【正文】 銀團(tuán)貸款合同(國際版本)CREDIT AGREEMENT CREDIT AGREEMENT， dated as of ， (this“Agreement”) ， among (the“Borrower”)，the several banks and other financial institutions from time to time parties to this Agreement(individually，a“Lender”，and collectively，the“Lenders”)and ，a banking corporation(“Bank A”)，as administrative agent for the Lenders hereunder(in such capacity，the“Agent”)．The parties hereto hereby agree 38 follows：SECTION 1．DEFINITIONS1．1 Defined Terms． As used in this Agreement，the following terms shall have the following meanings： “ABR”：for any day，a rate per annum(rounded upwards，if necessary，to the next 1／16 of 1％)equal to the greater of(a)the Prime Rate in effect on such day and(b)the Federal Funds Effective Rate in effect on such day plus 1／2 of 1％．For purposes hereof：“Prime Rate”shall mean the rate of interest per annum publicly announced from time to time by the Agent as its prime rate in effectat its principal office in (the Prime Rate not being intended to be the lowest rate of interest charged by Bank A in connection with extensions of credit to debtors)；“Federal Funds Effective Rate”shall mean，for any day，the weighted average of the rates oil overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers，as published on the next succeeding Business Day by the Federal Reserve Bank of ，or，if such rate is not so published for any day which is a Business Day，the average of the quotations for the day of such transactions received by the Agent from three federal funds brokers of recognized standing selected by it．Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate，respectively． “ABR Loans”：Revolving Credit Loans the rate of interest applicable to which is based upon the ABR． “Affiliate”：as to any Person，any other Person(other than a Subsidiary)which，directly or indirectly，is in control of，is controlled by，or is under mon control with，such Person．For purposes of this definition，“contrn”of a Person means the power，directly or indirectly，either to (a) vote 10％ or more of the securities having ordinary voting power for the election of directors of such Person or(b)direct or cause the direction of the management and policies of such Person，whether by contract or otherwise． “Agent”：Bank A，as the administrative agent for the Lenders under this Agreement and the other Loan Documents． “Agreement”：this Credit Agreement，as amended，supplemented or otherwise modified from time to time． “Applicable Margin”：on each day when the Utilization Percentage is less than 50％，％per annum．on each day when the Utilization Percentage is equal to or greater than 50％ but less than or equal to 75％，％per annum，and on each day when the Utilization Percentage is greater than 75％, ％per annum．“Assignee”：as defined in subsection (c)． “Available Commitment”：at any time any amount equal to the lesser of(i)the aggregate Commitments of the Lenders and(ii)the Borrowing Base at that time．“Board”：the Board of Governors of the Federal Reserve System． “Borrowing Base”：at any date，the amount determined pursuant to subsection (a)as the amount of credit available to the Borrower under this Agreement at such date． “Borrowing Base Assets”：the proven reserves of the Borrower and each Subsidiary Guarantor described in the most recent Reserve Report submitted by the Borrower to the Agent in accordance with subsection (b)． “Borrowing Date”：any Business Day specified in a notice pursuant to subsection as a date on which the Borrower requests the Lenders to make Revolving Credit Loans hereunder．“Business”：as defined in subsection (b)． “Business Day”：a day other than a Saturday，Sunday or any other day on which mercial banks in City are authorized or required by law to close． “Capital Stock”：any and all shares，interests，participations or other equivalents (however designated) of capital stock of a corporation，any and all equivalent ownership interests ina Person(other than a corporation) and any and all warrants or options to purchase any of the foregoing． “Cash Equivalents”：(a)securities with maturities of one year or less from the date of acquisition issued or fully guaranteed or insured by Government or any agency thereof，(b)certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition and overnight bank detxasits of any Lender or of any mercial bank having capital and surplus in excess of $500000000，(c) repurchase obligations of any Lender or of any mercial bank satisfying the requirements of clause (b) of this definition，having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by Government, (d) mercial paper of a domestic issuer rated at least A2 by (“Samp。P”) or P2by (“Moody39。s”)，(e)securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state，monwealth or territory of ，by any political subdivision or taxing authority of any suchstate， monwealth or territory or by any foreign goverment，the securities of which state，monwealth，territory，political subdivision，taxing authority or foreign government (as the case maybe)are rated at least A by Samp。P or A by Moody39。s，(f)securities with effective maturities of one year or less from the date of acquisition backed by an Aaa/AAA insurer or standby letters of credit issued by any Lender or any mercial bank satisfying the requirements of clause(b)of this definition，(g) securities with maturities of six months or less from the date of acquisition over collateralized with Government obligations as collateral or(h)shares of mo