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MASTER MURABAHA
FACILITY AGREEMENT
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THIS MASTER MURABAHA FACILITY AGREEMENT is dated this 28th day of September, 2009, and made
BETWEEN:
(1)
MEEZAN BANK LIMITED, a banking company incorporated under the laws of the Islamic Republic of
Pakistan, having its registered office at 3rd Floor, PNSC Building, M.T Khan Road, Karachi and also carrying
on business at New Challi Branch (hereinafter referred to as the "Bank" which expression shall, where the
context so permits, mean and include its successors-in-interest and assigns), of the one part;
AND
(2)
M/s. TABASSUM KHURSHID & CO. a sole proprietorship concern incorporated in Pakistan and having
its place of business at Office # Shop # 02, Muhammad Hussain Kulsum Bai Building, Hassan Ali Aafandi
Road, Karachi. (hereinafter referred to as the Customer which expression shall where the context so
permits mean and include its successors in interest and assigns).
IT IS AGREED BY THE PARTIES as follows:
1.
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Ordinance means the Financial Institutions (Recovery of Finances) Ordinance, 2001 or any statutory
modification or re-promulgation thereof;
Payment Date means the dates as shown in the Payment Schedule in respect of each Murabaha
Transaction as stated in Appendix E hereto or such other date as may be mutually agreed between the
parties;
Payment Schedule means the schedule specifying the portion of the Contract Price payable on the
Payment Dates in respect of each Murabaha Transaction in the form set out in Appendix E hereto;
Profit means any part of the Contract Price which is not part of the Cost Price and is payable by the
Customer as specified in the Payment Schedule in respect of the Murabaha Transaction;
Security Documents means any documents executed/to be executed in favor of the Bank as security
for the obligations of the Customer hereunder;
Taxes includes all present and future taxes (including central excise duty and sales tax and excluding
income tax arising on the income of the Bank), levies, imposts, duties, stamp duties, penalties, fees or
charges of whatever nature together with delayed payment charges thereon and penalties in respect
thereof and Taxation shall be construed accordingly.
2.
3.
US DOLLAR MURABAHA
The Bank shall upon the request of the Customer pursuant to an Order Form and subject to the terms and
conditions of this Agreement having been satisfied, acquire Assets for the purposes of entering into
Murabaha Transactions denominated in US Dollars in accordance with the terms of SBPs FE Circular No
25 dated 20/06/1998.
4.
4.1
IMPORT MURABAHA
Where the Customer requires the Assets to be imported the Bank agrees to establish letters of credit for
the import of the Assets.
4.2
The Assets imported under the Letters of Credit shall be consigned to the Bank and shall be purchased
by the Customer from the Bank pursuant to Clauses 5 and 6 hereunder.
5.
5.1
MURABAHA TRANSACTIONS
Subsequent to the acquisition of the Assets by the Bank pursuant to Clauses 2, 3 and 4 herein above, the
same shall be sold by the Bank and purchased by the Customer on Murabaha basis through Murabaha
Contract and the Customer will take its delivery, whereby the ownership of the Assets and risk related
thereto will be transferred to the Customer.
5.2
In respect of each Murabaha Transaction the payment of the Contract Price by the Customer shall be in
accordance with the Payment Schedule.
5.3
The Customer shall execute and deliver a demand promissory note as per Appendix D hereto, which
shall only be presented for payment upon occurrence of Event of Default. As security for the payment of
the amounts payable by the Customer under the Murabaha Transactions and hereunder, the Customer
agrees to execute and provide to the Bank such Security Documents as the Bank may in its absolute
discretion require from time to time.
5.4
The Customer acknowledges that each Murabaha Transaction constitutes provision of Finance as
defined in the Ordinance.
6.
6.01
6.02
The Customer hereby undertakes to indemnify and keep the Bank indemnified against any and all
actions, proceedings, liabilities, claims, Taxes, losses, damages, costs, and expenses arising subsequent
to the sale of the Assets by the Bank to the Customer.
7.
7.1
PAYMENTS
In consideration of the sale of the Assets, the Customer shall abide by the terms of the Murabaha
Contract and the Payment Schedule and make payment to the Bank on demand all expenses (including
legal and out of pocket expenses) incurred by the Bank in connection with the preparation, execution,
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performance or enforcement of this Agreement and/or any document or instrument contemplated hereby
including the Security Documents.
7.2
The Customer shall pay to the Bank, within 3 days of the Banks first demand all stamp, documentary,
registration or other like duties or Taxes imposed on or in connection with this Agreement and the Security
Documents or otherwise contemplated hereby and shall indemnify the Bank against any liability arising by
reason of any delay or omission by the Customer to pay such duties or Taxes.
7.3
All payments to be made by the Customer to the Bank under this Agreement shall be made in full, without
any set off or counter claim whatsoever and free and clear of any deductions or withholdings on the due
date to a current account of the Bank as may be notified from time to time.
7.4
The Customer shall be liable for all Taxes, fees and expenses incurred by the Bank or levied by any
authority or government in respect of any transaction contemplated by this Agreement other than the
corporate income tax of the Bank. If any deduction or withholding in respect of the income tax is required
to be made from any payment to the Bank by any law in Pakistan, the Customer shall promptly deliver to
the Bank any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in
respect of such deduction or withholding.
7.05
In the event of a default in the payment of the Contract Price, any part thereof or any other amount due
hereunder, and the Bank is of the opinion that the delay in payment is without a valid reason (which the
Bank shall inform through a notice), the Customer hereby undertakes to pay to the Bank as charity an
amount calculated at the rate of 20% per annum for the amount of the Contract Price, part thereof or any
other amount due for each day of delay beyond the relevant Payment Date or due date by which the
Contract Price, any part thereof or any other amount due remains unpaid to be donated by the Bank
on behalf of the Customer for charitable purposes as approved by the Shariah Supervisory Board /
Shariah Advisor of the Bank.
8.
8.1
No event or circumstance which constitutes or which with the giving of notice or lapse of time or both
would constitute an Event of Default has occurred and is continuing.
8.2
The representations and warranties in Clause 8.01 (and so that the representation and warranty in clause
8.01 (e) shall for this purpose refer to the then latest financial statements delivered under the terms of this
Agreement) shall be deemed to be repeated by the Customer on and as of each Payment Date as if
made with reference to the facts and circumstances existing at each such date.
9.
9.1
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(c) That all requisite corporate approvals and consents have been obtained to enable it to enter and
perform its obligations under this Agreement.
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10.01
UNDERTAKINGS
The Customer undertakes with the Bank that so long as any moneys are owing under this Agreement:
a) It shall obtain, maintain in full force and effect and comply in all material respects with any conditions
imposed by any authority or governmental or public bodies or courts and do or cause to be done, all
other acts and things which may from time to time be necessary under applicable law for the
continued due performance of its obligations under this Agreement.
b) It shall inform the Bank of any Event of Default or any event, which with the giving of notice or lapse
of time or both would constitute an Event of Default forthwith upon becoming aware thereof.
c) It shall send to the Bank copies of its audited financial statements and every report, notice or like
document issued by it to its shareholders in each case at the time of issue thereof and (in case of
audited financial statements) not later than 180 days after the end of the financial period to which they
relate and such other financial and other information concerning the affairs of the Customer as the
Bank may reasonably require;
e) It shall provide to the Bank fresh security by way of hypothecation charge or otherwise upon assets
acceptable to the Bank if the security provided to the Bank at any time ceases to be an effective
security in the opinion of the Bank and failure to do so on the part of the Customer shall constitute an
Event of Default hereunder. All costs and expenses incurred in creating and registering such a
security shall be borne by the Customer.
f) In cases where the Customer has availed the US Dollar Murabaha finances under Clause 3 herein
above against the presentation of export contracts, it shall ensure that the Contract Price is paid
through the repatriation of export proceeds. If the export proceeds are not repatriated/delayed/not
available for payments by the Payment Dates for any reason, the Customer shall arrange payment
from its own sources and where required shall also obtain the prior permission of the SBP in a timely
manner.
11.
11.01
CONDITIONS PRECEDENT
All obligations of the Bank under this Agreement are subject to the following conditions precedent:
a) A copy (certified by an authorized officer of the Customer to be complete and up to date copy) of the
Memorandum and Articles of Association of the Customer has been supplied to the Bank;
b) A copy (certified by an authorized officer of the Customer to be a true copy) of the resolution passed
by the Board of Directors of the Customer authorizing (i) the entry and execution by the Customer of
this Agreement and such other documents as may be related or incidental to the terms of this
Agreement by the Customer and (ii) the individual(s) whose specimen signature is printed on such
resolution to execute this Agreement and such other documents as may be related or incidental to the
terms of this Agreement on behalf of the Customer have been received by the Bank;
c) Duly executed copies of the Security Documents have been received by the Bank;
d) Any amount required to be paid by the Customer to the Bank in respect of any transaction have been
received by the Bank;
e) All such documents, approvals, consents and the like as have been reasonably requested by the
Bank in connection with this Agreement and the Security Documents have been received by the
Bank, subject to the provisions of Clause 5.03 herein above.
11.02
If any of the above conditions precedent is found not be satisfied, it would be deemed to constitute an
Event of Default.
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12.01
EVENTS OF DEFAULT
There shall be an Event of Default if:
a) The Customer fails to pay any sum payable by it under this Agreement when due; or admits its
inability to pay any sum payable by it under this Agreement as they fall due; or
b) The Customer defaults in the due and punctual performance of any other provision of this Agreement
and (if such default is in the opinion of the Bank capable of remedy) such default shall not have been
remedied within twenty-one (21) days of the Bank notifying the Customer of such default; or
c) Any representation or warranty made or deemed to be made or repeated by the Customer in or
pursuant to this Agreement or in any document delivered under this Agreement is or proves to have
been incorrect in any material respect; or
d) An encumbrancer takes possession or a receiver is appointed of the Customers undertakings or the
whole or any material part of the Assets, rights or revenues of the Customer or a distress or other
process is levied or enforced upon any of the Assets, rights or revenues of the Customer and is not
discharged within seven days; or
e) The Customer stops or suspends payment of its debts generally or is unable or admits inability to pay
its debts as they fall due or proposes or enters into any composition or other arrangement for the
benefit of its creditors generally or proceedings are commenced in relation to the Customer under any
law, regulation or procedure relating to reconstruction or readjustment of debts; or
f) Proceedings are commenced for the winding-up (whether compulsory or voluntary) of the Customer
or the alteration of the structure, power, authority and functions of the Customer or if the
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implementation and compliance with any terms and conditions of this Agreement are rendered
impossible or illegal; or
g) Any event occurs or proceedings are taken with respect to the Customer in any jurisdiction to which it
is subject which has an effect equivalent or similar to any of the events mentioned here in above ;or
h) The Customer changes or becomes bound to change its legal status from the position as at the date
of this Agreement or if there is a change in the majority shareholding of the Customer; or
i) Any Indebtedness, of the Customer in excess of Rs.1,000,000 (Rupees One Million Only) is not paid
when due or becomes due or capable of being declared due prior to its stated maturity and the
Customer fails to provide a guarantee/ security to the satisfaction of the Bank within 7 days; or
j) Value of the security is depleted or deteriorated and in the reasonable opinion of the Bank the same is
not sufficient to adequately secure Customers obligations under this Agreement and the Customer
fails to furnish adequate security to the satisfaction of the Bank within a period of 7 days of the Bank
requiring the same;
12.02
Notwithstanding anything contained herein the Bank may without prejudice to any of its other rights, at
any time after the occurrence of an Event of Default by notice to the Customer (i) declare that its
obligations hereunder are immediately terminated and (ii) except in case of the event mentioned in clause
12.01 (e), declare that all sums payable under this Agreement have become due and payable, whereupon
the same shall immediately or in accordance with such notice become due and payable.
13.
13.01
INDEMNITIES
The Customer shall indemnify the Bank against expense which the Bank shall certify as rightly incurred
by it as a consequence of (i) any default in payment by the Customer of any sum under this Agreement
when due, (ii) the occurrence of any Event of Default (iii) the purchase or ownership of the Assets or any
part thereof by the Customer.
14.
14.01
SETOFF
The Customer authorizes the Bank to apply any credit balance to which the Customer is entitled or any
amount which is payable by the Bank to the Customer at any time in or towards partial or total satisfaction
of any sum which may be due or payable from the Customer to the Bank under this Agreement.
14.02
The Customer unconditionally and irrevocably authorizes the Bank to receive foreign currency proceeds
under the export contracts and letters of credit to adjust /appropriate the same towards the payment of the
Contract Prices due hereunder without prior notification to the Customer.
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15.01
IN WITNESS WHEREOF the parties to this Agreement have caused this Agreement to be duly executed on the
date, month and year first aforementioned.
Signed and executed for and on behalf of:
_____________________________
______________________
M/S. TABASSUM KHURSHID & CO
MEEZAN BANK LIMITED
Witnesses:
1.
2.
_________________________
1.
____________________________
Name:
Name:
CNIC No:
CNIC No:
Address:
Address
_________________________
2.
____________________________
Name:
Name:
CNIC No:
CNIC No:
Address:
Address
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APPENDIX A
THIS Appendix shall be attached to and form an integral part of the package of Master Murabaha Facility Agreement (the "Agreement")
made at Karachi on September 28, 2009 BETWEEN:
M/S. TABASSUM KHURSHID & CO
AND
MEEZAN BANK LIMITED
Date: September 28, 2009
LIST OF ASSETS:
NO.
DESCRIPTION
WITNESSES:
1. ________________________
2. ___________________________
Name:
Name:
CNIC No:
CNIC No:
Address:
Address
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APPENDIX B
THIS Appendix shall be attached to and form an integral part of the package of Master Murabaha Facility Agreement (the "Agreement")
made at Karachi on September 28, 2009 BETWEEN:
M/S. TABASSUM KHURSHID & CO
AND
MEEZAN BANK LIMITED
Dated:
To,
Meezan Bank Limited
___________________
___________________
Karachi.
ORDER FORM
Dear Sirs,
With reference to the Master Murabaha Facility Agreement (the MMFA) dated 29-07-2009
entered into between ourselves and yourselves, we hereby request you to acquire the Assets as described in the
Appendix A of the MMFA up to the amount of ___________________________________
(__________________________________________________Only) under the following terms and conditions:
i. We shall immediately purchase the Assets from you at spot payment (unless otherwise mutually agreed)
within a reasonable time after your acquisition and possession of the Assets by entering into a Murabaha
Contract, failing which we undertake to compensate you for any actual loss (being the difference between
the Cost Price and the actual selling price recovered and not being the opportunity costs) suffered by selling
the Assets to a third party.
ii. You shall be entitled to seek reimbursement from us in respect of any Taxes relating to the Assets. All such
amounts shall be borne and paid for by us.
Words and expressions used in capitals and not defined herein shall have the same meanings as defined in the
MMFA.
For and on behalf of
M/S. TABASSUM KHURSHID & CO
_________________________
AUTHORIZED SIGNATORY
2. _______________________
Name:
CNIC No:
Address:
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APPENDIX
C-1
THIS Appendix shall be attached to and form an integral part of the package of Master Murabaha Facility Agreement (the "Agreement")
made at Karachi on September 28, 2009 BETWEEN:
M/S. TABASSUM KHURSHID & CO
AND
MEEZAN BANK LIMITED
Already paid by us
Already paid by us
Already paid by us
Kindly note that Meezan Bank owns ________% of the total quantity of Assets mentioned above equivalent to Rs
______________ (Rupees ________________________________ Only) out of the total lot valued at Rs
______________ (Rupees ___________________________________________ Only) procured by us as your Agent.
For and on behalf of
M/S. TABASSUM KHURSHID & CO
______________________
Authorized Signatory
The Contract Price has been fixed at Rs._____________/- (Cost Price as mentioned above + Profit)
We authorize you to deduct Rs ______________/- (A + B + C), payable by Meezan Bank to you, from the Contract
Price and pay the balance amount of Rs._______________/- on the Payment Dates specified in the Payment
Schedule appearing in Appendix E hereto.
The Contract Price referred to above is payable as per the Master Murabaha Financing Agreement between us dated
September 28, 2009
Authorized Signatory
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APPENDIX
Rs.750,000/On demand we, M/S. TABASSUM KHURSHID & CO , promise to pay MEEZAN BANK LIMITED New Challi
Branch, Karachi, or order the sum of Rs.750,000/- ( Rupees Seven Hundred Fifty Thousand Only) for value
consideration received.
_______________________
Authorised Signatory
Witnesses:
1.
Name:
Address:
C.N.I.C. No.:
2.
Name:
Address:
C.N.I.C. No.:
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APPENDIX
THIS Appendix shall be attached to and form an integral part of the package of Master Murabaha Facility Agreement (the "Agreement")
made at Karachi on September 28, 2009 BETWEEN:
M/S. TABASSUM KHURSHID & CO
AND
MEEZAN BANK LIMITED
PAYMENT SCHEDULE
S/No.
1
2
Date
______________________
Authorised Signatory
________________________
Authorised Signatory
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11. We shall have the authority to revoke this Agency Agreement at any time, without assigning any reason
thereof.
12. We shall reimburse any purchase expenses incurred by you as our agent.
Words and expressions used in capitals and not defined herein shall have the same meanings as defined in the
MMFA.
Kindly signify your acceptance of the foregoing terms and conditions by signing the duplicate.
WITNESSES:
1. ________________________
2. ___________________________
Name:
Name:
CNIC No:
CNIC No:
Address:
Address
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APPENDIX
A -2
THIS Appendix shall be attached to and form an integral part of the package of the Agency Agreement (the
"Agreement") made at Karachi on September 28, 2009BETWEEN:
M/S. TABASSUM KHURSHID & CO
AND
MEEZAN BANK LIMITED
DECLARATION FOR EACH MURABAHA TRANSACTION
(For Import Letter of Credit)
Date:
_______________
Already paid by us
Already paid by us
Already paid by us
2. LC opening charges
3. Insurance
4. Other Charges
Total Cost Price
Kindly note that Meezan Bank owns ________% of the total quantity of Assets mentioned above equivalent to Rs
_____________ (Rupees ________________ Only) out of the total lot valued at Rs __________ (Rupees:
________________________) procured by us as your agent.
For and on behalf of
M/S. TABASSUM KHURSHID & CO
______________________
Authorized Signatory
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