Letter of lien on shares

LETTER OF LIEN ON SHARES

This LETTER OF LIEN ON SHARES is executed on this the ____ day of _______________________, 2007:

BY

Mr. X, son of __________________, of _______________ ________________;

Party is hereinafter collectively referred to as “Borrower”

IN FAVOUR OF:

Bank 1 (BANK 1).

WHEREAS

A.           By a Loan Agreement dated on or about this date between the Borrower and the BANK 1, the Borrower have agreed to deposit for such number of sponsor shares of the ____________________ on the terms and conditions set forth therein.

B.                 In consideration of the Loan agreeing to deposit the Sponsor Shares, the borrower has agreed to secure the debt obligations under the Loan Agreement and secure any loss suffered by the BANK 1 in connection herewith, by lien of its shares in favour of the BANK 1 as security in connection therewith.

C.           Pursuant to the foregoing, the Borrower and the BANK 1 hereto agree to the terms and condition set forth hereunder.

NOW THIS LETTER WITNESSES as follows:

1.      In consideration of the Borrower agreeing to deposit the Sponsor Shares under the Loan Agreement, the Borrower do hereby confirm, acknowledge and record that they have each deposited with the BANK 1, the share certificates coupled with duly executed share transfer instrument(s) of all of their respective shares in the Company described in the Schedule below (the “Securities”) for the purpose of securing the debt obligations of the Borrower to the BANK 1 under the Loan Agreement.

2.      The Sponsors agree and confirm that the Securities described in the Schedule below are free from any option, lien, charge or encumbrance of any kind and shall remain with the Agent as a continuing security until all liabilities and obligations under the Loan Agreement and the Put Option Agreement have been fully discharged by the Company and/or the Sponsors (as the case may be) to the satisfaction of the Subscribers.

3.      The Sponsors hereby admit, acknowledge and declare that in the event of any default under the Subscription Agreement and/or the Put Option Agreement by them or the Company, the Subscribers or the Agent shall be entitled, without any notice to the Sponsors and at their absolute discretion, to sell, transfer, dispose off or apply the Securities (as the case may be), towards partial or full adjustment of the liabilities of the Company/the Sponsors under the Subscription Agreement and/or the Put Option Agreement. Provided that the exercise of this right by the Subscribers shall not prejudice, extinguish or limit the rights of the Subscribers from recovery of any outstanding liabilities of the Company or the Sponsors under any other agreements.

4.      The Sponsors further confirm and admit to have unconditionally authorised the Agent to sell, transfer, dispose off or apply the Securities (as the case may be) in the event of any default under the Subscription Agreement and/or the Put Option Agreement, as may be decided by the Subscribers or the Agent at their absolute discretion.

5.      The Sponsors hereby agree that the Subscribers or the Agent may at any time or times hereinafter without notice to the Sponsors set off, transfer or apply all or any of the monies from time to time standing to the credit of the Securities in or towards the discharge and satisfaction of all sums of money which now are or at any time or times hereinafter may become due or owing to the Subscribers or the Agent by the Company/the Sponsors under the Subscription Agreement and/or the Put Option Agreement.

6.      The lien hereunder created on the Securities shall be irrevocable and shall continue until the Company and the Sponsors have discharged all their obligations under the Subscription Agreement and the Put Option Agreement and the Company has redeemed all the Preference Shares.

7.      The Sponsors further declare and acknowledge that they shall have no claim whatsoever to the Securities held by the Agent under lien until they have received from the Agent notice in writing to the effect that the Subscribers no longer require the Securities as security for the purpose herein specified.

8.      The Subscribers do hereby agree that the proceeds of enforcement of Securities under this Letter of Lien shall be shared on pari passu pro-rata basis.

9.      The Sponsors further hereby declare that this undertaking and authorisation shall be binding in the manner aforesaid on their successors-in-interest and assigns.

SCHEDULE OF THE SECURITIES

‘A’

Total ______________ shares of Tk. 100 each held by Mr. Y.

Folio:

Certificates Nos. Distinctive Numbers Nos. of

Shares

FromTo            Total

‘B’

Total _____________ shares of Tk. 100 each held by Company 1.

Folio:

Certificates Nos. Distinctive Numbers Nos. of

Shares

From To            Total

‘C’

Total _____________ shares of Tk. 100 each held by Company 2.

Folio:

Certificates Nos. Distinctive Numbers Nos. of

Shares

From To            Total

‘D’

Total _____________ shares of Tk. 100 each held by Mr. Y.

Folio:

Certificates Nos. Distinctive Numbers Nos. of

Shares

From To            Total

‘E’

Total _____________ shares of Tk. 100 each held by Mr. A.

Folio:

Certificates Nos. Distinctive Numbers Nos. of

Shares

From To            Total

‘F’

Total _____________ shares of Tk. 100 each held by Sepal Garments Limited.

Folio:

Certificates Nos. Distinctive Numbers Nos. of

Shares

From To            Total

‘G’

Total _____________ shares of Tk. 100 each held by Company 3.

Folio:

Certificates Nos. Distinctive Numbers Nos. of

Shares

From To            Total

Total ______________________ 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 shall in any circumstances incur any liability whatsoever in respect of any calls, installments or otherwise in connection with the Securities.

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

THE SPONSORS 1. ______________________________

2. ______________________________

3. ______________________________

4. ______________________________

 

5. ______________________________

 

6. ______________________________

 

 

7. ______________________________IN WITNESS THEREOF:

Drafted by:

………………….

For: “The Lawyers & Jurists”

BEFORE THE NOTARY PUBLIC AT DHAKA

IRREVOCABLE GENERAL POWER OF ATTORNEY

(TO SELL SHARES)

This POWER OF ATTORNEY is made on this the ______ day of __________________________, 2007.

We,

1.      , son of __________________, of _______________ ________________;

2.      , a ________ limited company having its registered office at __________________________________;

3.      , a private limited company having its registered office at ___________________________________;

4.      , son of ________________, of ___________________ ____________;

5.      , son of ________________, of __________________ _____________;

6.      , a ___________ limited company having its registered office at ___________________________________;

7.      , a ________ limited company having its registered office at ___________________________________;

(Parties 1-7 are hereinafter collectively referred to as “Sponsors” and individually as “Sponsor”)

do hereby state as follows:

WHEREAS, Company 4, a public limited company incorporated under the laws of the People’s Republic of Bangladesh, having its registered office at _____________________________ (the ‘Company’), has entered into a Share Subscription Agreement dated on or about this date with the following parties:

1.      Company 5, Bay’s Galleria (1st Flr), 57 Gulshan Avenue (CWS-A 19), Dhaka 1212, Bangladesh, (hereinafter referred to as the “Agent”).

1.      Company 6, Bay’s Galleria (1st Flr), 57 Gulshan Avenue (CWS-A 19), Dhaka 1212, Bangladesh

2.      Company 7, 63 Dilkusha C/A (1st Floor), Dhaka – 1000, Bangladesh

3.      Company 8, 5 Rajuk Avenue, Motijheel, Dhaka  1000, Bangladesh

4.      Company 9, 1 Gulshan Avenue, Gulshan 1, Dhaka 1212, Bangladesh

Parties Nos. 2-5 are the hereinafter collectively referred to as the “Subscribers” and individually as the “Subscriber” (which expression unless excluded by or repugnant to the context will mean and include its successor-in-interest, legal representatives, administrators, assigns).

WHEREAS, pursuant to a Letter of Lien dated _______________ executed by us in favour of the Subscribers, we have created lien on the shares held by us in the capital of the Company, described in the schedule below (“the Shares”), in favour of the Subscribers and accordingly this irrevocable general power of attorney in favour of the Agent is executed by us under the terms and conditions set forth hereunder.

NOW, THEREFORE, BY THESE PRESENTS, WE, THE SPONSORS, DO HEREBY NOMINATE, CONSTITUTE AND APPOINT:

Company 5, ………….., Bangladesh, being the Agent, for the benefit of the Subscribers, acting through any authorised signatory or signatories, to be our true and lawful Attorney to exercise any of the following powers for and on our behalf and in our name, place and stead from time to time:

1.                  To sell the Shares including all shares acquired from time to time, without any reference to us, and to credit the proceeds in favour of the Subscribers in accordance with the Letter of Lien. We shall treat all payments received by the Agent under this authority as true and valid.

2.                  To receive and collect all dividends, interest or other distributions and all allotments, accretions, offers, rights, benefits and advantages whatsoever at any time accruing, offered or arising in respect of the Shares with the Agent whether by way of conversion, redemption, bonus, preference, option or otherwise from the Company on our behalf.

3.                  To sell such converted, redeemed, bonus, preference, option and/or right shares of Company as mentioned in Clause 2 herein above and credit the proceeds thereof in favour of the Subscribers in accordance with the Letter of Lien.

6.                  To apply to the Company for splitting of share certificates or allotment letters into marketable lots and obtain such other papers, documents and/or information as may require in connection with or to complete any sale or transfer transactions.

7.                  To effect the transfer of the Shares or any part thereof by completing the requisite transfer instruments, including executing the instruments as transferor for and on our behalf and/or to receive the transfer instruments duly verified by the Company and/or deliver such transfer instruments to such purchasers and/or otherwise take such actions as may be necessary to complete the transfer of the ownership of the Shares to such purchaser on our behalf.

8.                  To represent us before the Government of Bangladesh or any other governmental authorities, the Bangladesh Bank or any other bank, company, corporation or body in connection with the transactions referred to herein above and sign and execute whatever instruments that may be necessary for obtaining the approval, if required, of such transactions by any governmental agency or any other organization or institution for the purpose of completion of the sale of the Shares.

9.         To represent us before any governmental authorities whether for perfection of the Shares or to sign, execute and deliver all and any relevant forms, documents and papers for filing/registration with the appropriate authorities in this regard.

10.              To do all such other acts, deeds, matters and things as may be necessary, usual, proper or expedient for the purposes hereof.

AND we do hereby ratify and confirm whatever the Attorney shall lawfully do or cause to be done by virtue of these presents.

AND we do hereby undertake to indemnify the Attorney for any cost and/or expenses incurred for the execution of any of the powers, hereby granted by us, by the Attorney.

This POWER OF ATTORNEY shall be irrevocable until the Company and the Sponsors have discharged all their obligations under the Subscription Agreement and the Put Option Agreement (as the case may be) and until all the Preference Shares have been redeemed by the Company upon which the Attorney shall release us absolutely from all liabilities whatsoever and we shall not execute any other power of attorney in favour of any one in connection with the Shares held by the Agent as security.

IN WITNESS WHEREOF WE HAVE CAUSED THIS POWER OF ATTORNEY TO BE SIGNED ON THE DAY, MONTH AND YEAR MENTIONED ABOVE.

The Executants are known to me, identified by me and signed in my presence.

_________________________

Identifier

SCHEDULE OF THE SHARES

‘A’

Total ______________ shares of Tk. 100 each held by Mr. Y

Folio:

Certificates Nos. Distinctive Numbers Nos. of

Shares

From To            Total

‘B’

Total _____________ shares of Tk. 100 each held by Company 1.

Folio:

Certificates Nos. Distinctive Numbers Nos. of

Shares

From To            Total

‘C’

Total _____________ shares of Tk. 100 each held by Company 2.

Folio:

Certificates Nos. Distinctive Numbers Nos. of

Shares

From To            Total

‘D’

Total _____________ shares of Tk. 100 each held by Mr. A.

Folio:

Certificates Nos. Distinctive Numbers Nos. of

Shares

From To            Total

‘E’

Total _____________ shares of Tk. 100 each held by Mr. B.

Folio:

Certificates Nos. Distinctive Numbers Nos. of

Shares

From To            Total

‘F’

Total _____________ shares of Tk. 100 each held by Company 3.

Folio:

Certificates Nos. Distinctive Numbers Nos. of

Shares

From To            Total

‘G’

Total _____________ shares of Tk. 100 each held by Company 4.

Folio:

Certificates Nos. Distinctive Numbers Nos. of

Shares

From To            Total

Total ______________________ 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 shall in any circumstances incur any liability whatsoever in respect of any calls, instalments or otherwise in connection with the Securities.

Drafted by:

………………….

For: “The Lawyers & Jurists”

Disclaimer:

The information contains in this web-site is prepared for educational purpose. This site may be used by the students, faculties, independent learners and the learned advocates of all over the world. Researchers all over the world have the access to upload their writes up in this site. In consideration of the people’s participation in the Web Page, the individual, group, organization, business, spectator, or other, does hereby release and forever discharge the Lawyers & Jurists, and its officers, board, and employees, jointly and severally from any and all actions, causes of actions, claims and demands for, upon or by reason of any damage, loss or injury, which hereafter may be sustained by participating their work in the Web Page. This release extends and applies to, and also covers and includes, all unknown, unforeseen, unanticipated and unsuspected injuries, damages, loss and liability and the consequences thereof, as well as those now disclosed and known to exist.  The provisions of any state’s law providing substance that releases shall not extend to claims, demands, injuries, or damages which are known or unsuspected to exist at this time, to the person executing such release, are hereby expressly waived. However the Lawyers & Jurists makes no warranty expressed or implied or assumes any legal liability or responsibility for the accuracy, completeness or usefulness of any information, apparatus, product or process disclosed or represents that its use would not infringe privately owned rights. Reference herein to any specific commercial product process or service by trade name, trade mark, manufacturer or otherwise, does not necessarily constitute or imply its endorsement, recommendation or favouring by the Lawyers & Jurists. The views and opinions of the authors expressed in the Web site do not necessarily state or reflect those of the Lawyers & Jurists. Above all, if there is any complaint drop by any independent user to the admin for any contents of this site, the Lawyers & Jurists would remove this immediately from its site.