Deed of Agreement between companies

DEED OF AGREEMENT

This DEED OF AGREEMENT is made on this the ———– day of —————— Two Thousand Ten of the Christian Era.

BETWEEN

X Agro Industries (Pvt.) Limited, a private company limited by shares incorporated in Bangladesh under the relevant of Companies Act 1994, having its registered office address at _______________________________ & Factory address ____________________________, represented by its Managing Director Mr. __________________________, hereinafter referred to as the “FIRST PARTY” (which expression shall unless excluded by or repugnant to the context mean and include its successors-in-interest, legal representatives, executors, administrators and assignees).

AND

Y Basket Limited, a private company limited by shares incorporated in Bangladesh under the relevant of Companies Act, 1994, having its registered office address at House No. 34, Road No. 27 (old), Dhanmondi Residental Area, Dhaka, represented by its Managing Director Mr. _____________________________, hereinafter referred to as the “SECOND PARTY” (which expression shall unless excluded by or repugnant to the context mean and include its successors-in-interest, legal representatives, executors, administrators and assignees).

AND

Dutch-Bangla Bank Limited, a scheduled bank incorporated under the Companies Act, 1994 and governed by the Bank Companies Act, 1991, carrying out its banking business having its Head Office at Sena Kalyan Bhaban (3rd, 4th & 5th Floor), 195, Motijheel Commercial Area, Dhaka-1000, along with one of its branch office namely “Dhanmondi Branch”, ‘Snigdha’, House No. 500A-1/A, Road No. 8, Dhanmondi R/A, Dhaka-1205, hereinafter referred to as the “THIRD PARTY” (which expression shall unless excluded by or repugnant to the context mean and include its successors-in-interest, legal representatives, executors, administrators and assignee).

WHEREAS, the First Party, a private company in Bangladesh and manufacture of product a various agro basis items i.e. Assorted Food items, Beverage, Dairy etc (hereinafter referred to as ‘Product’), having it factory address at ………………………………………………………..

AND WHEREAS, the First Party has intend to allow the marketing and sales to be processed, manufactured, resourced, imported etc through its clients Y Basket Limited, i.e. Second Party all over Bangladesh or out side Bangladesh.

AND WHEREAS, Second Party at the request to the Third Party has sanctioned an aggregate credit facilities of Tk.24,00,00,000.00 (Taka twenty four crore) only (hereinafter referred to as the ‘Loan’) in the form of (i) Letter of Credit (Sight/deferred)-Revolving limit of Tk.5,00,00,000.00 (Taka five crore) only (ii) Loan Against Trust Receipt (Revolving) limit of Tk.4,00,00,000.00 (Taka four crore) only & (iii) Cash Credit (Hypothecation)-Revolving limit of Tk.15,00,00,000.00 (Taka fifteen crore) only, vide its Sanction Reference No. DBBL/110/2009/3405 dated November 17, 2009.

THEREFORE THE ABOVE-MENTIONED PARTIES TO THE PRESENT AGREEMENT STATE, AFFIRM, DECLARE, ACKNOWLEDGE AND UNDERTAKE THE FOLLOWING:

1.         Undertaking of the FIRST PARTY:

The FIRST PARTY hereby undertakes that

1.1         The Second Party as a sole Distributor for marketing, Trading and Distributing of whole products for an initial period of 05 (five) years which may be renewable for further period on the basis of mutual understanding between First Party and Second Party.

1.2         until and unless the total liability of the Second Party with the Third Party is settled to the fullest