Letter of Continuation

LETTER OF CONTINUATION

Date:

To:

Dear Sirs,

We, X HOLDINGS LIMITED, a company incorporated under the relevant Companies Act, having its office at United House, 10 Gulshan Avenue, Gulshan 1, Dhaka, do hereby confirm that we have furnished a demand promissory note dated _________________ for BDT 2,500,000,000.00 (BDT two thousand five hundred million) only (the ‘Facility’), executed by us (the “DP Note”) to the Lenders as security for the repayment of the ultimate balance or sum remaining unpaid on the term loan facility of an aggregate amount of Tk. 2,500,000,000.00 (Taka two thousand five hundred million) only granted to us pursuant to a Term Loan Facility Agreement dated __________ executed among us, the Agent, Standard Chartered Bank (“the Joint Lead Arranger”), Infrastructure Development Company Limited (the “Co-Arranger”), Mercantile Bank Limited  (the “Co-Arranger”) and the Lenders (the “Term Loan Agreement”) and we shall  remain liable under the DP Note notwithstanding the fact that payments are made into towards the reduction of our liabilities under the Facility from time to time.

We hereby acknowledge and confirm that we are liable to the Lenders for payment of the amount mentioned in the DP Note together with all interest thereon; and that the limitation of the DP Note shall be suspended in accordance with the Limitation Act, 1908 (and any amendment thereto) until the occurrence of an Event of Default in accordance to the terms of the Term Loan Agreement, and the limitation period shall start from the date of occurrence of such Event of Default.

Yours faithfully,

_________________________Authorised Signatory

Designation:

For: X HOLDINGS LIMITED

SCHEDULE I – LIST OF TERM LOAN LENDERS

Lenders Participation in the Term Loan Facility (BDT in million) Lending Office
Mercantile Bank Limited 200.00 Head Office61 Dilkusha C/A

Dhaka 1000
Mutual Trust Bank Limited 100.00 Head Office6-8 Dilkusha C/A

Dhaka 1000
Standard Chartered Bank 200.00 SCB House67, Gulshan Avenue

Gulshan

Dhaka – 1200
Standard Bank Limited 100.00 Head OfficeMetropolitan Chamber Building (3rd floor)

122-124, Motijheel C/A

Dhaka-1000
Uttara Bank Limited 150.00 Head Office90 Motijheel C/A

2nd Floor

Dhaka 1000
International Finance Investment and Commerce (IFIC) Bank Limited 150.00 Head OfficeBSB Building (18th floor)

8 Rajuk Avenue

Dhaka 1000
Infrastructure Development Company Limited 200.00 UTC Building (Level 16)8, Panthapath

Kawranbazar

GPO Box 619

Dhaka 1215
Saudi-Bangladesh Industrial and Agricultural Investment Company Limited 50.00 BRAC Centre (Level 11)75 Mohakhali

Dhaka 1212

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