Legal Opinion on the amended documents in relation to Term Loan Facility A/C Company


The Lawyers & Jurists

M.L.Hotel Tower Ltd, 208, Shahid Syed Nazrul Islam Sarani,

Bijoy Nagar, Dhaka-1000.

www.lawyersnjurists.com

Dated: July 03, 2007

Mr. A

Consultant (CRM)

BAnk 1

Credit Risk Management (CRM)

Head Office

90, Motijheel C/A

Dhaka – 1000

Dear Sir,

RE:     Legal Opinion on the amended documents in relation to Term Loan Facility A/C Company 1.

We refer to the above subject.

You have provided the following documents for our vetting:

  • Second Amendment to The Term Loan Facility Agreement.
  • Amendment To The Equity Support And Share Retention Agreement
  • Letter of undertaking (to be executed by Company 1 to repay the Loan).
  • Corporate guarantees of BSRM and MEW and
  • Personal guarantees of all the Directors (Five Directors)

The above documents were drafted by us pursuant to the instruction given to us by Agrani Bank, the Lead Arranger. Nevertheless, please check all commercial terms and conditions.

Subject to the above, the said documents are in order and shall protect the interest of Uttara Bank Limited, a participant in the Syndicated Loan given to BSRM Steels Ltd. in accordance to the terms contained therein.

All documents referred to us are returned herewith.

Thanking you.

Yours faithfully,

__________________

Barrister-at-Law


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