LETTER OF LIEN ON SHARES
This LETTER OF LIEN ON SHARES is executed on this the ____ day of _______________________, 2008:
BY Parties 1-2 are both sponsors of X HOLDINGS LIMITED, a private limited company incorporated under the laws of the People’s Republic of Bangladesh, having its registered office at United House, 10 Gulshan Avenue, Gulshan 1, Dhaka (the ‘Company’), hereinafter collectively referred to as the “Sponsors” and individually as “Sponsor” (which expression shall unless excluded by or repugnant to the context mean and include their heirs, legal representatives, administrators and assigns);
IN FAVOUR OF:
WHEREAS
Wherever any expressed term is used in this Agreement and not defined hereunder, it shall have the same meaning as expressed and defined in the Term Loan Agreement.
NOW THIS LETTER WITNESSES as follows:
SCHEDULE I
DETAILS OF THE SECURITIES
‘A’
Total 2000 (two thousand) shares of Tk. 100 (one hundred) each held by Mr. A.
Folio:
| Certificates Nos. | Distinctive Numbers | Nos. of Shares | |
| From | To | ||
| 009 | 00005201 | 00007200 | 2000 |
| Total | 2000 | ||
‘B’
Total 1000 (one thousand) shares of Tk. 100 (one hundred) each held by Mr. C.
Folio:
| Certificates Nos. | Distinctive Numbers | Nos. of Shares | |
| From | To | ||
| 006 | 00019001 | 00020000 | 1000 |
| Total | 1000 | ||
Total 3,000 (three thousand) shares and all dividends, interests or other distributions and all allotments, accretions, offers, rights, benefits and advantages whatsoever at any time accruing offered or arising in respect of the same whether by way of conversion, redemption, bonus, preference, option or otherwise but the Lenders and/or the Agent not shall in any circumstances incur any liability whatsoever in respect of any calls, instalments or otherwise in connection with the Securities.
SCHEDULE II – LIST OF TERM LOAN LENDERS
| Lenders | Participation in the Term Loan Facility (BDT in million) | Lending Office | |
| Mercantile Bank Limited | 200.00 | Head Office61 Dilkusha C/ADhaka 1000 | |
| Mutual Trust Bank Limited | 100.00 | Head Office6-8 Dilkusha C/ADhaka 1000 | |
| Standard Chartered Bank | 200.00 | SCB House67, Gulshan AvenueGulshanDhaka – 1200 | |
| Standard Bank Limited | 100.00 | Head OfficeMetropolitan Chamber Building (3rd floor)122-124, Motijheel C/ADhaka-1000 | |
| Uttara Bank Limited | 150.00 | Head Office90 Motijheel C/A2nd FloorDhaka 1000 | |
| International Finance Investment and Commerce (IFIC) Bank Limited | 150.00 | Head OfficeBSB Building (18th floor)8 Rajuk AvenueDhaka 1000 | |
| Infrastructure Development Company Limited | 200.00 | UTC Building (Level 16)8, PanthapathKawranbazarGPO Box 619 Dhaka 1215 | |
| Saudi-Bangladesh Industrial and Agricultural Investment Company Limited | 50.00 | BRAC Centre (Level 11)75 MohakhaliDhaka 1212 |
IN WITNESS WHEREOF WE SIGN AND EXECUTE THIS LETTER OF LIEN ON SHARES ON THE DAY, MONTH AND YEAR MENTIONED ABOVE.
| THE SPONSORS | AC | ||
| IN WITNESS THEREOF: | 1.2. | ||
Drafted by:
For: “The Lawyers & Jurists”M.L.Hotel Tower Ltd,208,Shahid Syed Nazrul Islam Sarani,
Bijoy Nagar, Dhaka-1000.
www.lawyersnjurists.com