LOAN AGREEMENT
This Agreement is made and entered into on this 1stApril 2024, at Sonpara panchrukhi Via Rupganj Araihazar, Narayanganj in Bangladesh.
BY AND BETWEEN
NICCA CHEMICAL CO.,LTD. a listed Company duly incorporated under the laws of Japan, having its registered office at 4-23-1 Bunkyo, Fukui City, Fukui Prefecture (hereinafter referred to as "NCA") of the ONE PART
AND
NICCA BANGLADESH CO., LTD. a Company duly incorporated under the Laws of Bangladesh and having its registered office at Lot No. C6, Bangladesh Special Economic Zone (BSEZ), Sonpara, Panchrukhi Via Rupganj Arahazar, Narayanganj-1460 Bangladesh (hereinafter referred to as “NBD" ) of the OTHER PART
NCA and NBD are hereinafter individually referred to as "Party" and collectively referred to as "Parties".
WHEREAS NCA has granted the Loan Limit of United States Dollars FIVE MILLION (USD 5,000,000.00) to fund the Capital expenditure and Working Capital of NBD. Each Loan is to be disbursed in accordance with Appendix-Drawn Notice.
AND WHEREAS the said working capital loan has been disbursed within the Loan Limit, from time to time, but the disburse period is from 1st July 2024 until 31st December 2025.
AND WHEREAS the Loan maturity date is 31st December 2030.
AND WHEREAS the parties wish to set the way the Loan is required to be repaid as follows.
REPAYMENT PLAN
NBD shall make the repayments to NCA. After the disburse period i.e. from 1 July 2024 to 31st December 2025, total Loan amount is conformed, and then, NBD shall pay the repayment amount on the 30 of June and 31st of December of each year until which is the amount; the total Loan amount being divided by 10. If it is non-business day, the following business day is applicable.
PREPAYMENT
Notwithstanding Article 1 as above, NCA can prepay part/all the remaining Loan amount. In that case, after prepayment, the new repayment amount is calculated by the amount being divided by the number remaining 30th June and 31st December until
DEFAULT BY NBD
NCA shall be entitled to take action, against NBD, if NBD is in breach of any of the provisions of this Agreement and fails to rectify such breach within Thirty (30) days of receiving written notice of same, without prejudice and subject to the rights, claims and liabilities already in existence and created at such time of breach.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the Laws of Bangladesh.
Any dispute, controversy or claim arising out or in connection with this Agreement, or the breach, termination or invalidity thereof shall be settled by arbitration. The arbitral tribunal shall be composed of a sole arbitrator. The place of arbitration shall be Singapore. The language to be used in the arbitral proceedings shall be English.
FORCE MAJEURE
If at any time during the continuance of this Agreement, the performance in whole or in part by either Party or any obligation under this Agreement shall be prevented or delayed by reason of governmental decision, war whether declared or not, hostilities, act of the public enemy, civil commotion sabotage, fire, typhoons, flood or any natural disasters, explosion, epidemics quarantine restrictions, disturbance in supplies from normally reliable sources (including but not limited to electricity, water, fuel) strike and lockout or any other event beyond the reasonable control of the Party concerned (hereinafter referred to as the "Eventuality"), then notice of such Eventuality shall be given by the affected Party to the other within Two (02) working days from the date of occurrence thereof and performance of this Agreement shall be resumed as soon as possible after such Eventuality has come to an end or ceased to exist, provided that if the performance in whole or in part of any obligation under this Agreement is delayed by reason of any such Eventuality for a period exceeding Three (3) months, the Parties shall review in good faith the desirability and conditions of terminating this Agreement,
MODIFICATION
No modification, amendment or other change may be made to the Agreement or any part thereof unless reduced to writing and executed by authorized representatives of both parties.
INTEREST
All loan proceeds to be charged at the rate as per the below. Interest on the loan is payable half-yearly i.e. 30st June and 31st December. If it is non-business day, the following business is applicable.
***%(fixed rate)
ASSIGNMENT
The parties shall not assign all or any part of this Agreement to any other party without prior written approval of the other.
SEVERABILITY
If any one or more of the covenants, provisions or terms of this Agreement shall, for any reason whatsoever, be held invalid, void or unenforceable, then such invalidity, nullity or unenforceability shall not affect the other covenants, provisions or terms of this Agreement.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the parties relating to the subject matter addressed herein and supersedes all prior communications, contracts, or Agreements between the parties with respect to the subject matter addressed in this Agreement, whether oral or written.
NOTICE
Any notice or other information required or authorized by this Agreement to be given by either Party to the other may be given by hand or sent (by registered post, facsimile transmission or comparable means of communication) to the other Party to the respective addresses herein mentioned, or to such other address written notice of which has been given.
NOW THEREFORE the parties hereto agree and have placed their respective hands to this and another of the same tenor.
Signed for and on behalf of NICCA CHEMICAL CO., LTD.
________________________________
Name: Yasumasa Emori
Designation
Signed for and on behalf of NICCA BANGLADESH CO., LTD.
________________________________
Name: Kotaro Takeuchi
Designation
Appendix-Drawdown Notice
In accordance with LOAN AGREEMENT by and between NICCA CHEMICAL CO.,LTD. (hereinafter referred to as “NCA”) and NICCABANGLADESH CO., LTD.(hereinafter referred to as NBD) on 1st April 2024, NBD request to make a drawdown of the Loan within the LOAN LIMIT as below.
Drawdown Date:
Drawdown Amount:
Maturity date: 31 December 2030
Interest rate: %(fixed rate)
Please note NCA shall remit money to NBD’s Bank Account with HSBC Bank.
Account Number: BD HSBC 007-037096-017
Signed for and on behalf of NICCA CHEMICAL CO., LTD.
________________________________
Name: Yasumasa Emori
Designation
Signed for and on behalf of NICCA BANGLADESH CO., LTD.
________________________________
Name: Kotaro Takeuchi
Designation