Notice of the meeting of the Board of Directors

Dated:

NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS

Notice is hereby given to all Directors that a Meeting of the Board of Directors of X Land Development Limited will be held on __________ at ______________________________ at _______ a.m./p.m., to transact the following business and to adopt necessary resolution(s):

AGENDA

____________________

Chairman

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF X LAND DEVELOPMENT LIMITED HELD ON ____________ AT ___________________________________________ AT ________ A.M./P.M.

The following Directors attended the meeting:

Mr. ____________________ presided over the Meeting. There being quorum, the agenda of the notice dated ____________ was taken-up and the meeting proceeded to business as per agenda:

Agenda No.1:

To confirm minutes of the last Board Meeting:

The minutes of the last Board Meeting were read out by the Chairman and were confirmed.

Agenda No. 2:

To provide corporate guarantee in favour of ___________ Finance Limited (as the Agent), ________________ Bank, ___________ Company Limited, _____________Bank Limited, ______________ Bank Limited, ________ Bank Limited, __________ Bank Limited, ______________ Bank Limited and __________________ Investment Company Limited as term lenders to secure term loan facility of Tk. 2,500,000,000.00 (Taka two thousand five hundred million) only to be availed by Y Holdings Limited.

The Chairman informed the Board that term loan facility of an aggregate amount of Tk. 2,500,000,000.00 (Taka two thousand five hundred million) only has been approved in favour of Y HOLDINGS LIMITED, United House, 10 Gulshan Avenue, Gulshan 1, Dhaka in terms of Term Loan Facility Agreement dated ___________.

The Chairman further informed the Board that the term lenders have agreed to extend the said credit facilities on conditions, inter alia, that the Company shall stand as surety by executing third party corporate guarantee for the said loan. The Company is authorised under its object clause to give such third party guarantee. After threadbare discussion following resolution was unanimously adopted:

RESOLVED that the Company shall execute a corporate guarantee in favour of ___________ Finance Limited (as the Agent), ________________ Bank, ___________ Company Limited, _____________Bank Limited, ______________ Bank Limited, ________ Bank Limited, __________ Bank Limited, ______________ Bank Limited and __________________ Investment Company Limited as term lenders to secure term loan facility of Tk. 2,500,000,000.00 (Taka two thousand five hundred million) only to be availed by Y Holdings Limited

RESOLVED FURTHER that the terms and conditions of the Guarantee as per draft already circulated amongst the Directors be and are hereby approved.

RESOLVED FURTHER that Mr. __________________, _______________of the Company be and is hereby authorised to sign the Guarantee and/or any document/paper for and on behalf of the Company that may be necessary for the said purpose.

Agenda No. 3:

To transact any other business with consent of the Chair:

As there was no other matter to be discussed, the meeting ended with a vote of thanks to the Chair.

____________________

Chairman

Drafted by:

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