Vetting of draft Agreement/Documents in relation to Syndicated Working Capital Facility A/C Company 1.

Dated: July 17, 2007

Mr. A

Deputy Managing Director

Bank 1

Corporate Office

Rangs Bhaban (8th Floor)

113 – 116, Old Airport Road

Dhaka – 1215

Dear Sir,

RE:     Vetting of draft Agreement/Documents in relation to Syndicated Working Capital Facility A/C Company 1.

We refer to your letters dated July 16, 2007 on the above subject.

You have provided the following documents for our vetting:

  • Working Capital Facility Agreement
  • Demand Promissory Note
  • Letter of Continuation
  • Letter of Hypothecation by way of Floating Charge
  • Irrevocable General Power of Attorney
  • Letter of Comfort
  • Amended and Restated Security Sharing Agreement.

The above documents were drafted by us pursuant to the instruction given to us by Industrial and Infrastructure Development Finance Company Limited, the Arranger and Facility Agent. Nevertheless, please check all commercial terms and conditions and ensure that the terms of the Working Capital Facility Agreement correspond with those in the Sanction Letter of Bank 1.

Subject to the above, the said documents are in order and shall protect the interest of Bank 1, a participant in the Syndicated Loan given to Company 1 in accordance to the terms contained therein.

All documents referred to us are returned herewith.

Thanking you.

Yours faithfully,

_______________

Barrister-at-Law

drafted by:

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