Vetting of documents in relation to the issuance of Zero Coupon Bonds by Company

Dated: January 20, 2007

Mr. MSenior Principal Officer

Bank 1

Head Office

1, Dilkusha Commercial Area (3rd Floor)

Dhaka – 1000

 Mr. SSenior Principal Officer

Bank 1

Head Office

1, Dilkusha Commercial Area (3rd Floor)

Dhaka – 1000

Dear Sir,

RE:     Vetting of documents in relation to the issuance of Zero Coupon Bonds by Company 1.

We refer to your letter dated January 10, 2008 on the above subject.

You have provided the following documents in connection with the issuance of Zero Coupon Bonds by Company 1 for our vetting:

  • Subscription Agreement; and
  • Deed of Trust

The above documents were drafted by us pursuant to the instruction given to us by Standard Chartered Bank in accordance with the terms and conditions contained in the ‘Information Memorandum’ provided to us.

The above documents shall protect the interest of Bank 1, a subscriber of the Zero Coupon Bonds of Company 1 in accordance to the terms therein, subject to our comments below:

Please note that, according to the provisions contained under the heading of Security in page 3 of the Sanction Letter dated November 29, 2007, Corporate Guarantees shall be obtained from United Enterprise and Company Limited, Neptune Land Development Limited, Neptune Properties and United Rotospin Limited. Please note that, as Neptune Properties is a proprietary concern, it cannot legally provide a corporate guarantee and as such it has not been included in the Schedule F of the Subscription Agreement and in Schedule C of the Deed of Trust. Moreover, United Rotospin Limited has not been included in list of Securities contained under Schedule F of the Subscription Agreement and in Schedule C of the Deed of Trust, as we have not been instructed to do the same. If Bank 1 wants to take the Corporate Guarantee of United Rotospin Limited as a security, then they should communicate the same to Standard Chartered Bank.

You are also advised to verify the integrity of the guarantors who are providing personal and corporate guarantees in relation to this transaction.

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.
www.lawyersnjurists.com


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