7 January 2005
Dubai Ports Authority ("DPA"), wholly owned by the Government of the Emirate of Dubai via Ports, Customs and Free Zone Corporation, is pleased to announce the signing of a loan agreement on 16 December 2004 with Deutsche Bank AG as sole underwriter and bookrunner for a USD 1,450,000,000 term loan to finance the acquisition of CSX World Terminals as described below. Syndication of the facility will be launched into the international bank market today.
On 8 December 2004, Dubai Ports International, a wholly owned subsidiary of DPA, signed a definitive stock purchase agreement with CSX Corporation to acquire 100% of the outstanding share capital of SL Service, Inc. which wholly owns CSX World Terminals, one of the leading global port operators with key strategic assets in the world's fastest growing markets. The acquisition will make DPA the sixth largest player in the container ports business worldwide.
Dubai is one of seven Emirates forming the United Arab Emirates ("UAE") whose long-term foreign currency country ceilings for bonds and bank deposits was upgraded by Moody's to A1 from A2 in December 2004.
The facility has been utilised in December 2004 in an amount of USD 205,000,000, when DPA funded the exercise of pre-emption rights by a CSX subsidiary to increase its voting interest in Asia Container Terminals Ltd. ("ACT") to 68.6%. ACT is a two berth container facility in Hong Kong's Kwai Chung Port which is expected to commence operation in mid 2005. The remainder of the Facility, up to USD 1,245,000,000, is available upon closing of the acquisition for the payment of the purchase price (USD 1,150,000,000) and any post-closing adjustments to account for working capital and debt levels.
The Summary Terms and Conditions are:
| Facility: | Syndicated Term Loan |
| Amount: | up to USD 1,450,000,000 |
| Tenor: | 3 years with a one year extension option |
| Mandated Lead Arranger and Bookrunner: | Deutsche Bank AG |
| Facility and Documentation Agent: | Deutsche Bank Luxembourg S.A. |
| Initial Margin: | 90 basis point per annum which will be adjusted following a leverage ratio grid |
| Law and Jurisdiction: | The laws and courts of England |
Banks will be invited to join the loan agreement on following levels:
| Title | Commitment | Particpation Fee |
| Mandated Lead Arranger | USD 150,000,000 | 30 basis points |
| Lead Arranger | USD 100,000,000 | 25 basis points |
| Arranger | USD 50,000,000 | 20 basis points |
| Senior Lead Manager | USD 25,000,000 | 15 basis points |
Company presentations will held in London on 14 January, in Dubai on 16 January, and in Hong Kong on 20 January 2005.
Banks' commitments will be due on 2 February 2005.
For further information in relation to the facility, please contact any of the following persons:
| Dubai Ports Authority | Telephone | Facsimile |
| Yuvraj Narayan | +971-4881-1110 | +971-4881-1331 |
| Deutsche Bank AG, Hong-Kong | Telephone | Facsimile |
| Chris Gammons | +852-2203-8047 | +852-2203-7210 |
| Melissa Lu | +852-2203-7463 | +852-2203-7210 |
| Deutsche Bank AG, Frankfurt | Telephone | Facsimile |
| Goetz Laue | +49-69-910-33320 | +49-69-910-38793 |
| Tina Klein | +49-69-910-35951 | +49-69-910-38793 |
© Press Release 2005
