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
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
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,

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