Letter of lien and Set Off


This LETTER OF LIEN AND SET OFF is entered into and made on ______Day of _________________ 2007.


COMPANY 1 , a private company limited by shares incorporated under the relevant Companies Act, having its office at Summit Centre (9th Floor), 18 Kawran Bazar Commercial Area, Dhaka-1215.


(hereinafter referred to as “the Agent”)

(Party Nos. 2 to 13 shall hereinafter be referred to as the “Lenders” and shall operate through the Agent)


NOW, THEREFORE, THE BORROWER HEREBY declares and acknowledges as follows:

12.    The Agent may assign and transfer all of its respective rights and obligations hereunder to a replacement Agent appointed in accordance with the terms of the Facility Agreement. Upon such assignment and transfer taking effect, the replaced Agent shall be and be deemed to be acting as Agent for each of the Lenders for the purposes of this Deed in place of the existing Agent.

13.    The Borrower authorises the Lenders and the Agent to execute any document necessary to transfer the security granted to the Lenders under this Letter to any new Lender.

14.    This Deed shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Borrower, the Lenders and the Agent provided, however, that the Borrower may not assign or transfer any of its rights or liabilities hereunder without the prior written consent of the Lenders.

IN WITNESS WHEREOF the Borrower signs and executes this Letter of Lien and Set Off on the day first written above.

Signed in the presence of(signatures, names &

addresses of the witnesses):-



For and on behalf of :COMPANY 1


Name: Mr. X

Designation: Chairman & Managing Director

Description of the Accounts

No. Name of the Bank(Account Banks)


Account No.
BANK 1 CD 01 1339214-01
BANK 13 CD 207-100 190
BANK 14 CD 107-110022
BANK 9 CD 0107 11100008147


Part 1

Form of Notice of Letter of Lien

(On letterhead of Borrower)

To:       [Account Bank]

Date: [      ]

Dear Sirs,

2.1.1     our authority to make any transfer from the Account (save as instructed by the Agent or any Lender) ceases unless the cheques are counter-signed by the Agent;

Yours faithfully


for and on behalf of:


Part 2

Form of Acknowledgement of Letter of Lien

To:       [Agent]



Dear Sirs

At the request of [          ] (the “Company“) in a notice of a letter of lien and set-off (the “Notice“) to us dated[          ], we agree to accept the terms of the Notice and deliver to you in accordance with the Notice this acknowledgement and we confirm and agree that:

Terms defined in the Notice have the same meanings when used herein, unless otherwise stated.

Yours faithfully


for and on behalf of

[          ]

as Account Bank

Drafted by:

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