“Indebtedness”: of any Person, or the Borrower, means all items of indebtedness which, in accordance with generally accepted accounting principles in_______________(Name of Country) would be included in determining liabilities as shown on the liability side of a balance sheet of such Person or the Borrower as of the date indebtedness is to be determined, and shall also include all indebtedness and liabilities of others assumed or guaranteed or in respect of which the Borrower is secondarily or contingently liable（other than by endorsement of instruments in the course of collection）, whether by reason of any agreement to acquire such indebtedness or to supply or advance sums or otherwise;
“Installment Payment Dates”: subject to Section 4.1, the dates which are eighteen months, twenty-four months, thirty months，thirty-six months, forty-two months, forty-eight months， fifty-four months and sixty months from the date hereof;
“Interest Payment Date”: the last day of each Interest Period;
“Interest Period”: the period commencing on the date hereof and ending on the day which is_______________months after such date, and each period thereafter beginning on the last day of the immediately preceding Interest Period and ending on the day which is three months or six months after such date, as the Borrower may elect, provided, however, that (I) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding day which is a Business Day, and (Ⅱ) any Interest Period commencing before and which would otherwise end after an Installment Payment Date shall end on such Installment Payment Date;
“Interest Rate”: the rate of interest to be determined as provided in sections 2.4, 2.6 and 2.7, as the case may be;
“Lending Office”: the International Banking Facility of the Bank, or such other branch, office, affiliate or subsidiary of the Bank as it may at its discretion from time to time designate, from which the Loan will thereafter be made and for the account of which the Loan will be outstanding and all payments hereunder will be made;
“Loan”: the loan made by the Bank to the Borrower pursuant to Section 2.1 hereof;
“Note”: the promissory note of the Borrower to the order of the Bank in substantially the form of Exhibit A hereto, evidencing the indebtedness of the Borrower to the Bank resulting from the Banks Loan to the Borrower;
“Person”: any natural person, corporation, firm, association, government, governmental agency or any other entity other than be Borrower and whether acting in an individual, fiduciary or other entity.
Article 2 The Loan
Section 2.1 The Commitment.
Upon the terms and subject to the conditions herein set forth, and relying upon the representations and warranties of the Borrower, the Bank agrees, acting through its Lending office; on the date hereof to lend to the borrower, and the Borrower agrees to borrow, the principal amount of Dollars（$）_________.
Section 2.2 Disbursement
On the date hereof, upon fulfillment of the conditions set forth in Article 6, the Bank shall make the amount of the Loan available to the Borrower by remitting the amount of the Loan to an account in New York designated by the Borrower. If the Borrower fails to satisfy the conditions precedent set forth in Article 6, the Bank shall not be obligated to make the Loan.
Section 2.3 Repayment, Payment of Interest, Designation of Interest Period
The Borrower agrees to repay the principal amount of the Loan on the installment Payment Dates in eight equal installments and to pay interest on each interest Payment Date on the outstanding principal balance of the Loan at the Interest Rate. The Borrower shall give notice to the Bank not less that five Business Days prior to the commencement of each interest Period（other than the first Interest Period）whether it has elected an Interest Period of three months or six months. If no such notice is received by the Bank, the relevant interest Period shall be the same length as the previous Interest Period; provided, however, that an interest Period commences before and otherwise after an installment Payment Data, interest Period shall end on such installment Payment Date.
Section 2.4 Determination of interest Rate.
The interest Rate for each interest Period with respect to the Loan shall be percent（_________%）above the rate at which Dollar deposits in an amount equal to the principal amount of the Loan to be made or maintained are offered by the Bank for such Interest Period to prime banks in the London interbank market as of 11: 00 A.M.（time）two Business Days prior to the commencement of such Interest Period.
Section 2.5 The Note
The Borrowers obligation to reply the principal amount of the Loan made by the Bank hereunder shall be evidenced by a note of the Borrower in the form of Exhibit A to this Agreement pursuant to this Section 2.5. The Note shall(I)be dated the date hereof，(II)be payable to the order of the Bank in the principal amount of the Loan,(III)mature in eight equal installments, payable on the Installment Payment Dates and(IV)bear interest at the interest Rate on the outstanding principal balance thereof from time to time, computed for each Interest Period and payable on the Interest Payment Dates.
Section 2.6 Substitute Basis.
