公司借贷英文合同范本

公司借贷英文合同范本
THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of [date], and between [Lender], a [type of lender] organized under the laws of [jurisdiction], having its principal place of business at [address] (the “Lender”), and [Borrower], a [type of borrower] organized under the laws of [jurisdiction], having its principal place of business at [address] (the “Borrower”).
RECITALS
WHEREAS, the Lender is willing to make loans to the Borrower on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS CONTNED HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are here acknowledged, the parties hereto agree as follows:
1. DEFINITIONS AND INTERPRETATIONS; RULES OF CONSTRUCTION
1.1 In this Agreement, the following terms have the meanings set forth below:
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled , or is under mon Control with, such Person.
“Agreement” means this Loan Agreement, including all Exhibits and Schedules hereto, as the same may be amended, supplemented or otherwise modified from time to time.
“Borrower” has the meaning set forth in the preamble h ereto.
“Borrower Materials” means all financial statements, certificates, reports, opinions and other information and documents (other than projections and forecasts) delivered or on behalf of the Borrower to the Lender under or in connection with this Agreement or any other Loan Document.
“Commitment” means the mitment of the Lender to make Loans hereunder, which mitment is in the amount of [amount], as such mitment may be reduced or increased from time to time in accordance with the terms hereof.
“Default” means any event or condition which constitutes an Event of Default or which, with the giving of any notice, the lapse of time, or both, would constitute an Event of Default.
“Event of Default” means any of the events or conditions specified in Section 8.1.
“Lender” has the meaning set forth in the preamble hereto.
“Loan” means a loan made the Lender to the Borrower pursuant to this Agreement.
“Loan Documents” means this Agreement, the Notes and all other agreements, documents and certificates delivered or on behalf of the Borrower to the Lender in connection with this Agreement or any other Loan Document.
“Material Adverse Effect” means a material adverse effect on (a) the business, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, or (b) the ability of the Borrower to perform its obligations under this Agreement or any other Loan Document.
“Maturity Date” means the date that is [number] months after the date of this Agreement.
“Note” means a promissory note of the Borrower payable to the order of the Lender, in the form attached hereto as Exhibit A, evidencing the Loans made the Lender to the Borrower.
“Obligations” means all obligations of the Borrower to the Lender hereunder and under the other Loan Documents, whether direct or indirect, absolute or contingent, due or to bee due, now existing or hereafter arising, and including interest, fees, costs, expenses and attorneys’ fees.
“Person” means any natural person, corporation, limited liability pany, partnership, joint venture, association, trust or other entity.
“Subsidiary” means, with respect to any Person, any other Person of which more than 50% of the outstanding capital stock or other interests (other than directors’ qua lifying shares) is owned or Controlled, directly or indirectly, such Person or one or more of its Subsidiaries.
“Trading Day” means a day on which the principal securities market on which the Borrower’s mon stock is listed is open for business.
“Type” mea ns, with respect to a Loan, its character as a Base Rate Loan or
a Eurodollar Loan.
1.2 In this Agreement and in each other Loan Document, unless the context otherwise requires:
(a) words in the singular include the plural and in the plural include the singular;
(b) the terms “herein”, “hereof” and “hereunder” refer to this Agreement and not to any particular provision hereof;
(c) the words “asset” and “property” include any and all tangible and intangible assets and properties, including accounts, contract rights, choses in action, documents, instruments, interests in real property and fixtures;
(d) the words “assume”, “continued”, “continues”, “default”, “indebtedness” and “owe” are to be construed as if they were followed the phrase “if and to the extent not theretofore performed”;
(e) the words “agreement”, “arrangement” and “understanding” mean an agreement, arrangement and understanding, whether or not in writing, between or among the parties hereto;
(f) the words “arrangement” and “understanding” do n ot include any oral understandings or agreements;
(g) the words “include” and “including” are not limiting;
(h) the words “or” are not exclusive;
(i) any reference to any Person includes such Person’s successors and assigns;
(j) any reference to any law or regulation includes all rules and regulations promulgated thereunder and any successor law or regulation;
(k) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; and
(l) all putations of interest and fees shall be made in accordance with the terms hereof.
1.3 The definitions of terms herein are applicable to the singular as well as the plural forms of such terms. The use of any gender herein is not intended to limit the application of such term to only one gender.
1.4 This Agreement and the other Loan Documents constitute the entire understanding and agreement of the parties hereto and thereto with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof and thereof.
2. LOANS
2.1 The Lender agrees to make Loans to the Borrower in Dollars in an aggregate amount not to exceed the Commitment. Loans may be made from time to time on any Business Day during the period mencing on the date hereof and ending on the Maturity Date. The Borrower may borrow, repay and reborrow Loans hereunder until the Maturity Date.
2.2 Each Loan shall be made as a Base Rate Loan or a Eurodollar Loan, as elected the Borrower in accordance with Section 2.3, in an amount of not less than $100,000 or an integral multiple of $10,000 in excess thereof.
2.3 The Borrower shall notify the Lender telefax or other electronic means (a “Notice”) not lat er than 11:00 a.m. (New York City time) on the date of the proposed Loan (or, if such date is not a Business Day, on the next succeeding Business Day) of the election of the Type of Loan to be made on such date. The Notice shall specify the requested date of the Loan, the amount of the Loan and the Type of Loan elected the Borrower. The Lender shall make the Loan to the Borrower on the date specified in the Notice (or, if such date is not a Business Day, on the next succeeding Business Day) in immediately avlable funds to the account of the Borrower specified in the Notice.
2.4 The Lender may, but shall not be obligated to, make Loans in accordance with the Borrower’s Notice. If the Lender does not make the Loan on the date specified in the Notice, the Borrower shall not be end to the Loan on such date, and the Borrower shall be deemed to have elected to make a Base Rate Loan on such date.
2.5 The Loans shall be evidenced the Note.
2.6 The Borrower shall repay the Loans in accordance with the amortization schedule set forth in Section 2.7.
2.7 The Borrower shall repay the Loans in installments on the last day of each calendar quarter mencing on the date hereof and ending on the Maturity Date, in an amount equal to the quotient obtned dividing the outstanding principal balance of the Loan the number of such installments. The final installment shall be payable on the Maturity Date.
3. INTEREST
3.1 The Loans shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin.
3.2 The Base Rate shall be determined the Lender, and such determination shall be conclusive absent manifest error. The Base Rate shall be equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest announced the Lender as its prime rate, (c) the one-month LIBOR Rate plus
1.00%, (d) the Eurodollar Rate for a one-month period as of the date of determination plus 1.00% and (e) 0.00%. The Applicable Margin shall be
2.00% per annum.
3.3 Interest on the Loans shall be payable in arrears on each Interest Payment Date (defined below) and on the Maturity Date.
3.4 Interest shall be puted on the basis of a 360-day year and the actual number of days elapsed.
3.5 The “Interest Payment Date” means the last day of each calendar month and the Maturity Date.
4. FEES
4.1 The Borrower shall pay to the Lender a mitment fee equal to 0.50% per annum of the unused portion of the Commitment. The mitment fee shall be payable quarterly in arrears on the last day of each calendar quarter mencing on the date hereof and ending on the Maturity Date.
4.2 The Borrower shall pay to the Lender a letter of credit fee equal to
0.125% per annum of the amount of each Letter of Credit (defined below). The
letter of credit fee shall be payable quarterly in arrears on the last day of each calendar quarter mencing on the date hereof and ending on the Maturity Date.
4.3 The Borrower shall pay to the Lender a processing fee of $[amount] upon the execution of this Agreement.
5. CONDITIONS PRECEDENT
5.1 The obligation of the Lender to make the Loans hereunder is subject to the satisfaction of the following conditions precedent:
(a) The Lender shall have received executed counterparts of this Agreement and all other Loan Documents to be delivered on the date hereof.
(b) The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects as of the date hereof and as of the date of the Loans to be made hereunder (without giving effect to any qua lifications as to “materiality” or “Material Adverse Effect” set forth therein), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.
(c) No Default shall have occurred and be continuing.
(d) The Lender shall have received a favorable opinion of counsel for the Borrower, dated the date hereof.
5.2 The obligation of the Lender to make the Loans hereunder is also subject to the satisfaction of the following conditions precedent:
(a) The Lender shall have received executed counterparts of this Agreement and all other Loan Documents to be delivered on the date hereof.
(b) The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects as of the date hereof and as of the date of the Loans to be made hereunder (without giving effect to any qualifications as to “materiality” or “Material Adverse Effect” set forth therein), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.
(c) No Default shall have occurred and be continuing.
(d) The Lender shall have received a favorable opinion of counsel for the Borrower, dated the date hereof.
(e) The Borrower shall have delivered to the Lender a financial statement of the Borrower for the fiscal quarter ended [date], certified the chief financial officer of the Borrower.
6. REPRESENTATIONS AND WARRANTIES
6.1 The Borrower represents and warrants to the Lender as of the date hereof and as of the date of the Loans to be made hereunder (without giving
eff ect to any qualifications as to “materiality” or “Material Adverse Effect” set forth therein) as follows:
(a) Organization and Good Standing. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of [jurisdiction], and has all requisite power and authority to own its properties and to carry on its business as currently conducted.
(b) Authorization. The execution, delivery and performance the Borrower of this Agreement and the other Loan Documents to which it is a party and the consummation the Borrower of the transactions contemplated here and there do not require the approval of any Governmental Authority, except such as have been obtned or made and are in full force and effect.
(c) No Conflict. The execution, delivery and performance the Borrower of this Agreement and the other Loan Documents to which it is a party and the consummation the Borrower of the transactions contemplated here and there do not conflict with, or result in a violation of, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would result in a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, any agreement, indenture, mortgage, deed of trust, loan or credit agreement, note, bond, license, franchise or other instrument or obligation to which the Borrower is a party or which the Borrower or any of its properties is bound.
(d) Litigation. There is no action, suit, proceeding, arbitration or investigation pending or, to the Borrower’s knowledge, threatened agnst the Borrower or
any of its Subsidiaries before any court, arbitrator, Governmental Authority or other tribunal.
(e) Governmental Approvals. The Borrower has obtned all Governmental Approvals (defined below) necessary for the conduct of its business and the ownership of its properties, and all such Governmental Approvals are in full force and effect.
(f) Title to Properties. The Borrower has good and marketable to all of its properties, free and clear of liens, except for liens permitted this Agreement.
(g) Liabilities. The Borrower does not have any liabilities or obligations of a nature required to be disclosed in the financial statements referred to in Section
6.1(a) hereof which are not disclosed therein.
(h) ERISA. The Borrower is not subject to ERISA.
(i) Accuracy of Information. The Borrower has delivered to the Lender true and correct copies of all financial statements, certificates, reports, opinions and other information and documents (other than projections and forecasts) delivered or on behalf of the Borrower to the Lender under or in connection with this Agreement or any other Loan Document.
6.2 The Borrower represents and warrants to the Lender as of the date hereof and as of the date of the Loans to be made hereunder (without giving effect to any qualifications as to “materiality” or “Material Adverse Effect” set forth therein) as follows:
(a) Organization and Good Standing. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of [jurisdiction], and has all requisite power and authority to own its properties and to carry on its business as currently conducted.
(b) Authorization. The execution, delivery and performance the Borrower of this Agreement and the other Loan Documents to which it is a party and the consummation the Borrower of the transactions contemplated here and there do not require the approval of any Governmental Authority, except such as have been obtned or made and are in full force and effect.
(c) No Conflict. The execution, delivery and performance the Borrower of this Agreement and the other Loan Documents to which it is a party and the consummation the Borrower of the transactions contemplated here and there do not conflict with, or result in a violation of, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would result in a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, any agreement, indenture, mortgage, deed of trust, loan or credit agreement, note, bond, license, franchise or other instrument or obligation to which the Borrower is a party or which the Borrower or any of its properties is bound.
(d) Litigation. There is no action, suit, proceeding, arbitration or investigation pending or, to the Borrower’s knowledge, threatened agnst the Borrower or any of its Subsidiaries before any court, arbitrator, Governmental Authority or other tribunal.
(e) Governmental Approvals. The Borrower has obtned all Governmental Approvals (defined below) necessary for the conduct of its business and the ownership of its properties, and all such Governmental Approvals are in full force and effect.
(f) Title to Properties. The Borrower has good and marketable to all of its properties, free and clear of liens, except for liens permitted this Agreement.
(g) Liabilities. The Borrower does not have any liabilities or obligations of a nature required to be disclosed in the financial statements referred to in Section
6.1(a) hereof which are not disclosed therein.
(h) ERISA. The Borrower is not subject to ERISA.
(i) Accuracy of Information. The Borrower has delivered to the Lender true and correct copies of all financial statements, certificates, reports, opinions and other information and documents (other than projections and forecasts) delivered or on behalf of the Borrower to the Lender under or in connection with this Agreement or any other Loan Document.
7. CONDITIONS PRECEDENT
7.1 The obligation of the Lender to。