英文涉外借贷合同范本

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1、合同编号： _英文涉外借贷合同范本甲方： _乙方： _签订日期： _年 _ 月_ 日LOAN CONTRACTContract Number: _BORROWER: _ Address:_ LENDER: _ Address: _In accordancewithprovisionsof ContractLaw of the Peoples Republicof China andBank of China, after reviewing the status and the request of the Borr ower, the Lenderagrees to grant the Bo

2、rrower a line of credit on . The Borrow er, Lender and Guarantor,through friendly negotiation, have executed this Contr act as follows:ARTICLE 1 CURRENCY, AMOUNT AND TERM OF THE LOAN:1. The Currency under this loan is Reiminbi.2. The Line of the loan is yuan.3. The period of this loan is 12 months f

3、rom the date of effectiveness of thiscontract.ARTICLE 2 THE PURPOSE OF THE LOAN:1.The purpose of this loan is used for working capital turnover.2.Without written approval of the Lender, the Borrower could not use the loan outof the scope of the purpose.1. Interest rate: The interest rate shall be *

4、During the loan term, if t he countrys related authority adjusted the interest rate or the manner of calcula tion ofinterest,the interestof thiscontractshallbe adjustedaccordinglyafterone year fromthe date of execution of this contract. The adjustment shall be c onducted when theinterest rate are ex

5、ecuted one year.It is not obliged to infor m the Borrower when theadjustment of interest.2.The interestshallbe calculatedfrom the date of firstdrawdown and th e actualdays the borrower use. One year shall be calculated as 360 days.3. The payment of interests: The Borrower shall pay the interests per

6、 quar ter. The payment date shall be , and. If the payment for the last installment is not on thepayment date,theinterestsshalldeduct the interestfrom the bank a ccount of the Borrower.In the event that the Borrower fails to pay the interest s on time and the balance ofthe accountof the Borrowerisno

7、t enough forth e payment of interest,the Lender shallhave rights to collect a penalty being * * of the outstanding amount per day for theBorrowers breach of contract.ARTICLE 4 OVERDUE INTERESTS AND MISUSING INTERESTS1. If the Borrower fails to repay the loan and can not reach a agreement with the Le

8、nder regarding the extension, the Lender shall collect an overdue pe nalty for * of the overdue amount per day.2. If the Borrower fails to uses the loan in accordance with the provisions setforthin thiscontract,the Lender shallhave rightto charge a interestsfort he misusingpart at a rate of * per da

9、y. ARTICLE 5 ACCOUNTThe Borrower shall open Reiminbi basic account and/or foreign currency ac countat the Lender or Lenders branch forthe use of draw-down,repayment,payment of interestsand fees.1. The loan under this contract is revolving, the balance of this contract s hall not more than the line o

10、f credit.2. The Borrower shall send a draw-down application as the form herein att ached in this contract 7 days before the date of draw-down.3. The Borrower shall not draw the loan less than 1 million.1. The Borrower has opened foreign account and Reiminbi account at the office of the Lender or the

11、 branch of the Lender;2. This contract and the appendices have been effective;3. The Borrower has provided the recognition of the investment or certifica te ofthe investment to the Lender;4. The Borrower has provided the board resolution and power of attorney regarding this loan contract;5. The Borr

12、ower has provided the list and the signature sample of the aut horized person who empower to sign this contract and documents;6. The Guaranty under this contract has been effective;7.The Borrowerhas been satisfiedthe warrantsunder Article11 of thisc ontract;8. The other requirement for the draw-down

13、 have been satisfied.ARTICLE 8 REPAYMENT PLAN AND PREPAYMENT1. The Borrower shall repay the loan in accordance with the status of its cash. The Borrower shall inform the Lender the payment amount and date * * prior to makethe payment.The Borrowershallbe obligedto repay the principaland relatedintere

14、stson due date without any condition.2. The payment made by the Borrower and the deduction from the accoun t of the Borrower shall be used for repaying the interest at first and then for r epaying the principal.3.In the event the Borrowerfailsto repay the loan,the Lender shallhav e rightsto deduct t

15、he debt from the bank account of the Borrower at the Lend er or empower thebranches of the Lender to deduct the debt from the bank a ccount of the Borrower at theLenders branches;4.The installment of repayment shall not less than 1 million.ARTICLE 9 DEBT CERTIFICATE The Lender shall keep record in t

16、he Lender s accountfor the principal,interests and fees and other fees of the Borrower un der this contract; The above mentioned record and the documentation for the d raw-down, repayment and payment of interest is the certificates of the debts be tween the Borrower and the Lender.ARTICLE 10 GUARANT

17、Y1. (theGuarantor)shallbe the guarantorforthe loan under thiscontractand takejointly liabilities. 2. During the term of this contract, if the guarantors financialstatus become deteriorated or the liabilities for repayment of debts bec ome weak, theLender shall have right to request the Borrower chan

18、ges guarant or orprovide mortgageand pawn secured for this loan under this contract.ARTICLE 11 REPRESENTATIONS AND WARRANTIESI. The Borrowers represents and warrants as follows:1. The Borrower is a company duly organized and validly existing under th e law of the Peoples Republic of China and has th

19、e power and authority to ow n its property to consummate the transactions contemplated in this contract andjointhe litigation.The Borrowerhas the power to handleitassetsused in ope ration.2. The Borrower is at its option to sign and perform this contract.It is theBorrowers true meaning and has the p

20、ower to sign this contract and it is not b reach it article of association or regulations or contracts. The procedure for sign ature and performance of this contract has been gone through and fully effectiv eness.3. The all documents, materials, reports and certificates provided to the Le nder by th

21、e borrower for consummation of this contract is true, real, compete a nd effective4. The Borrower shall not conceal the following events which is being hap pened or have been happened which will cause the Lender refuse to extend theloan:(1)The Borroweror the principalexecutivesof theBorrowerinvolvei

22、nmaterialevents which breach regulations, laws or compensation to others; (2)Pending actions and arbitration; (3) The Borrowers debts or proposed debts or liens andother encumbrances; (4) The other matters will impact the financial s tatus or abilities of repayment for the debts; (5) The Borrower br

23、eached contra ct which is between theBorrower and other creditors.II. The Borrower hereby warrants as follows: 1. Using the capital of the l oan asusage set forth in this contract, the Borrower will not use the loan as E quity The Borrower will not use the capital of the loan invest in sec urity, fu

24、ture,investment;realestateetc. The Borrower will not lend to the others privately or involving other maters whichis prohibitedby the country.The Borrower willnot misusingor appropriationof the loan.2. Making payment and related expenses in accordance with the provisions set forth in this contract;3.

25、 Providing updated financial statement or financial bulletin every quarter;Providing the audited financial report at the first quart of each year; Providing o peration report, financial report or other files and materials and shall warrant th e reality, correct and effectiveness for the files and ma

26、terials;4. Any anti-guaranty or other similar documents will not make any impact on the rights and benefits of the Lenders;5. Accepting the supervision of the Lender, provides assistance and cooper ation for the Lenders supervisions;6. Willnot reducethe registration capital;Prior approvalfrom the le

27、nderbe required when the Borrower changes of shareholders and operation man ner(includingbut not limited to joint venture, cooperation, jointly cooperation; di ssolution,closedown,liquidation,transformation;merger; change to share compa ny, use themachinery or other real assets or trademark, intelle

28、ctual pr operty, Knowhow, landingusing rightsor otherintangibleassets to investin sha re company or investmenttrading of operation right or own right by contracting, joint operation, trusteeship)s hallhousing,company,7. The Borrower shall inform the Lender and warrants the liability under it s secur

29、ity will not more than net assets of the Borrower when the Borrower gu arantee forother party or mortgage its assets. The Borrower warrants that will not dispose the assets which will make adverse impact on its ability of paying d ebts.8. The Borrower will not pay the other similar loans prior to th

30、e Lender;9. The Borrower warrants to inform the Lender immediately when the following events occurred: (1) The event of breach of contract under this contract or other loan or guaranty contracts between the Borrower and any branches ofBank of China or other banks, non-bank financial organization; (2

31、) The Borrowerfer difficultiesand bad result in financial and operation;(4) The Borrower involchanges shareholders or revise the article of association; (3) The Borrower sufves in material actions or arbitration;10. The Borrower shall keep sufficient balance for repayment prior * t o the due date.11

32、. The Borrower shall keep its bank transactions regarding income collecti on, sell foreign currency or buy foreign currency ect. Shall be conducted at theLender or other branches of the Lender. The turn-over for the capital shall satis fy the demand of the Lender;III. The Borrowers representations a

33、nd warrants hereunder this contract sh all be effective even though any mendment, supplements or revised to be madeto this contract.ARTICLE 12 REPRESENTATIONS AND WARRANTS OF THE LENDERI. The Lender represents and warrants as follows:and holds the financial institutions legal person licenses and fin

34、ancial institutions operation license to be qualified to operate financial b usiness.2.The Lender has taken all necessary action to authorize the execution of thiscontract and performance of its obligations under this contract. The Lender is dulyauthorized to extend this loan.II.The Lender warrants

35、as follows:1.The Lender shall extend the loan in accordance with the provisions set forthin thisContract.2. Collectinterestsinaccordancewiththe regulationsof the PeoplesBank.ARTICLE 13 EVENTS OF BREACH CONTRACT AND SETTLEMENT:I. Settlement of the Borrower breach of contract 1. Event of breach of c o

36、ntract:(1) The Borrower fails to use the loan in accordance with the agreed usage of the Loan;(2) The Borrower fails to repay the due principal and pay t he interests, expenses or other payable in accordance with the agreed term of t his contract; (3) The Borrower breaches the representation and war

37、rants set fo rth in Article 11. (4) The Borrowerbreaches other loan agreements or guaranty agreements or the Guarantor breach the guaranty agreement which may mak e impact theBorrower to perform the obligations under this contract. (5) Concl usive evidence to show that the Borrower lose the capacity

38、 of credit or during performance of the obligationunder this contract, the financial conditions of theGuarantorof creditare seriously decline. (6)deteriorating The Borroweror other reasons breaches the othercaused the obligationsGuarantortheund er thiscapacitycontract.2. Under the above circumstance

39、s, the Lender shall have right to: (1) Re quest the Borrower to rectify within the period designed by the Lender; (2) Ce ase in extendingthe loan or cancel the credit; (3) Declare the loan under this contract is due and theLender shallhave rightto deduct the outstandingamou nt from the account of th

40、e Borrower.The Borrower shall not appeal against theLender. (4) Declare the loan is due under other loan agreements between theLender and the Borrower, request the Borrower to repay the loan principals, in terests, and other expenses.II. The settlement for the Lender breach of the contract1. The Len

41、der fails to extend the loan as agreed in this contract without a nyreasons;2. The Lender breaches the agreed interest rate and collection add interest s or other fees;3. The Lender breaches the provisions set forth in Article 12;4. Under the above circumstances, the Borrower shall have right to: (1

42、) Requestthe Lender to rectify; (2) Repay the loan ahead of time and refuse to pay any compensation for prepayment.ARTICLE 14 DEDUCTIONThe Borrower shall pay in full for the payment without any counteraction or anycondition.ARTICLE 15 ASSIGNMENT OF THE DEBT AND CREDIT1. The Borrower shall not assign

43、 its right and liability under this contract t o other third party without any written approval of the Lender;2. In the event the Borrower assign its right and liability under this contra ctto otherthirdpartyunder the writtenconsent of the Lender,the thirdpartyshallabidethis contract without any con

44、dition.ARTICLE 16 PERFORMANCE OF OBLIGATION AND WAIVER OF RIGHTS1. The Borrowerisindependentcontractorunder thiscontract,itwillnot i mpactby any otherrelationsbetween the Borrowerwithotherpartyexceptthe otherprovisionsset forth in this contract.2. The Lender giveany extension,toleration,favorto the

45、Borroweror per mit theBorrower to delay of performance any obligation under this contract sha ll not impairany rightsof the Lender in accordancewiththiscontractand laws,regulation,itshallbe deemed to have waived its rights under this contract and the obligation shall beperformed by the Borrower unde

46、r this contract. ARTIC LE 17 AMENDMENT, SUPPLEMENT ANDINTERPRETATION OF THE CONTRACT1. This contract could be amended and supplemented upon the written agr eementsconcludeby the parties.Any a amendment and supplementshallbe in tegralpartyof thiscontract.2. In the event change of laws, regulations or

47、 legal practice which will cau se any terms contained in this Contract become illegal, invalid or loss of practic e, theother part of this contract shall not be impaired by it. The both parties s hall makeefforts to change the illegal, invalid or loss of practice part.3. For the mattersnot referredi

48、nthiscontractshallbe construedin accordancewith the provisions of the Peoples Bank of China.ARTICLE 18 DISPUTE RESOLUTION, GOVERNING LAW AND WAIVER OF EX EMPTION1. The conclusion, interpretation and dispute resolution shall be subject to the Laws of the Peoples Republic of Chin. The disputes arising

49、 from the executi on of this contract shall be settled through friendly consultation by both parties.In case no settlement can be reached, the disputes shall be submitted to thePeoples Court of the location of the Lender for judgment.2. The Borrowershallnot rejectany obligationduringthe settlementof

50、 di sputes.3. The execution and performance of this contract and the related transact ion iscivil behavior. The Borrower shall not appeal to take action to exempt fro m the obligation under this contract.(if both parties agree to apply arbitration, the above term shall be:)1. The conclusion, interpr

51、etation and dispute resolution shall be subject to the Laws of the Peoples Republic of Chin. The dispute arising from the executio n of this contract shall be settled through friendly consultation by both parties.In case no settlement can be reached, the disputes shall be submitted to ChinaInternati

52、onal Economic and trade arbitration commission for arbitration.2. The arbitration shall be conducted in accordance with the Arbitration La w of Peoples Republic of China and Provisional Rules of Procedure of China inte rnational economic and trade arbitration commission.3. Duringthe Arbitration,this

53、contractshallbe effectiveand the Borrowershallnot disclaim the any obligations under this contract.4. The execution and performance of this contract and the related transact ion iscivilbehavior.The Borrower shallnot appeal to take actionto exempt from the obligationunder this contract.1. Draw-down application2. _ARTICLE 21 NOTICE1. Any notice, p