贷款担保协议书英文版

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篇1：贷款担保协议书英文版

贷款担保协议书（英文版）

(this “Agreement”), dated _________,_________,_________(M,D,Y), by and among AAA Incorporated, a _________(PLACENAME) corporation (“AAA”), and BBB Incorporated, an _________(PLACENAME) corporation ('BBB “) and a wholly owned subsidiary of AAA Incorporated (collectively, the ”Borrower“), and Safeguard Scientifics (_________(PLACENAME)), Inc. (”Lender“), a _________(PLACENAME) corporation.

BACKGROUND

The Borrower presently has a senior bank credit in the amount of $,_________(consisting of a $,_________ revolving line of credit, a $,_________ term loan and a $,_________ term loan) (the ”Senior Credit“) pursuant to Secured Credit Agreement, dated _________,_________,_________(M,D,Y) between the American National Bank and Trust Company of Chicago (the ”Bank“) and AAA (as amended to date, the ”Credit Agreement“), a Term Note, Second Term Note, Revolving Note, Security Agreement, and Trademark Collateral Assignment and Security Agreement (all as defined in the Credit Agreement), the Modification Agreement dated _________,_________,_________(M,D,Y) between the Bank and AAA and BBB , the Second Modification Agreement dated _________,_________,_________(M,D,Y), between the Bank and AAA and BBB (the ”Second Modification Agreement“), the Security Agreement and the Guaranty (all as defined in the Second Modification Agreement), and wishes to obtain a loan from Lender pursuant to this Agreement.

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

ARTICLE I

THE LOAN

1.1. The Loan. Subject to the terms and conditions hereinafter provided, Lender shall make the following loans and/or lines of credit (whether one or more, collectively, the ”Loan“) available to Borrower, for the purposes indicated below :

The loan shall be for an aggregate amount of _________ Dollars ($,_________) and shall be used only for working capital purposes, which shall not include the repayment of any existing indebtedness. The Loan shall be advanced at one time upon request of the Borrower. The request shall be made pursuant to a notice from the Borrower to the Lender which certifies the Loan is to be used for working capital purposes of BBB , which it is understood includes the purchase of assets for BBB , that the representations and warranties hereunder remain true and correct in all material respects, and that there is no event of default or event which with the passage of time or giving of notice or both would cause an event of default hereunder or a default under the documents in respect of the Senior Credit.

1.2. The Subordinated Note; Repayment. The Loan shall be evidenced by a subordinated promissory note from Borrower to Lender (the ”Subordinated Note“), which shall be substantially in the form attached hereto as Exhibit 1.2 . The Loan shall be repaid with interest as provided in the Subordinated Note.

ARTICLE II

COLLATERAL

2.1. Collateral. Borrower hereby pledges, assigns and grants to Lender, as security for the performance of this Agreement and any other agreements executed in connection herewith, and the repayment of the Loan and the Subordinated Note and for all other indebtedness, liabilities and obligations of Borrower (primary, secondary, direct, contingent, related, unrelated, sole, joint or several) due or to become due to Lender or which may be contracted for or acquired hereafter (collectively, the ”Obligations“), a security interest under the Uniform Commercial Code in all Accounts, Inventory, General Intangibles, Chattel Paper, Instruments, Documents and Equipment (whether or not constituting fixtures) and any other security of the Senior Credit now owned or hereafter acquired by Borrower, together with all cash and non-cash proceeds (including without limitation, insurance proceeds), products, distributions, additions, accessions, substitutions, exchanges and replacements thereof, (collectively, the ”Collateral“).

2.2. Further Assurances. Borrower shall from time to time promptly take all actions (and execute, deliver and record all instruments and documents) necessary or reasonably appropriate or requested by Lender, to perfect and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral, subject to the Subordination Agreement (the ”Subordination Agreement“) dated as of _________,_________,_________(M,D,Y) between Lender and the Bank.

2.3. Attorney-In-Fact. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, in the name of Borrower or otherwise, from time to time in Lender's discretion and at Borrower's expense, to take any action and to execute, deliver and record any instruments or documents which Lender may deem necessary or advisable in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral including, without limitation, financing or continuation statements under the Uniform Commercial Code, and amendments thereto. Lender shall not, in its capacity as such attorney-in-fact, be liable for any acts or omissions, nor for any error of judgment or mistake of fact or law, but only for gross negligence or willful misconduct.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Borrower hereby makes the following representations and warranties, which shall be continuing in nature and remain in full force and effect until the Obligations are satisfied in full:

3.1. Existence and Power. Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. Borrower has the full power and authority to execute, deliver and perform this Agreement, the Subordinated Note, and all other agreements, instruments, and documents evidencing or securing the Loan (collectively as ”Loan Documents“).

3.2. Authorization and Enforceability. Borrower has been duly authorized to execute, deliver and perform the Loan Documents by all appropriate action of its Board of Directors if Borrower is a corporation, all of its general partners if Borrower is a partnership or otherwise as may be required by law, charter or other organizational documents or agreements. Each of the Loan Documents, when executed and delivered by Borrower, will constitute the legal, valid and binding obligation of Borrower, enforceable in accordance with its respective terms.

3.3. No Defaults or Violations. There does not exist any Event of Default (as that term is defined in Section 5.1) under this Agreement or any default or violation by Borrower of or under any of the terms, conditions or obligations of: (a) its articles or certificate of incorporation, regulations or bylaws if Borrower is a corporation, its partnership agreement if Borrower is a partnership or its other organizational documents as applicable; (b) any indenture, mortgage, deed of trust, franchise, permit, contract, agreement, or other instrument to which Borrower is a party or by which it or any of its properties may be bound, including the documents in respect of the Senior Credit; or (c) any law, regulation, ruling, order, injunction, decree, condition or other requirement applicable to or imposed upon Borrower by any law, or by the action of any court or other governmental authority or agency; and the execution, delivery and performance of the Loan Documents will not result in any such default or violation, nor are any approvals, authorizations, licenses, waivers or consents, governmental (foreign, federal, state or local) or non- governmental, under the terms of contracts or otherwise, required to be obtained by Borrower by reason of or in connection with its execution, delivery and performance of any of the Loan Documents.

3.4. Financial Statements. Borrower has delivered or caused to be delivered to Lender its most recent balance sheet, income statement and statement of cash flows as of _________,_________,_________(M,D,Y) (the ”Financial Statements“). The Financial Statements are true, accurate and complete in all material respects and fairly present the financial condition, cash flow and the results of Borrower's operations as of the respective dates thereof and for the periods therein referred to, all in accordance with generally accepted accounting principles in effect from time to time (”GAAP“), consistently applied from period to period subject in the case of interim statements to normal year-end adjustments and excluding disclosures normally required by GAPP. Borrower does not have any liabilities or obligations of any nature (whether or not of the nature required to be reflected in a balance sheet prepared in accordance with GAAP) that are not reflected on the Financial Statements (including, without limitation, any liabilities relating to environmental, occupational and health matters or ERISA) except for current liabilities (within the meaning of GAAP) which have been incurred since the date thereof in the ordinary course of business and consistent in nature and amount with Borrower's operating history.

3.5. No Material Adverse Change. Since the date of its most recent Financial Statements, Borrower has not suffered any damage, destruction or loss, and no event or condition has occurred or exists, which has resulted or could result in a material adverse change in its business, assets, operations, financial condition or results of operation.

3.6. Title to Assets; Existing Liens. Borrower has good and marketable title to its assets, free and clear of all liens and encumbrances, except for (a) current taxes and assessments not yet due and payable, (b) liens and encumbrances, if any, reflected or noted in its most recent Financial Statements, (c) assets disposed of by Borrower since the date of its most recent Financial Statements in the ordinary course of business, consistent with past practice, and (d) the liens and encumbrances described on Schedule 3.6.

3.7. Litigation. Except as set forth in Schedule 3.7, there are no actions, suits, proceedings or governmental investigations pending or, to the knowledge of Borrower, threatened, against Borrower or any of its properties which could result in a material adverse change in Borrower's business, assets, operations, financial condition or results of operations and there is no basis known to Borrower for any action, suit, proceeding or investigation which could result in such a material adverse change.

3.8. Tax Returns. Borrower has filed all returns and reports that are required to be filed by it in connection with any federal, state or local tax, duty or charge levied, assessed or imposed upon it or any of its properties or that it is required to withhold and pay over including, without limitation, unemployment, social security and similar taxes, and all of such taxes have been paid or adequate reserves therefor have been set aside or other provisions therefor have been made.

3.9. Intellectual Property. Borrower owns or is licensed to use all patents, patent rights, trademarks, trade names, service marks, copyrights, intellectual property, technology, know-how and processes necessary for the conduct of its business as currently conducted that are material to Borrower's condition (financial or otherwise), business or operations.

3.10. Solvency. As of the date hereof and after giving effect to the transactions contemplated by the Loan Documents, (a) the aggregate value of Borrower's assets exceeds its liabilities (including, without limitation, contingent, subordinated, unmatured and unliquidated liabilities), (b) Borrower has sufficient cash flow to enable it to pay its debts as they mature, and (c) Borrower does not have unreasonably small capital for the business in which it is engaged.

3.11. Disclosure. None of the Loan Documents contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained in the Loan Documents not misleading. There is no fact known to Borrower which materially and adversely affects or, so far as Borrower can now foresee, might materially and adversely affect Borrower's business, assets, operations, financial condition or results of operation and which has not otherwise been fully set forth in this Agreement or otherwise disclosed in writing to Lender.

3.12. Places of Business. The locations of Borrower's chief executive office and other places of business are shown on Schedule 3.12. Borrower covenants not to establish any new, or discontinue any existing, place of business without giving Lender at least 30 days' prior notice.

3.13. Capital Structure. Schedule 3.13 sets forth the authorized capital stock of Borrower, the issued and outstanding shares of such stock, and the owners thereof. There are no options, warrants or other rights outstanding to purchase any such shares except as indicated on Schedule 3.13.

3.14. Subsidiaries, Affiliates, and Other Investments. Except as shown on Schedule 3.14, Borrower has no subsidiaries or affiliates (other than its own shareholders); nor does Borrower have any investment in any other person or entity.

3.15 Bank Consent. The Bank has consented to this Loan, a copy of such consent has been delivered to Lender, and the liens in respect of the Collateral constitute Permitted Liens (as defined in the Credit Agreement).

3.16 Bank Documents. Accurate copies of all of the documents in respect of the Senior Credit have been delivered to Lender.

ARTICLE IV

COVENANTS

4.1. Affirmative Covenants. Borrower agrees that from the date of execution of this Agreement until the Obligations are satisfied in full, Borrower shall (and shall cause each of its majority-owned subsidiaries, if any, to):

4.1.1. Payments of Taxes and Other Charges. Pay and discharge when due all indebtedness and all taxes, assessments, charges, levies and other liabilities imposed upon Borrower, its income, profits, properties or business, except those which currently are being contested in good faith by appropriate proceedings and for which Borrower shall have set aside adequate reserves or made other adequate provisions acceptable to Lender in its sole discretion.

4.1.2. Maintenance of Existence, Operation and Assets; Inspection. Do all things necessary to maintain, renew and keep in full force and effect its organizational existence and all rights, permits and franchises necessary to enable it to continue its business; continue in operation in substantially the same manner as at present; conduct business and enter into transactions only in the ordinary course, consistent with past practice; keep its properties in good operating condition and repair; make all necessary and proper repairs, renewals, replacements, additions and improvements thereto; and permit representatives of Lender to inspect Borrower's properties and its books and records and to make extracts therefrom at all reasonable times during normal business hours.

4.1.3. Insurance. Keep its assets insured with responsible insurance companies against those risks and in such amounts as are commonly insured against by companies in similar businesses and owning similar assets. At Lender's request, Borrower shall have Lender named as loss payee on all hazard insurance policies covering the Collateral and shall have Lender named as an additional insured on liability policies, subject to the Subordination Agreement. Borrower shall deliver to Lender such certificates, endorsements, and other evidence of such insurance as Lender may reasonably request.

4.1.4. Compliance with Laws. Comply with all laws applicable to Borrower and to the operation of its business (including, without limitation, any statute, rule or regulation relating to employment practices and employee benefits and to environmental, occupational and health standards and controls).

4.1.5. Financial Reports. Deliver promptly such financial statements and reports as Lender may reasonably request including, without limitation, annual financial statements audited or reviewed by independent certified public accountants and interim financial statements prepared by Borrower's management. All such financial data shall be true, accurate and complete in all material respects and shall be prepared in accordance with GAAP consistently applied, subject, in the case of interim statements, to normal year-end adjustments and excluding disclosures normally required by GAAP.

4.1.6. Additional Reports. Provide prompt notice to Lender of the occurrence of any of the following (together with a description of the action which Borrower proposes to take with respect thereto): (a) any Event of Default or potential Event of Default hereunder or under any of the agreements in respect of the Senior Credit, (b) any litigation filed by or against Borrower, (c) any event which might result in a material adverse change in Borrower's business, assets, operations, financial condition or results of operation; and provide to Lender any other reports reasonably requested thereby.

4.1.7. Use of Proceeds. Use of the proceeds of the Loan only for the purposes specified in Section 1.1 above.

4.2. Negative Covenants. Borrower covenants and agrees that from the date of execution of this Agreement until the Obligations are satisfied in full, Borrower shall not (and shall cause each of its majority-owned subsidiaries, if any, not to), without Lender's prior written consent:

4.2.1. Indebtedness. Except as permitted pursuant to Section 6.6 of the Credit Agreement as now in effect, maintain, create or incur any indebtedness for borrowed money (including, without limitation, the deferred purchase price of goods and services) other than (a) the Loan and any subsequent indebtedness to Lender, and (b) existing or proposed indebtedness disclosed on the Borrower's most recent Financial Statements or on Schedule 4.2.1.

4.2.2. Liens and Encumbrances. Except for liens in favor of Lender and for the liens and encumbrances described on Schedule 3.6, create, assume or permit to exist any mortgage, pledge, encumbrance or other security interest or lien upon any assets now owned or hereafter acquired by Borrower.

4.2.3. Guarantees. Except as permitted pursuant to Section 6.8 of the Credit Agreement as now in effect, guarantee, endorse or become contingently liable for the obligations of any person or entity, except in connection with the endorsement and deposit of checks in the ordinary course of business for collection and as permitted under the existing terms of the Credit Agreement.

4.2.4. Merger; Disposition of Assets. Merge or consolidate with or into any person or entity or lease, sell, transfer or otherwise dispose of any material assets, whether now owned or hereafter acquired, other than in the normal course of business and consistent with past practices.

4.2.5. Change in Business, Management or Ownership. Make or permit any material change in the nature of Borrower's business as carried on as of the date hereof.

4.2.6. Dividends and Other Distributions. Except as permitted pursuant to Section 6.7 of the Credit Agreement as now in effect, declare or pay any dividends on or make any distribution with respect to any class of its capital stock or equity or ownership interest, or repurchase, redeem, retire or otherwise acquire any of its capital stock or equity.

4.2.7. Investments. Purchase or hold beneficially any stock, other securities or evidence of indebtedness or make any loans or advances to, or make any investment or acquire any interests in, any other person or entity except as permitted under the existing terms of the Credit Agreement.

4.2.8. Modification of the Senior Credit. Without the written consent of lender, Borrowers will not amend or modify any of the agreements, including the Credit Agreement and the Second Modification Agreement, executed in connection with the Senior Credit or referred to in the Subordination Agreement (as hereinafter defined); provided, if any of such agreements referred to in the Subordination Agreement in respect of the Lease Indebtedness and the Stockholder Indebtedness (each as defined in the Subordination Agreement) have not been executed as of the date hereof this restriction shall apply upon such execution and, in any event, all such agreements shall be reasonably acceptable to Lender.

4.3. Compliance with Terms of Stock Purchase Agreement

4.3.1. Covenants. Borrower shall also comply with the covenants set forth in a certain Stock Purchase Agreement dated as of _________,_________,_________(M,D,Y), as amended, among AAA, Safeguard Scientifics, Inc. and certain other persons and investors specified therein.

ARTICLE V

DEFAULT

5.1. Events of Default. The occurrence of an event of default as defined in the Subordinated Note or any of the other Loan Documents shall constitute an ”Event of Default“ hereunder.

5.2. Remedies on Default: Rights in Collateral. Upon any Event of Default, Lender may, in addition to its other rights at law, in equity, or under any other agreement, exercise with respect to the Collateral all of the rights and remedies of a secured party under the Uniform Commercial Code as in effect in _________(PLACENAME).

ARTICLE VI

DISPUTE RESOLUTION

6.1. Resolution of Disputes.

6.1.1. Good-Faith Negotiations. If any dispute arises under this Agreement or any of the other Loan Documents that is not settled promptly in the ordinary course of business, the parties shall seek to resolve any such dispute between them, first, by negotiating promptly with each other in good faith in face-to-face negotiations. These face-to-face negotiations shall be conducted by the respective designated senior management representative of each party. If the parties are unable to resolve the dispute between them through these face-to- face negotiations, within _________ business days (or such period as the parties shall otherwise agree) following the date of notification (the ”Notice Date“) by one party to the other(s) of the existence of such dispute, then any such disputes shall be resolved in the following manner.

6.1.2. Mediation. The parties shall endeavor to resolve any dispute arising out of or relating to this Agreement by mediation under the CPR Mediation Procedures for Business Disputes. Unless otherwise agreed, the parties will select a mediator from the CPR Panels of Neutrals and shall notify CPR to initiate the selection process.

6.1.3. Resolution of Disputes.

(a) Any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, exceeds $,_________ (”Summary Proceeding“), arising out of or relating to this Agreement, or any of the other Loan Documents or the breach, termination or validity thereof which has not been resolved by mediation as provided herein within _________ days of the Notice Date, shall be litigated exclusively in the Superior Court of the State of _________(PLACENAME) (the ”_________(PLACENAME) Superior Court“) as a summary proceeding pursuant to Rules 124-131 of the _________(PLACENAME) Superior Court, or any successor rules (the ”Summary Proceeding Rules“). Each of the parties hereto hereby irrevocably and unconditionally (A) submits to the jurisdiction of the _________(PLACENAME) Superior Court for any Summary Proceeding, (B) agrees not to commence any Summary Proceeding except in the _________(PLACENAME) Superior Court, (C) waives, and agrees not to plead or to make, any objection to the venue of any Summary Proceeding in the _________(PLACENAME) Superior Court, (D) waives, and agrees not to plead or to make any claim that any Summary Proceeding brought in the _________(PLACENAME) Superior Court has been brought in an improper or otherwise inconvenient forum, (E) waives, and agrees not to plead or to make, any claim that the _________(PLACENAME) Superior Court lacks personal jurisdiction over it, (F) waives its right to remove any Summary Proceeding to the federal courts except where such courts are vested with sole and exclusive jurisdiction by statute, and (G) understands and agrees that it shall not seek a jury trial or punitive damages in any Summary Proceeding based upon or arising out of or otherwise related to this Agreement or any of the other Loan Documents or the breach, termination or validity thereof, and waives any and all rights to any such jury trial or to seek punitive damages.

(b) In the event any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, does not exceed $,_________(a ”Proceeding“), arising out of or relating to this Agreement or any of the other Loan Documents or the breach, termination or validity thereof, is brought, the parties to such Proceeding agree to make application to the _________(PLACENAME) Superior Court to proceed under the Summary Proceeding Rules. Until such time as such application is rejected, such Proceeding shall be treated as a Summary Proceeding and all of the foregoing provisions of this Section relating to Summary Proceedings shall apply to such Proceeding.

(c) If a Summary Proceeding is not available to resolve any dispute hereunder, the controversy or claim shall be settled by arbitration conducted on a confidential basis, under the U.S. Arbitration Act, if applicable, and the then current Commercial Arbitration Rules of the American Arbitration Association (the ”Association“) strictly in accordance with the terms of this Agreement and the substantive law of the State of _________(PLACENAME) including law in respect of any statute of limitations. The arbitration shall be conducted at the Association's regional office located closest to Lender's principal place of business by a single arbitrator. The arbitrator is not empowered to award damages in excess of compensating damages and each party hereby irrevocably waives any right to recover such damages with respect to any such dispute. Judgment upon the arbitrator's aware may be entered and enforced in any court of competent jurisdiction.

6.2. Equitable Remedies. Neither party shall be precluded hereby from securing equitable remedies in courts of any jurisdiction including, but not limited to, temporary restraining orders and preliminary injunctions, to protect its rights and interests, but such shall not be sought as a means to avoid or stay any of the provisions of this Article VI.

6.3. Performance Pending Resolution. Each party shall be required to continue to perform its respective obligations under the Loan Documents pending final resolution of any Dispute, unless to do so would be impossible or impracticable under the circumstances.

ARTICLE VII

MISCELLANEOUS

7.1. Expenses. Borrower shall pay to Lender, upon execution of this Agreement, and otherwise on demand, all costs and expenses incurred by Lender in connection with (a) the preparation, negotiation and closing of this Agreement and any related documents, and any modifications hereto or thereto, and (b) instituting, maintaining, preserving, enforcing and foreclosing the security interest in any of the Collateral, whether through judicial proceedings, arbitration or otherwise, or in defending or prosecuting any actions, arbitrations or proceedings arising out of or relating to the Loan Documents including, without limitation, reasonable fees and expenses of counsel (which may include costs of in-house counsel), expenses for auditors, appraisers and environmental consultants, lien searches, recording and filing fees and taxes.

7.2. Amendments, Indulgences, Etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by Borrower herefrom shall in any event be effective unless the same shall be in writing and signed by Lender, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure or delay on the part of Lender in the exercise of any right, power, or remedy under this Agreement or any of the other Loan Documents shall under any circumstances constitute or be deemed to be a waiver thereof, or prevent the exercise thereof in that or any other instance.

7.3. Notices. All notices given hereunder shall be in writing and deemed validly given (a) three (3) business days after sent, postage prepaid, by certified mail, return receipt requested, (b) one (1) business day after sent, charges paid by the sender, by Federal Express Next Day Delivery or other guaranteed delivery service, (c) when confirmation of transmission by facsimile during normal business hours is received, or (d) when delivered by hand, upon delivery, in each case to the intended recipient at its address shown below or to such other address, or in care of such other person, as either party shall hereafter specify to the other from time to time by due notice:

If to Borrower: AAA Incorporated

_________(ADDRESS)

Attn: _________

Fax No.: _________

cc: CCC

_________(ADDRESS)

If to Lender: DDD,Inc.

_________(ADDRESS)

Attn: _________

Fax No.: _________

7.4. Interpretation. Except as otherwise indicated, all agreements defined herein refer to the same as from time to time amended or supplemented or the terms thereof waived or modified in accordance herewith and therewith. Any provision hereof found to be illegal, invalid or unenforceable for any reason whatsoever shall not affect the legality, validity or enforceability of the remainder hereof. In this Agreement, in the computation of a period of time from a specified date to a later specified date, the word ”from“ means ”from and including“ and the words ”to“ and ”until“ each means ”to but excluding.“ Unless otherwise expressly provided, the word ”including“ does not limit the preceding words or terms.

7.5. Entire Agreement. This Agreement, and all agreements and instruments to be delivered by the parties pursuant hereto or in connection herewith, represent the entire understanding of the parties with respect to the subject matter hereof, and supersede all other prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

7.6. Governing Law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, and construed and interpreted according to the laws of the State of _________(PLACENAME).

7.7. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument.

7.8. Joint and Several Obligations. The obligations and liabilities of the Borrower hereunder and under any of the other documents excluding the warrants for _________ shares issued in connection therewith, executed in connection herewith are joint and several obligations and liabilities, including those in respect of the representations, warranties, and covenants hereof; provided, however, that the warrants for _________ shares of stock of AAA are only for shares thereof and not for shares of BBB .

IN WITNESS WHEREOF, the parties have executed or caused to be executed this Agreement as of the day and year first above written.

AAA Incorporated DDD,Inc.

By:_________ By:_________

Name:_________ Name:_________

Title:_________ Title:_________

BBB Incorporated

By:_________

Name:_________

Title:_________

SCHEDULES AND EXHIBITS

Exhibit 1.2 Subordinated Note

Schedule 3.6 Liens and Encumbrances

Schedule 3.7 Litigation

Schedule 3.12 Places of Business

Schedule 3.13 Authorized Capital Stock of Borrower

Schedule 3.14 Subsidiaries and Affiliates; Other Investments

Schedule 4.2.1 Existing Indebtedness for Borrowed Money

EXHIBIT 1.2

SUBORDINATED NOTE

THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENTDATED AS OF _________(M,D,Y) (AS AMENDED, RESTATED, SUPPELEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME) BY AND BETWEEN SAFEGUARD SCIENTIFICS (_________(PLACENAME)), INC. AND AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO

_________(PLACENAME)

$,_________ _________,_________,_________(M,D,Y)

FOR VALUE RECEIVED, AAA Incorporated (”DTP or “Parent”), a _________(PLACENAME) corporation, and BBB Incorporated, an _________(PLACENAME) corporation and wholly-owned subsidiary of DTP (“Subsidiary”) (collectively, “Borrower”), each having an office at _________(ADDRESS), do hereby jointly and severally unconditionally promise to pay to the order of Safeguard Scientifics (_________(PLACENAME)), Inc., a _________(PLACENAME) corporation (“Lender”), at Lender's office located at _________(ADDRESS)or at such other place as Lender may from time to time designate in writing, in lawful money of the United States, the principal sum of _________ DOLLARS ($,_________) (the “Loan”), with interest, all as provided below.

1. Rate of Interest. Interest on the principal amount outstanding under this Note shall accrue at an annual rate equal to _________%. Such interest rate shall be increased by _________% on each anniversary of the date of the Subordinated Note so that in the fifth year the rate shall be _________% per annum and such rate shall thereafter remain at _________% per annum. Interest payable hereunder shall be calculated for actual days elapsed on the basis of a _________-day year. Notwithstanding anything in this Note, the interest rate charged hereon shall not exceed the maximum rate allowable by applicable law. If any stated interest rate herein exceeds the maximum allowable rate, then the interest rate shall be reduced to the maximum allowable rate, and any excess payment of interest made by Borrower at any time shall be applied to the unpaid balance of any outstanding principal of this Note.

2. Maturity Date. The “Maturity Date” shall mean _________,_________,_________(M,D,Y), or such later date as may be designated by Lender in writing.

3. Payment of Interest and Principal.

(a) Accrued interest shall be due and payable on the first day of each quarter, beginning _________,_________,_________(M,D,Y) and on the date of repayment of the Loan in full. Unless prepaid pursuant to Section 3(b) hereof, the principal of the Loan shall be repaid on the Maturity Date.

(b) The outstanding principal amount of this Note may be prepaid by the Borrower upon notice to the Lender in whole at any time or in part from time to time without any prepayment penalty or premium; provided, that upon such payment any interest due to the date of such prepayment on such prepaid amount shall also be paid. In addition, the Borrower shall, without any notice or demand whatsoever, prepay this Subordinated Note in full upon the consummation of an initial public offering (which includes a rights offering) of any securities of the Borrower.

4. Subordination to Bank. Borrower's obligations under this Subordinated Note, regardless of whether demand for payment has been made by Lender, and the lien and security interest granted pursuant to the Loan Agreement (as hereinafter defined) are subject and subordinate to Borrower's obligations to American National Bank and Trust Company of Chicago (the “Bank”) and all liens and security interests granted by Borrower to the Bank in accordance with a certain Subordination Agreement between the Bank and the Lender.

5. Other Loan Documents. This Subordinated Note is issued in connection with, and subject to the provisions of, that certain loan and security agreement, dated the date hereof, by and between Borrower and Lender (the “Loan Agreement”) and is secured by the property described in the Loan Agreement and by such other collateral as previously may have been or may in the future be granted to Lender to secure this Subordinated Note.

6. Method and Application of Payments. All amounts payable hereunder shall be paid by Borrower in immediately available and freely transferable funds at the place designated by Lender to Borrower for such payment. All payments made on this Subordinated Note shall be applied to fees and expenses (including attorneys' fees), accrued interest and principal in any order Lender may choose, in its sole discretion.

7. Events of Default. Each of following events shall constitute an event of default (an “Event of Default”) hereunder :

a. If Borrower shall fail to pay when due any interest or principal or any other sum payable to Lender hereunder, and such failure continues unremedied for _________(_________) days after the due date thereof.

b. If any representation or warranty made by Borrower to Lender in any statement, certificate or other document including, but not limited to, the Loan Agreement or any other documents now or in the future securing the obligations of Borrower to Lender, is false, erroneous or misleading in any material respect.

c. If Borrower shall default in the performance of any other agreement or covenant with Lender contained in any document including, but not limited to, the Loan Agreement or any other documents now or in the future securing the obligations of Borrower to Lender, and such default shall continue uncured for _________ (_________) days after written notice thereof to Borrower given by Lender (or, if such default cannot reasonably be cured within such _________ (_________) day period and Borrower is proceeding to cure with reasonable diligence, such period of time as shall be reasonably necessary to cure such default, but in no event more that _________ (_________) days).

d. If Borrower shall become insolvent, bankrupt or shall generally fail to pay its debts as such debts become due; or if Borrower shall admit in writing its inability to pay its debts; or if Borrower shall suffer a receiver or trustee for it or substantially all of its property to be appointed; or if Borrower makes an assignment for the benefit of creditors; or if proceedings under any law related to bankruptcy or insolvency or the reorganization or the release of debtors are instituted against Borrower and are not dismissed or stayed within _________ (_________) days; or if a receiver or trustee for Borrower or substantially all of its property shall be appointed without Borrower's consent and such receiver or trustee shall not be discharged within _________ (_________) days; or if proceedings relating to Borrower under any law related to bankruptcy or insolvency or the reorganization or the release of debtors are instituted or commenced by Borrower.

e. A Default (as defined in the Credit Agreement as now in effect) shall have occurred or exist.

8. Remedies. Upon the occurrence of any Event of Default, (a) Borrower's right to request further advances under the Loan Agreement shall terminate, (b) interest shall automatically and without notice begin to accrue on the outstanding balance of this Note at the aforesaid interest rate plus _________%, (c) the entire unpaid principal amount of this Subordinated Note and all unpaid interest accrued thereon shall, at the sole option of Lender upon notice to Borrower, become immediately due and payable, (d) Lender shall have the right to offset all amounts owed by Borrower hereunder against any amounts owed by Lender in any capacity to Borrower, whether or not due, and (e) Lender shall thereupon have the immediate right to exercise from time to time all rights and remedies available to Lender under the Loan Agreement or now or hereafter available at law or in equity, including the rights of a secured party under the Uniform Commercial Code, all of which shall be cumulative in nature.

9. Guarantee. Without limiting the effect of the Subsidiary's joint and several responsibility with the Parent for all duties, obligations, and liabilities of the Borrower under this Subordinated Note and the related Loan Agreement, the Subsidiary, by executing this Subsidiary's Note, also absolutely and unconditionally guarantees, to and in favor of Lender, the prompt payment and performance of all principal, interest and other sums due and owing with respect to this Subordinated Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, and the due and punctual performance of all duties, obligations, and liabilities of the Borrowers' under this Subordinated Note and the related Loan Agreement and the documents executed in connection therewith. The Subsidiary hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of any provision of this Subsidiary's Note or any other loan documents.

10. Miscellaneous. Except as expressly set forth herein, Borrower hereby waives presentment, demand, protest and notice of dishonor and protest, and also waives all other exemptions; and agrees that extension or extensions of the time of payment of this Note or any installment or part thereof may be made before, at or after maturity by agreement by Lender. Borrower shall pay to Lender, upon demand, all costs and expenses that may be incurred by Lender in connection with the enforcement of this Subordinated Note including, without limitation, reasonable fees and expenses of Lender's counsel. Notices required to be given hereunder shall be given in accordance with the provisions of the Loan Agreement, as amended from time to time. Any failure by Lender to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time. No amendment to or modification of this Subordinated Note shall be binding upon Lender unless in writing and signed by it. Any provision hereof found to be illegal, invalid or unenforceable for any reason whatsoever shall not affect the legality, validity or enforceability of the remainder hereof. This Subordinated Note shall apply to and bind the successors of Borrower and shall inure to the benefit of Lender, its successors and assigns; provided, however, that Borrower may not assign its rights and obligations under this Note without the express prior written consent of Lender. The Subordinated Note shall be governed by and interpreted in accordance with the laws of the State of _________(PLACENAME).

IN WITNESS WHEREOF, Borrower, by its duly authorized officer intending to be legally bound hereby, has duly executed this Subordinated Note as of the date first written above.

AAA Incorporated BBB Incorporated

By:_________ By:_________

Name:_________ Name:_________

Title:_________ Title:_________

篇2：贷款担保协议书

新疆维吾尔自治区教育厅、国家开发银行新疆维吾尔自治区分行、学校： 我是_____学生的_____（直系亲属），我承诺将严格遵守国家有关规定，履行国家开发银行新疆分行、新疆维吾尔自治区教育厅和高校制定的国家助学贷款有关协议和相关规定，履行《借款合同》中的约定，保证 同学按时还本付息，我承诺并担保以下事项：

1、按照_____同学与学校、国家开发银行新疆分行等部门签订的`《借款合同》，按期足额返还贷款本息，如未能履行同时承担罚息。

2、我保证所提供的身份证、户口簿、居住地址、联系人和电话、贫困证明材料（原件或复印件）等真是有效。

3、在_____同学未履行《借款合同》和有关协议，不能按时返本还息时，我将积极配合、协助有关部门做好XXX同学的工作，促其返本还息及罚息。

4、在_____同学不能按时偿还贷款本息及罚息时，我自愿并愿意为其担保，承担 同学的贷款本息及罚息的赔偿，并按有关规定，按时将贷款本息及罚息划入指定的银行账户。

5、如不能履行以上担保，我愿意接受法律的制裁并承担民事责任。

第一担保人（签字加按右手食指手印）

身份证号：

永久居住地址： 联

系电话、手机号：

年 月 日

第二担保人（签字加按右手食指手印）

身份证号：

永久居住地址：

联系电话、手机号：

年 月 日

篇3：贷款担保协议书

甲方：

乙方：XX房地产顾问有限公司

现甲方用座落于_____（面积：_____）的房屋在银行按揭贷款，须经乙方担保。为了保证乙方的合法权益，在贷款期限内，甲方必须每月按时归还银行贷款本息。如出现连续三个月没有归还银行贷款本息，乙方将无条件通过公证处（甲方委托_____）办的《委托公证书》处理甲方房产，以归还银行贷款本息，本协议书双方签字即生效。

甲方（签章）： 乙方（签章）：

身份证号码：

配偶（签字）：

身份证号码：

年 月 日

篇4：贷款担保协议书

秭归县学生资助管理中心：

兹有借款人 （学生）、共同借款人 在_____学生资助管理中心办理_____年生源地信用助学贷款_____元整，贷款期限_____年，经借款人、共同借款人同我们夫妻协商，我们同意为借款人、共同借款人的 _____年生源地信用助学贷款陆仟元作担保，请予办理。

若借款人、共同贷款人不按贷款合同还款，我们将按照合同承担偿还责任。

担保人夫妻双方身份证复印件附后。

担保人夫妻双方签名、捺印 联系电话：

年 月 日

证 明

担保人 _____，性别_____ ，家住 _____，现在我单位（社区、村组）从事 工作，年收入 万元，具有以上担保能力。

经办人：

单位（章）

年 月 日

篇5：贷款担保协议书

贷款担保合同书

编号：融字第号

签订地：甲方(被担保方)：住所:法定代表人：身份证号码：电话：传真：邮政编码：

乙方(担保方)：法定代表人：住所：邮政编码：电话：传真：

甲方向债权人 申请人民币 万元借款，现甲方申请乙方为其提供担保，乙方同意为甲方该笔借款提供担保，现就甲乙双方的权利义务达成如下协议以共同遵守：第一条乙方为甲方提供担保事项：

(一)甲方与债权人 签订的编号为()《合同》，其中贷款本金 万元、贷款利率，贷款期限为。(二)担保期限：自贷款银行发放贷款之日起至甲方结清该标的借款本息止。(三)担保方式为连带责任担保。第二条反担保方式在乙方出具相关担保文件之前，甲方必须向乙方提供下列数项反担保方式，并签订相应的反担保合同。如因甲方未能如约履行上述贷款合同相关义务，乙方自接获贷款银行的贷款催收通知书或贷款逾期通知之日起，即可向甲方行使追索权，并可同时选择以下方式向反担保方行使权利。

(一)提供经乙方认可的财产权利抵押/质押反担保：2 抵质押物名称所有产权人财产金额(元)数量所有权凭证及编号(二)提供经乙方认可的个人无限连带责任、法人连带责任反担保：反担保保证人身份证号码法定住所联系电话

(三)其它反担保方式：1、2、3、第三条反担保方式所提供的反担保范围及期限：反担保范围：甲方依照贷款合同应履行的全部债务;乙方依照保证合同承担保证责任应当或已经履行的债务，包括但不限于贷款本金、利息(含正常利息、罚息、复息)、违约金、损害赔偿金以及债权人实现债权的费用。乙方实现反担保债权的费用以及依照本合同约定的乙方可以向甲方追偿的一切费用等。反担保期限：自本合同生效之日至甲乙双方债权债务结清时终止。

篇6：贷款担保协议书

协议人：姓名，性别，××年×月×日出生，汉族，住××市路号。

协议人：姓名，性别，××年×月×日出生，汉族，住××市路号

协议人双方于××年 月 日在××区人民政府办理结婚登记手续。因双方性格不合无法共同生活，夫妻感情已完全破裂，现双方就自愿离婚一事达成如下协议：

一、与自愿离婚。

二、儿子/女儿由抚养，由每月给付抚养费××元，在每月号前付清;直至付到18周岁止，18周岁之后的有关费用双方日后重新协商。

三、夫妻有座落在路号的楼房一套，价值人民币××元，现协商归方所有，由方一次性给付方现金××元。房内的家用电器及家俱等等(见清单)，双方同意作价××万元，归方所有，方向方支付××万元。

四、夫妻无共同债权及债务。(若有共同债务，根据双方协商好的填写在下面就行)

五、可在每月的接儿子/女儿到其居住地，于送回居住地，如临时或春节探望，可提前天与协商，达成一致后可按协商的办法进行探望。

六、因男方有家庭暴力(重婚的/有配偶者与他人同居的/实施家庭暴力的/虐待、遗弃家庭成员的)，因此，男方一次性赔偿女方×万元人民币。

本协议一式叁份，双方各执一份，婚姻登记机关存档一份，在双方签字，并经婚姻登记机关办理相应手续后生效。

协议人：

协议人：

年 月 日

篇7：贷款担保合作协议书

贷款担保合作协议书

甲方：永登县财政局

乙方：中国农业银行股份有限公司永登县支行

丙方：永登县中小企业信用担保有限公司

??? 为了深入推进省委“联村联户、为民富民”行动，按照《甘肃省财政厅?农行甘肃省分行金融支持联村联户为民富民行动合作协议》，根据国家有关法律、法规，经甲乙丙三方平等协商，同意达成本协议。

??? 第一条?合作事项

??? 甲乙丙三方密切合作，充分发挥甲方财政资金杠杆和引导作用、乙方金融机构的融资优势、丙方担保增信优势，积极为“三农”服务，支持6个贫困乡镇62个贫困村及全县16个乡镇能够帮扶、辐射、带动贫困村农户发展的农业产业化龙头企业“双联”行动，加快贫困乡、贫困村脱贫致富步伐。

??? 第二条?合作内容

??? 自起，甲方连续5年会同乙方审核同意，对审批发放的“双联农户贷”、“双联产业贷”申请财政贴息，上报省财政厅、省农行审核。丙方为“双联惠农贷款”提供全程全额担保、合作范围是“双联惠农贷款”项下的贷款。

??? 第三条 贷款品种及担保对象

??? 本协议项下贷款品种为“双联惠农贷款”。具体分为“双联农户贷”和“双联产业贷”两种类型。

??? 担保对象为从事种植、养殖、农副产品加工、流通等农林牧渔生产经营活动的农户，以及能够帮扶、辐射、带动农户的种养大户、运输大户、多种经营大户、农民专业合作组织和农业产业化企业。

??? 第四条 贷款利率及担保费

??? 乙方“双联惠农贷款”利率执行中国人民银行公布的金融机构人民币贷款基准利率，由甲方全程全额申报财政贴息。丙方担保费实行优惠费率。按照中国人民银行同期同档次基准利率的40%收取担保费。贷款户偿还贷款后，担保费由担保公司一次性全额返还。

??? 第五条?贷款担保方式

??? 按《永登县‘双联惠农贷款’担保管理暂行办法》执行。

??? 第六条?保证金的缴纳及管理

丙方在乙方指定经营机构开立保证金专户，并按照以下方式向乙方交纳保证金：

由丙方按照贷款金额的20%逐笔或者分批次存入保证金，以后年度根据合作情况可作调整，保证金为定期存款。

保证金存入保证金账户后作为贷款的担保，在贷款款未全部清偿前，丙方不得动用。当贷款到期，借款人未按时清偿时，乙方有权根据本协议约定扣收上述保证金用于清偿贷款。如丙方保证金不足以清偿贷款本息的，丙方应继续履行代偿责任，直至贷款本息全部清偿为止。

丙方代偿后导致保证金余额或比例达不到本协议要求的丙方应当及时补足。

第七条 ?担保合作额度核定

乙方按照农总行有关规定，原则上放大倍数为5倍。

第八条 ?三方的权利义务

?? (一)甲方权利和义务

1、甲方督促丙方在乙方开立贷款保证金专户和结算账户，并按本协议约定及时足额存入保证金和资本金。

2、甲方协调丙方和乙方当地经营机构依据本协议签订担保合作协议。

?? (二)乙方的.权利和义务

1、乙方享有贷款的自主决策权。开展贷款的准入、调查、审查和审批工作，对符合贷款条件的贷款对象及时发放贷款，并做好贷款发放后的日常管理。

2、对于丙方提供保证担保的贷款，贷款逾期的，乙方有权要求丙方承担相应代偿责任。

3、乙方可对丙方设定不超过10个工作日的缓冲期，缓冲期结束借款人仍未偿清贷款本息的，由丙方履行代偿责任。乙方有权直接扣收丙方保证金，保证金不足以代偿贷款本息的，乙方有权从丙方在乙方开立的账户扣除资金用于代偿贷款本息。账户内资金不足以清偿贷款本息的，乙方有权继续向丙方追偿。

4、上述保证金及结算账户内的资金由乙方按照人民银行账户管理规定存款利率付息。乙方尽可能为丙方账户内的资金提供划转和理财服务，确保资金保值增值。

?? (三)丙方的权利和义务

1、丙方有权对贷款对象进行核查，决定是否为其提供担保。

2、丙方与乙方就具体贷款事宜签订担保合作协议。

3、丙方按照本协议约定及时足额缴纳双联惠农贷款保证金。

4、丙方承担代偿责任后有权对借款人进行追偿。

?? 第九条 ?风险防控机制

1、双联惠农贷款由县人民政府承担第一责任，甲乙丙三方是直接责任部门。建立县级财政风险基金等防控机制。

2、由各乡镇政府、村委会协助乙方、丙方开展贷后管理工作，对于出现影响贷款偿还的风险状况，村委会、乡镇政府要及时告知乙方和丙方，协助乙方和丙方采取风险防控措施。同时，甲乙丙三方共同创建信用乡(镇)、信用村。

第十条 ?联席机制

甲乙丙三方建立定期联席机制，按季召开联席会议，加强交流、协调与沟通，积极研究解决工作中遇到的各种问题，支持“双联”行动顺利开展。

第十一条 ?协议生效

本协议自协议各方法定代表人(负责人)签字并加盖公章之日起生效，具有法律约束力，在双联惠农贷款全部清偿完之前有效。未尽事宜，三方协商解决。

第十二条 ?其它

本协议一式六份，三方各持两份，效力相同。

?

?

甲方：(公章)??????????? 乙方：(公章)??

?

?

甲方法定代表人：???????? 乙方法定代表人：

??????

?

??? 丙方：(公章)

?

?

丙方法定代表人：

?

??????????????????????? 签约时间：

??????????????????????? 签约地点：

篇8：个人贷款担保协议书格式

甲方：农村信用合作联社(简称甲方)

乙方：****有限公司(简称乙方)

为支持个体经济发展，经甲、乙双方协商，甲方同意乙方提出的为***申请贷款担保的请求，为明确甲、乙双方的权利和 义务，现签定如下贷款担保协议：

一、双方本着平等、自愿和互利原则，开展贷款担保合作，合作期限三年，在合作期限内，乙方不得与其他金融机构形成新 的合作关系。

二、方的权利和义务

1、对申请贷款的客户， 由乙方推荐， 经甲方指定管辖内信用社考察符合条件的.，自受理贷款申请值日起，在《贷款通则》 规定的时间内将贷款办理。

2、贷款到期后，客户不能按期归还时，甲方有权冻结乙方账户或变卖该客户的生产设备、汽车、家庭财产归还贷款。

3、对客户贷款申请核实情况，确定贷款额度(最高不能超过20万元)、期限(最长不能超过2 年)。

三、乙方的权利和义务

1、乙方必须将账户开立在甲方指定的信用社，所收、支资金通过该账户结算。

2、为该客户提供贷款担保，承担风险。

3、向甲方提供该客户可变现资产作价折合款项，资金实力和偿还贷款能力。

4、贷款一经发放，汇入该客户账户，与甲方共同对贷款进行监督使用，贷款只限于搞运输经营，不得挪做他用。

5、对该客户贷款，除乙方担保外，该客户可变现的资产一并担保。

6、对该客户可变现的资产实行逐项登记、编号、建档，在未还清贷款本息前，担保资产一律不准变卖。

7、负责每季度督促该客户的贷款结息，直至贷款到期归还本息。

8、负责贷款逾期后协助甲方对该客户可变现资产的处理。

四、有下列情形之一者，甲乙双方可协商解除担保协议。

1、乙方未能按要求在信用社开立账户，挪用资金，随意卖出可变现资产的。

2、甲方无正当理由不能及时向乙方所担保的该客户发放贷款的。

五、事宜双方协商解决

本协议自签订之日起生效

本协议一式两份，甲乙双方各持一份。

甲方(签章) ： 乙方(签章) ：

****年**月**日

篇9：个人贷款担保协议书

合同编号:

借款人姓名:

身份证号码：

贷款人：中国银行分(支)行

保证人：

身份证件号码：

抵押人姓名：

身份证号码：

特别提示：

借款人、保证人、抵押人请认真阅读本合同项下的全部条款，尤其是用黑体字表明的条款，对于不理解的条款，可以向贷款人征询，贷款人将进行解释。借款人、保证人、抵押人一旦签订本合同，即认为借款人、保证人、抵押人已理解并同意本合同的所有条款。

本合同各方根据有关法律、法规，在平等、自愿的基础上，为明确责任、恪守信用，经充分协商一致签订本合同，并保证共同遵守执行。

借贷条款

第一条贷款金额。贷款人根据借款人的申请，经审查同意向借款人发放个人贷款(以下称贷款)，金额为人民币(大写) 元，(小写) 元。

第二条贷款用途。贷款用于 。借款人不得以任何理由将贷款挪作他用。如借款人未按本合同约定的用途使用贷款，贷款人有权就挪用贷款部分自挪用之日起按本合同约定的'贷款利率上浮 %计收罚息。若遇本合同约定的贷款利率调整，则分段计收罚息。

第三条贷款利率。按照人民银行有关规定，确定贷款利率为月利率 ‰，利息从贷款放款之日起开始计算并按月结息。借款期限在1年(含)以下的，前述贷款利率为固定利率，无论法定利率是否调整，均执行本合同的约定利率，不分段计息;借款期限在1年以上的，前述贷款利率一年一定，于每一年度的贷款发放日根据当天的法定利率确定应执行的利率，贷款人将在营业场所对法定贷款利率调整情况进行公告。

第四条贷款期限为 月，自 年 月 日起至 年 月 日止。实际放款日与到期日以借款借据为准，借款借据为本合同的附件，与本合同具有同等法律效力。

第五条借款人不可撤销地授权贷款人在本合同生效后，以借款人名义将贷款以转帐形式划入 在银行开立的帐户(开户行： ;帐号： )，以支付本合同第二条所列用途之款项。上述行为视为借款人提用了借款，贷款人有权监督贷款的使用。

第六条贷款人与借款人双方商定，自贷款发放次月起，借款人按月归还贷款本息(一次性还本付息除外)，还款日为每月 日。借款人自愿按下列第 种方式归还贷款本息(如放款日与扣款日不同，首期、末期还款金额按实际天数计算)：

------

甲方：_________，身份证号码为________________________，现住___________________________;

乙方：_________，身份证号码为________________________，现住___________________________;

法定代表人(单位)：_________

甲方等人因购买房屋，资金不足，特向乙方请求借款。经双方协商，自愿达成如下协议：

一、乙方借给甲方人民币___元(大写：______元整)，甲方应于年 月 日前归还完毕。

二、甲方同意乙方扣除其在___年___月___日至___年___月___日期间在乙方享有的股份分红______元作为还款。在此期间，若甲方的股份分红总额不足捌万元的，甲方需将 不足部分补齐还给乙方。

三、甲方等人对第一项的借款______元整承担连带偿还责任。

四、本协议书一式二份，甲、乙双方各执一份。

甲方：_______________乙方：_______________

年 月 日

个人借款协议(无抵押)

甲方(借款人)：×××(写明借款人的基本情况)

乙方(贷款人)：×××(同上)

甲乙双方就下列事宜达成一致意见，签订本协议。

一、乙方贷给甲方人民币×××元，于×年×月×日前交付甲方。

二、贷款利息(应按国家规定的标准约定具体的利息，不得超过国家规定的标准。公民之间也可以无息借款)

三、借款期限(写明具体的年、月、日)

四、还款日期和方式

五、违约责任

六、本协议自×年×月×日生效。本协议一式两份，双方各执一份。

甲方：×××(签字、盖章)

乙方：×××(签字、盖章)

×年×月×日

篇10：贷款担保合同协议书怎么写

甲方：

乙方：

1、甲乙双方本着自愿协商的原则达成本协议。

2、甲方自愿将所承包土地( 米× 米)租赁给乙方使用，时间：自 年月日至 年 月日，每年租赁费用为600元(陆佰元)，租赁期限为十年，协议到期后由乙方优先续租。租赁费每3年一交。

3、土地如遇国家征用，征地费用归甲方所有，地上附属物赔偿归乙方所有。

4、协议解除：如需解除协议，双方应本着友好协商的原则妥善解决，如一方强制解除，则应按法律规定对被解除一方做出相应赔偿。

5、自土地交付之日起，本协议正式生效。协议正式生效后，地上所有桃树及其他植被任由乙方处置，甲方不得过问。如遇土地争议，甲方协助乙方解决。乙方有权对争议土地解除协议。

6、本协议一式两份，甲乙双方各执一份。

年 月 日预付押金 元。

甲方(签字)：

乙方(签字)：

年 月 日