Letter of lien on shares

LETTER OF LIEN ON SHARES

This LETTER OF LIEN ON SHARES is executed on this the ____ day of _______________________, 2008:

BY

Parties 1-6 are all 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 5200 (Five thousand two hundred) shares of Tk. 100 (one hundred) each held by Mr. Y.

Folio:

Certificates Nos. Distinctive Numbers Nos. of Shares

 
From To
008 00000001 00005200 5200
Total 5200

‘B’

Total 3600 (three thousand six hundred) shares of Tk. 100 (one hundred) each held by Mr. C.

Folio:

Certificates Nos. Distinctive Numbers Nos. of Shares

 
From To
002 00007201 00010800 3600
Total 3600

‘C’

Total 3600 (three thousand six hundred) shares of Tk. 100 (one hundred) each held by Mr. E.

Folio:

Certificates Nos. Distinctive Numbers Nos. of Shares

 
From To
003 00010801 00014400 3600
Total 3600

‘D’

Total 3600 (three thousand six hundred) shares of Tk. 100 (one hundred) each held by Mr. G.

Folio:

Certificates Nos. Distinctive Numbers Nos. of Shares

 
From To
004 00014401 00018000 3600
Total 3600

‘E’

Total 1000 (one thousand) shares of Tk. 100 (one hundred) each held by Mr. I.

Folio:

Certificates Nos. Distinctive Numbers Nos. of Shares

 
From To
005 00018001 00019000 1000
Total 1000

‘F’

Total 900,000 (nine hundred thousand) shares of Tk. 100 (one hundred) each held by COMPANY 1 .

Folio:

Certificates Nos. Distinctive Numbers Nos. of Shares

 
From To
007 00020001 00920000 900000
Total 900000

Total 917,000 (nine hundred seventeen 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 LENDERS

Lenders Participation in the Term Loan Facility (BDT in million) Lending Office
BANK1 200.00 Head Office61 Dilkusha C/A

Dhaka 1000
BANK2 100.00 Head Office6-8 Dilkusha C/A

Dhaka 1000
BANK 3 200.00 SCB House67, Gulshan Avenue

Gulshan

Dhaka – 1200
BANK4 100.00 Head OfficeMetropolitan Chamber Building (3rd floor)

122-124, Motijheel C/A

Dhaka-1000
BANK5 150.00 Head Office90 Motijheel C/A

2nd Floor

Dhaka 1000
BANK 6 150.00 Head OfficeBSB Building (18th floor)

8 Rajuk Avenue

Dhaka 1000
COMPANY 2 200.00 UTC Building (Level 16)8, Panthapath

Kawranbazar

GPO Box 619

Dhaka 1215
COMPANY 3 50.00 BRAC Centre (Level 11)75 Mohakhali

Dhaka 1212

IN WITNESS WHEREOF WE SIGN AND EXECUTE THIS LETTER OF LIEN ON SHARES ON THE DAY, MONTH AND YEAR MENTIONED ABOVE.

THE SPONSORS Y

C

E

G

I

COMPANY 1

_____________________________

Name:

Designation:

 
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

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