Vetting of Agreement for establishment of drawing/remittance arrangement between Company and Bank.

Dated: July 01, 2007

Mr. A

Managing Director

Bank 1

Head Office

Printers Building

5, Rajuk Avenue

Dhaka – 1000

Dear Sir,

Re: Vetting of Agreement for establishment of drawing/remittance arrangement between Company 1,  and Bank 1..

We refer to your letter No. ID/5032/2007 dated June 27, 2007 on the above subject.

We have perused the draft deed of Agreement for establishing drawing/remittance arrangement between Company 1 (“Company 1/Company”) and Bank 1. (“the Bank”). Our comments on the draft agreement are given below.

Clauses/ Paragraphs Comments.
General It is not stated in the agreement as to whether the agreement is on an exclusive or a non-exclusive basis. It is our opinion that, it should be clearly stated in the agreement as to whether Company 1 and the Bank shall have the right to establish drawing/remittance arrangements with other third parties in Bangladesh and Sri Lanka respectively.
Addition of new a clause 5.3.4 After Clause 5.3.3 we suggest to add the following new Clause to be numbered as 5.3.4 5:“5.3.4 The Company shall remit the Cover Funds to the Agent in accordance with Schedule 3.”

Please renumber the remaining clauses accordingly.

Section 5.3.4 (to be renumbered as 5.3.5) Before the first line of the existing Clause 5.3.4 (to be renumbered as 5.3.5.), please add “Subject to Clause 5.3.6”
Clause 13.2 In this clause the contents of the report, to be submitted by the Company, is not defined. Please ensure that the contents of the report is defined in this clause, and also when that report shall be submitted.
Clause 35.1 In the 3rd line of Clause 35.1, please delete “arebitration” and replace it with “arbitration”.
Schedules The schedules contain commercial terms which should be checked by the Bank.
General Please check all commercial terms and conditions of the Agreement.

Finally, the transactions under the Agreement can only be carried out upon obtaining prior written permission from Bangladesh Bank. Prior to execution of the Agreement, it is therefore advisable to seek the necessary permission from Bangladesh Bank.

Subject to the above comments the agreement referred to us is otherwise in order.

If you have any further query, please do not hesitate to contact the undersigned.

All documents referred to us are returned herewith.

Thanking you.

Yours faithfully,



Drafted by:

 The Lawyers & Jurists
M.L.Hotel Tower Ltd, 208, Shahid Syed Nazrul Islam Sarani,
Bijoy Nagar, Dhaka-1000.