Deed of Corporate Guarantee
THIS DEED OF CORPORATE GUARANTEE IS made AT DHAKA on this the _______day of ____________, 2008 of THE Christian era.
By Natioanl Housing finance & Investment Limited, a non-banking financial institution licensed by Bangladesh Bank and incorporated in Bangladesh under the Companies Act, 1994 having its office at National Plaza (7th floor), 1/G, Free School Street, Sonargaon Road, Dhaka, hereinafter referred to as ‘Guarantor Company’ (which expression shall unless excluded by or repugnant to the context be deemed to mean and include its successors-in-interest, legal representatives, administrators and assignees) of the ONE PART.
In favour of Shahjalal ISLAMI Bank Limited, a scheduled bank in Bangladesh incorporated and governing its banking business under the relevant Companies Act having its Head Office at Jiban Bima Bhaban-Front Block (4th floor), 10, Dilkusha Commercial Area, Dhaka-1000 and a branch office known as Kawran Bazar Branch, 13, Kazi Nazrul Islam Avenue, T.K. Bhaban (Ground Floor), Kawran Bazar, Dhaka-1215, hereinafter referred to as the ‘Bank’ (which expression shall unless excluded by or repugnant to the context be deemed to mean and include its successors-in-interest, legal representatives, administrators and assignees) of the OTHER PART.
Whereas the Guarantor Company being in need of financial assistance requested the Bank for sanctioning loan facilities and pursuant to such request the Bank has sanctioned to the Guarantor Company a Bai-Mujjal Term Loan of Tk.5,00,00,000.00 (Taka five crore) only (hereinafter referred to as ‘Loan’) on terms and conditions set forth in the Sanction Letter Nos. SJIBL/KRB/INV/2007/856 dated 26.06.2007, SJIBL/KRB/INV/2008/1177 dated 10.03.2008 and Loan Agreement dated ____________ (hereinafter collectively referred to as ‘Loan Contract’, entered into between the Bank and the Guarantor Company) by way of SECURED CREDIT FACILITIES.
AND WHEREAS the Guarantor Company in consideration of the Bank’s having sanctioned the Loan to the Guarantor Company, has agreed to execute this unconditional and irrevocable guarantee in favour of the Bank on the terms and conditions hereinafter appearing.
AND WHEREAS the Guarantor Company has adopted a resolution in the meeting of the Board of Directors held on _________________ for standing surety for payment of debts of the Guarantor Company with the Bank.
NOW IT IS HEREBY AGREED AS FOLLOWS:
- The Guarantor Company hereby irrevocably and unconditionally guarantees as primary obligor and not as surety merely, without any reference to it, the due and punctual payment of all principal, interest and any other amounts due and payable by the clients of the Guarantor Company to the Bank under the “Loan Contract” whether at any stated date or, as the case may be, at any earlier date following any demand by the Bank to make payment under the “Loan Contract”.
- As a separate and independent stipulation, the Guarantor Company agrees that if any purported obligation or liability of it which would have been the subject of this Guarantee had it been valid and enforceable, is not or ceases to be valid or enforceable against the Guarantor Company on any ground whatsoever whether or not known to the Bank (including, without limitation, any irregular exercise or absence of any corporate power or lack of authority of, or breach of duty by any person purporting to act on behalf of the Guarantor Company (as the case may be) or any legal or other limitation, whether under the Limitation Acts or otherwise or any disability or incapacity or any change in the constitution of the Guarantor Company (as the case may be), the Guarantor Company shall nevertheless be liable to the Bank in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor Company were the principal debtor in respect thereof.
- The Guarantor Company hereby agrees to keep the Bank fully indemnified on demand against all losses, costs and expenses arising from the failure of the Guarantor Company to perform or discharge any such purported obligation or liability. The Guarantor Company further agrees to reimburse the Bank on demand for all legal and other costs, charges and expenses on a full and unqualified indemnity basis, which may be incurred by the Bank in relation to the enforcement of this Guarantee against the Guarantor Company. This indemnity shall constitute a separate and independent obligation of the Guarantor Company and shall apply irrespective of any indulgence granted to the Guarantor Company from time to time.
- As the Loan have been further secured by hypothecation and/or pledge of the Guarantor Company’s movable assets and/or mortgage of the Guarantor Company’s immovable properties under separate security documents executed by the Guarantor Company in favour of the Bank, the Guarantor Company agrees that no failure in performing any of the stipulations or terms of the said security documents and no default of the Bank in requiring or enforcing the observation or performance of any of the said stipulations or terms shall have the effect of releasing or discharging in any manner the liability of the Guarantor Company under these presents.
- The guarantee herein contained shall be enforceable against the Guarantor Company notwithstanding the securities aforesaid or any of those or any other collateral securities that the Bank may have obtained or may obtain from the Guarantor Company or any other person shall at the time when the proceedings are taken against the Guarantor Company hereunder be outstanding and/or enforced and/or remain unrealised.
- This guarantee shall be a continuing guarantee and therefore shall remain in full force and effect until all principal, interest and any other amount due and payable by the Guarantor Company under the “Loan Contract” have been paid up.
- Notwithstanding the Bank’s rights under any security which the Bank may have obtained or may obtain the Bank shall have fullest liberty to call upon the Guarantor Company to pay the principal sum not exceeding Tk.5,00,00,000.00 (Taka Five Crore) only together with interest, costs, charges and expenses and/or other monies for the time being due to the Bank in respect of or under the said credit facility and/or requiring the Bank to enforce any remedies or securities available to the Bank.
- The guarantee herein contained shall not be determined or in any way prejudice by any absorption of or by the Bank or by any amalgamation thereof or therewith but shall ensure and be available for and by the observing or amalgamated Bank or concern.
- This guarantee shall be irrevocable and enforceable against the Guarantor Company. The Bank may proceed to enforce this guarantee against the Guarantor Company without being under any obligation to proceed against the Guarantor Company.
- The Guarantor Company hereby agrees and confirms that the Bank shall be entitled to adjust, appropriate or set-off all monies held by the Bank to the credit of or for the benefit of the Guarantor Company on any account or otherwise howsoever towards the discharge and satisfaction of the liability of the Guarantor Company under these presents.
- The Guarantor Company agrees that any admission or acknowledgement in writing signed by the Guarantor Company of the liability or indebtedness of it in relation to the said Loan and or any part payment as may be made by the Guarantor Company towards the principal sum hereby guaranteed, if any judgement, award or order obtained by the Bank against the Guarantor Company shall be binding on it and the Guarantor Company accept the correctness of any statement of account that may be served on the Guarantor Company which is duly certified by any officer of the Bank and the same shall be binding and conclusive as against the Guarantor Company also.
- All payments by the Guarantor Company shall be made net without set-off or counterclaim, and free and clear and without deduction of any present or future taxes or duties of whatever nature imposed or levied by the taxing authority of the Government or any authority therein or thereof.
- The Guarantor Company agrees that the Guarantor Company shall as soon as available furnish to the Bank a copy of its most recent balance sheet and statement of income for a quarterly period which is prepared in accordance with sound and prudent accounting principles and consistently applied.
IN WITNESS WHEREOF the GUARANTOR COMPANY hereto has MADE this DEED OF CORPORATE GUARANTEE on the day, month and year written first above.
National Housing Finance and Investment Limited
(Authorized seal & signature)
Sealed, signed & delivered by
National Housing Finance and Investment Limited,
Through its authorized signatory in terms
of Board Resolution dated ______________
In the presence of:
Enclosure: A copy of Extract of the Resolution passed by the Board of Directors of the Guarantor Company.