Agreement To Underwrite Debenture Stock - Legal Draft

This

Agreement made on the ..day of.BETWEEN XYZ Ltd. (hereinafter called

the company) of the one part and AB, etc (hereinafter called the underwriter)

of the other part.Whereas

the company is about to offer for public subscription .4 p.c. mortgage

debenture stock which to be constituted and secured by a trust deed framed in

accordance with the terms of the draft which has already been prepared, and for

the purpose of identification subscribed by D., a solicitor of the Supreme

Court.and

Whereas the company is desirous of insuring the said debenture stock.Now

Therefore it is hereby Agreed as follows :1.

The

company is to offer for public subscription the said.debenture stock.2.

Such

offer is to be made by a prospectus framed in accordance with the terms of the

draft prospectus annexed hereto, but with full power for the company, prior to

the publication of such prospectus, to modify the same in such manner as the

company shall think fit, provided that such modification shall be approved by

the said D.3.

The

underwriter shall take up and pay for at par the whole of the debenture stock

aforesaid which shall not have been taken up and allotted to other persons

within .. days after the first publication of the said prospectus and in

consideration of the obligation so imposed on him he shall be entitled to ..

or to .. p.c. of the premises on the said .. stock which shall be received by

the company upon the issue of that portion which shall be subscribed for and

allotted to persons other than the said underwriter.4.

The

underwriter shall pay up the full nominal value of the debenture stock taken up

by him as aforesaid by the instalments and at the times specified in the

prospectus aforesaid, less, however, the amount of the premium according to the

terms of prospectus as issued payable in respect thereof.5.

It

shall rest with the underwriter to fix the premium on which the said debenture

stock shall be offered for subscription by the said prospectus, and if he shall

not within .. (time) after notice in writing from the company requiring him to

specify the same comply with such request, then it shall rest with the company

to fix the premium.6.

Any

notice the underwriter may be given by sending the same through the post

addressed to him at his above mentioned address, and a notice so sent shall be

deemed to be served at the expiration of twelve hours after it is posted.in

Witness Whereof, etc.,* General.-In business transactions brokers are appointed for various purposes

and the expenditure on payment of brokerage is deductible as revenue

expenditure under the income-tax Act. [CIT v. Hoechst Pharmaceuticals Ltd.,

(1978 113 ITR 877 (Bom)]Letter

of Consent for Acting as BrokersDATE.Ref.

No.ToThe

Board of Directors,ABC

Co. Ltd.,..Dear

Sirs,Re:

Your public issue of 10% Secured Non-convertible Redeemable Bonds for the

aggregate value of Rs. 200 crores.We,

the undersigned, hereby testify and consent to act as Brokers to the aforesaid

issue and to our name being inserted as Brokers to the Issue in the Prospectus

which the Company intends so issue in respect thereof and we authorise : the

said Company to deliver this letter of consent to the Registrar of Companies Act,

1. We

are agreeable to accept brokerage at 1.5% on the nominal value on allotment of

Bonds made in respect of application bearing our stamps as Brokers and we

confirm that a copy of this letter may be delivered to the Registrar of

Companies pursuant to the provisions of section 76 (1) (v) of the Companies

Act, 1956.Yours

faithfully,Signature