Vetting of draft documents

Mr. X

Vice President

Dutch-Bangla Bank Limited

Head Office

Sena Kalyan Bhaban (3rd, 4th and 5th Floor)

195 Motijheel C/A,

Dhaka-1000

Dear Sir,

Re:      Vetting of draft documents, A/c. Z Limited (ZL).

We refer to your letter on the captioned subject and confirm having perused the contents thereof and other draft documents attached therewith on account of ZLimited (ZL) (the Borrower). Our observation on the same as is follows:

TERM LOAN FACILITY AGREEMENT:

Reference of the Agreement Our Observations
Clause 3.1Page No. 13 Please insert the principal amount i.e. BDT.1,250,000,000.00 (Taka one Billion and two hundred and fifty million) only at the relevant places.
Clause 4.1.1 (e)Line no. 2

Page No. 15

 Please insert the word ‘necessary’ after the word all and before governmental.
Clause 5Page No. 17 Incorporate the following clause as Clause No. 5.5 & 5.6 next to the existing clause 5.4 as under therefore arranged the rests numerically 5.5   Upon receipt of the Drawing Notice, the Agent shall notify each Lender the amount and the extent of participation of that Lender in accordance with the respective commitments of the Lenders under Schedule C by giving a written notice.

5.6   Upon receipt of the notice of the Agent as stated in Clause 5.5 above, the Lenders shall, on or before the proposed date of the Advance, issue Bangladesh Bank Cheque or make the payment available to the prescribed bank account of the Borrower as stated in the Drawing Notice.
Clause- 18.1Page No. 38 Replace the existing word ‘reasonable’ in the place of the word ‘best’
New clause to be insertedClause 23 Incorporate the following clause as Clause No. 23 immediately after the existing clause 22.6 as under:

23.       Additional Lender

23.1   During the Loan Period, a new lender may at any time participate in the Term Loan Facility, provided that such new lender has agreed with the Agent, the Borrower and the other Lenders that it shall be lending under the same terms and conditions as the other Lenders, and shall be a party to this Agreement by entering into an Accession Agreement.

23.2  The Lenders hereto agree that in the event of a new lender entering the Accession Agreement pursuant to the foregoing Clause 23.1, they will execute all documents, agreements, amendments, supplemental agreements and modifications in respect of the Transaction Documents to ensure that the new lender will take benefit of the same securities taken by the other Lenders under this Agreement on pari passu basis
Schedule C Please insert the loan amount i.e., BDT.100.00 (Taka one hundred million) only In the Row – 2, Column- DBBL and BDT.72.00 (Taka seventy two million) only in the Row – 3, Column- DBBL.
General Please re-check the Commercial and Technical Terms used in the Agreement and stipulate the necessary information in the gaps if left in the entire Agreement.
General Please fill in all blanks and insert the appropriate dates in the draft Agreement.Please also ensure that the Agreement is executed on non-judicial stamp of Tk.150.00.

Amended & Restated Pari Passu Security Sharing Agreement:

Reference of the Agreement Suggestions
Recital-B, Line- 5,Page-4 Please confirm if the Aggravated Credit facility is BDT.1,195,700,000.00 (Taka one billion one hundred ninety five thousand seven hundred thousand) only
Clause -7, page 7 Please insert the loan amount of BDT.100.00 (Taka one hundred million) only In the Row – 4 & 6, Column- DBBL.
General Please re-check the Commercial and Technical Terms used in the Agreement and stipulate the necessary information in the gaps if left in the entire Agreement.
General Please fill in all blanks and insert appropriate dates in the draft Agreement.Please also ensure that the Agreement is executed on non-judicial stamp of Tk.150.00.

Account Bank Agreement:

Reference of the Agreement Suggestions
Clause-8.3, Line- 4,Page-21 Please delete “r” after the word law
Clause -18, page 25 Replace the existing Clause No. 18 with the followings:“18. Counterparts

There shall be 1(one) original copy of this Agreement which will be retained by the Agent for the interest and benefit of the Lenders and each Lender and Borrower shall be provided with a copy of this Agreement duly certified to be true copy by the authorized signatory of the Agent”
General Restate the clause as follows:

All disputes and differences and claims and questions whatsoever which shall arise either during the continuance of the Agreement or afterwards either between the parties hereto or their respective representatives touching these presents, or any account or liability between the parties hereto, or as to any act, deed or omission of any hereto in any way relating to these presents, if the dispute is not settled amicably within 30(thirty) days from the date of the dispute, shall be referred to arbitration of two arbitrators, one to be appointed by each party and a third arbitrator/umpire to be appointed by the mutual consent of the two arbitrators so appointed by the parties. Such arbitration shall be in accordance with and subject to the provisions of the Arbitration Act, 2001.

 
General Please re-check the Commercial and Technical Terms used in the Agreement and stipulate the necessary information in the gaps if left in the entire Agreement.
General Please fill in all blanks and insert appropriate dates in the draft Agreement.

Please also ensure that the Agreement is executed on non-judicial stamp of Tk.150.00.

2nd Modification to the Letter of Hypothecation over Stocks:

Reference of the Agreement Suggestions
GeneralPage – 7 Please insert the loan amount

In the Row – 2, Column- DBBL.

Sanction Letter No. DBBL/100/09/2009/994-995 dated June 15, 2009

 

In the Row – 3, Column- DBBL.

Term Loan Facility of BDT.100.00 (Taka one hundred million) only
GeneralPage – 8 Replace the existing Para on top of the signature portion with the followings:

IN WITNESS WHEREOF, WE HERETO EXECUTE THIS 2nd MODIFICATION TO THE LETTER OF HYPOTHECATION OVER STOCKSTHROUGH OUR AUTHORIZED REPRESENTATIVE ON THE ____________ DAY OF ______________,2009 OF THE CHRISTIAN ERA
General Please insert the list of the Stocks
General Please re-check the Commercial and Technical Terms used in the Agreement and stipulate the necessary information in the gaps if left in the entire Agreement.
General Please fill in all blanks and insert appropriate dates in the draft Agreement.Please also ensure that the Agreement is executed on non-judicial stamp of Tk.150.00.

2nd Modification to the Letter of Hypothecation over Book Debts:

Reference of the Agreement Suggestions
General Please insert the loan amount

In the Row – 2, Column- DBBL.

Sanction Letter No. DBBL/100/09/2009/994-995 dated June 15, 2009

In the Row – 3, Column- DBBL.

Term Loan Facility of BDT.100.00 (Taka one hundred million) only
Clause -18, page 25 Replace the existing Para on top of the signature portion with the followings:

IN WITNESS WHEREOF, WE HERETO EXECUTE THIS 2nd MODIFICATION TO THE LETTER OF HYPOTHECATION OVER BOOK DEBTSTHROUGH OUR AUTHORIZED REPRESENTATIVE ON THE ____________ DAY OF ______________,2009 OF THE CHRISTIAN ERA
General Please re-check the Commercial and Technical Terms used in the Agreement and stipulate the necessary information in the gaps if left in the entire Agreement.
General Please fill in all blanks and insert appropriate dates in the draft Agreement.

Please also ensure that the Agreement is executed on non-judicial stamp of Tk.150.00.

2nd Modification to the Letter of Hypothecation over Plant & Machinery:

Reference of the Agreement Suggestions
GeneralPage – 7 Please insert the loan amount

In the Row – 2, Column- DBBL.

Sanction Letter No. DBBL/100/09/2009/994-995 dated June 15, 2009

In the Row – 3, Column- DBBL.

Term Loan Facility of BDT.100.00 (Taka one hundred million) only
GeneralPage – 8 Replace the existing Para on the top of the signature portion with the followings:

IN WITNESS WHEREOF, WE HERETO EXECUTE THIS 2nd MODIFICATION TO THE LETTER OF HYPOTHECATION OVER PLANT AND MACHINERIESTHROUGH OUR AUTHORIZED REPRESENTATIVE ON THE ____________ DAY OF ______________, 2009 OF THE CHRISTIAN ERA
General Please insert the list of the Plant & Machinery
General Please re-check the Commercial and Technical Terms used in the Agreement and stipulate the necessary information in the gaps if left in the entire Agreement.
General Please fill in all blanks and insert appropriate dates in the draft Agreement.

Please also ensure that the Agreement is executed on non-judicial stamp of Tk.150.00.

DEED OF MORTGAGE:

Reference of the Agreement Suggestions
GeneralPage 1 Please insert the Mortgage Value
Schedule-I Please insert the full schedule of the Mortgage Land
Page – 8 & 9 Please insert the loan amount

In the Row – 2, Column- DBBL.

Sanction Letter No. DBBL/100/09/2009/994-995 dated June 15, 2009

In the Row – 3, Column- DBBL.

Term Loan Facility of BDT.100.00 (Taka one hundred million) only

 
Affidavit BEFORE THE SUB-REGISTRAR, _______

AFFIDAVIT

I, ____________________, Managing Director of ZLimited, a private Company limited by shares incorporated in Bangladesh under the relevant Companies Act, 1994 having its office address at 84 Dhanmondi, 4th Floor, Road- A, Dhaka-1209 (the company), do hereby solemnly affirm and say as follows:

That the company is the absolute owner of the property under transfer and no one has any share in the said property. That the property is not under any contract for sale or not sold or not mortgaged or encumbered otherwise. Further it is not a public khas/vested property or abandoned or it has not been vested upon the government. That if any of the declarations made herein by me on behalf of the company is ever found to be not correct, I shall be held liable for any such mistake or misrepresentation and in case I give any false statement or conceal the truth as regards my right, title, interest and possession over the scheduled property and if it is detected later on, I shall be held liable for committing criminal offence. That if in future any defect in the description of the Scheduled Property is found, I agree to execute and register a fresh deed or deed of rectification/declaration as would be required in order to make corrected the deed.

THAT THE STATEMENTS MADE ABOVE ARE TRUE TO MY KNOWLEDGE AND BELIEF AND IN VERIFICATION WHEREOF, I SWEAR THIS AFFIDAVIT ON BEHALF OF THE COMPANY ON THIS THE _____ DAY OF ___________ 2009, BEFORE THE SUB-REGISTRAR.

________________________

Deponent

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

__________________

Identifier
General It will not be out of the place to mention here that the deed of mortgage supporting to be executed by the owner that ZLimited, represented by its Managing Director _______________ will be required to be filed with the Registrar of the Joint Stock Companies and Firms within 21 days following the date of execution of the deed of mortgage.
General Please re-check the Commercial and Technical Terms used in the Agreement and stipulate the necessary information in the gaps if left in the entire Agreement.
General Please fill in all blanks and insert appropriate dates in the draft Agreement.Please also ensure that the Agreement is executed on non-judicial stamp of Tk.150.00.

IRREVOCABLE GENERAL POWER OF ATTORNEY:

Reference of the Agreement Suggestions
Schedule-I Please insert the full schedule of the Mortgage Land
Affidavit BEFORE THE SUB-REGISTRAR,

AFFIDAVIT

I, ____________________, Managing Director of ZLimited, a private Company limited by shares incorporated in Bangladesh under the relevant Companies Act, 1994 having its office address at 84 Dhanmondi, 4th Floor, Road- A, Dhaka-1209 (the company), do hereby solemnly affirm and say as follows:

That the company is the absolute owner of the property under transfer and no one has any share in the said property. That the property is not under any contract for sale or not sold or not mortgaged or encumbered otherwise. Further it is not a public khas/vested property or abandoned or it has not been vested upon the government. That if any of the declarations made herein by me on behalf of the company is ever found to be not correct, I shall be held liable for any such mistake or misrepresentation and in case I give any false statement or conceal the truth as regards my right, title, interest and possession over the scheduled property and if it is detected later on, I shall be held liable for committing criminal offence. That if in future any defect in the description of the Scheduled Property is found, I agree to execute and register a fresh deed or deed of rectification/declaration as would be required in order to make corrected the deed.

THAT THE STATEMENTS MADE ABOVE ARE TRUE TO MY KNOWLEDGE AND BELIEF AND IN VERIFICATION WHEREOF, I SWEAR THIS AFFIDAVIT ON BEHALF OF THE COMPANY ON THIS THE _____ DAY OF ___________ 2009, BEFORE THE SUB-REGISTRAR.

__________________________

Deponent

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

________________________

Identifier
General Please re-check the Commercial and Technical Terms used in the Agreement and stipulate the necessary information in the gaps if left in the entire Agreement.
General Please fill in all blanks and insert appropriate dates in the draft Agreement.

Please also ensure that the Agreement is executed on non-judicial stamp of Tk.250.00.

Should you have any query, please do not hesitate to contact us. All papers/documents referred to us are returned herewith.

Thanking you.

Yours faithfully,

For: The Lawyers & Jurists

M.L.Hotel Tower Ltd,

208,Shahid Syed Nazrul Islam Sarani,

Bijoy Nagar, Dhaka-1000.

Email-admin@lawyersnjurists.com/nomaer@hotmail.com

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