IGPA to Sell Land Related Loan Facility Agreement

BEFORE THE SUB-REGISTRAR, _________________, ____________

IRREVOCABLE GENERAL POWER OF ATTORNEY

This IRREVOCABLE GENERAL POWER OF ATTORNEY is made on this the ______ day of _________________, 2005:

We:

A.     COMPANY 1, a private limited company incorporated under the relevant Companies Act, having its registered office at Plot no: 251/L, House no. 23, Road no.13/A, Dhanmondi Residential Area, Dhaka, having its TIN No. 003-201-7536/Co-3, represented by its Chairman, Mr. Harunur Rashid, hereinafter referred to as the ‘COMPANY 1’; and

B.     MRS. A, wife of Mr. Xof ____________________, at present residing at Plot no: __________________________, Dhanmondi Residential Area, Dhaka; having TIN No. _________________________________.

do hereby state as follows:

WHEREAS:

2.              We, (1) COMPANY 1 and (2) MRS. A are the owners with full title and in possession of land measuring 4.5941 acres and land measuring 1.7295 acres more particularly described in the Schedule A and B below respectively (collectively the ‘Scheduled Land’);

3.              COMPANY 1 has been granted a syndicated term loan facility by:

1. BANK 1Address___________

 

2. BANK 2

Address___________

3. BANK 3

Address___________

4. BANK 4

Address___________

5. BANK 5

Address___________

(Parties Nos. (1)-(5) are the hereinafter collectively referred to as “the Term Loan Lenders” and individually as “the Term Loan Lender”)

pursuant to the Term Loan Facility Agreement dated January 05, 2005 (the “Term Loan Facility Agreement”) of the stipulated amount and on the terms and conditions thereunder.

4.              COMPANY 1 has been granted a syndicated working capital facility by:

1.       BANK 1

Address___________

2. BANK 2

Address___________

3.        BANK 3

Address___________

4.        BANK 4

Address___________

5. BANK 5.

Address___________

(Parties Nos. (1)-(5) are the hereinafter collectively referred to as “the Working Capital Lenders” and individually as “the Working Capital Lender”)

pursuant to the Working Capital Facility Agreement dated March 16, 2005 (the “Working Capital Facility Agreement”) of the stipulated amount and on the terms and conditions thereunder.

5.              COMPANY 1 has also been granted a syndicated lease financing facility by:

1. COMPANY 2Address_____________

2. COMPANY 3

Address_____________

3. COMPANY 4

Address_____________

 

(Parties Nos. (1)-(3) are the hereinafter collectively referred to as the “Lessors” and individually as the “Lessor”)

pursuant to the Lease Facility Agreement dated January 05, 2005 (the “Lease Agreement”) of the stipulated amount and on the terms and conditions thereunder.

6.              The “Term Loan Lenders”, the “Working Capital Lenders” and the “Lessors” are hereinafter referred to as the “Financiers” and “Term Loan Facility Agreement”, the “Working Capital Facility Agreement” and “Lease Agreement” are hereinafter referred to as the “Credit Contracts”.

7.              In consideration for the Financiers granting COMPANY 1 term loan, working capital and lease financing facility, we have created legal mortgage over the Scheduled Land in favour of the Financiers securing the term loan, working capital and lease financing facility.

8.              In order to exercise the power to sell the Scheduled Land, it is necessary for us to execute this Irrevocable General Power of Attorney in favor of COMPANY 2, being the Agent for the benefit of the Financiers under the Pari Passu Security Sharing Agreement dated March 16, 2005 in the manner stipulated hereunder.

Wherever any expressed term is used in this Agreement and not defined hereunder, such term shall have the same meaning as those expressed and defined in the Credit Contracts, as may be applicable.

NOW, THEREFORE, BY THESE PRESENTS, WE, (1) COMPANY 1 and (2) MRS. A, do hereby nominate, constitute and appoint:

COMPANY 2

COMPANY OF BANGLADESH LIMITED

Address________________

as our true and lawful ATTORNEY, being the Agent for the benefit of the Financiers, acting through any of its signatory or signatories, to do all or any of the following acts, deeds and things:

9.              To incur any expenditure that may be necessary for taking over, management and control of the Scheduled Land or any part thereof and for sale, mortgage or disposal thereof and to incur any liabilities on our behalf for the said purpose;

10.          To advertise through newspapers or otherwise for auction of the Scheduled Land or any part thereof, to arrange and effect the auction or sale, to receive the bid money, and apply the same in meeting expenses and in liquidating our indebtedness under the Credit Contracts;

11.          To negotiate for sale of the Scheduled Land or any part thereof, settle the terms of sale, to sign, seal, execute and deliver all such contracts, agreements, sale deeds or deeds of conveyance and/or other documents, and/or instruments of transfer with all necessary and reasonable covenants therein on our behalf, and generally upon such terms and conditions as the Attorney shall deem necessary or expedient;

12.          To do and perform all other acts, matters and things that may be necessary or proper for completing the sale or disposal of the Scheduled Land or any part thereof;

13.          To realize, receive and take payment of any consideration or purchase money or other moneys that may become payable to us in connection with such sale or disposal as aforesaid and upon receipt thereof to give and grant sufficient and effectual receipts or discharges for the same;

14.          To collect, receive and take payment of any of our receivables or book debts or other moneys that may become payable to us from any person, firm, company or authority and upon receipt thereof to give and grant sufficient and effectual receipts or discharges for the same;

15.          To represent us before the Government of Bangladesh or any other governmental authorities, the Bangladesh Bank or any other bank, company, corporation or body in connection with the transactions referred to hereinabove and sign and execute whatever instruments that may be necessary for obtaining the approval, if required, of such transactions by any governmental agency or any other organization or institution for the purpose of completion of the sale of the Scheduled Land;

16.          To appear, represent and act in all civil or criminal courts or arbitration and before judicial and revenue authorities, either in the original or appellate side as well as in any government department, local authority, autonomous, semi-autonomous authority or other body corporate, and to prosecute or defend or to take part in all or any action, application, suit, appeal, proceeding, and for such purposes to subscribe, sign and verify all plaints, written statements and Memorandum of Appeal and to do all acts, deeds and things which may be necessary in relation thereto and to execute any power or vokalatnamas by signing on our behalf to prevent the impairment of the Scheduled Land or to preserve and protect the interests of the Financiers therein;

17.          To appoint and retain lawyers and advocates and to remove such retainers from time to time and again to appoint as occasion shall require for the aforesaid purposes;

18.          To apply for withdrawal, withdraw and receive all moneys that may be deposited in any court or office concerning the Scheduled Land or any part thereof in case of acquisition or requisition of the Scheduled Land or any part thereof by any Governmental Authority;

19.          Regardless of whether an Event of Default has occurred and is continuing under the Credit Contracts, to perfect a legal mortgage or charge of the Scheduled Land or any part thereof in favour of the Financiers at such time and in such manner and present it for registration and get the same registered in favour of the Financiers at our cost and on our account;

20.          To take all steps for obtaining income tax clearance certificate, if any, for the registration of sale deeds, deeds of conveyance and mortgage deeds relating to the sale or mortgage of the Scheduled Land or any part thereof, and further, to obtain any other sanction or permission from any authority for sale, transfer or legal mortgage of the Scheduled Land;

6.              To appear before any District Registrar or Sub-Registrar or other officers or authority having jurisdiction in that behalf in relation to the Scheduled Land for registration and acknowledge and register pursuant to the provisions and regulations in that respect for the time being in force, all instruments and writings including sale deeds, deeds of conveyance, mortgage deeds executed and signed either by us directly or under the authority of these presents and to present for registration and to admit execution thereof  and do all such acts  and deeds in that behalf as may be, or the Attorney may seem, proper and expedient;

C.    To cause mutation when it is necessary in the revenue records and to make such statements personally or through lawyers or other agents to effectuate the purposes contained herein;

4. To affirm or swear such affidavits as may be necessary from time to time in respect of the Scheduled Land or any part thereof as required by the Bangladesh Transfer of Immovable Property (Temporary Provisions) Order, 1972 or any other law in respect of the Scheduled Land or any part thereof;

  1. From time to time to appoint any substitute or substitutes and to delegate to him or them all or any of the powers authorities or discretion vested in the Attorney under or by virtue of these presents (other than this power of sub?delegation) and to remove any such substitute or substitutes at pleasure and appoint another or others in its or their place to do all such other acts, deeds, matters and things as may be necessary, usual, proper or expedient for the purposes hereof.

AND we do hereby ratify and confirm whatever the said Attorney shall lawfully do or cause to be done by virtue of these presents.

AND the powers conferred on the Attorney hereunder are solely to protect the interests of the Financiers in the Scheduled Land and shall not impose any duty upon the Attorney to exercise any such power. The Attorney shall be accountable only for amounts that is actually received as a result of the exercise of such powers, and neither it, nor any of its officers, directors, employees, or agents, shall be responsible to us for any act or failure to act hereunder.

This POWER OF ATTORNEY has been made in consideration of the term loan, working capital and lease financing facility granted to COMPANY 1 by the Financiers and shall be irrevocable till entire liabilities of COMPANY 1 with the Financiers are fully liquidated and the Attorney releases us absolutely from all liabilities whatsoever and we shall not execute any other power of attorney in favour of anyone in connection with the Scheduled Land.

SCHEDULE OF THE LAND

SCHEDULE-A

1. All that piece and parcel of land measuring 2.29 91/100 acres situated within District ___________________________, Sabek J L No. 143, Hal J L No. 01 Mouza Shimrail under following dags and khatians:

Khatians Dags Area of land
C.S. S. A. R.S. Namjari C.S. S. A. R.S.
158 222 95 812 382 382 324 0.10 acres
205 258 105 1595 384 384 270 0.18 acres
157 221 103, 123 221 387 387 267 834 ajutangsha
68 31/1 123 1129 386 386 268 0.11 acres
94/1 268 971 286 286 273 0.22 acres
59 428 159 288 288 284, 285 0.23 acres
245 359 23 839 287 287 276 0.18 acres
224 383/425 105 842, 778 383 383 271 1200 ajutangsha
68 132 316 843, 844 377 377 295 833 ajutangsha
233 322 18 838 371 371 291 1325 ajutangsha
19 12 18 835 371/727 371/727 290 333 ajutangsha
173 230 95 753 376 376 294 433 ajutangsha
240 344 176 753 375 375 272 0.14 acres
345/4 363 162 881 374 374 275 1200 ajutangsha
226, 227 300 300 753 373, 289 373, 289 293, 288 0.11 acres
226, 227 300 300 754 372, 289 372, 289 288, 289, 292 0.38 acres
233 322 18 371 371 291 333 ajutangsha
Total 2.29 91/100acre

2. All that piece and parcel of land measuring 2.29 50/100 acres situated within District __________________________-, Sub-Registry office Narayanganj, Sabek J L No. 143, Hal J L No. 01 Mouza Shimrail under following dags and khatians:

Khatians Dags Area of land
C.S. S. A. R.S. Namjari C.S. S. A. R.S.
158 222 95 811 382 382 324 0.10 acres
224 383/425 105 842, 778 383 383 271 566 ajutangsha
205 258 105 1595 384 384 270 0.19 acres
68 132 316 843, 844 377 377 295 417 ajutangsha
157 221 103, 123 221 387 387 267 833 ajutangsha
68 31/1 123 1128 386 386 268 0.11 acres
59 428 159 288 288 284, 285 0.22
233 322 18 836 371 371 291 675 ajutangsha
19 12 18 835 371/727 371/727 290 167 ajutangsha
173 230 95 753 376 376 294 217 ajutangsha
240 344 176 753 375 375 272 0.07 acres
345/4 363 162 881 374 374 275 650 ajutangsha
226, 227 300 300 753 373, 289 373, 289 293, 288 500 ajutangsha
226, 227 300 300 754 372, 289 372, 289 288, 289, 292 1850 ajutangsha
42 94/1 268 971 286 286 273 0.22
233 322 18 371 371 291 333 ajutangsha
245 359 23 841 287 287 276 0.19 acres
224 383/425 105 842, 778 383 383 271 567 ajutangsha
68 132 316 843, 844 377 377 295 417 ajutangsha
233 322 18 836 371 371 291 675 ajutangsha
19 12 18 835 371/727 371/727 290 166 ajutangsha
173 230 95 753 376 376 294 217 ajutangsha
240 344 176 753 375 375 272 0.07 acres
345/4 363 162 881 374 374 275 650 ajutangsha
226, 227 300 300 753 373, 289 373, 289 293, 288 500 ajutangsha
226, 227 300 300 754 372, 289 372, 289 288, 289, 292 1850 ajutangsha
Total 2.29 50/100

– Total 4.5941 acres of land along with all constructions and building constructed and to be constructed thereon together with all rights, interests, title, easements etc. attached thereto in the name of COMPANY 1.

SCHEDULE-B

All that piece and parcel of land measuring 1.7295 acres situated within District _______________________, Sub-Registry office Narayanganj, Sabek J L No. 143, Hal J L No. 01 Mouza Shimrail under following dags and khatians:

Khatians Dags Area of land
C.S. S. A. R.S. Namjari C.S. S. A. R.S.
158 222 95 222 382 382 324 0.09 acre
224 383/425 105 842 383 383 271 566 ajutangsha
68 132 316 844 377 377 295 417 ajutangsha
157 221 103, 123 221 387 387 267 833 ajutangsha
68 31/1 123 1130 386 386 268 1020 ajutangsha
42 132 268 971 286 286 273 0.21 acre
59 428 159 288 288 284, 285 0.23 acre
245 359 23 840 287 287 276 0.18 acre
252/2 372 18 837 371 371 291 663 ajutangsha
19 12 18 835 371/727 371/ 727 290 167 ajutangsha
240 343 176 753 375 375 272 750 ajutangsha
224 383/425 105 778 383 383 271 567 ajutangsha
68 132 316 843 377 377 295 416 ajutangsha
252/2 372 18 837 371 371 291 662 ajutangsha
19 12 18 835 371/ 727 371/727 290 167 ajutangsha
173 230 95 753 376 376 294 217 ajutangsha
240 343 176 753 375 375 272 750 ajutangsha
345/4 363 162 881 374 374 275 600 ajutangsha
226, 227 300 300 753 373, 289 373, 289 293, 288 550 ajutangsha
226, 227 300 300 754 372, 289 372, 289 288, 289, 292 1850 ajutangsha
Total 1.7295 acre

-Total 1.7295 acres of land along with all constructions and building constructed and to be constructed thereon together with all rights, interests, title, easements etc. attached thereto in the name of SAJEDA ABEGUM.

IN WITNESS WHEREOF WE HAVE CAUSED THIS POWER OF ATTORNEY TO BE EXECUTED ON THE DAY, MONTH AND YEAR MENTIONED ABOVE.

Signed, sealed and delivered by COMPANY 1through its authorised signatory in terms of Board Resolution dated ______________ in presence of:1. For and on behalf of:COMPANY 1

_______________________________

Name: Mr. X

Designation: Managing Director
2. ______________________Name: Mrs. A

Address: ______________

(Signature of the EXECUTANTS)

BEFORE THE SUB REGISTRAR, ______________

A F F I D A V I T

I, HARUNUR RASHID, Managing Director of COMPANY 1, a private limited company incorporated under the Companies Act, 1994, having its registered office at Plot no: 251/L, House no. 23, Road no.13/A, Dhanmondi Residential Area, Dhaka, and I, MRS. A, wife of Mr. Xof Nazirpur, Begumganj, Noakhali, at present residing at Plot no: 251/L, House no. 23, Road no.13/A, Dhanmondi Residential Area, Dhaka; do hereby solemnly affirm and say as follows:-

01.        That the immovable properties subject matter of this Power of Attorney are not attached under the Bangladesh Collaborators (Special Tribunal) Order, 1972.

02.        That the immovable properties subject matter of this Power of Attorney are not abandoned properties within the meaning of the Bangladesh Abandoned Property (Control, Management and Disposal Order, 1972 (P.O. No. 16 of 1972).

03.        That the Power of Attorney to be executed in connection with the immovable properties is not void under any law for the time being in force.

04.        That the proposed Power of Attorney is not liable to be void under Article 5A of the Bangladesh Land Holding (Limitation) Order, 1972 (P.O. No. 98 of 1972).

05.        That the execution of the Power of Attorney does not contravene any provision of any other law for the time being in force.

06.        That the immovable properties subject matter of this Power of Attorney have been correctly described and have not been undervalued and the Executant has transferable right in such property.

THE STATEMENTS MADE ABOVE ARE TRUE TO OUR KNOWLEDGE AND BELIEF AND IN VERIFICATION WHEREOF, WE SIGN THIS AFFIDAVIT ON THIS THE ______ DAY OF _________________, 2005, BEFORE THE SUB-REGISTRAR, ____________________, ________________.

__________________________

Mr. X

__________________________

Mrs. A

Deponents

The deponents are known to me, identified by me and have signed in my presence.

_________________________

Identifier

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