LEGAL OPINION & VETTING FOR DRAFTS OF SECOND MODIFICATION OF LENDERS PARI-PASSU SECURITY SHARING AGREEMENT AND DEED OF SECOND MODIFICATION OF FIXED & FLOATING CHARGE A/C COMPANY 1.

Dated: August 24, 2006

The Deputy General Manager

Bank 1

Corporate Branch

90 Motijheel C/A

Dhaka-1000,

Bangladesh.

Dear Sir,

RE: LEGAL OPINION & VETTING FOR DRAFTS OF SECOND MODIFICATION OF LENDERS PARI-PASSU SECURITY SHARING AGREEMENT AND DEED OF SECOND MODIFICATION OF FIXED & FLOATING CHARGE A/C COMPANY 1.

We refer to your letter dated 15.08.2006, 22.08.2006 & 23.08.2006 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 deeds/documents is given below.

Second Modification of the Lender’s Pari-Passu Security Sharing Agreement:

Clause of the Agreement

 Our Observation
Page 1, particulars ofBank 1 In page 1, clause 2, we suggest the replacement of the reference of  ‘BANK 1’ with ‘BANK 1’.
Definition of Bank 2 Both Bank Asia Limited and Bank 2 has been defined as ‘BANK 2’, this is confusing. We suggest that Bank 2 should be defined as ‘ALFALAH’ and the defined term should be used throughout the Agreement accordingly.
Recital S In line 2 of recital S, we suggest the replacement of ‘BCCBL’ with ‘NCCBL’.
Recital W We suggest the revision of Recital W as follows:

“By a Sanction Letter No. _______________ dated 29.12.2005 issued by UBL and duly accepted by the Borrower (herein after referred to as ‘UBL Sanction Letter’) UBL has further granted to the Borrower Revolving L/C Limit of Tk. 10,00,00,000.00 (Taka Ten Crore) only on the terms and conditions set forth in the UBL Sanction Letter.”
Recital BB In line 2 of Recital BB, after the words ‘UBL Sanction Letter’ we suggest the insertion of ‘MBL 2nd Sanction Letter’.

In line 3 of Recital BB, we suggest that ‘SIBL Sanction Letter’ should be replaced with ‘TBL Sanction Letter’.
Page 6, Clause 6 In page 6, we suggest the revision of Clause 6(I1) as follows:

“By a Sanction Letter No. UBL/CORP/ADV/UFIL – LC/2005/01 dated 29.12.2005 issued by UBL and duly accepted by the Borrower (herein after referred to as ‘UBL Sanction Letter’) UBL has further granted to the Borrower Revolving L/C Limit of Tk. 10,00,00,000.00 (Taka Ten Crore) only on the terms and conditions set forth in the UBL Sanction Letter.”
Page 7, Clause 6 (which has to be re-numbered to Clause 9) In the first line of existing clause 6, the words ‘Recital H’ should be replaced with ‘Recital O’

(Explanation: As the first Modification of the Lender’s Pari-Passu Security Sharing Agreement has already renamed ‘Recital H’ to ‘Recital O’, the second Modification of the Lender’s Pari-Passu Security Sharing Agreement has to rename ‘Recital O’ to ‘Recital R’)
Page 8, Clause 8 (which has to be re-numbered to Clause 11), definition of ‘Amount Outstanding’ In line 8 of the definition of ‘Amount Outstanding’, after the words ‘UBL Sanction Letter’ we suggest inserting ‘MBL 2nd Sanction Letter’.

In line 9 of the definition of ‘Amount Outstanding’, it is our opinion that ‘SIBL Sanction Letter’ should be replaced with ‘TBL Sanction Letter’.
General We have not been provided with the sanction letters issued by all the lenders. As such, we suggest to ascertain all the commercial terms and conditions are in order.
General All blanks should be filled in and appropriate dates should be inserted.
General Insert page number at the bottom of every page.

Deed of Second Modification of Fixed and Floating Charge:

Clause of the Modification

 Our Observation
General The term ‘lenders’ anywhere used in the Deed of Modification should be replaced with ‘Lenders’.
Page 1, particulars ofBank 1 In page 1, clause 2, we suggest the replacement of the reference of  ‘BANK 1’ with ‘BANK 1’.
Page 4, para 5 In line 18 of paragraph 5, page 4, we suggest to delete the words ‘(hereinafter referred to as the Modificated Hypothecated Property)’.
Page 5, paragraph 1 It is our suggestion that the first paragraph of page 5 should be revised as follows:

“AND WHEREAS, by a Sanction Letter No. UBL/CORP/ADV/UFIL – LC/2005/01 dated 29.12.2005 issued by UBL and duly accepted by the Borrower (herein after referred to as ‘UBL Sanction Letter’) UBL has further granted to the Borrower Revolving L/C Limit of Tk. 10,00,00,000.00 (Taka Ten Crore) only on the terms and conditions set forth in the UBL Sanction Letter.”
Page 5, paragraph 9 In line 8 of paragraph 9, page 5, before the word ‘BCBL’, we suggest to replace ‘BANK 2’ with ‘TBL’.
Page 6, paragraph 1 In line 1 of paragraph 1, page 6, ‘2,75,00,00,000/- (Taka Two Hundred and Seventy Five Crore only)’ should be replaced with ‘2,90,00,00,000/- (Taka Two Hundred and Ninety Crore)’.
General We have not been provided with the Sanction Letters issued by the other lenders. As such, we suggest to ascertain all the commercial terms and conditions are in order.
General All blanks should be filled in and appropriate dates should be inserted.
General Insert page number at the bottom of every page.

Except the above, the draft documents appear to be in order.

Please note that a notarised power of attorney shall be required to sell the hypothecated assets. Also note that the Modification of the Letter of Hypothecation should be filed in the Registrar of Joint Stock Companies & Firms within 21 days of execution of the same along with Form XIX.

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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