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 [page]

Borrower agrees to borrow, the principal amount of One Million Dollars ( $ 1,

000, 000).

Section 2. 2. Disbursement

On the date hereof, upon fulfillment of the conditions set forth in Article Ⅵ,

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 Ⅵ 1, the Bank shall 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 commencing before and which would otherwise and

after an installment Payment Data shall end not such installment Payment Date.

Section 2. 4. Determination of interest Rate

The interest Rate for each interest Period with respect to the Loan shall be one

and one-half percent (1-1/2%) above the rate at which Dollar 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: 00A.M. (London time) two Business Days prior to the

commencement of such Interest Period.

Section 2. 5. The Note

The Borrower's obligation to repay the principal amount of the Loan made by the

Bank hereunder shall be evidenced by a note of the Borrower in the form of

Exhibit A to this Agreement with appropriate inspections pursuant to this

Section 2. 5. The Note shall (I) be dated the date hereof, (II) be payable to

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 the thirty (30) 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 the thirty (30) 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 thirty (30) 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 being understood that the Bank's interest rate shall be a

rate per annum equal to one and one-half percent (1-1/2%), 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 [page]

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 per

annum equal to the higher of (I) one percent (1%) above the Interest Rate

applicable to the Loan for the Interest Period immediately preceding the failure

by the Borrower to pay or (II) two and one-half percent (2-1/2%) above the rate

at which Dollar deposits were offered by the Bank in the amount outstanding for

a one month period to prime banks in the London interbank market as of ll:00

A.M. (London time) on the date of such failure by the Borrower to pay and on the

first Business Day of each succeeding one month period thereafter. The Bank

shall give prompt written or telex 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; Determination Conclusive

All payments of interest shall be computed on the basis of a year of 360 days

for the actual number of days involved. Each determination of any Interest Rate

by the Bank shall be conclusive and binding on the parties hereto (save for

manifest arithmetic error).

Section 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. (Los Angeles time) at Crocker Los

Angeles for the account of the Lending Office. Whenever any funds are due to be

paid on a day which is not a Business Day, the date for the making thereof shall

be extended to the next succeeding Business Day. 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 [page]

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 thirty (30) 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 $ 100, 000and 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 re-borrowed 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 [page]

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 govern mental 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 to 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 (I) honor its

Commitment, or (II) 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

[page]

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 and 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 as at ____, 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 sheets which are

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) , the business nor the properties of the Borrower have been

materially and adversely affected in any way.

Section 5. 8. Litigation, Etc.

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 and 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) of the Borrower nor is it in violation or default with respect to

any order, writ, injunction, 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 sub-division or taxing

authority thereof or therein, except stamp duty under the [Name of Country]

Revenue Code.

Section 5.ll. 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 [page]

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.

? (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 V 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 [page]

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 C hereto 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 un-audited 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; and

(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 [page]

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