Deed of agreement related Company

DEED OF AGREEMENT

This DEED OF AGREEMENT is made on this the _____ day of _______________, 2004.

BETWEEN

COMPANY 1., a private company limited by shares incorporated under the Companies Act, 1994, having its registered office at address___________________-, represented by its Managing Director, Mr. M, hereinafter referred to as the MORTGAGOR (which expression shall unless excluded by or repugnant to the context mean and include its successors-in-interest, legal representatives, executors, administrators and assignees) of the FIRST PART.

AND

BANK 1, Head Office, address____________________, hereinafter referred to as ‘PBL’ (which expression shall unless excluded by or repugnant to the context mean and include their successors-in-interest, legal representatives, administrators and assignees) of the SECOND PART.

AND

1.                BANK 1, Head Office, address_______________ (hereinafter referred to as the ‘Agent’);

2.                BANK 2, Head Office, address_______________;

3.                BANK 3, Head Office, address_______________;

4.                BANK 4, Head Office, address_______________;

5.                BANK 5 address_______________;

6.                BANK 6, Head Office, address_______________;

7.                BANK 1, Head Office address_______________;

Parties Nos. 2-7 are hereinafter collectively referred to as the ‘MORTGAGEE BANKS’ and individually as ‘the MORTGAGEE BANK’ (which expression shall unless excluded by or repugnant to the context mean and include their successors-in-interest, legal representatives, administrators and assignees) of the THIRD PART.

WHEREAS:

A.            On the application of the MORTGAGOR, PBL through its “K” Branch granted various credit facilities of Tk. 32,00,00,000.00 (Taka thirty two crore) only (the ‘PBL Loan’) to the MORTGAGOR vide Sanction Letter No. Prime/MJ/CR/2003/657 dated 24.04.2003 (the ‘Sanction Letter’) against securities, inter alia, legal mortgage of land measuring 17 bigha 3 khatas 8 chattaks 32 sft. or 566.84 decimals, more particularly described in the schedule below (the ‘Scheduled Land’) by way of Deed of Mortgage No. _____ dated 17.04.2004 executed by the MORTGAGOR in favour of the “K” Branch of PBL (hereinafter referred to as the ‘Deed of Mortgage’);

B.             By a Facility Agreement dated 18.07.2004 entered into between the MORTGAGOR as borrower, the Agent and the MORTGAGEE BANKS as lenders (the “Facility Agreement”), the MORTGAGEE BANKS have agreed to grant the MORTGAGOR a syndicated term loan of a maximum amount of Tk. 39,00,00,000.00 (Taka thirty nine crore) only (the “Syndicated Term Loan”) on the terms and conditions contained therein;

C.            The MORTGAGEE BANKS have agreed to grant the Syndicated Term Loan to the MORTGAGOR on conditions, inter alia, that the MORTGAGOR will create equitable mortgage over the Scheduled Land securing the Syndicated Term Loan on the understanding amongst the parties hereto that:

(i)               the MORTGAGOR shall not redeem the legal mortgage under the Deed of Mortgage without first redeeming the equitable mortgage created/to be created securing the Syndicated Term Loan;

(ii)              in the event of default by the MORTGAGOR under the Syndicated Term Loan, PBL can enforce the legal mortgage for the entire credit facilities granted to the MORTGAGOR by PBL and the MORTGAGEE BANKS under the Sanction Letter and the Facility Agreement respectively;

(iii)            in exercise of the right conferred on PBL pursuant to Section 12 of the Artha Rin Adalat Ain, 2003 (the ‘Act’), if the Scheduled Land is foreclosed, the enforcement proceeds shall be shared amongst PBL and the MORTGAGEE BANKS on pro rata basis;

(iv)            the MORTGAGOR shall waive all rights of any entitlement to any residual amounts from the sale of the Scheduled Land by PBL under Section 12 of the Act in favour of the MORTGAGEE BANKS;

D.            All the parties hereto have agreed to such conditions.

NOW THE PARTIES ABOVE NAMED HAVE AGREED AS FOLLOWS:

1.                That in order to secure the PBL Loan granted to the MORTGAGOR by PBL, the MORTGAGOR has already created legal mortgage under the Deed of Mortgage in favour of PBL.

2.                That the MORTGAGOR further in consideration of the MORTGAGEE BANKS granting the Syndicated Term Loan to the MORTGAGOR, the MORTGAGOR has created equitable mortgage on the Scheduled Land covering the Syndicate Term Loan of Tk. 39,00,00,000.00 (Taka thirty nine crore) only.

3.                That the MORTGAGOR hereby undertakes and confirms that the legal mortgage under the Deed of Mortgage although executed securing the PBL Loan only shall also cover the Syndicated Term Loan granted to the MORTGAGOR by the MORTGAGEE BANKS. This deed of agreement will thereby be applicable for all further enhancements by sanctions, excess drawings or limits exceeding due to application of interests.

4.                That the MORTGAGOR hereby undertakes and covenants that it will not redeem the legal mortgage under the Deed of Mortgage without first redeeming the equitable mortgage created to secure the Syndicated Term Loan.

5.                That the MORTGAGOR hereby acknowledges and confirms that in the event of default by the MORTGAGOR under the Syndicated Term Loan, PBL can enforce the legal mortgage under the Deed of Mortgage for the entire credit facilities granted to the MORTGAGOR by PBL and the MORTGAGEE BANKS under the Sanction Letter and the Facility Agreement respectively.

6.                That PBL and the MORTGAGEE BANKS hereby agrees that in exercise of the right conferred on PBL pursuant to Section 12 of the Act, if the Scheduled Land is foreclosed, the enforcement proceeds shall be shared amongst PBL and the MORTGAGEE BANKS on pro rata basis.

7.                That the MORTGAGOR hereby waives all its rights of any entitlement to any residual amounts from the sale of the Scheduled Land by PBL under Section 12 of the Act in favour of the MORTGAGEE BANKS.

8.                That on repayment of PBL Loan and the Syndicated Term Loan and on payment of all interests and other charges due thereon the MORTGAGOR at its own costs, will be entitled to redeem the Scheduled Land from PBL and the MORTGAGEE BANKS free from all encumbrances and charges accruing on PBL and the MORTGAGEE BANKS and on such redemption the legal mortgage under the Deed of Mortgage created to secure the PBL Loan and the equitable mortgage created to secure the Syndicated Term Loan shall be deemed to have been extinguished.

SCHEDULE OF THE PROPERTY

All that piece and parcel of land measuring 17 (seventeen) bigha 3 (three) Khatas 8 (eight) Chhattaks 32 (thirty two) sft. or 566.84 decimals situated in the address________________ being Plot No. 35 (new) 164, 165, 166, 170, 171, 172 (old) of the lay out plan of address______________________, butted and bounded by:

On the North                :           Road

On the South                :           Road

On the East                  :           Road

On the West                 :           Plot No. 36

along with all constructions and building constructed and to be constructed thereon together with all rights, interests, title, easements etc. attached thereto.

IN WITNESS WHEREOF, THE PARTIES ABOVE NAMED HAVE CAUSED THIS DEED TO BE EXECUTED ON THE DAY, MONTH AND YEAR MENTIONED ABOVE.

Signature of the MORTGAGOR : For: Company 1. ______________________________

Name: Mr. B

Designation: Managing Director
In witness of : ______________________________Name:Address:
Signature of  Bank 1
 : For: Bank 1______________________________Name: Mr. C

Title: Managing Director
In witness of : ______________________________Name: Mr. DTitle: Senior Assistant Vice President
Signature of the AGENT : For: Bank 1______________________________Name: Mr. C

Title: Managing Director
In witness of : ______________________________Name: Mr. DTitle: Senior Assistant Vice President
Signature of the LENDERS : For: Bank 2______________________________Name: Mr. E

Title: Managing Director

For: Bank 3

______________________________

Name: Mr. F

Title: Managing Director

For: Bank 4

______________________________

Name: Mr. G

Title: Managing Director

For: Bank 5

______________________________

Name: Mr. H

Title: Chief Executive Officer

For: Bank 6

______________________________

Name: Mr. I

Title: Managing Director

For: Bank 1

______________________________

Name: Mr. C

Title: Managing Director
In witness of : ______________________________Name:Address:

Drafted by:

For: “The Lawyers & Jurists”
M.L.Hotel Tower Ltd,208,Shahid Syed Nazrul Islam Sarani,
Bijoy Nagar, Dhaka-1000.
www.lawyersnjurists.com

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