rts of the State of California or the United States
District Court for the Northern District of California and hereby further
irrevocably waives any claim that any such suit, action or proceeding brought in
any such court as been brought in an inconvenient forum.
 
Article 10 Miscellaneous
 
Section 10.1. Entire Agreement
 
This Agreement with Exhibits embodies the entire agreement and understanding
between the parties hereto and supersedes all prior agreements and
understandings relation to the subject matter hereof.
 
Section 10.2. Expenses
 
The Borrower shall, whether or not the Loan is made, reimburse the Bank, on
demand, for all reasonable expenses incurred by the Bank (including, without
limitation, the fees and expenses of any special United States or other counsel
to the Bank and, in the case of matters referred to in clause (b) below, other
counsel to the Bank, independent accountants and other experts and
communication, travel and all other out - of - pocket expenses) incurred in
connection with (a) the negotiation, preparation, execution, delivery and
administration of this Agreement, the Note and the other documents contemplated
hereby or referred to herein , and any amendments or other modifications of , or
waives or consents under, any thereof; (b) the enforcement of this Agreement and
the Note, and ? if an Event of Default shall have occurred and be continuing
(whether or not notice of such Event of Default is given by the Bank or any
other action is taken in respect thereof), in the administration of this
Agreement.
 
Section l0.3. No Waiver. No failure or delay on the part of the Bank in
exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power preclude any
other or further exercise thereof or the exercise of any other right or power
hereunder. No waiver of any provision of this Agreement or the Note and no
consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be in writing and signed by the Bank, and the
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No notice to or demand on the Borrower in any case
shall, of itself, entitle the Borrower to any other or further notice or demand
in similar or other circumstances. The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies provided by law.
 
Section l0.4. Survival
The representations and warranties of the Borrower set forth herein shall
survive the making of the Loan and the obligations of the Borrower under
Sections 2.7, 4.2, 4.4, 4.5, 4.6 and l0.2 hereof shall survive the repayment of
the Loan and the cancellation of the Note.
 
Section l0.5. Notices
Any communication, demand or notice to be given hereunder or with respect to the
Note shall be duly given when delivered in writing or sent by telex or
authenticated cable as follows:
If to the Borrower:
____________
____________
Attention: ___
If to the Bank: Credit Bank
____________
_____________
Attention: ___
Telex No:________
 
Or, as to each party, at such other address as such party may designate by
notice in writing to the other party. All notices by mail from one country to
another shall be sent as first class, postage prepaid, airmail. Except as
otherwise provided herein, all notices or demands sent by registered airmail
shall be deemed received 8 days after they have been sent and notices or demands
sent by telex shall be deemed received at the time of the dispatch thereof.
 
Section 10.6. Governing Law
This Agreement, the Note and the right and the obligations of the parties
hereunder and thereunder shall be governed by and construed in accordance with
the laws of the State of California.
 
Section l0.7. Separability of Provisions
Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, not be effective to the extent of
such prohibition or unenforceability without invalidation the remaining
provisions hereof or affection the validity. Or enforceability of such
provisions in any other jurisdiction.
 
Section l0. 8. Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the Borrower
and the Bank and their respective successors and assigns, except that the
Borrower may not assign any of its rights and obligations hereunder. The Bank
shall have the right at any time without the consent or notice to the Borrower
to sell, assign, transfer, negotiate of grant participations in or otherwise
dispose of all or part of the Loan outstanding under this Agreement or the Note.
The Borrower shall at the request of the Bank execute and deliver to the Bank,
or to such other party or parties as the Bank may designated, any and all
further instruments as may be necessary or desirable to give full force and
effect to such disposition. The Borrower hereby acknowledges and agrees that any
such disposition will give rise to a direct obligation of the Borrower to the
participant. The Borrower hereby authorizes the Bank and each participant in
case of default by the Borrower hereunder to proceed directly by right of
set-off, banker's lien or otherwise against and assets of the Borrower which may
at the time of such default be in the hands of the Bank or such participant to
the full extent of its interest in the Agreement, the Loan and the Note.
 
Section 10.9. Language
All notices, demands, requests, statements or other communications to be made or
given by the Borrower hereunder shall be in the English language. Any documents
other than financial statements required to be delivered pursuant to this
Agreement which are not in the English language must be accompanied by a
certified English translation thereof and in the event of any conflict between
the original of the document and the English language translation thereof, the
English language translation shall for all purposes be deemed to be the correct
and controlling version.
 
Section 10.10. Headings, Etc.
The headings of the various sections and subsections hereof are for convenience
of reference only, do not constitute a part hereof and shall not affect the
nearing or construction of any provision hereof.
 
Section 10.ll. Accounting Terms
All accounting terms not specifically defined herein shall be construed in
accordance with generally accepted accounting principles consistent with those
applied in the preparation of the financial statements referred to in Section 5.
6 hereof, and all financial data submitted pursuant to this Agreement shall be
prepared in accordance with such principles.
 
Section l0.12. Amendment
No provision of this Agreement or the Note may be amended, modified,
supplemented, discharged or terminated, unless the Bank consents thereto in
writing.
 
Section 10.13. Counterparts
This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all the counterparts shall
together constitute one and the same instrument.
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
 
ABC COMPANY
BY ____
CREDIT BANK, N. A.
BY ____
 
EXHIBIT A PROMLSSORY NOTE
U.S$1, 000, 000, 00, l984
 
By means of this PROMLSSORY NOTE, the undersigned, ABC Company (the "Borrower")
unconditionally promises to pay to Credit Bank, N. A for the account of its
International Banking Facility (the "Bank"),or order, the principal amount of
One Million Dollars (U. S. $1,000, 000) in lawful currency of the United States
of America in eight (8) equal installments on the maturity dates and in the
amounts herein below specified:
 
Maturity Date Amounts of installments
of installments
$125, 000
$125, 000
$125, 000
$125, 000
$l25, 000
$125, 000
$125, 000
$125, 000
 
The Borrower unconditionally promises to pay interest on the unpaid principal
amount hereof at the Interest Rate (on the basis of a 360 day year for the
actual number of days involved) on the Interest Payment Dates, all as provided
in the Loan Agreement, dated as of _________, 20 _________, between the Borrower
and the Bank (the "Loan Agreement").
 
If this Note or any portion hereof or any interest herein becomes due and
payable on a day which is not a Business Day, its maturity shall be extended to
the next succeeding Business Day, and interest shall accrue on the principal
amount hereof at the rate specified in the Loan Agreement during such extension.
 
Any payment made hereunder shall be made in United States Dollars in immediately
available funds no later than 10: 00 a.m. (Los Angels time) to Credit Bank, N.
A. , International Division, Los Angeles, California, U. S. A. , for the account
of Credit Bank, N.A., international Banking Facility.
 
Terms used herein which are defined in the Loan Agreement shall have the same
meaning as in the Loan Agreement.
 
This Note is the Note referred to in the Loan Agreement and is entitled to all
the benefits provided therein. Reference is made to the Loan Agreement for the
rights and

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