas on able detail and certified by a Resp on sible Officerof Borrower to be true and correct: bala nee sheet, stateme nt of in come, and stateme nt of cash flows all as ofthe end of such fiscal year (together, i n each case, where applicable, with the comparable figures fo

31、r the priorfiscal year), all in reas on able detail. Annual con solidated finan cial stateme nts shall be prepared and audited(without any qualificati on or excepti on deemed material by Lender) in accorda nee with gen erally acceptedacco un ti ng prin ciples applied on a basis con siste ntly mainta

32、ined throughout the period in volved (except asdisclosed in the no tes to the finan cial stateme nts) by in depe ndent auditors of recog ni zed n ati onal standing or otherwise reas on ably acceptable to Len der.5.4Concurrently with the information described in 5.3 above, a certificate of a Responsi

33、ble Officer ofBorrower stating that the consolidated financial statements delivered to Lender are properly stated and thatthere exists no Event of Default, or event which with no tice or lapse of time, or both, would constitute an Eventof Default, or, if any such event exists, specifying then ature

34、and period of existe nee thereof and what actio n Borrower proposes to take with respect thereto.5.5Borrower shall also furnish or cause to be furnished, from time to time, such additional finan cial and otherin formati on as Len der may reas on ably request in order to mon itor the finan cial con d

35、iti on of Borrower.5.6Borrower shall also furnish or cause to be furnished information relating to further borrowing from thirdparties that may have substantial effects on the Borrower s finances or cash flow.5.7Prohibition against Alienation or disposition: The Borrower shall at no time, while any

36、part of the CreditFacility or any other obligati on of the Borrower to the Len der remai ns un paid, sell, assig n, tran sfer, alie nate,en cumber, lease, remove or otherwise dispose of any asset or property purchased or financed with theproceeds of the Credit Facility or mortgaged, pledged or assig

37、 nedto the Len der.6.Represe ntati ons & Warran ties 承诺与保证Borrower hereby represe nts and warra nts to Len der that for the durati on of the Agreeme nt that:6.1It is a company duly incorporated and validly existing, organized and in good standing under the laws ofKingdom of Thailand, and has the

38、 full legal power to enter into and perform this Agreeme nt, and to borrowfunds and own property and carry on the bus in ess. The Borrower has the power to execute and deliver, andto perform its obligations under this Agreement, the Security and to take all necessary corporate or legal actionto auth

39、orize each of the foregoing and un derg oing acts. It has obta ined all n ecessary consents andauthorities from all parties requiredor entitled to be consulted about acceptance of the terms of the Credit Facility and such terms will not conflictwith any existing law or with any other Agreements to w

40、hich the Borrower is a party.6.2The Agreement and the security constitute valid, legal and binding obligations enforceable in accorda ncewith their respective terms.6.3No event has occured which con stitutes a default by the Borrower un der or any respect ofany Agreement, undertaking or instrument t

41、o which the Borrower is a party or by which the Borrower or any ofits assets or properties maybe bound. Furthermore, no event has occured which with the giving of notice, lapseof time or other condition will constitute a default by theBorrower un der or in respect of any such agreeme nt, un dertak i

42、ng or in strume nt.6.4 Legal Proceedi ngs. Borrower cove nants that there is no action, suit or proceedi ng pending or, to the knowledge of Borrower, threate ned, at law or in equity or before or by any federal, state, muni cipal or other governmen tal departme nt, commissi on, board, bureau, age nc

43、y or instrumentality, domestic or foreign, that mightresult in a material adverse change in Borrower s ownership or title to any of the Collateral or in its financialcondition or operations. As used inthis subsect ion, the phrase “ to the kno wledge of Borrower ” shall mean the curre nt actual kno w

44、ledge ofthe executive officers and directors of Borrower.6.5 Disclosure. This Agreement does not contain any untrue statement of a material fact and does state allmaterial facts n ecessary in order to make the stateme nts contained here in not misleading in light of thecircumstances under which they

45、 were made. There is, to the knowledgeof Borrower, no fact that would materially adversely affect its bus in ess, prospects, con diti on, affairs or operations or any of its properties or assets.7.Affirmative Covenants 肯定性条款(注：肯定性条款是指被投资企业管理层在投资期内应该从事哪砦行为的约定)Un til all amounts owed un der the terms

46、of this Agreeme nt have bee n paid in full or otherwise satisfied, theBorrower, at its own expense, covenants and agrees at all times to comply with the terms of this Article.7.1 Notice of Default: Immediately upon obtaining knowledge of the occurrenee of any event that constitutesan Event of Defaul

47、t (Article 10), or that with notice or lapse of time, or both, would constitute an Event of Default,Borrower shall give written notice thereof to Lender, together with a detailed stateme nt of the steps being taken by Borrowers to cure such eve nt.7.2 Payme nt of Taxes: Borrower shall pay, indemnify

48、 and hold Len der harmless from (i) all taxes,assessments and charges lawfully levied or imposed by the Federal Republic of Thailand, any state or localgovernment, any taxing authority or any political or governmental subdivision of any foreign country on or withrespect to the Network or any part th

49、ereof, and (ii) any other claims which, if unpaid, might become by law alien upon Borrower s property; except, and only to the exte nt that any such taxes, assessme nts, charges orclaims are being con tested in good faith (and for the payment of which adequate reserves have been provided)by appropri

50、ate proceedi ngs con ducted dilige ntly and in good faith so long as such proceedi ngs do not involve a material dan ger of the sale, forfeiture or loss of all or a material porti on of the Collateral.7.3 Notice of Litigation: Borrower shall promptly notify Lender in writing of the initiation of any

51、 litigation againstBorrower that in Borrower s good faith judgment might materially and adversely affect the operati ons, financial con diti on, property or bus in ess of Borrower.7.4 In spect ion: Borrower shall permit Len der or its desig nated represe ntative, at all reas on ablehours upon reas o

52、n able adva nee no tice, to visit and in spect Borrower s properties, offices, andfacilities, and to examine Borrower s books of account, solely to monitor the status of the financial condition ofBorrower. Lender agrees that any such visitation or inspection may be escorted and mon itored by Borrowe

53、r.8.Con diti ons Precede nt 前提条件The obligations of Lender to disburse the proceeds of the Credit Facility under the Financial Proposal and thisAgreeme nt are con diti onal upon:8.1 The Borrower s submission of the resolution of its Board of Directors which shall state andin dicate:(A) That consent h

54、as been given by the Board of Directors of the Borrower sanctioning the Borrow ing the Principal Sum in accorda nee with the terms of this Agreeme nt.(B) Submission to the Lender of a certified true copy of the Borrower s Licenses from the ThailandGovernment Authority with the Borrower s Official St

55、amp.8.2 The issua nee of twelve (12) irrevocable, uncon diti on al, and tran sferable Promissory Notes from theBUYER (disburser), amounting to each installment(US$5,402,287), payable to the SELLER, within 30 daysfrom the date of shipme nt for the Prin cipal Con tract.8.2.1The amount and date of each

56、 payme nt shall be in dicated on the Promissory Note.8.2.2The BUYER shall accomplish all the n ecessary procedures of sig nature, stamp or en dorseme nt onPromissory Notes, which may be required by the local disburser.8.3 The un dertak ing of the Borrower to submit an acceptable security for the Cre

57、dit Facility as per Articles 4of this Agreeme nt.8.4 Evide nee satisfactory to the Len der havi ng bee n furni shed that the executio n and delivery of thisAgreeme nt on behalf of the Borrower has the corporate san cti on of the Borrower.8.5 The Borrower having taken all proceedings in connection wi

58、th the transactions con templated un der thisAgreeme nt, hav ing executed and caused to be executed all docume ntsin cide ntal thereto, in forms and substa nee satisfactory to the Len der. Such docume nts in cludi ng but no tlimited to all legal docume ntati on stated and con templated here in.9.Neg

59、ative Covenants of the Borrower 否定性条款(注：否定条款 Negative Cove nan ts :指被投资企业管理层不能在投资期内从事哪些行为的 约定。)9.1 Un til all amounts owed un der this Agreeme nt, have bee n paid in full or otherwise satisfiedunder the terms of this Agreement, Borrower, without the prior written consent of Lender, cove nants andagr

60、ees that it shall not:(A) Substa ntially cha nge the n ature of its bus in ess(B) Un dertake any merger or con solidati on,(C) In cur, assume or otherwise con tract any medium or long term debt without the prior consent of the Lender, which consent shall not be un reas on ably withheld.(D) Act as guara ntor or