LEGAL OPINION ON THE FIRST RANKING PARI PASSU CHARGE A/C COMPANY 1

Dated: June 17, 2007

Mr. A

SAVP & Chief Manager

Bank 1

Principal Branch

Trust Bhaban

98, Shaheed Sarani

Dhaka Cantonment

Dhaka – 1206

Dear Sir,

RE: LEGAL OPINION ON THE FIRST RANKING PARI PASSU CHARGE A/C COMPANY 1

We refer to your letters No. ____________ dated May 10, 2007 No. BANK 1/PB/ADV/562/07 on the above subject.

We have perused the contents of your letter and other papers/documents referred to us in connection with the above-mentioned account. Our opinion on the draft 6th Addendum to the Lender’s Pari Passu Security Sharing Agreement (“the Agreement”) is given below.

Clause of the Agreement

Our Observation
Title Upon perusal of the Agreement we find the Agreement is not an Addendum Agreement but an Amended and Restated Agreement. Therefore we suggest you to delete the title of the Agreement “6th Addendum to the Lenders’ Pari Passu Security Sharing Agreement” and replace it with “Amended and Restated Pari Passu Security Sharing Agreement”.
1st paragraph, Page 1 In the 1st paragraph, page 1 please delete “Lenders’ Pari Passu Security Sharing Agreement” and replace it with “Amended and Restated Pari Passu Security Sharing Agreement”.
Particulars of Bank 2, Page 2 In the 5th line of particulars of Bank 2, Page 2, please delete “‘Bank’” and replace it with “‘EXIM’”.
Particulars of Trust Bank Ltd, Page 2 In the 1st line of Particulars of Trust Bank Ltd, Page 2, please delete “THE” in front of “BANK 1”

In the 5th line of Particulars of Trust Bank Ltd, Page 2, please delete “‘Bank’” and replace it with “‘BANK 1’”.

Paragraph 6, page 2 Please delete Paragraph 6, page 2 and replace it with the following:

(Party Nos. 1-5 are hereinafter collectively referred to as the ‘Prior Lenders and party Nos. 1-6 are hereinafter collectively referred to as the ‘Lenders’)

Preamble In the last line of Preamble C please delete “Letter” and replace it with “Letters”.

In the last line of Preamble E please delete “Loan Contract” and replace it with “Sanction Letter”.

In the last line of Preamble E please delete “Loan Contract” and replace it with “Sanction Letter”.

In the last line of Preamble E please delete “Loan Contract” and replace it with “Sanction Letter”.

In the last line of Preamble F please delete “Loan Contract” and replace it with “Sanction Letter”.

In the last line of Preamble G please delete “Loan/Investment Contract” and replace it with “Sanction Letter”.

After Preamble G, please insert the following new Preamble H:

“H. Pursuant to the PBL Sanction Letters, the SEBL Loan Contract, the BAL Loan Contract, the MBANK 1 Loan Contract, and the EXIM Loan/Investment Contract, the Prior Lenders and the Borrower Company had entered into a Pari Passu Security Sharing Agreement dated ________, 2006 followed by a Pari Passu Security Sharing Agreement dated ________, 2007 (which was in fact a modification to the Pari Passu Security Sharing Agreement dated ________, 2006), subsequent modifications dated ____________, ___________, _______________, ______________ & ______________ (hereinafter collectively called the “Security Sharing Agreement”) to safeguard their respective interests in the Security and to co-ordinate various actions that may be taken by them in respect to enforcement and sharing of the Security under the term and condition set forth thereunder.”

The existing Preamble H should be renumbered as Preamble I. In the last line of this Preamble please delete “Loan/Investment Contract” and replace it with “Sanction Letter”.

Please delete the existing Preamble I and J and replace it with the following new Preambles:

“J. Pursuant to the terms of the BANK 1 Loan Contract, the Borrower Company has agreed to create further charge over the assets of the Borrower Company in favour of BANK 1 on pari passu basis with the Prior Lenders and the Prior Lenders have agreed to the same.

K. That the parties hereto agree that the Security Sharing Agreement shall be amended and restated as provided hereunder.”

Section 1.1 Please delete the definition of “Credit Facilities” and replace with the following definition:

““Credit Facilities” means the facilities sanctioned by PBL, SEBL, BAL, MBANK 1, EXIM and BANK 1 under the PBL Sanction Letters, the SEBL Loan Contract, the BAL Sanction Letter, the MBANK 1 Sanction Letter, the EXIM Sanction Letter and the BANK 1 Sanction Letter and “Credit Facility” means the facility entended under any one of them or any part thereto.”

Please delete the definition of “Credit Contracts” and replace with the following definition:

““Credit Contracts” means the PBL Sanction Letters, the SEBL Loan Contract, the BAL Sanction Letter, the MBANK 1 Sanction Letter, the EXIM Sanction Letter and the BANK 1 Sanction Letter collectively and the “Credit Contract” means any one of them; ”

Section 2.1 In the 3rd line of Section 2.1 please delete “o” and replace it with “or”.
Section 2.1.2 In the 3rd line of Section 2.1.2 please delete “the Notice of Intentioned” and replace it with “the Notice of Intention”.
Section 2.7 In the first line of Section 2.7 please delete “Charge” and replace it with “Chargee”.
Section 6.1.2 Please number the second paragraph of Section 6.1.2 as 6.1.3.
Section 8.3 Please delete “6 (six)” and replace it with “7 (seven)”.
Deletion of Sections 8.6 and 8.8 As this is a restated and amended agreement, this agreement shall replace all previous agreements and modifications. Therefore, we suggest you to delete Sections 8.6 and 8.8.
General All blanks should be filled in and appropriate dates should be inserted.
General Please check all the commercial terms and conditions.

Except the above, the draft agreement appears to be in order.

All papers/documents referred to us are returned herewith.

Should you have any query, do not hesitate to contact us.

Thanking you.

Yours faithfully,

_______________

Barrister-at-Law


The Lawyers & Jurists

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