Memorandum of understanding

MEMORANDUM OF UNDERSTANDING

THIS Memorandum of Understanding (“MOU”) is entered into on this _____ day of ___________________, 2006 by and between:

COMPANY 1 having it’s Head Offices at 168 Gulshan Avenue, Gulshan-2, Dhaka-1212, Bangladesh (hereinafter referred to as “RRR”, which expression shall be deemed to include its successor in interest and assigns) of the first part.

AND

BANK 1 , having its Head office at 40, Dilkusha Commercial Area, Dhaka, Bangladesh (hereinafter referred to as the “Bank” which expression shall be deemed to include its successors in interest and assigns) of the second part.

WHEREAS

I.          RRR has obtained a Cellular License to operate, inter alia, a Cellular telephone system and network in Bangladesh and is presently engaged in setting up Cellular telephone system and installing plant, machinery, equipment and Fiber Optic Cable for the purposes thereof.

RRR is desirous of taking finance facility to the extent of BDT 1,000,000,000 (Bangladesh Taka One Billion only) for the purpose of setting up Fibre Optic Cable for providing better GSM service.

III.       The Bank has agreed to provide COMPANY 1 investment facility to the extent of BDT 1,000,000,000 (Bangladesh Taka One Billion only) on the basis Hire Purchase Sheerkatul Meelk Investment Facility(“Investment Facility”).

NOW THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AS FOLLOWS:

(6)        PROVIDED ALWAYS and it is hereby agreed between the parities hereto that the Bank will provide COMPANY 1 Investment Facility amounting to BDT 1.00 Billion subject to mutually agreed terms and conditions.

IN THE WITNESS WHEREOF the parties hereto have set their hands on this the day and year first above written.

First Party:                                                                             Second Party

________________________                                      –––––––––––––––––––––––––

Witnesses:

Drafted by:

 For: “The Lawyers & Jurists”
M.L.Hotel Tower Ltd,208,Shahid Syed Nazrul Islam Sarani,
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