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Operatipn No: ITFC/1436/TF2/PAK/0008

S1ZNDICATED lVJllJRABAIIA .FINAN CliNG DOCUMENTATION

CONCERNING

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· PURCHASE. OF CRUDE OU.J .AND REFINED PETROLEUM PRODUCTS . . FOR SALE TO THE ISLAMIC REP1JBL1C OF P AJU:STAN 1

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Syndicated Murabaha Financing Mudaraba Agreement

Between: International Islamic Trade Finance Corporation

And

Banks and Financial Institutions

Regarding: Crude Oil and Refined Petroleum Products

Amount: USD900,000,000.00

THE .AN]) TI-ffi .FIRST SC:HCED1JLE

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Section-9

Execution

Assignrr1ent o ........... ., •• o •• o ............................................... oo .... " ................ .'0 ... :.'" .................. ..... : .. 13 14 14

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20 21

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31 · Foi· Banlc (StaffPension Fund) ............. : ..... '" .... · .............. ' .................... ., ... 32 For IslarnicD~vylopment-BanJc 33

Jeddah Chamber: of Cc;mnnerce and Industry 34 AJ. J3~r6.ita ·rsiam.ic Bank.. 0 .... 0 ...... "' .... 0 ............... 0 ••• , •• ••• ,: • • ,. ••• 0 ~ ••• ··-: .. 1 ...... 0 .. 0 0. 0. +· ·r ... t i .. ~ .... , .,, ... , ... 3 s

For Federated Jn.vestors · Isla.iriic

For Habib Bm1k .._,LLJ .... HVU. •• ,

United Barllc Ltd.

Federated Investors For Anfaal Capital · . Schedul~, Second. Schedule, Third Schedule' .. o ........................... o ....... o ..... oc ..................... 44

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to any event or circumstance occmTence in the opinion

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(a) constitute a

assets and 1:>rop~rtJies; ··

the ability of obligations

of or any related docutnent;

rnay so:

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Letter of :I

or

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and references herein to

accordingly.

the ~vfuclarib's share of .,,.n.u.ct'"'" of the Gross

the "'"-.""'t:''"''"'·n·r

be '·'HI..V.t '"''-'

or

to

the financing to be made to t~1e -B.ecipient,in accordance ·with this

i portion ll1e accordance ·with aJJ.cJ:. to be ·LJCI.•I!,;LI.lO.lSAl.

manner iHusixated in the: _S_~9.Q!l~L~LgJ1~d11le:to .. ' ' .

; • • 1 a number of Transactions to be c21r:hecl out pursuant i!o' Agreement in a total sum vrou!d not i-unount

Refinery Limited Executing

:the :share of each· Participant Net Pro :fit, as deten11ined m accordance \Vith Section 4.03 hereof.

~~ontract to be by Recipient) with the Supplier for purchase of a

pursuant ti) the 1v[mabaha

the to by the purchase ofthe

an Islamic fi~nanced tenn:lnology for investor, vvhich refers to each and evety :in the l\1uraba~ha

on of

at ·vvhich the Goods a;re to sold by IrFC to the .1..' ... '-''~'-lf.J'.l~-.iJlL, as cletem1ined in accordance lV[urabaha Agreement

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the

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the context not so

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United States

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vice versa.

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hereof: ITFC shall enter :~1to ,_,., ... .,u ........ u_ •• , f(yr the shall klOt

I 3.()2 terms and conditions of tbis. Agreernent, agrees to no:.·rru~'"'"n·"''

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11"'""~·r)-r 1 r.n with the same tenr1s and· HVJljJC.CH'-•" shall otherwise

first} or pro rata of any acc.rued ~ .... -· rr"'·"'····"'"'' pro1/:ided that such accrued to be appt·~)'\~ed

Pmticipants;

'Q)f TtYi;'AJG1:"ri0

Profit and Corrl:ributio:n . ,. ·, ' ' i

-in or toward::: payment pro rata crf any .other surn due but unpaid.

For the purpo~tes ofSt:ction--il JJ7 (a) hereof, amounts l).,-Y>cYI'Ii"li- received virhie ofits b~ihg V.ll.l·.!.C.I.',JU.

or other and achl~lly •••i·'I.·'LlC~•''·'· ""'·'"'·'-'ULU-'-''"11.'-·'·.lll lif amounts payable by the.

:obligations and to complete

to '"'v'~''""'.""'a.

'"",..,.,,,,,,..c. required to' enable

Transaction~ contemplatt:1~· hereunder.

Withoui:!prej:Udice to the generality ofParagrapl~ hei1ebf~:ffF(; shall be ·T•n·nr",...,"'"''' to signthe·Murabaha A.g'reement ·with the Re<:~ip:iEmt and ?-t'l:Y. ofits, desi@mted entities; to

· · ariPoint arragent or agents (:induding Reciriierl.t), fcir'tlw punihase · · '•4LI.,.l..l.<.."-'1-'-'•J'V'<..l. agency ITFC shall also.be ",,.,. . ..,.,.."~'""'""'

1lJoods to the basis, and to '"""·.-·rr .. ...,....,

-~·~rnn,~Pn or pennitted. to be assumed or taken by

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wW'v'U·.l..lL.Y interest;

amend Section 4.03 hereof or U.l.l.Ll ..... ,._,.,.L.l.U'H

amend; vary or Sections 8J 13, 16, 17, 18, or ofthe " 11 '"''.,.."~-"'

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o:n any by :it to person and on the opinions

'-'-'"''""''·'J.L.!'.·V,L advisor selected it and shall not case

such investigation evaluation of the ...:-n,~-··-=··n.trw· as it appropriate

to for the purpose '"'1 _,,..,,.,.,,.,.,g, in accordance with this

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the extent not

:: i ' I ' 'I I 'i i in reliance Q11 such <:IC'CI'j"ij·t'rll'l{-·tn:n

'"'LJJ.~L~'-"''"' to con1pensation for "'~'·'--"''"!"'"''J • , 1 unpaid fi:om that ~-'"''""r'''~''':J-n'l'·

:at its sole discretion, car1e-el such to make its that P<:>lrhr,.-n.,n1c'c

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~my such other obligations.

~~'-~-~'~-'=~~' hereto or to such to ITFC. All such be o.-H-~~~---~-·'""'

7.1)2 liable for

VL>_;~A'VJCu-'-lJC"'- any right nUY'C.lrnnr.~r such right shall

the exercise of any right. No waiver of any right shall effective of any right shall be a waiver other right hereundeL

messages or fax messages

10.02 may, of Islamic Shariah, at any time assign or othenvise iTansfer any of its rights or obligations hereunder extent that it '-'-'--'"'-""-J·'-'-"

th~ undertaker! to the other Pmttcmants _ s,am,e obligations { 111atching the 1}ghts assigned) towards each

beena ITFC any,assignee _as havrr1g rights u.;;;;..<>-U-'.,_,C

10.03,- for any reason, . -it may and,

of48

Sec1tion--12

rrn:>P"n'lPl'IT may be lYVIt:>t'llTt:>nl in any nurnber of r'tYIHoft:>c~·l-\•'l·t•J·ci be deemed to constitute one the same '3''r'""''"'"''•'rn

Sec:tiom-13

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!14.02 betv;een to this claim byaJ\y:sU:ch undet; this Agreement, ~lihich is not resolved by agreer~ent ti:f the Parties

date Qf notice by one to the other Party, sh:;~ll be (in~lly '·"·''·'.l'-''·"'"-1: , , ·, , . . . an p~n1eli;niaccordanoe ·vvith the and procedures Jntf~r:national Islamic,

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f()f Recm1ciliatio:n and m TJAB.

14.03 ·The provisions,f{)r arbit11ation set in Section 14.02 shall be in IiEm of any · , the determination c)f~ clispntes between the Parties to this AJ?,Teement or any

i 1\•;\

against the other arising thereunder. ,

days aftercouni:e:tp~.:nts of the mvard shall b.ave ~been. to the any ]Party may enter judgment upon,. or instii11te a [m::ldeeding to.

in any covrt·of compete:ntjur:isdicti.on otherPm:ty; st1ch any other appropriate against the other tor

provisions of this . ,

:or process in cormection with any proeeedmgs to enforce any

.u~~u., .•. .., .... ,.J"'"-,_, .. ,,, rnaniJ:et prqvided in Section 7.01 of this Agreement all other for the such notice

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·16,04

16.06 'km~ee:rm:au may. be executed constitute the saxne

OF'

fax

·~.vmTants to

execute this

all

in the

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.ExecntRort Pa;g~~~ For Inten1ational Islamic Trade Finance CmvrJration·

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i : '· 1 ][N WJITNESS W:HEiREOJF, ·the International Islamic Trade Fii1ance Corporation through its duly ~:.I · , · ': . ,,authorized reptresentative has :signed this Mudaraba Agreem.ent relating to Syndicated lvfurabaha Financing I : • , · : .. , • (Operatio'n N.o iiTFCI1436HATf:?JPAJ(JQ008 for the Purehase o:f Cnid.e·Oil and Refined Petroleum Products

, I . • , , ·in an i<lnnount not exceeding USD900,000~000/- on date first written above.

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FOR A.1'-nJOI'l BEHALF O:F . • I. 1n ncEJRiJ~V\.TH)J. TAL ISLAJVIIc THADE ID'Jl:NAt\TCJB~ coJRPOJlA'JrJ[on

·-------------·------· -·-·---· ·· ----.. ---------.!...._:....__ ___ .:.._ ___ ____ _: __ _____________ __ _

Name:

T:hle:

I . I •• I ~ . b I ng.. an1 ·~•r. ~ -~. n .;)on ('), Acting: Chiel ElW•Httive Offi,:;•::r

lnternatiot1·;:tl IS,Ii!imk: l ~E ~ ~: Ii:~ Finance Corf)On:llit:;, t'J (1 .1 r:c)

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inter~atlonol . · Islamic Tmdr. · Finance Corporation

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Page 16 o:f 48

Execution Page For National Commercial Bank

IN WITNESS WHEREOF, the National Commercial Bank through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/TF2/PAK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AJ'..,TD ON BEHALF OF NATIONAL COMMERCIAL BANK

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""' Name: ~,.A4Jt~.)~L.4~ ,.. ,1\li Mana G. AI Y~rni

Title: H.c;>..,,0 r:::::-:" • {J ;-_ L \ j L. ()S L.U r I traA'10l C~ ..Lf J 5 T i 1u::f\ ()

I

Pagel7of48

Execution Page For Barwa Bank

IN WITNESS WHJEREOF, the Barwa Bank through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/TF2/ P AK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900:000,000/- on date first written above.

FOR AND ON BEHALF OF BARWABANK

Page 18 of48

Execution Page For Islamic Development Bank (Islamic Solidarity Fund for Development)

IN WITNESS WHEREOF, the Islamic Development Bank (Islamic Solidarity Fund for Development) through its duly authorized representative has signed this Muclaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/ 1 436H/TF2/PAK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF ISLAMIC DEVIELOPlVIENT BANK (ISLAMIC SOLIDARITY FUND FOR DEVELOPMENT)

Page 19 of48

Execution Page For Dubai Islamic Banlc

IN WITNJESS W HEREOF, the Dubai Islamic Bank through its duly authorized representative has signed this Mudaraba Agreement relating to S;,ndicated Murabaha Financing Operation No.ITFC/1436H/ TF2/P AK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF DUBAI ISLAMIC BANK

Name:

Title:

Page 20 of 48

Execution Page For Qatar Islamic Bank

IN WITNESS WHEREOF, the Qatar Islamic Bank through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/ TF2/P AK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

Page 21 of48

Execution Page For OPEC Fund for International Development

IN WITNESS WHEREOF, the OPEC Fund for International Development through its duly authorized representative has signed this Muclaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/TF2/PAK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF OPECFUND FOR INTERN,A~t5NAL~VE

, .. • .~~·····~··_,.~·

,,,,,, ......... ,.... ... ~···" ... // ----A-£.1~

Na::-:~u;/t{,4N y c.i?J>isl-1

Title: J / f!.sc..'R,)p_ _ G\DUGRAL

Page 22 of 48

Execution Page For Emirates Islamic Banlc

IN WITNESS WHEREOF, the Emirates Islamic Bank through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/ TF2/P AKJ0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF EMIRA TIES ISLAMIC BANK

Title: Jamal Bin Ghalaita CEO Emtrates lsl~mic Bank

Page 23 of 48

Execution Page For Ajman Bank, PJSC

IN WITNESS WHEREOF, theAjman Bank, PJSC tlu·ough its duly authorized representative has signed tills 1\t!udaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/ ] 436H/TF2/PAK/0008 for the Purchase of Crude Oil anc! Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR A:t·ID ON BEHALF OF AJMAN BANK, PJSC

Name:

Title: Akram Am in Khan Executive Vice President . Group Head of Wholesale Banking

A036

Afroz Ahamed M. Abdul Razack 8 027

Page 25 of 48

Execution Page For The Arab Investment Company SSA- (TAlC) Bahrain Branch

IN WITNESS WHEREOF, The Arab Investment Company SSA- (TAlC) Bahrain Branch through its duly authorized representative has signed this Muclaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/TF2/PAK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FORAND ON BEHALF OF THE ARAB INVESTMENT COMPANY SSA- (T AIC) BAHRAIN BRANCH

Page 26 of 48

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the Union authorized reoresentatnte has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing uo(~ra1Jon No.ITFC/1436H/TF2/PAK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF UNION ARABES

Name:

Title:

27 of 48

.tge _ .. i Falah Limited

IN WITNESS WHEREOF, the Bank Al Falah Limited through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/TF2/PAK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF BANK AL FALAH LIMITED

Name:

Title: ~ Mehmood Kmmi MllflitrT1DleFitttztra & Trmwy ~

BANKALFALAHL'ID. WBUBahrain P.A. No. 585

~.~.-..--& Ct»pprat<

BANK ALALAH LID. WBUBahr.

Page 28 of 48

Execution Page For MCB Banlc Limited

IN WITNESS WHEREOF, the MCB Bank Limited through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/TF2/PAK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON ~EHAiF"O•F .. \ MCB BANK iiMITED )

Name:

Title:

/1 ---. ~ '/(~j. '.J (;,.,:t;,t[,uv X

{/

Page 29 of 48

Execution Page For National Bank of Pakistan (NBP-Bahrain)

IN WITNESS WHEREOF, the National Bank of Pakistan (NBP-Bahrain) through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/TF2/PAK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF NATIONAL BANK OF PAKISTAN (NBP-BAHRAIN)

Name:

Title:

' ·

MUIIAMMA HOA/FJ VP I Gi::NEHJ\L M AGER

AllOt I .L BANi< OF I:,AKISTAN OI!IU, BAH RAIN

Page 30 of 48

Execution Page For Alubaf Bank

IN WITNESS WHEREOF, the Alubaf Bank through Hs duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/TF2/PAK/ 0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF ALUBAFBANK

Name:

Title:

Fatim:~ . JB.uali H / 0 ()pErations

K.R. sha H/0 Financial Control

Page 31 of 48

Execution Page For Islamic Development Bank (Staff Pension Fund)

IN WITNESS WHEREOF, the Islami c Development Bank (Staff Pension Fund) through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/14 3 6H/TF2/P AK/000 8 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF ISLAMIC DEVELOPMENT BANK (ST FF PENSION FUND)

Page 32 of 48

Execution Page For Islamic Development Bank (IDB WaqfFund)

IN WITNESS WHEREOF, the Islamic Development Bank (IDB Waqf Fund) through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/TF2/PAK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF ISLAMIC DEVELOPMENT BANK (JDB WAQF FUND)

Page 33 of 48

Execution Page For Jeddah Chamber of Commerce and Industry

IN WITNESS WHEREOF, the Jeddah Chamber of Commerce and Industry through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/TF2/PAK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF JEDDAH CHAMBER OF COMMERCE AND INDUSTRY

c _ ~ Name: 5 ~ I~ h A b J tA /I a J<~ 111 ~ [ Title: C ~t:ti I' t11&tt1

Page 34 of 48

Execution Page For Al Bm·aka Islamic Bank

IN WITNESS WHEREOF, the AI Bm·aka Islamic Bank through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/TF2/P AK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date fir:t written above/'

FOR AND ON BEHALF OF AL BARAKA ISLAMIC BANK

Name: ussain Al Nattaie Assistant Gf1teral Mi!nag!r

Title: He~cl t:f lnt~rwtionll tJnkinc- Dt~rtm~nt

Page 35 of 48

the Federated Investors has this Mudaraba relating to Murabaha No.ITFC/1436H/TF2/PAKJ0008 for the Purchase of Crude Oil and Refined Petroleum Products in an

FOR AND ON BEHALF OF INVESTORS

Name:

Title:

36 of 48

Execution Page For Islamic Development Bank (Fael Khair Program)

IN WITNESS WHEREOF, the Islamic Development Bank (Fael Khair Program) through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/ 14 3 6H/TF2/P AK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF J[SLAMIC DEVELOPMENT BANK (FAJEL KHAKR PROGRAM)

Name:

Title:

Page 37 of 48

Execution Page For Habib Banlc Limited

IN WITNESS WHEREOF, the Habib Ba1~k Limited through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/TF2/P AK/0008 for the Purchase of Crude Oi I and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF HABIB BANK LIMITED

Name: iErataan Ahmed COUDtt'J......,

I..JBL ... .....,..,... ., ..., . ..,. ....... ICJ'If!foln d lltuwtn Title:

Page 38 of 48

IIH

Execution Page For United Bank Ltd.

IN WITNESS WHEREOF, the United Bank Ltd. through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/TF2/PAK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF UNITED BANK LTD.

Name: rvtuhammad Omer

Title: H~H~d ~lf Flnancial lnstft.uciot·ts lUll!., lnternatio.nal

Page 39 of 48

Execution Page For Faisal Islamic Bank of Egypt

IN WITNESS WHEREOF, the Paisa! Islamic Bank of Egypt through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/TF2/P AK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on elate first written above.

FOR AND ON BEHALF OF FAISAL ISLAMIC BANK OF EGYPT

f-1-VU~-~

Name: AJhJ--4 \\he i,.Q_ Tbrc hiM

Title: G _ ){ C>~ ~ol-~\~1'\.. J!'\V-€.·J(Y'Q_J

Page 40 of 48

Execution Page For Jordan Islamic Banlc

IN WITNESS WHEREOF, the Jordan Islamic Bank through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1 436H/TF2/PAK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF JORDAN ISLAMIC BANK

~~ Name: /V1 h l J.. Ai lttY~ Title: J:4~ Gr~yWl{"eJ, MOvvl.l\tt«'

/V1 0 h ) c1 l YvLtl¥Y\

&xec~A.:t~- H~~

Page 41 of 48

representatnre has signed this Mudaraba Financing Operation No.ITFC/1436H/TF2/PAK/0008 for the Purchase Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF FEDERATEDINVESTORS LLP

WISE CAPITAL

Name:

Title:

42 of 48

Execution Page For Anfaal Capital

IN WITNESS WHEREOF, the Anfaal Capital through its duly authorized representative has signed this Mudaraba Agreement relating to Syndicated Murabaha Financing Operation No.ITFC/1436H/TF2/ PAK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000j000/- on date first written above.

FOR AND ON BEHALF OF ANFAAL CAP L

Name: A rt f"1l f.-- ".D

Title: C,G 0

Page 43 of 48

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Finimcial Institutions Department Corporate Banking Group P. 0. Box# ·3555, Jeddah 21481, Saudi Arabia Tel: +966 12 610 7083 Fax.+ 966-12-263 1146 BARWA Head Office 1st Floor~ qr~d Hamad Str~et P.O:Box 27778, Doha--- Qatar' · Tef. +974-444-88-235 Fax. +974-444-88-508

DEVELOPNIENT BANK Islamic Solidarity Fund for Departm¢nt (ISFD) Cl o Treasury. D~partment · P 0 Box #t 592:5q: JEDDAH 2'f5:3.2, SAUDI ARABIA Telephone# 646 74 51 Fax# 636 54 DUBAI ISLAMIC Head Office, Dejra Ne~t to the Deira City Center

SAUDI ARABIA

SAUDI ARABIA

05 Opp. DNATA Building, near Clock Tower, 7th Floor UN1TED ARAB

ElVIIRA TJi~S

06

07

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P. 0. Box # 1080,-DUBAI, UNITED ARAB EIVURATES e1erH10I1e# (00-971-4) 207-5730

21 /249-0433

Parkring 8 - P 0 Box # 99 5 A-1010 VT£XiJNA, AUSTRJA Telephone #:i(00-43-1) 515 64~239.

AUSTRIA

+-Fa~x_# ___,(_00_-4_3_-1--<,)_5~1_3 -'-92_3_8 ___ _,_,----·--------·--------------------------- -------·--+----------{ EMIRATES ISLAI\UC JB.ANK . 2nd Floor, ·Executive Building nq 16 :, Dubai Healthcare City, P.O:Boi 6564, Dubai, UAE Tel: +9714.3.83 4994/4152179

4 3708090 EMIRATES

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09

10

(ElvJIRATES NATIONAL BANK OFDUBAJ) Head Office, Next to SHERATON CREEK Baniyas Road; ·Deira, P 0 Box# 777 DUB AI, UNITED 'ARAB EJ:VliRA TES Telephone# (00-971-4) 201 2683 Fax# (00-971-4) 234 1970 AJJVIAN BANK, P JSC P.O. Box: 7770,'Ajman, UA,E Tel: +971-6~79l~583 : Fax: +971-6-7311662 i

UNrfED ARAB

EMIRATES

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UNITE:O

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AL Bahrain Operations, "Bahrain FinanCial Harbour" West Tovv.er, Level# 13 . : P 0 Box·# '1375,'MANAMrli.l~- BAHRAIN Telephone# {00--973--17) 2031 00 Ext. 108/ 203 108

_ _E~x # (O_Q_-973--17) 22 43 00 I _ ------------·--··---·---------------------------·-­MCB 1~ANK LIMITED Wliolesale Banking Branch 3rd Floor, BIGC Building, Diplomatic Area P 0 Bo:~~ fi Jhr'64,' :tvlA.NAMA~ BAHRA.n~· Telephone # (00-973-17) 53 33 06/53 39 77 Fax # 53 33 08 ·

Off-shore Bcinking Unit

1 {' 51 M~AN.Al\1A. CENTER, Government Avenue .J P. 0. Bb~·# rf7sjv1anama, Bahrain: .

T. +973-17-224 191

BAHRAIN·

BAI~CRAIN

JBAHJRAIN

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AllibafTower:, 7th :Floor, AI SeefDi'strict 16 PO!BoxlJ.15,29,:)y1anama, Kio.gdom ()fBabrain BAFffi.AJCN

Tel: +973 17517729 :

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17 P 0 Boxfl;:s9~5;JEDDAB41532,, SAUDI ARABIA Te~ephon~ # '(00 .. 966·-2) 646 74 51

SAlTIH ARABIA.

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18 P 0 :Box ~92;,$, JEDDAH 21532 SAill>I A-1-{AB~A . Telephone# (00-966-2) 646 74 51 · Fax# (00--966-2) 636 75 54 .

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P.O.Box J264, Jeddah21431 19 Kingdom.ofS~1.1di Arabia

T: +966-2..;651.:.5111 Ext: 1050 7.0

SAUDI. ARA'BIA

F : +966-2-650 .. 3600 I 651 -7373 : BARAKA ISLAMIC BA.NK'7:-----------------------~----·~-~-----~ --~----~··---- ----

Al Baraka Tower ! 20 P. 0. Box# 18~2; ,Manama, Bahra:i:d

Tel. +973-17-535 300 Ext. 153

21

Fax +973-17 -533 993 I 533 344 !:federated .,., .. ,,"'"'1l-"''""~ Federated and! Trade Finance Core 100 1 Liberty A venue Pittsbmgh~ i='A 15222 T: 001-412.288.2292 F: 001-412.992 4351

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Foreign Rehltioni & Investl1lei1t FIBE Tower, ,

25 149 OTahri;r Stre~t, Galaa' ,Square, Dokki, Giza f.O. B,ox #'2446, CAIRO, EGyPT TelE;phone # 3762 i2 85 Fax#. (06-20~2) ·JoRDAN isLAMIC P.o: Box 9·26225, .

26 ' Ha~heniite King4om ofJortia~ Tel: +962. 6.56773pi7 ' i ·

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BETWEEt',J

ISLAMIC ··r.RADE FINANCE

AND

(1) THE fSLA.MIC REPUBLIC OF PAKJSTAN

BY THE NIINISTRY OF ECONOMJC AFFAfRS AND

(AS EXECUTH-TG

CONCERNING OF CRUDE OIL AND REFI!'-1J~D PETROLEUJVI

FOR SALE TO THE ISLAJ\.1IC RI~PlJBLJC OF PAKIS'TAN

SECTION .. J

SECT!OJ',f-·2 SECTION<~

SECTION-4 SECT'JON~S

SECT!ON-·6 SECTJON-·7 SECTION.,g SECT.ION-9

SECTION~lO

SECTION~I J

SECTION-!2 SECTfON-13 SECTlON~J4

SECTIOJ\f~! 5 SECTI()J\T .. J6 SECTlO.N--17 SECTIQN .. [8 SECTION·· I 9 SECT[ O:l\J-20 SECTION-21 SECTION-22

IJEFil\TlTTCJL\JS ...................................................................... . '"""''"'"'"'""'"""']

UTlLJZATION OF THE AF'PH.OVED AlvfOUNT ....... ., .......................................................... 8 PROCUREtAENT OF THE GOODS......... .., ................................. 9 INS\JRANCE .............. " .... , ... " ............................ ,....... . ............ 10 JJ:ELI'\fER.Y ......................................................................... ,. .................................................. J l PA Ylv!ENT OF THE PURCHASE PRJCE BY ITFC ................ , .......................................... 11 PROlVilSE BY THE RECIPIENT TO PURCHASE THE GOODS FROiv! fTFC .................. 12 SALE PRJCE OF THE GOODS SOLD TO REClPTENT., ...................................................... 12 SALE OF THE GOODS TO THE RECIPIENT Wf.THOUT RESPONSIBILITY OF ITFC FOR L)EfECrfS .......................................................... , .................................................................... 13 DENO!v!INATION OF TltE SALE PRICE: ............................................. , ... "' ........................ 13 PAYMENT OF THE S/\LE PFJCE ........................................................................................ 13 MAN.l\TER OF PAYMENT OF THE SALE PEJCE BY lifE REC1PIENT ........................... 14 :EFFE:c·rrVEJ'{ESS ................................................................................................................... :14 DELAY IN THE EXERCISE OF R.lGHT'S ............................................................................ :14 CANCELLATION AJ\rD SUSPENSION OF THE APPROVED /\[VJCHn\rT....... . ...... " .... 15 REPRESENTATIONS /1ND \V.ARRANTIES ......................................................................... J6 E\7E1'~·rs ()F DE.F.AtJLT .................. "' ..................................................................................... 18 INDE~:tvft'-!JT":/ ........ ... ... ... .. ........ .... ... .. .................................... ..... ... ... ............ . .... 19 GOVEJ{]\Jll',!G LAW .. SETTLEI\1ENT OF DISPUTES ........................................................... 2 J

1\!Ci1'1CES~ ........................................................................................................... 21 c:C)l\f.Flf}EI'>!'Tl ALJ:T'Y ................................................... , ................................... , ............ " ........ 22 tv1lSC:.ELL.!'\NI~()\.JS ..................................... ,. ................ , ......................................................... 22

.Execution Page For the Government of the Islamic Republic ofPakistan ................................................ ,. ........ 24 Execution For the InternatiorwJ lslamic Trade Finance Execution For PAK .. /\Ri\B Lit:nited (PAR_C0) ........................................................................... 2.5 A.ppenclix~l LIST OF PARTICIPANTS WITH THEIR RESPECTIVE CONTRIBUTION ..... ., ............... 26 Appendix~fl FORl\1 OF OFFER FROM THE RECIPIENT ........................................................................ ?..9 Appenclix-lll FORl\!1 OF ACCEPTANCE BY ITFC. .................................................... ,............... 30 Appendix"fV FORM: OF GUARANTEE ................................................................................................ , ...... 31 Appendix .. \1 FO:RJvl OF OPINION OF COUNSEL TO THE GOVI~:RNMEl,fT OF THE JSLAM:lC

REPUBLIC OF P/-1.KISTAN ................... ,,, ............................................................................ 37

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as and

A" has requested ITFC to purchase (hereinafter referred to as the

Recipient on :Murabaha basis;

R The banks and financial institutions listed in hereto (hereinafter referred to as tbe have on the basis of a proposal made to them. by to finance the

purchase of the Goods in an amount not '-.f"'·'"'""'"'H'·'-· N]NE

PAI\ISTAN (hereinafter reterred to as the to the terms and conditions of this Agreement;

The Recipient has designated as the Exec.uting

on behalf of the Recipient;

(herein after referred to as for the purchase oftbe Goods and taking delivery thereof

D. The terms and conditions referred to in (B) above have been communicated to the .Recipient a fax message No.69/68057 dated 23/03/2015G the Recipient has accepted the said terms and conditions by its letters No. dated 15/04/20150 and No. 2(6)IDB/20l2 dated 30/04/2015.

E The Participants have authorized ITFC to enter into this Agreernent 'Nith tbe Recipient and ITFC has promised to use its best endeavors to make the A pprovecl Amount a vail able to the Recipient for the Operation, as defined hereunder; and

ITFC has agreed, subject to the terms and conditions of this Agreernentj to authorize the lZedpientl as a:n agent of ITFCl and to the extent ofthe Approved Arnormt, to negotiRte with a supplier, or suppliers, and to conclude a contract, or contracts., f()r the purchase of the Goods

as fo!lcrws:

1,1 Except where the context otherwise requires, each of the following terms shall have the meaning assigned to it hereunder wherever used in this Agreement:

the Accounting and Auditing Organization for Islamic Financial Instituticms headqumiered in Bahrain,

the fee to be paid/or payable in accordance vvitb Section 2.3 to this Agreement.

as defined in Recital-B of this Agreement

a day on which banks are generally open in London, New Vienna and Jeddah for the business of the nature required by this Agreement

3 of39

actual payrnent of

the date on whicb

shaH have the

Purchase

to it in the UCP,

the elate on \Vhich this shall enter into effect as in Section~l3 hereof.

the occurrence of any of the events set out in Section 17 hereof.

PAK-ARAB Limited

the to be cs.rrlecl oul: after i:he effectiveness of the J\llurabaha AgreemerrL

Crude Oil and Re:t1ned Petroleum which ITFC bas and sell to the :Recipient under this

the guarantee the Contributions of tbe in the amount ofUSD900,000,,000.00 plus the related to be provided by the Guarantor in the form provided m

to the Murabaha

of Finance of the Government of the Islamic

vvith l:o a Letter of Credit established under any Transaction hereunder, means an irrevocable unde1ialdng by ITFC to reirTtburse the lssui ng Bank) the confirming or the

v< .. U.LCH1C. hank (as the case may be) for payments made under Documentary Letter of Credit, or to pay to the Supplier under a Standby Letter o:f Credit.

the Bank) which issued or is acting as an advising of the bank, wh!ch issued the Letter of Credit

either a. Letter of a Documentary Letter of Credit, or a Usa:nce Documentary Letter of Credit

at or about noo:n on tl1e quotation of the relevant Sale tbe _Reuters screen rate is not available or this rate is zero or

in relal:i on to any event or circumstance in whatsoever nature, tbe occurrence of effect of V-/.b ich would; in the opinion of rTFC:

(a) constitute a force rnajeure;

(b) affect the Hs assets and properties;

(c) impact the financial condition, business or operations of the PARCO;

(d) affect the implementation of the Operation, the financial plan or the on of the PARCOjs business or operation;

or comply with its related rlnt'll11'\C"O'l''

iJ of 39

the f1nancial and/or economic conditions of ·which vvoulcl bave adverse on the domestic money; and/or markets.

and may do so:

(i) in a manner or to an extent pre;judicis.l to the rights and/or rerned:ies of JTFC under this or any related agreement; or

(j) in a manner or to an extent to affect the

comply with any of its agreement to which 11: is a PARCO's ability to ,~nrr.-n"'''

or

and references herein to an event or circumstance which "has" or which "would have"' s. M:aterial Adverse Effect shall be construed Qr•r•r.r•;"!l1'l(\."'

is a member of the

a country, which is not a rnernber oft he of Islamic

a number of Transactions to be cmT:ied out pursuant to the Murabaha. Agreetnent in a total sum that vvou1d noi exceed the Approved Amount

PAK-ARAB Refinery Limited (PARCO\ the Executing Agency,

the Guidelines for Procurement of Goods and Services under the Islamjc Development Bank~ s Financing.

the contract to be concluded, on behalf of ITFC, by the Recipient ·vvith a Supplier f()r purcbase of a quantity of the Goods pursuant to this Agreement

the price paid, or payable, by JTFC to a Supplier for each shipment of the Goods inclusive of any insurance premium, banking or other fees (except fees for confirmation of Letters of Credit) borne by ITFC in connection v.rith the shipment: of the Goods to Pakistan.

the principal London offices of the JPMorgan Chase, Citibank N,A, and HSBC and/or any other bank appointed by ITFC in substitution for any of the foregoing banks.

the contract to be concluded betvveen ITFC and the Recipient, in the manner indicated in Section 7 hereof:, for sale of the Goods to the Recipient

the price at which ITFC sells the Goods to the Recipient, as determined in accordance vvith Section 8 hereof.

5 of39

the actions of another

01'

to

(ii) any act or omission impairing or harminK or threatening to or directty or indirectly 9 any Party or the proper~ty of the !o influence improperly the ::tctlons of a Party,

11J'~'"''' 11., •• ,"'o an arnmgernent between t\VO or more parties designed to achieve an improper purpose: including influencing improperl:y the actions of another Party.

(iv) any act or a misrepresentation, thot knowingly or recklessly misleads; or attempts to mislead) a Party to obtain a financial or other benefit or to avoid an obligation.

(a) deliberately destroying, falsif)'ing, or concealing of evidence material to the investigation or making of false statements to iJ1Vesd.gators, in order to ma;teria.Ily irnpede JTFC investigation into allegations of a Corrupt, Fraudulent, Coerdve or Collusive and/or threatening, harassing or intirnidati ng any Pmiy to prevent it· fhnn disclosing its knowledge of matters relevant to the investigation or tl·orn pursuing the investigation, or

(b) acts intended to materially impede the exercise of ITFC's access to contractually required infonnation in connection \Vith ITFCls investigation into allegations of a Corrupt) Fraudulent; Coerc.ive or Collusive practice.

a letter of credit where payment by the issuing bank would be made to seller immediately upon presentation of the required documents, and is not on deferred basis.

shall have the meaning given to it in the UCP,

the Operation to be carried out in accordance with Section 3.02 ofthe1VfudarabaAgreement and Sections 2.2, 2.3 and 2.4 ofthe Murabaha Agreement after the payment of the last Sale Price Lmcler the last Transaction of the First Operation

the person or entity fi·om which the Goods are purchased by tbe Recipient on behalf ofTTFC under tbis Agreement

includes imposts, fees and duties of any whether in effect em the Effective Date of this

6 of39

the Uni forrn Customs and Practice fcrr Credit (2007 International Chamber of Commerce Publicaticm No. 600 a~: and from time to time by the fnternational Chamber of Commerce and relevant Incoterms 201 0"

a letter of credit "'where payrnent by the bank would not be made to seller immediately upon presentation ofthe required docmnentsJ but at a later time specifically de:flnecl in the letter of credit

66lJS r.•US$'9 ~

the !avvful currency of the United StaJ:es of Arnerica,

includes the plural and vice versa.

(b) the "Partt~ shall be construed so as to include its and any subsequeni successors and permitted transferees in accordance with the interest ofTTFC.

(c) an "'affiliate': of a Party shail be construed as a reference to its uu.l"lLU.l~

subsidiary or another subsidiary of its holding company. company~

(d) an "appe:ndix5' shall~ subject to any contrary indication, be construed as a reference to

an appendix of the agreement or document in \Vhicb such reference appears,

"assets" includes prope1ties (rnovable cmd immovable)? revenues and description,

of every

~'continuing"9 in relation to an Event of shall be construed as a reference to an Event of Default which has not been ·waived or remedied in accordance with the terms hereof.

(g) "including" shall be construed as a reference to '':including) without limitation'',

(h) ''indebtedness') shall be construed so as to include any obligation ("whether incurred as principal or as surety) for the payment or repayment of money, whether present or futun;;J actual or contingent

(i) a 6'law" shall be construed as any law (including common or customary statute, constitution, decree, judg.ment, treaty 9 regulation, directive, bye-law, order or any other legislative measure of any relevant govermnent, supranational, local govermnent, statutory or regulatory body or comi."

G) a '"month'' is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next succeeding calendar month save that, where any such period would otherwise end on a day which is not a Business it shall end on the next succeeding Business Day, tmless that day falls i:n the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the immediately preceding Business Day, provided that, if a period stmis on the last Business in a calendar month or ifthere is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business in that later month (and references to ·~months" shall be construed accordingly).

7 of39

a "successor"'' shall be construed so as to incl an in title such and any person who under the la1Ns of its Ol'

dornidle has assumed the and or to under such

(1) the ,. (.(dissolution'~, "liquidation''~ of a company or corporation and references to '';liquidator'';

and ''trw;tee" of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the lavvs of the Republic of Pakistan or any jurisdiction in whieh such company or corporation carries on business including the seeld.ng of liquidationj v1inding~up~ reorganization, dissolution, rn-l.nQenJet·lL adjustment) prorection or relief of debtors.

(m) this Agreement or any other agxeement or docurnent shall be construed as a reference to this Agreement or, as the case may be~ such other or docurnerrl as the same may have beel't~ or may from time to time be novated or supplemented.

(:n) ;'Section'\ "paragraph'' or ".Appendix5' shall! unless a contrary indication appears, be

construed as one in or to this Agreement, and any headings !:o any section, paragrapl1 or Appendix shall be f()r ease of reference only.

(o) "person'' includes any person, ±lrm, company, corporation) govermTtenl:; state or agency of a state or any association; trust or partnership (vvhether or not having separate legal personality) of two or more of the foregoing,

(p) a '·'regulation" includes any regulation! rule! off1cial directiveJ request or guideline (whether or nol having the force of la\v) of any goverrnnental, Intergovernmental or supranational body~ agency, dep<:uimeni or regulatory) self-regulatory or other authority or organizatiorL

2.1 ITFC shalL upon effectivenes~ of this Agreement in accordance with Section 13 hereo:t: make the Approved Amounl available to the Recipient for the First Operation.

2.2 Without prejudice to Section 20 l above ITFC may by sending written notice to the Recipiem~ effective immediately on the elate of sending, suspend all or some of Disbursements not yet rnacle by ITFC pursuant to Section 6 hereunder upon the occurrence of any exceptional circumstances which adversely affect ITFC's access to tbe capital markets (all as detennined by ITFC in its sole discretion). Any such suspension will continue until notification in writing frorn ITFC to the Recipient of the end of this suspension or until TTFC cancels the relevant Disbursements which are subject to such suspension pursuant to Section 2,3,

2.3 The Recipient shall pay to lTFC an Administrative Fee amounting to US$900,000.00 (US Dollars Nine Hundred Thousand), .Half of this Administrative Fee shall be paid as a condition of effectiveness and the rernaining amount shall be paid at the earlier of six months from payment of first installment or utilization of 50% of the financing.

2.4 The Recipient shall stsxl: vvithdrawa1 of the Approved Amount whhin 60 (Sixty) days from the Effective Date.

2,5 fTFC shall use its best endeavors to make the Approved Ammmt3 such pmi thereof as may be provided by the Participants; available fcrr the Recipient f{)l the Second Operation; on the follo,Ning conditions:

(a) that the whole ofthe Sale Prices under each Transaction under the First Operation shall have been paid in hili on due

~ of39

2.7

that adverse the assets or flnandal condition of the or the Guarantor} as well as the 1narket and the relevant shall have or to occur, which Ln the reasonable \H/1 .... "'"

the of the or the Guarantor to meet their ''IC'C''''""···<nr<=c

The Second Amount

All costs a:nd expenses tbis inc:luding legal

the exposure of the

incurred in relation to the Murabaha shall be borne and paid the :Recipient

under

2.8 The decision of ITFC whether or :ncr! to enter into the Second ITFC to the Recipient) PARCO and the Guarantor within 30 (Thirty)

be notified B.fLer the date of

payment of rhe last Sale Price under the First

2.9 Unless the Partieipants sha:U otherwise same terrn.s and conditions as applied to the Firs(

3.1 The total amount of the Purchase Prices for the Transactions executed as per this shall not exceed the Approved Amcn:mt.

to the

32 The as '\Veil as the PARCO undertakes to ITFC as soon as with a schedule dernonstrating the quantities of Goods to be purchased as per the Purchase Contract The above schedule should state the dates of shipments and the Purchase Price for each Transaction.

3.3 F(or tl1e a.vojc!a:nce C)f dollt>ts, it is \ivell ur1derstoc)d betv,,eerl the Parties thsJ the ~R~ecijJierlt as ·\Jfe1 1 as the PARCO will purchase the Goods on behalf of ITFC in order to repurchase the same on l\1urabaha. basis from ITFC in accordance with the terms of this Agreement.

3.4 It is agreed between the Parties hereto that the Recipient is authorized to purchase the Goods~ either or through the for and on behalf of ITFC, from OJC lV[ember Countries, Procurement shall be in accordance with the Procurement Procedures of ITFC or any other procedure to wlLich ITFC may in agree and shall be subject to such terms and conditions as ITFC may determine,

3 . .5 The 1\ecipient as weli as the P.A.RCO undertakes to ensure that the Supplier is not on the List of the United :Nations and the Organization of the Jslarnic Cooperation concerning any restrictive measure; embargo" or sanction.

3,6 The Recipient covenants that: ·when acting as agentl it shall act as an undisclosed agent ofTTFC and it shall not disclose that it is acting as an agent of rJ'FC to any third pmty. PARCO acknowledges and accepts such undisclosed agency arrangement and covenants not to do) or omit to be done; anything, which could result in this, undisclosed agency arrangement being breached, The Recipient and the PARCO agree that any act or omission of the PARCO under or pursuant to this Agreement shall have the same effect as though the act or omission had been the act of the Recipient No act or omission by the shall relieve, impair or prejudice the obligs:tions and duties of the Recipient under or pursuant to this Agreement

3.7 The Recipient as well as the PARCO shall submit through the most expeditious mode of communication the terms and conditions of the draft Purchase Contract for the approval of ITFC before it concludes it. reference to the Purchase Contract shall be taken as a reference to Sllch contract after the approvai of its terms and conditions by ITFC and its conclusion

9 of39

'"·.,,.,.,,_,,.,, on behalf

or cancellation ofthe Purchase Contract shan be rna.de or writren consenl of ITFC

amendment to or the withoui the:

as ·\:vel! <:t:; I he PARCO shall of the Goods and the of the Purchase Contract ·vvill be done \;vithout the assistance or intervention whether

midd.lemm1 or a commission or a similar person) or

:L9 as an agent of the Recipient as well as the PARCO shall endeavor to act as if :f~1r its own account and shall take all necessary measures to ITFC's rights and

interests and will not do or omit to do anything,) 1.vhich wiLl be inconsistent vvith its '-'>J'"·"''·"·"'·,.'''

aucl responsibiJJJies under the

3. I 0 The Recipient as well as the PARCO undertakes l:o select the Goods and to exercise as much care in itself as to matters of quality and of the Cloods and title thereto and of per[()nnance by the Suppher as if it were purchasing the Goods for its own account directly thlli:t the

3.1 J The as weli as the PARCO shall be flllly and solely responsible 1()r l:he quality, condition~ selection and specifications ofthe Goods and for deciding the need and the extent and the manner of:. the Transaction and storage thereof.

3, 12 The Recipient as weJl as the PARCO shaLl ensure thaJ all necessary permits, control approvals) impo11 Hcenses and aH other consents required in ccnmectio:n with the JITtpo:r( of lhe Goods are obl:ai.ned,

:3.13 The Recipient. as \Vell as the PARCO shall, on behalf of do all things and observe and all obligations to be done or observed under the Purchase Contract as if the

Goods are purchased by JTFC directly fmm the Supplier.

3. J 4 The Recipient as 1.vell as the PAR CO shall not engage: itself or th:rough any person acting on its beha1t in any Sanctionable Practices in connection \Vitb its business and operations,, incl ucling the procurernent or the execution of any contract relating to the Operation.

4. J The Recipient shall ensure that the Goods are insured by the Supplier ai all times~ including marine transit until tltle to the Goods and alI risks pass to the Recipient under the Sale Contract \Vith reputable insurers and in an amount acceptable to ITFC to the full Purchase Price of the Goods: against such risks as are normally insured by persons transporting goods in the same manner and of the same kind as the Goods including, without limitation, all environmental pollution risks, The Recipient shall ensure that a term of such insurance will be that the ins11rance proceeds shall be payable to ITFC in TJS Dollars. The Recipienl shall comply with the terms and conditions of the insurance and shall not perform or OITtit, consent or permit any act or omission; which might invalidate or render unenforceable the whole or any part of sucb insurance,

4,2 \A/here the draft Purchase Contract does not provide for the insurance of the Goods by the Supplier in the manner specified in Section 4, l hereof; the Recipient shall~ at the time of sub1T1itting the terms and conditions of the draft Purchase Contract for the approval of ITFC in accordance with Section 3.7 hereof~ advise ITFC of the arrangements it has made; or will make, to insure the Goods in the aforesaid manner in order to obtain ITFCs app1'ova1 for the same, In this case the insurance cost shall be paid by JTFC and added to the Purchase Price,

4.3 The Recipient shall _pmvide JTFC with a copy of the insurance policy entered into by the Supplier in relation to the Goods subject to Section 4.1 hereof or a conformed copy of any insurance contract or agreement concluded or indirectly PARCO in the manner ,JfJ'··"'·'-'"'"'' in Section 4.2 hereof.

[() of39

6.1 lJnless TTFC otherw.ise agrees in pursuant to this Agreement: sha11 be made

n-:n.rrn,r=>l'lT{)fthe Purchase Price of aU Goods .~111111""--' Lette;;!rs of Credit.

6.2 Subject to Seetion 6.] hereof and where the Purchase Price is to be effeeted by a Documentary Letter of the Recipient or shall5 on behalf of open a Documentary Letter of Credh in the manner required the Purchase Contract in favor of the Supplier. Each and every Documentary Letter of Credit established under this Agreement shall contain, inter alia" the follovving particulars:

(a) The number ofthe Documentary Letter of Credit; (b) The name of the bank; (c) The name of the applicant for the Credit; (d) The name of the Recipient of the Credit; (e) and quantity ofthe Goods;

of the Goods; The amount;

(h) Insurance cover; (i) The expiry da;te; G) The latest shipment date; (k) The name of the paying bank or the negotiating bank; (l) That the Credit wilJ be available by sight/deferred payment or on usance terms; and (m) Thai the Letter of Credit is subject to the UCP.

6.3 Where the payment of the Purchase Price is required to be made directly to the Supplier~ the Recipient or PARCO shall open a Standby Letter of Credit in the form specified by the Supplier.

6.4 The Recipient or PARCO shall communicate to ITFC, by tested telex or authenticated S\VIFT message, the full text of the Documentary Letter of Credit or, as the case may be, the Standby Letter of Credit. Provided that the tenns and conditions of the Letter of Credit ot": as the case may be, the Standby Letter of Credit: are acceptable to ITFC, ITFC Vlill, on receipt of the said telex or message, issue an Irrevocable Commitment to Reimburse,

6.5 (a)

(b)

\Vhere a Documentary Letter of Credit is opened hereunder, ITFC will arrange reimbursement against a receipt of a certificate :from the relevant bank that all the relevant terms of such Documentary Letter of Credit have been fl!lly and properly complied with.

Vl!here a Standby Letter of Credit is openedJ ITFC will pa~y directly to the Supplier upon receipt of notification from the Recipient or PARCO. A claim of payment to the Supplier shall be notified by the Recipient or PARCO through its bank, to ITFC at least 4 (Four) Business Days before the value date of payment to the Supplier, indicating the exact amount, value date and details of the account to which payment is required to be made"

6.6 Amendments of any Documentary Letter of Credit relcrting to the matters specified in Section 6.2 hereof shall be subject to the approval of ITFC. Any other amendment could be made by agreement of the parties to the Letter of Credit without reverting to ITFC provided that such amendment is consistent with the general terms and conditions of this Agreement and that Recipient or PARCO shall be solely responsible for damages or risks associated with such

11 of 39

of any arnendment and shall ucct.u.u.~;;,v or risk associated with any amendment

6.7 The first Letter of Credit hereunder shall be VIJ'-'H'-'U·

Effective Date fbr the First ·and notifies the the PARCO and the Guarantor of the availability of the Arnourrt; or any part thereof, to the for the Second If the Recipient or PARCO fails to open the first Letter of Credit within the periods specified herein; and ITFC is not satisfied with the for sueh failure} ITFC may, by notice to the Recipient, terminate this Agreement may caneel the Operation.

6.8 It is agreed by the parties that the whole of the Approved .Amount under each of the two Operations shall be disbursed vvithin a period of 9 (Nine) months fi·om the date of first Disbursement under the Operation, ·unless ITFC otherwise agrees, such pmi of the Amount as may remain un=disbursed after the expiry of the specified herein." \Vil1 be considered cancelled.

6,.9 rn the event of termination or cancellation as mentioned in Sections 6,7 and 6,8 hereof, all costs and expe:nses arising frorn such termination and cancellation shall be born jointly by the Recipient and PARCO withou1 to Pa.rtidpants; rights to any rights and rernedies thaf: may have accrued to Pmticipants prior to termination or that may arise from terrn [nation,

6, I 0 The Purchase Price shall be paid in the currency specHied in the Letter of Credit~ to be calculated and credited to the Recipient in USD as per the dollar exchange rate prevailing on the date ofpayrnenl.

6.1 :1 All payments to be wade hereunder by the Recipient shall be made on the due dates of such payments free from~ clear off and without deduction for any taxes; provided, however, if the Recipient shall at any tirne be compeJJed by 1aw to withhold or deduct any taxes from any amounts payable to JTFC 3 then the Recipient shall pay such additional amounts as may be necessary in order that the net amounts received after withholding or deduction shall equal the amounts which ·would have been received if such withholding or deduction were not required

7.1 T'he Recipient undertakes to purchase the Goods from ITFC immediately upon taking delivery thereof (as provided in Section 5) on behalf of ITFC and on the terms specified in Section 7.2 hereof to Section 22 of this Agreement

7.2 The Sale Contract shall be concluded on the Disbursem~nt Date by an exchange of tested telexes or fax messages as soon as the Goods are delivered as provided in Section 5 at the port of destination in Pakistan. The said exchange will consist of an offer from the Recipient in the form provided in Appendix-II hereto9 and an acceptance from ITFC in the form provided in Appendix~ III hereto. If the Recipient fails to communicate with ITFC for the finalization of the conclusion of the Sale Conh·act after the Recipient has bought and taken delivery of the Goods on behalf of fTFC, the Recipient sha11 be liable to ITFC for any and all damages, costs~ expenses and losses suffered by ITFC and/or the PaTticipants as a result of the breach of the Recipient's undertaking to conclude the Sale Contract in the manner indicated herein,

8.1 Each Sale Price payable by the Recipient to ITFC hereunder shall consist of the corresponding Purchase Price and a f1xed mark-up rate of 4.90% (Four Point Nine Zero per cent) per arumm. The Sale Price shall be determined two Business Days prior to the Disbursement Date of the corresponding Purchase Price and shall be communicated to the Recipient on the date of such detennination,

1 of39

in accordance with Section 7 hereofj the that it \Vould exarnine the Goods and that it would itself as to their quallty quantity~ and a] I other relevant However9

if any defect appears in the ITFC undertakes to to the Recipient) or to its nominee9 the rights and warranties to which ITFC may be entitled under the Purchase Contract 9 with any other and which may be implied by lmv or custom in favor of a,_,,__,.,_"''"'-""''

Each Sale Price shal! be denominated and in US Dollars.,

lL!

SALE

The Recipient shall pay to ITFC the Sale Price 12 corresponding Disbursement effected by the ITFC.

months fhnn the date of the

11 .2 becomes due on a day on vvhich the banks are not open :[()!' business where payment is to be effected by the in the currency such

shall be made on the next f()lJowing day on which such banks are open (()r business.

11,3 If the Recipient fails to pay any amount payable hereunder when it is the Recipient~ in addition to the amount due: in accordance with tbe Prindples of Islamic Shari lah:

(i) cornpensate ITFC for any loss!, reasonable actual costs and expenses (including, but not limited any or coUecting agenfs costs and expenses) incmTed by ITFC or any other Pa1i:idpants as a result of delay in to and

(:ii) pay ITFC a late payment charge in respect of the overdue amount, any such late payment charge shall be calculated and applied as a sum determined by ITFC after applying the formula indicated belo\A.':

AxBxC 360

Where: "A') means the unpaid amount; "B" a sum in aggregate equal to 4.90% per annum; "C' means the number of days fcom and including such clue

date to, and, including the date of actual (\vhether before or after judgment).

11.4 fTFC shall, after the deduction o:f aLl actual costs and expenses incurred and demanded by any of the Pmiicipants, pay any amount recehred pursuant to Section ! 1..3 to the International Is1arnlc Trade Finance Corporation's Charitable Special Account No.241150 120215 with the Arab Banking Corporation P ,0, Box 5698~ Kingdorn of Bahrain, Tel: +973 17 543000, Fax: +973 J 7 533163~ Swift BIC:ABCOBHBl\/1

15012021 5} lt should be noted that this Account is a special account set by ITFC solely for charitable purposes" It should fixrther be noted that ITFC sha11 not apply the late payment charge set out in Section 11 J if the Recipient is able to demonstratej to the satisfaction of ITFC, thai the failure to rnake the payment is not due to its willful default

Page l3 of39

2.

12.2

The shall pay each Sale Price To ITFC SViTIFT Inessagt; or ernail.

to such bank account as ITFC shall. to the or in such other rnanne:c as lTFC may direct fi'om time to time.

V/ithout to the of Section 12. I, ali due hereunder sha11 be deemed to bed uly paid when the account ·with it:

bank confirrns to ITFC the of such payment in ITFC's

Account Name. IDB-I'LFC-OPERA T.lO:t~S Account No. GB93SlNT60928000 I 59:152 Gulf International Bank (UK) Lin:tited One K.11ightsbridge London SW IX 7XS Un [·ted Kingdom SWIFT CODE: SINTGB2LXXX

l2.3 A11 charges a.nd e;<penses in connection with any payment the to I'TFC hereunder shall be paid by and shall be for the account of the Recipient

12.4 AJI by the Recipient to ITFC hereunder shall be made without any set-·off or

13' l

counterclaim a:nd free and dear of all charges> deductions or withholdings of v/hatever nature: all of which sh;:d I be fell· the account of the Redpient.

Tllis Agreement shall not be effective until the original document:: as listed below:

furnishes TTFC \,vith a full set of

(a) A Guarantee fi·om the Guarantor5 covering the Contributions of the Participants in the amount ofUSD 9CH),000JOOO,OO (United States Dollars Nine Hundred J\1il1ion) plus the related mark~up; in the Farro provided in Appendix-TV hereto.

(b) A Legal Opillion issued by the authorized Legal Counsel of the Recipient stati:ng that the provisions of this Agreernent as \veil as the Gttarantee constitute enforceable binding obligations upon the Recipient substantially in the :form provided i:n A_ppendix·· V hereto.

(c) A Letter issued by the Ministry of Finance of the Islamic :Republic ofPaldstan to ITFC, con tinning that the concerned departtnent or unit cbargecl with servicing external debi has been instructed to make payrnent of the Sale Price instalments on clue dates.

(d) The payrnent to ITFC of the half ofthe total amount of the Administrative Fee specified in Section 2.3 t:o this Agree:ment.

(e) Receipt of clocLtments certifying the narnes and true signatures of the officers authorized lo sign legal and disbursement documents.

(f) A Tentative Disbursement Schedule.

13.2 If this Agreement shall not have entered into effect within 45 (Forty.,Five) days from the date of signature first above mentioned, this Agreement and all obligations of the Parties thereunder shall terminate; unless ITFC after consideration ofthe reasons for the delay shall, subject to the consent of the Majority Participants~. establish a later date for the purposes of this Section.

No delay, forbearance or other indulgence on the part of JTFC in any whicb it rnay have the other shall constitute a waiver thereof.

of39

15.3

froro such caneellation,

rnay, in any oftbe cases:

of tbe Purchase Price or any thereof

Failure of the or the amount due to ITFC or to any other affiliated than this

(b) The :Recipient] or the Guarantor, shaH have failed to any ll"I"P?-'TriPTIT or th.e

(c) The Guarantee shall have, for any reason) ceased to be in full f<:>rce and effect as the

(d)

legal, valid and obligation of the Guarantor.

The Recipientl or the its indebtedness,

shall have declared a moratorium on the

Tn case of a Material Adverse Effect

In case of an Eveni of Detault

of

(g) ln case of a Market Disruption Event

(h) .Any action shall have been taken or shaD have been started f()r the;; up, dissolution or rec)rganJ.zattot

than for the purposes of an amalgamation or reconstruction vvhile solvent on terms approved by ITFC in \Vriting) or for the appointment of a trustee or similar officer of the Recipient or of any or all revenues a:nd assets of the

(i) An extraordinary situation shall have arisen which (i) shall make it! In the opinion of TTFC, improbable tbat the Operation can be ca;rried out by the or (ii) shall prevent the attaimnent of the purposes for whicll this Agree:rneni is entered into<

(j) A representation made by the Recipient, tbe PARCO, or the Guarantor, OJ' any statement furnished and intended to be relied upon by J'TFC in processing the Operation f:()r approval or f()r entering into trLis Agreement, shall have been incornplete or incorrect in any material respect

of the Purchase Price by rLFC shaLl continue to be suspended in whole or 1n as the case m.ay be~ until the event or events which gave rise to such suspension shall have ceased to exisi before the expiry of the time limit indicated in Section 15.3 or until ITFC shall have notified the Recipient that the undertalci:ng o:fTTFC to pay the Purchase Price has been restored: whichever is earlier, provided, however, that .in the case of any such notice of restoration3 the undertaking to pay the Purchase Price shall be restored only to the extent and subject to the conditions specified in such notice, and no such notice shall affect or impair any right, povver or remedy of rrFC in respect of any other or subsequent event described in this Section,

If (a) the undertaking to pay the Purchase Price shall have been suspended witb respect to any of the Approved Amount for a continuous period of 30 (Thirty) days or

(b) at any time ITFC determines, after consultation with the Recipient, that any part of the Approved Amount will not be required to finance the

15 of39

may That

notice. of the

JTFC disburse be considered cancelled upon deli Vt;':ry of such

that ITFC has to this

(a) The Recipient has power to enter inlo this and to perfotTn its obligations hereunder and all action required to authorize the execution of this and ihe perforJnance by the Recipient of its obligations hereunder has been duly taken;

(b) the obligations to be assumed by the Recipient in this Agreen1ent are legal and valid obligations binding on the Recipient in accordance with the terms;

the e;<ecution of this Agreement and the Redpient:s performance of its obligations hereunder do not constitute and will not result in any breach of any agreement; or

(d) all acls; conditions and (including eontrol consents) required by l:he la·ws of Pakistan to be done) have been fulf111ed and performed in order:

(i) to enable the Recipient lawfully to enter into and perform the obligations expressed to be assumed by it in this Agreement;

(Ji) to ensure that the obligations "'v,,,.,,,_,.,,,.,_,,f, to be assumed by it in this Agreement are legaL valid and enf()rceahle; and

(iii) to make this Agreement admissible in evidence in Pakistan w[thout fi.rrther steps or :f(m:nalities have been done, f11lfilled and performed in strict cornpliance \Vith the laws and Const[tution of Pakistan.

(e) no action or administrative proceeding of or before any comt or agency which mig.ht have a material adverse efiecl on the financial condition of the Recipient has been initiated or threatened;

(f) under the lmvs of Pakistan in force at the date of this Agreement~ the claims of ITFC against the Recipient under this Agreemenl \ViiJ nmk at least pari passu with the claims of all other similar secured creditors for any external indebtedness of the RecipienL

16.2 The PARCO represents and warrants to ITFC and acknmvledges that ITFC has agreed to this Agreernent in reliance on the following representations and warranties:

(a) the PARCO is duly established and val idly existing under the laws of Pakistan and has the coq)orate power and has obtained all required authorizations to own its conduct its business as presently conducted and to enter into, and comply with its obligations under, this Agreement and the Transaction to which it is a pmiy or 'Will, in the case of any Transaction document not executed as at the date of this Agreement~ \Vhen that Transaction document is executed, have the corporate pow·er to enter into~ and comply with its obligations under) that Transaction document

(b) each Transaction document to wh1ch the PARCO is a party has been~ or 'NiU be) duJy authorized and executed by the PARCO and constitutes, or will -vvhen executed constitute, a valid and legally binding obligation of the enforceable in accordance with its terms and the PARCO is not: nor v.;ill it a party to any other than the Transaction documents) and none of the Transaction docu:ments has

or \\'ill be, amended or rnocUfied as perrnitted under this

(c) neither the of any Transaction document l:o which the PARCO is a the compllance with its terms 'NiH con±1ict with or result in a breach of any ofthe conditions or o( or constitute 21 defmJit or any consent any

Page l6ofJ9

all authorizat:io ns than authorizations that are of a routine nature and are obtained in

,-,,·rhn··;,•"u course of needed the

carry out the Transactions and execute~ oncl this and each of the other Transaction documents to which it is a

and

( ii) except for that can reasonably be to be obtained on commercially reasonable terms at the time required, the Transaction documents contain all rights that are neGessary f()r the conduct of the obligations oftbe PARCO as under this

(e) for amendments reflecting capital the PARCO''s constitutive documents have not been amended since 31/12/20 lAG,

(f) neither the PARCO nor any ofits property any right of immunity from suit or execution with to its assets or its obligations under any Transaction doeurnent.

since 31/l the PARCO:

(1) has not suffered any change that has a material adverse effect or incurred any substantial loss en liability that is continuing; and

(ii) has not undertaken or agreed to undertake any substantial obligation that will affect the PARCO~ s ability to perform its obligations under this agreerner11.

(h) the tl.nancial statements of the PARCO for the period ending on 31/12/2014G:

(i) have been prepared in accordance with the aceounting standards, and a true and fair view of the financial eondition of the PARCO as of the date as of which they were prepared and the results of the RecipienCs operations during the period then ended; and

(ii) disclose all liabilities (contingent or otherwise) of the PARCO or and the reserves, if any, for such liabilities and all unrealized or anticipated liabilities and losses arising from commitments entered into by the Recipient (whether or not such commitments have been disclosed in such financial statements).

(i) the PARCO has good title to all of the assets purported to be mNned by it, in all cases free and clear of all liens that will affect the PARCO's ability to perf()nlJ its obligations under this Agreement, other than permitted liens and no contracts or arrangements, conditional or unconditional, exist for the creation by the PARCO of any lien;

(j) all tax returns and repmis of the PARCO required by law to be filed have been duly flled and all taxes, obligations~ fees and other governmental charges upon the or its properl:iesj or its income or assets, which are due and payable or to be withheld:. have been paid or withheld~ other than those presently payable vvithout penalty.

(k) the PARCO is not engaged in, to the best of its knowledge, after due inquiry, nor threatened by5 any litigation! arbitration or administrative proceedings, the outcome of which could reasonably be expected to have a material adverse effect

(J) no judgment or order has been issued which has or may reasonably be 'VI'-"J""''"""'' to have a material adverse effect

(m) to the best of its knowledge and belief after due inquiry, the PARCO is not in yjo[ation of any statute or regulation of any authority,

17 of39

to the best after due or of the PARCO ur any

none ofthe and warranties in this Section ornlts any m::rtter the omission of 'Nhicb makes any of such and warranties untrue or in any cnaterlal

(p) the .PARCO shall not engage: througb any person acting on its m any Sa.ncti.onable Prac:!ices In comJection 'With its business and including the procurement or the execution of any contract relating to this Agreement.

16.3 The and PARCO represent lhat have not relied on any representation made by IT:FC as to the Sbaris compliance of the Operation contemplated by this Agreement and have independently rn.ade their crwn assessment as to such Sharia compllance.

16,'1 Each representation ;mel is cleerned to be by the and Pl\RCO on the date of eacb Disbursement It is deemed to be made by reference to !he circumstances existing at the time of the represental:lon or ·warranty.

16":5 The Recipient further represents that nece:ssary arrangements have been made with the State Bank of Pakistan to remit currency and the State Bs:n.k of Pakistan has been instructed to make IV.Hin'l,_.,,, 0 r the Sale Price installments on due dates,

7

17.1 If any of the events in this Section (Events of Def2mlt) shaH have happened and be continuing, fTl~·c rnay!· by :notice to tbe Recipient and the Guarantor) declare all the outstanding Sak Price(s) due> and the same shall irnrnedia.l:ely he) due and payable (anything in this Agreement notwithstanding) without any further notice:

(a) any default by the Recipient) or as the case may be by the Ciuarantor~. shall have occurred in the payment of any amount due hereunder? or othervvise; to !TFC and the Participants~ any of its affiliates: or any of the Participants, and such defaull shall have continued for a period of 5 (Five) days.

(b) any default other than the default specitled i:n (a) above shall have occurred in the performance of any obligation of the Recipient~ or the Guarantor7 and any such default shall have continued for a period of 10 (Ten) clays,

(c) any representation or warranty confirmed or made by the Recipient) or the Guarantor! in connection with the execution and delivery of this Agreement, the Guarantee~ any document provided hereunder or thereunder or in connection with any request for Disbursement hereunder) shall be Joundto have been incorrect in any materia[ respect and shall continue to be incorrect for a period of 15 (Fifteen) days after notice thereof shall have been given by ITFC to the Recipient and/or Guarantor.

(d) the Guarantor shall have convened a meeting! or shall have taken any action, f()r the purpose of making any arrangement or composition with its creditors.

the Guarantor shall have ceased temporarily or permanently~ or shall have threatened to cease) for any reason whatsoever, to carry on their business or any substantial part thereof

(i) the Recipientj or the Guarantor; shall have created or permitted to subsist any encumbrances in of its external indebtedness without the conseni of ITFC,

(g) the ""''''"''"~.,. or the shall have declared a moratorium upon its indebtedness in its payment obligations to any third

the or the Guarantor, shall have become unable to pay its debts as they fall or if any indebtedness of the oc is declared to be due a.nd

J 8 of 39

(i)

distress or execution been levied or enforced upon or issued out any ofthe chattels or '"''·~-,,,, ... 1-" Guarantor and such distress or execution shall not have been

or an order shall have been made or an effective reso !uti on takerJ for the Guarantor9 s up, or

or any other event shall have occurred which under any applicable law vvould have an effect analogous to any of those events mentioned in this paragraph;

any provision of th:i.s or the becomes invalid or unenforceable.

any event or circurnstance shall have occurred, which ITFC believes might have a maJerial adverse effect on the ability of the or the to or comply with its obligations hereunder or under the Guarantee.

iftbe ceases to he member in good •0"'-'·"'-'''J..!.f'-, or becomes ineligible to use the resources of the International Fund.

( 1) at any time, during the life of this Agreement, ITI:;'C determines that any person or entity has engaged in Sanction able Practices, without the Recipient ha·ving taken and appropriate action satis:f~tctory to ITFC to the situation or to address such practices when they occur,

17 2 If any Eveni of Default or any event) which with of time or notice and lapse of would become an Event of Default shall have happened~ the shall immediately ITFC notice thereof by telex or facsimile) specifYing the nature of such Event of Default and any steps the Recipient is taking to remedy the same,

17.3 No course of dealing) and no delay in exercising, or omission to exercise, any right, power or remedy accruing to ITFC and the Participants upon any Defiml.t hereunder or any other agreement shall impair any such right) power or remedy or be construed to be a waiver thereof or an acquiescence therein; nor shall the action of TTFC in respect of any such Default, or any acquiescence by it therein) affect or impair any right, po·wer or remedy of ITFC and tbe Participants in respect of any other default

JNDEIVINITY

18. l The Recipient hereby undertakes to indemnify ITFC and the Pmticipants (each of them hereinafter referred to as "Indemnitee")) on a flJ11 and grossed .. up basis against, and agrees to

save and keep harmlessj the Indemnitee from any1 and all obligations: feesj liabilities, losses, darnages, penalties) dermmds, actions, judgments and expenses) including reasonable legal fees a:nd expenses (including such legal fees and expenses incurred in connection vvith tbe enforcement of this Agreement), of every kind and nature vvhatsoever imposed onl incuned by, or asserted against an I:ndernnitee arising out of:

(a) ovvnership, possession) use; documentation: removal, returnl or other applications or dispositions of the Goods) including such as may arise from:

(i) any loss or damage to any property or death or injury to any person;

(ii) defects in the Goods which could have been discovered by a reasonab]e inspection;

(iv)

any claims based on strict liability in tort or otherwise;

any claims based on liability or environmental approvals;

under the applicable environmental laws

9 of39

any daim title to and

any claim or to any Purchase Contmct concluded the '""'"'Lf--''"'""""'" on behalf of ITFC hereunder or any of Cred.il established

to this

(b) rhe occurrence of any default or any other failure on the to perform

(c)

or comply \vith any tenn of this or any document; or contract entered into in relation hereto or otherwise in relation to the Goods, but excluding any claim based upon any f:s.ilure on the part: of ITFC to cornply with its obligations under tbls or atl_,V document~ agreernent or contraet entered into by ITFC in rel;:rtion hereto or otherwise in relation to the

the of any payment fi·om the Recipient otherwise than on a due date thereof; or

(d) any encumbrances, security interests, and liens or iegai processes ITFC' s title to or interests in the Goods.

18.2 The Recipient shall give ITFC prompt notice of any occurrence or condition known to the Recipient as a consequence of which an Indemnitee is or is reasonably likely to be entitled to indemnification. The indemnification provided in Section 18.1 above shall spedfically apply to <tncl include claims or actions brought by or on behalf of any third party against ITFC and the and the Recipient hereby expressly waives; as against the Indemnitee; any immunity to which the Recipient: nright otherwise be entitled under any applicable la\:VS. The Recipient shall promptly upon request by the Indemnitee (but in any event within 15 (Fifteen) days of such request) rein-tburse the Inden'mitee for arn.ounts expended by it in connection ·with any of the f()regoing or pay such amounts directly. The Recipient shall be subrogated lo the Indemnitee~s rights in any tnatter with respect to which the Recipient has actually reimbursed the lnde:mnitee for amounJs expended by it or has actuaJ1y paid such amounts directly pursuant to Section 18. J or this Section 18.2. In case any action or proceeding is brought against an Indemnitee in connection Yvith any indemnified claim, the Indemnitee will, after receipt of notice of the commencement of such action or proceeding, notifY the Recipient thereof~

enclosing a copy o:f all papers served npon the Indernnitee. The Recipient mayj and upon the Indemnitee's request, will resist and defend such action or proceeding at the Recipient's expense~ or cause the same to be resisted or defended by counsel selected by the Recipient and reasonably satisfactory to the Indemnitee. In the event of any failure by the Recipient to do so> the Recipient shall pay all costs and expenses (including reasonable attorne;/s fees and expenses) incurred by the Indemnitee in connection with such action or proceeding.

l. 8.3 The provisions of Sections 18.1 and ] 8.2 shall apply to the use of the Goods from the date of tbe execution of this Agreement; and this Section 18.3 shall survive the expiry or earlier termination of this Agreement and all documents; agreements and contracts entered into in relation hereto or othervvise in relation to the Goods and are expressly made for the benefit of, and are enforceable by the Indemnitee.

l 8.4 If any sum due from the Recipient under this Agreement or any award~ order or judgment given or made in relation hereto has to be converted from the currency (the "first currency") in vvhich the same is payable under this Agreement or under such award~ order or judgment into another currency (the "second currency") for the purpose:

(a) making or filing a claim or proof against the Recipient;

(b) obtaining an a\vard, order or judgment in any courl or tribunal or

(c) enforcing any award9 order or judgment given or made in relation to this .Agreement;

The Recipient shall indemnify m1d hold harmless the Indemnitee fi'om and against any loss suffered as a t'esult of any difference between:

(i) the rate used for such purpose to convert the sum .in nu~~sr1on from the first currency into the second currency; and

Page 20 of 39

includes any l"\i""-'•Ynlll1·n

·nn.~f'f·v;,""" of the tlrst currency with the

,JU . .Uj::,I..LCJ\H-"-' under this Section shall be rnade on dernancL

19 J This shall be and construed in accordance witb lsl arnic S haria sei out in Sharia5 s ·Standards published by the Accounting and for Islarnic Financial In:;titutions and as by the Islamic Fiqh of lslarnic Cooperation or Islamic Development Bank Group Sharia Committee).

19.2 eli spute between the Parties to this any such against the other arising under the which is not reso]ved of the Parties within 30 ('T'hirty) days from the date of notice by one Party to the other shall be decided by an arbitration pane] in accordance '1vith the rules and Is larnic Centre for Reconciliation and Arbitration in DubaL, UAE.

19J The: provisions f()r arbitration set forth in Section .. 19.2 shall be in lieu any other for the detenninati on of between the Parties to this /Vt'C,,..,," ,,.,,,. or an,v claim by such

against the other Patty thereunder.

19,4 If within 30 (Thirty) days after of the award shall have been delivered to the Parties, the award is not complied any may enter judgment upon~ or institute a proceeding to enforce the award, in any court of co.mpetent jurisdiction against the other may enforce such judgment by execution or may pursue any other appropriate remedy against the other Parly for the enf:(m:.ement of the award or the provisions of this

] 9.5 Service of any notice or process in connection with any under Section~l9.2 or in connection ·with any proceedings to enforce any av-mrd rendered pursuant to Section··l9.2 may be made in the marmer provided in Section·-20 to this Agreement The Parties to this Agreement \vaive a;ny and all other requirements t(w the service of any such notice or process.

19.6 To the extent that the Recipient may in any jurisdiction claim for itself 01' its assets immunity from suit, execution, attachment (whether in aid or execution~ before award or judgment or otherwise) or other legal process or to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), the Recipient hereby irrevocably not to claim and hereby irrevocably waives such immunity.

19,7 The Recipien! as well as the Guarantor agrees that any arbitration award rendered pursuant to this Agreement against it may be executed against its funds (assets) in any jurisdiction, The Recipient as weLl as the Guarantor hereby irrevocably ·waives any objection it may have to any Stlit, action or proceeding arising out of or relating to the enf()rcernent of an arbitration award under this Agreement; whether brought in any jurisdiction in v-thich it has funds (assets); and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any jurisdiction has been brought in any inconvenient forunL

20,1 notice or request required to be given or made u.nder this Agreement to either party shall be in writing, Such notice or request shall be deemed to have been duly given or made when it shall be delivered by hand; mail, cable,. fax or authenticated SWIFT message to the address to which it is or permitted to be given or made to such at its address

21 of 39

Section 20.2 hereof or at such other addressee shall have

20.2

notice: to the

For purposes of Section 20. J

Jeddah-21534 of Saudi Arabia

Telex: 60 J 3 7 ISDB SJ Tel: ·<·966 12 636 1400 Fax: +966 12 637 1064

Email: .~tl0@i~gJ2:.QJg

of Economic Affairs and Statistics (Economics .Affairs Division) of Economic Affajrs and Statistics

Pak-Secreta:riai.J Block C, :Room 435 Pakistan

Heaclq u arlersj P.O. Bo.x I Km·achi-75190, Pakistan Tel; +92 21 35090100-25 Fax: +92 21 3 5090625

Each of the Parties will at all times during the continuance of this Agreement and thereafter confidential the terms and conditions of this Agreement and inf(jrmation acquired for approval purposes and in consequence of this Agreement except fm information which either of tb.ern may be bound to disclose under compulsion oflaw" rules a:nd procedure; to the[r professional advisers where reasonably ne(~essary for the- performance of thelr professional or to counterpcnties where necessary for approval purpose or carr:ying into effect ofthe purposes ofl:his Agreement) provided that thjs obligation l:o rnaintain confidentiality shall not apply in relation to any information once thai information has entered the public domain othervvise than in breacb of this Agreement. All third parties to wbmn confidential information is disclosed as permitted by this Section shall be informed of the confidential nature of the infonnation so disclosed and be obliged to keep such information confidentiaL

:22J The headings in this Agreement are for convenience. only and are not intended,, and shall not be construed, to alter) limit, or enlarge in any way the scope or meaning of the language contained in this Agreement.

22.2 The Recitals and the Appendices form an integral pa:~ of this Agreement

22.3 The person signing this Agreement on behalf of each Party hereby represents and vvarrants to the other Party that he or she has the requisite legal power and authority to execute th1s Agreement on behalf of the Patty and bind the Party to the obligations herein.

22.4 This Agreement binds and benei1ts the respective successors and assignees of the Pmiies~ provided that neither of them tnay assign this Agreement in V1/hole or in part without the prior written consent of the other.

22.5 This Agreement may be executed in several counterparts, each of vvhicb is an original; bui al1 of which constitute the same

22,6 The date of this Prem11ble hereto.

OF

be that in the

22of39

lN has signed this JVlurabaha Agreement to

Financing Operation NoJTFC/ l436HJTF2/PAK/0008 for the Purchase of Crude Oil and Relined .Petroleum Products in an amount not USD9009000,000/~ on date first written above.

FOR AND ON BEHALF OF

Name:

Title:

Page 23 of39

IN \VITNESS !:he Government of the Islamic Republic of Pakistan through its duly authorized representative has signed this lvlurabaha Agreement relati:ng to Syndicated t0.urabaha Financing Operation NoJTFC/1436H/TF2/PAJ\J0008 for the Purchase of Cru.de Oil and Refined Petroleurn Products in an amount not exceeding USD900,000,000/- on date first written above.

FORAND ON BEHALF OF ISLAMIC OF PAKISTAN

BY THE IVIINISTR~{ ECONOMIC A AND

j\:fame:

'T'!tle:

24 of39

PAK~ARAB Limited its authorized representative has signed this J\tfurabaha relating to Murabal1a Openrtion No.JTFC/1436H/TF2/PAK/0008 for the Purchase of Crude Oil and Refined Petroleum Products in an amount not exceeding USD900,000,000/- on date first written above.

FOR AND ON BEHALF OF

Name:

Title:

Page 25 of 39

01

02

03

ISLAIVHC BANK P 0 Box# 55335~ JEDDAH 2.1534! SAUDI Tel. (+966-12) 646 8419 I 84 I 8 Fax 637 10 64 NATION.AL COI\-IMERClAL BANK Finandal 'Institutions Department Corporate Ban king Group P, 0. Box# 3555, Jeddab 2Jt181, Saudi Arabia Tel: +966 12 610 7083 Fax.+ 146 BARWABANK Head Office 1st Floorl Grand Hamad Street P.O.Box· 27778) Doha- Qatar Tel. +974-444-88-235 Fax.

SAUDI 224,0

189.0

+--------------------------------····------····-···-------------1--····-··--------- --------------JSLA MJC DEVELOPMENT Islamic Solidarity Fund for Department (TS FD)

155.0 C/o Treasury Department

04 P 0 Box If 5925, JEDDAH 21532, SAUDI ARABJi\

SAUDI

Telephone# (00-966-2) 646 74 51

Fax# (00-966-2) 636 75 54 _ --------· .. ---·-·------··------------------~-1 DUBAI ISLAMIC BANK

Head Office, Deira l Next to the Deira City Center UNITED !

1 05 Opp. DNATA Building, near Clock Tower, 7th Floor ARAB j 43.0 i ,. P. 0. Box # 1080, DUBAI: UNITED ARAB EMIRATES EMIRATES I I Telephone# (00-971-4) 207-5730 1

L_ _____ .. Fax !_(09.::2.21-4) 211-2387 I 249-0433 ______________ ------------f·--···-----ISLAMIC BANK. 1

OA P.O. BOX: 559; Doha, Qatar l 30

.0

t. Tel. +974- 4440 94 08 I 9586 I Fax +974 4435 44 83 I I OPEC FUND FOR INTERNATIONAL DEVELOPMENT -----------~------Parkring 8 --- P 0 Box # 995 ,.

07 A-1010 VIENNA, AUSTRIA AUSTRIA I 26.0 Telephone# (00-43-l) 515 64-239

________ Fa~JL (00-43-1) 513 92 3 8 --------------------·---------------------- ----·---------~--------El\1IRATES ISLAIVHC BANK 1

2nd Floor~ Executive Building no ·1 6 ,. UNITED l 08 Dubai Healthcare City, P.O.Box 6564-, Dubai, UAE ARAB 21.5

1 Tel: +971 4 383 4994/4152179 EMIRATES

/ ~~ii~¥;s3 ~~~90 -----------------------------· ------------·--l··--------(EMIRAT&.,~)' NATIONAL BANK OF DU B.Afl Head Office, Next to SHERATON CREEK

09 Baniyas Road, Deira, P 0 Box# 777 DUBAI, UNITED ARAB EMIRATES Telephone# (00-971-4) 201 2683

UNITED ARAB

EIVHRATES 21.5

Fax# (00-9?1~4) 234 1979 ~---·------~------------t--------------t-··------1

AJMAN PJSC P.O. Box: 7770!. Ajman, UAE Tel: +971-6-7018583

21.5

Fax: +971-6~ 7311662

Page 26 of39

15

Off:..shore Banking Unit 51 MANAMA CENTER) Government Avenue P" 0. Box# 775, Manama, Bahrain T. +973-"17-224 191 F. +973~ 17··224 4 11

Pension Fund

SAUDl ARABIA

lLS.A

8.5

8.5

8.5

8.5

7.0

7.0

6,0

Page 27 of39

P.O. Box 926225!> .Amman 26 Hashemite Kingdom of Jordan

Tel +962 6 5677377 Fax: +962 6

4351

P.O.Box 126575, Jeddah 21352 28 J(ingclom of Saudi Arabia

T : 966-9200-234-23 Ext. 146 F : 966~ 12-606~8 78 7

SAUlll 0.5

900.00

28 of39

Finance

Jeddah·-21534 of Saudi Arabia

OFFER

[insert Name of the Counterparty] {the in with the lVrurabaha (the concluded us with International Islamic Trade Finance ~'"y,,,.,.,,,-,,,, on [inse1i the in accordance with Section·-7 of the offer to buy the Goods of which we have taken on behalf of TTFC on the terms and conditions provided for in Section·· 7.2 to Section~22 of the 1-\greernent:

(i) and (ii) [\lame and address (iii) L/C No. (jfany): 0 v) of origin;

Date: Purchase Price:

(vii) Sale Price: ( Due Date of Sale Price:

FOR [inse11: the Name of the Reciplent] [Signature] [Insert Name of the Signatory] [Insert Title of the Signatory]

**********

Page 29 of39

ACCEPTANCE

The Intern.ational Islamic. Trade Fin311ce Corporation in response to [inse1i Name of the Counlerparty] (the Redpient)'s Offer cormnunkated through your telex/fax number [insert re:fno. and date]; accepts the offer and hereby sel1s to the Recipient: on the terms and conditions provided for in Section-7 ,2 to Section~22 of the 11urabaha Agreement concluded between ITFC and the

~'"''"""'"Ton the Date] the follov;ing Goods ofwhich the has taken delivery on behalf of ITFC:

(i) and general description: (ii) Name and address of Supplier: (iii) L/C No, (if (iv) o:f origin; (v) Delivery Date: (vi) Purchase Price;

Sale Price: (viii) Due Date of Sale Price:

For International .ls1amic Trade Financ;e Corporation [Signature] [Jnsert 1''hnn.e of the ·-~-'.-~.uv"~" [lnseii Title of the Signatory]

30of39

lS

of the Ciovermnent of the Islamic of Pakistan in favor of the International Islan.dc Trade Finance

as the l\!Iudarib of the USD900:000 3 000/~ of the Islamic of Pakistan

.A. Pursuant to the terms of a lVlurabaha dated :made between ITFC and the under which ITFC has agreed to purchase crude oil and Refined Petroleum Products (the for an amount of lJSD900,000,000l· (1Jnited States Dollars Nine Hundred :Million) and to sell the same to the

B, It is a condition precedent to the effectiveness of the that the Guarantor irrevocably and unconditionally guarantees the pedcmnance the Recipient of its obligations tmcler the Agreement up to the amount of USD900,000,000/- States Dollars Nine Hundred

l)

2)

l\lfillion) the Contributions of the Participants plus the related :Mark~up.

In this Guarantee: (a) unless otherwise def1ned herein and unless the context otherwise

defined in the Agreement shall have the same meaning

(b) the Section headings are for ease of reference only, and;

the terms

(c) "External Indebtedness'! means indebtedness of the Guarantor) \Vhich is or rna:y be payable or repayable in a c:urrency other than the currency of Pakistan and/or to a person resident or whose principal place of business or registered office is situated outside Pakistan.

The Guarantor represents and warrants that:

(a) it has power to enter into this Guarantee and to perform its obHgations hereunder and thereunder and all actions required to authorize the execution of th_is Guarautee: and the performance by the Cruarantor of its obligations hereunder and thereunder has been duly taken;

(b) the Guarantor is not in breach of or default under a11y agreement to which it is a party or \vhich is binding on it or any of its assets to an extent or in a rnanner which might have a material adverse effect on its financial condition;

(c) no action or administrative proceeding of or before any court or agency, which might have a material adverse effect on the financial condition of the Guarantor currently exists3 bas been staTted or threatened;

(d) no encumbrance given in respect of External I.ndebtedness exists over all or any of the present or future revenues or assets ofthe Guarantor;

Page31 of39

3)

the execution of this Guar<:mtee and the ()-uarmltor1s hereunder and thereunder ( ) constitute V>JL.<E,'·"·'-V.Ul•.• and w.ill not result in the existence of o:r

of its <J L'.Lli:-<U.LJ.\,JHJ

and enfi:rrceab1e the Guarantor to create

any en_curnbrance over any of its or future revenues or assets;

(f) the execution of this Guarantee and the Guararrtor1s of its obligations hereunder do not constitute and will not result in any breach of any "'r"''"'"'-'Y-'"""1

-

or la\v;

\mder the [aws of Pakistan in force at the date hereot~ the Guarantor vvi1l not be to make any deduction or withholding ti·om any payment it may make hereunder;

(h) nnder the laws of Pakistan in force at the date hereof; the claims of ITFC the Guarantor under this Gu.aTantee ·will rank all east pari passu \Vlth the claims of all other sirnjlar sec11red creditors tor any External Indebtedness o:fthe

(i) all acts, conditions and things (including exchange control consents) required by the laws and Constitution of Pakistan to be done, :fuH111ecl and performed in order (i) to enable the Gumantor lav\rfitlly to enter into and perform the obligations io be assumed by it Lrt this Guarantee> (ii) to ensure that the obligations to be assumed by it in this Guanmtee are legal, valid and enforceable and (iii) to make this Guarantee adrnissible in evidence in Pakists.n without :futiher steps or formalities have been ful ftlled and performed in strict witb the lmvs and Constitution of Pakistan:,

(j) the obligations to be assumed by the Guarantor i.n this Guarantee constitute legal, binding and enforceable obligations binding on the Cl-uara.ntor in accordance with the terms hereof;

(lc) I he execution of Lhis G-uarantee constitutes, and the Guarantor;s performance of its obligations hereunder wiH constitute cormnercial acts done and performed for private and commercial purposes;

(1) the Guaxantor is not· entitled to claim. privilege or immunity fi·om attachment or other legal process in Pakistan;

execution~

(m) in any proceeding taken in Pakistan for the enfclt·cerne.nt of this Guarantee the dloice of English La1N (suJ)ject to tbe Principles o:f TslatTiic Sharia) as the governing law of this Guarantee will be recognized and any judgrnent or award hereon \Vill be enforced under the laws of Pakistan;

The representations and warranties set 011t above are made on the date ofthis Guarantee and are deemed to be repeated by the Guarantor (with reference to the facts cmd circumstances then existing) on each day until ITF'C certifies to the Guarantor that its obligations hereunder are discharged in fulL

(a) The Guarantor shall:

(i) promptly inform T'TFC of the occurrence of any event which is or may cause (with the passage of time, tlw giving of notice or both) default of the Guarantor1s obligations hereunder including anything constituting a misrepresentation under Section 2 a~bove and upon receipt of a written request to that effect fi'om ITFC! cont1rm to ITFC that save as previously notified to JTFC no such event has occurred; and

(i i) ensure that at all times the claims of fTFC against the Guarantor under this Guarantee rank at least pari passu with the claims of all other similar secured creditors for 'any External Indebtedness of the Guarantor.

32 of 39

consideration available the under the Transaction pursuant to the

(a) and/or its successors5 punctual become due fhnn the under or pursuant to the as and when the same shall become due and payable in accordance with the terms thereof and agrees that if and whenever the Recipient shall fail to pay any sud.t sum the Guarantor shall forth,NitrJ on written demand ITFC pay an amount equal to such surn to ITFC for account of the person or persons entitled thereto in the currency and in the manner

of the by the Agreement.

(b) This Guarantee shall be a primaty obligation in of sums due from the and accordingly no person for whose benefit this Guarantee is before this Guarantee to make any demand of or take any ''"·n .... : ... :.,;

the Recipient m to enforce any other held by it in obligations of the Recipient under the Agreement

(c) The Guarantor hereby agrees that its obligations hereunder shan not be in any way discharged or impaired by any time or indulgence granted to the in relation to all or any of the obligations assumed by the in the or any variation of any provision thereof (whether or not the Guarantor shall be cognizant of the or by any other circumstance which would or might (but for this provision) constitute a lega] or equitable discharge or deft:mse of a guarantor.

(d) This Guarantee shall continue in JbJJ force and effect irrespective of the val.idity and enforceability of any provision of the Agreement and notwithstanding any change in the status ofthe Recipient until ail moneys at any time mved by the Recipient under the Agreement and by the Guarantor hereunder have been paid and shall be in addition to and not in substitution for or derogation of any other held by any person for whose bene:flt this Guarantee is gjven in respect of the obligations of the Recipient under the Agreernent

(e) The Guarantor agrees thai so long as any smns are or may be owed by the Recipient under the Agreement, any rights which the Guarantor may at any time have by reason of performance by the Guarantor of its obligations (i) to be indernni fied by the Recipient and/or (ii) to take the benefit (in whole or jn pmi) of any security taken pursuant to the Agreement by all or any of the persons for whose benefit this Guarantee is given or otherwise to be subrogated to its rights against the R_ecipient shall be exerc.ised by the Guarantor .in such rnanner and upon such terms as TTFC rnay require (and in the meantime shall not be exercised) and further agrees to hold any rnoneys at any time received by it as a result of the exercise of any such rights for and on behalf and to the order ofJTFC for application in or tmvards payment of any su:ms at any time mved by the Recipient under the Agreernent

(f) A certificate delivered by TTFC to the Guarantor certifying the amount due from the Recipient under the Agreement at the date of such certificate together with an extract tl·om the accounts maintained by ITFC under the Agreement of the amounts due from the Recipient, shall be prima facie evidence of the amount due :t1:om the Recipient thereunder.

(g) This Guarm1tee shall eonstitute a separate obligation of the Guarantor in respect of the moneys due and to becorne due to each Participant through ITFC by the Recipient under or pursua:nt to the Agreement and/or any related document

Page 33 of39

5)

rl·Jc·PI1·cn"tl·P betv;een and the Guarantor shall be conditional upon no or to on behalf of the or any other person avoided or reduced for any reason whatsoever and if any such or'"'".,"."''"''"' so avoided or rrFC shall be entitled to recover the value or amount of any such or payment fi·oro the Guarantor as if such settlement or r11C''''~'"' 1 '.-'"" had not occurred.

(i) 'Without prejudice to ITFCs rights against the Recipient as the principal obligor, the Guarantor shall as between ITFC on the one hand$ and the Guarantor on the other be deemed principal obligor in respect of its obligations hereunder and not Accordingly, the Guarantor shall not be discharged nor shall its liability be discharged or impaired by any act~ omission o:r means whatsoever whereby its liability would have been discharged if it had been merely a obi igor. This Guarantee shall :remain binding on the Guarantor notwithstanding that; aU or any ofthe obligations under the Agreement may not for any reason be valid and capable of enforcement

The Guarantor .hereby irrevocably agrees to indemnify and to keep ITFC indernni fiecl against all expenses~ which ITFC may incur in proceeding against the and/or the Guarantor, until such time as the Guarantor shall have discharged all its obligations hereunder.

(k) The Agreement shall be binding on the Guarantor as though the Guarantor ·were a to the Agreement.

(<l) The Guarantor hereby irrevocably and unconditionally agrees:

(b)

(c)

(i) to make available all US Dollar amounts needed by the Recipient to rnake any payment due to ITFC under the

( ii) that this undertaking shall become valid :from the date hereof and shall continue in full force and effect until all amounts ovved by the Recipient to ITFC under the Agreement shall have been paid in fllll in US Dollars,

If

(i)

(ii)

(i) the Guarantor is required by law to rnake any deduction or withholding :from any surn payable by the Guarantor to any person hereunder or,

(ii) any person or ITFC on its behalf is required by law to make any paymen( on account of tax (other than tax on its overall net incorne) or otherwise~ on or in relation to any amount received or receivable by such person here·under" then the sum payable by the Guarantor in respect of which such deduction~ witriholding or payrnent is required to be made shall be increased to the extent necessmy to ensure that after the making of such deduction, \Vithho[ding or payment, so.ch person receives and retains (hee t]·oirt any liability in respect of any such deduction: \Vithholding or payment) a net sum equal to the sum which it would have received and so retained had no such deduction: withholding o:r payment been made.

If at any time the Gmlrantor [s required by law to make any deduction or withholding from any sum payable by it hereunder (or if thereafter there is any change in the rates at which or the manner in -vvhicb such deductions or withholdings are calculated) the Guarantor shall promptly notify TTFC.

The Guarantor shall deliver to ITFC within 30 (Thi1iy) days after it has 1nade any payment from which it is required by law to make any deduction or withholding a receipt issued by the applicable tax or other authorities evidencing the deduction or withholding of all amounts required to be deducted or withheld fi·mn such payment

34 of39

obtaining an order or

Guarantee or any has

the same is in:to another

the

"Second

enforcing any award or or made in relation the Guarantor shaH indemnify and hold harm less ITFC from

and against any loss suffered as a result of any between:

( 1) the rate of exchange used for such purpose to conve1i the sum in question from the First into the Second and

(2) the rate or rates of at 'VVhich ITFC rnay in the ordinary course of business the First with the Second Currency upon of a sum paid to it in satisfaction, in whole or in part, of any such avvard 5

judgment, claim or proof,

(e) On each date on which an amount is due from the Guarantor hereunder the Guarantor shall make the same available to ITFC by payment in US Dollars to such account as may be designated by each such payment to be made in time for value the same dcty,

All payments made by the Guarantor hereunder shall be made fl'ee and clear of and without any deduction f(Jr or on account o:f (i) any set~off or counterclaim or (ii) any tax or otl1er matter.

(g) If at any time any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction; neither the legality, validity or enforceability of the remaining provisions hereof nor the legality; validity or enforceability of such provision under the lmv of any other jurisdiction shall in any way be affected or impaired thereby,

(h)

(i)

(i) Each communication to be made hereunder shall be made in otherwise stated; may be made by telex or telefax.

but, unless

(ii) Any communication or documeni to be made or delivered by one party to the other pursuant to this C:Tuarantee shall (unless that party has by fifteen days' written notice specif1ed another address) be made or delivered to that other pan)' at the address identified below or (as the case may be) in the Agreement and shall be deemed to have been .m.acle or delivered (in the case of any communication by telex or telefax) on the date of dispatch or (in the case of communication by .letter) ten days after being deposited in the post first class airmail postage prepaid in an envelope addressed to it at that Provided that any cornmunica:tion or document to be made or delivered by the Guarantor to or care of ITFC shal I be effective only ·when received by ITFC.

(iii) Each communication and document made or delivered by one patiy to the other pursuant to this Guarantee shall be in the English language,

(i) This Guarantee shall be binding upon a:nd inure to the benefit of eacb party hereto and its successors and assigns,

35 of39

U)

(k)

(I)

By Name: Designation: Signature:

transfer all or any of its benet1ts and

fTFC: may at any time to any one or more of the or otber institutions or persons all or ;:my part of its and benefits hereunder and in that event, tbe shall have the same -cb.e Cluarantor as it \·Vould have had if it had been a party hereto,

(iv) ITFC :may disclose to a potential assignee or to any person) \Vho may othenvise

(i)

enter into contractual relations vvith ITTC in relation to this such information about the Guarantor, as ITFC sball consider appropriate,

The Guarantor consents generally in of any legal action or proceedings arising out of or in connection with this Guarantee to the giving of any relief or the issue of any process [n connection with such action or proceedings including) vvithout limitation; the rnak:ing: enforceroent or execution against any property whatsoever (irrespective of its use or intended use) of any order? a'Nard or judgrnent which may be rnade or in such action or proceedings.

(ii) to the extent that the Guarantor may in. any jurisdiction claim for itself or its assets immunity from attachrnenl. (whether in. aid or before mvard or or otherwise) or other legal process or to the exten1 that in any such jurisdiction there nLay be attributed to itself or its assets such iromunity (whether or not clairned)~ the Guarantor hereby irrevocably agrees no1 to claim and irrevocably wajves such immunity,

This Guarantee shall be by and construed in accordance with English Lavv in so far as English Lmv is not contrary to the Principles of Islamic Sharia (as set out in Sharia Standards published by tl1e Accounting and Auditing Organization of Islamic Financial Institutions and as interpreted by the Islanilc Fiqb Academy of the Organization of Islamic Cooperation). Lf any provisions of English Law is applicable to this Guarantee is contrm·y to the Principles of lslamic Sharia, the Principles of Islarnic Sharia shall prevaiL

Any dispute relating to this Guarantee~ ·\vhich is not settled amicably within 30 (Thirty) days, shall be referred to arbitration, For this purpose) all provisions of Sections 1 J. 9J~ 19.4 and 19.6 oft he Agreement shall apply as if specifically incorporated herein.

***********

36 of 39

International Islamic Box:

Finance

Jeddah~2 534 Ki of Saudi Arabia

Jn my off:1ci al as Counsel to the Government of the Islamic of Pakistan (the

The

(ii) Guarantee the (:fuarantor in to the

(ijj) Such other documents as r have deerned necessary or appropriate as a basis for the opinions expressed herein,

The opinions herein are limited to questions arising under the laws ofPakistar1 and its political subdivisions and ] do not purpOii to express an opinion on any question arising under the laws of any other jurisdiction.

All terms defined in the Agreement and used but not defined herein have the meanings,_,_,,,,,~·''"""' to thern in the A.greernent

Subject to the foregoing, it is my opinion that:

'The Recipient and the Guarantor have the pm.ver and authority to own their property~ to co.nduc1 their business as currently conducted and to consummate the transactions contemplated in the Agreement and the Guarantee.

(b) 'Ihe Recipient and the Guarantor have taken all necessary actions, to authorize the execution and delivery of the Agreernent5 the (J-·uarantee, and al1 other docurnents to be executed and delivered by them in connection \Vith tbe Agreement and the Guarantee: the performance of their obligations under the and the Guarantee and the consumnJation of the transactions contemplated in the Agreement and the Guarantee,

(c) The Agreement has been duly executed and delivered by the Recipient and constitutes a legal, valid and binding obligation of the Recipient enforceable against the Recipient in accordance 'Nith its terms.

(d) The Guarantee has been duly executed and delivered by the Guarantor and constitutes legal3 valid and binding obliga:tions o:fthe Guarantor, enforceable against the Guarantor in accordance with the terms thereof irrespective of the legality, validity or enforceability of any provision of the Agreement

(e) AJI corporate and governmental authoriza:t:ions and actions of any kind necessary to authorize or required for the validity or enforceability of the obligations contemplated under the Agreement and the Guarantee against the Recipient and the Guarantor, respectively, have been obtained or performed and are valid and subsisting in full f()rce and effect

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The mi ted has tbe po~vver and ,,.,.,.,.,.n"

ccnJclucted and to consutTimate the transactions ,-.,-,,.,,.,",,.,.,., .. _.

PARCO has taken all necessary 1o authorize the execution and of the ''"'~",_.,.,.,,=,·n and all other documents to be executed and delivered by it in connection

the perfiJrmance of its obligations under the and the consummation of the transactions contemplated in the Agreement.

(h) No event has occurred., and is continuing, that constitutes~ or that with the of notice or the lapse of' tirne or berth, \iVOuld constitute a default under any agreement or instrurnent evidencing any obligation of tbe Recipient~, and no such even! \Vill occur upon the making of any disbursement under the Agreernent.

No event has occurred and is continuing that or that, with the giving of notice or the lapse of time or both, would constitutel a dd~tuit under any agreernent or instrurnent evidencing any obligation of the Guarantor, and no such event will occur upon the execution the Guarantor of the Guarantee.

(j) 1\fo consent approval of or notice to, any creditor of the .Recipient or the Guarantor~ ls required by the tenns of any agree.ment, or i:nstrument evidencing any obligations of the Recipient or tbe Guarantor: for the execution or delivery of; or the perf()]'mance of the obligations of the or the Guarantor under the Agreement and the Guarantee or the consummation ofthe transactions contemplated in the i\.greement and the Guarantee~ and that execution, delivery; perf()lTmmce and consw:nrnation ·will not result in any breach or violation of, or constitute a def~mlt under, the Constitution of the Islamic Republic of Pakistan or any agreement) instrument~ judgment or order known lo me: or any statute, rule; regulation or lc:nv, applicable to the Recipient or to any of its property.

(k) No further gnvernmental consents are required t{)r rernittance of the proceeds under the Guarantee"

(I) There are no actions or proceedings pending or, to my knowledge9 threatened~ the adverse determination of vvhich might have a materially adverse effect on the financial condition of the Recipient or the Guarantor or impair the ability of the Recipient or the Guar::mtor to perform their obligations under: or affect the validity or enforceability the Agreement and the Guarantee.

(m) The Recipient and the Guarantor have good title to their property free and clear of alI liens and other encumbrances, and its obligations under the Agreement and the Guarantee rank at least pari passu with al1 their other similar secured creditors for any external indebtedness,

(n) The execution and delivery of the Agreement and the Guarantee are not subject to any tax, duty, fee or other charge? including5 without limitation, c:my registration or transfer tax: stamp duty or similar levy, imposed by or Viithin Pakistan or any political subdivision or taxing authority thereof or therein.

(o) Neither the Recipient) nor the Guarantor~ nor tbeir prope1iy have any right of imnnmity on grounds of sovereignty or otherwise from jurisdiction9 attaehment (before or after judgment) or execution in respect of any action or proceeding relating in any way to the Agreement and the Guarantee that may be brought in the courts of:Pakistan.

(p) The execution and deli very of the Agreement and the Guarantee by the Recipient a~nd the G-uarantor, respectively, and perforrnance of their obligations thereunder constitute commercial transactions.

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the Guarantee

U is not necessary to ensure the in evidence of the or the in 1:he courts of ~-'"' 1 ""' 1·r,-,-,

l11ed, or em·olled with any court or n-n,:rt=>I:'~"'YI

Pakistan or stamped with any stamp or similar transaction tmc

(t) It is not necessm·y9 under the .laws and Constitution of Pakistan in order to enable ITFC to enforce its rights under the Agreernent and the Guarantee or by reason of the execution of the Agreement and the Guarantee or the pe:rfrJrmance by ITFC o:f its obligations thereunder that fTFC should be licensed, qualified or entitled to carry on business in Pakistan.

(u) TTFC will not be deemed to be resident, domiciled, to carry on business or subject to taxation in Pakistan by reason only of the execution, performance and/or enforcement of the Agreement or the Guarantee, the purchase of the Goods by ITFC and the saJe thereof to the Recipient pursuant to the Agreement, and no withholding taxes \Vill be imposed on any amounts otherwise receivable by ITFC under the Agreement

(v) .Any a·ward given, or any decision made by an Arbitration Tribunal with respect to the AgTeement or the Guarantee shall be enforceable in Pakistan.

This opinion may be relied upon by ITFC and each Participant; its successors and assigns.

Very truly yours, [Namej Titlej Signature]

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