Mutation of Mortgages

[Date]

“W ” Bangladesh Telecom Limited

14 Mohakhail Commercial Area

Dhaka 1212  Bangladesh

Attention:        _________________

Re:  Mutation of Mortgages

1.                 Reference is made to (i) the Credit Agreement, dated November 30, 2004, among “W” Bangladesh Telecom Limited (the “Borrower“), [Govco Incorporated, as Tranche A Primary Lender, Citibank, N.A., as Tranche A Alternate Lender, Motorola Credit Corporation, as Tranche B Lender, Citicorp North America, Inc., as Govco Administrative Agent, Overseas Private Investment Corporation,][Citibank, N.A., Dhaka Branch, as Tranche C Lender, Bank 1, as Tranche D Lender,][the financial institutions set forth in Schedule 1 hereof], Eastern Bank Limited, as Facility Agent,] and Citicorp International Limited, as Intercreditor Agent, (the “Credit Agreement“), and (ii) the Borrower’s letter dated December 21, 2004 (the “Waiver Request“), requesting certain waivers under the Credit Agreement.

2.                 Capitalized terms used but not defined herein have the meaning given such terms in the Credit Agreement.  In addition, as used herein:

“Relevant Khatians” means the documents set forth in Annex 1 to this letter agreement.

“Relevant Property” means the Borrower’s Property set forth in Annex 2 to this letter agreement.

3.                 For the purposes of the Disbursement, based on the statements made by the Borrower in the Waiver Request and subject to the conditions set out below in this letter agreement, each Lender consents to the waiver of Section [13][13][11] (Security) of Schedule [5][4][4] (Conditions Precedent) to the Credit Agreement to the extent that such provision requires the Borrower, prior to the Disbursement Date, (i) to provide each  Lender with evidence that all necessary, registrations, and recordings with respect to the mortgages applicable to the Relevant Property were made and (ii) to deposit with the Security Agent certified copies of the Relevant Khatians; provided that the Borrower, not later than 60 days from the date hereof, shall deposit with the Security Agent:

(a)                   the final Mutation Parcha[1], duly attested by the Assistant Commissioner of Land, applicable to each parcel of the Relevant Property;

(b)                   a DCR[2] applicable to each parcel of the Relevant Property;

(c)                   evidence satisfactory to the Security Agent that all [ground rent][3] payments due in respect of each parcel of Relevant Property have been paid; and

(d)                   certified copies of the Relevant Khatians.

4.                 For the purposes of Section [13][13][14].16.3 (Security) of the Credit Agreement, based on the statements made in the Waiver Request and subject to the conditions set out below in this letter agreement, each[Taka Group] Lender consents to a waiver of the obligation that, prior to the Disbursement Date, (i) all necessary, registrations and recordings with respect to the mortgages applicable to the Relevant Property are made and (ii) certified copies of the Relevant Khatians are provided to the Security Agent; provided that the Borrower shall remain obligated to comply fully with the provisions of Section [13][13][14].16.3 (Security) of the Credit Agreement on and after the date falling 60 days from the date hereof.

5.                 [For the purposes of Section 5.1 (Disbursed Loans Conditions Subsequent) of the Credit Agreement, based on the statements made by the Borrower in the Waiver Request and subject to the conditions set out below in this letter agreement, each Disbursed Lender consents to the waiver of Section 11 (Security) of Schedule 5 (Conditions Subsequent) to the Credit Agreement to the extent that such provision requires the Borrower (i) to provide each Disbursed Lender with evidence that all necessary, registrations, and recordings with respect to the mortgages applicable to the Relevant Property were made and (ii) to deposit with the Security Agent certified copies of the Relevant Khatians; provided that the Borrower shall comply with the provisions of paragraph 3 of this letter agreement not later than 60 days from the date hereof.][4]

6.                 The effectiveness of the foregoing waivers contained in paragraphs 3 [and][through] [4][4][5] of this letter agreement is subject to the Borrower, by its execution of this letter agreement in the space indicated below, having indicated (i) its agreement to the terms set forth herein and (ii) its acknowledgement that its indemnification obligations under the Credit Agreement, including, without limitation, those set forth in Section [10][10][11].3 (Default Indemnity and Expense), shall apply to all matters covered by this letter agreement;

7.                 No provision of this letter agreement shall be deemed (i) to be a waiver (express or implied) or modification of any term or condition of the Transaction Documents, except as expressly provided in paragraphs 3 [and][through] [4][4][5] above, (ii) to be a novation of the Credit Agreement or any other Transaction Document or (iii) to prejudice any rights or remedies that any  Lender may have now or in the future under or in connection with any of the Transaction Documents.

8.                 This letter agreement may be executed in several counterparts, each of which is an original, but all of which together constitute one and the same agreement.

9.                 This letter agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

10.              [This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America.] [This letter agreement shall be governed by, and construed in accordance with, the laws of Bangladesh.][5]

Very truly yours,

[__________]

By:       _________________________

Name:

Title:

[Schedule 1
Taka Group Lenders]

Annex 1

Relevant Khatians

1.                 S. A. Khatian No. 98 in respect of land measuring 29 under District Gaibandha, Mouza Shapgachhi Hatiadah;

2.                 S. A. Khatian No. 44 in respect of land measuring 25 under District Rangpur, Mouza Keshoregari;

3.                 S. A. Khatian No. 466 in respect of land measuring 33 decimals under District Gazipur, Mouza Kowchakuri;

4.                 S. A. Khatian No. 875 in respect of land measuring 33 decimals under District Khulna, Mouza Jabusha

5.                 S. A. Khatian No. 227 in respect of land measuring 39 under District Magura, Mouza Majhail Mandertola.

6.                 S. A. Khatian No. 188 & 189 in respect of land measuring 30 under District Faridpur, Mouza Bhazon Danga.

7.                 S. A. Khatian No. 179 in respect of land measuring 30 under District Serajganj, Mouza Chala.

8.                 S. A. Khatian No. __________ in respect of land measuring 26.25 decimals under District Manikganj, Mouza Dakkhin Khalli.[6]

9.                 M.R.R Khatian No. 63, 262 in respect of land measuring 28 decimals under District Bagura, Mouza Doshtika.

10.              M.R.R Khatian No. 28 in respect of land measuring 30 under District Bagura, Mouza Biroil.

11.              S. A. Khatian No. 152 & 148 in respect of land measuring 24 decimals under District Jessore, Mouza Nimta.

12.              S. A. Khatian No. 931 in respect of land measuring 24 decimals under District Jessore, Mouza Buikra.

Annex 2

Relevant Property

1.                 Mouza Shapgachhi Hatiadah

All that piece and parcel of land measuring 29 decimals situated within District Gaibandha, P. S. & Sub-Registry office Gobindaganj, J.L. No. 233, Mouza Shatgachhi Hatiadah under the following Khatian and Dags:

Khatian Nos. Dag Nos. Area of Property(in decimals)
98 23 16
83/1 23, 24 13
Total: 29

2.                 Mouza Dewdoba

All that piece and parcel of land measuring 21 decimals situated within District, P. S. & Sub-Registry office Rangpur, J.L. No. 102, Mouza Dewdoba under S.A. Khatian No. 1255, Hal D.P. Khatian No. 1080, S.A. Dag No. 322, D.P. Dag No. 446.

3.                 Mouza Keshoregari

All that piece and parcel of land measuring 25 decimals situated within District Rangpur, P. S. Pirganj, J.L. No. 162, Mouza Keshoregari under S.A. Khatian No. 44, Buzarat Khatian No. 319, D.P. Khatian No. 479, Sabek Dag No. 367, New Dag No. 600.

4.                 Mouza Kowchakuri

All that piece and parcel of land measuring 33 decimals situated within District Gazipur, P. S. & sub-Registry office Kaliakair, J.L. No. Sabek 414, Hal 162, Mouza Kowchakuri under C.S. Khatian No. 192, S.A. Khatian No. 466, R.S. Khatian No. 281, C.S. & S.A. Dag No. 1495, R.S. Dag No. 3301, abutted and bounded by:

On the North:    Vendors land;

On the South:    Shahazuddin and others;

On the East:      Shahazuddin and others; and

On the West:     Road of Union Parishad.

5.                 Mouza Jabusha

All that piece and parcel of land measuring 33 decimals situated within District Khulna, Sabek P. S. Botiaghata Hal P.S. & Sub-Registry office Rupsha, J.L. No. 91, Mouza Jabusha under C.S. Khatian No. 936, S.A. Khatian No. 875, D.P. Khatian No. 648, Sabek Dag No. 228, D.P. Dag No. 3068, abutted and bounded by:

On the North:    Vendor’s land

On the South:    Land of Shafiqul & Hatem

On the East:      Road

On the West:     Sold land of Vendor

6.                 Mouza Majhail Mandertola

All that piece and parcel of land measuring 39 decimals situated within District Magura, P. S. Sripur, J.L. No. 82, Mouza Majhail Mandertola under S.A. Khatian No. 227, D.P. Khatian No. 151, Sabek Dag No. 379, Hal Dag No. 184.

7.                 Mouza Bhazon Danga

All that piece and parcel of land measuring 30 decimals situated within District Faridpur, P. S. Kotwali, J.L. No. 111, Mouza Bhazon Danga under the following Khatian and Khatians:

Khatian Nos. Dag Nos. Area of Property(in decimals)
R.S. S.A. Sabek Hal
228 188 61 76 6
86 9
228 189 61 77 6
86 9
Total: 30

8.                 Mouza Chala

All that piece and parcel of land measuring 30 decimals situated within District Serajganj, P. S. & Sub-Registry office Kamar Khand, J.L. No. 35, Mouza Chala under S.A. Khatian No. 179, R.S. Khatian No. 316, Sabek Dag No. 1079, Hal Dag No. 1599.

9.                 Mouza Doshtika

All that piece and parcel of land measuring 28 decimals situated within District & P. S. Bagura, J.L. No. 68, Hal 49 Mouza Doshtika under the following Khatians and Dags:

Khatian Nos. Dag Nos. Area of Property(in decimals)
Sabek M.R.R. D.P Sabek Hal
45 63 1187, 327 2013 2377 11
198 262 1254 2010 2378 17
Total: 28

10.              Mouza Biroil

All that piece and parcel of land measuring 30 decimals situated within District Bagura, P. S. & Sub-Registry office Sherpur, J.L. No. 157, Mouza Biroil under M.R.R.. Khatian No. 28, 40, Buzarat Khatian No. 305, D.P. Khatian No. 346, Sabek Dag No. 137, Hal Dag No. 399.

11.              Mouza Nimta

All that piece and parcel of land measuring 24 decimals situated within District Jessore, P. S. Bagharpara, J.L. No. 17, Mouza Nimta under C.S. Khatian No. 321, 322, S.A. Khatian No. 152, 148, Buzarat Khatian No. 25, D.P. Khatian No. 253, Sabek Dag No. 443, 444, 445, Hal Dag No. 194.

12.              Mouza Buikra

All that piece and parcel of land measuring 24 decimals situated within District Jessore, P. S. Avoinagar, Sub-Registry office Nowapara, J.L. No. Sabek 33, Hal 56, Mouza Buikra, Khatian No. 911 under C.S. Khatian No. 898, S.A. Khatian No. 931, Hal Jarip Buzarat Khatian No. 2083, 2125, D.P. Khatian No. 695, 633, Sabek Dag No. 2604, Hal Dag No. 4930.

_________

Disclaimer:

The information contains in this web-site is prepared for educational purpose. This site may be used by the students, faculties, independent learners and the learned advocates of all over the world. Researchers all over the world have the access to upload their writes up in this site. In consideration of the people’s participation in the Web Page, the individual, group, organization, business, spectator, or other, does hereby release and forever discharge the Lawyers & Jurists, and its officers, board, and employees, jointly and severally from any and all actions, causes of actions, claims and demands for, upon or by reason of any damage, loss or injury, which hereafter may be sustained by participating their work in the Web Page. This release extends and applies to, and also covers and includes, all unknown, unforeseen, unanticipated and unsuspected injuries, damages, loss and liability and the consequences thereof, as well as those now disclosed and known to exist.  The provisions of any state’s law providing substance that releases shall not extend to claims, demands, injuries, or damages which are known or unsuspected to exist at this time, to the person executing such release, are hereby expressly waived. However the Lawyers & Jurists makes no warranty expressed or implied or assumes any legal liability or responsibility for the accuracy, completeness or usefulness of any information, apparatus, product or process disclosed or represents that its use would not infringe privately owned rights. Reference herein to any specific commercial product process or service by trade name, trade mark, manufacturer or otherwise, does not necessarily constitute or imply its endorsement, recommendation or favouring by the Lawyers & Jurists. The views and opinions of the authors expressed in the Web site do not necessarily state or reflect those of the Lawyers & Jurists. Above all, if there is any complaint drop by any independent user to the admin for any contents of this site, the Lawyers & Jurists would remove this immediately from its site.