SANCTION ADVICE LETTER
For:
Murata Machinery Bangladesh Limited
Date: February LL,2020
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February 1.1.,2020
P rime / Ho / CADlC N I B/2020 / 341
Strictly Privote and Confidential
Murata Machinery Bangladesh Limited
Paradise tower, 5th Floor, Plot#11,
Sector#3, Uttara, Dhaka, Bangladesh
Attention: Mr. Futoshi Miyamoto, Managing Director
Sanction Advice Letter
Dear Sir,
We are pleased to write that Prime Bank Limited (the "Bank") is willing to consider making available
the following facility/facilities (Facilities) to Murata Machinery Bangladesh Limited (the "Borrower"),
subject to fulfillment of the following terms, conditions and security documentations as detailed
below:
A. Facility Summarv: (BDT in Million)
sl.
No
Type(s) of
Facility
Facility Limit(s)
Existing
Facility Limit(s) -
Revised/ New Borrower(s)
L. LC(sight) Limit s.00 s.00 Murata Machinery Bangladesh Limited
Total 5.00 5.00
B. Facility Details:
Note: Eonk moy continuing the above facility ond allow drawing after validity/expiry which is fully
Bonk's discretion.
C. Securitv/Collateral Details:
01. Board Resolution from Murata Machinery Bangladesh Limited to avail the credit facility from
Prime Bank Limited.
02. Demand Promissory Note and Letter of Continuity for BDT 5.OO Million each from Murata
Machinery Bangladesh Limited
03. Letter of Disbursement for BDT 5.00 Million from Murata Machinery Bangladesh Limited
04. Letter of Agreement/ Arrangement for BDT 5.00 Million from Murata Machinery Bangladesh
Limited
05. Letter of Revival for BDT 5.00 Million from Murata Machinery Bangladesh Limited
06. Letterof Authorityfrom Murata Machinery Bangladesh Limited
A& ( rurah-')w::_, Pasel.f4
Prime Bank Limited, Head Office-Adamjee CourtAnnex Building-2, 119-120, Motijheel, C/A, Dhaka-1000, Bangladesh.
PABX: 9567118570747-8, Fax: BB0-2-9567230,9560977, E-mail: info@primebank.com.bd, SWIFT: PRBLBDDH, Website: www.primebank.com.bd
Nature of the Facility LC (Sight)-Limit IRenewal]
L/C (Sight) Amount BDr 5,000,000.00 (BDT Five Mlllion only).
Margin 1,00% in cash or FDR [Margin will be provided at the time of opening LC]
Commission O.25% p.q
Pu rpose To import spare parts of Spinning & Textile Machinery
Expiry 27.!2.2020; Every L/C shall have specific validity as per terms of lndent/Pl
Mode of retirement From the kept margin or cash from own source of the company
Collateral/ Security a) L/C related shipping documents.
b) Others as detailed below.
A Prime Bank o. bank tt,ith a di.{'ftrence
D. SpecialConditions:
0L. Credit Rating of the firm/company by External Credit Assessment lnstitutions (ECAls) to be
provided to the Bank.
02. The Borrower shall not enter into borrowing arrangements of any sort with any other Bank,
Financial lnstitution, company or otherwise without prior written consent from Prime Bank
Limited.
E. Terms and Con ditions tor LIC
01. The Bank will ensure satisfactory Credit Report on the supplier before opening the Letter of Credit
(if applicable).
02. Pre-shipment inspection to be made by the "agency" approved by the Government of Bangladesh
(if applicable).
03. The Bank shall open the L/C after proper completion of documentation and other necessary
formalities as per sanction terms complying all the relevant rules & guidelines of the Bank, lmport
Policy, Guidelines for Foreign Exchange Transactions of Bangladesh Bank & Govt. Circular:s/policy
guidelines of the Government.
04. Before opening the L/C, lnsurance Policy must be obtained covering goods/items to be imported
complying all the relevant rules & guidelines from time to time.
05. Additional fund, if any arises at the time of lodgment /making payment against shipping
documents under the L/C due to fluctuation of exchange rate must be borne by the Borrower.
06. For opening of LlC, Duty/ VAT and other costs shall be borne by the Borrower from it'sown
sources.
F. General Condition:
01. ln accordance with the Bank's policy, the Facility(ies), if made available, are subject to the Bank's
periodic review, and continuation thereof is subject to the Bank's satisfaction as to the
circumstances deemed relevant by the Bank.
02. Prime Bank Limited reserves the right to change the interest rates and/or charges mentioned
regarding the above mentioned facility(ies) as guided by Bangladesh Bank from time to time,
including but not limited to the event where the Borrower utilizes the above facility(ies) in any
manner beyond the terms of this letter.
03. The rate of interest determined by Prime Bank Limited from time to time shall remain in full force,
even though the accoirnt(s) in the Borrower's name with the Bank are closed, become dormant
or are subject to litigation, until full settlement of all the Borrower's liabilities to the Bank.
04. The Bank may grant credit facility(ies) subject to its receipt of clean CIB report on the Borrower,
as instructed by Bangladesh Bank at all time during the availability or outstanding of Facility(ies),
the borrower's CIB status needs to be clean.
05. ln addition to the approved rate of interest on regular credit, Penal lntere sL @2.O0% p.a. will be
realized on the unpaid amount from the following day of the expiry date on which the said amount
was due to be paid, but not paid.
06. By accepting this offer ofthe Bank, the Borrower hereby confirm and undertake that they are not
enjoying any other available lines of credit facility(ies) from any lender, apart from those disclosed
in writing to the Bank.
llurah Machinery Banghdesh Lttl'
*( ( 0irector
Prime Bank Limited, Head Office-Adamjee CourtAnnex Building-2, 119-12A. N4otijheel, C/A, Dhaka-1000, Bangladesh.
PABX: 956710570747-8, Fax: 880-2-9567230, 9560977, E-mail: info@primebank.com bd, SWIFT: PRBLBDDH, Website: www.primebank.com.bd
Paee 2 of 4
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07. By accepting this offer of the Bank, the Borrower hereby confirm and undertake that no
Director/Sponsor of Prime Bank Limited or any of their family Members/Dependent has got any
direct or indirect interest in your business and/or in the business of your sister/allied concern.
08. The Limit/Facility(ies) may, without prior notice, be modified or canceled, in whole or in part, at
the Bank's sole discretion, whereupon all outstanding amounts owing under the Limit/Facility(ies)
shall become immediately due and payable, forthwith on demand.
09. The Borrower accepts and consents that, the Bank may at any time, without prior notice to the
Borrower, apply any credit balance (whether or not then due) to which the Borrower, apply legally
or beneficially entitled on any account(s) and any sum(s) held to the Borrowe/s order with the
Bank.
10. The Borrower shall indemnify the Bank against all legal and out-of-pocket costs and expenses
relating to the establishment of the Facility(ies) and the enforcement by the Bank of any of its
rights, whether or not as a result of any default by the Borrower of its obligations, under the
Facility(ies) or otherwise, and the same be paid by the Borrower forthwith on demand by the Bank.
11. The Borrower shall not change its ownership structure, including Board of Directors, Shareholding
or Memorandum of Association and/or Articles of Association without prior written consent of
the Bank as per the provision of Bank Company Act, 1991.
12. The Borrower declares that they shall keep the Bank informed about the happening of any event
and the information and data furnished and to be furnished to the Bank are and shall be true and
correct.
13. The Borrower accepts, confirms and consents for the disclosure and sharing of all or any
information and data relating to the Borrower, the Facility(ies), the Borrower account and the
Facility(ies) agreement(s) and documents by the Bank to any competent body required under law.
L4. The disbursement of the above offered credit facility(ies), if accepted by the Borrower, would at
all times and in any event be subject to and dependent on the availability with the Bank of loanable
funds.
15. The Borrower will continue to conduct their business in compliance with all legal and applicable
laws and shall not conduct any business that violates all present and future Anti-Corruption and
Anti-Money Laundering Laws of the land.
16. The bank is authorized to sell or assign or transfer all or any portion of the credit facilities disbursed
to a third party and also authorized to transfer or assign the security documents/
collateral's/Guarantee executed by the Borrower/Guarantor(s) in favor of the Bank, without the
permission of the Borrower.
17. The Borrower shall comply with all environmental, labor and other social rules, regulations,
guidelines and laws of Bangladesh and shall conduct business and operations / activities with due
diligence in line with Environmental & Social Risk Management System
18. The Borrower shall undertake to ensure that it diligently designs, constructs, operates, maintains
and monitors all of its plants, sites and equipment in a safe, efficient and business-like manner
and shall at all times comply with relevant National laws.
19. The Borrower shall promptly notify the Bank of any serious events concerning the environment or
occupational health and safety or social issues.
20. The Borrower shall comply with all action items agreed in the Environmental and Social Action
Plan (if any has been developed) to address any identified environmental and social non-
compliance(s) in his business operations. All action items should be completed within the
deadlines agreed between the Bank and the Borrower.
llurah llrchlnrry Bangladesh Ltd' '' " Pase 3 of 4
Prime Bank Limited, Head Office-Adamjee CourtAnnex Buildrng-2, 119-120,l,/otijheel, C/A, Dhaka-1000, Bangladesh.
PABX: 9567ID0570747-8. Fax.880-2-9567230,9560977, E-mail: info@primebank.com.bd, SWIFT: PRBLBDDH, Website: www.primebank.com.bd
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Prime Bank a b*nk with o tl,i.fference
21. This Letter shall be governed by and construed in accordance with the laws of Bangladesh. The
Borrower accepts irrevocably to submit to the jurisdiction of the courts of Bangladesh
G. Events of Default:
The facility(s) extended to the borrower will be treated as "Defaulted", if:
01. Any borrower fails to pay any sum due from it hereunder on the due date or on demand, if so
payable;
02. Any representation, warranty or statement which is made for deemed to have been made by the
Borrower in this sanction letter proves to be incorrect in any material respect or if repeated at any
time with reference to the fact and circumstances subsisting ate such time would not be accurate
in all material respect.
03. Any provision of this sanction letter is or becomes, for any reason, unenforceable;
04. The Borrower is (or could be deemed by law or court to be) insolvent or unable to pay its debts
and there is a material, adverse change in any borrower's financial positions;
05. Any petition or application is made for the appointment of administrator or similar officer in
respect of all or any part of borrowers' business or assets;
06. Any borrower becomes (or could be deemed by law or court to be) insolvent or unable to pay
debts or any step is taken by creditors for the winding up of borrower's business;
07. The Facility(ies) (thereby renewed/sanctioned/disbursed) is used for any purpose other than
those specified herein, it shall be treated as material breach and an event of default from
borrower's end;
08. Any breach of regulatory requirement and non-compliance of remedial action as set by the
concerned regulator(s)/court;
09. Any of the above General Covenants and Conditions is violated.
Required charge documents and all other security documents for the above credit facilities to be
executed by you or any other person duly authorized through Board Resolution and provided to the
Bank. You are also hereby requested to put your signature on the Sanction Advice Letter as your
acceptance of all the terms and conditions mentioned above against the facilities and return the same
to the Bank on or before 10.03.2020.
Yours faithfully,
For aad6h-behalf of the Prime Bonk Limited
(r A 1
Mohalnmad BadrulAnam
SAVP & Team Head
Credit Administration Division
Md. rif Bin I sh
SVP & Team Head
Corporate & lnstitutional Banking
i4
Agreed and Accepted
For and on behalf of the
Murata Machinery Bangladesh Limited
SIGNATORY
Dote
i,lunta llachinery Bangladesh Ltd'
Pase 4 of 4
Managing Elireclor
Prime Bank Limited, Head Office-Adamlee CourtAnnex Buildlng-2. 119-120,lVoti.1heel, C/A, Dhaka-1000, Bangladesh,
PABX: 9567L0570747-8, Fax: BB0-2-9567230,9560977, E-mail: info@primebank.com.bd, SWIFT: PRBLBDDH, Website: www.primebank.com.bd