PF-152
DEMAND PROMISSORY NOTE
Date
Taka: 5,000,000.00
IiWe promise to pay on demand to Prime Bank Limited or order, the sum of Tk.
5,000,000.00 (BDT Five Million) only for value received with interest thereon at the rate
of _o/o per annum with
llurata Hachinery Bangladesh Ltd.
M 0irector
AUTHORIZED SIGNATORY
rests
PF-162
LETTER OF CONTINUITY Date:
Prime Bank Limited
Head Office, Dhaka.
Dear Sir(s),
IiWe enclose herewith a Demand Promissory Note for Tk. 5,000,000.00 (BDT Five
Million) only signed by me/us which is given to you as security for the repayment of any
loan liability/overdrafticash credit which is at present outstanding in my/our name(s) or in
the name of either of us and also for the repayment of any loan liability/overdraft/cash
credit to the extent of Tk. 5,000,000.00 (BDT Five Million) only which I/We or either of
us may avail of hereafter and the said Promissory Note is to be a security to you for the
repayment of the ultimate balance amount remaining unpaid in the loan/overdraft/cash
credit account and I/We amlare to remain liable on the said Promissory Note
notwithstanding the fact that by payments made into the said loan/overdraft/cash credit
account from time to time and the said loan/overdraftlcash credit account may from time
to time be reduced or extinguished or even that the balance in the said account may be at
credit.
Although the said loan /overdraft / cash credit account is in the name of
and will be operated upon only by the said
,f"*.r"rd- all of us shall be liable jointly and severally as
Yours faithfully,
llutata desh Ltd
AUTHORIZED SIGNATORY
PF-171
LETTER OF REVIVAL Date:
Prime Bank Limited
Head Office, Dhaka.
Dear Sir,
This letter refers to and is an integral parl of the loan documentation executed by us including the
Promissory Note(s) dated for Tk. 5,000,000.00 (BDT Five Million) only in
your favour. We hereby acknowledge and confinn for the purpose of section 19 of the limitation
Act. IX of 1908 and /of any amendment thereto and any like limitation law, in order to preclude
any question of limitation law, that we are liable to you for payment of the Promissory Note(s)
together with interest thereon, and such loan documentation including the Promissory Note(s)
and relative securities and obligations there against shall remain in force.
If this letter is signed by and for one individual the terms "we" "our" "Lls" etc. shall be read
throughout applicable as "I" 'my" "me" etc. as the case may be. If this letter is signed or
otherwise executed by or on behalf of one party, the obligations and liabilities of such parties
shall be deemed to be joint and several unless explicitly stated to the contrary.
In the case of principal or ourselves being a Firm or Company or Corporation, our obligations
hereunder shall be binding on their successors or assigns and shall continue notwithstanding any
change in constitution of the Firm or Company or Corporation and where we ourselves are a
Firm shall bind the members from time to time of our Firm jointly and severally and
notwithstanding that the Firm may be reduced to consist of a single person.
Yours faithfully,
Uutata Hachin ery BangladeshLld
trr /Managing Director
AUTHORIZED SIGNATORY
PF-158
LETTER OF AGREEMENT / ARRANGEMENT
Date
Prime Bank Limited
Head Office, Dhaka.
Re: Composite credit facilities granted by you in my/our favour for Tk.
5,000,000.00/- (BDT Five Million) only.
Dear Sir,
With reference to the above limit granted in favour of Murata Machinery Bangladesh
Limited for which I/We have on this day executed Promissory Note and other necessary
documents. I/We hereby acknowledge your right to cancel the facility at any time with or
without intimation to us.
In the event of the facility being cancelled by you, I/We undertake to pay you all dues
together with all other charges due from me/us immediately on demand.
Yours faithfully,
tilutata Machinery Bangladesh Ltd'
AUTHORIZED SIGNATORY
PF-159
LETTER OF DISBURSEMENT
Date
Prime Bank Limited
Head Office, Dhaka.
Re: Comoosite credit for Tk. s.000.000.00/-
Dear Sir,
With reference to the above demand loan availed of by me/us today in respect of which
VWe have on this day signed a Demand Promissory Note for Tk. 5,000,000.00 (BDT
Five Million) only. Please disburse the amount of the loan by crediting the same
to
Yours faithfully,
Murata MachinerY Banglaoesn tto
AUTHORIZED SIGNATORY
mrireoro,
PF-169
LETTER OF UTHORITY
Date
Prime Bank Limited
Head Office, Dhaka.
Sub Letter of Authority to debit my/our CD/SB/ SND Account
No..........
,..maintained with you.
Dear Sir,
I/We do hereby irrevocably authorize you to debit mylour above Current/Savings/SND Account
maintained with you Io realize LIC margin/other charges (if any)/interest in full or parlial
payable by me/us in respect of credits / advances/ loans granted in my/our favour.
Yours faithfully,
l,lurata Machinery Bangladesh Ltd'
*K-rDirector
AUTHORIZED SIGNATORY
PF-156
LETTER OF FOR ADVANCE AGA FD SCTIEMES
Prime Bank Limited
Head Offrce, Dhaka.
Dear Sir/Madam,
I/We enclose FDR bearing no. ....
dated for Tk
Date:--
(Taka-*-*--
only favoring ourselves Son of/Daughter
oflWife of address discharged. I/We hereby confirm that
this is being handed over to you by way of security against loan and/or overdraft which you have
granted or which you may from time to time srant
to
You may, at any time before or after the maturity of the deposit, credit the amount of this receipt
or renewals thereof together with interest, if any accrued thereon, to the aforesaid loan/overdraft
account in adjustment of the same without reference to us. In the event of our failure to give you
instruction regarding the renewal of the receipt, you will continue to hold the same as security,
against your advance. Reduction and full or part adjustment of the loan/overdraft, amount hereby
secured, in the normal course of business or as a result of day to day operation will not discharge
or invalidate your lien on the receipt or renewals thereof in respect of advances made after such
reduction or adjustment and the security hereinafter described will continue notwithstanding the
existence of a credit balance on the said account at any time or any partial payment or any
fluctuations of account.
llwata Machinery Bangladesh Ltd'
../
AUTHORIZED SIGNATORY
(Company stamp/seal require)
)
PF-157
LETTER OF LIEN AND AUTHORITY FOR ADVANCES TO 3'd PARTIES AGAINST FIXED
DEPOSITS ICALL DEPOSITS/SPECIAL DEPOSITS OR MARGIN DEPOSITS
Prime Bank Limited
Head Office
Place :
Date :
In consideration of your granting at my/our request a loan/overdraft/cash credit limit of
Tk. .. (Taka J only to
(hereinafter referred to as the Principal
Borrower). VWe jointly and severally guarantee to you repalment of the said loan/overdraft/cash credit
with all interest due thereon and all costs charges and expenses for recovery thereof.
By way of security I amlwe are hereby giving to you a lien and/or right of set off against the balance in
my/our account mentioned at the foot hereof (hereinafter referred to as the said account). VWe hereby
undertake not to withdraw or call back the deposit in the said account until the loan/overdraft/cash credit
account of the Principal Borrower(s) is fully adjusted with interest accrued thereon.
If at any time you wish to call back the loan/overdraft/cash credit allowed to the Principal Borrower(s),
you shall be at liberty to do so and if the Principal Borrower(s) fails to repay the loan/overdraft/cash credit
with interest accrued thereon or any Part thereof. VWe hereby authorize you to appropriate from the said
account any amount that may be necessary to get adjusted the loan/overdraft/cash credit account of the
Principal Borrower(s) with all interest accrued due thereon without any reference to me/us.
VWe confirm that your rights hereunder shall not be prejudiced by any time or indulgence allowed by you
to the Principal Borrower(s) or by his/her/their release from liability by operation of law or otherwise or
by releasing any security otherwise held by you against the loarVoverdraft/cash credit account of the
Principal Borrower(s) from him/them or any other person or persons or by reason of any change in the
constitution of the Principal Borrower(s) or your Bank.
My/our liabilities hereunder shall be as that of Principal debtor(s).
VWe fuither undertake to sign and deliver to you any other document or documents that you may from
time to time or at any time require from me/us for better effectuating your rights hereunder.
Yours faithfully,
,/
AUTHORZED SIGNATORY
Murata MachinerY Bangladesh Ltd
No. of account Nature of
account
Person(s) in whose names
the account stands
Balance in
account
Remarks
Managing Director
PARTICULARS OF ACCOUNT UNDER LIEN AND AUTHORITY TO SET OFF
Date:
The Head of Branch
Prime Bank Limited
Sub: Authoritv for encashment of liened Fixed Deposit Receipts (FDRs) kept as margin.
Dear Sir,
I the undersigned do hereby irrevocably authorize you for encashment of following Fixed Deposit Receipts
(FDRs) in case of failure to fulfill commitmenV adjust liability/liabilities of ..... ,...... for which I have
offered the same as collateral/security against the credit facilities sanctioned or to be sanctioned from time to
time by Prime Bank Limited for coverage of the risk:
Particulars of FDRs: Figures in BDT Million
sr# Type lssuing Bank FDR Number New FDR Number Face Value Beneficiary/Owners
1
2
3
4
6
7
Total
Yours faithfully,
Muata MachinerY Bangtaoesr' lto
Jff
ffictot
In the presence of:
1.
LETTER OF UNDERTAKING. DECLARATION
THIS LETTER OF UNDERTAKING, DECLARATION IS EXECUTED ON THIS THE
-
DAY OF
EXECUTED BY:
2O2O OF THE CHRISTIAN ERA.
Murata Machinery Bangladesh Limited, a private company limited by share incorporated under and governed by the Companies Act, 1994 having its
address at Paradise tower,5th Floor, Plot#1 1, Sector#3, Uttara, Dhaka, Bangladesh represented by lVr. Futoshi Miyamoto, Managing Director,
hereinafter refened to as the 'BORROWER' (which expression shall where the context so admits, mean and include its representatives, executors,
administrators, successors-in-interest and assignees);
IN FAVOUR OF:
PRIME BANK LIMITED, a scheduled bank incorporated in Bangladesh under the Companies Act, 1994 and governed by the Bank Companies Act,
1991 and carrying out its banking business having its Head Office at Adamjee Court Annex Building- 2,119-120 Motijheel C/A, Dhaka-1000 hereinafter
referred to as 'BANK' (which expression shall, unless excluded by or repugnant to the context mean and included its successors-in-interest, legal-
representatives, administrators and assignees),
WHEREAS the Borrower being in need of financial assistance requested the BANK for approval of the credit facilities and pursuant to such request the
BANK has granted credit facility for an amount of BDT 5,000,000.00 (BDT One Billion Four Hundred Eighty ltllillion) (hereinafter referred to as the'Credit
Facilities') in favour of the BORROWER on the terms and conditions set forth in the Sanction Letters No. Prime/HO/CAD/CNIB/2020/341 dated
February 11,2020 (hereinafter referred to as the'SANCTION LETTER') which has been duly signed and accepted by the BORROWER;
WHEREAS the execution and delivery of this LETTER 0F UNDERTAKING, INDEMNITY AND DECLARATION is one of the conditions precedents of
the BANK's for granting and/or disbursement of the said credit facilities to the BORROWER; and
WHEREAS in consideration of the above credit facilities the BORROWER agreed to comply with all the terms and conditions set forth in the SANCTI0N
LETTER,
NOW IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE 'SANCTION LETTER' THE 'BORROWER' HEREBY AFFIRMS,
ACKNOWLEDGES, ACCEPTS, UNDERTAKES, INDEMNIFIES AND DECLARES AS FOLLOWS:
1 That the BORROWER hereby affirms, acknowledges and accepts that it has been sanctioned /approved the credit facilities for an amount of BDT
5,000,000.00 (BDT One Billion Four Hundred Eighty lVillion) for meeting various purposes as required by the BORROWER from time to time vide
Sanction Letter being no. Prime/HO/CAD/CNI8/2020/341 dated February 11,2020
2 That the BORROWER hereby declares that any Membe(s)/Legal Representative(s) of the BORROWER are neither Directo(s) nor Sponso(s) of
Prime Bank Limited and no Director/Sponsor of the Prime Bank Limited or any of their family Membe(s)/Dependent(s) has got any direct or
indirect interest in its business and/or in the business of its sister/allied concern,
3. That the BORROWER hereby further undertakes and covenants that it will not issue any Corporate Guarantee to any other institutions or party
during continuance of the loan/credit facilities without written consentiapproval of the BANK.
4. That the BORROWER hereby further undertakes that it will not decrease or otherwise change the value or status of the securities which have
been given to Prime Bank Limited as security.
5, That the BORROWER hereby further declares that it has no liability or overdue/ classified liabilities with any other Bank(s) or Financial
lnstitution(s) excepting as declared in the Ioan application.
6. That the BORROWER hereby undertakes that it will utilize the loan amount for the approved purpose only,
7, That the BORROWER hereby undertakes that it will not make any amendment/alteration in the lt/emorandum & Articles of Association including
change of its Directors/Shareholding position without prior approval of the BANK,
8. That in the event of change of M&AoA/Directorship and/or transfer of share prior written approval from the Bank must be obtained by the
BORROWER othenrvise the same shall not take effect,
9, That the BORROWER hereby undertakes that it will provide the BANK with updated & renewed Trade License, TIN Ceilficate, and other
documents required by the BANK from time to time.
10. That the BORROWER hereby further undertakes that it will provide the BANK any and /or other additional security Documents/documentation
formalities as may be acceptable to the cover of any deficiency of the said loan/credit facilities.
11. That the BORROWER hereby undertakes that it will bear all expenses and legal fees incurred in preparation and execution of security
documentation under the loan/credit facilities including legal charges.
12. That the BORROWER hereby also undertakes that it will not withdraw profit exceeding total net profit of the respective year,
'13. That the BORROWER hereby undertakes that lt will keep the bank informed about the happening of any event such as labour problems, power
cut, litigation, government actions etc. of such events that are likely to adversely affect the financial health of the company or its subsidiaries if any.
14 That the BORROWER hereby acknowledges and accepts that the BANK reserves the right to review pricing against the facilities from time to time,
15 That the BORROWER hereby also acknowledges and accepts that the BANK will have the right to Set-Off any outstanding in one account against
any other account or any other allied account whether in debit or credit,
16 That the BORROWER hereby undertakes that it will comply with all terms and conditions imposed from time to time by the BANK
17 That the BORROWER hereby authorizes the Bank to act & take necessary steps to ensure the course of the Sanction Letter,
18 That the BORROWER hereby acknowledges and accepts that if it fails to pay the loan within the ualidily 2o/o penal interest shall be charged per
annum on the overdue amount,
19 That the BORROWER hereby further authorizes the BANK to debit the account as may be warranted from time to time.
20, That the BORROWER hereby also acknowledges and accepts that the BANK reserves the right to alter/amend/cancel any of the aforesaid
clause/terms and call back the entire or part of the loan/credit facilities at any time without assigning any reason,
21, That the BORROWER hereby confirms and certifies that all the information supplied by it to the BANK in connection with this LETTER 0F
UNDERTAKING, DECLARATI0N to be correct and true to the best of its knowledge and if any information of representation made by it to be
incorrect or false then it shall be liable both under civil and criminal law,
22. That the BORROWER hereby also acknowledges and accepts that in the event of violation or any other breach, either express 0r implied of either
the terms and conditions of the said Sanction Letter and/or the LETTER 0F UNDERTAKING, DECLARATION, the BANK may terminate the loan
thenceforth and may call-back the loan and the BORROWER shall be liable to pay the entire loan including up to date interests on demand
immediately without any cavil or argument from it.
23. That the obligations and responsibilities under these presents shall also bind on the successors and /or assignees, legal representatives and
administrators of the BORROWER
24. That this LETTER 0F UNDERTAKING, DECLARATION shall be interpreted ln accordance with the laws of Bangladesh and shall be enforceable
by the courts of Bangladesh.
25. That this LETTER 0F UNDERTAKING, DECLARATI0N is also valid for any subsequent renewal, enhancement and/or fresh sanction in favour of
the BORROWER.
IN WITNESS WHEREOF, THE BORROWER HAS SIGNED THIS LETTER OF UNDERTAKING, DECLARATION IN FAVOUR OF THE BANK ON
THE DAY, MONTH AND YEAR FIRST MENTIONED ABOVE.
For and on behalf of
MURATA MACHINERY
V
ITED
AUT SIGNATORY