Prime Bank Limited
a bank with a difference
December 27, 2018
Prime/HO/CAD/CNIB/20 I 8/8 1 20
Murata Machinery Bangladesh Limited
Paradise tower, 5th Floor, Plot# I l,
Secto#3, Uttara, Dhaka, Bangladesh
Attention: Mr. Futoshi Miyamoto, Managing Director
Sanction Advice Letter
LC(Sight) limit of BDT 5 million to import spare parts of Spinning & Textile Machinery in form of:
Fi
Nature of the
Facility Amount Pricing Expiry Purpose
LC (Sight) limit
@ 100% cash margin 5.00 Com:
0.25%o p.q 01 year To import spare parts of Spinning &
Textile Machinery
0.00
Non Funded s.00
Total s.00
Dear Sir,
In response to your approach on the captioned subject, we would like to inform you that the competent
authority of the Bank has approved the credit facility as mentioned above, Account(s): Murata Machinery
Bangladesh Limited, under the following terms and conditions:
01. Details of the a proved facilifv:
Nature of the Facilitv
L/C (Sight) Amount BDT 5,000,000.00
Margin 100% in cash or FDR
Commission 0.2s% p.q.
Purpose To import spare parts of Spinning & Textile Machinery
Expiry 0l year; Every I./C shall have specific validity as per terms oflndent/Pl
Mode of retirement By cash from own source ofthe company.
Collateral/ Securitv a. L/C related shipping documents
b. Other as detailed below.
02. Securitv and docu mentation for the facilitv
a. Board Resolution from Murata Machinery Bangladesh Limited to avail the credit facility from Prime
Bank Limited.
b. Demand Promissory Note and Letter of Continuity for BDT 5,000,000.00 each from Murata Machinery
Bangladesh Limited
Uuratr Mrchincry BanE hdesh Lto Page 1 of_$
A!
anaglng Director
Head Office: Adamjee Court Annexe Building-2, 119-'120 N,4otijheel Com. Area, Dhaka-1000, Bangladesh. PABX: 9567265,9570747-8
Fax No: 880-2-9567230, 9560977, e-mail : info@primebank.com.bd, SWIFT: PRBLBDDH, Website: www.primebank.com.bd
Strictlv Privale and Confidential
in Million BDT
LC (Sight)-Limit
(
Funded
8,
c. Letter of Disbursement for BDT 5,000,000.00 from Murata Machinery Bangladesh Limited
d. Lener of Agreement/Arrangement for BDT 5,000,000.00 from Murata Machinery Bangladesh Limited
e. Letter of Revival for BDT 5,000,000.00 from Murata Machinery Bangladesh Limited
f. Letter of Authority from Murata Machinery Bangladesh Limited
03. s ecial Condition
a. Clean and updated (Not older than 60 days from the date ofapproval by the competent authority) CIB
Report must be obtained.
b. A declaration to be given by you to the effect that no Director/Sponsor of Prime Bank Ltd. 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 concem.
c. An undertaking to be provided by you to the effect that you have no liability(s) with any other Bank or
in the name ofyour sister/allied concerns except as declared in the credit application fom.
d. An undertaking to be provided by you to the effect that you will utilize the loan amount for the approved
purpose only.
e. Credit Rating of the fim/company by Extemal Credit Assessment Institutions (ECAls) to be provided
to the Bank.
04. T and Conditions fo
a. Credit Report on the supplier shall be submitted before opening the L/C.
b. Pre-shipment inspection to be made by the "agency" approved by the Government of Bangladesh (if
applicable).
c. 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 ofthe Bank, lmporl Policy, Guidelines
for Foreign Exchange Transactions of Bangladesh Bank & Golt. Circulars/policy guidelines of the
Govemment.
d. Before opening the L/C, lnsurance Policy must be obtained covering goods/items to be impofied in tenns
ofUCPDC.
e. Additional fund, if any arises at the time of lodgment /making payment against shipping documents
under the L/C due to fluctuation ofexchange rate must be borne by you and to this effect an undertaking
to be submitted by you before opening the L/C along with other documents.
f. For opening ofL/C, Dutyi VAT and other costs shall be borne by you from your own sources
05. Covenants & Conditions:
Facilities to you are sanctioned on the understanding that you will at all times observe and maintain
the following covenants and conditions:
a. You must not invest by way of share capital in, or lend, advance funds to, place deposits with or
undertaken guarantee obligations on behalfofany other concern. Normal trade credit or security deposits
in the usual course ofbusiness, or advances to employees, are not covered by this covenant.
b. You must not enter into borrowing arrangements ofany sorl with any other Bank, Financial Institution,
company or otherwise without prior written consent from Prime Bank Limited
c. Withdrawal ofprofit (dividend) cannot exceed total net profit ofthat year.
d. You should keep the bank informed about the happening ofany event such as labour problems, power
cut, litigation, govemment actions etc. or such events that are likely to adversely affect the financial
health of your concern or its subsidiaries, ifany.
Uurata H Paqe 2 of 5
Head Office: Adamjee Court Annexe Building-2, 119-120 [4otrheel Com. Area, Dhaka-1000, Bangladesh. PABX: 9567265,9570747 -g
Fax No: 880-2-9567230, 9560977, e-mail : info@primebank.com.bd, SWIFt PRBLBDDH, Website: www.primebank.com.bd
fl{ achioery Ba!9hd€sh Ltd
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Prime Bank Limited
a bank with a difference
Prime Bank Limited
a bank with a difference
llurata Machinrry Ban ladcsh Ltd'
4 lrnaging Direc'tor
Pase 3 of 5
Head Office: Adamjee CourtAnnexe Building-2, 119-120 Motijheel Com. Area, Dhaka-1000, Bangladesh. PABX: 9567265,9570747-B
Fax No: 880-2-9567230, 9560977, e-mail : info@primebank.com.bd, SWIFTT PRBLBDDH, Website: www.primebank.com.bd
e. You will not make any amendmenvalteration in the M/A & A/A including change of
Directors/Shareholding ofthe company without prior approval ofthe Bank'
f. Resignation of any Director from the company's Board of Director or Transfer/sale of his/her shares
shall not be effective without prior approval of the Bank. Consequently, any Personal Guarantee
executed by such Directors(s) shall not be released.
g. you will maintain books ofaccounts properly which may be inspected by the o{ficer ofthe Bank as and
when required.
h. Facility iricing and terms and conditions will be adjusted due to any adverse market condition at the
Bank's sole discretion.
i. In case of non-submission of any data requested by the Bank. the Bank reserves the right to recall
advances/credit faci lities.
j. You shall conduct your business and operations / activities with due diligence in line with Environmental
& Social Risk Management System.
k. you shall comply with all environmental, Iabor and other social rules, regulations, guidelines and laws
ofBangladesh.
t. You shall undertake to ensure that it diligently designs, constructs, operates, maintains and monitors all
of its plants, sites and equipment in a safe, eflicient and business-like manner and shall at all times
comply with relevant National laws.
m. You shall promptly notify the Bank ofany serious events concerning the environment or occupational
health and safety or social issues.
n. You shall comply with all action items agreed in the Environmental and Social Action Plan (ifany 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,
A default at any point of time by you in respect of any one or more of the above covenants, conditions or
facility terms will make all Bank facilities payable immediately
06' 9grdlUeqreseg4
The Bank shall not be obliged to make the facilities or any part available until it has received the following:
a. Relevant director's undertaking for obtaining satisfactory CIB report from Bangladesh Bank, and the
receipt ofa clean CIB report by the Bank.
b. The latest copy ofthe Memorandum and Articles ofAssociation,
c. The copy ofiist Annual retum (Schedule Particulars of Directors (Form XII), duly cefiified to be atrue
copy by the Joint Stock Company & Firms or such relevant authodty (as the case may be);
a. Evidence ofapproval by the Board ofDirectors ofthe company for the following:
i. For borowing ofLoan;
ii. For the execution ofthe Loan and Security Documents; and
iii. For authorizing such person(s) to execute the Loan and Security Documents'
e. Execution and perfection ofall security documents.
07. Eye4ts-9t!e&d!
The facility(s) extended to you will be treated as "Defaulted", If:
u. you fiii io pay any sum due from it hereunder on the due date or on demand, if so payable.
b. you fail to obr"ru" or perform any ofyour other obligations under this Sanction Advice or under any
undertaking or arrangement executed by and between you and the Bank and the same are not remedied
within twenty-one days to the satisfaction ofthe Bank from the date you become aware ofthe same.
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8, Prime Bank Limited
a bank with a difference
c. Any representation, warranty or statement which is made (or deemed to have been made) by you in this
letter or in connection with this letter proves to be incorrect in any material respects;
d. Any provision ofthis letter is or becomes for any reason, invalid or unenforceable or any col]sent or
approval required by you for the performance of its obligations hereunder is revoked or modified.
e. You transfer or dispose of, or threaten to ffansfer or dispose of, a substantial patl of your business or
ASSETS;
f. Any petition or application is made for the appointment of a trustee, administrator, receiver or similar
officer in respect ofall or any part ofyour business or ofyour assets.
g. You are (or could be deemed by law or court to be) insolvent or unable to pay your debts or make a
general assignment or composition with or for the benefit ofthe relevant creditors or convene a meeting
of your creditors or propose or make any arrangement or composition with or any assignment for the
benefit ofyour creditors or a petition is presented or a meeting is convened for the purpose ofconsidering
a resolution or other steps are taken for the winding up ofyour business.
h. There is a material, adverse change in your financial position;
i. You fail to pay when due any principal or interest on any ofyour indebtedness or a default occurs under
any agreement or instrument evidencing or under which you have outstanding at the time, or any
guarantee or similar obligation is not discharged at matu ty or when called or is declared to be or is
capable ofbeing cancelled or terminated before its stated expiry date.
08. Disclosure of Financial Data:
Submission ofyour Financial Statement (Audited /Management Prepared) should be made upon completion
ofeach yearly/interim audit within l5 days from the date of completion and in any case within 90 days of
the financial year end.
The Bank reserves the right to demand submission of in-house figures in addition to or in the absence ofthe
above and may seek additional explanation on any data on the above that may appear to be ambiguous or
requiring clarification directly from the source. The auditor has to be appointed as per the provisions ofthe
Companies Act 1994. You must notiry the bank ofthe decision ofchanging auditors, ifany.
Ba ngladcsh Ltd, Pase 4 of 5
( Managing oirector
Head Office: Adamjee CourtAnnexe Building-2, 119-120 Motijheel Com. Area, Dhaka-l000, Bangladesh. PABX: 9567265, 9570747-8
Fax No: 880-2-9567230,9560977, e-mail : info@primebank.com.bd, SWIFT: PRBLBDDH, Website: www.primebank.com.bd
09. Other terms and conditions:
a. Utilization ofcredit Facilities will only be after fuil satisfaction ofthe Bank's official/RM & completion
ofdocumentation and all other formalities as per terms ofsanction.
b. The sanctioned limit shall be treated as cancelled ifyou fail to give acceptance ofsanction terms within
30 days and fail to avail the loan/investment within 90 days from the date of sanction.
c. The Bank reserves the right to cancel or call back the sanctioned limit or alter, amend the terms &
conditions of this sanction letter wholly or pa(ly at its discretion without assigning any reason
whatsoever.
d. Excess drawing over the sanctioned limit is strictly prohibited.
e. Any legal fees and other costs including cost of inspection/insurance premium to be incurred by Prime
Bank Limited in connection with the facility shall be on your account. Bank shall have the right to debit
your SB/CD/Loan A/C at its absolute discretion in case ofneed.
$/ Muata Machinery
8. Prime Bank Limited
a bank with a difference
f. Prime Bank Limited shall legally be able to inspect the Godown/Store/Business premises/factories/
collateral securities. You shall keep the Godown/Store/Business premises/collateral securities/ facrories
open and available for visit/ inspection by authorized representatives of the Bank/ internal auditors/
external auditors on periodic basis or as and when required & extend all possible co-operations to the
representatives/ internal auditors/ external auditors without any prejudice.
g. The credit tumover ofthe CD/respective loan account must be ensured satisfactorily.
h. Loan shall be disbursed subject to the compliance ofall the terms and conditions ofour Bank's Credit
Policy, Credit Operational Manual and the Credit Division Circulars, rules contained in Guidelines for
Foreign Exchange Transactions, ID Circulars including import policy of the Government and
Bangladesh Bank Circulars which are issued /to be issued from time to time.
i. All the securities and collateral securities mentioned against the facility may be used to set off any of
your liabilities with Prime Bank Limited at iti discretion.
10. Governing Law:
This sanction advice/contract/agreement shall be govemed by and construed in accordance with the lau s in
Bangladesh.
11. Documents and securities to be obtained:
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 us.
You are also hereby requested to put your signature on the Sanction Advice Letter as a token of your
acceptance ofall the terms and conditions mentioned above against the facilities and retum the same to us.
Yours faithfully,
-/..>
(tu Moham'mad Badrul Anam
SAVP & Team Head
Credit Administration Division
d8
Md. Bin Idrish
SVP & Team Head
Corporate & Institutional Banking
For and on beh alf of Murata Machinen B ladesh Limited
AUTEORIZED SIGNATORY
Date:
Murata Machinery Bangladesh Ltd.
Paqe 5 of 5
4 [,6naging Olreaor
Thanking you.
Head Office: Adamjee CourlAnnexe Building-2, 119-120 fiIotijheel Com. Area, Dhaka-'l000, Bangladesh. PABXr 9567265, 9570747-8
Fax No:880-2-9567230,9560977, e-mail : info@primebank.com.bd, SWIFT: PRBLBDDH, Website: www.primebank.com.bd