Deed of mortgage

Mortgage value: Tk. 1,005,000,000.00

DEED OF MORTGAGE

This DEED OF MORTGAGE (this “Mortgage”), dated as of ______ day of _______________, 2005, executed:

BY

A. COMPANY 1, a private limited company incorporated under the relevant Companies Act, having its registered office at Plot no: 251/L, House no. 23, Road no.13/A, Dhanmondi Residential Area, Dhaka, having its TIN No. 003-201-7536/Co-3, represented by its Chairman, Mr. Harunur Rashid, hereinafter referred to as the ‘COMPANY 1’; and

  1. MRS. A, wife of Mrs. X of Nazirpur, Begumganj, Noakhali, at present residing at Plot no: 251/L, House no. 23, Road no.13/A, Dhanmondi Residential Area, Dhaka; having TIN No. ________________________________ .

(Part Nos. A & B are hereinafter collectively referred to as the ‘Mortgagors’ and individually as ‘Mortgagor’)

IN FAVOUR OF

COMPANY 1, a financial institution having its office at Hadi Mansion (6th & 7th Floor), 2, Dilkusha Commercial Area, Dhaka-1000 (hereinafter referred to as the “Agent” acting as agent for the Term Loan Lenders, Working Capital Lenders and Lead Lessor for the Lessors); and the Term Loan Lenders, Working Capital Lenders and the Lessors listed in Schedule I to this Mortgage (collectively referred to as the “Mortgagees” and each individually being a “Mortgagee”).


WHEREAS:

A.By a Term Loan Facility Agreement dated January 05, 2005 entered into between COMPANY 1 as borrower, the Agent and the Term Loan Lenders (the “Term Loan Facility Agreement”), the Term Loan Lenders have agreed to grant the COMPANY 1 a syndicated term loan facility of a maximum amount of Tk. 305,000,000.00 (Taka three hundred and five million) only (the “Term Loan Facility”) on the terms and conditions contained therein;

B.                  By a Working Capital Facility Agreement dated March 16, 2005 entered into between COMPANY 1 as borrower, the Agent and the Working Capital Lenders (the “Working Capital Facility Agreement”), the Working Capital Lenders have agreed to grant the COMPANY 1 a syndicated working capital facility of a maximum amount of Tk. 512,000,000.00 (Taka five hundred twelve million) only (the “Working Capital Facility”) on the terms and conditions contained therein;

C.                  By a Lease Facility Agreement dated January 05, 2005 entered into between COMPANY 1 as lessee, the Agent and the Lessors (the “Lease Agreement”), the Lessors have agreed to grant COMPANY 1 a syndicated lease financing facility of a maximum amount of Tk. 188,000,000.00 (Taka one hundred eighty eight million) only (the “Lease Facility”) on the terms and conditions contained therein;

D.                  The Term Loan Facility Agreement, the Working Capital Facility Agreement and the Lease Agreement are hereinafter referred to as the Credit Contracts and the Term Loan Facility, Working Capital Facility and Lease Facility are hereinafter referred to as the Credit Facilities;

E.                  COMPANY 1 is the owner with full title and in possession of land measuring 4.5941 acres more fully described in the Sub-Schedule-A of Schedule-II below;

F.                  Mrs. B is the owner with full title and in possession of land measuring 1.7295 acres more fully described in the sub-Schedule-B of Schedule-II below;

G.                 The MORTGAGEES have agreed to grant Credit Facilities to COMPANY 1 on conditions, inter alia, that the MORTGAGORS shall mortgage their

respective lands more fully described in Sub-Schedule-A and Sub-Schedule-B under Schedule II below (the ‘Scheduled Land’) as security for the Credit Facilities to be availed by COMPANY 1;

H.                  The MORTGAGORS have agreed to create simple mortgage on the Scheduled Land;

I.                     The MORTGAGEES have also agreed to take simple mortgage of the Scheduled Land for a sum of Tk. 1,005,000,000.00 (Taka one thousand five million only) as security for the Credit Facilities given to COMPANY 1.

NOW THIS DEED OF MORTGAGE WITNESSES AS UNDER:

1.                   In consideration of granting Credit Facilities to COMPANY 1 by the MORTGAGEES under the Credit Contracts, the MORTGAGORS hereby transfers and conveys by way of simple mortgage whole of the Scheduled Land with all rights, interest, easements and structures belonging thereto on pari passu basis as security for the Credit Facilities given by the MORTGAGEES to COMPANY 1 and as security for all costs, charges and expenses incidental to or in connection with this mortgage as well as for the protection, assertion, enforcement or defence of the rights and title of the MORTGAGEES and for the performance and observance of the covenants and conditions on the part of the MORTGAGORS to be observed and performed hereby, and for the demand, realisation and recovery of the sums hereby secured or any part thereof.

2.                   If COMPANY 1 fails to pay the Credit Facilities to the MORTGAGEES in the manner stated in the Credit Contracts or in any other manner so agreed between COMPANY 1 and the MORTGAGEES, then the MORTGAGEES shall be entitled to recover the outstanding dues from the MORTGAGORS under these presents by sale of the Scheduled Land without intervention of the Court of law.

3.                   It is further stated that the MORTGAGEES, if necessary, shall be entitled to sell the Scheduled Land without intervention of any Court of law at their own discretion as provided in section 69 of the Transfer of Property Act and the same shall be regarded as valid and binding on all the parties, to which the MORTGAGORS will not object.

4.                   The MORTGAGORS also confirm that the Agent may for the benefit of the MORTGAGEES, sell the Scheduled Land under section 12 of the Artha Rin Adalat Ain, 2003 and during the sale of the property, the Agent shall have absolute discretion for the benefit of the MORTGAGEES to determine the sale price of the Scheduled Land and the sale price so determined shall be binding on the MORTGAGORS.

5.                   That the Scheduled Land shall be kept in good condition at the cost and expenses of the MORTGAGORS. If the MORTGAGOR shall make default in keeping the Scheduled Land in good and substantial repair, after being required by the MORTGAGEES or Agent in writing to do so, it shall be lawful but not obligatory on the MORTGAGEES or Agent at the expense of the MORTGAGORS to repair and keep in repair, with liberty for that purpose to enter upon the Scheduled Land, and all sums expended for such purpose shall be repayable by the MORTGAGORS to the MORTGAGEES on demand, together with interest thereon. The MORTGAGORS shall take all necessary steps for the preservation of the Scheduled Land from destruction, forfeiture or sale (except as herein authorised by the MORTGAGEES), and for the defence of its title thereto, and in case the MORTGAGORS shall refuse or neglect to take any such steps after being required by the MORTGAGEES or Agent in writing to do so, it shall be lawful but not obligatory on the MORTGAGEES or Agent to expend sums necessary for such purpose, and all sums expended for such purpose shall be repayable by the MORTGAGORS to the MORTGAGEES on demand, together with interest thereon.

6.                   That the MORTGAGORS will not allow any Receiver to be appointed for the Scheduled Land except at the instance of the MORTGAGEES, who shall always at their discretion be able to appoint a Receiver for the said land nor shall any distress or execution be levied or enforced upon or against the said land or any attempt to create any charge or mortgage on the said land which may prejudice the security hereby created shall be illegal and of no effect.

7.                   That the MORTGAGORS hereby declare that they are the sole and absolute owners in possession of the Scheduled Land and the Scheduled Land is free from all encumbrances and the MORTGAGORS are legally entitled to mortgage the same with the MORTGAGEES by way of simple mortgage and it has not done or suffered, and shall not do, any act, deed or matter by reason of which the same may be or become in any manner charged or encumbered or otherwise prejudicially affected. The MORTGAGORS shall not without the previous written consent of the MORTGAGEES grant any lease, sublease or licence in respect of the Scheduled Land or any part thereof.

8.                   The MORTGAGORS hereby represent and warrant to the MORTGAGEES that the simple mortgage and security interest granted pursuant to this Mortgage Deed, together with the registration of this Mortgage with the Land Registration Authority and the Registrar of the Joint Stock Companies, constitutes a valid and perfected first priority mortgage on a pari passu basis and security interest on the Scheduled Land in favour of the MORTGAGEES.

9.                   That the MORTGAGORS will permit the MORTGAGEES, their agent, employees, and nominees from time to time to enter into or upon the Scheduled Land or any part thereof and to view, inspect and value the same and take inventories thereof, as and when necessary.

10.               That the MORTGAGORS hereby agree that they will pay all taxes and rates which are or may become payable on the Scheduled Land with the MORTGAGEES and agrees to indemnify the MORTGAGEES for any default of the MORTGAGORS in making such payments and on demand by the MORTGAGEES the MORTGAGORS shall produce receipts or other evidence of such payments, and in the event the MORTGAGORS shall neglect or refuse to make such payments or produce such receipts or evidence, after being required by the MORTGAGEES or Agent in writing to do so, it shall be lawful but not obligatory on the MORTGAGEES to expend sums necessary for such purpose, and all sums expended for such purpose shall be repayable by the MORTGAGOR to the MORTGAGEES on demand, together with interest thereon.

11.               That the MORTGAGORS hereby agree that neither this mortgage nor any thing contained herein shall impair, extinguish, limit or otherwise prejudicially affect all or any of the rights, remedies, privileges, benefits or securities or guarantee which the MORTGAGEES have acquired or may acquire hereinafter or that may otherwise be available to the MORTGAGEES.

12.               That the MORTGAGEES are at liberty to enforce the mortgage at any time if COMPANY 1 fails or defaults in repaying the Credit Facilities in terms of the Credit Contracts and in such event(s) the MORTGAGEES are at liberty to enter upon and take possession of the Scheduled Land and thenceforth to quietly possess and enjoy the same, to receive the rents and profits thereof, and/or to lease the same, without interruption, protest, claim or demand by the MORTGAGORS or any person(s) whatsoever.

13.               That on payment of the full outstanding amount under the Credit Contracts by COMPANY 1 to the MORTGAGEES and on payment of all interests and other charges due thereon the MORTGAGORS at their own costs, will be entitled to redeem the Scheduled Land from the MORTGAGEES free from all encumbrances and charges accruing on the MORTGAGEES and on such redemption this mortgage shall be deemed to have been extinguished.

14.               In the event the MORTGAGEES suffer any loss/damage arising out of or caused by any false statement, misrepresentation or concealment of facts regarding the right, title, interest and possession of the Scheduled Land, the MORTGAGORS shall be liable to refund the Mortgage Value i.e. Tk. 1,005,000,000.00 (Taka one thousand five million only) to the MORTGAGEES immediately on demand and shall also be liable to be punished for such offence under the existing law and the exercise of the right under this provision shall under no circumstances prejudice the MORTGAGEES from taking any other recourse against the MORTGAGORS for recovery of their dues.

15.               If the Scheduled Land or any part thereof or any interest therein is sold owing to failure by the MORTGAGORS to pay revenue or other charges of public nature due in respect thereof or is acquired under any law for the time being in force, the MORTGAGEES shall be entitled to claim payment of the Credit Facilities and/or other sums secured hereby in whole or part out of any surplus of the sale proceeds remaining after payment of such revenue or charges and deductions, notwithstanding that the Credit Facilities has not become due.

16.               The mortgage hereby created shall not be discharged by the intermediate payment or satisfaction of the whole or part of the indebtedness of the MORTGAGORS to the MORTGAGEES but shall be a continuing såcurity and shall extend to cover any indebtedness which shall for the time being constitute the balance due from the MORTGAGORS under the Credit Contracts or hereunder.

17.               Certificates by the MORTGAGEES as to the money and liabilities for the time being due or incurred in connection with the Credit Contracts, Credit Facilities and/or this Deed shall be conclusive evidence against the MORTGAGORS in any legal proceedings.

18.               The MORTGAGORS agree that any demand or notice including all notices in connection with this deed or the mortgage hereby created shall be deemed proper and sufficient if posted to the MORTGAGORS at their address last available or notified to the MORTGAGEES in writing, and the same shall be deemed to have been delivered in the due course of post whether actually delivered or not.

19.               The expressions ‘COMPANY 1’, “MORTGAGOR” and “MORTGAGEE” shall where the context admits include their respective successors in title, and for the MORTGAGEES, their respective assigns.

CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE CREDIT CONTRACTS.

SCHEDULE I

LIST OF THE MORTGAGEES

THE TERM LOAN LENDERS

1. BANK 1Address_________________

 

 

2. BANK 2

Address_________________

 

 

3. BANK 3

Address_________________

4. BANK 4

Address_________________

5. BANK 5

Address_________________


THE WORKING CAPITAL LENDERS

1.       BANK 1Address_________________

2. BANK 2

Address_________________

3. BANK 3

Address_________________

4. BANK 4

Address_________________

5. BANK 5.

Address_________________

THE LESSORS

1. COMPANY 1Address_________________

2. COMPANY 2

Address_________________

3. COMPANY 3

Address_________________

 

SCHEDULE II

SUB-SCHEDULE-A

1. All that piece and parcel of land measuring 2.29 91/100 acres situated within District Narayanganj, P.S. Siddirganj, Sub-Registry office Narayanganj, Sabek J L No. 143, Hal J L No. 01 Mouza Shimrail under following dags and khatians:

Khatians Dags Area of land
C.S. S. A. R.S. Namjari C.S. S. A. R.S.
158 222 95 812 382 382 324 0.10 acres
205 258 105 1595 384 384 270 0.18 acres
157 221 103, 123 221 387 387 267 834 ajutangsha
68 31/1 123 1129 386 386 268 0.11 acres
94/1 268 971 286 286 273 0.22 acres
59 428 159 288 288 284, 285 0.23 acres
245 359 23 839 287 287 276 0.18 acres
224 383/425 105 842, 778 383 383 271 1200 ajutangsha
68 132 316 843, 844 377 377 295 833 ajutangsha
233 322 18 838 371 371 291 1325 ajutangsha
19 12 18 835 371/727 371/727 290 333 ajutangsha
173 230 95 753 376 376 294 433 ajutangsha
240 344 176 753 375 375 272 0.14 acres
345/4 363 162 881 374 374 275 1200 ajutangsha
226, 227 300 300 753 373, 289 373, 289 293, 288 0.11 acres
226, 227 300 300 754 372, 289 372, 289 288, 289, 292 0.38 acres
233 322 18 371 371 291 333 ajutangsha
Total 2.29 91/100acre

2. All that piece and parcel of land measuring 2.29 50/100 acres situated within District Narayanganj, P.S. Siddirganj, Sub-Registry office Narayanganj, Sabek J L No. 143, Hal J L No. 01 Mouza Shimrail under following dags and khatians:

Khatians Dags Area of land
C.S. S. A. R.S. Namjari C.S. S. A. R.S.
158 222 95 811 382 382 324 0.10 acres
224 383/425 105 842, 778 383 383 271 566 ajutangsha
205 258 105 1595 384 384 270 0.19 acres
68 132 316 843, 844 377 377 295 417 ajutangsha
157 221 103, 123 221 387 387 267 833 ajutangsha
68 31/1 123 1128 386 386 268 0.11 acres
59 428 159 288 288 284, 285 0.22
233 322 18 836 371 371 291 675 ajutangsha
19 12 18 835 371/727 371/727 290 167 ajutangsha
173 230 95 753 376 376 294 217 ajutangsha
240 344 176 753 375 375 272 0.07 acres
345/4 363 162 881 374 374 275 650 ajutangsha
226, 227 300 300 753 373, 289 373, 289 293, 288 500 ajutangsha
226, 227 300 300 754 372, 289 372, 289 288, 289, 292 1850 ajutangsha
42 94/1 268 971 286 286 273 0.22
233 322 18 371 371 291 333 ajutangsha
245 359 23 841 287 287 276 0.19 acres
224 383/425 105 842, 778 383 383 271 567 ajutangsha
68 132 316 843, 844 377 377 295 417 ajutangsha
233 322 18 836 371 371 291 675 ajutangsha
19 12 18 835 371/727 371/727 290 166 ajutangsha
173 230 95 753 376 376 294 217 ajutangsha
240 344 176 753 375 375 272 0.07 acres
345/4 363 162 881 374 374 275 650 ajutangsha
226, 227 300 300 753 373, 289 373, 289 293, 288 500 ajutangsha
226, 227 300 300 754 372, 289 372, 289 288, 289, 292 1850 ajutangsha
Total 2.29 50/100

– Total 4.5941acres of land along with all constructions and building constructed and to be constructed thereon together with all rights, interests, title, easements etc. attached thereto in the name of COMPANY 1.

SUB-SCHEDULE-B

All that piece and parcel of land measuring 1.7295 acres situated within District Narayanganj, P.S. Siddirganj, Sub-Registry office Narayanganj, Sabek J L No. 143, Hal J L No. 01 Mouza Shimrail under following dags and khatians:

Khatians Dags Area of land
C.S. S. A. R.S. Namjari C.S. S. A. R.S.
158 222 95 222 382 382 324 0.09 acre
224 383/425 105 842 383 383 271 566 ajutangsha
68 132 316 844 377 377 295 417 ajutangsha
157 221 103, 123 221 387 387 267 833 ajutangsha
68 31/1 123 1130 386 386 268 1020 ajutangsha
42 132 268 971 286 286 273 0.21 acre
59 428 159 288 288 284, 285 0.23 acre
245 359 23 840 287 287 276 0.18 acre
252/2 372 18 837 371 371 291 663 ajutangsha
19 12 18 835 371/727 371/ 727 290 167 ajutangsha
240 343 176 753 375 375 272 750 ajutangsha
224 383/425 105 778 383 383 271 567 ajutangsha
68 132 316 843 377 377 295 416 ajutangsha
252/2 372 18 837 371 371 291 662 ajutangsha
19 12 18 835 371/ 727 371/727 290 167 ajutangsha
173 230 95 753 376 376 294 217 ajutangsha
240 343 176 753 375 375 272 750 ajutangsha
345/4 363 162 881 374 374 275 600 ajutangsha
226, 227 300 300 753 373, 289 373, 289 293, 288 550 ajutangsha
226, 227 300 300 754 372, 289 372, 289 288, 289, 292 1850 ajutangsha
Total 1.7295 acre

-Total 1.7295 acres of land along with all constructions and building constructed and to be constructed thereon together with all rights, interests, title, easements etc. attached thereto in the name of MRS. A.


IN WITNESS WHEREOF, the Mortgagors have caused this Deed of Mortgage to be duly executed and delivered as of the date first above written.

Signed, sealed and delivered by COMPANY 1 through its authorised signatory in terms of Board Resolution dated ________________In witness of: For and on behalf of:
COMPANY 1

 

_______________________________

Name: Mrs. X

Designation: Managing Director1. ___________________Name: Mrs. AAddress: Plot no: 251/L, House no. 23 Road no.13/A, Dhanmondi Residential Area, Dhaka.

(Signature of the MORTGAGORS)

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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