Moody's rates DIFC Investments' Sukuk Issuance (P) A1

The transaction is expected to be launched following a road show commencing in the week of 29 May 2007 subject to market conditions. The rating outlook is stable.

Moody's rating is subject to review of the final documentation, the terms and conditions of which are not expected to change in any material way from the draft documents reviewed.

The (P) A1 rating of the Certificates reflects the senior unsecured creditworthiness of DIFC Investments, as the Trust Certificates rely entirely on DIFC Investments for service and repayment of the Notes, with no security, lien or pledge over any of the Trust Assets, which are defined to include the Issuer's rights and interest in the Mudarabah Assets as well as the Transaction Documents which determine the structure of the transaction. Moody's has reviewed the Preliminary Prospectus and related Agreements to this transaction and concludes that the Certificates are senior unsecured, unsubordinated securities that reflect the credit quality of DIFC Investments, through which Certificates are serviced through periodic distribution amounts, and redeemed or refinanced at maturity in 2012, when the Trust is dissolved. Certificate holders have no recourse to any assets of DIFC Investments other than through the rights of Dubai Sukuk Centre to the Trust Assets, and the proceeds of such Trust Assets are the sole source of payments on the Certificates.

DIFC Investments is obliged to make certain payments under the Transaction Documents directly to the Issuer, and the Trustee will have direct recourse against DIFC Investments to recover such payments.

The structure of the transaction is determined by the Transaction Documents including the Mudarabah Agreement (the Agreement) to be entered into between DIFC Investments (as the Mudarib) and Dubai Sukuk Centre (as Trustee) and will be governed by DIFC law. Pursuant to the Agreement the proceeds from issue of the Certificates will be applied as the Capital of the Mudarabah, an unincorporated joint venture, and invested in accordance with the Investment Plan scheduled to the Agreement. The Agreement provides that the 99% of the profit generated by the Mudarabah will be distributed to the Issuer as Trustee on behalf of certificate holders. To the extent that such profit is insufficient to cover the Periodic Distribution Amount payable according to the terms of the Sukuk, DIFC Investments (as the Mudarib) will be obliged to provide Sharia compliant funding to ensure that such payments may be made. Repayment of the Certificates is effected through the operation of the Purchase Undertaking to be entered into by DIFC Investments in favour of Dubai Sukuk Centre (in its capacity as Issuer and Trustee). The payment obligations of DIFC Investments under the Undertaking, which will rank pari passu with its other senior unsecured obligations and will be governed by DIFC Law, will require DIFC Investments to purchase all of Dubai Sukuk Centre's rights under the agreement, including any interests it may have in the assets of the Mudarabah, at a pre-determined price at maturity, or earlier in certain circumstances, including a change in control of DIFC Investments.

While Moody's does not opine on the transaction's compliance with Sharia or any other governing law, it notes that Dr Hussain Hamed Hassan, Shaykh Mohamed Zoeir and Dr. Muhammad Qaseem have confirmed that the Certificates are Sharia compliant. Moody's added that the Certificates, the Declaration of Trust and Agreements which give effect to the transaction will be governed by Dubai International Financial Centre law.

In that connection, and in relation to any action brought in the DIFC courts, Moody's noted that these have only recently been established and that there is therefore limited precedent available to determine how such courts would treat such actions. Moody's added that while DIFC Investments represents and agrees to waive sovereign immunity from legal process, the provisions of Law No. 10 of 2005, which grants to the Government of Dubai and its affiliates including DIFC Investments immunity in respect of its assets, may override such waiver.

Dubai Sukuk Centre Limited, incorporated in the Dubai International Financial Centre, is a special purpose vehicle wholly-owned by DIFC Investments LLC, set up for the sole and exclusive purpose of issuing these Certificates.