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
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
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 d

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