The attached is a draft of the type of working capital facility document that National Australia Bank, Mumbai branch, might enter into with its

Transcription

1 The attached is a draft of the type of working capital facility document that National Australia Bank, Mumbai branch, might enter into with its customers. The draft is not meant to be, nor should it be construed as, setting out all the terms and conditions of a possible working capital facility. The risk profile of each customer is different and the actual terms and conditions to be included in any working capital facility document will depend on the circumstances. We reserve all rights to remove, expand, vary or include such terms as we or our advisers consider applicable or necessary in the circumstances.

2 CREDIT FACILITY LETTER [ON LETTERHEAD OF NATIONAL AUSTRALIA BANK LIMITED, [ ] Branch] Private & Confidential To: [Insert name of the corporate] [Insert address] [Attention: [Insert name]] Ref No. : [Date] CREDIT FACILITY LETTER Dear Sir/Madam, We, National Australia Bank Limited[ ] branch (the Bank), are pleased to offer you (the Customer) the [facility/facilities] set out in the table below under the heading Credit Facility and as further set out in detail under [Schedule [ ], [ ]] 1 (each a Credit Facility and together the Credit Facilities) for your credit and working capital purposes on the terms and subject to the conditions of this facility letter (the Credit Facility Letter), the current terms and conditions of the Bank enclosed with this Credit Facility Letter (the Standard Terms) and the terms of the Credit Facilities set out in the Schedules to this Facility Letter. The total amount offered to the Customer under all the Credit Facilities is INR [ ] (the Customer Limit). All amounts outstanding at any time under each Credit Facility are repayable immediately on demand by the Bank. The terms and conditions of each Credit Facility are subject to review by the Bank from time to time. The Bank is not obliged to renew any Credit Facility, and no further Utilisations may be made under a Facility that is not renewed. 1. CREDIT FACILITIES The Bank will not make any credit facility available to the Customer until the Bank has received all conditions precedent in form and substance satisfactory to the Bank. If you agree to the terms and conditions set out in this Credit Facility Letter and the Standard Terms, please sign, acknowledge and return to us the enclosed duplicate copy of this Credit Facility Letter and the Standard Terms. 1.1 Fund based facilities Credit Facility Facility Limit Facility Tenor and Termination Date Facility Commission [Bill Discounting Facility] INR [ ] [ ] Business Days. [ ] per cent. of the amount of any Utilisation. [Export Packing Credit INR [ ] [ ] months. [ ] per cent. of the amount 1 Please insert the relevant Schedule 1

3 Credit Facility Facility Limit Facility Tenor and Termination Date Facility] Facility Commission of any Utilisation. [Cash Credit Facility] [Term Loan Facility] INR [ ] [ ]/ months. [ ]per cent. of the amount of any Utilisation. INR [ ] [one] months. [ ]per cent. of the amount of any Utilisation. 1.2 Non-fund based Facilities Credit Facility Facility Limit Facility Tenor and Termination Date Facility Commission [LC Facility] INR [ ] [ ] months. [ ] per cent. of the amount of any Utilisation. [ Bank Guarantee Facility] INR [ ] [ ] months. [ ] per cent. of the amount of any Utilisation. 2. GUARANTORS The Customer must procure that [insert details of the guarantor] (each a Guarantor) provides the guarantee Guarantee (each a Guarantee) guaranteeing the punctual performance by the Customer of all the obligations of the Customer under the Finance Documents, in each case, in form and substance satisfactory to the Bank. 3. SECURITY PROVIDERS The Customer must procure that [insert details] (each a Security Provider) provides the Security for the obligations of the Customer under the Finance Documents by entering into each document [insert details] Security Document (each a Security Document), in each case, in form and substance satisfactory to the Bank: 4. FEES AND APPLICABLE RATE The Customer must pay to the Bank certain fees, ( Fee ) and applicable rate of [ ]% ( Applicable Rate ) in relation to [ ] facility on the date as indicated by the Bank. 5. GENERAL Bill Discounting Facility Option: Include where a bill and invoice discounting facility is offered. 2

4 Bill Discount Amount Single Issuer Limit [ ] per cent. of the face amount of any bill or cheque. [ ] per cent. of the Facility Limit. LC Facility Option: Include where a letter of credit facility is offered. LC Margin [ ] per cent. of the amount of any Letter of Credit. Bank Guarantee Facility Option: Include where a Bank Guarantee facility is offered. Bank Guarantee Margin [ ] per cent. of the amount of any Bank Guarantee. Export Packing Credit Facility Option: Include where a loan against import/trust receipt facility is offered. Export Packing Credit Facility Interest Period one month, or any shorter period which does not exceed the Facility Tenor. Export Packing Credit Facility [ ] per cent. of the amount of any Utilisation. Term Loan Facility Option: Include where a term loan facility is offered. Term Loan Facility Interest Period one month, or such shorter period which does not exceed the Facility Tenor. 6. INTEREST Interest on the aggregate amount of all outstanding Utilisation: (i) (ii) accrues and is calculated daily in arrears; and is capitalised and payable to the Bank promptly on demand by the Bank. If the Borrower fails to pay any amount payable by it hereunder on the due date thereof, the Borrower shall pay interest on such amount from such due date upto the date of actual payment of such amount, at a rate of [2% (One per cent)] per annum above the Applicable Rate. 7. FINANCIAL COVENANTS The Borrower shall ensure that for so long as any amount is outstanding it shall maintain following: [ ] 3

5 8. CREDIT FACILITY LETTER AND STANDARD TERMS Unless defined otherwise or the context otherwise requires: terms defined in the Standard Terms have the same meanings in this Credit Facility Letter; and the provisions of paragraph 2 (Interpretation) of schedule 1 (Definitions and Interpretation) of the Standard Terms apply to this Credit Facility Letter as though set out in full in this Credit Facility Letter except that references in the Standard Terms to these Standard Terms are construed as references to this Credit Facility Letter. 9. AMENDMENT, WAIVER, CANCELLATION AND TERMINATION The Bank may, at any time and at its sole discretion, amend, waive, cancel or terminate any Transaction Document in accordance with Clause 22 (Amendments and Waivers) of the Standard Terms. 10. COUNTERPARTS This Credit Facility Letter and each other Transaction Document may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of the Transaction Document. 11. GOVERNING LAW This Credit Facility Letter and each other Finance Document, and any non-contractual obligations arising out of or in connection with this Credit Facility Letter or any other Finance Document, are governed by and construed in accordance with the laws of India. The Security Documents shall be governed in accordance with the laws specified in such Security Documents, and in absence of anything specified therein, the laws of India. 4

6 SCHEDULE 1 PART A CONDITIONS PRECEDENT The Customer must deliver to the Bank, or procure the delivery to the Bank of, each of the following documents, duly executed by each of the parties to it: 1. Finance Documents The Credit Facility Letter. The Standard Terms. 2. Security Documents [Guarantee given by [insert name of Guarantor] in favour of the Bank.] [Security Documents to be listed] 3. Authorising Documents a certified copy of the constitutional documents of the [Borrower/Guarantor/Security Provider], including the memorandum and articles of association, certificate of incorporation, commencement of business certificate (in case of public company); a certified copy of a resolution of the board of directors of the [Borrower/Guarantor/Security Provider] approving the terms of the transactions contemplated and authorising specified persons to execute the [Credit Facility Letter] and transaction documents and do all acts in connection therewith; a specimen signature of each person authorised on behalf of the [Borrower/Guarantor/Security Provider] to enter into Transaction Document and other documents to which it is party authorised by the resolution referred to in paragraph above; (d) (e) (f) (g) a certified copy of a resolution of the shareholders of the Borrower passed in general meeting under and in accordance with Section 293 (1) (d) of the Companies Act, 1956 approving the current borrowing limit of the Borrower; [a certified copy of a resolution of the shareholders of the [Borrower/Security Provider] passed in general meeting under and in accordance with Section 293(1) of the Companies Act, 1956 approving the sale, lease or disposition of the whole or substantially the whole of the undertaking of the Security Provider; a certified copy of a resolution of the shareholders of the Guarantor, if applicable, passed in general meeting under and in accordance with Section 372A of the Companies Act, 1956 approving the guaranteeing limit of the Guarantor; a copy of a consent/ no objection by the [Borrower/Security Provider], if applicable, from the appropriate tax authority under Section 281 of Income-Tax 5

7 Act, 1961; (h) (i) (j) no objection certificates and/or letter ceding pari passu charge (as the case maybe), in a form acceptable to the Bank, from the lenders holding an Existing Encumbrance, for the creation of Security in favour of the Bank; a certificate of an Authorised Signatory of the [Borrower/Guarantor/Security Provider] confirming in a form and manner acceptable to the Bank inter alia confirming the [borrowing/guaranteeing, as applicable will not cause any limits to be exceeded]; a certified copy of the latest audited financial statements, unaudited financial statements and/or cash flow statements of the Borrower, in form and substance satisfactory to the Bank, in each case as required by the Bank (the Original Financial Statements). 4. Other (d) (e) (f) (g) (h) Duly stamped and executed Transaction Documents. Evidence, in form and substance satisfactory to the Bank, that the Customer has opened and will maintain one or more Bank Accounts on terms and conditions satisfactory to the Bank. Evidence that all fees and expenses then due and payable by the Customer under any Transaction Document have been or will be paid on or before the date of the first Utilisation under any Credit Facility. In relation only to any LC Facility and any Bank Guarantee Facility, evidence, in form and substance satisfactory to the Bank, that the Customer has opened and will maintain a Margin Account on terms and conditions satisfactory to the Bank. Details of any Existing Encumbrances. Confirmation of filing of Forms 8 with the Registrar of Companies by each Security Provider. All know your customer documents required by the Bank. Other conditions and/or documents PART B CONDITIONS SUBSEQUENT The [Customer/Guarantor/Security Provider] must deliver to the Bank, or procure the delivery to the Bank of, each of the documents as required by the Bank. [ ] 6

8 SCHEDULE 2 BILL DISCOUNTING FACILITY Each Bill Discounting Facility is made available on the terms and subject to the conditions of this Credit Facility Letter (including this Schedule 2, the Standard Terms and the Bill Discount Standard Terms, each as amended ). 1. UTILISATION 1.1 Completion of a Utilisation Request Each Utilisation Request under a Bill Discounting Facility is irrevocable and will not be regarded as having been duly completed unless: it specifies that it is for the discounting of a bill and is in a specified currency; the proposed Utilisation Date is a Business Day; the bill has been: (i) (ii) issued by an Approved Issuer in favour of the Customer; and endorsed in favour of the Bank; (d) (e) (f) the Bill is attached; it details the Bank Account into which the proceeds of the Utilisation will be paid; and the period commencing on the proposed Utilisation Date and ending on the maturity date of the bill is not less than the tenor of the Facility. 1.2 Discounting of bill The Bank may, at its sole discretion, reject any Utilisation Request under a Bill Discounting Facility. The Bank may not give effect to a Utilisation Request under a Bill Discounting Facility if, as a result, the aggregate amount of bills discounted under the Bill Discounting Facility issued by any single person would exceed the Single Issuer Limit. Subject to Clause 2 (Conditions Precedent) of the Standard Terms and paragraph above, if the conditions set out in all the Transaction Documents have been met, the Bank may on or before the Utilisation Date under a Bill Discounting Facility credit the Bank Account an amount equal to the Bill Discount Amount. 2. INTEREST The Customer must upfront pay interest on each Utilisation under a Bill Discounting Facility calculated at the Applicable Rate. 7

9 3. FACILITY COMMISSION The Customer must, on each Utilisation Date under a Bill Discounting Facility, pay to the Bank an amount equal to the Facility Commission applicable to the Utilisation. 4. PURPOSE [ ] [To be filled as per the requirement of the transaction] 5. OTHER The Bank is not responsible for making any demand, presentation, acceptance, protest or collection of any Bill. If any Bill delivered to the Bank under or in connection with a Bill Discounting Facility in accordance with paragraph 1.1 (Completion of a Utilisation Request) is returned unpaid for any reason whatsoever, in addition to rights or remedies of the Bank against the issuer and/or endorser of the Bill, the Customer must, to the order of the Bank, credit funds to the Bank Account in an amount not less than the Bill Discount Amount. 8

10 SCHEDULE 3 LC FACILITY Each LC Facility is made available on the terms and subject to the conditions of this Credit Facility Letter (including this Schedule 3, the Standard Terms, the LC Standard Terms and the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce Publication No. 600 (UCP 600), each as amended, and is deemed incorporated to each Letter of Credit). 1. UTILISATION 1.1 Completion of a Utilisation Request Each Utilisation Request under a LC Facility is irrevocable and will not be regarded as having been duly completed unless: (d) (e) (f) (g) (h) (i) it specifies that it is for a Letter of Credit; the proposed Utilisation Date is a Business Day; the proposed currency is Rupees, unless approved otherwise by the Bank; the amount of the proposed Letter of Credit is not less than the utilisation minimum amount but not higher than, the Available Facility; the form of Letter of Credit is attached; the proposed term of the Letter of Credit does not exceed the tenor of the Facility; the delivery instructions for the Letter of Credit are specified; the identity of the beneficiary of the Letter of Credit is an Approved Beneficiary or any other beneficiary approved by the Bank; and it confirms that any goods in relation to which the Letter of Credit is proposed to be issued be delivered or shipped to the order of the Bank. 1.2 Issue of Letter of Credit The Bank may, at its sole discretion, reject any Utilisation Request under a LC Facility. The Bank may not give effect to a Utilisation Request under a LC Facility unless the Customer has deposited in the Margin Account an amount equal to the LC Margin for the proposed Letter of Credit. Subject to Clause 2 (Conditions Precedent) of the Standard Terms and paragraph above, if the conditions set out in all the Transaction Documents have been met, the Bank may issue any Letter of Credit at any time thereafter. 1.3 Revaluation of Letters of Credit If any outstanding Letter of Credit is denominated in a currency other than Rupees, the Bank may at any time after the Utilisation Date for the Letter of 9

11 Credit recalculate the rupee equivalent of the amount specified in the Utilisation Request for the Letter of Credit. The Customer must, if requested by the Bank following any calculation under paragraph above, ensure that within three Business Days of delivery of such request, it credits to the Margin Account for the LC Facility, amounts sufficient such that the aggregate amount standing to the credit of the Margin Account is, at any time, no less than the amount, if any, by which the aggregate amount of outstanding Utilisations under the LC Facility exceeds the Facility Limit for the LC Facility following any adjustment to the amount specified in the Utilisation Request for any outstanding Letter of Credit under paragraph above. 2. CLAIMS 2.1 Payment The Customer must immediately on demand by the Bank pay to the Bank an amount equal to the amount of any claim made or purported to be made under any Letter of Credit. If a Letter of Credit or any amount outstanding under a Letter of Credit is expressed to be immediately payable, the Customer must repay or prepay that amount immediately. 2.2 Claims under a Letter of Credit The Customer irrevocably and unconditionally authorises the Bank to pay any claim or demand made or purported to be made under a Letter of Credit requested by it and which appears on its face to be in order (in this paragraph 2, a claim). The Customer acknowledges and agrees that the Bank: (i) (ii) may not carry out any investigation or seek any confirmation from any other person before paying a claim; and deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person. The obligations of the Customer under this paragraph will not be affected by: (i) (ii) the sufficiency, accuracy or genuineness of any claim or any other document; or any incapacity of, or limitation on the powers of, any person signing a claim or other document. 2.3 Cancellation of Letter of Credit Any Letter of Credit issued by the Bank is cancelled if: the aggregate amount of claims made under the Letter of Credit is equal to the full amount of the Letter of Credit; the original Letter of Credit is returned to the Bank; 10

12 (d) the Bank receives written confirmation in form and substance satisfactory to the Bank that the Letter of Credit is cancelled; or the Bank is satisfied that it has no further liability under the Letter of Credit. 2.4 Storage The Customer must store all goods delivered or shipped in connection with a Letter of Credit in a manner which enables identification of the goods and preserves title of the Bank to the goods. 3. FACILITY COMMISSION The Customer must, on each Utilisation Date under a LC Facility, pay to the Bank an amount equal to the Facility Commission applicable to the Utilisation. 4. PURPOSE [ ] [To be filled as per the requirement of the transaction] 5. OTHER The Borrower shall submit any import license/ approval received from the exchange control department of the RBI and any other statutory authority whose permission may be required with respect to imported goods. The Bank shall have first and paramount lien on the Bills and the monies received thereunder and the goods in course of transit covered by the documents of title to goods or other documents which purport to represent rights of title to goods accompanying the Bills shall remain pledged to the Bank and in addition to its rights as a pledgee of such goods; in case of any dispute, the Bank shall also have the banker's lien on all Bills, goods, securities, documents and monies belonging or purporting to belong to the Borrower for all monies, claims and demands due or to become due from the Borrower to the Bank. 11

13 SCHEDULE 4 BANK GUARANTEE FACILITY Each Bank Guarantee Facility is made available on the terms and subject to the conditions of this Credit Facility Letter (including this Schedule 4, the Standard Terms and the Bank Guarantee Standard Terms, each as amended, and is deemed incorporated to each Bank Guarantee). 1. UTILISATION 1.1 Completion of a Utilisation Request Each Utilisation Request under a Bank Guarantee Facility is irrevocable and will not be regarded as having been duly completed unless: (d) (e) (f) (g) it specifies that it is for a Bank Guarantee; the proposed Utilisation Date is a Business Day; the proposed currency is Rupees, unless approved by the Bank; the amount of the proposed Bank Guarantee is specified and not less than the utilisation minimum amount but not higher than, the Available Facility; the term of the Bank Guarantee is specified and does not exceed the tenor of the Facility; the delivery instructions for the Bank Guarantee are specified; and the identity of the beneficiary of the Bank Guarantee is an Approved Beneficiary or any other beneficiary approved by the Bank. 1.2 Issue of Bank Guarantee The Bank may, at its sole discretion, reject any Utilisation Request under a Bank Guarantee Facility. The Bank may not give effect to a Utilisation Request under a Bank Guarantee Facility unless the Customer has deposited in the Margin Account an amount equal to the Bank Guarantee Margin for the proposed Bank Guarantee. Subject to Clause 2 (Conditions Precedent) of the Standard Terms and paragraph above, if the conditions set out in all the Transaction Documents have been met, the Bank may issue any Bank Guarantee at anytime thereafter. 1.3 Revaluation of Bank Guarantee If any outstanding Bank Guarantee is denominated in a currency other than Rupees, the Bank may at any time after the Utilisation Date of the Bank Guarantee recalculate the Rupee equivalent of the amount specified in the Utilisation Request for each outstanding Bank Guarantee. The Customer must, if requested by the Bank following any calculation under paragraph above, ensure that within three Business Days of delivery of such 12

14 2. CLAIMS 2.1 Immediately payable request it credits to the Margin Account for the Bank Guarantee Facility amounts sufficient such that the aggregate amount standing to the credit of the Margin Account is, at any time, no less than the amount, if any, by which the aggregate amount of the outstanding Utilisations under the Bank Guarantee Facility exceeds the Facility Limit for the Bank Guarantee Facility following any adjustment to the amount specified in a Utilisation Request for any outstanding Bank Guarantee under paragraph above. The Customer must immediately on demand by the Bank pay to the Bank an amount equal to the amount of any claim made or purported to be made under a Bank Guarantee. If a Bank Guarantee or any amount outstanding under a Bank Guarantee is expressed to be immediately payable, the Customer must repay or prepay that amount immediately. 2.2 Claims under a Bank Guarantee The Customer irrevocably and unconditionally authorises the Bank to pay any claim or demand made or purported to be made under a Bank Guarantee requested by it and which appears on its face to be in order (in this paragraph, a claim). The Customer acknowledges and agrees that the Bank: (i) (ii) may not carry out any investigation or seek any confirmation from any other person before paying a claim; and deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person. The obligations of the Customer under this paragraph will not be affected by: (i) (ii) the sufficiency, accuracy or genuineness of any claim or any other document; or any incapacity of, or limitation on the powers of, any person signing a claim or other document. 2.3 Cancellation of Bank Guarantee Any Bank Guarantee issued by the Bank is cancelled if: the aggregate amount of claims made under the Bank Guarantee is equal to the full amount of the Bank Guarantee; the original Bank Guarantee is returned to the Bank; the Bank receives written confirmation in form and substance satisfactory to the Bank that the Bank Guarantee is cancelled; or 13

15 (d) the Bank is satisfied that it has no further liability under the Bank Guarantee. 3. FACILITY COMMISSION The Customer must, on each Utilisation Date under a Bank Guarantee Facility, pay to the Bank an amount equal to the Facility Commission applicable to the Utilisation. 4. PURPOSE [ ] [To be filled as per the requirement of the transaction] 14

16 SCHEDULE 5 EXPORT PACKING CREDIT FACILITY Each Export Packing Credit Facility is made available on the terms and subject to the conditions of this Credit Facility Letter (including this Schedule 5, the Standard Terms and the Export Packing Credit Facility Standard Terms, each as amended ). 1. UTILISATION 1.1 Completion of a Utilisation Request Each Utilisation Request under a Export Packing Credit Facility is irrevocable and will not be regarded as having been duly completed unless: (d) (e) (f) it specifies that it is for a loan under export packing credit; the proposed Utilisation Date is a Business Day; the proposed currency is Rupees, unless approved otherwise by the Bank; the amount of the proposed Utilisation is not less than the utilisation minimum amount but higher than, the Available Facility; the form of export contracts; the proposed term of the Export Packing Credit Facility /export contracts does not exceed the tenor of the facility. 1.2 Advance The Bank may, at its sole discretion, reject any Utilisation Request under a Export Packing Credit Facility. The Bank may not give effect to any Utilisation Request under a Export Packing Credit Facility unless the Customer has deposited in the Margin Account an amount equal to the export packing credit margin for the proposed Utilisation. Subject to Clause 2 (Conditions Precedent) of the Standard Terms and paragraph above, if the conditions set out in all the Transaction Documents have been met, the Bank may make an advance under a Export Packing Credit Facility for export of goods or services on terms and conditions acceptable to the Bank, including to finance the export of goods. 1.3 Immediately payable If a loan availed for Export Packing Credit Facility or any amount outstanding under Export Packing Credit Facility is expressed to be immediately payable, the Customer must pay that amount immediately. 2. GOODS The Customer expressly agrees and undertakes that the Export Packing Credit Facility shall be utilised exclusively for the purposes in relation to procurement of raw material and other inputs and inventory in relation to manufacture of goods 15

17 for export orders under the Letter of Credits/ export contracts, in accordance with Applicable Law, including the Master Circular on Rupee / Foreign Currency Export Credit & Customer Service to Exporters dated July 1, 2013, as amended and/or modified. The Customer shall store all goods and/or raw materials delivered or shipped in connection with a loan against Export Packing Credit Facility in a manner which enables identification of the goods and preserves title of the Bank to the goods and shall ensure that all goods and/or raw materials are insured with such insurer acceptable to the Bank. The Customer must create any Security over any goods delivered or shipped in connection with a loan against Export Packing Credit Facility, assign the proceeds of sale of the goods and/or deposit title to the goods as the Bank may request. 3. INTEREST The Customer must pay accrued interest on each Utilisation under a Export Packing Credit Facility: calculated at the Applicable Rate; and unless provided otherwise in any Credit Facility Letter, on the last day of each Interest Period. 4. INTEREST PERIODS 4.1 Interest Periods Each Utilisation under a Export Packing Credit Facility has successive Interest Periods. Each Interest Period for a Utilisation under a Export Packing Credit Facility will start on the Utilisation Date of that Utilisation or (if already made) on the last day of its preceding Interest Period. 4.2 No overrunning the Termination Date An Interest Period for a Utilisation under a Export Packing Credit Facility may not extend beyond the relevant Tenor of the Facility, unless otherwise agreed by the Bank. 4.3 Changes to Interest Periods Prior to determining the interest rate for a Utilisation under Export Packing Credit Facility, the Bank may shorten an Interest Period for any Utilisation at its sole discretion. 4.4 Non-Business Days If an Interest Period under a Export Packing Credit Facility would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). 4.5 Consolidation of Utilisations 16

18 If two or more Interest Periods under a Export Packing Credit Facility end on the same date, those Utilisations may, at the Bank's sole discretion, be consolidated into and be treated as a single Utilisation on the last day of the Interest Period. 5. REPAYMENT The Customer must immediately on demand by the Bank repay all amounts utilised and outstanding under the Export Packing Credit Facility. 6. FACILITY COMMISSION The Customer must, on each Utilisation Date under a Export Packing Credit Facility, pay to the Bank an amount equal to the Facility Commission on the Utilisation (if applicable). 7. PURPOSE [ ] [To be filled as per the requirement of the transaction] 8. OTHER 8.1 The Customer shall get the Bills for the shipment/despatches in relation to the Export Packing Credit Facility issued immediately and forthwith thereafter endorse and deliver same to the Bank together with the Insurance Policy which shall fully cover the value of the Bills and the Customer shall duly assign or endorse over the insurance policy to the Bank in accordance with Applicable Law and the practice of the insurance company. 8.2 No Loans availed under the Export Packing Credit Facility shall exceed beyond [180 (one hundred and eighty)] days from the date of each Loan unless prior written consent of the Bank is obtained and such extension is in compliance with Applicable Law. 8.3 The Customer shall ensure that the goods pertaining to which the Export Packing Credit Facility has been availed shall be free from any charge or lien in favour of any other party and as soon as the goods are delivered to the Customer, the Customer shall tale all steps to ensure that such goods are hypothecated to the Bank and that the Bank has a first charge and lien on the said goods. 8.4 The Customer shall on demand by the Bank at any time before shipment / despatch deliver possession of the said goods to the Bank and shall authorize the Bank for the purpose of taking possession thereof to enter the godown or other place of the Customer where the goods may be stored and the Customer agree that the Bank may at any time before or after receiving possession thereof and without any notice to or further authority from the Customer sell the said goods by public auction or private treaty in such manner and for such price as shall think fit and apply the net proceeds of sale in or towards satisfaction of the amount owing by the Customer to the Bank. The Customer shall pay to the Bank the shortfall, if any, on demand. The Customer further agrees that the Bank shall have power to sell and apply the net sale proceeds of the said goods in like manner at any time after receipt of the bills of lading by the Bank. 17

19 SCHEDULE 6 CASH CREDIT FACILITY Each Cash Credit Facility is made available on the terms and subject to the conditions of this Credit Facility Letter (including this Schedule 6, the Standard Terms and the Cash Credit Standard Terms, each as amended ). 1. UTILISATION Each Utilisation Request under a Cash Credit Facility is irrevocable. The Bank may not give effect to a Utilisation under a Cash Credit Facility if, as a result, the aggregate amount of Utilisations under the Overdraft Facility together with all accrued and outstanding interest under the Cash Credit Facility would exceed the Facility Limit for the Cash Credit Facility. The Bank may, at its sole discretion, reject any Utilisation Request under a Cash Credit Facility. 2. PURPOSE [ ] [To be filled as per the requirement of the transaction] 3. INTEREST The Customer must pay accrued interest on the aggregate amount outstanding at any time under the Cash Credit Facility calculated at the Applicable Rate. 4. ACTIVE USE The Customer must maintain a credit balance on the Cash Credit Facility Bank Account for no less than three Business Days [in each calendar year] or as otherwise requested by the Bank. 5. REPAYMENT The Customer must immediately on demand by the Bank repay all amounts utilised and outstanding under the Cash Credit Facility. 18

20 SCHEDULE 7 TERM LOAN FACILITY Each Term Loan Facility is made available on the terms and subject to the conditions of this Credit Facility Letter (including this Schedule 7, the Standard Terms and the Term Loan Standard Terms, each as amended ). 1. UTILISATION 1.1 Completion of a Utilisation Request Each Utilisation Request under a Term Loan Facility is irrevocable and will not be regarded as having been duly completed unless: (d) (e) the proposed Utilisation Date is a Business Day; the proposed currency is Rupees, unless approved otherwise by the Bank; the amount of the proposed Utilisation is not more than the Available Facility; the proposed Interest Period complies with paragraph 3 of this Schedule (Interest Periods); and the proposed term of the Utilisation does not exceed the tenor of the Facility. 1.2 Utilisation The Bank may, at its sole discretion, reject any Utilisation Request under a Term Loan Facility. Subject to Clause 2 (Conditions Precedent) of the Standard Terms and paragraph above, if the conditions set out in all the Transaction Documents have been met, the Bank may make available to the Customer a Utilisation under a Term Loan Facility at any time thereafter. 2. PURPOSE [ ] [To be filled as per the requirement of the transaction] 3. INTEREST The Customer must pay accrued interest on each Utilisation under a Term Loan Facility: calculated at the Applicable Rate; and unless provided otherwise in any Credit Facility Letter, on the last day of each Interest Period. 4. INTEREST PERIODS 4.1 Interest Periods Each Utilisation under a Term Loan Facility has successive Interest Periods. 19

21 Each Interest Period for a Utilisation under a Term Loan Facility will start on the Utilisation Date of that Utilisation or (if already made) on the last day of its preceding Interest Period. 4.2 No overrunning the Termination Date An Interest Period for a Utilisation under Term Loan Facility may not extend beyond the relevant Tenor of the Facility, unless otherwise agreed by the Bank. 4.3 Changes to Interest Periods Prior to determining the interest rate for a Utilisation under a Term Loan Facility, the Bank may shorten an Interest Period for any Utilisation at its sole discretion. 4.4 Non-Business Days If an Interest Period under a Term Loan Facility would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). 4.5 Consolidation of Utilisations If two or more Interest Periods under a Term Loan Facility end on the same date, those Utilisations may, at the Bank's sole discretion, be consolidated into and be treated as a single Utilisation on the last day of the Interest Period. 5. ACTIVE USE The Customer must reduce all amounts utilised and outstanding under a Term Loan Facility to zero for no less than ten Business Days in each calendar year or as otherwise requested by the Bank. 6. REPAYMENT The Customer must repay each Utilisation made to it under a Term Loan Facility on the last day of the term of the Utilisation. 20

22 Signature Page of Credit Facility Letter Bank NATIONAL AUSTRALIA BANK LIMITED, [ ], BRANCH By: By: Authorised Signatory Authorised Signatory THE COMMON SEAL of [ ], the withinnamed Borrower, has, pursuant to the Resolution of its Board of Directors passed in that behalf on the day of,, hereunto been affixed in the presence of Mr./Ms., of the Borrower who have signed these presents in token thereof, who has countersigned the same in token thereof. We refer to Clause 19 (Notices) of the Standard Terms. Our address for any communication or document to be made or delivered under or in connection with any Transaction Document is: Address : Attention : Telephone : Fax : 21