VETTING OF PERFORMANCE GUARANTEE A/C UNITED Z COMILLA POWER LIMITED.

Dated: …………..

 Mr. X

Executive Vice President

One Bank Limited

Head Office

Zaman Court

45 Dilkusha Commercial Areas

Dhaka-1000

Dear Sir

 RE:      VETTING OF PERFORMANCE GUARANTEE

A/C UNITED Z COMILLA POWER LIMITED.

We refer to your letters dated 22.12.99 & 23.12.99 and subsequent telephonic discussions & meetings you had with one of our associates on several occasions lastly on 29.12.99 on the above subject. We have perused the drafts of the Performance Guarantee and other papers/documents referred to us.

As regards the revised draft sent by United Z Comilla Power Limited (USCP Limited) forwarded to us on 23.12.99, it appears from the 3rd clause (The payment will be made ……………………………….with the concurrence of the Beneficiary) that the Guarantee is a conditional one, which is contrary to the precondition of issuance of the unconditional Construction Bond by One Bank Limited on behalf of USCP Limited in favour of the Chairman, Rural Electrification Board (REB). As such it is not acceptable.

In view of the above observation and the request made by you, we are enclosing herewith a draft Performance Guarantee prepared by us in the light of your draft Performance Guarantee forwarded to us.

If you have further query please contact the undersigned.

Thanking you

Yours faithfully

 For: The Lawyers & Jurists

M.L.Hotel Tower Ltd,

208,Shahid Syed Nazrul Islam Sarani,

Bijoy Nagar, Dhaka-1000.

Email-admin@lawyersnjurists.com/nomaer@hotmail.com

www.lawyersnjurists.com

Country code+ Ph No.

Ph:0088-02-9571389; 0088-02-9513408,

0088-02-9564329, 0088-02-9564398

Direct cell with country code:

Local Code :

a)0088-01733689444

b)0088-01674647033

C)0088-01552632768

Guarantor: Christiania Bank OG

Principal: Ulstein Bergen, A.S.

Beneficiary: United Z Comilla Power Limited

Beneficiary Bank: One Bank Limited

United Z Comilla Power Limited

_______________________________

_______________________________

(please insert address of USCP)

BANK GUARANTEE NO. _____________________dated ____________.

Subject:           supply, delivery, supervision, erection of and performance of testing and commissioning of 3 (three) gas-fired power station of _____ MW each at Ashulia, Narsingdi and Chandina.

Sirs,

In pursuance of a Contract dated _________ (“the Contract”) between United Z Comilla Power Limited of ______(please insert address)______, and Ulstein Bergen, A.S. of ______________________________ (“the Contractor”) and in consideration of your awarding the subject work under the Contract dated __________ to the Contractor, we, Christiania Bank OG of __________________________, do hereby irrevocably and unconditionally undertake to pay you the sum not exceeding US $ ______________ (Taka ______________________) only upon the first written demand made by One Bank Limited, Head Office, Zaman Court, 45 Dilkusha Commercial Area, Dhaka-1000, Bangladesh (the Beneficiary Bank) with notice to you without any reference to the Contractor in the event of default on the part of the Contractor in performance of its contractual obligation under the Contract dated _____________. The demanded made by the Beneficiary Bank shall be conclusive proof of default on the part of the Contractor in performance of its contractual obligation under the Contract dated _____________ and shall also be conclusive proof of our obligation under this Guarantee.

The payment under this guarantee shall be made without failure and within three (3) days of making the demand. We hereby acknowledge and declare that our obligation under this guarantee shall be independent from the obligations of the Contractor under the Contract and the Beneficiary Bank and/or you are at liberty to have recourse against us at its/your discretion without taking any recourse against the Contractor.

In the event we fail to make payment under the guarantee within the stipulated period we shall be liable for delinquent charge at the rate of ________ % per annum for a period from the date on which payment is due until the date of actual payment.

This Guarantee shall remain valid for a period of _______________ months from the date of issue, expiring on _____________________.

This Guarantee shall be extended for a further period upon the request of the Beneficiary Bank and/or upon your request and we shall be bound to extend the validity of the guarantee for the period so required by the Beneficiary Bank and/or you within fifteen (15) days before the expiry of the validity of this Guarantee without reference to the Contractor.

 Failing to extend the Guarantee will amount to invocation and encashment of this Guarantee within the validity period and we shall be liable to pay the guaranteed amount or part thereof.

_________________________

Bank

Signed in presence of:

For: The Lawyers & Jurists

M.L.Hotel Tower Ltd,

208,Shahid Syed Nazrul Islam Sarani,

Bijoy Nagar, Dhaka-1000.

Email-admin@lawyersnjurists.com/nomaer@hotmail.com

www.lawyersnjurists.com

Country code+ Ph No.

Ph:0088-02-9571389; 0088-02-9513408,

0088-02-9564329, 0088-02-9564398

Direct cell with country code:

Local Code :

a)0088-01733689444

b)0088-01674647033

C)0088-01552632768

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