Loan Agreement借款合同范本Word文档格式.docx

1、）， and the several banks and finan ）， and the several banks and financial institutions named as. Banks on the signature pages hereof， as lenders （collectively theBanks and each individual-ly Bank）.WHEREAS the Borrower proposes to borrow from the Banks， and the Bands， severally but not jointly， propo

2、se to lend to the Borrower， an aggregate amount of $ 50， 000， 000， the parties have agreed as follows.1. DEFINITIONS; INTERPRETATION1.1. Definitions， For purplses of this Agreement， the following terms shallhave the meanings indicatedBanking Day means a day on which dealings in deposits in Dollars a

3、re carried on in theLondon interbank market and banks are open for business in London and not required or au-thorized by law to close in New York City， and London Banking day means a day on which dealings in deposits in Dollars are carried on in the London interbank market and banks are open for bus

4、iness in London.Disbursenent Date has the meaning assigned to that term in Section 2.2.Dollars or u means lawful money of the United States.Event of Default has the meaning assigned to that term in Section 11.1.Interest Payment Date， with respect to any lnterest Period， means the last day of such In

5、tersest Period.Interest Period means the period commencing on the Disbursement Date （in the case of the initial Interest Period） or on the last day of the next preceding Interest Period （in the case of any subsequent Interest Period） and ending on the day numerically corresponding to the Disbursemen

6、t Date or such last day （as the case may be） in the sixth month thereafter.Lending Branch， with respect to any Bank， means the office of such Bank name in Exhibit A or such other office of such Bank as such Bank may designate as its lending branch for purposes of this Agreement at any time by notice

7、 to the Agent and the Borrower.LIBOR， with respect to any Interest Period， means the rate of interest （expressed as an annual rate） determined by the Agent to be the arithmetic mean （rounded up to the near-est one-eighth of one percent （1/8%）， of the respective rates of interest communicated by the

8、several Reference Banks to the Gent as the rates at which each such Reference Bank （or，if such Reference Bank is not a Bank， by such office or affiliate of such Reference Bank as isa bank） would offer a deposit in Dollars for a term coextensive with such Interest Period in an amount substantially eq

9、ual to the amount of its Loan scheduled to be outstanding during such Interest Period， rounded up to the nearest integral multiple of 1， 000， 000 （without tak-ing into account any assignment or transfer of any rights or obligations hereunder） to major banks in the London interbank market at approxim

10、ately 11: 00 a. m. London time two Lon-don Banking Days prior to the commencement of such Interest Period; provided， however， that if any of the ReLoan， with reapect to any Bank at any time， means the loan to be made hereunder by such Bank or the loan made by such Bank hereunder in the principal amo

11、unt then outstanding （as the case may be）， and Loans AT any time means the aggregate of the Loans of all the Banks at such time.Loan Commitment， with respect to any Bank， means the amount designated as such and set forth opposite the name of such Bank on the signature pages hereof.Majority Banks mea

12、ns， at any time prior to the disbursement of any Loan or Loans，Banks the Loan Commitments of which total more than fifty percent （50%） of the Total Loan Commitment and， at any time thereafter， Banks maintaining loans constituting more than fifty percent （50%） of the aggregated principal amount of th

13、e Loans at such time.Margin means one percent （1% ）.Note means each promissory note evidencing the Loan of any Bank， substantially in the form of Exhibit B.Reference Banks means the principal London offices of B Bank， C Bank， and D Bank. Subsidiary at any time means any entity of which more than fif

14、ty percent （50%） of the outstanding voting stock or other equity interest entitled ordinarily to vote in the election of the directors or other governing body （however designated） of such entity is at the time beneficially owned or controlled directly or indirectly by the Borrower， one or more such

15、en- tities or the Borrower and one or more such entities.Termination Date means inTotal Loan Commitment means $ 50， 000， 000.United States means the United States of America.1.2. Interpretation. The table of contents and the headings of the articles and sections hereof are for convenience of referen

16、ce only and shall not affect the meaning or construction.of any provision hereof.2.COMMITMENTS; DISBURSEMENT 2.1. Commitment to Lend. On the terms and subject to the conditions set forth herein， each Bank， severally but not jointly， agrees to make a loan through its Lending Branch to the Borrower in

17、 a principal amount equal to such Bank's Loan Commitment. 2.2. Notice and Commitment to Borrow. lf the Borrower wishes to borrow an amount equal to the Total Loan Commitment hereunder， it shall， not later than 5: 00 p.m. New York City time on the fifth Banking Day next preceding the date it wish

18、es to designate for such borrowing， give the Agent notice， substantially in the form set forth in Exhibit C， of such date （the Disbursement Date）， which date shall be a Banking Day prior to the Termi-nation Date， and the account in New York City to which the proceeds of the Loans are to be credited.

19、 The giving of such notice shall constitute the Borrower&s irrevocable commitment to borrow such amount on the Disbursement Date.2.3. Disbursement. The Agent shall give prompt notice to each Bank by telex or cable of the Disbursement Date. By 10: 00 a. m. New York City time on the Disbursement Date，

20、 each Bank shall， subject to the conditions set forth herein， make available to the Agent an amount equal to such Bank&s Loan Commitment， in funds settled through the New York Clearing House Interbank Payments System or such other funds as the Agent may at the time determine to be customary for the

21、settlement in New York City of international banking transac-tions denominated in Dollars， by deposit to the Agent&s account. No. maintained at B Bank， or to such other account as the Agent may have therefore designated by notice to the Banks. Subject to the condition set forth herein， the Agent sha

22、ll， on the Disbursement Date， credit the funds so received to the account specified by the Borrower pursuant so sec-tion 2.2.3. REPAYMENT3.1. Repayment. Except as otherwise expressly provided herein， the Borrower shall re-pay each Loan in nine semiannual installments， each such installment in an amo

23、unt equal to one - ninth of such Loan; provided， however， that the first eight such installments shall each be rounded down to the nearest integral multiple of $ 1 and the last such installment shall be in the amount necessary to repay in full the outstanding balance of such Loan. The installments o

24、f each Loan shall be payable on successive Interest Payment Dates commencing with the eighth Intetest Payment Date.3.2. Optional Prepayment. The Borrower may prepay the Loans in whole or in part in an integral multiple ofon any Interest Payment Date， if， not later than 5:00 p.m.New York City time on

25、 the fifteenth Banking Day next preceding the date on which the Bor-rower wishes to make such prepayment， it shall give irrevocable notice to the Agen of such date and the amount to be prepaid. The amount so specified shall be paid on such date to-gether with interest accrued to the date of prepayme

26、nt on such amount and a premium for the account of each Bank of one half of one percent （1/2% ） of the amount being prepaid to such Bank. Any partial prepayment hereunder shall be allocated pro rata among the Loans and ap-plied sequentially to the installments provided for in Section 3.1 in inverse

27、order of their ma-turities. Any amount so prepaid may not be reborrowed under this Agreement.3.3. Illegality. If any Bank determines at any time that any law， regulation or treaty or any change therein or in the interpretation or application thereof shall make it unlawful for such Bank to make or ma

28、intain its Loan or to claim or receive any amount otherwise payable hereunder， such Bank shall give notice of such determination to the Borrower. If such notice is given before the disbursement of such Loan， the obligations of such Bank under this A-greement shall terminate upon the giveing of such

29、notice. If such notice is given after the dis-bursementof such Loan， the Borrower shall prepay such Loan in full on the Interest Pay-ment date Date next succeeding the date of such notice or， if such Bank determines that such pre-payment is required prior to such Interest Payment Date， on demand of

30、such Bank， without preminum but together with interest accrued to the date of prepayment on such Loan and all other amounts then payable to such Bank by the Borrower hereunder.4.INTEREST4.1. Basic Rate. （a） Excepts as otherwise expressly provided in Section 4.2 or Section 4.3， interest shall accrue

31、on each Loan during each Interest Period， from and including the first day of such Interest Period， to but excluding the last day thereof， at a rate per annum e-qual to the sum of the Margin and LIBOR for such Interest Period.（b） Except as otherwise expressly provided herein， accrued interest on the Loans shall be payable on each Interest Payment Date.（c） The Agent shall give notice to the Borrower and the Banks of LIBOR promptly