Irrevocable General Power of Attorney

BEFORE THE NOTARY PUBLIC, BANGLADESH

IRREVOCABLE GENERAL POWER OF ATTORNEY

(To sell the hypothecated stocks of machinery & equipment i. e. electrical equipments for bicycle industry, PVC conveyor, PU pouring machine & PU conveyor, furniture & fixture, office equipment, finished goods etc.)

WHEREAS, we, X ASSOCIATES LIMITED, a private company limited by shares incorporated under the companies Act 1994, having its registered office address at ……………………………………………… & factory address at……………………………………………, represented by its Managing Director Mr. Md. Mizanur Rahman, requested DUTCH-BANGLA BANK LIMITED, “Banani Branch”, Plot # 75, Block # B, Kemal Ataturk Avenue, Banani, Dhaka-1213, Bangladesh, (the Bank) has sanctioned us an aggregate loan facilities of Tk.2,20,20,000.00 (Taka two crore twenty lac twenty thousand) only (the ‘Loan’), in the form of (i) Letter of Credit (Cash, at sight)-Specific limit of Tk.1,12,90,000.00 (Taka one crore twelve lac ninety thousand) only & (ii) Term Loan-Specific limit of Tk.1,07,30,000.00 (Taka one crore seven lac thirty thousand) only, on the terms and conditions set forth in the Sanction Letter No. ……………………………………….dated ………….. (the ‘Sanction Letter’).

KNOW ALL MEN BY THESE PRESENTS that we, X ASSOCIATES LIMITED, a private company limited by shares incorporated under the companies Act 1994, having its registered office address at ……………………………………………… & factory address at……………………………………………, represented by its Managing Director Mr. Md. Mizanur Rahman, in consideration of granting us composite facility mentioned above and with a view to secure repayment of the said facility, do hereby irrevocably, nominate, appoint and constitute:

DUTCH-BANGLA BANK LIMITED

Banani Branch

Plot # 75, Block # B, Kemal Ataturk Avenue

Banani, Dhaka-1213

Bangladesh.

Head Office:

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

195, Motijheel Commercial Area

Dhaka-1000;

as our true and lawful ATTORNEY (hereinafter called the ATTORNEY BANK).

  1. To sell the hypothecated stocks of machinery & equipment i. e. electrical equipments for bicycle industry, PVC conveyor, PU pouring machine & PU conveyor, furniture & fixture, office equipment, finished goods etc. stored/installed or to be stored/installed at our registered office & factory address at _________________________________________________ or anywhere throughout the country (hereinafter collectively called the “ Hypothecated Stocks”).
  1. The Stocks mentioned above being hypothecated with the ATTORNEY BANK, the ATTORNEY BANK at its absolute discretion may sell the same without intervention of any court of law as per the provisions of the Artha Rin Adalat Ain, 2003 and all proceeds received under this authority shall be treated as true and valid receipt on our behalf and may be adjusted against our liabilities with the ATTORNEY BANK.
  1. To seal, sign and execute any document and to do any act on our behalf relating to the aforesaid Stock hypothecated by us to the said ATTORNEY BANK and to receive all sale proceeds to adjust our Investment liabilities remaining with the ATTORNEY BANK, without the intervention of court of law.
  1. To do any act on our behalf relating to the said hypothecated Stocks with the ATTORNEY BANK.
  1. To deliver the possession of the said Hypothecated Stocks to the purchaser, transferee or assignee, as the case may be and to do all other acts in this regard.

IN GENERAL TO DO ALL OTHER ACTS, DEEDS, MATTERS AND THINGS WHATSOEVER IN OR ABOUT THE SAID HYPOTHECATED stockS AND TO RELEASE THE AMOUNT FROM SALE OF THE SAME AND TO ADJUST OUR LIABILITIES TO THE SAID ATTORNEY BANK.

THIS POWER OF ATTORNEY SHALL BE IRREVOCABLE UNTIL OUR ENTIRE LIABILITIES WITH THE ATTORNEY BANK ARE FULLY LIQUIDATED AND THE SAID ATTORNEY BANK RELEASES US ABSOLUTELY FROM ALL LIABILITIES WHATSOEVER AND WE SHALL NOT EXECUTE ANY OTHER POWER OF ATTORNEY RELATING TO THE SAID HYPOTHECATED stockS.

WE DO HEREBY UNDERTAKE AND AGREE TO RATIFY WHATSOEVER THE SAID ATTORNEY BANK SHALL LAWFULLY DO OR CAUSE TO BE DONE UNDER THESE PRESENTS AND TO INDEMNIFY THE ATTORNEY BANK AGAINST ALL COST AND EXPENSES INCURRED BY IT.

IN WITNESS WHEREOF, WE HEREUNTO SET OUR SEAL AND SIGNATURE THROUGH OUR REPRESENTATIVE ON THIS THE ______ DAY OF _________________, 2009 OF CHRISTIAN ERA, BEFORE THE NOTARY PUBLIC, BANGLADESH.

For & on behalf of:

X ASSOCIATES LIMITED

____________________________

(Authorized seal & signature)

Name               :

Designation       :

Sealed, signed and delivered by

X ASSOCIATES LIMITED

Mr. Y, Managing Director

being the authorized signatory in terms of Board

Resolution dated …………………….,

In the presence of:

1.

Drafted by:

2.

For: The Lawyers & Jurists

M.L.Hotel Tower Ltd,

208,Shahid Syed Nazrul Islam Sarani,

Bijoy Nagar, Dhaka-1000.

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