A/L': ADN lclacant LttJ.

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The City Bank Limited

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- HeadOffice:CityBankCenter, l36,GulshanAvenue,Gulshan-2,Dhaka-l212,Bangladesh

CBUHO/CAD/20161 3020- August 02,20t6

The Managing Director
ADN Telecom Limited
Red Crescent Concord Tower (19th Floor)

Sanction for:
A. Straight line Renewal of WC tim
funded: 17.50 crore) with vatidity up to O6.O6,ZOtt is below:

0'1. Sight LC limit rk. 11,00 crore to import Modem for wimax services
and
computer networking accessories & equipments, telecommunication
equipments.
02. rk. 11.00 crore to impoft Modem for wimax seruices
180 days'deferred LC of
and computer networking accessories & equipmenti, telecommunication
equipments, ATM Machine, pos machine etc. io be utiiized against
specifii
Work Orders (WO). (under line #A01)
03' 180 adys Acceptance limit of Tk. 11.00 crore to retire import documents under
deferred LC (under line #A02)
04' 1B! days Import Loan limit of Tk. 9.90 crore to retire import documents against
sight LC (under line #A01)
05. sight LC (work order) limit of Tk. 5.00 crore to import modems for computer
networking accessories & equipments, terecommunication equipments,
ATM
Machine, Pos machine etc. to be utilized against specific work orders (wo).
06' Import Loan limit of Tk. 4.50 crore to retiie import documents against
sight LC
(under line #A05)
47. 180 days' srl limit of Tk. 2.00 crore for payment of duty,
VAT, etc. through po
directly to different govt. authorities.
08' BG limit of Tk. 1.50 crore to issuing Bid Bond, Peformance
Guarantee. Securitv
bond etc. on beharf of the crient favouring various
government a uthorities/ agencies. A;;;";i'i;;;'': l

09. oD limit of rk. 0.50 crore to meet o/H expenses & localprocurement.

B' Continuation of one-oft Advance Payment_Guarantee

tApG-Il limit for usD 580,0g8.00
[equivalent rk. 4.53 crore (approx.)] at t}o/o g1n margin oy earmarring total regular
UC limit of Tk. 16.00 crore in favoi of SK c&c co. Ltd.-, roiea to execute
the project
work of development of National ICT Infra-Network foi aangtaaesh
Government-
BanglaGovNet project" on beharf of sK c&c co. Ltd., rorea.
ilpiry, 31.0g.2016.
c. continuation of one-off
Adv_ance payment
Guarantee limit for usD
336,230.76 [equivarent-Tk. 2.!3 crore (approx.)] at 10o/o [APG-II]
caih margin by earmarking
total regular VC limit of Tk' 16.00 crore in favoi-or sx c&c
co, t-td.J rorea to p..uii
(Additionat s".iiej, roi upsraaing r,rcTi
fl*,,.:"^?.1^I,^"l5f"g.vflftfw1ftfr
Internet connection of BangraGovnet irrojea by sK c&:i "it.
37.07.2077
c;. ad;"'#;:#;
ADN Telecom Limited

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'and on behalf of the Bank

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Phone: 588 1 3 483, sB81 4375,:s8'a-i i i zo"
Fax: BB0-2-9884446;G.P.O. Box No.3381, Dhaka
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, , ,, I fhe City Bank Limited
, lr lHeadOffice:CityBankCenter, l36,GulshanAvenue,Gulshan-2,Dhaka-t212,3anclaces.

Dear Sir:
With reference to the captioned subject, we would,inform you that The City Bank
Umited (CBL)
has been pleased to renew the credit facilities favoring'eott ielecom Limated
under the
following terms and conditions:

LINE OF CREDIT:

Facility O1 #: SLC Limit, Revotving-I:

Limit Usaqe Outer

Limit Type
Amount BDT t1.OO crore IBDT eleven Crorel ontv
Purpose To import Modem for Wimax services aM computer netwo*ing
accessories & equipments, telecommunication equipments, ATli
Machine, POS machine etc. for other IT rplated hr rcinacc arr
Tenor At Sisht
Marqin 10olo cash.
PricinglCommission 0.40o/o for the lst ouarter & 0.?Ool^ f.'i
Y "',r'*
Mode of Repayment try- creatron of import loan subject to availability of room in the
effective import loan limit and/or bv cash from own qorrr.pq
Primary SecuriW Documents of Title to Goods, when received.
Expiry 06.06.2017

Limit Usaqe Irrcrqf s!! limit # 1

Limit Type _LQ (peje11qd) Limit, Revotving
Amount BDT 11.00 crore eleven
Purpose To import Modem for Wimax service@
accessories & equipments, telecommunication equipments, ATti
etc, for other IT related busi
Tenor 180 davs max.
Marqin 10olo cash.
Pricinq/Commission 0.40o/o for the lst
Mode of Repayment Acceptance of the client to pay tne Or'tt on maturrty, suUpd
to
availability of room in the Acceotance lim[_
Primarv Securitv
Expirv 06.06.2017

Inner to deferred LC limit #2

fgr: retirement of tC

0.40olo for the 1o quater & OJO%Jo=r sublequent

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and on behalfofthe Bank
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Phone:5881 :+S:, SeAt 4g 75',58813126

Fax 880-2-98 84446; G.P.O. Box No. 338 1, Dha ka
E-mail: info@thecitybank.com;
 A/C: ADN Tetecom Ltd;

\ -M rhe City Bank Limited

-'' I '' ' JI Headoffice:CityBankCenter,
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l36,GulshanAvenue,Gulshan-2,Dhaka-.l2.l2,Bangladesh

of the client to pay tfle bill on

Inner of limit # 1

EqT P.gq e{gIe{EqT nine Crore a

For retire{nent of im

p.a. (wit
!2:?0o/o
By cash from sale procee
borrower.
executed Trust Receipt form.
All other ferms,-Co;aiti;t Instructions a Aoticiei retating to
20L7

BDT 5.OO crore

Import of computer n"
I:1"^-*:::::,Sl^:l:p1:nq, nTI'n,iinine, pos machine,
Caslr. Colnting/Recycting Machine, VSAT, i"Lfiitl,
nachine, Communication equipment, pABX etc.
;ffi;;

p.40o/o for the 1$ & 0.30olo for

By creation ot ,rO
own sources.
Documents of Title to
96.06.2017

gOf +.SO crore (gDTTourarore

p.a. (with q
11:or"

executed Trust Receipt form.

For and on -o-r and on behalf of ttre gank

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Phone:5881 3 483,58814375,5881 3t 26
Fax: 880-2-98 84446; G.p.O.Box No. 338 1,
Dhaka
 A/(: At)N lr,hvttrtt I ltl

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The City Bank Limited
Head Office : City Bank Center, 136, Gulshan Avenue, Gulshan-2, Dhaka-i 212, Bangtadesh

Other Conditions All other Terms, Conditions, Instructions a Roticies retatingto

Import Loan facility to be applicable.
Expirv 06.06.2017

Facilitv # 07: SLC Limit Revolving III

Limit Type Letter of Credit SLC
lnner of SLC Limit, Revolving I
Amount BDT. 20,000
)urpose Io purchase Integrated Radio, Nano M5, Cat-6 Cable, Optical Fiber
3able, etc. froryr Local Vendor.
T-enor At sight
[4argin 10olo cash
>ricing/Commision 1.40olo for the 1st quarter & 0.30olo for subsequent quarter.
Mode of Repayment By creation of import loan subject to availability of room in the
effective import loan limit and/or by cash from own sources.
Settlement From sales proceeds
)rimary Secq!'ity )ocuments of Title to Goods, when received
-imit Expiry i1612017

Limit Type \N AGST. TRUST RECEIPT

nner of lLimit, Revolving IIi
{mount r. 19,000
Purpose retirement of import documents against LC (Sight) facility.
[Sub_
it of Line # 7l
fenor 180 days
Pricing/Commision 12.50o/o p.a. (with quarterly rest) subject to revision from time to
time.
Mode of Repayment By cash from sale proceeds and/or from any other sourcea of the
lorrower.
>rimary Securily )uly executed Trust Receipt form.
-imit Expiry ,/612017
Condition Cther Conditions : All other Terms, Conditions, Instructions &
Policies relating to Import Loan facility to be applicable.

Facility O9 # STL, Revolvingl

Limit Usaqe Stand Alone

Limit Type Short Term Loan. R"rntri.-
Amount BDT 2.00 crore (BDT Two crore) onlv
Purpose To pay import duty and VAT related cost t@
/ Demand Draft for all types of imports. (lvtodems, iquifmenS,
etqJ
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on behalf of the Bank
Pase 4 or 10
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Phone: 5881 3 483, 5881 4375, 5B8t 3 1 26
Fax: 880-2-98 84446; G.P.O. Box No. 338'1, Dha ka
E-mail: info@therifrrhank rnm. \A/oh. rr^rnrr f haritrrl-.rnlz :a*. cl^/rtrT. D^nr r
 A/C: ADN Telecom Ltd.

r' 'e
AtU bmmk" I lll.tHrl:i[ilffi::i Center, r 36, Gurshan Avenue, Gurshan-2, Dhaka-i 212, Bansradesh

Tenor 180 days.

Pricing/Commission t2.50o/o p.a. (with quafterly rest) subject to revision from time to
time.
Mode of disbursement Disbursement to be made directly to the beneflciary through
PO/DD, as requested by the client.
Mode of Repayment By cash.
Expiry 06.06.2017

FaciliW # 10, Letter of Guarantee, Revolving:

Limit Usaqe Stand Alone

Limit Type Letter of Guarantee, Revolving
Amount BDT 1.50 crore (BDT One crore Fifty lac) only
Purpose Bid Bond, Peformance Guarantee, Security Bond & Custom Bond
etc.
Margin i) 10o/o cash for close tenure guarantee.
ii) 30o/o cash for open ended guarantee.
Condition for open 1. Client shall build up rest margin in the following manner:
ended guarantee a) Additional 30o/o cash margin in l't year.
b) Rest 4\o/oin 2nd year
2. Open ended LG is applicable for customs authqry{pnla
Pricinq/Commission 0.50o/o Der quafter.
Favoring Different government and semi government organizations, shipping
lines for release container, work order issuing authority & custom
authority.
Special condition Each Guarantee must be backed by counter guarantee of the
borrower.
Mode of adjustment On return of original guarantees by the beneficiary or by cash from
own source of the borrower in case of premature revoking.
Exoirv o5.06.2017

FaciliW 11 # over Draft:

Limit Usaqe Stand Alone
Limit Tvpe Overdraft, Revolvinq
Amount BDT 50.00 lac (BDT Fifty Lac) only
s. Purpose To meet overhead expenses and local procurement.
Tenor One year.
Pricing/Commission !2,50o/o p.a. (with quafterly rest) subject to revision from time to
time.
Security Hypothecation of stocks stored in the client's go-down I
showroom.
Mode of Adjustment By cash from sales proceeds and / or from own source.
Condition All other terms & conditions related to OD limit shall be applicable.
Expiry 06.06.2017

For and on behalf of the Borrower ror and on behalf of the Bank
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Phone:5881 3483,5881
 A/C: ADN Telecom Ltd.

I The City Bank Limited

I Head Office : City Bank Center, 136, Gulshan Avenue, Gulshan-2, Dhaka-1212, Bangladesh

SECURIW STRUCTURE
1. Registered lst ranking charge on all fixed & floating assets (present & future) of the company.
2. Corporate Guarantee of Tech Valley Network Ltd. backed by board resolution & MOA covering
entire limit.
3. Personal Guarantee of all the directors of ADN Telecom Ltd
4. Corporate guarantee of ADN Technologies Ltd. supported by Board resolution & MoA.
5. UDC covering Import Loans, STL, BG and deferred LCs limit.
6. One undated cheque amounting'BDT 5.20 crore against the 30olo payment at the end of l8th
month from the date of acceptance of LC. fagainst one off facilities, executed]
7. Six undated cheques amounting BDT 2.00 crore each against the quarterly installment
payments starting from 21d month from the date of acceptance of LC. [against one-off
facilities, executedl
B. Counter guarantee against each BG.

APPROVAL TERMS & CONDITIONS:

1. Approval is subject to all statutory laws, rules, regulations, central bank guidelines and all
applicable laws of land. Additionally, relevant internal policies, processes to be meticulously
followed (where applicable). Client to obtain all relevant and applicable licenses, permissions
by own cost on pre fact basis.
2. All relevant regulations, guidelines, policies, circulars and SROs will have to be followed while
opening the UCs and disbursing other credits. Cost due to foreign exchange fluctuation (if
any) to be borne by the client.
3. All rules, regulations, guidelines and laws of land (Bangladesh) related to environmental and
social compliances shall be in force, if applicable. Client shall arrange all applicable license,
ceftiflcate, 'Environmental Clearances Certificates'and its renewal as and when necessary with
own cost. Other compliances and regulatory issues are to be addressed properly. Bank shall
not be held responsible for noncompliance of the client only for approving credit facility.
4. Insurance to be obtained as per regulatory norms, statutory requirements and CBL Insurance
Policy. An undertaking from the client to be obtained to the effect that insurance policy to be
obtained/renewed before expiry and if the client does not do the same in due time, Bank will
have the right to obtain/renew the insurance policy, by debiting the clientt account.
5. Provisions of PD Monitoring Guideline to be applicable as long as relationship suffers from PD
liabilities. Delinquency charge to be levied as per banks policy. Quafterly sales, receivables,
stock inspection repoft to be submitted by 15th day of the following quarter. No disbursement
will be allowed without management approval as per sales routine if there is 30+ DPD and/or
EOL in any account of the client
6. Each work order to be assigned before allowing any facility and a confirmation letter to be
obtained from the concerned WO issuing authority confirming that the payment will be given
directly to CBL through POlcrossed cheque in accordance with notarized IGPA
7. If any bill is unpaid / delayed / cancelled by WO issuing authority, client will have to adjust the
related liability with the Bank (if any) on or before maturity. In this regard, a letter of
undeftaking to be obtained from the client.
8. Original copy of work / supply order is to be obtained before allowing any credit facility
against work order and to be kept with CAD till adjustment of related liability.
9. LC against the WO limit (Ik.5.00cr.) to be opened as per requirement of Work / supply orders
which to be ensured by CBL before opening any LC. Separate LC & LTR limit to be maintained
10. Client must not raise any fund from other Banks/Fls without consent from CBL.

k
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**if,Mahmoer# Page 6 of 10
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 A/C: ADN Teleom Ltd.

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,, Ltd ti{#,,i 1i'-1 | HeadOffice:CityBankCenter,l36,GulshanAvenue,Gulshan-2,Dhaka-l212,Bangladesh

11. Funded liabilities (LT& STL & OD) to be adjusted including interest from each running bill at
least in proportion of their disbursement where drawings are allowed on WO mode. Full
adjustment of related liability to be ensured upon realization of final bill against the work order
12. Issuance of APG is subject to availability of room in LC & /LC (Work order) /&BG & Bangladesh
Bank approval.
13. Client has to route all his business proceeds through CBL,
14. If the client fails to build up necesffiry margin towards installment payment against supplier's
credit, it must be notified to CRM and it will be considered as material breach of sanction
terms.
15. Quarterly progress status of WO to be submitted to CRM.
16. LC against work order may be utilized by earmarking the line for opening LC without work
order subject to proper justification and management approval.
17. Supplier's credit report to be obtained. Before opening any LC under all approved limits,
related regulatory permissions (where applicable) are to be obtained.
18. The facility hereby sanctioned shall be used only for the purpose specified herein. If the
borrower uses the facility for any purpose other than stated herein, it shall be treated as
material breach and an event of default. In'such cases, the Bank reserves the right to cancel
and call back the entire facility with immediate effect without any notice whatsoever and
Applicant shall be bound to repay the entire outstanding dues and interests immediately upon
demand. The Bank may take any other action under the prevailing laws of the land without
limitation and place the security cheque for encashment, liquldate and/or possess any security
available with the Bank etc. for recovery of bank due. Applicant shall be held liable for all costs
and consequences thereof
19. All other terms and conditions of previous sanction advices and subsequent changes shall
apply.

FEES RELEVANT TO WAIVERS/EXCEPTIONS:

1. There will be penalty fee @ 2.00o/o p.a. for any past due loans, if any

CONDITIONS PRECEDENT:

Availability of the above lines of credit from the Bank is subject to the Bank's receipt, in a form
and substance satisfactory to the Ban( of the following:

1. Completion of the Bank's required security documents duly signed by the authorized
signatories of the Borrower.
2. In the event the Borrower is a limited company then a resolution from the Board of Director's
needs to be obtained covering the authority of availing the Loan Amount and executing the
loan documentation and detailing the signatories authorized to execute necessary applications
along with their specimen signature,
3. The Borrower shall return the copy of this Sanction Letter to the Bank within 30 working days
from the date of this letter, duly signed by the Borrower on each page to confirm the
Borrower's acceptance of and agreement to the terms and conditions of this letter.

DRAW DOWN:
Other than renewal of credit line facilities, the Borrower has to draw down of the credit facilities
within 60 days from the date of the Sanction Letter, unless otherwise agreed between the parties
in writing.
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d ,t) and on behalf of the Bank

Page 7 of 10

Phone:5881 3483.
 A/C: ADN Telecom Ltd.

/
. . r\ The City Bank Limited
.,.,tr.,..., -,,.':-,: . .t :-, HeadOffice:CityBankCenter, l36,GulshanAvenue,Gulshan-2,Dhaka-1212,Bangladesh

i
FINANCIAL REPORTS:

1. The Borrower will furnish detailed financial statement (and where appropriate a consolidated
group position) to the Bank on at least an annual basis within 180 days of the annual balance
sheet date. This financial data to be prepared in accordance with generally accepted
accounting principles consistently applied in Bangladesh.
2. In addition to the above you also agree to provide any financial/other information as the Bank
may reasonably request from time to time.

PAYMENTS:

1. The facilities may be withdrawn by the Bank at its absolute discretion without assigning any
reason at any time by 90 days prior written notice to the Borrower in which event all the
outstanding shall be immediately repaid. In the event that the Borrower has any outstanding
at the date of dispatch of such notice, no fufther withdrawals will be permitted.
2. Unless otherwise specified, the Borrower is required to pay all amounts outstanding
hereunder or pursuant hereto in respect of the above-mentioned lines of credit within 30 days
of demand made by the Bank.

EVENTS OF DEFAULT:

The following may be treated as Event of Defaults by the Bank:

1. Change in Material Circumstances: any material adverse circumstances arise which in the
opinion of the Bank gives rise to a belief or suspicion that the Borrower may not (or may be
unable to) perform its obligations hereunder.
2. Non-Paymen* the Borrower does not pay in the manner provided in this Sanction Letter
any sum payable under it when due.
3. Non-execution of Security within the required time: Non-execution of security within
the required time of the bank shall be constituted as Event of Default.
4. Breach of Other Obligations: the Borrower does not peform or comply with any one or
more of its obligations under this Sanction Letter or other security documents with the Bank.

AVAILABILITY:

The above lines of credit shall remain available until the expiry date(s) as mentioned above unless
otherwise terminated or accelerated, following any default or breach hereunder, or under any
documents or agreements referred to herein. However, the Sanction letter will become effective
only on completion of documentation.

GENERAL CONDITIONS:

1. All expenses (including legal, professional and out of pocket expenses) incurred in the
negotiation, preparation, execution and enforcement of this letter and the documents referred
to herein shall be on the account of the Borrower. The Bank is further authorized to debit all
sorts of fees from the Borrower's account without prior permission of the Borrower. Moreover,
the Bank may debit the account of the Borrower for paying the Insurance Premium on behalf
of the Borrower and the Borrower shall have the right to proceeds of such insurance.

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the Borrower and on behalf of the Bank
Page 8 of 10

Phone: 5881 3483. 5881 437 5. 5BB1 31 26

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. -v I rhe City Bank Limited

; .r I i Head Office : City Bank Center, 136, Gulshan Avenue, Gulshan-2, Dhaka-1212, Bangladesh

2. All stamp or similar taxes to which this letter or the documents referred to herein are or may
become subject to are payable by the Borrower.
3. The credit facilities should be availed of within the purview of credit norms/restrictions set by
Bangladesh Bank from time to time.
4. The interest rate applicable to the Borrower would be floating as per the banks commercial
considerations unless specifically mentioned as fixed.
5. The rate of interest determined by The City Bank Limited from time to time shall remain in full
force and effective as if the banking facilities granted to the borrower were still in force, even
though the accounVaccounts in the borrower's name with the bank are closed, become
dormant or are subject to litigation, until full settlement of all the borrower's liabilities to the
Bank.
6. The Bank preserves right and discretion to set-off and have general lien against the balance
amount of money deposited in any account maintained by the borrower or guarantor(s) and/
or any money retained in any fund(s)/ forms par.ticipated by the borrower or guarantor(s)
with the Bank and payable by the Bank.
7. The bank at any time if it wish to call back the credit facilities allowed to the Borrower, the
Bank shall be at liberty to do so and if the Borrower fails to repay the credit facilities with
interest accrued thereon or any paft of thereof, the Borrower hereby authorize the Bank to
appropriate from the Borrower's or Guarantor(s)'s said others accounts any amount that may
be necessary to get the credit facilities of the Borrower adjusted with all interest accrued due
thereon without any reference to the Borrower/Guarantor(s).
8. Any repayment whether in paft or full facilities will be attributable first towards servicing
interest which has accrued on the facilities and then to principal,
9. In granting these facilities to the Borrower it is the Bank's understanding that the Borower
has no available lines of credit other than those disclosed by the Borrower to the Bank.
10. The Borrower hereby covenants that during the continuance of the facilities by the Bank to the
Borrower, it will advise the bank prior to any commitment for availing of any additional line(s)
of credit from any other banks.
11.The Bank is authorized to obtain credit opinions on suppliers. The bank also to be authorized
to verifli receivables of the Company by writing to them. Any change in management of the
Borrower's Company/Shareholding/ Business line must require prior approval of the Bank as
well as the Borrower will not issue any corporate guarantee to any other institution or party
without written consent of the Bank.
12.The Borrower Company will disclose all document to the Bank such as company Tax issues,
any litigation issues, Environmental Clearance certificate to ensure that all necessary
regulatory approvals to commence and carry out business are up to date. In addition, ail
Ioans, sales or issuance of corporate guarantees to sister concerns or to any one else will
require prior written consent of the Bank.
13. The bank is authorized to sell or assign or tran#er all or any portion of the credit facilities
disbursed to a third pafi and also authorized to transfer or assign the security documents/
collateral's/Guarantee executed by the Borrower/Guarantor(s) in favor of the Ban( without
the permission of the Borrower, however with notification to the customer.
14. It is the Bank's understanding that the Borrower will use these facilities to the Borrower,s
continuing advantage, and that should the Borrower's circumstances change to an eltent
which would require a modification of the Bank's lines of credit, the Borroweiwill provide the
Bank with sufficient notice and additional information to enable the Bank to consider the
modifications the Borrower require.
15. The Borrower shall not asseft and hereby waive, any claim against the Ban( on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed to direct or
."6';p*es) arising *
in connection with this letter or any agreement or
t

For and behalf of the Borrower and on behalf of the Bank

Page 9 of 1O
Asfl&{smpeo
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Ph a4$bE8ry,4g 5'd'ai i'i zo
o n e: 5 BB 1
880-2-9884446; G.P.O. Box No. 3381, Dhaka
Fax:
E-mail: info@thecitybank.com; Web: www.thecitybank.com; SWIFT: Cl BLBDDH
 A/C: ADN Teleam Ltd.

/
',;,-"t,i.iu:i The city-Bank Limited
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arrangement contemplated hereby, any loan, letter of credit or other credit facility or the use
of proceeds thereof other than gross negligence and willful misconduct.

DISPUTE:

In the event of any dispute between the pafties, they shall try to resolve the dispute amicably. In
the event of failure to resolve it shall be referred to the competent court(s) in Bangladesh. The
dispute shall be governed by and construed in accordance with the laws of People's Republic of
Bangladesh.

Please indicate the Company's acceptance of the provisions hereof by signing the enclosed copy of
this letter and returning it to the undersigned on or before 30 days from the date of issuance of
this letter, the time at which the ofFer of CBL set forth above (if not so accepted prior thereto) will
terminate.

Yours faithfully,
*:

W.
Monzul{l-Mowla Mohammad Jahangir Alam
Head of Credit Documentation FVP & Cluster Head
Credit Administration Division Corporate Banking Division

We confirm our acceptance of lines of credit detailed in this letter and our agreement to the terms
& conditions of this letter.

Accepted,

For and on For and on behalf of the Bank

Page 10 of 10