Letter of Continuation


Date:  11.06.2005


1.      BANK 1, Head Office, Adamjee Court Annex Building 2, 119-120, Motijheel Commercial Area, Dhaka 1000 (hereinafter referred to as the ‘Agent’)

2.      BANK 2, Head Office, Jiban Bima Tower 10, Dilkusha Commercial Area, Dhaka 1000;

3.      BANK 1, Head Office, Adamjee Court Annex Building 2, 119-120, Motijheel Commercial Area, Dhaka 1000

4.      BANK 3, Head Office, Biman Bhaban, 100, Motijheel Commercial Area, Dhaka-1000;

5.      BANK 4, 24-25, Dilkusha Commercial Area, Dhaka.

(Party Nos. 2-5 shall hereinafter be collectively referred to as “the Lenders” and individually as “the Lender” which expression where the context so admits shall include their respective successors-in-interest, administrators and assigns).

Dear Sirs,

We, COMPANY 1, a company limited by shares, incorporated under the relevant Companies Act, having our registered office at ___________________________, beg to enclose a Demand Promissory Note dated 11.06.2005 for BDT 24,00,00,000.00 (Taka twenty four crore) only (the ‘Facility’), signed by us that is given to the Lenders as security for the repayment of Facility granted to us pursuant to a Facility Agreement dated 11.06.2005 executed among the Lenders, Agent and ourselves (the ‘Facility Agreement’) and the said Promissory Note is to be a security to the Lenders for the repayment of the ultimate balance or sum remaining unpaid on the Facility and we shall  remain liable on the said Promissory Note, notwithstanding the fact that by payments made into our account from time to time the Facility may from time to time be reduced or extinguished or even that the balance of the said account may be at credit.

It is understood that the Lenders are at liberty to take such steps as they consider expedient in order to enforce payment of the Promissory Note at any time after their notice demanding payment has been posted and default made in payments for 3 days after posting such notice and that this guarantee shall apply to any other Promissory Note that may be given in renewal or substitution of the original.

We hereby acknowledge and confirm that we are liable to the Lenders for payment of the amount mentioned in the said Promissory Note together with interest thereon; and that the limitation of the said Promissory Note shall be suspended in accordance with the Limitation Act, 1908 (and any amendment thereto) until we default in repayment of credit facility, and the limitation shall start from the date of default.

Yours faithfully,

_________________________Name: Mr. A

Designation: Managing Director

For: Company 1

Drafted by:

For: “The Lawyers & Jurists”
M.L.Hotel Tower Ltd, 208S hahid Syed Nazrul Islam Sarani,
Bijoy Nagar, Dhaka- 1000.