SYNDICATED MURABAHA FINANCING DOCUMENTATION · than Bank ofBangladesh in the amount...

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Operation No: ITFC/1435ffF2/BD/0065

SYNDICATED MURABAHA FINANCING DOCUMENTATION

CONCERNING

PURCHASE OF CRUDE OIL AND REFINED PETROLEUM PRODUCTS · · FOR SALE TO THE PEOPLE'S REPU.BLIC OF BANGLADESH

S:IFAgrts-1\ll'FCIBD-0065(Syn-Doc)- l.docx// 25110/2014 13:38/lmr//KK//

. MUDARABA AGREEMENT

BETWEEN

INTERNATIONAL ISLAMIC TRADE FINANCE CORPORA1,ION . (AS MUDARIB)

AND

THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN THE FIRST SCHEDULE

(AS THE PARTICIPANTS)

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Contents Section-1 Section-2 Section-3 Section-4 Section-5 Section-6 Section-7

-Preamble and Schedules .. ...................................................................................................... .......... 4 I>efinitions ....................................................................................................................................... 4 Pa1iicipation in the Mudaraba ......................................................................................................... 8 Murabaha Financing .......... .. ..... ....................................................................................................... 9 ITFC and the Participants .......................................................... . , ................................................. 11 Currency ................................................................. .......................................... .. ........................... 14 Notices .......................................................................................................................................... 14

Section-S Remedies and Waiver ........................... ........................................................... · ............................. 14 Section-9 Amend1nent ................................................................................................................. .................. 14 Section-.10 Assignment. ................................................. ........................ .. ................................................ ........ 14 Section-11 Severability of Provisions ............................... .............................................................................. 15 Section-12 Counterparts ... ............................................................................................................................... 15 Section-13 Language ........................ ........................................................................................ ....................... 15 Section-14 Goveming Law-. Settlement of Disputes ...................................................................................... 15 Section-15 Confidentiality ..... .................................... ....................................... .................... ...... .................... 16 Section-16 Miscellaneous ............................................................................. ....... ............ ....... ......................... . 16

' Executiori Page For Inten1ational Islamic Trade Finance Corporation (ITFC) ................................................. 17 Execution Page For National Commercial Banlc (NCB) .................. ... ..... .. .... ... ................................................ 18 Execution Page For Bangladesh Bank ............................................. .... ..... ... ... ...... .............................................. 19 Execution Page For Barwa Banlc ....................................................... ..... ... .. ..... ............ .............................. ....... 20 Execution Page For First Gulf Bank ................................................. .. .... .... ....... ................................................ 21 Execution Page For Dubai Islamic Bank .......................................... .. .. ...... .... .. .. ............................................... 22 Execution Page For Qatar Islamic Banlc. ..................... ...................... .. .. .... ..... ................................ .. ................ 23 Execution Page For Islamic Development.Bank Treasury Department IDB.- ISFD ................................... ; ........ .

. Execution Page For Arab Petroleum Investments Corporation (APICORP) ..................................................... 25 Execution Page · For the Arab Investment Company Saa- Wholesale Bank (BRANCH) ................................. 26 Execution Page For Abu Dhabi Islamic Bank ...................................... ............................................................. 27 Execution Page For Ajman Banlc, PJSC ................................................... ............................................ ............. 28 Execution Page For ABC Islamic Banlc (E. C.) ................................................................................................. 29 Execution Page For Emirates NBD Banlc PJSC ................................................................................................ 30 Execution Page For Emirates Islamic Bank PJSC ............................................................................................. 31 Execution Page For Faisal Islamic Bank of Egypt ............................................................................................ 32 Execution Page For Banlc Islam Brunei Darussalam Berhad ............................................................................. 33 Execution Page For Islamic Development Bank Fael I<hair Program ............................................................... 34 Execution Page For Union De Banques Arabes Et Francaises (UBAF) ......................... ................................... 35 Execution Page For.Commercial Banlc ofDubai .................................................................................. ............. 36 Execution Page For Banque Sahelo-Sahariene Pour L'investissement Et Le Cmmnerce (BSIC) ..................... 37 Execution Page For AI Bm·aka Islamic Bank ... .. ............................................ ................................................... 38 Execution Page For MCB Banlc Limited ........................................................................................................... 39 Execution Page For Sharjah Islamic Banlc ....................................................................... ., ............................... 40 Execution Page For United Banlc Ltd .................... .. .... ............. ......................................................................... 41 Execution Page For Federated Investors (UK) LLP .......................................................................................... 42 Execution Page· For Islamic Development Banlc Awqaf Property Investment Fund Islamic Financial

Services Depa1iment .................. ............................................... .............................................. 43 Execution Page For Islamic Corporation for the Insurance of Investment and Export Credit (ICIEC) ............. 44 Execution Page For Arab Islamic Bank .......................................................... ................................................... 45 Execution Page For Jordan Islamic Banlc ....................................................................... ................................... 46 Execution Page For Alubaf Arab International Bank B.S. C. (C) (ALUBAF) ................................................... 47 Execution Page For Bank AI Habib Limited .................................................. ................................................... 48 Execution Page For United Banlc Ltd UBL Switzerland AG ............................................................................ 49 First Schedule List ofPmiicipants with their respective Contributions ........................................................... 50

·Second Schedule Illustrative Example of detennining Shares of the Mudarib and Participant(s) in the Profit ................................. .................... , ........... .................................................... .... ... ..................... 55

. Third Schedule Murabaha Agree1nent .......................... ..................................................................... ............... 56

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MUDA RABA AGRE.EMENT

TIDS AGREEMENT is made on 01 I _QJ_/143& orresponding to 0 2. I _1l_/20 14G, between INTERNATIONAL ISLAMIC TRADE FINANCE CORPORATION, an international financial institution established pursuant to Articles of Agreement signed/ratified by its .member countries, having its headquarters in Jeddah, Kingdom of Saudi Arabia, in its capacity . as the Mudarib (hereinafter called "ITFC") and the banks and fmancial institutions listed in the First Schedule to this Agreement, as the participating banks and financial institutions (hereinafter called the "Participants"). · ·

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ITFC and the Participants are hereinafter referred to individually as "P~Jrty" and collectively as "Parties".

WHEREAS

ITFC proposes a Special Mudaraba arrangement to the Participants within the meanings of this Agreement and the Participants are willing to participate by their indiVidual Contributions to the

. Special Mudaraba for the purpose of using such Contributions ~ a . Murabaha. fiJ;lancing arrangement for the PURCHASE OF CRUDE OIL AND , REFINED PETROLEUM PRODUCTS (hereinafter called the "Goods") in favour of THE PEOPLE'S REPUBLIC OF BANGLADESH, REPRESENTED BY THE MINISTRY OF PO~R, ENERGY & MINERAL RESOURCES. (hereinafter called the "Recipient") with the BANGLADESH PETROLEUM CORPORATION (hereinafter called "BPC") as. executing agency in an aggregate amount not exceeding USD600,000,0001- (UNITED STATES DOLLARS SIX HUNDRED MILLION) only.

THE PARTIES AGREE as follows:

Section-1 Preamble and Schedules

The Pr~amble and the Schedules to this Agreement form an integral part thereqf.

Section-2 Defmitions

2.01 The Parties hereto agree that for the purposes of this Agreement, the following terms shall

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have the meanings indicated hereunder: I . "AAOIFI": the Accounting and Auditing Organization for Islamic

Financial Institutions.

"Accrued Expenses": any expenses which are not related to· the Purchase Price, but rather to cover other expenses, for instance, fees related to legal procedures to be taken in the yvent:ofthe Recipient's default. · ··

"Approved Amount": the amount of USD600,000,000/- to be made available (on best ·effort basis) for the purchase of the Goods.

"BPC": Bangladesh Petrolewn Corporation (BPC), the Executing Agency.

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"Business Day": a day on which banks are generally open in London, New York, and Jeddah for the transaction of business of the nature required by this Agreement.

"Contribution": the amount of deposit to be tnade with ITFC by each Participant as its participation share in the Mudaraba as per the First Schedule on the Disbursement Date in order to be used for the purchase of the Goods.

"CRU": the Currency Repatriation Undertaking to be provided by the Guarantor in the form provided in Appendix-Vll to the Murabaha Agreement.

"Disbursement": actual payment of the Purchase Price.

"Disbursement Date": the date on which payment of the Purchase Price is made in the manner indicated in Section 4.02 hereof.

"Documentary Letter shall have the meaning given to it ~n the UCP. of Credit":

"Effective Date":

"Executing Agency":

"First Operation":

"Goods":

"Gross Profit":

"Guarantee":

"Guarantor'':

"Letter of Credit":

"Majority Participants:

"Mark-up":

"Material Adverse Effect":

shall have the meaning given to it in Section 4.0l(c).

Bangladesh Petroleum Corporation (BPC).

the Operation to be carried out after the effectiveness of the Murabaha Agreement.

Crude Oil and Refmed Petroleum Products.

in relation to a Transaction, the amount as determined in accordance with Section 4.03(a)(i) hereof.

the guarantee covering the Contributions of the Participants other than Bank ofBangladesh in the amount ofUSD549,000,000.00 plus the related Mark-up to be provided by the Guarantor in the fonn provided in Appendix-IV to the Murabaha Agreement.

Bangladesh Bank (The Central Bank of Bangladesh).

either a Standby Letter of Credit, Documentary Letter of Credit, Sight Letter of Credit, or Usance Letter of Credit.

The Participants having Contributions equal to 66.67% or more of the aggregate amount of Contributions specified in the First Schedule hereto.

·in relation to a Transaction, the rate of return as determined in accordance with Section 4.03 hereof.

in relation to any event or circumstance in whatsoever nature, the occurrence of effect of which would, in the opinion ofiTFC:

(a) constitute a Force Majeure;

(b) affect the BPC, its assets and properties;

(c) impact the financial condition, business or operations of the BPC;

(d) affect the implementation of the Operation, the fmancial plan or the carrying on of the BPC' s business or operation;

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"Mudaraba":

"Mudarib9s Share":

"Murabaha Agreement":

"Murabaha Financing":

''Net Profit":

"Operation":

(e) impair the ability of the Recipient or BPC to perform or comply with its obligations under this Agreement or any related document;

(f) affect the enforceability of any provision tmder this Agreement or any related document;

(g) cause the suspension, cancellation, revocation or termination of ~s Agreement or any related document; or

(h) impact the socio-political; financial and/or economic conditions of Bangladesh, which would have adverse impact on the domestic money, banking and/or capital markets. ·

and may do so:

(i) in a manner or to an extent mat~rially prejudicial to the rights and/or remedies of ITFC under this Agreement .or any related agreement; or

0) in a manner or to an extent-which, is likely materially and adversely. to affect the Recipient's and BPC's ability to comply with any ,of its payment obligations under any ·. agreement to which it is a Party or to the Recipient's or BPC's ability to complete the Operation as a whole; · · :

and references herein to an event or circumstance which "has" or which ''would have" a ·Material Adverse Effect shall be construed accordingly.

the fund in which Contributions made by the Participants are pooled together for management by ITFC, (as the Mudarib) in accordance with this Agreement.

the Mudarib's share of. the profit. which shall be calculated . as a p'ercentage of the Gross Profit in accordance with Section 4.03 (b) hereof.

the agreement in the form provided in the Third Schedule hereto to be entered into between ITFC and the Recipient.

the financing to be made available to the Recipient in accordance with this Agreement.

the portion of the Gross Profit minus · the Mudarib's Share in accordance with Section-4.03 (b) hereof and to be calculated in the manner illustrated in the Second Schedule to this Agreement.

a number of Transactions to be carried out pursuant to the Murabaha Agreement in a total sum that would not exceed the Approved Amount.

"Participant's Share the share of each Participant in the Net Profit, as determined in of the Profit": accordance with Section 4.03 hereof.

''Purchase Contract": the contract to be concluded by the Recipient, acting on behalf of ITFC, with the Supplier for purchase of a quantity of the Goods pursuant to the Murabaha Agreetnent.

"Purchase Price": the price to be paid by ITFC for the purchase of the Goods.

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· "Rah-al-Mal":

"Sale Price":

"Second Operation":

'"Shari'a Standards":

an Islamic finance terminology for investor, which in this Agreement refers to each and every Participant in the Murabaha Financing.

the price at which the Goods are to be so]d by ITFC to the Recipient, as determined in accordance with the Murabaha Agreement.

the Operation to be carried out in accordance with Sections 4.05 and 4.06 hereof and Sections 2.2, 2.3 and 2.4 of the MurabahaAgreement

. after the payment of the last Sale Price under the last Transaction of the First Operation.

the Shari'a Standards For Islamic Financial Institutions, published by AAOIFI, as amended from time to time by AAOIFI.

"Standby Letter of shaH have the meaning given to it in the UCP. Credit":

"Supplier":

"Transaction'':

"UCP":

the person or entity from which the Goods ·are purchased by the Recipient on behalf of ITFC under the Murabaha Agreement.

purchase of a quantity of the Goods by the Recipient, on behalf of ITFC, in a single shipment and sale of the same by ITFC to the Recipient.

· the· Unifonn Customs and Practice for Documentary Credit (2007 Revision), International Chamber of Commerce Publication No. 600 as promulgated, revised, and supplemented from time to time by the Iiltemational Chamber of Commerce and relevant fucoterms 2000.

"US Dollar", "USD" or the lawful currency of the United States of America. "US$":

2. 02 Interpretation:

(a) unless the context does not so admit, the singular includes the plural and vice versa.

(b) the "Party" shall be construed so as to include its and any subsequent successors and permitted transferees in accordance with the interest of ITFC.

(c) an "affiliate" of a Party shall be construed as a reference to its holding company, subsidiary or another subsidiary of its holding company.

(d) an "appendix" shall, subject to any contrary indication, be construed as a reference to an appendix of the agreement or document in which such reference appears.

(e) "assets" includes properties (movable and immovable), revenues and rights of every description.

(f) "continuing", in relation to an Event of Default, shall be construed as a reference to an Event of Default which has not been waived or remedied in accordance with the terms hereof.

(g) "including" shall be construed as a reference to "including, without limitation".

(h) ·"indebtedness" shall be construed so as to include any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent.

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(i) a "law" shall be construed as any law (including common or customary law), statute, constitution, decree, judgment, treaty, regulation, directive, bye-law, order or any other legislative measure of any relevant government, supranational, local government, statutory or regulatory body or court.

(j) a "month" is a reference to a period starting on one day in a calendar month and · ending on the numerically corresponding day in the next succeeding calendar · month save that, where any such period would otherwise end on a day which is

not a Business Day, it shall end on the next succeeding Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the immediately preceding Business Day, provided that, if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month (and references to "months" shall be.construed accordingly).

(k) a "successor" shall be construed so as to include an assignee or successor in title of such Party and any person who under the laws of its jurisdiction of incorporation or domicile has assumed the rights and obligations of such Party

· under this Agreement or to which, under such laws, such rights and obligations have been transferred.

(1) the "winding-up", "dissolution", "liquidation", "insolvency" or "reorganisation" of a company or corporation and references to "liquidator", "assignee", "receiver", "manager" and "trustee" of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the laws of Bangladesh or any jurisdiction in which such company or corporation canies on business including the seeking of liquidation, windingup, reorganisation, dissolution, arrangement, adjustment, protection or relief of debtors.

(m) this Agreement or any other agreement or document shall be construed as a reference to this ·Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented.

(n) "Section", "paragraph" or "Appendix" shall, unless a contrary indication appears, be construed as one in or to this Agreement; and any headings to any section, paragraph or Appendix shall be for ease of reference only.

(o) "person" includes any person, ftrm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) of two or more of the foregoing.

(p) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation.

Section-3 Participation in the Mudaraba

3.01 Subject to the terms and conditions hereof, ITFC shall enter into the Operation with the Recipient. The total amount to be made available for the Operation shall not exceed the Approved Amount.

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3.02 Each Participant agrees to participate severally in the Operation by its Contribution according to its share indicated in the First Schedule and the signature of each Participant

· of this Agreement shall be deemed to represent its intention and irrevocable commitment to provide, on the Disbursement Date, such part of its Contribution, on pro rata basis, as ITFC may, from time to time, request in accordance with this Agreement.

Section-4 Murabaha Financing

4.01 Procedure ofFinancing:

(a) ITFC shall, as soon as practicable, enter into the Murabaha Agreement with the Recipient. If ITFC is unable to enter into the Mw·abaha Agreement with the Recipient within 60 (Sixty) days from the date of this Agreement, this Agreement shall cease to be effective and all parties hereto shall be released from their obligations.

(b) It is the understanding of all parties hereto that purchase of the Goods and the sale thereof to the Recipient shall take place in several Transactions.

(c) The obligation of each Participant as to the Contribution to be made by· it hereunder is subject to the condition that ITFC receives the docwnents mentioned in Section-13 of the Murabaha Agreement (Effectiveness Documents), in a form and substance satisfactory to ITFC.

, (d) Payment of the Purchase Price shall be effected by means of Letters of Credit. Subject to Section 4.01 (c) hereof, ITFC shall arrange for the reimbursement of the relevant banks or payment to any Suppliers, as the case may be, out of the funds made available to it by the Participants in its account (the "Account") indicated pursuant to Section 4.02(b) hereof.

4.02 Disbursement:

(a) Promptly after the receipt of the Effectiveness Documents, ITFC infotms the Recipient and the Guarantor of the availability of the Approved Amount to the Recipient. Thereafter ITFC shall request the Recipient:

(i) to conclude Purchase Contract( s) with the Supplier( s );

(ii) to arrange for opening Documentary Letters of Credit, or, as the case may be, Standby Letters of Credit, in accordance with the provisions of the Murabaha Agreement.

(b) After the opening of each Documentary Letter of Credit, or Standby Letter of Credit; ITFC shall determine the Disbw·sement Date and shall give notice thereof, at least 4 (Four) Bu.siness Days before the Disbursement Date, to each Participant by telex, cable, SWIFT message, fax, or email, and shall indicate the Account to which Contributions shall be deposited. On the Disbursement Date, each Participant shall make its Contribution by deposit to said Account.

(c) ITFC shall provide ,acknowledgement to each Participant of receipt of each Participant's Contribution, upon receiving confirmation from its correspondent bank of receipt of payment from the Participant. On the Disbursement Date, ITFC

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shall cause the funds so received, to be disbursed in accordance with the Murabaha Agreement.

4.03 Participant's Share of the Sale Price:

(a) (i) Each Sale Price, as calculated in the manner illustrated in the Second Schedule, shall consist of the corresponding Purchase Price and a fixed mark-up of 4.30% (Four Point Three Zero per cent) per annum.

(ii) Each Sale Price shalfbe due and payable 9 (Nine) months from the Date of Disbursement of the corresponding Purchase Pri<;e ..

(b) · ITFC shall be entitled to receive 15.00% (Fifteen Point Zero per cent) of the Gross Profit as Mudarib's Share to be calculated in the manner illustrated in the Second Schedule.

· (c) A Participant's Share of the Profit shall be its share in the Net Profit to b~ calculated in the manner illustrated in the Second Schedule. A Participant's Share of the Profit shall be communicated to the Participant on the date of determination of the Sale Price. ·

(d) Net mark-up for the Participants shall be 3.655% per annum (Three Point ·six Fifty Five per cent) and it shall be communicated to the Participant on the date of determination of the Sale Price

4.04 Subject to Section 5.03 hereof, ITFC shall credit, or cause to be credited, each r Participant's Share of the Profit, together with its actual Contribution to the Purchase Price in the Transaction, to the account designated by each Participant promptly upon receipt of the Sale Price pursuant to the Murabaha Agreement.

4.05 ITFC agrees with the Recipient that, after:

(a)

(b)

the whole of the Sale Prices under each Transaction under the First Operation shall have been paid in full on due dates; and

that no adverse change in the business, assets or financial condition of the Recipient or the Guarantor has occurred or is likely to occur, which in the reasonable opinion of the Majority Participants, would affect the ability of the Recipient or the Guarantor, or both, to meet their respective obligations under the Murabaha Agreement or the Guar~tee,

to make available the same Approved Amount for a Second Operation with the same terms and conditions as applied to the First Operation, unless the Participants shall otherwise decide. ITFC shall notify the same Participants listed in First Schedule 1 (One) month before due date for payment of last Sale Price under the First Operation of its intention to enter into the Second Operation. A Participant that accepts to enter into the Second Operation shall confirm its willingness to make its contribution or any other amount available for the Second Operation at least 15 days ofiTFC's notification of its intention to enter into the Second Operation.

4.06 ITFC shall, upon receipt of the last Sale Price of the First Operation, promptly inform the Recipient and the Guarantor that the Approved Amount will be made available to the Recipient for the Second Operation. Such decision of ITFC shall be binding on all Participants that have notified of their willingness to enter into the Second Operation.

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4.07 (a)

(b).

Section-S

5.01 (a)

If ITFC receives payment that is insufficient to discharge all the amounts then due and payable by the Recipient under the Murabaha Agreement, ITFC shall apply that payment towards the obligations of the Recipient thereunder in the following order:

(i) first, in .or towards payment pro rata of any accrued expenses due but ~npaid provided that such accrued expenses to be approved by the Majority Participants;

(ii) secondly, in or towards payment pro rata of each Participant's Share of the Profit and Contribution due but unpaid; and

(iii) thirdly, in·ortowards payment pro rata of any other sum due but unpaid.

,. For the purposes ofSection-4.05 (a) hereof, amounts to be distributed by ITFC include, without limitation, any amount received by ITFC by virtue of its being entitled to a set off, banker's lien, counterclaim or other similar rights and actually applied by it or towards satisfaction of amounts payable by the Recipient pursuant to the Murabaha Agreement.

ITFC and the Participants

Each Participant · authorizes ITFC to exercise on its behalf the powers specifically delegated to ITFC herein and all other powers required to enable it to fulfil its obligations and to complete the Transactions contemplated hereunder.

(b) Without prejudice to the generality of Paragraph (a) hereof, ITFC shall be authorized to sign the Murabaha Agreement with the Recipient and any of its designated entities, and to appoint an agent or agents (including the Recipient) for the purchase of the Goods on ITFC's behalf on an undisclosed agency basis. ITFC shall also be authorized to sell the Goods to the Recipient on Murabaha basis, and to perform any other fimction or activity required or pe~itted to be assumed or taken by ITFC.

(c) ITFC may make such amendments to the Murabaha Agreement, as may be dictated by the exigencies of the Transaction. Any such amendment shall not reduce or diminish any of the Participants' rights, privileges or prerogatives.

Notwithstanding the above, ITFC shall not agree to any amendment, modification, supplementation or waiver of any provision of this Agreement, the Murabaha Agreement, or the Guarantee, without obtaining the unanimous consent of all the Participants, if the effect of such amendment, modification, supplementation or waiver would be to:

(i) change the currency of payment under the Murabaha Agreement, this Agreement, or the Guarantee;

(ii) extend or defer the date of payment of any amount payable by the Recipient or the Guarantor;

(iii) . increase the amount of any Participant's Contribution;

(iv) amend, vary, waive or release any security interest or any document creating a security interest;

(v) amend Section 4.03 hereof or this Section 5.01(c);

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(vi) amend, vary or waive any of the provisions of Sections 8, 13, 16, 17, 18, or 19 of the Murabaha Agreement.

(vii) Modify the definition of Majority Participants. ·

(d) The relationship between ITFC and the Participants is that of a Mudarib and Rab-a1-Mal in accordance with the Principles of Islamic Shariah. ITFC, or any of its directors, officers, employees or agents shall not have any responsibility, unless, in each case, arising from ITFC' s misfeasance, negligence or default, for exercising any powers beyond the powers initially granted to it by the Participants, for (i) any failure on the part of the Recipient or the Guarantor, (ii) the truth of any information or the authenticity of any document given by the Recipient or the Guarantor, (iii) the enforceability of the Murabaha Agreement or the Guarantee against the Recipient or the Guarantor, or (iv) exercising any necessary powers required to enable it to perform its obligations Wlder this Agreement beyond the powers initially granted to it by the Majority Participants.

(e) None of ITFC or any of its executives, officers, employees or agents shall have any responsibility for any action taken or omitted to be taken in connection with this Agreement or any related documents except in the case of misfeasance or default. ·

(f) .ITFC shall be entitled to rely, in good faith, on any document believed by it to be genuine and to have been sent or signed by the proper person and on the opinions and statements of any legal coWlsel or other professional advisor selected by it and shall not be liable to any other party for any consequence of such reliance except in the case of misfeasance or default.

(g) Each Participant has made such investigation and evaluation of the creditworthiness of the Recipient and the Guarantor as it has judged appropriate and prudent in connection with the making of its Contribution to the Mudaraba for the purpose of using such Contribution for Murabaha Financing in accordance with this Agreement.

(h) ITFC shall promptly (i) transmit, or cause to be transmitted, to each Participant each notice or other document received by it from the Recipient or the Guarantor which ITFC reasonably thinks may have an adverse bearing on the status of the Murabaha Financing, (ii) forward, or cause to be forwarded, to the Participants, as , 1

soon as practicable, copies of the Murabaha Agreement, any amendment made pursuant to Paragraph (c) hereof and any other documents received from the Recipient in connection with the Murabaha Financing, for its record. j

(i) ITFC hereby confmns that it holds all rights held by it under the Murabaha Agreement and the Guarantee (save to the extent that it has any such rights solely 1 in its capacity as a Participant) for the benefit of the Participants and accordingly, save as specified herein to the contrary, amoWlts recovered from the Recipient under the Murabaha Agreement, or from the Guarantor under the Guarantee, shall be for the account of the Participants, shall be kept in a separate account or accounts and under no circumstances shall become available to any creditor of ITFC or be used for any purpose save for distribution to the Participants.

G) ITFC undertakes that, at all times, the rights of each Participant Wlder this Agreement will rank pari passu with the rights of each of the other Participants.

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(k) In.the event of default or breach of any of the terms of the Murabaha Agreement by the Recipient, or any of the terms of the Guarantee by the Guarantor, ITFC shall be authorized to take such action under the Murabaha Agreement and/or the Guarantee, as the Majority Participants may agree.

(1) In · the event of any permanent default or major breach by ITFC of any of its obligations under this Mudaraba Agreement, ITFC shall compensate the Participants for any actual, direct and proven damages or losses suffered as a result of such default or breach.

. (m) , ·. ITFC hereby undertakes and confirms that it will at all times thoroughly examine the Letter of Credit along with its associated requirements/documents in respect

: :of. each Transaction. ITFC accepts full responsibility for the validity, · . completeness, presentation and forms of documentation in relation thereto.

5.02 Covenant to Rehnburse:

: ·Each P~icipant shall reimburse ITFC (to the extent not reimbursed by the Recipient or any person responsible for it). on pro rata basis for all expenses reasonably incurred by ITFC, to be approved by :the Majority Participants, in the exercise of its responsibilities as the Mudarib incurred in connection with enforcement of this Agreement, the Murabaha Agreement and all related

· documents and the transactions contemplated herein and therein.

5.03· Non-receipt of Sale Price from the Recipient or Contributions from Participants:

(a) In case the Recipient fails, for any reason whatsoever, to pay any Sale Price to ITFC on the due date pursuant to the Murabaha Agreement, ITFC shall in no way be under any obligation to make available to each Participant the payment referred to in Section 4.04 hereof, until the said Sale Price is received by ITFC. However, if partial payment of the Sale Price is made, ITFC shall distribute the amount of payment so received pro rata among the Participants.

(b) The Obligation of ITFC to pay the Participants any amount payable pursuant to the t~rms of this Agreement is conditional upon it having received the corresponding payment from the Recipient pursuant to the terms of the Murabaha Agreement, and the Participants shall have no recourse to ITFC in the event of any failure by the Recipient to make such payment, except if such a failure by the Recipient is caused by gross negligence or wilful default of ITFC.

(c)' On the Disbursement Date, ITFC shall be entitled to assume that each Participant has made ftmds available to ITFC as required by Section 4. 02(b) hereof, and ITFC, acting fu reliance upon that assumption, may (but shall not be required to) pay such funds in accordance with the terms of the Murabaha Agreement in relation to the Goods. If any Participant fails to make funds available as requh·ed by Section 4.02{b) hereof, and ITFC has paid an amount as aforesaid in reliance on such assumption, ITFC shall, subject to the Principles of Islamic Shariah, be entitled to

. compensation for damages to cover the actual expenses, if any, for the amount of Contribution unpaid from that Participant, ITFC may, at its sole discretion, cancel such Participant's right to make its full Contribution at a later date and may itself make that Participant's Contribution and take for itself all ensuing profit.

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Section-6 Currency

All Contributions as per the First Schedule are payable by the Participants in United States Dollars. To the fullest extent permitted by applicable law, the obligation of the Participants and ITFC in respect of any amount due under this Agreement, including, but not only limited to, any expenses incurred by ITFC in a currency other than US Dollars, shall, notwithstanding any payment in any other currency (whether pursuant to an award, judgment or otherwise), be discharged only to the

· extent of that amount in US Dollars that the party entitled to receive that payment may, in accordance with normal banking procedures, purchase with the sum paid in that other currency (after any premium and costs of exchange) on a Business Day in:New York, the principal financial centre of the country of such other currency and the country of the relevant party hereunder, immediately following the day on which that party receives that payment. The obligations of the

· parties under this Section are separate and distinct from the other obligations under this Agreement · ·j and shall survive the giving or making of any judgment or order or award in relation to all or any such other obligations.

Section-7 Notices

7.01 Issue ofNotices: Except as otherwise expressly provided herein, all notices in connection .with this Agreement shall be in writing, hand-delivered, sent by registered airmail, facsimile transmission, telex, or authenticated SWIFT message. All such notices shall be sent to the address specified for the intended recipient in the First Schedule, hereto or to such other address as that recipient may have last specified by notice to ITFC. All such notic~s shall be effective upon receipt.

7.02 Transmission Errors: Without prejudice to Section 7.01, ITFC shall not be held liable for damage resulting from cable, telephone, telex, fax, SWIFT messages, email, or other transmission errors or malfunction, , nor for delays, mis-routings or losses by post offices, railroads or air carriers except in the case of evident misfeasance or default by ITFC.

Section-S Remedies and Waiver

No failure or delay on the part of any party hereto, in exercising any right hereunder, shall operate as a waiver of, or impair, any such right. No single or partial exercise of any such right shall preclude any other or further exercise thereof or the exercise of any other right. No waiver of any such right shall be effective unless given in writing. No waiver of any such right shall be deemed a waiver of any other right hereunder.

Section-9 Amendment

Ibis Agreement may be amended by an instrument in writing, executed by all the parties. ·However, ifiTFC and all Participants so agree, certain amendments may be made by exchange of tested telexes, SWIFT messages or fax messages between ITFC and each Participant.

Section-1 0 Assignment

10.01 This Agreement shall be binding upon and inure to the benefit of ITFC and each Participant and their respective successors and assigns.

10.02 Each Participant may, in accordance with the Principles of Islamic Shariah, at any time assign or otherwise transfer any of its rights or obligations hereunder so long as, to the

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extent that it assigns any right, the assignee has undertaken to ITFC and the other Participants that it shall ·be under the same obligations (matching the rights assigned) towards each of them as it would have been under if it had been a party to this Agreement. ITFC and the Participants shall not be obliged to recognize any assignee as having rights against any of them until such undertaking is obtained from the assignee.

10.03 If, for any reason, ITFC becomes incapable of performing its obligations hereunder as the Mudarib, it may and, if ~mously agreed by the Participants shall, assign all its rights and. obligations to S"!JCh third party as it, or as the case may be, the Participants may unanimously decide; Provided that if ITFC decides to assign its rights and obligations

· hereunder, the assignee shall be acceptable to all Participants. Such assignment shall not be effective uritil such assignee has agreed in writing with ITFC and the Participants that it has assiuned the .obligations of the Mudarib; thereupon ITFC shall be released from all its obligations hereunder.

Section-11 Severability of Provisions

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to· that jurisdiction, be ineffective to the extent of that prohibition or un-enforceability, without invalidating the remaining provisions hereof or affecting the validity· or enforceability of that provision in any other jurisdiction.

Section-12 Counterparts

This Agreement may be executed in any number of counterparts, and all the counterparts taken together shall be deemed to constitute one and the same agreement.

Section-13 Language

Each document to be delivered by all parties with respect to this Agreement shall be in English language or shall be accompanied by an English translation thereof certified by the concerned party to be complete and correct.

Section-14 Governing Law - Settlement of Disputes

14.01 This Agreement shall be governed by and construed in accordance with Islamic Shariah (as set out in the Shari'a Standards published by the Accounting and Auditing Organization for Islamic Financial Institutions and as interpreted by the Islamic Fiqh Academy of the Organization of Islamic Cooperation or Islamic Development Bank Group Shariah Committee).

14.02 Any dispute between the Parties to this Agreement, and any claim by any such Party against the other Party arising under this Agreement, which is not resolved by agreement of the Parties within 3 0 (Thirty) days from the date of notice by one Party to the other Party, shall be fmally decided by an arbitration panel in accordance with the rules and procedures of the International Islamic Centre for Reconciliation and Arbitration in Dubai, UAE.

14.03· · The provisions for arbitration set forth in Section 14.02 shall be in lieu of any other procedure for the determination of disputes between the Parties to this Agreement or any claim by such· Party against the other Party arising thereunder.

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14.04 If within 30 (Thirty) days after counterparts of the award shall have been delivered to the Parties, the award is not complied with, any Party may enter judgment upon, or institute a proceeding to enforce the award, in any court of competent jurisdiction against any other Party, may enforce such judgment by execution or may pursue any other appropriate remedy against the other Party for the enforcement of the award or the provisions of this Agreement.

14.05 Service of any notice or process in connection with any proceedings under this Section or in connection with any proceedings to enforce any award rendered pursuant to this Section may be made in the manner provided in Section 7.01 of this Agreement. The parties to

. this Agreement waiv~ any and all other requirements for the service. of any such notice or process.

Section-15 Confidentiality

Each of the Parties will at all times during the continuance of this Agreement and thereafter keep confidential the terms and conditions of this Agreement and information acquired for approval purposes and in consequence of this Agreement except for information which either of them may be bound to disclose under compulsion of law, rules and procedure, to their professional advisers where reasonably necessary for the performanc~ of their professional services, or to counterparties where necessary for approval purpose·· or carrying into effect of the purposes of this Agreement, provided that this obligation to maintain confidentia1ity shall not apply in relation to any information once that information has entered the public domain otherwise than in breach of this Agreement. All third parties to whom confidential information is disclosed as permitted by this Section shall be informed of the confidential nature of the information so disclosed and be. obliged to keep such information confidential.

Section-16 Miscellaneous . . .

16.01 The headings· i-q this Agreement are for convenience only. and. are not intended, and shall not be construed, to alter, limit, or enlarge in any way the scope or meaning of the language contained in this Agreement.

16.02 The Recitals and the Appendices form an integral part of this Agreement.

16.03 This Agreement contains the entire agreement of the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto, except the fax message in correspondence specifically mentioned referred to herein.

16.04 The person signing this Agreement on behalf of each Party hereby represents and warrants to the other Party that he or she has the requisite legal power and authority to execute this Agreement on behalf of the Party and bind the Party to the obligations herein.

16.05 This Agreement binds and benefits the respective successors and assignees of the Parties.

16.06 This Agreement may be executed in several counterparts, each of which is an original, but all of which constitute the same agreement.

16.07 The date ofthis Agreement shall, for all purposes of this Agreement, be that appearing in the Preamble hereto.

[END OFCLACJSES}

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Execution Page For International Islamic Trade Finance Corporation (ITFC)

IN WITNESS WHEREOF, the International Islamic Trade· Finance Corporation (ITFC) through its duly authorized representative has signed this Mudaraba Agreement relating to the

·Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refmed Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF INTERNATIONAL ISLAMIC TRADE FINANCE CORPORATION (ITFC)

~-s:-Name:

Title:

#k!

Eng. Hani Salem Son.bol Acting Chief Executive Officer

International Islamic Trade Finance Corporation (ITFC)

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Execution Page For National Commercial Bank (NCB)

IN WITNESS WHEREOF, the National Commercial Bank (NCB) through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refmed Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF NATIONAL COMMERCIAL BANK (NCB)

Name: !• ~)'...U~I.&4l Fahad A, Moussa 10

Title: ~( \\-~, f.~tiJ Jns\l-k\~~.

Page I 8 of 104

Execution Page For Bangladesh Bank

IN WITNESS WHEREOF, the Bangladesh Bank through its duly authorized representative has signed this M udaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/ 143 5!fF2/BD/0065 for Purchase of Crude Oil and Refined Petroleum Products in an runount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF BANGLADESH BANK

Title:

Execution Page For Barwa Bank

IN WITNESS WHEREOF, the Barwa Bank through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation N o.ITFC/1435/fF2/BD/0065 for Purchase of Crude Oil and Refmed Petroleum Products in an amount not exceeding USD600,000,000/- on date frrst written above.

FOR AND ON BEHALF OF BARWABANK

Name:

Title:

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Execution Page For First Gulf Bank

IN WITNESS WHEREOF, the First Gulf Bank through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.I1FC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF FIRST GULF BANK

Fauzia Vol11a A-111

Kub~r Jlai ..C- 157

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Execution Page For Dubai Islamic Bank

IN WITNESS WHEREOF, the Dubai Islamic Bank through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435ffF2/BD/0065 for Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD600,000,000/- on date frrst written above.

FOR AND ON BEHALF OF DUBAI ISLAMIC BANK

Narne:

Title:

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Execution Page For Qatar Islamic Bank

IN WITNESS WHEREOF, the Qatar Islamic Bank through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/fF2/BD/0065 for Purchase of Crude Oil and Refmed Petroleum Products in an amount not exceeding USD600,000,000/- on date frrst written above.

FORAND ON BE QATARISLAMI

Name:

Title:

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Execution Page For Islamic Development Bank Treasury Department IDB- ISFD

IN WITNESS WHEREOF, the Islamic Development Bank through its duly authorized representative has. signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF ISLAMIC DEVELOPMENT BANK Treasury Department IDB- ISFD

Name:

Title:

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Execution Page For Arab Petroleum Investments Corporation (API CORP)

IN WITNESS WHEREOF, the Arab Petroleum Investments Corporation (API CORP) through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha ·Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refmed Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF ARAB PETROLEUM INVESTMENTS CORPORATION (APICORP)

Name: NICOLAS THEVENOT

Title: EXECUTIVE VICE PRESIDENT PROJECT & TRADE FINANCE DEPARTMENT

SAMI RASHED.AL-~UNAID

SENIOR VICE PRESIDENT TRADE FINANCE GROUP PROJECT & TRADE FINANCE DEPARTMENT

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Execution Page For the Arab Investment Company Saa- Wholesale Bank (BRANCH)

IN WITNESS WHEREOF, the the Arab Investment Company Saa -- Wholesale Bank (BRANCH) through its duly authorized representative has signed this Mudaraba Agreement

. relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refmed Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF THE ARAB INVESTMENT COMPANY SAAWHOLESALE BANK (BRANCH)

~@J~~ Name: Samlf Mecijlba Mohammadine Menjra

Title: ~~r ~· ~Q.)\.~«-1 ~GWLt""

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Execution Page For Abu Dhabi Islamic Bank

IN ··wiTNESS WHEREOF, the Abu Dhabi Islamic Bank through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Re:fined

·Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF ABU DHABI .ISLAMIC BANK

Name:

Title:

ar 1 J Jtt COOWBG

02-4128823

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Execution Page For Ajman Bank, PJSC

IN WITNESS ·WHEREOF, the Ajman Bank, PJSC through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation

· No.ITFC/1435!fF2/BD/0065 for Purchase of Crude Oil and Refmed Petroleum Products in an ·amount not exceeding USD600,000,000/- on date frrstwritten above.

FOR AND ON BEHALF OF AJMAN BANK, P JSC

Title: .. ~kram Am in Khan Executive Vice President Group Head of Wholesale Banking A036

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Execution Page For ABC Islamic Bank (E. C.)

IN WITNESS. WHEREOF, the ABC Islamic Bank (E. C.) through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF ABC ISLAMIC BANK (E. C .. )

Name:

Title:

HRmmad HaSGil A.«C l.•ll•lc Bank (B.C.)

Hussail Ali, CE ABC lslatnic Bank(E.C")

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Execution Page For Emirates NBD Bank P JSC

INi WITNESS WHEREOF, the Emirates Nbd Bank PJSC through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refmed Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF EMIRATES NBD BANK PJSC

Name: Haseeb Ghaffar

Title: A-1519

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Execution Page For Emirates Islamic Bank P JSC

IN WITNESS WHEREOF, the Emirates Islamic Bank PJSC through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purch(l$e of Crude ·Oil and Refined Petroleum Produ · amount not exceeding USD600,000,000/- on date first written above.

Name: Abdulla Abdul Kareem Show:~;~

Title:

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Execution Page For Faisal Islamic Bank of Egypt

IN WITNESS WHEREOF, the Faisal Islamic Bank of Egypt through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refined

· Petrolewn Products in an amount not exceeding USD600,000,000/-, on date fust written above.

. FOR AND ON BEHALF OF FAISAL ISLAMIC BANK OF EGYPT

_ [d ~ tddk ~a~~ Name: Ash-r4 j(Aa!iL Jb rulun. }I~: )Is~~ ~W }{. '{o.r:sun.

Title: (}..){ c/ ..p,.-€.J~ tl T11.v-bt~ tibk 1 Jor.e.•Jn. 11\v- 5¥~!f\H'.lor

FAISAL ISLAMIC BAH'{ Of EGYPT 2

-

H.Q. CAlRO • • Foreign Investment Dept

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Execution Page For Bank Islam Brunei Darussalam Berhad

IN WITNESS WHEREOF, the Bank Islam Brunei Darussalam Berhad through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude· Oil·and

. ·Refmed Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF BANK ISL.AM B UNEI DARUSSALAM BERHAD

0 · IBD Name:

J'yed AIWI. Alkoff l() - Oepllt y TrefiJIJJ'tY

Title:

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Execution Page For Islamic Development Bank Fael Khair Program

IN WITNESS WHEREOF, the Islamic Development Bank (Fael Khair Program) through its . duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Mutabaha Financing .Op.eration No.ITFC/1435!fF2/BD/0065 for Purchase of Crude Oil and Refmed· Petroleum Products in an amount not exceeding USD600,000,000/- on date frrst written above.

FOR AND ON BEHALF OF ISLAMIC DEVELOPMENT BANK .FAEL KHAIR PROGRAM

Name:

Title:

Dr.Mohamrnad Hassan Salem Coon:ihllator, Fa&l Khai•· Program

lmpktrmmted by the Islamic lleveloment B1nk

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Execution Page For Union De Banques Arabes Et Francaises (UBAF)

IN WITNESS WHEREOF, the Union De Banques Arabes Et Francaises (UBAF) through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Cnide Oil.and Refined Petroleum Products in an amount not exceeding USD600,000;000/- on date first written above ..

FOR AND ON BEHALF OF UNION DE BANQlJES ARABES ET FRANCAISES (UBAF)

Name:

Title:

Aymeric de REYNIES c.e,o.

~ Fadi NEHME

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Execution Page For Commercial Bank of Dubai

IN WITNESS WHEREOF, the Commercial Bank of Dubai through its duly &uthorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refined

·.Petroleum Products· in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF COMMERCIAL BANK OF DUBAI

Name:

Title:

Robin George JUltniDnship Manager Pinant:iallnstitudmu

A-52

:_

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Execution Page For Banque Sahelo-Sahariene Pour L'investissement Et Le Commerce (BSIC)

IN WITNESS WHEREOF, the Banque Sahelo-Sahariene Pour L'investissement Et Le Commerce (BSIC) through its duly authorized representative has signed this Mudaraba Agreement · relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0.065 for Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF BANQUE SAHELO-SAHARIENE POUR l/INVESTISSEMENT ET LE COMMERCE (BSIC)

. \v\~VI~~e..,. D{ Cr t!\~

j)Q~OY'~me..k-

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Execution Page For AI Baraka Islamic Bank

IN WITNESS WHEREOF, the .AI Baraka Islamic Bank through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refmed Petrolelim ProductS in an amoWlt not exceeding USD600,000,000/- ·on·date frrst written above.

FOR AND ON BEHALF OF AL BARAKA ISLAMIC BANK

Name: Huss8in Al Nattaie Senior Manager

Moflamed lsa Af Mut1wo1t

. Title: lntemationat Banking Department Chief Executive Officer .

Page 3 8 of 104

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Execution· Page For MCB Bank Limited

IN WITNESS. WHEREOF, the MCB Bank Limited through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON B~l:>F) MCB BANK LfJITED /

\ .. ··· . ..-~ ·

N4e~''sHAZAD HAKIM KATAL f Matlager Credit (AS -1703)

Titlef MCB Bank Umited : ·..vho lesale Bank [Branch] Bahrain

" H t..ft \ p.,J; ·

-sJiahid Nawaz Khan C~u,try Representative /SVP MCB Bank Limited Wholesale Bank (BnuehJ·Ballnln

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Execution Page For Sharjah Islamic Bank

IN WITNESS WHEREOF, the Sharjah Islamic Bank through its· duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refmed Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above. ·

FOR AND ON BEHALF OF SHARJAH ISLAMIC BANK

Name:

Title:

·--- Anver lalaldeen 8·64

c_·····--... -..

Saeed M. AI Amirl A-65,

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Execution Page :For United Bank Ltd

IN WITNESS WHEREOF, the United Bank Ltd through its duly authorized representative has signed .this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF UNITED BANK LTD

·Name: Muhammad Omer Head of Financial Institutions

Title: UBllnternational

Irfau·Aiun~d Jkad of Crt!3!t Admla.latt11111rloUI .

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Execution Page For Federated Investors (UK) LLP

IN WITNESS WHEREOF, the Federated Investors (UK)- LLP through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refmed

·Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

I FOR AND ON BEHALF OF

I--FEDERATED INVESTORS (UK) IJIJP

Name:

Title: Christopher P. McGinley

ViGe Preaident

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Execution Page For Islamic Development Bank AwqafProperty Investment Fund Islamic Financial Services Department

IN WITNESS WHEREOF, the Islamic Development Banlc (AwqafProperty Investment Fund · -Islamic Financial Services Department) through its duly authorized representative has signed

this Mudaraba ·Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refmed Petroleum Products in an

. amount not exceeding USD600,000,000/- on date flrst written above.

FOR AND ON BEHALF OF ISLAMIC DEVELOPMENT BANK Awqaf Property Investment Fund Islamic Finan.~ial Services\~epartment

' \ \ ..... \ \,

\,

~

Name: AhyY\ed fO.Jed:_ Title: J) f f(e_e.fCJ(. J F&})

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Execution Page For Islamic Corporation for the Insurance of Investment and Export Credit (ICIEC)

IN WITNESS WHEREOF, the Islamic Corporation for the Insurance of Investment and Export Credit (ICIEC) through its duly authorized representative has signed this Mudaraba Agreement · relating to . · the Syndicated Murabaha Financing · Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refmed Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above. ·

FOR AND ON BEHALF OF ISLAMIC CORPORATION FOR THE INSURANCE OF INVESTMENT AND EXPORT CREDIT (ICIEC)

v\.. :F . <;____..... p Name: \--bn~ ~~~ ~ o"~O~ Title: ~~~

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Execution Page For Arab Islamic Bank

IN WITNESS WHEREOF, the Arab Islamic Bank through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/143-5/TF2/BD/0065 for Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above. ·

FOR AND ON BEHALF OF ARAB ISLAMIC BANK

t:>cx(d\

Title: Ge~r-~ UQ~e~ •

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Execution Page For Jordan Islamic Bank

IN WITNESS WHEREOF, the Jordan Islamic Bank through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refined Petrolewn Products in· an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF JORDAN ISLAMIC BANK

Name: /v1. o h > t:L 1\ l LM"..

Title: De.puttJ Clle-nu-t~.l M~

p~-~

rlU H~i

De.jM~ fv1ttn.~

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Execution Page For Alubaf Arab International Bank B.S. C. (C) (ALUBAF)

IN WITNESS WHEREOF, the Alubaf Arab International Bank B.S.C. (C) (ALUBAF) through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435ffF2/BD/0065 for Pur~hase of Crude Oil and•Refmed Petroleum.Products in an amount not exceeding USD600,000,000/- on date· first written above.

FOR AND ON BEHALF OF ALUBAF AMB INTERNATIO AL BANK B.S.C. (C) (ALUBAF)

~-1-~

Name:

Title:

K.R. Usha H/0 Financial Control

Mohamed S. Ftera Senior Deputy CEO

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Execution Page For Bank AI Habib Limited

IN WI1NESS WHEREOF, the Bank AI Habib Limited through its 'duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refined Petroleum Products in an

·· amount not exceeding USD600,000,000/- on date first written above.:

FOR AND ON BEHALF OF BANK AL HABIB LIMITED

Name:

Title:

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Execution Page For United Bank :Ltd UBL Switzerland AG

IN WITNESS WHEREOF, the United Bank Ltd UBL Switzerland AG through its duly authorized representative has signed this Mudaraba Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435!fF2/BD/0065 for Purchase of Crude Oil and Refmed

: Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF UNITED BANK LTD UBL SWITZERLAND AG

'

Name: ~~~ider

J . L.~

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First Schedule List of Participants with their respective Contributions

#

1.

2.

INSTITUTION

INTERNATIONAL ISLAMIC TRADE FINANCE CORPORATION (ITFC) ISLAMIC DEVELOPl'vlENT BANK Group -p 0 Box# 55335 JEDDAH21534, SAUDIARABIA Tel. (+966-12) 646 8419 I 8418 Fax (+966-12) 637 10 64 NATIONAL COMMERCIAL BANK (NCB) - Correspondent Banking Division International Sector P. 0. Box# 3555 Jeddah 21481 Saudi Arabia Tel: +966 12 610 7083 Fax.+ 966-12-263 1146

COUNTRY

SAUDI ARABIA

SAUDI ARABIA

US$MM

7.0

102.0

~---~-----------------------------~----------------+----------------BANGLADESH BANK Foreign Exchange Reserve & Treasury Management Department

3. Head Office BANGLADESH 51.0 DHAKA# 1000, BANGLADESH Tel. (+880-2) 716 61 08 I 711 41 09 Fax (+880-2) 956 62 12 I 956 41 17 BARWABANK P.O.Box 27778

4. Doha-Qatar QATAR 41.0 Tel. +974-4448 82 35 Fax. +974-4448 85 08

~--+------------------------------+--------------r--------------~ FIRST GULF BANK 26th Floor, AI Maqam Tower, Sowwah Square, AI Maryah Island, P.O. Box 2960, UNITED ARAB Abu Dhabi, EMIRATES

5. 34.0

United Arab Emirates Tel+ 971 2 692 07 35 Fax + 971 2 643 06 23

~--+-------------------------------~--------------r----------------

6.

7.

DlJBAI ISLAMIC BANK Credit Administration Department - RMG 4th Floor, UNITED ARAB Old Head Office Building, Deira EMIRATES P. 0. Box # 1080 DUBAI, UNITED ARAB EMIRATES Tel. (+971-4) 207-5730 Fax (+971-4) 211-2387 I 249-0433 QATAR ISLAMIC BANK P.O. BOX: 559 Doha, Qatar Tel: +974 4440 9408 QATAR Fax: +974 4435 4483

34.0

34.0

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ISLAMIC DEVELOPMENT BANK Treasury Department IDB- ISFD

8. POBox# 5925 JEDDAH21532, SAUDI ARABIA Tel.# (00-966-12) 646 74 48 Fax# (+966-12) 636 75 54 ARAB PETROLEUM INVESTMENTS CORPORATION (APICORP) P. 0. Box # 9599

9 . . Dammam 31423 Saudi Arabia Tel. +966-13-847 04 44 x 132 Fax. +966-13-847 00 11 I 0022 THE ARAB INVESTMENT COMPANY SAA- WHOLESALE BANK (BRANCH) Building 2309, Road 2830, Block 428,

10. Seef District, PO Box 5559, Manama, IGngdom of Bahrain Tel. + (973) 17 588 856 Fax:+ (973) 17 588 983 ABU DHABI ISLAMIC BANK P.O. Box313

p. AI Bateen Area, Abu Dhabi, U.A.E Tel. (+971 2) 610 06 27 Fax (+9712) 667 50 11 AJMAN BANK, PJSC 304, A&F Building Sheikh Khalifa Bin Zayed Road

12. P .0. Box: 7770 Ajman, UAE Tel. +971-6-701 81 02 Fax. +971-6-73116 62 ABC ISLAMIC BANK (E. C.) Head Office ABC Tower, Diplomatic Area

13 . . P. 0. Box# 2808 MANAMA, BAHRAIN Tel. (+973-17) 543 366 Fax (+973-17) 536379 EMIRATES NBD BANK PJSC Baniyas Road, Deira

14. P 0 Box# 777 DUBAI, UNITED ARAB EMIRATES Tel. (+971-4) 609 46 20 I 6094667 Fax (+971-4) 23419701229009112218899 EMIRATES ISLAMIC BANK PJSC 2nd Floor, Executive Building no 16,

15. Dubai Healthcare City, Dubai, UAE Tel: +971 4 701 52 39 Fax: +971 4 370 80 90

SAUDI ARABIA

SAUDI ARABIA

BAHRAIN

UNITED ARAB EMIRATES


BAHRAIN


UNITED ARAB EMffi.ATES

34.0

27.0

27.0

27.0

20.0

19.0

17.0

15.0

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FAISAL ISLAMIC BANK OF EGYPT

16.

17.

Foreign Relation & Investment Departmen FIDE Tower, 149 Tahrir Street, Galaa' Square Dokki, Giza, P. 0. Box # 2446 CAIRO, EGYPT Tel. (+20-2) 3762 12 85 Fax (+20-2) 3762 12 81 BANK ISLAM BRUNEI DARUSSALAM BERHAD Lot 159, Bandar Seri Brunei Darussalam Tel: +673 2235747

Jalan Begawan

Pemancha, BS8711,

EGYPT

BRUNEI DARUSSALAM

14.0

14.0

Fax: +673 2235746. -------------------+---------------+------------------l ~---~-~~~~~~~--

- 18.

19.

20.

21'.

ISLAMIC DEVELOPMENT BANK F AEL KHAIR PROGRAM Special Assistance Department P o·Box # 5925 JEDDAH 21432, SAUDI ARABIA Tel. (+966-12) 646 67 44 Fax (+966-12) 646 78 31 UNION DE BANQUES ARABES ET FRANCAISES (UBAF) 190 Avenue Charles De Gaulle 92523 Neuilly Cedex FRANCE Tel. (+33-1) 4640 6110 Fax (+33-1) 4640 65 16 I 4640 65 17 COMMERCIAL BANK OF DUBAI P .0. Box 2668, Dubai, UAE Tel:+ 971 4 2121865 Fax:+ 971 4 2121870 BANQUE SAHELO-SAHARIENE POUR L'INVESTISSEMENT ET LE COMMERCE (BSIC) Regus Tunisie Immeuble Carthage Center, Rue du Lac de Constance, Les Berges duLac 1053 Tunis -Tunisie.

SAUDI ARABIA

FRANCE


TUNISIA

10.0

8.0

7.0

7.0

Tel. +216 22 275 150 Fax. +216 71 160 499 ~---+-------------------------------+---------------+-------------~ AL BARAKA ISLAMIC BANK Al Baraka Tower P. 0. Box# 1882 Manama, Bahrain Tel. +973-17-535 300- Ext. 153

22. Fax. +973-17-533 993 BAHRAIN 7.0

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MCB BANK LIMITED Wholesale Banking Branch 3rd Floor, BKIC Building

23. Diplomatic Area

BAHRAIN 7.0 P 0 Box# 10164 MANAMA, BAHRAIN Tel. (+973-17) 53 33 06 I 53 39 77 Fax (+973-17) 53 33 08 SHARJAH ISLAMIC BANK Head Office Qanat AI Qasba UNITED ARAB 7.0

24. POBox #4 EMIRATES SHARJAH, UNITED ARAB EMIRATES Tel: (+971-6) 599 91 57 Fax (+971-6) 599 91 81 I 599 91 82 --UNITED BANK LTD.

~ P. 0. Box 1367, UNITED ARAB 25. Dubai - UNITED ARAB EMIRATES EMIRATES 5.0

Tel: +971 4 7093741

l Fax: +971 4 3297040 FEDERATED INVESTORS (UK) LLP Liberty House

26. 222 Regent Street UK 5.0 London, W1B 5TR Tel.+44-207-618-2620 A WQAF PROPERTY INVESTMENT FUND C/o - Islamic Financial Services Industry Department (IFS)

27. ISLAMIC DEVELOPMENT BANK SAUDI ARABIA 3.0

P OBox # 5925 JEDDAH 21432, SAUDI ARABIA Tel (+966-12) 646 7130/646 7120 Fax ( +966-12) 644 80 87 t ISLAMIC CORPORATION FOR THE INSURANCE OF INVESTMENT AND EXPORT CREDIT (ICIEC) I 28. ISLAMIC DEVELOPMENT BANK Group

SAUDI ARABIA 3.0 P 0 Box # 15 722 JEDDAH21454, SAUDIARABIA Tel. (00-966-12) 646 75 47 Fax (+966-12) 637 97 55 I 644 34 47 ARAB ISLAMIC BANK Headquarters Nablus Street, Al Bireh

29. P 0 Box # 631 PALESTINE 3.0 RAMALLAH, PALES TINE Tel. (+970-2) 240 70 60 x 416 Fax ( +970-2) 240 70 65 JORDAN ISLAMIC BANK P.O. Box 926225, Amman Hashemite Kingdom of Jordan

30. Tel: +962 6 5677377 JORDAN 3.0 Fax: +962 6 5666326

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--ALUBAF ARAB INTERNATIONAL BANK B.S. C. (C) (ALUBAF) P.O. Box# 11529

31.; Alubaf Tower, Al-Seef District, BAHRAIN 3.0 Manama, Bahrain Tel +973-17-517 722 Fax. +973-17-540 094 BANK AL HABIB LIMITED 13 02 AI Moayyed Tower - AI Seef District

32. P. 0. Box# 50786

BAHRAIN 3.0 Manama, Bahrain T. +973-17-564 044 F. + 973-17-564 033 UNITED BANK LTD UBL SWITZERLAND AG

33. Feldeggstrasse 55,

SWITZERLAND 2.0 P.O Box 1176, CH-8034 Zurich, Switzerland Te1.+4143 499 19 31 Fax. +41 43 499 19 33

TOTAL. AMOUNT: 600.00 Million

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Second Schedule Illustrative Example of determining Shares of the Mudarib and Participant(s) in the Profit

A Aggregate Financing Amount (USD) 600,000.,000

B Financing Tenor (Months) 9

c Gross Mark-up (% p.a.) 4.300%

D Gross Mark-up (USD) 19,350,000

E Aggregate Financing Amount + Gross Markup (USD) 619,350,000

F ITFC's Mudarib Fee(%) 15.000%

G ITFC's Mudarib Fee (USD) 2,902,500

H Net Mark-up for Participants (USD) 16,447,500

I Net Mark-up for Participants (% p.a.) 3.655%

A As a portion of the drawdown amount to be paid to the supplier.

B From the date of drawdown to date of repayment by Beneficiary.

C Gross Profit percentage applied on the drawdown amount.

D [ = A * B/12 * C ]

E [=A+D]

F Fee to be deducted by ITFC.

G [=D*F]

H [=D-G]

I [=C-C*F]

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Third Schedule Murabaha Agreement

Ref. Operation No. ITFC/1435/TF2/BD/0065

MURABAHA AGREEMENT

BETWEEN

INTERNATIONAL ISLAMIC TRADE FINANCE CORPORATION

AND

(1) THE PEOPLE'S REPUBLIC OF BANGLADESH

(REPRESENTED BY THE MINISTRY OF POWER, ENERGY & MINERAL RESOURCES)

(2) BANGLADESH PETROLEUM CORPORATION

(AS EXECUTING AGENCY)

CONCERNING

PURCHASE OF CRUDE OIL AND REFINED PETROLEUM PRODUCTS FOR SALE TO THE PEOPLE'S REPUBLIC OF BANGLADESH

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Contents

SECTION-I DEFINITIONS .............................................................................................................................. 58 SECTION-2 UTILIZATION OF THE APPROVED AMOUNT ............................... : ...................................... 64 SECTION-3 PROCUREMENT OF THE GOODS .................... , ...... : ............................................................... 65 SECTION-4 INSURANCE .............................................................................................................. : ................. 66 SECTION-S DELIVERY ............................................................. : ........................ ; .......... :J ................................ 67 SECTION-6 PAYMENT OF THE PURCHASE PRICE BY ITFC .................................................................. 67 SECTION:-7 PROMISE BY THE RECIPIENT TO PURCHASE THE GOODS FROM ITFC ........................ 68 SECTION-8 SALE PRICE OF THE GOODS SOLD TO RECIPIENT ............................................................ 69 SECTION-9 SALE OF THE GOODS TO THE RECIPIENT WITHOUT RESPONSffiiLITY OF ITFC

FOR DEFECTS ..................................................... : ................................................................. 69 SECTION-10 DENOMINATION OF Tl:ffi SALE PRICE .................. .' ............................................................ ~.69 SECTION-II PAYMENT OF THE SALE PRICE .............................................................................................. 69 SECTION-12 MANNER OF PAYMENT OF THE SALE PRICE BY THE RECIPIENT ................................. 70 SECTION-13 EFFECTIVENESS ..................................................... : .................................................................. 70 SECTION-14 DELAY IN THE EXERCISE OF RIGHTS ......................... · ......................................................... 71 SECTION-15 CANCELLATION AND SUSPENSION OF THE APPROVED AMOUNT .............................. 71 SECTION-16 REPRESENTATIONS AND WARRANTIES ............................................................................. 72 SECTION-17 EVENTS OF DEFAULT .......................................... : ................................................................... 75 SECTION-18 INDEMNITY ................................................................................... ~············································ 76 SECTION-19 GOVERNING LAW-SETTLEMENT OF DISPUTES ......................................... : ...................... 78 SECTION-20 NOTICES- REQUESTS ............................................................................................................... 79 SECTION-21 CONFIDENTIALITY ................................................................................................................... 80 SECTION-22 MISCELLANEOUS ............................................ : ........................................................................ 80 Execution Page For the Government of the People's Republic ofBangladesh .................................................... 81 Execution Page For the International Islamic Trade Finance Corporation ........................................................... 82 Execution Page For the Bangladesh Petroleum Corporation ................................................................................ 83 Appendix-! LIST OF PARTICIPANTS WITH THEIR RESPECTIVE CONTRIBUTION ............................ 84 Appendix-II FORM OF OFFER FROM THE RECIPIENT .............................................................................. 89 Appendix-III FORM OF ACCEPTANCE BY ITFC .......................................................................................... 90 Appendix-IV FORM OF GUARANTEE ............................................................................................................ 91 Appendix-V FORM OF OPINION OF COUNSEL TO THE GOVERNMENT OF THE PEOPLE'S

REPUBLIC OF BANGLADESH ............................................................................................ 98 Appendix-VI FORM OF LEGAL OPINION OF COUNSEL TO THE GUARANTOR .................................. I 0 I Appendix-VII CURRENCY REPATRIATION UNDERT AK~G ................................................................... I 04 ·l

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MURABAHA AGREEMENT

THIS AGREEMENT is made on __ / __ /1435H corresponding to __ / __ /2014G, between· the INTERNATIONAL ISLAMIC TRADE FINANCE CORPORATION (hereinafter referred to as "ITFC") and the People's Republic of Bangladesh, REPRESENTED BY THE MINISTRY OF POWER, ENERGY AND MINERAL RESOlJRCES (hereinafter referred to as the "Recipient").

· ITFC and the Recipient are hereinafter referred to individually as "Party" and collectively as "Parties".

WHEREAS,

·- A) ,_ · · ·The Recipient has requested ITFC to purchase CRUDE OIL .AND REFINED PETROLEUM PRODUCTS (hereinafter referred to as the "Goods") and sell the same at a profit to the Recipient on Murabaha basis;

B) The banks and financial institutions listed in Appendix-! hereto (hereinafter referred to as the "Participants") have agreed, on the basis of a pr9posal made to them by ITFC, to fmance the purchase of the Goods in an amount not exceeding USD600,000,000/(UNITED STATES DOLLARS SIX HUNDRED MI~LION) (hereinafter referred to as the "Approved Amount") and to sell the Goods to the Recipient against the security of a guaraptee (the "Guarantee") from the BANGLADESH BANK (the Central Bank of Bangladesh} (hereinafter referred to as the "Guarantor") subject to the terms and conditions of this Agreement;

C) The Recipient has designated BANGLADESH PETROLEUM CORPORATION (hereinafter referred to as "BPC") as the Executing Agency for the purchase of the Goods and taking delivery thereof on behalf of the Recipient.

D) · The terms and conditions referred to in (B) above have been communicated to the Recipient by afaxmessageNo.69/64764dated Ol/10/2014and the Recipient has accepted the said terms and conditions by its letter No.28.017.034.02.02.029.2013-515 dated 02/10/2014.

E) The Participants have authorized ITFC to enter into this Agreement with the Recipient and ITFC has promised to use its best endeavours to make the Approved Amount available to the Recipient for the Operation, as defmed hereunder;

F) ITFC has agreed, subject to the terms and conditions of this Agreement, to authorize the Recipient, as an agent of ITFC, and to the extent of the Approved Amount, to negotiate with a supplier, or suppliers~ and to conclude a contract, or contracts, for the purchase of the Goods;

NOW IT IS HEREBY AGREED as follows:

SECTION-I DEFINITIONS

1.1 Except where the context otherwise requires, each of the following tetms shall have the meaning assigned to it hereunder wherever used in this Agreement:

"AAOIFI": the Accounting and Auditing Organization for Islamic Financial Institutions headquartered in Bahrain.

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"Administrative Fee" the fee to be paid/or payable in accordance with Sec~ion 2.3 to this Agreement.

"Approved Amount": as defmed in Recital-B of this Agreement.

"BPC": Bangladesh Petroleum Corporation (BPC), the Executing Agency.

"Business Day": a day on which banks are generally open in London, New York, and Jeddah for the business of the nature required by this Agreement.

"CRU": the Currency Repatriation Undertaking to be provided by the Guarantor in the fonn provided in Appendix~ Vll to the Murabaha Agreement.

"Disbursement": actual payment of the Purchase Price.

"Disbursement Date":

"Documentary Letter of Credit":

"Effective Date":

"Event of Default"

"Executing Agency":

"First Operation":

"Goods":

"Guarantee":

"Guarantor":

"Irrevocable Commitment to Reimburse":

"Issuing Bank":

"Letter of Credit":

"Market Disruption Event":

. . the date on which payment of the Purchase Price is made.

shall have the meaning given to it in the UCP.

the date on which this Agreement shall enter into effect as provided in Section-13. hereof.

the occurrence of any o( the events set out in Section 17 hereof. ·

Bangladesh Petroleum Corporation (BPC).

the Operation to be carri.ed out after the effectiveness of the Murabaha Agreement.

Crude Oil and Refined Petroleum Products, which ITFC has agreed to purchase and sell to the Recipient under this Agreement.

the guarantee covering the Contributions of the Participants other than Bank of Bangladesh in the amount of USD549,000,000.00 plus the related Mark~up to be provided by the Guarantor in the form provided in Appendix~N to the Murabaha Agreement.

Bangladesh Bank {The Central Bank of Bangladesh).

with respect to a Letter of Credit established under any Transaction hereunder, an irrevocable undertaking by ITFC to reimburse the Issuing Bank, the confrrming or the negotiating bank (as the case may be) for payments made under Documentary Letter of Credit, or to pay to the Supplier under a Standby Letter of Credit.

the Bank which issued or is acting as an advising bank/agent of the bank which issued the Letter of Credit.

either a Standby Letter of Credit, Documentary Letter of Credit, Sight Letter of Credit, or Usance Letter of Credit.

at or about noon on the quotation day of the relevant Sale Price, the Reuters screen rate is not available or this rate is zero or negative.

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"Material Adverse Effect":

"Member Country":

"Non Member Country":

"Operation": .

"Procurement Procedures ofiTFC"

in relation to any event or circumstance in whatsoever nature, the occurrence of effect of which would, in the opinion ofiTFC:

(a) constitute a Force Majeure;

(b) affect the BPC, its assets and properties;

(c) impact the financial condition, business or operations of the BPC;

· (d) affect the implementation of the Operation, the fmancial plan or the carrying on of the BPC's business or operation;

(e) impair the ability of the Recipient or BPC to perform or comply with its obligations under this Agreement or any related document;

. (f) affect the enforceability of any provision under this Agreement or any related document;

· (g) cause the ~uspension, cancellation, revocation or termination of this Agreement or any related document; or

(h) impact the socio-political, fmancial and/or economic conditions of Bangladesh, which would have adverse impact on the domestic money, banking and/or capital markets.

and may do so:

· (i) in a manner or to an extent materially prejudicial to the rights and/or remedies of ITFC under this Agreement or any related agreement; or

G) in a manner or to an extent which, is likely materially and adversely to affect the Recipient's and BPC 's ability to comply with any of its payment obligations under any agreement to which it is a Party or to the Recipient's or BPC's ability to complete the Operation as a whole;

and references herein to an event or circumstance which "has" or which ''would have" a Material Adverse Effect shall be construed accordingly. a country, which is a member of the Organization of Islamic Cooperation (OIC).

a country which is not a member of the Organization of Islamic Cooperation (OIC).

a number of Transactions to be carried out pursuant to the Murabaha Agreement in a total sum that would not exceed the Approved Amount.

the Guidelines for Procurement of Goods and Services under the Islamic Development Bank's Financing.

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"Purchase Contract": the contract to be concluded, on behalf of ITFC, by the Recipient with a Supplier for purchase of a quantity of the Goods pursuant to this Agreement.

"Purchase Price": the price paid, or payable, by ITFC to a Supplier for each shipment of the Goods inclusive of any Taxes, insurance premiwn, banking or other fees (except fees for , confirmation of Letters of Credit) borne by 11FC in connection with the ~hi~~ent of the Goods to Bangladesh.

"Reference Banks": the principal London. offices of the JPMorgan Chase, Citibank N .A. and HSBC and/ or any other bank appointed by ITFC in substitution for any of the foregoing banks.

"Sale Contract": the contract to be concluded between ITFC and the Recipient, in the manner indicated in Section 7 hereof, for sale of the Goods to the Reqipient.

"Sale Price": the price at which ITFC sells t4e Goods to the Recipient, as determined in accordance with· Section 8 hereof.

"Sanctionable any of Corrupt practice, Coercive practice, Collusive practice, Fraudulent practice or Obstructive practice:

Practices": (i) Corrupt Practice: the offering, giving, receiving,

or soliciting, directly or indirectly, anything of value to influence improperly the actions of another Party;

(ii) Coercive Practice: any act or omission impairing or harming, or threatening to impair or harm, directly or indirectly, any Party or the property of the Party to influence improperly the actions of a Party.

(iii) Collusive Practice: an arrangement between two or more parties designed to achieve an improper purpose, including influencing improperly the actions of another Party.

(iv) Fraudulent practice: any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a Party to obtain a fmancial or other benefit or to avoid an obligation.

(v) Obstructive Practice: (a) delibe~ately destroying, falsifying, altering or

concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede ITFC investigation into allegations of a Corrupt, Fraudulent, Coercive or Collusive practice, and/or threatening, harassing or intimidating any Party to prevent it from disclosing its knowledge of matters relevant

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to the investigation or from pursuing the investigation, or

(b) acts intended to materially impede the exercise of ITFC 's access to contractually required information in connection with ITFC' s investigation into allegations of a Corrupt, Fraudulent, Coercive or Collusive practice.

~,"Second Operation": the Operation to be carried out in accordance with Sections 4.05 and 4.06 of the Mudaraba Agreetnent and Sections 2.2, 2.3 and 2.4 of the MurabahaAgreement after the payment of the last Sale Price under the last Transaction of the First Operation.

"Standby. Letter of Credit":

"Supplier":

shall have the meaning given to it in the UCP.

the person or entity from which the Goods are purchased by the Recipient on behalf of ITFC under this Agreement.

"Tax": ·includes imposts, levies, fees and duties of any nature, · · whether in effect on the Effective Date of this Agreement,

or thereafter imposed.

"Term Sheet": terms and conditions communicated to the Recipient on 01/10/20 14G and duly accepted signed by the Recipient on 02/10/2014G.

"Transaction": purchase of a quantity of the Goods by the Recipient, on behalf ofiTFC, in a single shipment and sale of the same by ITFC to the Recipient in accordance with this Agreement.

"UCP": the Uniform Customs and Practice for Documentary Credit (2007 Revision), International Chamber of Commerce Publication No. 600 as promulgated, revised, and supplemented from time to titne by the International Chamber of Commerce and relevant Incoterms 2000.

"US Dollar", "USD" the lawful currency of the United States of America. or "US$":

1.2 Interpretation:

(a) unless the context does not so admit, the singular includes the plural and vice versa.

(b) the "Party" shall be construed so as to include its and any subsequent successors and permitted transferees in accordance with the interest of ITFC.

(c) an "affiliate" of a Party shall be construed as a reference to its holding company, .subsidiary or another subsidiary of its holding company.

(d) an "appendix" shall, subject to any contrary indication, be construed as a reference to an appendix of the agreement or document in which such reference appears.

(e) "assets"- includes properties (movable and immovable), revenues and rights of every description.

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(f) "continuing", in relation to an Event ofDefault, shall be construed as a reference to an Event of Default which has not been waived or remedied in accordance with the terms hereof.

(g) "including" shall be construed as a reference to "including, without limitation".

(h) "indebtedness" shall be construed so as to include any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent.

(i) a ."law" shall be construed as any law (including common or customary law), statute, constitution, decree, judgment, treaty, regulation, directive, bye-law, order or any other legislative measure of any relevant government, supranational, local government, statutory or regulatory body or court.

G) a "month" is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next succeeding calendar month -save that, where any such period would othen0se end on_ a day which is not -a Business Day, it shall end on the next succeeding Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the immediately preceding Business Day, provided that, if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month (and references to "months" shall be construed accordingly).

(k) a "successor" shall be construed so as to include an assignee or successor in title of such Party and any person who under the laws of its jurisdiction of incorporation or domicile has assumed the rights and obligations of such Party under this Agreement or to which, under such laws, such rights and obligations have been transferred.

(1) the "winding-up", "dissolution", "liquidation", "insolvency" or "reorganisation" of a company or corporation and references to "liquidator", "assignee", "receiver", "managee' and "trustee'' of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the laws of the Republic of Bangladesh or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganisation, dissolution, arrangement, adjustment, protection or relief of debtors.

(m) this Agreement or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented.

(n) "Section", "paragraph" or "Appendix" shall, unless a contrary indication appears, be construed as one in or to this Agreement, and any headings to any section, paragraph or Appendix shall be for ease of reference only.

( o) "person" includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) of two or more of the foregoing.

(p) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental,

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intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation.

SECTION-2 UTILIZATION OF THE APPROVED AMOUNT

2.1 ITFC shall, upon effectiveness of this Agreement in accordance with Section 13 hereof, make the Approved Amount available to the Recipient for the Operation.

2.2·

2.3 .

Without prejudice to Section 2.1 above ITFC may by sending written notice to the Recipient,. effective immediately on the date of sending, suspend all or some of Disbursements not yet. made by ITFC pursuant to Section 6 hereunder upon the occurrence of any exceptional circ~stances which adversely affect ITFC's access to the capital markets (all as determined by ITFC in its sole discretion). Any such

· suspension will continue until notification in writing from ITFC to the Recipient of the ·.end of ·this suspension or until ITFC cancels the relevant Disbursements which are subject to such suspension pursuant to Section 2.3.

. The ReCipient shall pay to ITFC an Administrative Fee amounting to US$900,000.00 (US Dollars Nine Hundred Thousand). Half of this Administrative Fee shall be paid as a condition of effectiveness and the remaining amotmt shall be paid at the same time when the first Sale Price is due.

2.4 . ITFC shall use its best endeavors to make the Approved Amount~ such part thereof as may be provided by the Participants, available for the Recipien.t for the Second Operation; on the following conditions:

(a) that the whole of the Sale Prices under each Transaction under the First Operation shall have been paid in full on due dates;

(b) that the Goods to be fmanced under the Second Operation shall be the same kind of Goods as in the First Operation, while, however, the quantity of the Goods· tinder the Second Operation may differ from the quantity of the First Operation;

· (c) that· no adverse change in the business, assets or financial condition of the Recipient, or the Guarantor, as well as the market and the relevant country, shall have occurred, or is likely to occur, which in the reasonable opinion of the Participants would affect the ability of the Recipient or the Guarantor to meet their respective obligations under this Agreement. ·

(d) unless otherwise stipulated by ITFC, the Second Operation shall be subject to the same terms and conditions as applied to the First Operation and the whole Financing is valid tor 9 (Nine) months from the date of the first disbursement

2.5 The Second Operation shall revolve within the availability of the exposure of the Approved Amount.

· 2.6 · All costs and expenses reasonably incurred in relation to the Murabaha facility granted under this Agreement, including legal fees, shall be borne and paid by the Recipient.

2. 7 The decision ofiTFC whether or not to enter into the Second Operation shall be notified by ITFC to the Recipient, BPC and the Guarantor within 30 (Thirty) days after the date of payment of the last Sale Price under the First Operation.

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2.8 Unless the Participants shall otherwise decide, the Second Operation shall be subject to the same terms and conditions as applied to the First Operation.

SECTION-3 PROCUREMENT OF THE GOODS

3.1 The total amount of the Purchase Prices for the Transactions executed as per this Agreemen~ shall not exceed the Approved Amount.

3.2 The Recipient as well as the BPC undertakes to provide ITFC as soon as possible with a . schedule demonstrating the quantities of Goods to be purchased· as per the Purchase Contract. The above schedule should clearly state the dates of shipments and the Purchase Price for each Transaction.

3.3 For the avoidance of doubts, it is well understood between the Parties that the Recipient as well as the BPC will purchase the Goods on behalf of ITFC ·in order to repurchase the same on Murabaha basis from ITFC in accordance with the teinis of this Agreement.

3.4 It is agreed between the Parties hereto that the Recipient is authorized to purchase t~e Goods, either directly or through the BPC, for and on behalf of ITFC, from Member Countries and Non-Member Countries. Procurement shall be in accordance with the Procurement Procedures of ITFC or any other procedure to which ITFC may in writing

. agree and shall be subject to such terms and conditions. as ITFC may detennine.

3. 5 The Recipient as well as the BPC tmdertakes ·to ensure that the Supplier is not on the List of the United Nations and the Organization of the Islamic Cooperation concerning any restrictive measure, embargo, or sanction.

3.6 The Recipient covenants that, when acting as agent, it. ~hall act as an undisclosed agent ofiTFC and it shall not disclose that it is acting as an agent ofiTFC to any third party. BPC acknowledges and accepts such undisclosed agency arrangement and covenants not to do, or omit to be done, anything, which could result in this, undisclosed agency arrangement being breached. The Recipient and the BPC agree that any act or omission of the BPC under or pursuant to this Agreement shall have the same effect as though the act or omission had been the act of the Recipient. No act or omission by the BPC shall relieve, impair or prejudice the obligations and duties of the Recipient under or pursuant to this Agreement.

3. 7 The Recipient as well as the BPC shall submit through the most expeditious mode of communication the tenns and conditions of the draft Purchase Contract for the approval of ITFC before it concludes it. Any reference to the Purchase Contract shall be taken as a reference to such contract after the approval of its terms and conditions by ITFC and its conclusion by the Recipient on ITFC's behalf. Once approved by ITFC, no material amendment to-or waiver or cancellation of the Purchase Contract shall be made or agreed by the Recipient without the prior written consent of ITFC~'

3.8 ·The Recipient as well as the BPC shall ensure that the purchase of the Goods and the signature of the Purchase Contract will be done without the assistance or intervention whether direct or indirect of any middleman or a commission agent or a similar person or party.

3.9 In acting as an agent ofiTFC, the Recipient as well as the BPC shall endeavor to act as if acting for its own account and shall take all necessary measures to protect ITFC' s

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rights and interests and will not do or omit to do anything which will be inconsistent with its obligations and responsibilities under the Agreement.

3.10 The Recipient as well as the BPC undertakes to select the Goods and to exercise as much care in satisfying itself as to matters of quality and quantity of the Goods and title thereto and of performance by the Supplier as if it were purchasing the Goods for its own account directly from the Supplier.

3.11 The Recipient as well as the BPC shall be fully and solely responsible for the quality, condition, selection and specifications ofthe Goods and for deciding the need for, and the extent and the manner of, the Transaction and storage thereof

3.12 The. Recipient as well as the BPC shall ensure that all necessary permits, exchange control· approvals, import licenses and all other consents required in connection with the import of the Goods are obtained.

3.13 The Recipient as well as the BPC shall, on behalf of ITFC, do all things and observe and perform all obligations falling to be done or observed under the Purchase Contract

· : as if the Goods are purchased by ITFC directly from the Supplier.

3.14 The Recipient as well as the BPC shall not engage itself or through any person acting on its behalf, in any Sanctionable Practices in connection with its business and operations, including the procurement or the execution of any contract relating to the Operation.

SECTION~4 INSURANCE

4.1 The Recipient shall ensure that the Goods are insured by the Supplier at all times, including marine transit until title to the Goods and all risks pass to the Recipient under the Sale Contract, with reputable insurers and in an amount acceptable to ITFC to the full Purchase Price of the Goods, against such risks as are normally insured by persons transporting goods in the same manner and of the same kind as the Goods including, without limitation, all environmental pollution risks. The Recipient shall ensure that a term of such insurance will be that the insurance proceeds shall be payable to ITFC in US Dollars. The Recipient shall comply with the terms. and conditions of the insurance and shall not perfmm or omit, consent or permit any act or omission, which might invalidate or render unenforceable the whole or any part of such insurance.

4.2 Where the draft Purchase Contract does not provide for the insurance ofthe Goods by the Supplier in the manner specified in Section 4.1 hereof, the Recipient shall, at the time of submitting the terms and conditions of the draft Purchase Contract for the approval of ITFC in accordance with Section 3. 7 hereof, advise ITFC of the arrangements it has made, or will make, to insure the Goods in the aforesaid manner in order to obtain ITFC's approval for the same. In this case the insurance cost shall be paid by ITFC and added to the Purchase Price.

4.3 The Recipient shall provide ITFC with a copy of the insurance policy entered into by the Supplier in relation to the Goods subject to Section 4.1 hereof or a conformed copy of any insurance contract or agreement concluded directly or indirectly by BPC in the manner specified in Section 4.2 hereof.

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SECTION-S DELIVERY

The Recipient shall ensure that the Purchase Contract provides for the delivery of the Goods directly to the Recipient or to its order, and the Recipient shall be responsible for checking their quality, quantity, specifications and all other matters relating thereto. For the avoidance of doubt, delivery is achieved when the Recipient takes actual or constructive possession of the Goods in its capacity as agent of ITFC.

SE~TION-6 PAYMENT OF THE PURCHASE PRICE BY ITFC

6.1 Unless ITFC otherwise agrees in writing, payment of the Purchase Price of all Goods shipped pursuant to this Agreement, shall be made by Letters of Cred!t.

6.2 Subject to Section 6.1 hereof, and where payment of the Purchase Price is to be effected by a Documentary Letter of Credit, the Recipient or BPC shall, on behalf of ITFC, open a I Documentary Letter of Credit in the manner required by the Purchase Contract in favour l-of the Supplier. Each and every Documentary Letter of Credit established under this Agreement shall contain, inter alia, the following particulars:

(a) The number of the Documentary Letter of Credit; (b) The name of the issuing bank; (c) The name of the applicant for the Credit; (d) The name of the Recipient of the Credit; (e) Description and quantity of the Goods; (f) Origin of the Goods; (g) The amount; (h) Insurance cover; (i) The expiry date; G) The latest shipment date; (k) The name of the paying bank or the negotiating bank; (1) That the Credit will be available by sight/ deferred payment; and (m) That the Letter of Credit is subject to the UCP.

6.3 Where the payment of the Purchase Price is required to be made directly to the Supplier, the Recipient or BPC shall open a Standby Letter of Credit in the form specified by the Supplier. ·

6.4 The Recipient or BPC shall communicate to ITFC, by tested tel~x or authenticated SWIFT message, the full text of the Documentary Letter of Credit or, as the case may be, the Standby Letter of Credit. Provided that the terms and conditions of the Letter of Credit or, as the case may be, the Standby Letter of Credit, are acceptable to ITFC, ITFC will, on receipt of the said telex or message, issue an Irrevocable Commitment to Reimburse.

6.5 (a)

(b)

Where a Documentary Letter of Credit is opened hereunder, ITFC will arrange reimbursement against a receipt of a certificate from the relevant bank that all the relevant terms of such Documentary Letter of Credit have been fully and properly complied with.

Where a Standby Letter of Credit is opened, ITFC will pay directly to the Supplier upon receipt of notification from the Recipient or BPC. A claim of payment to

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the Supplier shall be notified by the Recipient or BPC through its bank, to ITFC at least 6 (Six) Business Days before the value date of payment to the Supplier, indicating the exact amount, value date and details of the account to which payment is required to be made.

Amendments of any- Docwnentary Letter of Credit relating to the matters specified in Section _6.2 hereof shall be subject to the approval of ITFC. Any other amendment could be made by agreement of the parties to the Letter of Credit without reverting to ITFC provided that such amendment is consistent with the general terms and conditions of this Agreement and that Recipient or BPC shall be solely responsible for damages or risks

i associated with such amendments. However, BPC shall promptly notify ITFC of any amendment and shall be solely responsible for any damage or risk associated with any amendment.

6. 7 : The fust Letter of Credit hereunder shall be opened: (i) within 30 (Thirty) days from the 0 Effective Date for the Operation. If the Recipient or BPC fails to open the first Letter of

Credit within the periods specified herein, and ITFC is not satisfied with the justification for such failure, ITFC may, by notice to the Recipient, terminate this Agreement and may cancel the Operation.

6.8° It is agreed by the parties hereto that the whole of the Approved Amount under each of the two Operations shall be disbursed within a period of 90 (Ninety) days from the date of first. Disbursement under the Operation. Unless ITFC otherwise agrees, such part of the Approved Amount as may remain un-disbursed after the expiry of the period specified herein, will be considered cancelled.

6.9 In the event of termination or cancellation as mentioned in Sections 6.7 and 6.8 hereof, all costs and expenses arising from such termination and cancellation shall be hom jointly by the Recipient and BPC without prejudice to Participants' rights to any rights and remedies that may have accrued to Participants prior to termination or that may arise from termination.

0 6.10 : The Purchase Price shall be paid in the currency specified in the Letter of Credit, to be calculated and credited to the Recipient in USD as per the dollar exchange rate prevailing on the date of payment.

6.11 All payments to be made hereunder by the Recipient shall be made on the due dates of such payments free from, clear off and without deduction for any taxes; provided, however, if the Recipient shall at any time be ·compelled by law to withhold or deduct any taxes from any amounts payable to ITFC , then the Recipient shall pay such additional amounts as may be necessary in order that the net amounts received after withholding or deduction shall equal the amounts which would have· been received if such withholding or deduction were not required

SECTION-7 PROMISE BY THE RECIPIENT TO PURCHASE THE GOODS FROM ITFC

7.1 The Recipient undertakes to purchase the Goods from ITFC immediately upon taking -delivery thereof (as provided in Section 5) on behalf of ITFC and on the terms specified in Section 7.2 hereof to Section 22 of this Agreement.

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7.2 The Sale Contract shall be concluded on the Disbursement Date by an exchange of tested telexes or fax messages as soon as the Goods are delivered as provided in Section 5 at the port of destination in Bangladesh. The said exchange will consist of an offer from the Recipient in the form provided in Appendix-IT hereto, and an acceptance from ITFC in the form provided in Appendix-III hereto. If the Recipient fails to communicate with ITFC for. the fmalization of the conclusion of the Sale Contract after the Recipient has bought and taken delivery of the Goods on behalf of ITFC, the Recipient shall be liable to ITFC for any and all damages, costs, expenses and losses suffered by ITFC and/or the Participants as a result of the breach of the Recipient's undertaking to conclude the Sale Contract in the manner indicated herein.

SECTION-S SALE PRICE OF THE GOODS SOLD TO RECIPIENT

8.1

8.2

Each Sale Price payable by the Recipient to ITFG hereunder shall consist of the corresponding Purchase 'Price and a fixed mark-up rate of 4.30% (Four Point Three Zero per. cent) per annum. The Sale Price shall be determined two Business Days prior to the Disbursement Date of the corresponding Purchase Price and shall be communicated to the Recipient on the date of such determination.

The mark-up amount will be computed from the Disbursement Date (inclusive) until due date of the Sale Price (exclusive). ·

SECTION-9 SALE OF THE GOODS TO THE RECIPIENT WITHOUT RESPONSIBILITY OF ITFC FOR DEFECTS

As the Recipient will select the Goods relying solely on its .own skill and judgment, it is expressly agreed between ITFC and the Recipient that the Recipient shall purchase the Goods from ITFC "As - Is" on delivery without responsibility on the part of ITFC for any defect therein whether in relation to quality or otherwise. When the Recipient takes delivery of the Goods and the Sale Contract is concluded in accordance with Section 7 hereof, the Recipient shall ~cknowledge that it would examine the Goods and that it would satisfy itself as to their quality quantity, and all other relevant specifications. However, if any defect appears in the Goods, ITFC undertakes to assign to the Recipient, or to its nominee, the rights and warranties to which ITFC may be entitled under the Purchase Contract, together with any other rights and warranties which may be implied by law or custom in favour of a purchaser.

SECTION-10 DENOMINATION OF THE SALE PRICE

Each Sale Price shall be denominated and payable in US Dollars.

SECTION-11 PAYMENT OF THE SALE PRICE

11.1 The Recipient shall·pay to ITFC the Sale Price Nine (9) months from the date of the corresponding Disbursement effected by the ITFC. ·

11.2 If any payment becomes due on a day on which the banks are not officially open for business in the place where payment is to be effected by the Recipient in the currency concerned, such payment shall be made on the next following day on which such banks are open for business.

11.3 If the Recipient fails to pay any amount payable hereunder when it is due in accordance with 'the terms of this Agreement, then in addition to paying such amount, the Recipient shall pay ITFC a Late Payment Charge in respect of overdue amount and any such Late

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Payment Charge shall be calculated and applied as follows:

(a) a sum determined by ITFC after applying the formula indicated below:

Where: "A" means the unpaid amount; AxBxC . 360· "B" a sum in aggregate equal to 4.30% per annum;

"C" means the number of days from and including such due date to, and, including the date of actual payment (whether before or after judgment).

(b) . all reasonable costs and expenses (including, without limitation, any legal, or collecting agent's costs and expenses) incurred by ITFC or any other Participants as a result of delay in payment to ITFC.

11.4 The Recipient shall, after deduction of all costs and expenses incurred and demanded .by any ofthe Participants, pay any amount received pursuant to this Section 11.3 to the International Islamic Trade Finance Corporation's AccountNo.241150120215 with the Arab Banking Corporation (B.S.C.), P.O. Box 5698, Manama, Kingdom of Bahrain, Tel: +973 17 543000, Fax: +973 17 533163, Swift BIC:ABCOBHBM (IBAN:BH58ABCOUS241150120215), or such other account as the Recipient may be notified. Amounts equal to all reasonable costs and expenses incurred by ITFC shall be paid to ITFC. It should be noted that this account is a special account set by ITFC solely for charitable purposes.

'SECTION..,12 MANNER OF PAYMENT OF THE SALE PRICE BY THE RECIPIENT

12.1 The Recipient shall pay each Sale Price to ITFC by SWIFT message, telex, cable, fax, or email to such bank account as ITFC shall specify to the Recipient, or in such other manner as ITFC may direct from time to time.

12.2 Without prejudice to the generality of Section 12.1, all payments due hereunder shall be deemed to be duly paid when the following bank confirms to ITFC the receipt of such payment in ITFC's account with it:

Account Name. IDB-ITFC-SYNDICATIONS Account No. GB93SINT60928000159152 Gulf International Bank (UK) Limited One Knightsbridge, London SW1X 7XS United Kingdom SWIFT CODE: SINTGB2LXXX

12.3 All charges and expenses in connection with any payment by the Recipient to ITFC hereunder shall be paid by and shall be for the account ofthe Recipient.

12.4 All payments by the Recipient to ITFC hereunder shall be made without any set-off or .counterclaim and free and clear of all taxes, charges, deductions or withholdings of whatever nature, all of which shall be for the account of the Recipient.

SECTION-13 EFFECTIVENESS

13.1 This Agreement shall not be effective until the Recipient furnishes ITFC with a full set of original documents as listed below:

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hereunder do not constitute and will not result in any breach of any agreement, treaty or law;

(iv) all acts, conditions and things (including exchange control consents) required by the laws of Bangladesh to be done, have been fulfilled and performed in order:

(v)

(vi)

(a) to enable the Recipient lawfully to enter into and perform the obligations expressed to be assumed by it in this Agreement;

(b) to ensure that the obligations expr:essed to be ~Sumed by it in this Agreement are legal, valid and enforceable; and

(c) to make this Agreement admissible in evidence in Bangladesh without further steps or formalities have been done, fulfilled and performed in strict compliance with the laws and Con~titutio~ .of Bangladesh.

no action or administrative proceeding of or before any ·court or agency which might have a material adverse effect on the financial condition of the Recipient has been initiated or threatened;

under the laws of Bangladesh in force at the date. of this Agreement, the claims of . ITFC against the Recipient under this Agreement wili rank at least pari passu with the claims of all other similar secured creditors for any external indebtedness of the Recipient.

16.2 The BPC represents and warrants to ITFC and.ackriowledges that ITFC has agreed to this Agreement in reliance on the following representations and warranties:

(a) the BPC is duly established and validly existing under the laws of Bangladesh and has the corporate power and has obtained all required authorizations to own its assets, conduct its business as presently ·conducted and to enter into, and comply with its obligations under, this Agreement and the Transaction to which it is a party or will, in the case of any Transaction· document not executed as at the date of this Agreement, when that Transaction document is executed, have the ~orporate power to enter into, and comply with its obligations under, that Transaction document.

(b) each Transaction document to which the B~C is a party has been, or will be, duly authorized and executed by the BPC and coti.stitut~s, or will when executed constitute, a valid and legally binding obligation of the BPC, enforceable in accordance with its terms and the BPC is not, nor will it be, a party to any agreement other than the Transaction documents, and none of the Transaction documents has been, or will be, amended or mqdified except as permitted under this Agreement. · · ·

(c) neither the making of any Transaction document to which the BPC is a party nor the compliance with its terms will conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default or require any consent under; any indenture, mortgage, agreement or other instrument or arrangement to which the BPC is a party or which it is bound, or violate any of the terms or provisions of the BPC's constitutive documents or any authorization, judgment, decree or order or any statute, rule or regulation applicable to the BPC.

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(g) Any action shall have been taken or legal proceedings shall have been started for the winding up, dissolution or reorganization of the BPC or the Guarantor (otherwise than for the purposes of an amalgamation or reconstruction while solvent on terms approved by ITFC in writing) or for the appointment of a receiver, trustee or similar officer of the Recipient or of any or all revenues and assets of the Recipient.

(h) An extraordinary situation shall have arisen which (i) shall make it, in the opinion ofiTFC, improbable that the Operation can be carried out by the Recipient, or (ii) shall prevent the attainment of the purposes for which this Agreement is entered into.

(i) A representation made by the Recipient, the BPC, or the Guarantor, or any statement furnished and intended to be relied upon by ITFC in processing the Operation for approval or for entering into this Agreement, shall have been incomplete or incorrect in any matelial respect.

15.3 If

Payment of the Purchase Price by ITFC shall continue to be suspended in whole or in part, as the case may be, until the event or events which gave rise to such suspension shall have ceased to exist before the expiry of the time limit indicated in Section 15 3 or until ITFC shall have notified the Recipient that the undertaking of ITFC to pay the Purchase Price has been restored, whichever is earlier, provided, however, that in the case of any such notice of restoration, the undertaking to pay the Purchase Price shall be restored only to the extent and subject to the conditions specified in such notice, and no such notice shall affect or impair any right, power or remedy ofiTFC in respect of any other or subsequent event described in this Section.

(a) the undertaking to pay the Purchase Price shall have been suspended with respect to any part of the Approved Amount for a continuous period of 30 (Thirty) days or

(b) at any time ITFC determines, after consultation with the Recipient, that any part of the Approved Amount will not be required to finance the Operation,

15.4 ITFC may give notice to the Recipient terminating the undertaking by ITFC to disburse such part. That part of the Approved Amount shall be considered cancelled upon delivery of such notice.

SECTION-16 REPRESENTATIONS AND WARRANTIES

16; 1 The Recipient represents and warrants to ITFC and acknowledges that ITFC has agreed to this Agreement in reliance on the following representations and warranties:

(i) The Recipient has power to enter into this Agreement and to perform its obligations hereunder and all action required to authorize the execution of this Agreement and the performance by the Recipient of its obligations hereunder has been duly taken;

(ii) the obligations expressed to be assumed by the Recipient in this Agreement are legal and valid obligations binding on the Recipient in accordance with the terms;

(iii) the execution of this Agreement and the Recipient's performance of its obligations

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hereunder do not constitute and will not result in any breach of any agreement, treaty or law;

(iv) all acts, conditions and things (including exchange control consents) required by the laws of Bangladesh to be done, have been fulfilled and performed in order:

(a) to enable the Recipient lawfully to enter into and perfmm the obligations expressed to be assumed by it in tllis Agreement;

(b) to ensure that the obligations expressed to be assumed by it in this Agreement are legal, valid and enforceable; and

(c) to make this Agreement admissible in evidence in Bangladesh without fu1ther steps or fom1alities have been done, fulfilled and perfom1ed in strict compliance with the laws and Constitution of Bangladesh.

(v) no action or administrative proceeding of or before any court or agency which might have a material adverse effect on the financial condition of the Recipient has been initiated or threatened;

(vi) under the laws of Bangladesh in force at the date. of this Agreement, the claims of ITFC against the Recipient under this Agreement will rank at least pari passu with the claims of all other similar secured creditors for any external indebtedness of the Recipient.

16.2 The BPC represents and warrants to ITFC and acknowledges that ITFC has agreed to this Agreement in reliance on the following representations and warranties:

(a) the BPC is duly established and validly existing under the laws of Bangladesh and has the corporate power and has obtained all1'equired authorizations to own its assets, conduct its business as presently conducted and to enter into, and comply with its obligations under, this Agreement and the Transaction to which it is a patty or will, in the case of any Transaction document not executed as at the date of this Agreement, when that Transaction document is executed, have the corporate power to enter into, and comply with its obligations under, that Transaction document.

(b) each Transaction document to which the BPC is a party has been, or will be, duly authorized and executed by the BPC and constitutes, or will when executed constitute, a valid and legally binding obligation of the BPC, enforceable in accordance with its terms and the BPC is not, nor will it be, a party to any agreement other than the Transaction documents, and none of the Transaction documents has been, or will be, amended or modified except as permitted under this Agreement.

(c) neither the making of any Transaction document to which the BPC is a party nor the compliance with its terms will conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default or require any consent under; any indenture, mortgage, agreement or other instrument or anangement to which the BPC is a patty or which it is bound, or violate any of the terms or provisions of the BPC's constitutive documents or any authorization, judgment, decree or order or any statute, rule or regulation applicable to the BPC.

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(d)

(e)

(f)

(i) to the best of the BPC 's knowledge, after due inquiry all the authorizations (other than authorizations that are of a routine nature and are obtained in the ordinary course of business) needed by the BPC to conduct its business, carry out the Transactions and execute, and comply with its obligations under, this Agreement and each of the other Transaction documents to which. it is a party; and

(ii) except for rights that can reasonably be expected to be obtained on commercially reasonable terms at the time required, the Transaction documents contain all rights that are necessary for the conduct of the obligations .of the BPC as contemplated under this Agreement.

except. for amendments reflecting capital increases, the BPC's constitutive documents have. not been amended since 31/12/20130.

neither the BPC nor any of its property enjoys any right of immunity from set-off, suit or execution with respect to its assets or its obligations under any Transaction document.

(g) since 31/12/2013G, the BPC:

(i) has not suffered any change that has a material adverse effect or incurred any substantial loss or liability that is continuing; and

(ii) has not oodertaken or agreed to undertake any substantial obligation that will affect the BPC's ability to perform its obligations under this agreement.

(h) the financial statements of the BPC for the period ending on 31/12/20130:

(i) have been prepared in accordance with the accoooting standards, and give a tn1e and· fair view of the financial condition of the BPC as of the date as of which they were prepared and the results of the Recipient's operations during the period then ended; and

(ii) disclose all liabilities (contingent or otherwise) of the BPC or and the reserves, if any, for such liabilities and all unrealized or anticipated liabilities ·and losses arising from commitments entered into by the Recipient (whether or not such commitments have been disclosed in such financial statements). ·

(i) the BPC has good title to all of the assets purported to be owned by it, in all cases free and clear of all liens that will affect the BPC's ability to perform its obligations under this Agreement, other than permitted liens and no contracts or arrangements, conditional or unconditional, exist for the creation by the BPC of any lien;

(j) all tax returns and reports of the BPC required by law to be filed have been duly filed and all taxes, obligations, fees and other governmental charges upon the BPC,. or its properties, or its income or assets, which are due and payable or to be withheld, have been paid or withheld, other than those presently payable without penalty.

(k) . the BPC is not engaged in, to the best of its knowledge, after due inquiry, nor threatened by, any litigation, arbitration or administrative proceedings, the outcome of which could reasonably be expected to have a material adverse effect.

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(I) no judgment or order has been issued which has or may reasonably be expected to have a material adverse effect.

(m) to the best of its knowledge and belief after due inquiry, the BPC is not in violation of any statute or regulation of any authoritY.

(n) there are no ongoing, to the best knowledge of the BPC after due inquiry, or threatened, strikes, slowdowns or work stoppages by employees of the BPC or any contractor with respect to this Agreement.

( o )_ none of the representations and warranties in this Section omits any matter the omission of which makes any of such representations 'and warranties untrue or misleading in any material respect.

(p) the BPC shall not engage, through any person acting on its behalf, in any Sanctionable Practices in connection with its business and operations, including the procurement or the execution 9f any contract relating to this Agreement. ·

16.3 Each represent~tion and warranty is deemed td··be repeated by the Recipient and BPC on the date of each Disbursement. It is deemed to be made by reference to the circumstances existing at the time of the reprt:sentation or warranty.

SECTION-17 EVENTS OF DEFAULT

17.1 If any of the events specified in this Section (Events ofDefaUlt) shall have happened and be continuing, ITFC may, by notice to the Recipient and the Guarantor, declare all the outStanding Sale Price(s) due, and the same shall imtnediately be, due and payable (anything in this Agreement notwithstanding) without any further notice:

(a) any default by the· Recipient, or as the case may he by the Guarantor, shall have occurred in the payment of any amount due hereunder, or otherwise, to ITFC and the Participants, any of its affiliates, or any of the Participants, and such default shall have continued for a period of 5 (Five) days.

(b) any default other than the default specified in (a) above shall have occurred in the performance of any obligation of the Recipient, or the Guarantor, and any such default shall have continued for a period of 10 (Ten) days.

(c) any representation or warranty confirmed or made by the Recipient, or the Guarantor, in connection with the execution and delivery of this Agreement, the Guarantee, any document provided hereunder or thereunder or in connection with any request for Disbursement hereunder, shall be found to have been incorrect in any material respect and shall continue to be incorrect for a period of 15 (Fifteen) days after notice thereof shall have been given by I'!FC to the Recipient and/or Guarantor.

(d) The Guarantor shall have convened a meeting, or shall have taken any action, for the purpose of making any arrangement or composition with its creditors.

(e) the Guarantor shall have ceased temporarily or permanently, or shall have threatened to cease, for any reason whatsoever, to carry on their business or any substantial part thereof.

(f) the Recipient, or the Guarantor, shall have created or permitted to subsist any encumbrances in respect of its external indebtedness without the consent ofiTFC.

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(g)

(h)

(i)

(k)

. (I) '

the Recipient, or the Guarantor, shall have declared a moratorium upon its · indebtedness or any suspension in its payment obligations to any third party .

. the Recipient, or the Guarantor, shall have become unable to pay its debts as they fall due, or if any indebtedness of the Recipient, or Guarantor, is declared to be due and payable prior to its specified maturity or shall have become unable to make available foreign currency required to pay foreign debts or shall otherwise have either .of them become insolvent; or any encumbrance shall have lawfully taken possession or a receiver or trustee shall have been appointed of the whole or any part: of the tmdertaking or assets of the Guarantor, or a distress or execution (or analogous process) .shall have been levied or enforced upon or issued out against any of the chattels or property of the Guarantor and such distress or execution shall not have been. discharged within 15 (Fifteen) days; or an order shall have been made or an : effective resolution passed or analogous proceedings taken for the

. · Guarantor's winding up, bankruptcy or dissolution; or any othet event shall have occurred which under any applicable law would have an effect analogous to any of those events mentioned in this paragraph;

any provision of this Agreement, or the Guarantee, becomes invalid or unenforceable.

any event or circumstance shall have occurred, which iTFC believes might have a material adverse effect on the ability of the Recipient, or the Guarantor, to perform or comply with its obligations hereunder or under the Guarantee.

if the Recipient ceases to be member in good standing or becomes ineligible to use the resources of the International Monetary Fund.

at any time, during the life of this Agreement, ITFC determines that any person or entity has engaged in Sanctionable Practices, without the Recipient having taken timely and appropriate action satisfactory to ITFC to remedy the situation or to address such practices when they occur.

17.2 If any Event of Default or any event, which with lapse of time or notice and lapse of time, would become an Event of Default shall have happened, the Recipient shall immediately give ITFC notice thereof by telex or facsimile, specifying the nature of such Event of Default and any steps the Recipient is taking to remedy the same. ·

17.3 · No course of dealing, and no delay in exercising, or omission to exercise, any right, power or remedy accruing to ITFC and the Participants upon any Default hereunder or any other agreement shall impair any such right, power or remedy or be construed to be a waiver thereof or an acquiescence therein; nor shall the action of ITFC in respect of any such

· Default, or any acquiescence by it therein, affect or impair any right, power or remedy of ITFC and the Participants in respect of any other default.

SECTION-18 INDEMNITY

. 18.1 The Recipient hereby undertakes to indemnify ITFC and the Participants (each of them hereinafter referred to as "Indemnitee"), on a full and grossed-up basis against, and agrees

. to protect, save and keep harmless, the Indemnitee from any, and all obligations, fees, liabilities, losses, damages, penalties, demands, actions, judgments and expenses, including reasonable legal fees and expenses (including such legal fees and expenses

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incurred in connection with the enforcement of this Agreement), of every kind and nature whatsoever imposed on, incurred by, or asserted against an Indemnitee arising out of:

(a) ownership, possession, use, documentation, removal, return, or other applications or dispositions of the Goods, including such as may arise from:

(b)

(c)

(i) any loss or damage to any property or death or injury to any person;

(ii) defects in the Goods which could have been discovered by a reason~ble inspection; •. !

(iii) any claims based on strict liability in tort or otherwise;

(iv) any claims based on liability arising under the applicable environmental laws or environmental approvals; . .

(v) any claim regarding title to the Goods;

(vi) any claim or dispute relating to.any·Purchas~ Contract concluded by·the Recipient on behalf of ITFC hereunder or any Letter of Credit established pursuant to this Agreement.

the occurrence of any default or any other failure on the part of the Recipient to perform or comply with any term of this Agreement,. or,any document, agreement or contract entered into in relation hereto or otherwise in relation to the Goods, but excluding any claim based upon any failure oh the part of ITFC to comply with its obligations under this Agreement or any document, agreement or contract entered into by ITFC in relation hereto or otherwise in relation to the Goods;

the receipt of any payment from the Recipient ptherwise than on a due date thereof; or

. (d) any claims, encumbrances, security interests, and liens or legal processes regarding ITFC's title to or interests in the Goods.

18.2 The Recipient shall give ITFC prompt notice of any occurrence or condition known to the Recipient as a consequence of which an Indermiitee is or is reasonably likely to be entitled to indemnification. The indemnification provided in Section 18.1 above shall specifically apply to and include claims or actions brought by or on behalf of any third party against ITFC and the Participants, and the Recipient hereby expressly waives, as against the Indemilitee, any immunity to which the Recipient might otherwise be entitled under any applicable laws. The Recipient shall promptly upon request by the Indemnitee (but in any event within 15 (Fifteen) days of such request) reimburse the Indemnitee for amounts expended by it in connection with any of the foregoing 9r pay such amounts directly. The Recipient shall be subrogated to the Indemnitee's rights in any. matter with respect to which the Recipient has actually reimbursed the Indemnitee for amounts expended by it or has actually paid such amounts directly pursuant to Section 18.1 or this Section 18.2. In case any action or proceeding is brought against an Indemnitee in connection with any indemnified claim, the Indemnitee will, after receipt of notice of the commencement of such action or proceeding, notify the Recipient thereof, enclosing a copy of all papers served upon the Indemnitee. The Recipient may, and upon the Indemnitee's request, will resist and defend such action or proceeding at the Recipient's expense, or cause the same to be resisted or defended by counsel selected by the Recipient and reasonably satisfactory to the Indemnitee. In the event of any failure by the Recipient to do so, the Recipient shall

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pay all costs and expenses (including reasonable attorney's fees and expenses) incurred by the Indemnitee in connection with such action or proceeding.

18.3 The provisions ofSections 18.1 and 18.2 shall apply to the use ofthe Goods from the date of the execution of this Agreement, and this Section 18.3 shall survive the expiry or earlier termination of this Agreement and all documents, agreements and contracts entered into in relation hereto or otherwise in relation to the Goods and are expressly made for the benefit of, and are enforceable by the Indemnitee.

18 . .4 If any sum due from the Recipient llllder this Agreement or any award, order or judgment given or made in relation hereto has to be converted from the currency (the "first currency"). in which the same is payable lUlder this Agreement or under such award, order or judgment into another currency (the "second currency") for the purpose:

(a) 1naking or filing a claim or proof against the Recipient; (b) obtaining an award, order or judgment in any court or tribunal or (c) · enforcing any award, order or judgment given or made in relation to this

Agreement;

, The Recipient shall indemnify and hold harmless the Indemnitee from and against any loss suffered as a result of any difference between:

· (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency; and

(ii) · the rate or rates of exchange at which ITFC may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.

Any amount due from the Recipient under this Section 18.4, shall be due as a separate debt, and shall not be affected by judgment being obtained for any other sums due under or in respect of this Agre.ement, and the term "rate of exchange" includes any premium and ·costs of exchange payable in connection with the purchase of the frrst currency with the second currency.

18.5 Payments pursuant to. the Recipient's obligations under this Section shall be made on demand.

SECTION-19 GOVERNING LAW-SETTLEMENT OF DISPUTES

19.1 . This· Agreement shall be governed by and construed in accordance with Islamic Shariah (as set out in Shari' a Standards published by the Accounting and Auditing Organization for Islamic Financial Institutions and as interpreted by the Islamic Fiqh Academy of the Organization of Islamic Cooperation or Islamic Development Bank Group Shariah Committee).

19.2 Any dispute between the Parties to this Agreement, and any claim by any such Party against the other Pru.1y arising under the Agreement, which is not resolved by agreement of the Parties within 30 (Thirty) days from the date of notice by one Party to the other Party, shall be finally decided by an arbitration panel in accordance with the rules and procedures of the International Islamic Centre for Reconciliation and Arbitration in Dubai, UAE.

19.3 The provisions for arbitration set forth in Section-19.2 shall be in lieu of any other

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procedure for the determination of disputes between the Parties to this Agreement or any claim by such Party against the other Party arising thereunder.

19.4 If within 3 0 (Thirty) days after counterparts of the award shall have been delivered to the Parties, the award is not complied with, any Party may enter judgment upon, or institute a proceeding to enforce the award, in any court of competent jurisdiction against the other Party, may enforce such judgment by execution or may pursue any other appropriate remedy against the other Party. for the enforcement- of the award or the provisions of this Agreement.

19 .5. Service of any notice or process in connection with any proceedings under Section-19 .2 or in connection with any proceedings to eilforce arly award· rendered pursuant to Section-19.2 may be made in the manner provided in Se'ction-20 to this Agreement. The Parties to this Agreement waive any and all' other requirements for the service of any such notice or process.

19.6 To the extent that the Recipient may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid or execution, before award or judgt1;1ent or otherwise) or other legal proces~ or to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity ( w.Q.ether or not claimed), the Recipient hereby irrevocably agrees not to claim and hereby irrevo~ably waives such immunity.

19.7 The Recipient as well as the Guarantor agrees that any arbitration award or judgment rendered pursuant to this Agreement against it may be executed against its funds (assets) in any jurisdiction. The Recipient as well as the Guarantor hereby irrevocably waives any objection it may have to any suit, action or proceeding arising out of or relating to the enforcement of an . arbitration award under this Agreement, whether brought in any jurisdiction in which it has funds (assets), and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any jurisdiction has been brought in any inconvenient forum.

SECTION-20 NOTICES- REQUESTS

20.1 Any notice or request required to be given or made under this Agreement to either party shall be in writing. Such notice or- request shall be deemed to have been duly given or made when it shall be delivered by hand, mail, cable, telex, fax or authenticated SWIFT message to the address to which it is required or permitted to be given or made to such party at its address specified in Section 20.2 hereof or at such other address which such addressee shall have designated by notice to the party givmg such notice or making such request.

20.2 For purposes of Section 20.1 above, each party hereto has given its addresses as follows:

For the International Islamic Trade Finance Corporation: P.O. Box: 55335, Jeddah-21534 Kingdom of Saudi Arabia Telex: 601137 ISDB SJ Tel: +966 2 636 1400 Fax: +966 2 637 1064 E-mail: [email protected]

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For the Government ofthe People's Republic of Bangladesh: Ministry of Power, Energy & Mineral Resources Energy & Mineral Resources Division Government ofBangladesh, Dhaka-1000- Bangladesh Tel: (00-880-2) 716 6188 Fax: (00-880-2) 716 1110

For the Bangladesh Petroleum Corporation: B. S.C. Bhaban (1st Floor), Satgola Road P.O. Box No. 2052, ChittagongA100, Bangladesh Telex: 633280, 633009 FUEL BJ Fax: (00-880-31) 724910 or 720147

SECTION-21 CONFIDENTIALITY

Each of the Parties will at all times during the continuance of this Agreement and thereafter keep confidential the terms and conditions of this Agreement and information acquired for approval purposes and in consequence of this Agreement except for information which either of them may be bound to disclose under compulsion of law, rules and procedure, to their professional advisers where reasonably necessary for the performance of their professional services, or to counterparties where necessary for approval purpose or carrying into effect of the purposes.ofthis Agreement, provided that this obligation to maintain confidentiality shall not apply in relation to any information once that information has entered the public domain otherwise than in·breach of this Agreement. All third parties to whom confidential information is disclosed as permitted by this Section shall be informed of the confidential nature of the information so disclosed and be obliged to keep such information confidential.

SECTION-22 MISCELLANEOUS

22.1 The headings in this Agreement are for convenience only and are not intended, and shall not be construed, to alter, limit, or enlarge in any way the scope or meaning of the language contained in this Agreement.

22.2 The Recitals and the Appendices form an integral part of this Agreement.

22.3 The person signing this Agreement on behalf of each Party hereby represents and warrants to the other Party that he or she has the requisite legal power and authority to execute this Agreement on behalf of the Party and bind the Party to the obligations herein.

22.4 This Agreement binds and benefits the respective successors and assignees of the Parties, provided that neither of them may assign this Agreement in whole or in part without the prior written consent of the other.

22.5 This Agreement may be executed in several counterparts, each of which is an original, but all of which constitute the same agreement.

22.6 The date of this Agreement shall, for all purposes of this Agreement, be that appearing in the Preamble hereto.

[END OF SECTIONS}

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Execution Page For the People's Republic of Bangladesh

IN WITNESS WHEREOF, the People's Republic of Bangladesh through its duly authorized representative has signed this Murabaha Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF THE PEOPLE'S REPUBLIC OF BANGLADESH

Name:

Title:

ofl04

Execution Page For the International Islamic Trade "Finance Corporation

IN WITNESS WHEREOF, the Inte1national Islamic Trade Finance Corporation through its duly authorized representative has signed this Murabaha Agreement relating to the Syndicated Murabaha Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Cmde Oil and Refined Petroleum Products in an amount not exceeding USD600,000,000/- on date first written above.

FOR AND ON BEHALF OF INTERNATIONAL ISLAMIC TRADE FINANCE CORPORATION

-~--"-------------

Name:

Title:

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Execution Page For the Bangladesh Petroleum Corporation

IN WITNESS WHEREOF, the Bangladesh Petroleum Corppration through its duly authorized representative has signed this Murabaha Agreement relating. to the Syndicated Murabaha

. Financing Operation No.ITFC/1435/TF2/BD/0065 for Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD600,000~900/- on date first written above.

FOR AND ON BEHALF OF BANGLADESH PETROLEUM CORPORATION

Name:

Title:

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Appendix-1 LIST OF PARTICIPANTS Wim THEIR RESPECTIVE CONTRIBUTION

~--~--------------------------~------------~----------------

#

1.

. 2 ..

INSTITUTION

INTERNATIONAL ISLAMIC TRADE FINANCE CORPORATION (ITFC) ISLAMIC DEVELOP:MENT BANK Group P 0 Box# 55335 JEDDAH 21534, SAUDI ARABIA Tel. (+966-12) 646 8419 I 8418 Fax (+966-12) 637 10 64 NATIONAL COMMERCIAL BANK (NCB) - Correspondent Banking Division International Sector P. 0. Box# 3555 ieddah 21481 Saudi Arabia Tel: +966 12 610 7083 Fax.+ 966-12-263 1146 BANGLADESH BANK Foreign Exchange Reserve & Treasury Management Depat1ment

3. Head Office DHAKA# 1000, BANGLADESH Tel. (+880-2) 716 61 08 I 711 41 09 Fax (+880-2) 956 62 12 I 956 41 17 BARWABANK P.O.Box 27778

4. Doha- Qatar

5.

Tel. +974-4448 82 35 Fax. +974-4448 85 08 FIRST GULF BANK 26th Floor, AI Maqam Tower, Sowwah Square, AI Maryah Island, P.O. Box 2960, Abu Dhabi, United Arab Emirates Tel+ 971 2 692 07 35 Fax+ 971 2 643 06 23 DUBAI ISLAMIC BANK Credit Administration Department- RMG 4th Floor, Old Head Office Building, Deira

6. P. 0. Box # 1080

7.

DUBAI, UNITED ARAB EMIRATES Tel. (+971-4) 207-5730 Fax (+971-4) 211-2387 I 249-0433

QATAR ISLAMIC BANK P.O. BOX: 559 Doha, Qatar Tel: +974 4440 9408 Fax: +974 4435 4483

COUNTRY

SAUDI ARABIA

SAUDI ARABIA

BANGLADESH

QATAR



QATAR

US$MM

7.0

102.0

51.0

41.0

34.0

34.0

34.0

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ISLAMIC DEVELOPMENT BANK Treasury Department IDB-ISFD

8. POBox# 5925 SAUDI ARABIA 34.0 JEDDAH 21532, SAUDI ARABIA Tel.# (00-966-12) 646 74 48 Fax# (+966-12) 636 75 54 ARAB PETROLEUM INVESTMENTS CORPORATION (APICORP) P. 0. Box # 9599 ;

9. Dammam31423 SAUDI ARABIA 27.0 Saudi Arabia Tel. +966-13-847 04 44 x 132 Fax. +966-13-847 00 11 I 0022 .. ·I The Arab Investment Company SAA -Wholesale Bani{ (Branch) Building 2309, Road 2830, Block 428,

10. Seef District,

BAHRAIN 27.0 PO Box 5559, Man.ama, Kingdom of Bahrain Tel.+ (973) 17 588 856

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Fax: + (973) 17 588 983 Abu Dhabi Islamic Bank P.O. Box313 I

11. AI Bateen Area, UNITED~ 27.0 Abu Dhabi, U.A.E EMIRATES Tel. (+971 2) 610 06 27 Fax (+9712) 667 50 11 AJMAN BANK, PJSC 3 04, A&F Building Sheikh Khalifa Bin Zayed Road

UNITED ARAB 12. P.O. Box: 7770

EMIRATES 20.0

Ajman, UAE Tel. +971-6-701 81 02 Fax. +971-6-73116 62 ABC ISLAMIC BANK (E. C.) Head Office ABC Tower, Diplomatic Area

13. P. 0. Box# 2808 BAHRAIN 19.0 MANAMA, BAHRAIN Tel. (+973-17) 543 366 Fax (+973-17) 536379 EMIRATES NBD Bank PJSC Baniyas Road, Deira

UNITED ARAB 14.

P 0 Box# 777 EMIRATES 17.0

DUBAI, UNITED ARAB EMIRATES Tel. (+971-4) 609 46 20 I 6094667 Fax (+971-4) 2341970/229009712218899 EMIRATES ISLAMIC BANK PJSC 2nd Floor, Executive Building no 16 ,

UNITED ARAB 15.

Dubai Healthcare City, EMIRATES 15.0

Dubai, UAE Tel: +971 4 701 52 39 Fax: +971 4 370 80 90

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F AISAL ISLAMIC BANK OF EGYPT Foreign Relation & Investment Departmen FIBE Tower, 149 Tahrir Street, Galaa' Square

16· Dokki, Giza, P. 0. Box # 2446

CAIR.O,I;':GYPT Tel. (+20-2) 3762 12 85 Fax (+20-2) 3762 12 81 BANK ISLAM BRUNEI DARUSSALAM BERHAD Lot 159, Jalan

17. Bandar Seri Begawan Pemancha,

BS8711, Brunei Darussalam Tel: +673 2235747 Fax: +673 2235746 ISLAMIC DEVELOP:MENT BANK FAEL KHAIR PROGRAM Special Assistance Department

18. P 0 Box# 5925 JEDDAH 21432, SAUDI ARABIA Tel. (+966-12) 646 67 44 Fax (+966-12) 646 78 31 UNION DE BANQUES ARABES ET FRANCAISES (UBAF) 190 A venue Charles De Gaulle

19. 92523 Neuilly Cedex FRANCE Tel. (+33-1) 4640 61 10 Fax (+33-1) 4640 65 16 I 4640 65 17 Commercial Bank of Du bai P.O. Box 2668, Dubai, UAE

20· Tel:+ 9714 2121865

Fax:+ 971 4 2121870 BANQUE SAHELO-SAHARIENE POUR L'INVESTISSEMENT ET LE COMMERCE (BSIC) Regus Tunisie

21. hnmeuble Carthage Center, Rue duLac de Constance, Les Berges du Lac 1053

22.

Tunis -Tunisie. Tel. +216 22 275 150 Fax. +216 71 160 499 ALBARAKAISLAMICBANK AI Baraka Tower P.O. Box# 1882 Manama, Bahrain Tel. +973-17-535 300 -Ext. 153 Fax. +973-17-533 993

EGYPT

BRUNEI DARUSSALAM

SAUDI ARABIA

FRANCE


TUNISIA

BAHRAIN

14.0

14.0

10.0

8.0

7.0

7.0

7.0

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MCB BANK LIMITED Wholesale Banking Branch 3rd Floor, BKIC Building

23. Diplomatic Area

BAHRAIN 7.0 P 0 Box# 10164 MANAMA, BAHRAIN Tel. (+973-17) 53 33 06 I 53 39 77 Fax (+973-17) 53 33 08 SHARJAH ·ISLAMIC BANK Head Office Qanat AI Qasba UNITED ARAB 7.0

24. POBox #4 EMIRATES SHARJAH, UNITED ARAB EMIRATES Tel: (+971-6) 599 91 57 1-Fax (+971-6) 599 91 81 I 599 91 82 UNITED BANK LTD. - -

P. 0. Box 1367, UN~D.ARAB 25. Dubai - UNITED ARAB EMlRA TES EMIRATES 5.0

Tel: +971 4 7093741 Fax: +971 4 3297040 Federated Investors (UK) LLP ..

Liberty House 26. 222 Regent Street UK 5.0

London, W1B 5TR Tel .+44-207-618-2620 A WQAF PROPERTY INVESTMENT FUND C/o - Islamic Financial Services Industry Depanrrnent(IFS)

27. ISLAMIC DEVELOPMENT BANK

SAUDI ARABIA 3.0 P 0 Box# 5925 JEDDAH 21432, SAUDI ARABIA Tel. (+966-12) 646 7130/646 7120 Fax (+966-12) 644 80 87 ISLAMIC CORPORATION FOR THE INSURANCE OF INVESTMENT AND

1 •

EXPORT CREDIT (ICIEC)

28. ISLAMIC DEVELOPMENT BANK Group

SAUDI ARABIA 3.0 POBox# 15 722 JEDDAH 21 454, SAUDI ARABIA Tel. (00-966-12) 646 75 47 :

Fax (+966-12) 637 97 55 I 644 34 47 ARAB ISLAMIC BANK Headquarters Nablus Street, AI Bireh

29. POBox# 631 PALESTINE 3.0 RAMALLAH, PALES TINE Tel. (+970-2) 240 70 60 x 416 Fax (+970-2) 240 70 65 JORDAN ISLAMIC BANK P.O. Box 926225, Amman Hashemite Kingdom of Jordan

30. Tel: +962 6 5677377 JORDAN 3.0 Fax: +962 6 5666326

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ALUBAF ARAB INTERNATIONAL BANK B.S.C. (C) (ALUBAF) P .0. Box# 11529

31. AlubafTower, Al-SeefDistrict, BAHRAIN 3.0 Manama, Bahrain Tel +973-17-517 722 Fax. +973-17-540 094 BANK AL HABIB LIMITED 1302 AI Moayyed Tower- AI SeefDistrict

32. P.o. Box# 50786

BAHRAIN 3.0 Manama,· Bahrain T. + 973-17-564 044 F. +973-17-564 033 UNITED BANK Ltd UBL Switzerland AG Feldeggstrasse 55 ,

33. P .0 Box 1176, CH-8034 Zurich, Switzerland SWITZERLAND 2.0 Tel.+41 43 499 19 31 Fax. +41 43 499 19 33 -- --

TOTAL AMOUNT: 600.00 Million ~- -

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Appendix-II FORM OF OFFER FROM THE RECIPIENT [TO BE PRINTED AND PROVIDED ON THE LETTERHEAD]

International Islamic Trade Finance Cotporation P.O. Box: 55335 Jeddah-21534 Kingdom of Saudi Arabia

OFFER

We, [insert Name of the Counterp~rty] (the "Recipient"), in conformity with the Murab~a Agreement (the "Agreement") concluded by us with International Islamic Trade Finance Corporation ('~ITFC") on [insert the Agreement Date] in accordance with Section-7 of the Agreement, offer to buy the Goods of which we have taken delivery on behalf of ITFC on the terms and conditions provided for In Section-7 .2 to Section-22 inclusive) of the Agreement:

(i) Quantity and general description: (ii) Name and address of Supplier: (iii) L/C No. (if any): (iv) Country of origin: (v) Delivery Date: (vi) Purchase Price: (vii) Sale Price: (viii) Due Date of Sale Price:

FOR [insert the Name of the Recipient] [Signature] [insert Name of the Signatory] [insert Title of the Signatory]

**********

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Appendix-III FORM OF ACCEPTANCE BY ITFC [TO BEPRINTED AND PROVIDED ON THE LETTERHEAD]

[Insert Name of the Recipient] [Insert Complete Address]

ACCEPTANCE

The International Islamic Trade Finance Corporation (ITFC) in response to [insert Name of the Counterparty] (the Recipient)'s Offer communicated through your telex/fax number [insert ref no. and date], accepts the offer and hereby sells to the Recipient, on the terms and conditions provided. for in Section-7 .2 to Section-22 (inclusive) of the Murabaha Agreement concluded. between ITFC and the. Recipient on [insert the Agreement Date] the following Goods of which the Recipient has taken delivery on behalf of ITFC:

(i) Quantity and general description: (ii) Name and address of Supplier: (iii) L/CNo. (ifany): (iv) Country of origin: (v) Delivery Date: (vi) Purchase Price: (vii) Sale Price: (viii) Due Date of Sale Price:

For International Islamic Trade Finance Corporation [Signature] [insert Name of the Signatory] [insert Title of the Signatory]

**********

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Appendix-IV FORM OF GUARANTEE

[TO BE PRINTED ON THE LETTERHEAD]

THIS GUARANTEE is executed on _1_/ __ H (corresponding to _/_/ __ G) by Bangladesh Bank (the Central Bank) .(hereinafter referred to .as the "Guarantor") in favour of the International Islamic Trade Finance Corporation (hereinafter referred to as "ITFC") in its capacity as the Mudarib of the USD600,000,000.00 (United States Dollars Six Hundred Million) Syndicated Murabaha Financing extended to the Government of the People's Republic of Bangladesh (hereinafter referred to as "the Recipient").

WHEREAS,

A) Pursuant to the terms of a Murabaha Agreement (the "Agreement") dated __ . / __ / made between ITFC and the Recipient under which ITFC has agreed to purchase crude oil and Refmed Petroleum Products (the Goods) for an approved amount ofUSD600,000,000/- (United States Dollars Six Hundred Million) and to sell the same to the Recipient.

B) It is a condition precedent to the effectiveness of the Agreement that the Guarantor irrevocably· and unconditionally guarantees the ·performance by the Recipient of its obligations under the Agreement up to the amount of USD549,000,000.00 (United States Dollars Five Hundred Forty-Nine Million) covering the Contributions of the Participants other than Bangladesh Bank plus ~he related'Ma.fk-up.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1) Definitions

In this Guarantee:

(a) unless otherwise defined herein and unless the context otherwise requires, the tenns defined in the Agreement shall haye the same meaning herein,

(b)

(c)

the Section headings are for ease of reference only, and;

"External Indebtedness" means indebtedness of the Guarantor which is or may be payable or repayable in a currency other than the currency of Bangladesh and/or to a person resident or whose principal place of business or registered office is situated outside Bangladesh.

2) Representations and Warranties

The Guarantor represents and warrants that:

(a) it has power to enter into this Guarantee and the Currency Repatriation Undertaking ("CRU") and to perform its obligations hereunder and thereunder and all actions required to authorize the execution of this Guarantee, and the performance by the Guarantor of its obligations hereunder and thereunder has been duly taken;

(b) the Guarantor is not in breach of or default under any agreement to which it is a party or which is binding on it or any of its assets to an extent or in a manner which might have a material adverse effect on its fmancial condition;

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(c) no action or administrative proceeding of or before any court or agency, which might have a material adverse effect on the fmancial condition of the Guarantor currently exists, has been started or threatened;

(d) no. encumbrance given in respect of External Indebtedness exists over all or any of the present or future revenues or assets of the Guarantor;

(e) the execution ofthis Guarantee and CRU and the Guarantor1s performance of its obligations hereunder and thereunder (1) constitute legal, valid, binding and 'enforceable· obligations and (2) will not result in the existence of or oblige the Guanintor to· create any encumbrance over any of its present or future revenues or assets;

(f);. the execution ofthis Guarantee and CRU and the Guarantor1s pelformance of its obligations hereunder do not constitute and will not result in any breach of any agreement, treaty or law;

(g) under the laws of Bangladesh in force at the date hereof, the Guarantor will not be required to make any deduction or withholding from any payment it may make hereunder;

(h) under the laws of Bangladesh in force at the date hereof, the claims ofiTFC against the Guarantor under this Guarantee and CRU will rank at least pari passu with the claims of all other similar secured creditors for any External Indebtedness of the Guarantor;

(i) all acts, conditions and things (including exchange control consents) required by the laws and Constitution of Bangladesh to be done, fulfilled and performed in order (i) to enable the Guarantor lawfully to enter into and perform the obligations expressed to be assumed by it in this Guarantee and CRU, (ii) to ensure that the obligations expressed to be assumed by it in this Guarantee and CRU are legal, valid and enforceable and (iii) to make this Guarantee and CRU admissible in evidence in Bangladesh without further steps or formalities have been done, fulfilled and performed in strict compliance with the laws and Constitution of Bangladesh;

(j) the obligations expressed to be assumed by the Guarantor in this Guarantee and CRU constitUte legal, valid, binding and enforceable obligations binding on the Guarantor in accordance with the terms hereof;

(k) the execution of this Guarantee and CRU constitutes, and the Guarantor1s performance of its obligations hereunder will constitute commercial acts done and performed for private and commercial purposes;

(1) the Guarantor is not entitled to claim privilege or immunity from suit, execution, attachment or other legal process in Bangladesh , and

(m) in any proceeding taken in Bangladesh for the enforcement of this Guarantee the choice of English Law (subject to the Principles of Islamic Shariah) as the governing law of this Guarantee will be recognized and any judgment or award hereon will be enforced under the laws of Bangladesh;

(n) it will provide a Currency Repatriation Undertaking Letter.

The representations and warranties set out above are made on the date of this Guarantee and are deemed to be repeated by the Guarantor (with reference to the facts and

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circumstances then existing) on each day lllltil ITFC certifies to the Guarantor that its obligations hereunder are discharged ~ full.

. 3) Covenants

(a) The Guarantor shall:

(i) promptly inform ITFC of the :occurrence of any event which is or may cause (with the passage of time, the giving of notice or both) default of the Guarantor's obligations hereunder including anything constituting a misrepresentation llllder Section 2 above and upon receipt of a written request to that effect from ITFC, confnm to ITFC that save as previously notified to ITFC no such event has occurred; and

(ii) ensure that at all times the claims ofiTFC against the Guarantor under this Guarantee and CRU rank at least pari passu with the claims of all other similar secured creditors for any External Indebtedness of the Guarantor.

(b) The Guarantor shall not create or pennit 'to subsist any encumbrance in respect of its External Indebtedness over all or any of its present or future revenues or assets.

4) Guarantee

In consideration of ITFC making fimds available to the Recipient under the Transaction pursuant to the Agreement: · ·

(a) The Guarantor hereby irrevocably and unconditionally guarantees to ITFC and/or its successors, assignees and the Participants punctual payment of all amounts due and to become due from the Recipient under or pursuant to the Agreement as and when the same shall become due and payable in accordance with the terms thereof and agrees that if and whenever the Recipient shall fail to pay any such sum the Guarantor shall forthwith on written demand by ITFG. pay an amount equal to such sum to ITFC for account of the person or persons entitled thereto in the currency and in the manner required of the Recipient by the Agreement.

(b) This Guarantee shall be a primary obligation ·in respect of sums due from the Recipient and accordingly no person for whose benefit this Guarantee is given shall be obliged before enforcing this Guarantee to make any demand of or to take any proceedings against the Recipient or to enforce any other security held by it in respect of the obligations of the Recipient under the Agreement.

(c) The Guarantor hereby agrees that its obligations hereunder shall not be in any way discharged or impaired by any time or indulgence granted to the Recipient in relation to all or any of the obligations assUmed by the Recipient in the Agreement or any variation of any provision thereof (whether or not the Guarantor shall be cognizant of the same) or by any other circumstance which would or might (but for this provision) constitute a legal or equitable discharge or defence of a guarantor.

(d) This Guarantee shall continue in full force and effect irrespective of the legality, validity and enforceability of any provision of the Agreement and notwithstanding any change in the status of the Recipient until all moneys at any time owed by the

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Recipient under the Agreement and by the Guarantor hereunder have been paid and shall be in addition to and not in substitution for or derogation of any other security held by any person for whose benefit this Guarantee is given in respect of the obligations of the Recipient under the Agreement.

(e) The Guarantor agrees that so long as any sums are or may be owed by the Recipient under the Agreement, any rights which the Guarantor may at any time have by reason of performance by the Guarantor of its .obligations (i) to be indemnified by the ReCipient and/or (ii) to take the benefit (in whole or in part) of any security taken pursuant to the Agreement by all or any of the persons for whose benefit this Guarantee is given or otherwise to be subrogated to its rights against

· the Recipient shall be exercised by the Guarantor in such manner and upon such . term~ as ITFC may require (and in the meantime shall not be exercised) and further agrees to hold any moneys at any time received by it as a result of the exercise of any such rights for and on behalf and to the order of ITFC for application in or towards payment of any sums at any time owed by the Recipient under the Agreement.

(f) · A certificate delivered by ITFC to the Guarantor certifying the amount due from the Recipient under the Agreement at the date of such certificate together with an extract from the accounts maintained by ITFC under the Agreement of the amounts due from the Recipient, shall be prima facie evidence of the amount due from the Recipient thereunder.

(g) . This Guarantee shall constitute a separate obligation of the Guarantor in respect of the morieys due and to become due to each Participant through ITFC by the Recipient under or pur.suant to the Agreement and/or any related document.

(h) · Any settlement or discharge between ITFC and the Guarantor shall be conditional upon no security or payment to ITFC on behalf of the Recipient or any other person being avoided or reduced for any reason whatsoever and if any such security or payment is so avoided or reduced, ITFC shall be entitled to recover the value or amount of any such security or payment from the Guarantor subsequently as if such settlement or discharge had not occurred.

(i) Without prejudice to ITFC's rights against the Recipient as the principal obligor, the Guarantor shall as between ITFC on the one hand, and. the Guarantor on the other be deemed principal obligor in respect of its obligations hereunder and not merely surety. Accordingly, the Guarantor shall. not be discharged nor shall its liability be discharged or impaired by any act, thing, omission or means

, whatsoever whereby its liability would have been disch~ged if it had been merely a secondary obligor. This Guarantee shall remain binding on the Guarantor notwithstanding that all or any of the Recipient's obligations under the Agreement may not for any reason be valid and binding or capable of enforcement.

G) , . The Guarantor hereby irrevocably agrees to indemnify and to keep ITFC indemnified against all expenses, which ITFC may incur in proceeding against the Recipient and/or the Guarantor, until such time as the Guarantor shall have discharged all its obligations hereunder.

(k) The Agreement shall be binding on the Guarantor as though the Guarantor were a party to the Agreement.

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5) General

(a) The Guarantor hereby irrevocably and tmconditionally agrees:

(b)

(c)

. (d)

(i) to make available all US Dollar amounts needed by the Recipient to make any payment due to ITFC tmder the Agreement,

(ii)

If

(i)

(ii)

(i)

that this undertaking shall become valid from the date hereof and shall continue in full force and effect until all amoupts owed. by the Recipient to ITFC under the Agreement shall have been paid In full in US Dollars,

(i) the Guarantor is required by law to make any deduction or withholding from any sum payable by the Guarantor to any person hereunder or,

(ii) any person or ITFC on its behalf is required by law to make any payment, on accotmt of ta.X (other than tax on its overall net income) or otherwise, on or in relation to any amount received or receivable by such person hereunder, then the sum payable by the Guarantor in respect of which such deduction, withholding or payment is required to be made shall be increased to the extent necessary to ensure that, after the · miling of such deductioii, withholding or payment, such person receives and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to the sum which it would have received and so retained had no such deduction, withholding or payment been made.

If at any time the Guarantor is required by law to make any deduction or withholding from any sum payable by it hereunder (or if thereafter there is any change in the rates at which or the manner in which such deductions or withholdings are calculated) the Guarantor shall promptly notify ITFC.

The Guarantor shall deliver to ITFC within thirty days after it has made any payment from which it is required by law to make any deduction or withholding a receipt issued by the applicable tax or other authorities evidencing the deduction or withholding of all amounts required to be deducted or withheld from such payment.

The United States Dollar (the Dollar) is the currency of account and payment for each and every sum at any time due from the Guarantor hereunder

(ii) If any sum due from the Guarantor under this Guarantee or any order, award or judgment given or made in relation hereto has to be converted from a currency (the "First Currency") in which the same is payable hereunder or under such order, award or judgment into another currency (the "Second Currency") for the purpose of:

(I) making or filing a claim or proof against the Guarantor,

(II) obtaining an order or judgment in any court or other tribunal, or

(III) enforcing any order, award or judgment given or made in relation hereto, the Guarantor shall indemnify and hold harmless ITFC

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from and against any loss suffered as a result of any discrepancy between:

(1) the rate of exchange used for such purpose to convert the sum in question from the First Currency into the Second Currency and

(2) the rate or rates of exchange at which ITFC may in the ordinary course of business purchase the First Currency with the Second Currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, award, judgment, claim or proof.

(e) On each date on which an amount is due from the Guarantor hereunder the Guarantor shall make the same available to ITFC by payment in US Dollars to such account as may be designated by ITFC, each such payment to be made in time for value the same day.

(f) All payments made by the Guarantor hereunder shall be made free and clear of and without any deduction for or on account of (i) any set-off or counterclaim or (ii) any tax or other matter.

(g) If at any time any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.

(h)

(i)

(i) Each communication to be made hereunder shall be made in writing but, unless otherwise stated, may be made by telex or telefax.

(ii) Any communication or document to be made or delivered by one party to the other pursuant to this Guarantee shall (unless that party has by fifteen days' written notice specified another address) be made or delivered to that other party at the address identified below or (as the case may be) in the Agreement and shall be deemed to have been made or delivered (in the case of any communication by telex or telefax) on the date of dispatch or (in the case of communication by letter) ten days after being deposited in the post first class airmail postage prepaid in an envelope addressed to it at that address, Provided that any communication or document to be made or delivered by the Guarantor to or care ofiTFC shall be effective only when received by ITFC.

(iii) Each communication and document made or delivered by one party to the other pursuant to this Guarantee shall be in the English language.

(i)

(ii)

This Guarantee shall be binding upon and inure to the benefit of each party hereto and its successors and assigns.

The Guarantor shall not assign or transfer all or any of its rights, benefits and obligations hereunder.

(iii) . ITFC may at any time assign to any one or more of the Participants or other institutions or persons all or any part of its rights and benefits hereunder and in that event the assignee shall have the same rights against the Guarantor as it would have had if it had been a party hereto.

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G)

(k)

(iv) ITFC may disclose to a potential assignee or to any person, who may otherwise enter into contractual relations with ITFC in relation to this Guarantee, such information about the Guarantor, as ITFC shall consider appropriate.

(i) · The Guarantor hereby consents generally in respect of any legal action or proceedings arising out of or in connection with this Guarantee to the giving of any relief or the issue of any process in conneQtion with such action or proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order, award or judgment which may be made or given in such action or proceedings. ·

. . (ii)- to the extent that the Guarantor may in any jurisdiction claim for itself or

its assets immunity from suit, execution, attachment (whether in aid or execution, before award or judgment or otherwise) or other legal process or to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claime<;l), the Guarantor hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity.

This Guarantee shall be governed by and construed in accdrdance with English . · Law in so far as English Law is not contrary to the Principles of Islamic Shariah

(as set out in Sharia Standards published by the Accounting and Auditing Organization of Islamic Financial Institutions and. as interpreted by the Islamic Fiqh Academy of the Organization of Islamic Cooperation). If any provisions of English Law is applicable to this Guarantee is contrary to the Principles of Islamic Shariah, the Principles of Islamic Shariah shall preyail.

(1) Any dispute relating to this Guarantee, which Is not settled amicably within 30 (Thirty) days, shall be referred to arbitration. For this purpose, all provisions of Sections 19.2, 19.3, 19.4 and 19.6 of the .Agreement shall apply as if specifically incorporated herein.

By Name: Designation: Signature:

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I

Appendix-V FORM OF OPINION OF COUNSEL TO THE GOVERNMENT OF THE PEOPLE'S REPUBLIC OF BANGLADESH

[TO BE PRINTED ON THE LETTERHEAD]

International Islamic Trade Finance Corporation P.O. Box:· 55335 Jeddah-21534 Kingdom of Saudi Arabia

Dear Sirs,

Date:

In my capacity· as Collilsel to. the Government of the People's Republic of Bangladesh (the ."Recipient"), I have examined originals (or copies) certified or otherwise identified to my satisfaction, of the Murabaha Agreement dated as of _/_/ __ H (corresponding to _1_· _/ __ G) (the "Agreement"), providing for Murabaha Financing in an approved amount of USD600,000,000.00 (US Dollars Six Hundred Million) for the purchase of Crude Oil and Refined Petroleum Products (the "Goods") to the Recipient as provided in the Agreement and such other .documents. as I have deemed necessary or appropriate as a basis for the opinions expressed herein.

The opinions expressed herein are .limited to questions arising under the laws of the People's Republic of Bangladesh and its political subdivisions, and I do not purport to express an opinion on any question arising under the laws of any other jurisdiction.

All terms defmed in the Agreement and used but not defmed herein have the meanings given to them in the Agreement. Subject to the foregoing, it is my opinion that:

(a) The Recipient has the power and authority to own its property, to conduct its business as cunently conducted and to consummate the transactions contemplated in the Agreement.

(b) The Recipient has taken all necessary actions, to authorize the execution and delivery of the Agreement and all other documents to be executed and delivered by it in connection with the Agreement, the performance of its obligations under the Agreement and the consummation of the transactions contemplated in the Agreement.

(c) The Agreement has been duly executed and delivered by the Recipient and constitutes a legal, valid and ·binding obligation of the Recipient enforceable against the Recipient in accordance with its terms.

(d) All corporate and governmental authorizations and actions of any kind necessary to autho~ze or required for the validity or enforceability of the obligations contemplated under the Agreement against the Recipient have been obtained or performed and are valid and subsisting in full force and effect.

(e) The Bangladesh Petroleum Corporation (BPC) has the power and authority to conduct its business as currently conducted and to consummate the transactions contemplated in the Agreement.

(f) BPC has taken all necessary action, to authorize the execution and delivery of the Agreement and all other documents to be executed and delivered by it in connection with the Agreement, the performance of its obligations under the Agreement and the consununation of the transactions contemplated in the Agreement.

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(g) No event has occurred, and is continuing, that constitutes, or that with the giving of notice or the lapse of time or both, would constitute a default under any agreement or instrument evidencing any obligation of the Recipient, and no such event will occur upon the making of any disbursement under the Agreement.

(h) No consent of, approval of, or notice to, any creditor of the Recipient, is required by the terms of any agreement, or instrument evidencing any obligations of the Recipient, for the execution or delivery of, or the performance of the obligations of the Recipient under the Agreement or the consummation of the transactions contemplated ~n the Agreement, and that execution, delivery, performance and consummation will not result in any breach or. violation of, or constitute a default under, the Constitution of the Peoples Republic of Bangladesh or any agreement, instrument, judgment or order known to me, or any statute, rule, regulation or law, applicable to the Recipient or to any of its property.

(i) There are no actions or proceedings pending or, to my :knowle<;lge, threatened, the adverse determination of which might have a materially ·adverse effect on the fmancial condition of the Recipient or impair the ability of the Recipient to peifonn its''obligations under, or affect the validity or enforceability of, the Agreement.

G) The Recipient has good title to its property ·free and clear of all liens and other encumbrances, and its obligations under the Agreement rank at ~ea.St pari passu with all its other similar secured creditors for any external indebtedness.

(k) The execution and delivery of the Agreement are not subject to any tax, duty, fee or other charge, including, without limitation, any registration or transfer tax, stamp duty or similar levy, imposed by or within Bangladesh or any political subdivision or taxing authority thereof or therein.

(1) Neither the Recipient nor its property has any right of immunity on grounds of sovereignty or otherwise from jurisdiction, attachment (before or after judgment) or execution in respect of any action or proceeding relating in any way to the Agreement that may be brought in the courts of Bangladesh.

(m) The execution and delivery of the Agreement by the Recipient and performance of its obligations thereunder constitute commercial transactions.

(n) The choice by the parties to the Agreement of the Islamic Shariah as governing law, and the agreement of the parties to settle disputes arising under the Agreement by Arbitration, is legal, valid and binding on the Recipient.

( o) It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence· of the Agreement, in the courts of Bangladesh, that it be filed, recorded, registered or enrolled with any court or Recipient agency of or in Bangladesh or stamped with any stamp or similar transaction tax.

(p) It is not necessary, under the laws and Constitution ofBangladesh in order to enable ITFC to enforce its rights under the Agreement or by reason of the execution of the Agreement or the performance by ITFC of its obligations thereunder that ITFC should be licensed, qualified or entitled to carry on business in Bangladesh.

( q) ITFC will not be deemed to be resident, domiciled, to carry on business or subject to taxation in Bangladesh by reason only of the execution, performance and/or enforcement of the Agreement, the purchase of the Goods by ITFC and the.sale thereof to the Recipient pursuant to the Agreement, and no withholding taxes will be imposed on any amounts otherwise receivable by ITFC under the Agreement.

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(r) Any award given, or any decision made by an Arbitration Tribunal with respect to the Agreement shall be enforceable in Bangladesh.

This opinion may be relied upon by ITFC and each Pmiicipant, its successors and assigns.

Yours tnlly,

Name: Title: Signature:

***********

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Appendix-VI FORM OF LEGAL OPINION OF COUNSEL TO THE GUARANTOR [TO BE PRINTED ON LETTERHEAD]

International Islamic Trade Finance Corporation P.O. Box: 55335 Jeddah-21534 Kingdom of Saudi Arabia

Dear Sirs:

In my official capacity as I have examined originals (or copies) certified or otherwise identified to niy satisfaction of the following documents _relating to the Murabaha Agreement dated _/_/ __ H (corresponding to_/_/_· _G), (the "Agreement") providing for Murabaha financing · in an approved amount of USD600,000,000.00. (U.S. Dollars Six Hundred Million) (the "Murabaha Financing") for the purchase of Crude Oil and Refined Petroleum Products (the "Goods") to the Recipient as specified ·in the Agreement with the Guarantee of Bangladesh Bank (the "Guarantor);

1) The Agr_eement; .· . 2) Guarantee by the Guarantor (the "Guarantee") in ~ppendix-N to the Agreement; 3) The Currency Repatriation Undertaking Letter (the '.'CRU") from the Guarantor in the

form provided in Appendix-vn to the Agreement; - I •

4) Such other documents as I have deemed necessary or appropriate· as a basis for the opinions expressed herein. ·

The opinions expressed herein are limited to questions arising under the laws of Bangladesh and its political subdivisions and I do not purport to express an opinion on any question arising under the laws of any other jurisdiction.

All terms defined in the Agreement and used but not defined herein have the meanings assigned to them in the Agreement.

Subject to the foregoing, it is my opinion that:

A) The Guarantor has the power and authority to own its propertY, to conduct its business as currently conducted and to consummate the transactions contemplated in the Guarantee andCRU. . .

B) The Guarantor has taken all necessary action to execute the Guarantee and CRU, to execute and deliver all other documents to be executed and delivered by it in connection with the Agreement and to perform its obligations under the Guarantee and CRU.

C) The Guarantee and CRU has been duly executed and delivered by the Guarantor and constitutes legal, valid and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with the terms thereof irrespective of the legality, validity or enforceability of any provision of the Agreement.

D) All governmental authorizations and actions of any kind necessary to authorize the Guarantee and CRU or required for the validity or enforceability againSt the Guarantor of the Guarantee and CRU have been obtained or performed and are valid and subsisting in full force and effect.

E) To the best of my knowledge, no event has occurred and is continuing that constitutes, or that, with the giving of notice or the lapse of time or both, would constitute, a default under

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any agreement or instrument evidencing any obligation of the Guarantor, and no such event will occur upon the execution by the Guarantor of the Guarantee and CRU.

F) No consent or approval of, or notice to, any creditor of the Guarantor is required by the terms of any agreement or instrument evidencing any obligation of the Guarantor for the execution or the delivery by the Guarantor and CRU of, or the performance of its obligations under, the Guarantee and CRU and that execution, delivery and performance will not result in any breach or violation of, or constitute a default under, any agreement, instrument, judgment or order known to me, or the Constitution of Bangladesh or any statt~te, rule orregulation, applicable to the Guarantor or to any of its property.

G). No further governmental consents are required for remittance ofthe proceeds under the Guarantee and CRU.

H) There are no actions or proceedings pending or, to my knowledge, threatened the adverse dete1mination of which might have a materially adverse effect on the financial condition of the Guarantor or impair the ability ofthe Guarantor to perform its obligations under, or affect the validity or enforceability of, the Guarantee and CRU.

I) The Guarantor has good title to its property free and clear of all liens and other encumbrances, and its obligations under the Agreement, the Guarantee and CRU shall rank at least pari passu with all its other similar secured creditors for any external indebtedness .

. J) The execution and delivery of the Guarantee and CRU are not subject to any tax, duty, fee or other charge, including, without limitation, any registration or transfer tax, stamp duty or similar levy, imposed by or within Bangladesh or any political subdivision or taxing authority thereof or therein.

K) Neither the Guarantor nor its property has any right of immunity on grounds of sovereignty or otherwise from jurisdiction, attachment (before or after judgment) or execution in respect of any action or proceeding relating in any way to the Guarantee and CRU that may be brought in the courts of Bangladesh.

L) The execution and delivery .of the Guarantee and CRU by the Guarantor and performance of its obligations thereunder constitute commercial transactions.

M) The governing law stated in the Guarantee is legal, valid and binding.

N) It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Guarantee and CRU, in the courts of Bangladesh, that they be filed, recorded, registered or enrolled with any court or government agency of or in Bangladesh or stamped with any stamp duty or similar transaction tax.

0) It is not necessary under the laws and Constitution of the Peoples Republic of Bangladesh in order to enable ITFC to enforce its rights under the Guarantee and CRU that ITFC be licensed, qualified or entitled to carry on business in Bangladesh.

P) ITFC will not be deemed to be resident, domiciled to carry on business or subject to taxation in Bangladesh by reason only ofthe execution, performance and/or enforcement of the Guarantee and CRU, or the purchase of the Goods by ITFC and the sale thereof to 'the Recipient pursuant to the Agreement and no withholding tax will be imposed on any amounts otherwise receivable by ITFC under the Agreement.

Q) The Guarantor is duly organized and validly existing under the laws of Bangladesh and has the power and authority to own its property, to conduct its business as currently conducted and to consummate the transaction contemplated in the Guarantee and CRU.

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R) Any award given or decision made by an Arbitration Tribunal in connection with the Guarantee and CRU will be enforceable in Bangladesh.

lbis opinion may be relied upon by ITFC and each Participant, its successors and assigns.

Very truly yours,

Name: Title: Signa~e:

***********

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Appendix-VTI CURRENCYREPATRIATIONUNDERTAKING [TO BE PRINTED ON THE LETTERHEAD]

International Islamic Trade Finance Corporation P.O. Box: 55335 Jeddah-21534 Kingdom of Saudi Arabia

In consideration of the International Islamic Trade Finance Corporation (ITFC), in its capacity as the Mudarib of the Syndicated Murabaha Financing providing Murabaha Financing to the Government of the People's Republic of Bangladesh (the "Recipient") in an approved amount of USD600,000,000.00 (US Dollars Hundred Million) for the purchase of Crude Oil and Refined · Petroleum Products (the "Goods") or any part thereof, making ayailable t9 the Recipient for purchases of the Goods in accordance with terms and conditions of the Murabaha Agreement made between ITFC and the Recipient on _1_/ __ H (corresponding to _/_/ __ G), (the Agreement), Bangladesh Bank (the Central Bank of Bangladesh) (the Bank), hereby irrevocably and unconditionally undertakes to make available all US Dollar amounts needed by the Recipient to make any and all payments due to ITFC from the Recipient under the Agreement, from time to time.

This Undertaking shall become valid from the date hereof and shall continue in full force and effect until all amounts owed by the Recipient to ITFC under the Agreement shall have been paid in full in US Dollars .

. This Undertaking shall apply to the Operation and shall inure to the benefit ofiTFC and its assigns and successors.

This Undertaking shall be governed by and be construed in accordance with the English Law in so far as English Law is not contrary to the Principles of Islamic Shariah. If any provisions of English Law applicable to this Undertaking are contrary to the Principles of Islamic Shariah, the Principles oflslamic Shariah shall prevail.

Capitalized terms used and not otherwise defined herein shall have the meaning given in the Agreement.

FOR AND ON BEHALF OF BANGLADESH BANK (the Central Bank of Bangladesh)

Name: Title:

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