Legal opinion and re-examination of property documents, A/C Company 1.

Mr. Z

Address….

Dear Sir,

RE:     Legal opinion and re-examination of property documents, A/C Company 1.

We refer to your letter No. ………………… dated May 29, 2007 and our legal opinion No. …………………… dated 26 May, 2007 and the telephonic conversation on 06.06.2007 on the above subject.

In our opinion dated 26 May, 2007, we had asked Bank 1 o follow Approach 2, i.e. upon redemption of the mortgage on the 3 Floors by Bank 2, the Developer, on behalf of the Landowner, will sell the 3 Floors by executing Deed of Sales in favour of the Borrower; and the Borrower will then execute registered mortgage of the 3 Floors in favour of Bank 1as security for the loan given to the Borrower by Bank 1. Vide your letter, you have inform us that you shall follow Approach 2.

In our opinion dated 26 May, 2007, we had asked Bank 1to ascertain the ownership of the property. Vide your letter you have informed us that the said property had already been vetted by us for Mercantile Bank Limited vide our letter No. ………… dated 04.12.2004. Therefore, we do not need to vet the said property again.

In our opinion dated 26 May, 2007, we had also asked Bank 1to ascertain as to whether the Developer has the authority to sell 83,000 sq. ft. on the 1st, 2nd and 3rd floors of the 15-storied commercial building. Vide your letter you have provided us a letter of the Landowner, COMPANY 1, dated 29.05.07 (“the Landowner Letter”) from which it appears that there has been a meeting on 28 April 2007 between the Landowner and the Developer whereby the parties have agreed that the Landowner shall be entitled for the following floor spaces:

a)      Basement – 4992 sq. ft.

b)      1st Floor  – 8320 sq. ft.

c)      5th Floor – 30,500 sq. ft.

d)      11th Floor – 22,082 sq. ft.

However, this Landowner Letter is not adequate to legally amend the Deed of Agreement dated 24 August 2000 (“Development Agreement”). In our opinion, both parties shall have to sign an amendment agreement in order to amend the Development Agreement.

From the Development Agreement, the exact share of the Landowner and the Developer in the Building is not clearly demarcated, i.e. it is not clear as to which definite part of each floor belongs to which party; for example according to the Development Agreement the Landowner is entitled to 8320 sq. ft. on the 1st floor of the building but which part of the 1st floor belongs to the Landowner and which part belongs to the Developer is not clearly demarcated.

Therefore, we advise Bank 1to request the Developer to execute an amendment agreement with the Landowner which shall clearly demarcate each other’s share in the Building and provide Bank 1with a copy of the same.

As requested by you over telephone, we have prepared a draft deed of mortgage and IGPA to be executed by Jeans Manufacturing Co. Ltd in favour of AB Bank.

Please note that, as no Deed of Sale has yet been executed in favour of Jeans Manufacturing Co. Ltd by the Developer and as the exact share of the Landowner and the Developer in the Building is not clearly demarcated in the development agreement, we have left the schedule of property blank in the draft deed of mortgage and IGPA. The Deed of Mortgage and IGPA should be executed only after the Developer has executed the Deed of Sale in favour of Jeans Manufacturing Co. Ltd and after Bank 1has filled up the blank schedule of property in the deed of mortgage and IGPA in accordance with the schedule of property in the executed Deed of Sale.

All documents referred to us are returned herewith.

Thanking you.

 

Yours Faithfully,

 

………………….

For: “The Lawyers & Jurists”

 

Draft

Mortgage value: Tk. ______________

DEED OF MORTGAGE

This DEED OF MORTGAGE is made on this the ____ day of ____________, 20__.

BETWEEN

JEANS MANUFACTURING CO. LIMITED, a company incorporated under the relevant Companies Act, having its Registered Office at 65/1, East Hajipara, DIT Road, P.S. Khilgaon, District – Dhaka, represented by its Managing Director Mr. _________________________, having its TIN _______________________________ hereinafter referred to as the MORTGAGOR (which expression shall unless excluded by or repugnant to the context means and includes its successors-in-interest, legal representatives, administrators and assignees) of the ONE PART

AND

ARAB BANGLADESH BANK LIMITED, a banking company incorporated under the relevant Companies Act, having its Registered Office at  ________________________ ____________________ represented by its _________________________ Mr. _________________________, hereinafter referred to as the MORTGAGEE BANK (which expression shall unless excluded by or repugnant to the context means and includes its successors-in-interest, legal representatives, administrators and assignees) of the OTHER PART.

A brief of particular chain of ownership of the property is given bellow:

WHEREAS, land measuring 3626.66 sq. yds. equivalent to 74.93 decimals under Mouza – Sabek Senpara Parbata Hal Bishil, P.S. & Sub-registry office – Mirpur, District – Dhaka was originally leased out to Bangladesh Jatiya Samabaya Shilpa Samity Limited by the President of Bangladesh vide lease agreement No. 2003 dated 04.03.1990 and the name of Bangladesh Jatiya Samabaya Shilpa Samity Limited has been recorded in the mahanagar Jarip Khatian No. 3934, Dag No. 3990.

WHEREAS, the MORTGAGOR became owner of the property which is particularly described in the schedule below (the ‘Scheduled Property’) by way of a Deed of Sale No. _________________ dated ___________________ executed by Bangladesh Jatiya Samabaya Shilpa Samity Limited in favour of the MORTGAGOR.

WHEREAS the MORTGAGOR has applied to the MORTGAGEE BANK for a credit facility of the aggregate amount of Tk. __________ (Taka _________________________) only;

AND WHEREAS the MORTGAGEE BANK has agreed to grant the said facility of Tk._________________ (Taka _______________________) only (the ‘Loan’) to the MORTGAGOR vide Sanction Letter dated __________________ (the ‘Sanction Letter’) on conditions inter alia that the MORTGAGOR shall mortgage the Scheduled Property as security for the Loan and the MORTGAGOR has offered to create legal mortgage on the Scheduled Property;

AND WHEREAS the MORTGAGEE BANK has agreed to take legal mortgage of the Scheduled Property for a sum of Tk. ______________ (Taka _________________) only as security for the Loan given to the MORTGAGOR.

NOW THIS DEED OF MORTGAGE WITNESSES AS UNDER:

1.                  In consideration of the MORTGAGEE BANK granting the Loan to the MORTGAGOR, the MORTGAGOR hereby transfers and conveys by way of simple mortgage whole of the Scheduled Property, with all rights, interest, easements and structures belonging thereto as security for repayment of the Loan, with all interest and other charges in terms of the Sanction Letter, given by the MORTGAGEE BANK to the MORTGAGOR.

2.                  If the MORTGAGOR fails to repay the Loan to the MORTGAGEE BANK in the manner stated in the Sanction Letter or in any other manner so agreed between the MORTGAGOR and the MORTGAGEE BANK, then the MORTGAGEE BANK shall be entitled to recover the outstanding dues from the MORTGAGOR under these presents by sale of the Scheduled Property without intervention of the Court of law.

3.         It is further stated that the MORTGAGEE BANK, if necessary, shall be entitled to sell the Scheduled Property without intervention of any Court of law at its own discretion as provided in section 69 of the Transfer of Property Act and the same shall be regarded as valid and binding on all the parties, to which the MORTGAGOR will not object.

4.         That the Scheduled Property shall be kept in good condition at the cost and expenses of the MORTGAGOR.

5.         That the MORTGAGOR shall not allow any Receiver to be appointed for the Scheduled Property except at the instance of the MORTGAGEE BANK, who shall always at its discretion be able to appoint a Receiver for the said property nor shall any distress or execution be levied or enforced upon or against the Scheduled Property or any attempt to create any charge or mortgage on the Scheduled Property which may prejudice the security hereby created shall be illegal and of no effect.

6.         That the MORTGAGOR hereby declares that the Scheduled Property is free from all encumbrances and the MORTGAGOR is legally entitled to mortgage the same with the MORTGAGEE BANK by way of registered mortgage.

7.                  That the MORTGAGOR will permit the MORTGAGEE BANK, its agents, employees, and nominees from time to time to enter into or upon the Scheduled Property or any part thereof and to view, inspect and value the same and take inventories thereof, as and when necessary.

8.                  That the MORTGAGOR hereby agrees that the MORTGAGOR shall pay all taxes and rates which are or may become payable on the Schedule Property mortgaged with the MORTGAGEE BANK and agree to indemnify the MORTGAGEE BANK for any default of the MORTGAGOR in making such payments.

9.                  That the MORTGAGOR hereby agrees that neither this mortgage nor any thing contained herein shall impair, extinguish, limit or otherwise prejudicially affect all or any of the rights, remedies, privileges, benefits or securities or guarantee which the MORTGAGEE BANK has acquired or may acquire hereinafter or that may otherwise be available to the MORTGAGEE BANK.

10.              That the MORTGAGEE BANK is at liberty to enforce the mortgage at any time if the MORTGAGOR fails or defaults in repaying the Loan to the MORTGAGEE BANK in terms of the Sanction Letter.

11.              That on repayment of the Loan and on payment of all interests and other charges due thereon the MORTGAGOR at its own cost, will be entitled to redeem the Scheduled Property from the MORTGAGEE BANK free from all encumbrances and charges accruing on the MORTGAGEE BANK and on such redemption this mortgage shall be deemed to have been extinguished.

12.              In the event the MORTGAGEE BANK suffers any loss/damage arising out of or caused by any false statement, misrepresentation or concealment of facts regarding the right, title, interest and possession of the Schedule Property, the MORTGAGOR shall be liable to refund the mortgage value i.e. Tk.___________ (Taka _____________________) only to the MORTGAGEE BANK immediately on demand and will also be liable to be punished for such offence under the existing law and the exercise of the right under this provision shall under no circumstances prejudice the MORTGAGEE BANK from taking any other recourse against the MORTGAGOR for recovery of its dues.

SCHEDULE OF THE PROERTY

IN WITNESS WHEREOF, THE MORTGAGOR HEREUNTO SET HIS SIGNATURE ON THE DAY, MONTH AND YEAR MENTIONED ABOVE.

SIGNED, SEALED & DELIVERED for and on behalf of JEANS MANUFACTURING CO. LIMITED as the Mortgagor by its Managing Director Mr.________________________ For and on behalf of: JEANS MANUFACTURING CO. LIMITED ___________________________ Name: Designation: Address (Signature of the MORTGAGOR)
Signed in the presence of (signatures, names and addresses of the witnesses):- 1. 2.  

Drafted By:
 

BEFORE THE SUB REGISTRAR, ____________

A F F I D A V I T

I, Mr. ________________________, Managing Director of JEANS MANUFACTURING CO. LIMITED, a company incorporated under relevant Companies Act, having its Registered Office at 65/1, East Hajipara, DIT Road, P.S. Khilgaon, District – Dhaka (the “Company”) do hereby solemnly affirm and say as follows:-

That the Company is the absolute owner of the immovable property subject matter of deed of mortgage and there is no other sharer of the said property. No bianama was signed with any other party or the property was neither sold, nor mortgaged in favour any other party. This property is neither an Abandoned Property nor vested in to the Government. That if any wrong information, false statement, misrepresentation was written above or any facts was concealed, the Company shall be liable for any loss/damage arising out of or caused by such wrong information, false statement, misrepresentation or concealment of facts and both civil and criminal action may be initiated against the Company for such loss or damage and the Company shall be bound to pay compensation for such loss or damage. If there detect any error, or mis-description of the immovable, the Company shall rectify the same or execute and register a fresh deed of mortgage or deed of rectification at its own cost with compensation.

THE STATEMENTS MADE ABOVE ARE TRUE TO MY KNOWLEDGE AND BELIEF AND IN VERIFICATION WHEREOF, I SIGN THIS AFFIDAVIT ON THIS THE ______ DAY OF _________________, 2007, BEFORE THE SUB-REGISTRAR, _________________.

__________________________

Deponent

The deponent is known to me, identified by me and have signed in my presence.

________________

Identifier

IRREVOCABLE GENERAL POWER OF ATTORNEY

This POWER OF ATTORNEY is made on this the _______ day of _________, 200_:

KNOW ALL MEN BY THESE PRESENTS that We, JEANS MANUFACTURING CO. LIMITED, a company incorporated under relevant Companies Act, having registered office at 65/1, East Hajipara, DIT Road, P.S. Khilgaon, District – Dhaka represented by Managing Director Mr. _________________________, having TIN ______________, appoint and constitute:-

ARAB BANGLADESH BANK LIMITED

______________________________

______________________________

______________________________

______________________________

(Hereinafter referred to as the “Attorney Bank”)

to be our true and lawful Attorney to exercise any of the following powers in our name, place and stead from time to time:

1.       To sell, transfer and assign the property particulars of which has been described in the schedule below (the ‘Scheduled Property’), without intervention of any Court of law and to do all acts and sign all documents and papers in our name which may be required to sell, transfer and assign the Schedule Property or any part thereof and all proceeds received under this authority shall be treated as true and valid receipt on our behalf.

2.       To seal, sign and execute any documents of sale, transfer and/or assignment or to do any act on our behalf relating to the aforesaid transfer of the Schedule Property or part thereof and to receive the proceeds thereof on our behalf.

3.       To present and/or submit such deed to the office of the Registrar, Joint Registrar or Sub-Registrar for registration of the same and to do all other acts required to register such documents including swearing affidavit on our behalf.

4.       To deliver, the possession of the Schedule Property or part thereof to the purchaser, transferee or assignee, as the case may be and to do all other acts in this regard.

5.       GENERALLY to do all other acts, deeds, matters and things whatsoever relating to said sale, transfer or assignment of the Schedule Property.

6.       We undertake that we shall not revoke this Power of Attorney without the consent of the Attorney Bank in writing and we shall not execute and register any other Power of Attorney relating to the Schedule Property other than in favour of the Attorney Bank.

WE HEREBY UNDERTAKE AND AGREE TO RATIFY WHATSOEVER THE ATTORNEY BANK SHALL LAWFULLY DO OR CAUSE TO BE DONE UNDER THESE PRESENTS AND TO INDEMNIFY THE BANK AGAINST ALL COSTS AND EXPENSES INCURRED BY THE ATTORNEY BANK.

SCHEDULE OF THE PROPERTY

IN WITNESS WHEREOF, WE HEREUNTO SET OUR SIGNATURE ON THE DAY, MONTH AND YEAR MENTIONED ABOVE.

SIGNED, SEALED & DELIVERED for and on behalf of JEANS MANUFACTURING CO. LIMITED as the Mortgagor by its Managing Director Mr.________________________ For and on behalf of: JEANS MANUFACTURING CO. LIMITED ___________________________ Name: Designation: Address (Signature of the EXECUTANT)
Signed in the presence of (signatures, names and addresses of the witnesses):- 1. 2.  

Drafted by:

BEFORE THE SUB-REGISTRAR, _________________

A F F I D A V I T

I, Mr. ________________________, Managing Director of JEANS MANUFACTURING CO. LIMITED, a company incorporated under relevant Companies Act, having its Registered Office at 65/1, East Hajipara, DIT Road, P.S. Khilgaon, District – Dhaka (the “Company”) do hereby solemnly affirm and say as follows:

1.      That the immovable property subject matter of this Power of Attorney is not attached under the Bangladesh Collaborators (Special Tribunal) Order, 1972.

2.      That the immovable property subject matter of this Power of Attorney is not abandoned property within the meaning of the Bangladesh Abandoned Property (Control, Management and Disposal Order, 1972 (P.O. No. 16 of 1972).

3.      That the Power of Attorney to be executed in connection with the immovable property is not void under any law for the time being in force.

4.      That the proposed power of Attorney is not liable to be void under Article 5A of the Bangladesh Land Holding (Limitation) Order, 1972 (P.O. No. 98 of 1972).

5.      That the execution of the power of Attorney does not contravene any provision of any other law for the time being in force.

6.      That the immovable property subject matter of this Power of Attorney have been correctly described and have not been undervalued and the Executant has transferable right in such property.

THE STATEMENTS MADE ABOVE ARE TRUE TO MY KNOWLEDGE AND BELIEF AND IN VERIFICATION WHEREOF, I SIGN THIS AFFIDAVIT ON THIS THE ______ DAY OF _________________, 200__, BEFORE THE SUB-REGISTRAR, __________________________.

____________________

Deponent

The deponent is known to me, identified by me and has signed in our presence.
____________

Identifier

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