To sell Hypothecation Assets

BEFORE THE NOTARY PUBLIC AT DHAKA, BANGLADESH

IRREVOCABLE GENERAL POWER OF ATTORNEY

(TO SELL THE HYPOTHECATED ASSETS)

This POWER OF ATTORNEY is made on this the ________ day of ___________________, 2008.

We, X HOLDINGS LIMITED, a company incorporated under the Companies Act 1994, having its office at United House, 10 Gulshan Avenue, Gulshan 1, Dhaka, do hereby state as follows:

WHEREAS pursuant to a Term Loan Facility Agreement dated on or about the same date as this Power of Attorney (the “Term Loan Agreement”) executed between us, FINANCIAL COMPANY 1  (‘the Agent’), BANK 3   (“the Joint Lead Arranger”), COMPANY 1   (the “Co-Arranger”), BANK 1   (the “Co-Arranger”) and the banking companies/financial institutions listed in Schedule I hereunder (‘the Lenders’), the Lenders  have agreed to grant us term loan facility of an aggregate amount of Tk. 2,500,000,000.00 (Taka two thousand five hundred million) only (the “Facility”) on the terms and conditions therein.

AND WHEREAS as security, inter alia, for the Facility, we have already hypothecated all our fixed and current assets including and not limited to the plant, machinery and equipment, stock, book debts, receivables and accounts etc. both present and future, and all documents of title and all contracts and other documents whatsoever relating to such assets (hereinafter collectively referred to as the ‘Hypothecated Assets’) in favour of the Lenders and the Agent under the terms and conditions of the Letter of Hypothecation by way of Floating Charge dated __________________ (hereinafter referred to as “the Letter of Hypothecation”); and

AND WHEREAS in order to enable the Lenders and the Agent to sell the Hypothecated Assets on the occurrence of an Event of Default in accordance with the Term Loan Agreement, we have agreed to execute an irrevocable general power of attorney on the terms and conditions stipulated below.

Wherever any expressed term is used in this Power of Attorney and not defined hereunder, shall have the same meaning as those expressed and defined in the Letter of Hypothecation.

NOW THEREFORE BY THESE PRESENTS, we, X HOLDINGS LIMITED, in consideration of the Lenders granting us the Facility, do hereby irrevocably nominate, appoint and constitute: –

FINANCIAL COMPANY 1

ADDRESS:…………………

being the agent for the benefit of the Lenders acting through any authorised signatory or signatories, to be our true and lawful ATTORNEY to exercise any of the following powers for and on our behalf on the occurrence of an Event of Default by us under the Term Loan Agreement:

IN GENERAL TO DO ALL OTHER ACTS, DEEDS, MATTERS AND THINGS WHATSOEVER RELATING TO THE HYPOTHECATED ASSETS AND TO REALISE THE AMOUNT FROM SALE OF THE SAME TO ADJUST OUR LIABILITIES WITH THE LENDERS AND/OR THE AGENT UNDER THE TERM LOAN AGREEMENT.

THIS POWER OF ATTORNEY SHALL BE IRREVOCABLE UNTIL OUR ENTIRE LIABILITIES WITH THE LENDERS AND THE AGENT ARE FULLY LIQUIDATED AND THE LENDERS AND THE AGENT RELEASE US ABSOLUTELY FROM ALL LIABILITIES WHATSOEVER UNDER THE TERM LOAN AGREEMENT AND WE SHALL NOT EXECUTE ANY OTHER POWER OF ATTORNEY RELATING TO THE SALE OF THE HYPOTHECATED ASSETS IN FAVOUR OF ANY OTHER PERSON OR AUTHORITY EXCEPT UNDER THE TERMS AND CONDITIONS OF THE TERM LOAN AGREEMENT.

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

IN WITNESS WHEREOF, WE HEREUNTO PUT OUR SEAL AND SIGNATURE HERETO ON THE DAY, MONTH AND YEAR MENTIONED ABOVE.

Signed, sealed and delivered by X Holdings Limited through its authorised signatory in terms of Board Resolution dated ____________1.

2.

 For and on behalf of:X HOLDINGS LIMITED

_______________________

Name   :

Designation:

(Signature of the EXECUTANT)

SCHEDULE I – LIST OF TERM LOAN LENDERS

Lenders Participation in the Term Loan Facility (BDT in million) Lending Office
BANK 1 200.00 Head Office61 Dilkusha C/A

Dhaka 1000
BANK 2 100.00 Head Office6-8 Dilkusha C/A

Dhaka 1000
BANK 3 200.00 SCB House67, Gulshan Avenue

Gulshan

Dhaka – 1200
BANK 4 100.00 Head OfficeMetropolitan Chamber Building (3rd floor)

122-124, Motijheel C/A

Dhaka-1000
BANK 5 150.00 Head Office90 Motijheel C/A

2nd Floor

Dhaka 1000
BANK 6 150.00 Head OfficeBSB Building (18th floor)

8 Rajuk Avenue

Dhaka 1000
COMPANY 1 200.00 UTC Building (Level 16)8, Panthapath

Kawranbazar

GPO Box 619

Dhaka 1215
FINANCIAL COMPANY 2 50.00 BRAC Centre (Level 11)75 Mohakhali

Dhaka 1212

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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