EX-10.9

**Exhibit 10.9 **

**CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE COMPANY CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL AND THE OMITTED INFORMATION IS NOT MATERIAL. **

**EXECUTION VERSION **

**AMENDMENT AND RESTATEMENT DEED **

**RELATING TO A RM13,000,000,000 MURABAHAH TERM **

**FACILITY (AND AN ACCORDION FACILITY) **

**MURABAHAH FACILITY AGREEMENT DATED 15 MAY 2025 **

dated 10 September 2026

between

**WG DATA HUB SDN. BHD. **

as Company

**DAYONE DATA CENTERS MALAYSIA I SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA II SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA III SDN. BHD. **

(together with the Company)

collectively as Original Customers and Original Guarantors

**MAYBANK INVESTMENT BANK BERHAD, **

**STANDARD CHARTERED BANK (SINGAPORE) LIMITED, **

**UNITED OVERSEAS BANK LIMITED, **

**UNITED OVERSEAS BANK (MALAYSIA) BHD, **

**OVERSEA-CHINESE BANKING CORPORATION LIMITED, **

**OCBC AL-AMIN BANK BERHAD, **

**CIMB INVESTMENT BANK BERHAD **

and

**CIMB BANK BERHAD, SINGAPORE BRANCH **

as Mandated Lead Arrangers, Joint Coordinators and Green Financing Coordinators

**THE ORIGINAL MURABAHAH FINANCIERS – UPSIZE MURABAHAH FACILITY **

listed in Schedule 3

**MAYBANK INVESTMENT BANK BERHAD **

as the Murabahah Facility Agent

Level 21, The Gardens South Tower

Mid Valley City, Lingkaran Syed Putra

59200 Kuala Lumpur, Malaysia

Telephone: + (60 3) 2298 7888

Facsimile: + (60 3) 2282 2669

(LCH/LTN/BCN#591722698)

**CONTENTS **

| | | | | | | | | :----------------------------------------------------------------------: | - | ----------------------------------------------------------- | : | :------: | -: | - | | | | | | | | | | Clause | | | | Page | | | | | | | | | | | | 1. | | Definitions and Interpretation | | | 3 | | | | | | | | | | | 2. | | Amendments to the terms of the Murabahah Facility Agreement | | | 4 | | | | | | | | | | | 3. | | Confirmations | | | 4 | | | | | | | | | | | 4. | | Representations and Warranties | | | 5 | | | | | | | | | | | 5. | | Expenses and Indemnity | | | 5 | | | | | | | | | | | 6. | | Miscellaneous | | | 5 | | | | | | | | | | | 7. | | Governing Law | | | 6 | | | | | | | | | | | 8. | | Enforcement | | | 6 | | | | | | | | | | | 9. | | Stamp Duty | | | 6 | | | | | | | | | | | Schedule 1 Amended and Restated Murabahah Facility Agreement | | | | | 7 | | | | | | | | | | | Schedule 2 The Original Parties | | | | | 8 | | | | | | | | | | | Schedule 3 The Original Murabahah Financiers – Upsize Murabahah Facility | | | | | 9 | | | | | | | | | | | Execution | | | | | 10 | |

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**AMENDMENT AND RESTATEMENT DEED **

This Deed is dated 10 September 2026 and made between:** **

**RECITALS **

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**IT IS AGREED **as follows:

Terms defined in the Murabahah Facility Agreement and/or the Common Terms Agreement shall, unless otherwise defined in this Deed, have the same meanings when used in this Deed and in addition:

“Amended and Restated Murabahah Facility Agreement” means the Murabahah Facility Agreement as amended and restated in the form set out in Schedule 1 (Amended and Restated Murabahah Facility Agreement).

“Amendment and Restatement Deed (CTA)” means the amendment and restatement deed to the Common Terms Agreement dated      and made between, amongst others, (1) the Original Customers, (2) the Mandated Lead Arrangers, (3) the Joint Coordinators, (4) the Green Financing Coordinators, (5) the Offshore Facility Agent, (6) the Murabahah Facility Agent, (7) the Security Agent and (8) the Common Terms Agent.

“Amendment and Restatement Deed (ICD)” means the amendment and restatement deed to the Intercreditor Deed dated      and made between, amongst others, (1) the Original Customers, (2) the Mandated Lead Arrangers, (3) the Joint Coordinators, (4) the Green Financing Coordinators, (5) the Offshore Facility Agent, (6) the Murabahah Facility Agent, (7) the Security Agent and (8) the Common Terms Agent.

“Effective Date” means the date on which the Amendment and Restatement Deed (CTA) becomes effective in accordance with the terms stipulated therein.

This Deed shall take effect as a deed even if it is signed under hand by any party hereto.

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The Original Customers and Original Guarantors confirm that:

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The Original Customers and the Original Guarantors repeat the Repeating Representations on the date of this Deed and on the Effective Date, in each case, as if the references therein to “this Agreement” were references to this Deed.

The representations and warranties set out in this Clause 4 are deemed to be made by the Original Customers and the Original Guarantors by reference to the facts and circumstances then existing on the date of this Deed and on the Effective Date (as the case may be).

The Company shall, within ten (10) Business Days (and in the case of legal fees, within thirty (30) Business Days) of demand, and whether or not the Effective Date has occurred, pay or reimburse to each of the Finance Parties for the amount of all costs and expenses (including legal fees) reasonably incurred by the Finance Parties (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with the preparation, negotiation and execution of this Deed and any other documents required in connection with this Deed.

The Original Customers and the Original Guarantors shall, whether or not the Effective Date has occurred, within ten (10) Business Days of demand, indemnify any Finance Party and any of their respective officers and employees against any cost, loss or liability incurred by any of them or by any of their respective officers, and employees as a result of any breach by any of the Original Customers or the Original Guarantors of the provisions of this Deed or the exercise or purported exercise of any of the rights and powers conferred on them by this Deed.

The Company shall pay all fees due from the Company in connection with this Deed in the amount and at the times agreed in a Fee Letter.

If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

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This Deed shall be construed as supplementing and forming part of the Murabahah Facility Agreement and shall be read accordingly.

The Murabahah Facility Agent and each of the Company and the DayOne Companies hereby designate this Deed as a Finance Document.

The Murabahah Facility Agent confirms that it is executing this Deed on its own behalf and as agent for the Finance Parties and that it has been duly directed and authorised to do so in accordance with Clause 23 (Amendments and Waivers) of the Murabahah Facility Agreement.

This Deed and any non-contractual obligations arising out of or in connection with this Deed are governed by and shall be construed in accordance with the laws of Malaysia.

The provisions of Clause 28 (Enforcement) of the Murabahah Facility Agreement shall be incorporated into this Deed as if set out in full in this Deed and as if references in those clauses to “this Agreement” are references to this Deed.

IT IS HEREBY AGREED AND DECLARED THAT:

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**SCHEDULE 1 **

**AMENDED AND RESTATED MURABAHAH FACILITY AGREEMENT **

Execution* Pages*

***SCHEDULE 1 ***

**WG DATA HUB SDN. BHD. **

as Company

**DAYONE DATA CENTERS MALAYSIA I SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA II SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA III SDN. BHD. **

(together with the Company)

as Original Customers and Original Guarantors

**MAYBANK INVESTMENT BANK BERHAD, **

**STANDARD CHARTERED BANK (SINGAPORE) LIMITED, **

**UNITED OVERSEAS BANK (MALAYSIA) BHD, **

**UNITED OVERSEAS BANK LIMITED, **

OVERSEA-CHINESE BANKING CORPORATION LIMITED, ** **

OCBC AL-AMIN BANK BERHAD,

CIMB INVESTMENT BANK BERHAD, and ** **

CIMB BANK BERHAD, SINGAPORE BRANCH

as Mandated Lead Arrangers, Joint Coordinators and Green Financing Coordinators

**THE FINANCIAL INSTITUTIONS **

listed in Schedule 1

as Original Murabahah Financiers

**THE FINANCIAL INSTITUTIONS **

listed in Schedule 1

as Original Hedge Counterparties

**MAYBANK INVESTMENT BANK BERHAD **

as Murabahah Facility Agent

**Up to RM13,000,000,000 Term Financing-i Facility and an Accordion Facility **

**MURABAHAH FACILITY AGREEMENT **

dated 15 May 2025 as amended and restated by an amendment and restatement deed dated 10 September 2026

Level 21, The Gardens South Tower

Mid Valley City, Lingkaran Syed Putra

59200 Kuala Lumpur, Malaysia

Telephone: + (60 3) 2298 7888 Facsimile: + (60 3) 2282 2669

(LCH/LTN/BCN#552375989)

**CONTENTS **

**THIS AGREEMENT **is dated 15 May 2025 and as amended and restated by an amendment and restatement deed dated 10 September 2026 and is made between:

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**WHEREAS: **

(collectively, the “Murabahah Facility”), upon the terms and subject to the conditions set out herein and in the Finance Documents.

**IT IS AGREED **as follows:

**SECTION 1 **

**INTERPRETATION **

In this Agreement, unless the context requires otherwise, terms defined in the Common Terms Agreement shall bear the same meanings when used herein and, in addition, the terms set out in this Clause 1.1 shall have the meanings described herein:

“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

“Accordion Facility” shall have the meaning given to it in the Common Terms Agreement.

“Accordion Facility Commitment” shall have the meaning given to it in the Common Terms Agreement.

“Accordion Facility Disbursement” means, as the context requires, a disbursement made or to be made under the Accordion Facility or the principal amount outstanding for the time being of that disbursement.

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“Accordion Increase” means in respect of an Accordion Increase Request, the amount of the increase in the Murabahah Facility Commitment as allocated by the Common Terms Agent, pursuant to an Accordion Increase Request received from a Customer, in accordance with Clause 2.3 (Increase Accordion Option) and clause 2.2 (Increase Accordion Option) of the Common Terms Agreement.

“Accordion Increase Accession Agreement” shall have the meaning given to it in the Common Terms Agreement.

“Accordion Increase Effective Date” has the meaning given to it in Clause 2.3 (Increase - Accordion Option).

“Accordion Increase Request” shall have the meaning given to it in the Common Terms Agreement.

“Additional Customer” means a company which becomes an Additional Customer in accordance with Clause 15 (Changes to the Obligors).

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 15 (Changes to the Obligors).

“Additional Obligor” means an Additional Customer or an Additional Guarantor.

“Administrative Party” means each of the Mandated Lead Arrangers, each of the Joint Coordinators, each of the Green Financing Coordinators, the Murabahah Facility Agent and the Shariah Advisers.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Amendment and Restatement Deed (CTA)” means the amendment and restatement deed to the Common Terms Agreement dated 10 September 2026 and made between, amongst others, (1) the Original Customers, (2) the Mandated Lead Arrangers, (3) the Joint Coordinators, (4) the Green Financing Coordinators, (5) the Offshore Facility Agent, (6) the Murabahah Facility Agent, (7) the Security Agent and (8) the Common Terms Agent.

“Amendment and Restatement Deed (MFA)” means the amendment and restatement deed to this Agreement dated 10 September 2026 and made between (1) the Company, (2) the Original Customers, (3) the Mandated Lead Arrangers, (4) the Joint Coordinators, (5) the Green Financing Coordinators and (6) the Murabahah Facility Agent.

“Availability Period” means:

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“Available Commitment” means, in relation to a Facility, a Financier’s Commitment under that Facility minus:

“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Financier’s Available Commitment in respect of that Facility.

“BNM” means Bank Negara Malaysia, the Central Bank of Malaysia for the time being.

“Business Day” has the meaning prescribed in the Common Terms Agreement.

“Ceiling Profit Rate” means fifteen per cent. (15%) per annum.

“Code” means the US Internal Revenue Code of 1986.

“Commitments” means at any time, the Murabahah Facility Commitment (being Ringgit Malaysia Thirteen Billion (RM13,000,000,000) at the date of the Amendment and Restatement Deed (MFA)) and which, subject to an Accordion Increase pursuant to Clause 2.2 (Increase – Accordion Option) of the Common Terms Agreement, may be increased in accordance with Clause 2.2 (Increase – Accordion Option) of the Common Terms Agreement.

“Commodities” means, in relation to the Commodity *Murabahah *Transaction, any Shariah-compliant commodities at Bursa Suq Al-Sila’ and/or such other independent commodity trading platform acceptable to the Shariah committee of the Murabahah Facility Agent which shall include but not limited to crude palm oil (other than *ribawi *items in the category of medium of exchange such as currencies, gold, silver and debt instruments).

“Commodity Broker” means an independent commodity trading platform (acceptable to the Shariah Advisers) from whom the Murabahah Facility Agent (on behalf of the Financiers) purchases Commodities which are the subject of the Commodity *Murabahah *Transaction.

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“**Commodity *****Murabahah ***Transaction” means the valid and binding transaction involving the sale of Commodities by way of *Murabahah *(via a *Tawarruq *arrangement) as more particularly set out in Schedule 2 (Commodity Murabahah Transaction).

“**Commodity *****Murabahah ***Transaction Document” means the Purchase Requisition, Letter of Agency and Commodity Sale Agreement.

“Commodity Sale Agreement” means the valid and binding commodity sale agreement in connection with the sale of Commodities by way of *Murabahah *(via a *Tawarruq *arrangement) entered into for the purpose of the Facilities between the Murabahah Facility Agent as seller and the Sale Agent (as agent of the Customers) as purchaser.

“Companies Act” means the Companies Act 2016.

“Cost of Funds” means, in respect of a Financier, the rate to that Financier for obtaining deposits in Ringgit Malaysia at the Relevant Market or such other sources as determined by such Financier for the duration of each Profit Period applicable on the first day of the relevant Profit Period as part of the Financiers’ Sale Price for the Commodity *Murabahah *Transaction to which shall be added:

“Customer” means an Original Customer or an Additional Customer.

“Default” means an Event of Default or any event or circumstance specified in the Common Terms Agreement which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Disbursement” means a Murabahah Facility Disbursement or an Accordion Facility Disbursement.

“Effective Date” means the date on which the Amendment and Restatement Deed (CTA) becomes effective in accordance with the terms stipulated therein.

“Effective Profit Rate” means in relation to a Disbursement, the percentage rate per annum that is the aggregate of:

provided that, the Effective Profit Rate shall not at any time exceed the Ceiling Profit Rate.

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“Eligible Commodity Broker” means the commodity broker acceptable to the Shariah committee of the Murabahah Facility Agent (acting on the instructions of the Financiers) to whom the Customers (or, where applicable pursuant to the Letter of Agency, the Sale Agent on behalf of the Customers) will sell the Commodities in accordance with paragraph (F) of Schedule 2 (Commodity Murabahah Transaction).

“Facilities” means the Murabahah Facility and the Accordion Facility and “Facility” shall mean either of them.

“Facility Office” means the office or offices notified by a Financier to the Murabahah Facility Agent in writing on or before the date it becomes a Financier (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

“FATCA Application Date” means:

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means any letter or letters referring to this Agreement or the Facilities between one or more Administrative Parties and the Company setting out any of the fees referred to in Clause 11 (Fees).

“Final Maturity Date” means the date which is sixty (60) Months from the Original Agreement Date and if such date is not a Business Day, the Final Maturity Date shall be the immediately preceding Business Day.

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“Finance Document” means this Agreement, the Security Documents, the Intercreditor Deed, the Common Terms Agreement, the Hedging Agreements, any Accession Letter, the Commodity *Murabahah *Transaction Document, any Fee Letter, any Utilisation Request, any Selection Notice, any Accordion Increase Accession Agreement and any other document designated as such by the Murabahah Facility Agent and the Company.

“Finance Party” means each an Administrative Party, a Financier or a Hedge Counterparty.

“Financial Close Date” means the Business Day on which the Common Terms Agent notifies the Company and the Finance Parties that all the conditions precedent referred to in schedule 2 (Conditions Precedent) of the Common Terms Agreement have either been satisfied or waived.

“Financier” means:

“Financiers’ Purchase Price” means, in respect of the Commodity *Murabahah *Transaction, the purchase price paid by the Murabahah Facility Agent (on behalf of the Financiers) to the Commodity Broker in connection with the purchase of Commodities in accordance with paragraph (C) of Schedule 2 (Commodity Murabahah Transaction), such amount, in the case of the first Commodity *Murabahah *Transaction, being equal to the Commitments.

“Financiers’ Sale Price” means, in respect of the Commodity *Murabahah *Transaction, the aggregate of:

“FSM 2022” has the meaning given to it in Clause 28.1 (Jurisdiction).

“Funding Rate” means any individual rate notified by a Financier to the Murabahah Facility Agent pursuant to paragraph (a)(ii) of Clause 10.3 (Cost of funds).

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including any stock exchange or any self-regulatory organisation established under statute).

“Guarantor” means an Original Guarantor or an Additional Guarantor.

“**Guidelines on *****Ibra’ *****(rebate) for Sale-Based Financing**” means the Guidelines on *Ibra’ *(rebate) for Sale-Based Financing issued by BNM or any other applicable guidelines which may be issued by BNM from time to time.

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“Hedge Counterparty” means any Original Hedge Counterparty and (at the time the relevant Hedging Agreement is entered into) an Affiliate thereof, an Accordion Financier or its Affiliate, which has become a Hedge Counterparty in accordance with clause 19.15 (Accession of Hedge Counterparties) of the Common Terms Agreement and which is or has become a party to the Intercreditor Deed in accordance with the provisions of the Intercreditor Deed, which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement or other Finance Documents.

“Hedging Agreement” means any master agreement, confirmation, transaction, schedule or other agreement entered into or to be entered into by the Company and/or any other Customer with a Hedge Counterparty in relation to the Hedging Arrangements.

“Hedging Arrangements” means the hedging transactions entered into between the Company and/or any other Customer with the Hedge Counterparties in relation to hedging of exposures to fluctuations of profit rate and currency exchange rate in respect of the Facilities, upon the terms and subject to the conditions of the Hedging Agreements.

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“Indirect Tax” means any sales and service tax, goods and services tax, consumption tax, value added tax or any tax of a similar nature.

“Initial Murabahah Facility Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Interpolated Screen Rate” means the rate (rounded upwards to four decimal places) which results from interpolating on a linear basis between:

as at 11:00 am on the relevant day.

“Islamic Financial Services Act” means the Islamic Financial Services Act, 2013.

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“KLIBOR” means, in relation to any Disbursement:

and if, in either case, that rate is less than zero, KLIBOR shall be deemed to be zero.

“Letter of Agency” means the letter to be issued by the Obligors’ Agent in favour of the Sale Agent or a third party acceptable to the Murabahah Facility Agent substantially in the form set out in Schedule 5 (Form of Letter of Agency).

“LME” means the London Metal Exchange Limited (or its successor company).

“LME Rules” means the rules and regulations (as the same may be amended or supplemented from time to time) of the LME.

“Majority Financiers” means:

“Margin” means two point four per cent. (2.40%) per annum, or:

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For the avoidance of doubt, if:

“**Maximum *****Ta’widh ***Rate” means up to one per cent. (1.0%) per annum or, if a different maximum rate is imposed by BNM under any applicable guidelines, then up to such maximum rate.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules will only apply to the last Month of any period.

“Murabahah” has the meaning given to that term in the *Murabahah *policy document issued by BNM on 23 December 2013 (as amended, supplemented or substituted from time to time).

“Murabahah Facility Commitments” means collectively, the Initial Murabahah Facility Commitment and the Upsize Murabahah Facility Commitment and references to “Murabahah Facility Commitment” shall be construed accordingly.

“Murabahah Facility Disbursement” means, as the context requires, a disbursement made or to be made under the Murabahah Facility of the relevant Principal Portion (or part thereof) or the principal amount outstanding for the time being of that disbursement.

“Murabahah Financier” means:

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which in each case has not ceased to be a Party as such in accordance with the terms of the Common Terms Agreement or other Finance Documents.

“MYOR-i” means in respect of any Business Day, a reference rate equal to the daily Malaysia unsecured overnight Islamic financing rate as published by BNM (or a successor administrator), as the administrator of the benchmark, on the BNM’s website currently at https://financialmarkets.bnm.gov.my/data-download-myori, or any successor website officially designated by the BNM (or as published by its authorised distributors), as a reference rate which is designated, nominated or recommended as the replacement for KLIBOR by BNM.

“Obligors” means the Customers and the Guarantors, and “Obligor” means each one of them.

“Obligors’ Agent” means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.5 (Obligors’ Agent).

“Original Agreement Date” means 15 May 2025.

“Original Obligor” means an Original Customer or an Original Guarantor.

“Outstanding Financiers’ Sale Price” means, at any point in time, the portion of the Financiers’ Sale Price which has not been paid by the Customers at such point in time.

“Party” means a party to this Agreement.

“Payment Date” means each of the payment dates of the Facilities as set out in Clause 6 (Payment).

“Payment Instalment” has the meaning given under Clause 6.1 (Payment of Principal Portion of the Financiers’ Sale Price in respect of the Murabahah Facility).

“Pipeline Project” means a project as may be agreed by the Company and the Majority Joint Coordinators.

“Pipeline Project Costs” means the total development cost in respect of a Pipeline Project.

“Principal Portion” means in respect of the Commodity *Murabahah *Transaction, the principal portion of the Financiers’ Sale Price being an amount equal to the Financiers’ Purchase Price.

“Profit Portion” means, in relation to the Commodity *Murabahah *Transaction, the profit component of the Financiers’ Sale Price.

“Profit Period” means, in relation to a Disbursement, each period determined in accordance with Clause 9 (Profit Periods) and Clause 5.4 (Selection of Interest Periods and Profit Periods) of the Common Terms Agreement*.*

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“Purchase Requisition” means the request from the Obligors’ Agent to the Murabahah Facility Agent to purchase the Commodities for the purposes of the Commodity *Murabahah *Transaction, substantially in the form set out in Schedule 3 (Form of Purchase Requisition).

“Quotation Day” means in relation to any period for which a profit rate is to be determined, the first day of that period unless market practice differs in the Relevant Market, in which case the Quotation Day will be determined by the Murabahah Facility Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

“Relevant Market” means the Kuala Lumpur interbank market.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Sale Agent” has the meaning given to that term in the Letter of Agency.

“Screen Rate” means in relation to a Profit Period or any other profit period in question, the rate per annum (expressed as a percentage) determined by the Murabahah Facility Agent to be the Kuala Lumpur interbank offered rate published by BNM (or any other person which takes over the administration of that rate) for Ringgit Malaysia.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Agent” means CIMB INVESTMENT BANK BERHAD.

“Selection Notice” means a notice substantially in the form set out in schedule 5 (Selection Notice) of the Common Terms Agreement.

“Shariah Advisers” means **MAYBANK ISLAMIC BERHAD **(Registration No. 200701029411 (0787435-M)) and **OCBC AL-AMIN BANK BERHAD **(Registration No. 200801017151 (818444-T)).

“SIAC Rules” has the meaning given to such term in Clause 26.1 (Arbitration).

“Specified Time” means a day or time determined in accordance with Schedule 7 (Timetables).

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty payable in connection with any failure to pay or any delay in paying any of the same).

“Tawarruq” has the meaning given to that term in the *Tawarruq *policy document issued by BNM on 28 December 2018 (as amended, supplemented or substituted from time to time).

“***Ta’widh *****(Compensation)**” means those compensation payable by an Obligor in accordance with Clause 8.3 (Ta’widh (Compensation)).

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“Tax Deduction” has the meaning given to such term in Clause 12.1 (Tax definitions).

“Transaction Date” means the date on which the Commodity *Murabahah *Transaction is completed which shall occur on the proposed Utilisation Date specified in the corresponding Utilisation Request.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“Upsize Murabahah Facility Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“US” means the United States of America.

“US Tax Obligor” means:

“Utilisation” means a utilisation of a Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Disbursement is to be made.

“Utilisation Request” means a notice substantially in the form set out in schedule 4 of the Common Terms Agreement.

The provisions of clause 1.2 (Construction) and clause 1.3 (Currency) of the Common Terms Agreement are incorporated herein by reference.

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**SECTION 2 **

**THE FACILITIES **

This Agreement and the rights and obligations of the Parties hereunder shall be subject to the terms and conditions of the Common Terms Agreement and the Intercreditor Deed, including, without limitation:

as well as any other common terms and conditions in relation to costs and expenses, fees, the role of agents, changes to the financiers, sharing among financiers, intercreditor, security sharing, voting arrangements, administration, notices and communications in the Common Terms Agreement and the Intercreditor Deed. In the event of any conflict between any of the terms and conditions under this Agreement and the Common Terms Agreement and the Intercreditor Deed, those of the Common Terms Agreement and the Intercreditor Deed shall prevail.

Subject to the terms of this Agreement, the Financiers make available to the Customers:

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each based on the *Shariah *principle of *Murabahah *(via a *Tawarruq *arrangement).

A Customer may, by delivery to the Common Terms Agent and the Murabahah Facility Agent of a duly completed Accordion Increase Request, request for the Accordion Facility in accordance with Common Terms Agreement.

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and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

Each Customer shall apply all amounts obtained by it under the Facilities for the following purposes:

The proceeds of each of the Facilities shall at all times be applied towards purposes which are in compliance with *Shariah *principles.

No Finance Party is bound to monitor or verify the application of any amount financed by it pursuant to this Agreement.

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The Customers may not deliver any Utilisation Request unless the Financial Close Date has occurred.

Subject to the satisfaction of the conditions set out in clause 4.2 (Further conditions precedent) of the Common Terms Agreement in accordance with the provisions therein, the Financiers will only be obliged to comply with Clause 5.2 (Financiers’ participation) if on the date of the Purchase Requisition, on the date of the Utilisation Request and on the proposed Utilisation Date:

**SECTION 3 **

**UTILISATION **

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not later than the Specified Time.

The Murabahah Facility Commitment or the Accordion Facility Commitment which, at that time, is unutilised shall be immediately cancelled at 5 p.m. on the last day of the applicable Availability Period.

The Parties agree and acknowledge that:

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**SECTION 4 **

**PAYMENT, EARLY SETTLEMENT AND CANCELLATION **

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Any Customer may cancel the whole or any part of an Available Facility by delivery of a notice in accordance with the provisions of the Common Terms Agreement.

the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Murabahah Facility Agent notice of cancellation of the Commitment(s) of that Financier and its intention to procure an early settlement of that Financier’s participation in the Disbursements or give the Murabahah Facility Agent notice of its intention to replace that Financier in accordance with paragraph (d) below.

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“other amount due” shall include actual break funding cost incurred upon early settlement subject to the approval of the Shariah Advisers, which shall not be applicable on an early settlement or a prepayment on a Profit Payment Date.

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calculated on the undisbursed Principal Portion, determined at the close of Business Day on the last day of each Month or such other period as may be agreed by the Financiers. The period for such calculation shall commence from the first Utilisation Date and end on the last day of the applicable Availability Period and such amount shall be payable within sixty (60) days from the first Utilisation Date and subsequently, each successive period of three (3) Months thereafter during the applicable Availability Period or such other period as may be agreed by the Murabahah Facility Agent.

**SECTION 5 **

**PROFIT PAYMENTS AND FINANCING COSTS **

Subject to Clause 7.5 (*Ibra’ *(Rebate)), the Customer to whom a Disbursement has been made shall pay the Profit Portion on that Disbursement on the last day of each Profit Period.

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A Customer (or the Company on behalf of a Customer) may select a Profit Period for a Disbursement in the Utilisation Request for that Disbursement or (in respect of a Disbursement that has already been made) in a Selection Notice in accordance with clause 5.4 (Selection of Interest Periods and Profit Periods) of the Common Terms Agreement.

If a Profit Period would otherwise end on a day which is not a Business Day, that Profit Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

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If before 5 p.m. in Malaysia on the Business Day immediately following the Quotation Day for the relevant Profit Period, the Murabahah Facility Agent receives notifications from a Financier or Financiers (whose participations in a Disbursement exceed thirty five per cent. (35%) of that Disbursement) that the cost to it of funding its participation in that Disbursement from whatever source it may reasonably select would be in excess of KLIBOR then Clause 10.3 (Cost of funds) shall apply to that Disbursement for the relevant Profit Period.

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the cost to that Financier of funding its participation in that Disbursement for that Profit Period shall be deemed, for the purposes of paragraph (a) above, to be KLIBOR.

If Clause 10.3 (Cost of funds) applies the Murabahah Facility Agent shall, as soon as is practicable, notify the Company.

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The Company shall pay to the relevant Finance Parties the applicable fees in the amount and at the times agreed in any Fee Letter.

The Company shall pay to the Murabahah Facility Agent (for its own account) a facility agency fee in the amount and at the times agreed in a Fee Letter.

The Company shall promptly on demand by the Murabahah Facility Agent, pay a brokerage fee of [***] of each Commodity Murabahah Transaction in relation to the trading of Commodities under such Commodity Murabahah Transaction.

**SECTION 6 **

**ADDITIONAL PAYMENT OBLIGATIONS **

In this Clause 12:

“Tax Credit” means a credit against, relief or remission for, or payment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means an increased payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

Unless a contrary indication appears, in this Clause 12 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

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If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

The Company shall:

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supply to the Murabahah Facility Agent:

The Company shall, within ten (10) Business Days (in the case of legal fees, within thirty (30) Business Days) of demand, pay the Finance Parties the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with:

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If:

each Obligor shall, within ten (10) Business Days (in the case of legal fees, within thirty (30) Business Days) of demand, reimburse each of the Finance Parties for the amount of all costs and expenses (including legal fees) reasonably incurred by the Finance Parties in responding to, evaluating, negotiating or complying with that request or requirement.

**SECTION 7 **

**GUARANTEE **

Each Guarantor irrevocably and unconditionally jointly and severally:

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This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration, judicial management or otherwise, without limitation, then the liability of each Guarantor under this Clause 14 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of each Guarantor under this Clause 14 will not be affected by an act, omission, matter or thing which, but for this Clause 14, would reduce, release or prejudice any of its obligations under this Clause 14 (without limitation and whether or not known to it or any Finance Party) including:

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Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 14. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Murabahah Facility Agent otherwise directs, no Guarantor will exercise or otherwise enjoy the benefit of any right which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 14:

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If any Guarantor shall receive any benefit, payment or distribution in relation to any such right it shall hold that benefit, payment or distribution (or so much of it as may be necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be paid in full) on trust for the Finance Parties, and shall promptly pay or transfer the same to the Murabahah Facility Agent or as the Murabahah Facility Agent may direct for application in accordance with Clause 18 (Payment Mechanics).

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

**SECTION 8 **

**CHANGES TO PARTIES **

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents, except with the prior written consent of all the Financiers.

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Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the representations and warranties as detailed under the Common Terms Agreement are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

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**SECTION 9 **

**THE FINANCE PARTIES **

Promptly following receipt by the Murabahah Facility Agent of a duly completed Purchase Requisition issued by the Obligors’ Agent in accordance with paragraph (A) of Schedule 2 (Commodity Murabahah Transaction), the Murabahah Facility Agent shall, by no later than the Specified Time:

The Murabahah Facility Agent shall, on behalf of the Financiers, enter into the Commodity Sale Agreement referred to in paragraph (E) of Schedule 2 (Commodity Murabahah Transaction).

Subject to the conditions as to utilisation set out in Clause 4 (Conditions of Utilisation) and Clause 5.1 (*Delivery of a Utilisation Request and Commodity Murabahah Transaction Documents) *being met:

On and from payment of its participation, each Financier shall be entitled to receive, subject to the terms of this Agreement, its corresponding portion of the Financiers’ Sale Price due and payable by the Customers to the Murabahah Facility Agent for the account of the Financiers subject to any *Ibra’ *(rebate) granted to the Customers in accordance with Clause 7.5 (Ibra’ (Rebate)).

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39

Any Administrative Party may accept deposits from or provide financing to and generally engage in any kind of banking or other business with any member of the Group, any Obligor or any Affiliate of any Obligor.

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as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

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The Murabahah Facility Agent is not responsible or liable for:

The Murabahah Facility Agent shall not be bound to enquire:

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including (in each case) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

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on behalf of any Financier and each Financier confirms to the Murabahah Facility Agent that it is solely responsible for any such procedures or checks it is required to conduct and that it may not rely on any statement in relation to such procedures or checks made by the Murabahah Facility Agent.

Each Financier shall (in proportion to its share of the Commitments or, if the Commitments are then zero, to its share of the Commitments immediately prior to their reduction to zero) indemnify the Murabahah Facility Agent within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence, in relation to any FATCA-related liability or any other category of liability whatsoever) incurred the Murabahah Facility Agent (otherwise than by reason of the Murabahah Facility Agent’s gross negligence or wilful misconduct) in acting as Murabahah Facility Agent under the Finance Documents (unless the Murabahah Facility Agent has been reimbursed by an Obligor pursuant to a Finance Document).

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and (in each case) a Financier reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Murabahah Facility Agent were a FATCA Exempt Party, and that Financier, by notice to the Murabahah Facility Agent, requires it to resign.

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unless it has received not less than five Business Days’ prior notice from that Financier to the contrary in accordance with the terms of this Agreement.

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Financier confirms to each Administrative Party that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

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Any amount payable to the Murabahah Facility Agent under Clause 16.17 (Indemnity to the Murabahah Facility Agent), Clause 13 (Cost and expenses) and Clause 16.10 (Financiers’ indemnity to the Murabahah Facility Agent) shall include the cost of utilising the management time or other resources of the Murabahah Facility Agent and will be calculated on the basis of such reasonable daily or hourly rates as the Murabahah Facility Agent may notify to the Company and the other Finance Parties, and is in addition to any fee paid or payable to the Murabahah Facility Agent under Clause 11 (Fees).

If any Party owes an amount to the Murabahah Facility Agent under the Finance Documents the Murabahah Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Murabahah Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount due and payable. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

The Company shall promptly indemnify the Murabahah Facility Agent from and against any cost, loss or liability incurred by the Murabahah Facility Agent (acting reasonably) as a result of:

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If a Finance Party (a “Recovering Finance Party”) receives or recovers (whether by set-off or otherwise) any amount from an Obligor other than in accordance with Clause 18 (Payment Mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then:

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The Murabahah Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with clause 22.5 (Partial payments) of the Common Terms Agreement towards the obligations of that Obligor to the Sharing Finance Parties.

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes payable and is paid by that Recovering Finance Party, then:

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**SECTION 10 **

**ADMINISTRATION **

The Murabahah Facility Agent may (with the consent of the Obligor or in accordance with Clause 19 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

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All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

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If an Event of Default is continuing, the Obligors agree that a Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation due and payable by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may, subject to any applicable Shariah requirement, convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are *prima facie *evidence of the matters to which they relate.

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

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If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any Finance Document on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

Subject to the provisions of the Common Terms Agreement and Clause 23.4 (Replacement of Screen Rate), an amendment or waiver of any term of any Finance Document (other than the Hedging Agreements) that has the effect of changing or which relates to:

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shall not be made without the prior consent of all the Financiers, and in respect of paragraph (i) above, shall not be made without the prior consent of all the Financiers and the Hedge Counterparties.

An amendment or waiver which relates to the rights or obligations of any Administrative Party (each in their capacity as such) may not be effected without the consent of that Administrative Party.

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No Event of Default will occur by reason only of an Obligor’s failure to comply with this Clause 24.

by posting such information on an electronic website designated by the Murabahah Facility Agent for such purpose (“Deal Site”) by notifying each such affected Obligor and Financier of its intention that such Deal Site be used for such purpose (whereupon each such Obligor or Financier or the Murabahah Facility Agent may so satisfy such obligations).

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The Murabahah Facility Agent may terminate a Deal Site at any time. If such termination occurs whilst amounts remain outstanding under the Facilities the Murabahah Facility Agent shall (unless such termination arises as a result of technical failure of the Deal Site (including as a result of infection by an electronic virus or similar software) or as a result of a concern as to the security and confidentiality of the Deal Site), if reasonably practicable, give not less than three (3) days’ prior notice to each affected Party of such termination.

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

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**SECTION 11 **

**GOVERNING LAW AND ENFORCEMENT **

This Agreement is governed by, and shall be construed in accordance with, the laws of Malaysia.

By signing this Agreement, the Obligors confirm that each of them is satisfied to the extent that it requires to be satisfied that such transaction is Shariah compliant. The Obligors confirm that none of them have any objections nor will raise any objections, as to matters of *Shariah *compliance in respect of or otherwise in relation to any of the provisions of the Finance Documents, or challenge the validity of any of the foregoing on the grounds that such terms or such transactions are not, or may not be, in accordance with *Shariah *principles or standards.

With respect to the provisions set out in this Agreement, the Parties agree that, despite any other provision of this Agreement or any other agreement, arrangement or understanding between the parties, where applicable, the Parties will be bound by section 92 of the Financial Services and Markets Act 2022 of Singapore (“FSM 2022”) and by any suspension of a “termination right” in this Agreement imposed by the Monetary Authority of Singapore under section 93 of the FSM 2022.

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Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in Singapore):

Each Obligor expressly agrees and consents to the provisions of this Clause 28.4.

To the extent that:

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**This Agreement has been entered into on the date stated at the beginning of this Agreement. **

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**SCHEDULE 1 **

**THE ORIGINAL PARTIES **

**PART I **

**THE ORIGINAL OBLIGORS **

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**PART II **

THE ORIGINAL MURABAHAH FINANCIERS

| | | | | | | :-------------------------------------------: | :: | :------------------------------------------------------------: | :: | :------------------------------------------------------------------------------------------------: | | | | | | | | Name of Original Murabahah Financiers | | Commitments (RM) – Initial Murabahah Facility | | | | | | Commitments as at the Original Agreement Date (RM) | | Commitments as at the signing of the Amendment and Restatement Deed (CTA) (RM) | | [***] | | [***] | | [***] | | | | | | | | [***] | | [***] | | [***] | | | | | | | | [***] | | [***] | | [***] | | | | | | | | [***] | | [***] | | [***] | | | | | | | | [***] | | [***] | | [***] | | | | | | | | [***] | | [***] | | [***] | | | | | | | | [***] | | [***] | | [***] | | | | | | | | [***] | | [***] | | [***] | | | | | | | | [***] | | [***] | | [***] | | | | | | | | [***] | | [***] | | [***] | | | | | | | | [***] | | [***] | | [***] | | | | | | | | [***] | | [***] | | [***] | | | | | | | | [***] | | [***] | | [***] | | | | | | | | [***] | | [***] | | [***] |

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