DEED OF PLEDGE
OF SHARE CERTIFICATES
IN
(1) [AAA]
(2) [BBB]
between
[NAME OF THE PLEDGOR]
- and -
THE EXPORT-IMPORT BANK OF KOREA
Dated [], 20[]
Table of Contents
1.
INTERPRETATION .............................................................................................. 2
2.
PLEDGE AND CHARGE ..................................................................................... 3
3.
CONTINUING SECURITY .................................................................................. 4
4.
DEPOSIT OF INSTRUMENTS ETC. ................................................................. 4
5.
REPRESENTATIONS AND WARRANTIES..................................................... 5
6.
COVENANTS BY PLEDGOR .............................................................................. 6
7.
NEGATIVE COVENANTS BY PLEDGOR ....................................................... 7
8.
PROTECTION OF SECURITY BY PLEDGEE ................................................ 8
9.
ENFORCEMENT ................................................................................................... 8
10.
POWER OF ATTORNEY ............................................................................... 10
11.
APPLICATION OF MONEYS ....................................................................... 10
12.
PROTECTION OF PERSONS DEALING WITH THE PLEDGEE .......... 10
13.
WAIVER ........................................................................................................... 10
14.
REMEDIES CUMULATIVE .......................................................................... 10
15.
INDULGENCE ................................................................................................. 11
16.
RELEASE OF SECURITY; RE-INSTATEMENT ...................................... 11
17.
ASSIGNMENT / TRANSFER......................................................................... 12
18.
CHANGES ........................................................................................................ 12
19.
CERTIFICATE ................................................................................................ 13
20.
NOTICES AND DEMANDS ........................................................................... 13
21.
EXPENSES ....................................................................................................... 14
22.
PROPER LAW AND JURISDICTION ......................................................... 14
23.
EXECUTION .................................................................................................... 14
APPENDIX “A” ............................................................................................................ 16
APPENDIX “B” ............................................................................................................ 18
APPENDIX “C”............................................................................................................ 19
APPENDIX “D”............................................................................................................ 20
APPENDIX “E” ............................................................................................................ 22
THIS DEED OF PLEDGE is made the [] day of [], 20[]
BETWEEN : 1. [name and address of the Pledgor] , (hereinafter called the “Pledgor”) and
2. THE EXPORT-IMPORT BANK OF KOREA of [] (hereinafter called the “Pledgee”).
WHEREAS: A.
[AAA], a company incorporated under the laws of [] whose registered office is
situate at [], has at the date hereof an authorised share capital of US$[] divided
into [] shares of nominal value of US$[] each, all of which shares have been
issued and are fully paid.
B.
[BBB], a company incorporated under the laws of [] registered office is situate
at [], has at the date hereof an authorised share capital of US$[] divided into
[] shares of nominal value of US$[] each, all of which shares have been issued
and are fully paid.
C.
The Pledgor is the registered and beneficial owner of the whole of the authorised
and issued share capital of each Company as follows:
[] shares in [AAA] represented by certificate[s] number[s] []
[] shares in [BBB] represented by certificate[s] number[s] []
D.
By a facility agreement dated the [] day of [], 20[] (hereinafter as the same
may from time to time be amended and/or supplemented being called the
“Facility Agreement”) and made between (1) the Companies as joint and several
borrowers, and (2) the Pledgee, as lender, the Pledgee agreed (inter alia) to make
available to the Companies a loan facility in the amount of [] upon condition
(inter alia), that the Companies procure the granting of a first priority pledge of
all share certificates for all shares in each Company and a first priority equitable
mortgage and charge of such shares to and in favour of the Pledgee.
NOW IT IS HEREBY AGREED as follows:-
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1.
Interpretation
1.1
Defined expressions
Words and expressions defined in the Facility Agreement shall have the same
meanings when used in this Deed unless the context otherwise requires.
1.2
Definitions.
In this Deed unless the context otherwise requires:"Secured Liabilities" means all present and future obligations and liabilities
(whether actual or contingent or whether owed in any capacity whatsoever) of
[AAA] and [BBB] Shipping Company Limited (together the Companies) to the
Pledgee under each Finance Document to which any of the Companies, or will
be, a party.
"Share Certificates" means the share certificates referred to in Recital C above and
any substitute share certificates.
“Shares” means, in relation to a Company, all issued shares in such Company
referred to in Recital A or, as the case may be, Recital B hereinabove and any
further shares issued from time to time by such Company to the Pledgor in addition
to or in exchange for any or all of the aforesaid shares and includes all dividends or
other distributions and interest paid or payable in connection therewith after the
date hereof and any bonus, preference or other shares hereafter issued or offered to
the Pledgor at any time in respect thereof, and the expression shall refer to the
Shares of both Companies, unless the context otherwise requires.
1.3
Interpretation.
In this Deed:(a)
The expressions the “Pledgor” and the “Pledgee” where the context so
admits, include their respective successors in title and assigns.
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(b)
The neutral personal and possessive pronouns “it” and “its” as used
herein import or include, where the context so admits, the masculine and/or the
feminine, either in the singular or in the plural number, as the case may be.
(c)
versa.
Words importing the singular only include the plural number and vice
(d)
References to persons include references to bodies corporate and
unincorporate.
(e)
References to assets include property, rights and assets of every
description.
(f)
References to any document or to any specified provision of a document
are to be construed as references to such document or to such provision as
amended or supplemented and/or novated from time to time; and
(g)
References to any enactment shall include re-enactments, amendments
and extensions thereof and include any subordinate Registration thereof.
1.4
Headings and Counterparts
The headings in this Deed are for convenience of reference only and shall not limit
or affect any of the terms hereof or their construction. This Deed may be executed
simultaneously in any number of identical copies each of which shall be an original
and only one such copy need be produced in any action or proceedings hereon.
2.
Pledge and Charge
In consideration of the premises the Pledgor, as registered holder and beneficial
owner, hereby pledges to the Pledgee, all the Share Certificates and does further
mortgage and charge by way of equitable mortgage, assign, transfer, deposit and
set over to and in favour of the Pledgee all the Shares.
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3.
Continuing Security
3.1
The security created by this Deed shall be held by the Pledgee as a continuing
security for (a) the due and punctual payment to the Pledgee of the Outstanding
Indebtedness and the performance and observance of and compliance with all other
obligations under and all other covenants, terms and conditions of the Facility
Agreement, the Security Documents and all and any documents executed or to be
executed pursuant thereto to be performed complied with and observed by the
Companies or either of them and (b) the due and punctual observance of all the
terms, covenants and conditions of this Deed to be observed by the Pledgor.
3.2
This Deed shall be a collateral and additional security to every other security which
may now have been or may at any time hereafter be given to the Pledgee by the
Pledgor or by the Companies or any of them or by any other person or persons,
company or companies, partnership or partnerships, in respect of the obligations or
liabilities which it secures.
4.
Deposit of Instruments etc.
4.1
The Pledgor as security for its obligations under this Deed has concurrently with
the execution hereof delivered or arranged or procured to be delivered to, and
deposited with, the Pledgee: (a)
the Share Certificates;
(b)
instruments of transfer of the Shares in the form set out in Appendix “A”
hereto, duly executed by the Pledgor as transferor and attested but with a
blank for the names of the transferees and the latters’ testimonia and
attestations;
(c)
irrevocable proxies and powers of attorney in the form set out in Appendix
“B” hereto, duly executed by the Pledgor;
(d)
undated letters of resignation, in the form set out in Appendix “C” hereto,
duly signed by each of the Directors and the Secretary of each Company;
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(e)
a letter of authority and undertaking from each of the Directors and the
Secretary of each Company in the form set out in Appendix “D” hereto.
4.2.
The Pledgor will procure that forthwith, upon receipt by each Company of a
notice from the Pledgee or on its behalf giving notice of the pledge evidenced
hereby and attaching a certified copy of this Deed, such Company will cause
memoranda of pledge to be made in its register of members against the Shares
and deliver to the Pledgee a certificate that such memoranda were made in the
form of the certificate set out in Appendix “E” hereto.
5.
Representations and Warranties
The Pledgor hereby represents and warrants to the Pledgee as at the date hereof and
as a continuing warranty during the subsistence of this Deed that: (a)
It has the power, capacity and right to pledge the Share Certificates and to
charge the Shares in the manner aforesaid and that the same are free of all
Security Interests.
(b)
It has not heretofore pledged or charged nor allowed any lien to arise or
attach, and it will not create any Security Interest in respect of the whole or
any part of the Share Certificates or the Shares, other than in favour of the
Pledgee.
(c)
As at the date hereof it is the registered and beneficial owner of the Shares
and lawful holder of the Share Certificates as specified in Recital C
hereinabove.
(d)
The Shares have been duly authorised, validly issued and are fully paid.
(e)
The pledging of the Share Certificates or the charging of the Shares will not
violate any provision of law or any agreement or commitment to which the
Pledgor and the Companies or either of them are or is a party.
(f)
All consents, licences, approvals and authorisations which are required in
connection with the execution, validity, performance or enforceability of
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this Deed have been obtained and are valid and subsisting at the date
hereof.
(g)
The entry into and performance by the Pledgor of this Deed and the
transactions contemplated hereby will in no way exceed or violate in any
respect any provision of any law or regulation or any order or decree of any
governmental authority, agency or court or any provisions of its
constitutional documents or of any mortgage, charge, deed, contract or
other undertaking or instrument to which the Pledgor is a party or which is
binding on the Pledgor or the Pledgor’s assets, nor will it result in the
creation of any security interest, lien, charge or encumbrance on any one of
the assets of the Pledgor other than as may be created hereunder.
(h)
6.
The Pledgor has not taken and will not take any security from the
Companies or either of them in respect of any liability hereunder or in
respect of any other liability of the Companies or either of them to the
Pledgor.
Covenants by Pledgor
The Pledgor hereby further covenants and agrees with the Pledgee that at all times
during the continuance of this Deed: (a)
It shall warrant and defend the right, title and interest of the Pledgee in the
Shares and to the Share Certificates against the claims and demands of all
persons whomsoever.
(b)
It shall, so long as they are not in default hereunder or as long as the
Companies or either of them is not in default under the instruments which
are secured hereby, exercise the voting and other rights attached to the
Shares but shall not do so in any way prejudicial or likely to be
prejudicial to the security of the Pledgee or take any other action which
would prejudice such security.
(c)
It shall at any time and from time to time upon the written request of the
Pledgee promptly and duly execute and deliver all such further instruments
6
and documents (including, without limitation, instruments of transfer and
powers of attorney) as the Pledgee may reasonably require for the purpose
of (i) perfecting its right, interest and title to the Share Certificates and in
the Shares or (ii) vesting or enabling the Pledgee to vest the same in itself
or in its nominee or nominees or in any purchaser or purchasers or (iii)
otherwise obtaining the full benefit of this Deed and of the rights, powers
and remedies hereby granted.
7.
Negative Covenants by Pledgor
The Pledgor hereby further covenants and agrees with the Pledgee that during the
continuance of this Deed: -
(a)
It shall not create or permit to subsit any encumbrance, claim, lien, or
liability on or over the Share Certificates or to the Shares or any part
thereof, and in the event of such encumbrance, claim, lien or liability
occurring, forthwith to notify the Pledgee and to take all steps and make all
payments necessary to obtain the release of the Share Certificates or the
Shares from such encumbrance, claim, lien or liability.
(b)
It shall not sell, or agree to sell, or otherwise dispose of the Shares or any
part thereof without the prior written consent of the Pledgee.
(c)
It shall not transfer or assign or agree to transfer or assign the Shares or any
part thereof without the prior written consent of the Pledgee.
(d)
It shall not execute or agree to execute any pledge of the Share Certificates
or any mortgage or charge on the Shares or any part thereof (other than in
favour of the Pledgee) without the prior written consent of the Pledgee.
(e)
So long as any part of the Outstanding Indebtedness is unpaid, it shall not
consent to, vote for, nor permit any Company (to the extent possible) to
proceed with the increase of the authorised share capital of such Company
or with the allotment of any unissued shares in such Company without the
prior written consent of the Pledgee provided that such consent shall be
7
given provided such shares are immediately pledged to the Pledgee and
PROVIDED ALWAYS that no Event of Default shall have occurred.
(f)
8.
It shall not do any act or pass any resolutions for the purpose of changing
the Directors of any Company, as registered on the date hereof, unless the
prior written consent of the Pledgee is obtained, such consent shall be given
provided that the relevant instruments appended hereto at Appendices A-D
are immediately executed.
Protection of Security by Pledgee
Without prejudice to the other rights and powers of the Pledgee, the Pledgee
without limitation shall be entitled (but not bound) at all times to take any such
action as it may think fit for the purpose of preserving or protecting the security
created by this Deed. Any costs or expenses incurred and any payments made by
the Pledgee for the aforementioned purpose shall be reimbursed to the Pledgee by
the Pledgor within 3 days from the date of the Pledgee's demand and thereafter
shall be treated as immediately due and owing by the Pledgor to the Pledgee and
shall thenceforth bear interest at the rate provided in the Facility Agreement and
shall be secured and recoverable hereunder.
9.
Enforcement
9.1
Unless and until an Event of Default occurs, the Pledgee shall not put into effect
any of the documents referred to in clauses 4 and 18 hereof and Appendices A to D
shall have no effect and the Pledgor shall be entitled to exercise all voting and/or
consensual powers pertaining to the Shares or any part thereof for all purposes not
inconsistent with the terms of this Deed or the Facility Agreement or any of the
Security Documents or any documents executed or to be executed pursuant hereto
and thereto.
9.2
If an Event of Default shall occur or at any time after the security hereby created
has become otherwise enforceable, the Pledgee shall be entitled without any notice
and irrespective of whether notice has been given under Clause 18.14 of the
Facility Agreement, to put into force and exercise all or any of the powers and
8
remedies possessed by it according to law as pledgee of the Share Certificates and
equitable pledgee and mortgagee of the Shares and in any event shall have the right
(but shall not be bound) at any time at its sole discretion: (a)
To sell and realise all or any of the Shares for such consideration (whether
payable immediately or by instalments) upon such other terms and in such
manner (whether by public sale or private treaty, or through a stockbroker
or a securities corporation or otherwise) as the Pledgee may in its absolute
discretion think fit (subject to the Pledgee giving the Pledgor fourteen days’
written notice of its intention so to do).
(b)
To complete any blank instruments of transfer held by the Pledgee in
respect of the Shares in favour of itself or its nominee or nominees (subject
to obtaining the prescribed Exchange Control permission of the Central
Bank of []) and to procure the registration of any such transfers; and/or, in
connection with or in order to facilitate the sale and/or transfer of the
Shares, to remove the existing Directors of the Companies or either of them
by dating and/or completing and putting into effect the Letters of
Resignation of the Directors of the relevant Company and to appoint new
Directors.
(c)
To proceed to protect and enforce its rights by civil action or by other
appropriate proceedings either for the sale of the Shares or any part thereof
in satisfaction of the moneys secured hereby or in aid of the exercise of any
contractual power contained herein or to enforce any other right, power or
remedy at common law or in equity; and/or
(d)
To exercise all or any of the voting and other rights attaching to the Shares
on such terms and in such manner as it may in its absolute discretion think
fit; and/or
(e)
To receive, collect, recover, sue for and if necessary use the name of the
Pledgor for the recovery of all dividends or other distributions of profits,
bonus shares and/or other moneys or property due or receivable in respect
of the Shares or any part thereof.
9
10.
Power of Attorney
The Pledgor hereby irrevocably appoints the Pledgee to be the lawful Attorney of
the Pledgor for the purpose of carrying out the provisions of this Deed and of
taking any action and executing any instruments which the Pledgee may deem
necessary or advisable in the exercise of the powers hereby conferred on it or
otherwise to accomplish the purposes and full benefit of this Deed.
11.
Application of Moneys
All moneys received by the Pledgee under or in connection to this Deed or as a
result of the exercise by the Pledgee of any of its rights under or pursuant to this
Deed shall, subject to any prior claims thereon, be applied by it in the order set out
in Clause 13.7 (Payments) of the Facility Agreement but without prejudice to the
right of the Pledgee to recover any shortfall from the Pledgor.
12.
Protection of persons dealing with the Pledgee
No person or persons dealing with the Pledgee shall be concerned to enquire
whether any event has happened upon which any of the powers herein contained
are or may be exercisable, or otherwise as to the propriety or regularity of any
exercise thereof.
13.
Waiver
No failure on the part of the Pledgee to exercise, and no delay in exercising, any
right, power or remedy hereby conferred shall operate as a waiver thereof nor shall
any single or partial exercise by the Pledgee of any right, power or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or remedy.
14.
Remedies cumulative
10
No remedy conferred by this Deed upon the Pledgee is intended to be exclusive of
any other remedy and each and every such remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or now or hereafter existing at
common law or in equity or by statute.
15.
Indulgence
The Pledgee may at any time, without discharging impairing or in any way
affecting the security hereby created or its rights hereunder: (a)
determine, vary, increase or reduce the Facility
(b)
grant to the Companies or either of them or to any other person, partnership
or company any time or indulgence;
(c)
renew any bills, notes or other negotiable securities;
(d)
deal with, exchange, release, modify or abstain from perfecting or
enforcing any securities or other guarantees or rights which it may now or
hereafter have from or against the Companies or either of them or any other
person, partnership or company;
(e)
compound with the Companies or either of them or with any guarantor
or any other person, partnership or company.
16.
Release of Security; Re-instatement
16.1
Subject to the provisions of sub-clause 16.2 below, the Pledgee shall, upon
payment of the Outstanding Indebtedness and discharge of all obligations of the
Companies under the Facility Agreement and the Security Documents:(a)
re-deliver to the Pledgor the documents delivered to it pursuant to Clause
4 and Clause 18 hereof and any other documents delivered to the Pledgee
11
pursuant to this Deed, whereupon the security created hereby shall be
automatically released and the pledge extinguished; and
(b)
16.2
give notice of discharge of the pledge to each Company for the purpose of
cancelling the memoranda of pledge made in its register of shareholders.
If any discharge (whether in respect of the obligations of the Companies or either
of them or any security for those obligations or otherwise) or arrangement is made
in whole or in part on the faith of any payment, security or other disposition which
is avoided or must be restored on insolvency, liquidation or otherwise without
limitation, the liability of the Pledgor under this Deed will continue as if the
discharge or arrangement had not occurred.
17.
Assignment / Transfer
17.1
The Pledgor may not assign or transfer any of its rights or obligations under this
Deed.
17.2
The Pledgee may assign or transfer (including by way of novation) all or any of its
rights, benefits or obligations under this Deed to any person in favour of whom an
assignment or transfer has been made in accordance with Clause 25 of the Facility
Agreement and the Pledgor undertakes, immediately on being requested to do so
by the Pledgee to enter into such documents as may be necessary or desirable to
effect such assignment or transfer. The cost of such assignment or transfer shall
be subject to the provisions of Clause 22.2(c) of the Facility Agreement.
18.
Changes
The Pledgor will procure that there shall be no appointment of any further Director,
Secretary or other officer of any Company without the prior consent in writing of
the Pledgee, which consent the Pledgee may give provided that each such further
Director, Secretary or other officer to be appointed has delivered to the Pledgee an
undated signed letter of resignation and a signed letter of authority and undertaking
in the form of the letters set out in Appendices “C” and “D” hereto, respectively.
12
19.
Certificate
The certificate of any authorised officer or representative of the Pledgee for the
time being as to any sum of money for the time being due by the Companies and/or
any other person under the Facility Agreement and/or any of the Security
Documents and/or under any other documents executed or to be executed pursuant
thereto shall, save for any manifest error, be conclusive for all purposes and
binding on the Pledgor.
20.
Notices and Demands
Any notice, demand or other communication to be given or made between the
Pledgor and the Pledgee hereunder shall be in writing and shall be deemed to have
been sufficiently given or made if sent by registered post or telefax as follows:
(a)
To the Pledgor at: []
Attention: []
Telefax: []
or to such other address or telefax number as the Pledgor may notify the Pledgee,
in writing. Communications sent by the Pledgee to the Pledgor by telefax shall be
deemed to have been received at the time of despatch and if sent by registered post
they shall be deemed to have been received on the fifth day following the date of
despatch.
(b)
To the Pledgee at:
16-1 Yoido-dong
Youngdeungpo-gu
Seoul 150-996, Korea
Attention: Ship Finance Office
Telefax: []
13
or to such other address or telefax number as the Pledgee may notify the Pledgor in
writing. Communications sent by the Pledgor to the Pledgee by telefax or by
registered post shall be effective upon receipt by the Pledgee.
21.
Expenses
The Pledgor shall pay all costs, charges and expenses incurred by the Pledgee in
connection with the negotiation, preparation, engrossment, completion and, if
required, registration of this Deed and for the purpose of giving effect to the terms
hereof and of preserving and enforcing or attempting to enforce the security
created hereby.
22.
Proper Law and Jurisdiction
22.1
This Deed shall be governed by and construed in accordance with the laws of [].
22.2
For the purpose of any proceedings which the Pledgee may take in or before the
courts of [] the Pledgor hereby submits to the non-exclusive jurisdiction of such
courts and hereby irrevocably appoints [] of [] as its agent to accept service of
all legal process hereunder on its behalf PROVIDED ALWAYS that the Pledgee
may at its option sue the Pledgor in any other courts having jurisdiction in the
premises.
23.
Execution
This Deed may be executed by the parties hereto on different dates. For all intents
and purposes the date of execution of this Deed shall be deemed to be the date on
which the last of the parties hereto executes the same and shall be inscribed in the
cover page and the preamble as the date of this Deed.
IN WITNESS whereof this Deed has been duly executed as of the day and year first
above written.
14
SIGNED SEALED AND DELIVERED
by []
the duly authorised Attorney of []
in the presence of the following
two witnesses: 1. []
2. []
SIGNED by []
duly authorised Attorney of
THE EXPORT-IMPORT BANK OF KOREA
in the presence of: []
15
APPENDIX “A”
INSTRUMENT OF TRANSFER OF SHARES
We, [Name of Pledgor] of [], in consideration of the sum of US$1 (One United States
Dollar) paid to us by [] of (hereinafter called the “Transferee”) and for other good and
valuable consideration evidenced by a Facility Agreement dated [] 20[] made between
The Export-Import Bank of Korea (the “Lender”) as lender and [AAA] and [BBB] as joint
and several borrowers do hereby transfer to the Transferee, pursuant to the terms of a Deed
of Pledge of Share Certificates dated [] 20[] and made between ourselves and the
Lender, shares of US$[] each numbered from [] inclusive in the undertaking called [] to
hold unto the Transferee subject to the several conditions on which we held the same
immediately before the execution hereof; and we, the Transferee, do hereby agree to
accept and take the said shares subject to the conditions aforesaid.
IN WITNESS whereof [Name of Pledgor] have duly executed this Instrument of Transfer
on the [] day of [], 20[].
Signed, sealed and delivered
by
the duly authorised Attorney of
[Name of Pledgor]
………………………………….
Witness to the above signature:
(Sgd) ..........................................
(Full Name) ...............................
(Description) .............................
(Address) ...................................
.....................................................
IN WITNESS whereof
16
have duly executed this Instrument of Transfer/has hereunto set his hand on the [] day of
[] 20[].
Witness to the above signature:
(Sgd) ..........................................
(Full Name) ...............................
(Description) .............................
(Address) ...................................
17
APPENDIX “B”
IRREVOCABLE PROXY AND POWER OF ATTORNEY
We, [], of [] being the owners of [] shares in [], of [] (the “Company”) which shares
have been pledged to [], of [] pursuant to a Deed of Pledge dated the [] day of [] 20[],
hereby make constitute and appoint the said [], to be our true and lawful Proxy and
Attorney with full power to appoint a nominee or nominees to act hereunder from time to
time to waive notice of all or any Annual and Extraordinary General Meetings of the
Company, to attend such Meetings and to vote our said shares in the Company at all such
Meetings or to sign resolutions in writing of all the shareholders of the Company, with the
same force and effect as we, as the owners of the said shares might or could do and we
hereby ratify and confirm all that the said Proxy and Attorney or its nominee or nominees
shall do or cause to be done by virtue hereof.
We hereby revoke any proxy or proxies or power or powers of attorney heretofore given
by us.
This Proxy and Power of Attorney is coupled with an interest and is irrevocable and shall
remain irrevocable as long as the aforesaid Deed of Pledge is in force.
IN WITNESS whereof this Instrument has been duly executed this [] day of [], 20[].
SIGNED SEALED AND DELIVERED
by
the duly authorised Attorney
of
in the presence of:-
Name: []
Address: []
18
APPENDIX “C”
LETTER OF RESIGNATION
Date: []
Messrs
[] COMPANY LIMITED, (the “Company”)
Dear Sirs,
I hereby tender my resignation from the office of [Director] [Secretary] of the Company as
from today.
I hereby confirm that I have no claim whatsoever against the Company for loss of office or
otherwise.
Yours faithfully,
...............................………….
[Name of Director/Secretary]
19
APPENDIX “D”
LETTER OF AUTHORITY AND UNDERTAKING
TO: [] (the “Pledgee”)
DATED: []
Dear Sirs,
COMPANY LIMITED (the “Company”)
I, the undersigned, holding the office in the Company set out opposite my name refer to
the facility agreement dated [], 20[] (as the same may be supplemented or amended
from time to time the “Facility Agreement”) and a deed of pledge dated [], 20[] in
respect of (inter alia) all shares in the Company (the “Shares Pledge”) executed in
favour of the Pledgee as security for all sums due to the Pledgee under the Facility
Agreement.
For good and valuable consideration provided by the Lender (as defined in the Facility
Agreement) (the receipt and sufficiency of which is hereby acknowledged) I hereby
irrevocably authorise and undertake with the Pledgee that:
1)
for so long as any monies are owed to the Pledgee (actually or contingently)
under the Facility Agreement I will not acting alone or in concert with any one
or more of my fellow Directors or other officers of the Company or with any
other person, enter into or accept or authorise any act or commitment in
contravention of the covenants under the Facility Agreement or the Shares
Pledge;
2)
I hereby irrevocably authorise the Pledgee at any time on or after the occurrence
of [an Event of] Default (as defined in the Facility Agreement) to date, use and
otherwise put into full effect the undated letter of resignation delivered by me to
the Pledgee pursuant to the Shares Pledge.
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Yours faithfully,
[Director] [Secretary]
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APPENDIX “E”
SECRETARY’S CERTIFICATE
[] COMPANY LIMITED
It is hereby certified that Memoranda have been made in the Register of Members of []
(the “Company”) to the effect that the share certificates in respect of the shares
described in the Schedule hereunder have been pledged to [] of [] (the “Pledgee”) in
accordance with the terms and conditions of a Shares Pledge dated [] 20[], due notice
of the said pledge having been given by the Pledgee to the Company accompanied by a
certified copy of the said Shares Pledge.
It is further certified that we have not heretofore received any notice of pledge in
relation to the same shares.
SCHEDULE
[] Ordinary Shares of US$[].- each, held by
Dated this [] day of [] 20[].
Secretary of []
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