Standby Letter of Credit - TCI News Now

2-HSBC Bank plcTRADE SERVICESLONDON TRADE SERVICES CENTREEVEL 3, 62-76 PARK STREEThlDATE OF ISSUE:93AN2008original for BeneficiaryDCSLDI719088......................................................................BENEFICIARY: I APPLICANT :FIRSTCARIBBEAN INTERNATIONAL BANK IHSBC INFRASTRUCTURE FUND(BRHAMAS) LIMITED I-GEMENT LIMITED(AS “SECURITY TRUSTEE”) (BELOW I (SEE BELOW FOR FULL DETAILS)REFERRED TO AS ‘YOU’ AND ‘YOUR’)......................................................................IADVISING BANK: IAMOUN“: USD 27,500,000.00HSBC BANK PLCITRADE SVCS CIB TEAM LONDONIUSD TWENTY SEVEN MILLION FIVELONDON TRADE SVC CENTRE CIB TEAM IHUNDRED THOUSAND.00 ONLYLEVEL 3 62-76 PARK STREETILONDON SE1 9RN UKIO CU.rzv ce €C BTUTO: FIRSTCARIBBEAN INTERNATIONAL BANK (BAHAMAS) LIMITED(AS “SECURITY TRUSTEE”)PROVIDENCIALES BRANCH,PO BOX 236LEEWARD HIGHWAY,PROVIDENCIALESTURKS AND CAICOS ISLANDS,BRITISH VIRGIN ISLANDS..................... TO BE CONTINUED ON PAGE 2 .....................Advising Bank’s notification31 k Place, date. name and signature of the Advising Bank

R OF CREDIT SRAPH 1 ABOVE.

,& PlC/S i L BE DEEMED TO BE TRUE AND SHALL BE AtCEPTECLUSIVE EVIDENCE THAT THE AMOUNT CLAIMED IN THE\'Place. date, name and signature of the Advising Bank.

*,Sic Bank plcOd@ual for Beneficiary09JAN200 8 i FIRSTCARIBBEAN INTERNATIONAL FMKI (BAHAMAS) LIMITEDI (AS "SECURITY TRUSTEE") (BELOW!REFERRED TO AS 'YOU' AND 'YOURt)--------------------____________^_______------------------------------13. THIS STANDBY LETTER OF CREDIT IS GOVERNED BY ENGLISH LAW ANDWE HEREBY AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THEENGLISH COURTS.APPENDIX 1FORM OF DEMANDDATE: .............TO :HSBC BANK PLCLONDON TRADE SERVICE CENTRE,LEVEL 3, 62-76 PARK STREET,LONDON SE1 9RN (BELOW REFERRED TO AS "YOU")CC: INTERHEALTH CANADA INFRASTRUCTURE (TCI) LIMITED(AS ' ' BORROWER' ' )[ADDRESS ][ADDRESS]IRREVOCABLE STANDBY LETTER OF CREDIT NO. DCSLDI719088DATED 9 JANUARY 2008 (THE "STANDBY LETTER OF CREDIT")BENEFICIARY: FIRSTCARIBBEAN INTERNATIONAL BANK (BAHAMAS) LIMITED(THE "SECURITY TRUSTEE")WE REFER TO THE ABOVE STANDBY LETTER OF CREDIT SIGNED BY YOU.TERMS DEFINED OR USED IN THE STANDBY LETTER OF CREDIT SHALL HAVETHE SAME MEANING IN THIS DE- UNLESS OTHERWISE DEFINED HEREIN.THIS IS A DEMAND AS DEFINED IN THE STANDBY LETTER OF CREDIT.WE HEREBY:(A) CERTIFY THAT AN EVENT OF DEFAULT HAS OCCURRED UNDER THECREDIT AGREEMENT AND(B) DEMAND PAYMENT OF THE AMOUNT OF USD ...............PAYMENT SHOULD BE MADE TO THE FOLLOWING ACCOUNT:ACCOUNT NAME:ACCOUNT BANK:SORT CODE:ACCOUNT NO. :THIS DEMAND IS GOVERNED BY ENGLISH LAW.YOURS FAITHFULLY:or HSBC Bank plcAdvising Bank's notification.--iuthorised SignaturesPlace. date. name and signature of [he Advising Bank

- - __-/HSBC Bank plcOriginal for BeneficiaryW E SERVICESLONDON TRADE SERVICES CENTRE- . -';yTEVEL 3, 62-76 PARK STREETDATE OF ISSUE:09JAN2008 ,SHIPMENTLAT3ST :DOCUMENTS REQUIRED:------------------TO: FIRSTCARIBBEAN INTERNATIONAL BANK (BAHAMAS) LIMITED(AS "SECURITY TRUSTEE")PROVIDENCIALES BRANCH,PO BOX 236,LEEWARD HIGHWAY,AxLOVELLSATLANTIC HOUSEHOLBORN VIADUCTLONDON EC1A 2FGPROEDENCI~EZS,--+-TURKS AND CAICOS ISLANDS,BRITISH WEST INDIES..................... TO BE CONTINUED ON PAGE 2 .................. ..For hm& flc I Advising Bank's notification

MAY MAKE PARTIAL AND/OR MULTIPLE DEMNDS UNDER THIS STANDBYPlace, date, name and signature of the Advising Bad.n o m 3

43c Bank plcOrigiual for BeneficiaryATTACHED TO AND FORMING PART OF DC.NO. DCSLDI718660............................................ - ,-DATE OF ISSUE:IBENEFICIARY:09 JAN2 008 I FIRSTCARIBBEAN INTERNATIONAL BANKI (BAHAMAS) LIMITEDI (AS ' 'SECURITY TRUSTEE' ' ) (BELOWIREFERRED TO AS 'YOU' AND 'YOUR')......................................................................LETTER OF CREDIT.6. ANY PAYMENT TO BE MADE BY US UNDER.THIS STANDBY LETTER OFCREDIT SHAU BE MADE FOR SAME DAY VALUE IN US DOLLARS TO THEBANK ACCOUNT SPECIFIED IN THE DEMAND.ALL PAYMENTS BY US UNDER THIS STANDBY LEmR OF CREDIT WILLMADE FREE, CLEAR OF AND WITHOUT ANY DEDUCTION OR WITHHOLDINGFOR OR ON ACCOUNT OF ANY SET-OFF OR COUNTERCLAIM.) NO DEMAND MAY BE PRESENTED UNDER THIS STANDBY LETTER OFT AFTER 3.00 PM (LONDON TIME) ON 2 OCTOBER 2011 (AS THATDATE AND TIME MAY BE EXTENDED BETWEEN US AND THE APPLICANT (WITHWRITTEN NOTIa TO YOU)) (THE "EXPIRY DATE")(B) UPON RECEIPT OF WRITTEN NOTICE SIGNED BY YOUR AUTHORISEDOFFICER STATING THAT THE TOTAL UNDEMANDED AVAILABLE AMOUNT UNDERTHIS STANDBY LETTER OF CREDIT IS TO BE CANCELLED IMMEDIATELY, NOFURTHER DEMAND MAY BE PRESENTED UNDER THIS STANDBY LETTER OFCREDIT.9. THIS STANDBY LETTER OF CREDIT IS IRREVOCABLE AND CONSTITUTESA DEMAND OBLIGATION TO MAKE PAYMENTS AGAINST DELIVERY OF ADEMAND. IT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICESISP98 INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590(THE 'fISP98"), EXCEPT TO THE EXTENT, IF ANY, INCONSISTENT WITHTHE EXPRESS TERMS OF THIS STANDBY LETTER OF CREDIT.GOODS :-----PAGE-----^_____ADDITIONAL CONDITIONS:.....................10. THIS STANDBY LETTER OF CREDIT MAY BE TRANSFERRED IN ITSENTIRETY BY YOU FROM TIME TO TIME PROVIDED YOU GIVE US NOTICE INWRITING. WITH EFFECT FROM THE DATE OF THE TRANSFER, THETRANSFEREE SHALL AsSW ALL YOUR RIGHTS AND BENEFITS UNDER "HISSTANDBY LETTER OF CREDIT AND THIS STANDBY LETTER OF CREDIT SHALLBE CONSTRUED AS IF ALL REFERENCES TO YOU WERE REPLACED BYREFEREETCE TO THE TRANSFEREE.11. THIS STANDBY LETTER OF CREDIT IS AN INDEPENDEN" OBLIGATIONAND SHALL NOT IN ANY WAY BE AMENDED OR AMPLIFIED BY REFERENCE TOANY DOCUMENT, INSTRUMENT OR AGREEMENT REFERRED TO IN THISSTANDBY LETTER OF CREDIT TO WHICH THIS STANDBY LETTER OF CREDITRELATES.12. AS BETWEEN US AND THE BENEFICIARY THE FACTS STATED IN ANYDEMAND SHALL BE DEEMED TO BE TRUE AND SHALL BE ACCEPTED BY USAdvising Bank's notificationPlace. date. name and signature of the Advising Bank

TO AND FORMING PART OF-'YOU' AND 'STCARIBBEAN INTERNATIONALTHIS DEMAND IS GOvERNEb BY ENGLISH LAW.YOURS FAITHFULL