Escrow account Agreement

SECOND ADDENDUM TO THE

ESCROW ACCOUNT AGREEMENT

This Addendum to the Escrow Account Agreement is made on the 11th day of June, 2005.

AMONGST:

1. THE BORROWER : COMPANY 1House No. 13, Road No. 12Dhanmondi Residential Area

Dhaka-1209
2. THE AGENT & THE ESCROW BANK : BANK 1Head Office

Adamjee Court Annex Building 2

119-120, Motijheel Commercial Area

Dhaka-1000
3. THE LENDERS : 1.      BANK 2Head OfficeJibon Bima Tower

10, Dilkusha Commercial Area

Dhaka 1000

2.      BANK 1

Head Office

Adamjee Court Annex Building 2

119-120, Motijheel Commercial Area

Dhaka-1000
3.      BANK 3Head OfficeBiman Bhaban

100, Motijheel Commercial Area

Dhaka-1000

4. BANK 4

Head Office

Zaman Court

45, Dilkusha Commercial Area

Dhaka-1000
5. BANK 5Head Office

19, Dilkusha Commercial Area

Dhaka-1000

6. BANK 2

Head Office

Jibon Bima Tower

10, Dilkusha Commercial Area

Dhaka 1000

7. BANK 1

Head Office

Adamjee Court Annex Building 2

119-120, Motijheel Commercial Area

Dhaka-1000
8.      BANK 3Head OfficeBiman Bhaban

100, Motijheel Commercial Area

Dhaka-1000

9. BANK 6

24-25, Dilkusha Commercial Area

Dhaka-1000.

(Party No. 1-5 are hereinafter collectively referred to as the ‘Prior Lenders’; Party No. 6-9 are hereinafter collectively referred to as the ‘New Lenders’)

WHEREAS

A.  Pursuant to a Facility Agreement dated 29.12.2001 executed between the Borrower, the Agent and the Prior Lenders (the ‘Prior Facility Agreement’), the Prior Lenders extended Term Loan Facility of Tk. 28,05,00,000.00 (Taka twenty eight crore five lac) only (the ‘Prior Term Loan Facility’) to the Borrower;

B.   Pursuant to the Prior Facility Agreement, the Borrower, the Agent and the Prior Lenders entered into an Escrow Account Agreement dated 29.12.2001 and First Addendum to the Escrow Account Agreement dated 02.07.2002 (collectively the Escrow Account Agreement) detailing the accounts allowed to be maintained by the Borrower and the operations thereof;

C. By another Facility Agreement dated 11.06.2005 executed between the Borrower, the Agent and the New Lenders (the ‘New Facility Agreement’), the New Lenders have agreed to extend Term Loan Facility of Tk. 24,00,00,000.00 (Taka twenty four crore) only (the ‘New Term Loan Facility’) to the Borrower;

D.  It is necessary for the New Lenders to access to the Escrow Account Agreement to control the maintenance and operations of the accounts of the Borrower;

E.  Upon agreement of the Lenders and the Borrower, all the parties hereto have agreed to amend the Escrow Account Agreement in the manner stipulated hereunder.

IT IS THEREFORE AGREED by and between the parties as follows:

1. That the terms used in this Agreement shall unless the context otherwise requires, have the same meaning given in the Escrow Account Agreement.

2.  That whenever the terms ‘Lenders’ used in the Escrow Account Agreement, shall mean and include the ‘New Lenders’.

3. That whenever the terms ‘Facility Agreement’ used in the Escrow Account Agreement, shall mean and include the ‘New Facility Agreement.

4.  That whenever the terms ‘Term Loan’ used in the Escrow Account Agreement, shall mean and include the ‘New Term Loan Facility’.

5.  That all the provisions of the Escrow Account Agreement shall be applicable, mutatis mutandis, to the New Lenders as if the New Lenders were the parties to the Escrow Account Agreement.

6.  That the parties hereto confirm that the amendments made herein and the obligations, commitments and rights of the parties under the Escrow Account Agreement which have not been modified by this Agreement shall remain effective and binding on the parties, their successors-in-interest and assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Second Addendum to the Escrow Account Agreement to be executed on the day and year first above written.

THE BORROWER COMPANY 1By___________________________Name: Mr. X

Title: Managing Director

Address: House No. 13, Road No. 12, Dhanmondi Residential Area, Dhaka-1209

Telephone No.:

Fax No. :
WITNESS : By__________________________Name:Title:

Address:  House No. 13, Road No. 12, Dhanmondi Residential Area, Dhaka-1209
THE AGENT & THE ESCROW BANK BANK 1By___________________________

Name:

Title:

Address: Adamjee Court Annexe Building 2

119-120, Motijheel Commercial Area

Dhaka

Telephone No.:

Fax No.:
WITNESS : By__________________________Name:Title:

Address: Adamjee Court Annexe Building 2 119-120, Motijheel Commercial Area

Dhaka
THE LENDERS BANK 2By___________________________

Name:

Title:

Address: Jiban Bima Tower

10, Dilkusha Commercial Area

Dhaka-1000

Telephone No.:

Fax No.:
WITNESS : By__________________________Name:

Title:

Address: Jiban Bima Tower

10, Dilkusha Commercial Area

Dhaka-1000
BANK 1By___________________________

Name:

Title:

Address: Adamjee Court Annexe Building 2

119-120, Motijheel Commercial Area

Dhaka

Telephone No.:

Fax No.:
WITNESS : By__________________________Name:Title:

Address: Adamjee Court Annexe Building 2 119-120, Motijheel Commercial Area

Dhaka
BANK 3

By___________________________

Name:

Title:

Address: Biman Bhaban

100, Motijheel Commercial Area

Dhaka-1000

Telephone No.:

Fax No.:
WITNESS : By__________________________Name:Title:

Address: Biman Bhaban

100, Motijheel Commercial Area

Dhaka-1000
BANK 4By___________________________

Name:

Title:

Address: Zaman Court

45, Dilkusha Commercial Area

Dhaka-1000

Telephone No.:

Fax No.:
WITNESS : By __________________________Name:

Title:

Address: Zaman Court

45, Dilkushs Commercial Area

Dhaka-1000
BANK 5By___________________________

Name:

Title:

Address: Bank 5

Head Office, Ayesha Bhaban

19, Dilkusha Commercial Area

Dhaka-100

Telephone No.:

Fax No.:
WITNESS : By__________________________Name:Title:

Address: Bank 5

Head Office, Ayesha Bhaban

19, Dilkusha Commercial Area

Dhaka
BANK 6By___________________________

Name:

Title:

Address: 24-25, Dilkusha Commercial Area

Dhaka-1000

Telephone No.:

Fax No.:
WITNESS : By __________________________Name:

Title:

Address: 24-25, Dilkusha Commercial Area

Dhaka-1000

Drafted by:

For: “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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