Vetting of documents for the issuance of preference shares by Company

Dated: June 17, 2007

MR. A

Head of Credit Administration

Bank 1

5, Rajuk Avenue

Motijheel C.A.

Dhaka – 1000

Dear Sir,

RE:     Vetting of documents for the issuance of preference shares by Company 1.

We refer to the above subject.

You have provided the following documents for our vetting:

  • Notice & Resolution of the Board of Directors for calling an EGM to amend the Articles of Association.
  • Notice & Resolution of the EGM, amending the Articles of Association.
  • Notice & Resolution of the Board of Directors – to decide the terms and conditions of the issuance of preference shares
  • Subscription Agreement; and
  • Put Option Agreement
  • Letter of Lien by the Sponsors.
  • Power of Attorney to sell the Shares of the Sponsors.
  • 9 Personal/Corporate Guarantees to be given by the Sponsors and the Affiliates.

The above documents were drafted by us pursuant to the instruction given to us by IDLC  in accordance with the terms and conditions contained in the ‘Summary of Issue Terms’ provided to us.

The above documents shall protect the interest of Bank 1, a subscriber of the Preference Shares of Company 1 in accordance to the terms therein. Nevertheless, please check all commercial terms and conditions.

All documents referred to us are returned herewith.

Thanking you.

Yours faithfully,

________________

Barrister-at-Law

Drafted by:

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

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