(i) Name : Ipmuda Berhad ( Ipmuda or the Issuer ) (ii) Address : 9 th Floor, Maju Tower 1001 Jalan Sultan Ismail Kuala Lumpur : T

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1 1.01 Background Information (a) Issuer (i) Name : Ipmuda Berhad ( Ipmuda or the Issuer ) (ii) Address : 9 th Floor, Maju Tower 1001 Jalan Sultan Ismail Kuala Lumpur (iii) (iv) Business Registration No. Date/Place of Incorporation : T : 19 April 1975 / Malaysia (v) Date of Listing : 22 December 1993 (vi) Status Resident/nonresident controlled company Bumiputra/non- Bumiputra controlled company : Resident controlled company : Non-Bumiputra controlled company (vii) Principal Activities : The principal activity of Ipmuda is that of trading and distribution of building materials. Its subsidiaries are principally involved in trading of building and home improvement materials, manufacturing of furniture, sewerage engineering, trading in architectural hardware, trading in petroleum products, warehousing, investment holding and property development. (viii) Board of Directors (as at 29 December 2006) 1. Tan Sri Abu Sahid bin Mohamed (Executive Chairman) 2. Dato Abu Talib bin Mohamed (Deputy Chairman) 3. Dato Lim Heng Suan (Managing Director/ Chief Executive Officer) 4. Le Ching Lee Chen Chong (Executive Director) 1

2 5. Dato Ahmad Bakri bin Shabdin (Independent Non-Executive Director) 6. Dato Siew Mun Chuang (Independent Non-Executive Director) 7. Maarof bin H.A. Rahman (Senior Independent Non- Executive Director) 8. Dato Lim Ah Lai (Independent Non-Executive Director) 9. Dato Mohamed Fuad bin Yon (Non-Independent Non- Executive Director) 10. Mohd Fauzi bin Yon (Alternate Director to Tan Sri Abu Sahid bin Mohamed) (ix) Structure of shareholdings and names of all substantial shareholders (as at 29 December 2006) Name Maju Holdings Sdn Bhd ( Maju ) Tan Sri Abu Sahid bin Mohamed Purnama Gigih Sdn Bhd ( Purnama ) No. of Shares Direct % No. of Shares Indirect 15,962, ,388, ,962, ,594, Lim Heng Suan 127, ,594, Amanah Raya Berhad/Skim Amanah Saham Bumiputera IGB Corporation Berhad ( IGB ) 5,740, ,641, Gold IS Berhad - - 7,641, Dato Tan Chin Nam - - 7,929, Robert Tan Chung Meng - - 7,929, Wong Kichin 5,491, Teh Cheong Suan 2,386, ,500, % 2

3 Notes: 1 Deemed interest by virtue of his substantial shareholding in Maju. 2 Deemed interest by virtue of his substantial shareholding in Purnama. 3 Deemed interested by virtue of its/his substantial shareholding in IGB. 4 Deemed interested by virtue of his shareholding in IGB and Smooth Operation Sdn Bhd. 5 Deemed interested by virtue of his substantial shareholding in Tecsun Sdn Bhd. (x) Authorised Capital (as at 29 December 2006) Issued and Paid-up Capital (as at 29 December 2006) : RM500,000,000 comprising 500,000,000 ordinary shares of RM1.00 each : RM72,469,500 comprising 72,469,500 ordinary shares of RM1.00 each 1.02 Principal Terms and Conditions (a) Names of parties involved in the proposed transaction (i) Principal Adviser(s)/ Lead Arranger(s) : RHB Investment Bank Berhad (formerly known as RHB Sakura Merchant Bankers Berhad) (Company No.: P)( RHB InvestBank ) (ii) Arranger(s) : Not applicable (iii) Valuers : Not applicable (iv) Solicitors : Messrs. Nik Hussain & Partners (v) Financial Adviser : Not applicable (vi) Technical Adviser : Not applicable (vii) Guarantor(s) : RHB InvestBank. The Guarantor reserves the right to sell-down its guarantee commitment to any eligible institutions with a minimum of P1 rating or equivalent at any time prior to or during the tenor of the CP Programme. The final list of guarantor(s) will be submitted to the Securities Commission ( SC ) prior to the first issuance of Commercial Papers ( CPs ). (viii) Trustee : Universal Trustee (Malaysia) Berhad (Co. No.: D) 3

4 (ix) Facility Agent : RHB InvestBank (x) (xi) Primary Subscriber(s) and Amount Subscribed Underwriter(s) and Amount Underwritten : Not applicable : RHB InvestBank shall underwrite up to RM30.0 million of the CPs to be issued under the CP Programme. The Underwriter shall reserve the right to selldown its underwriting commitment to any eligible institutions at any time during the tenor of the CP Programme. (xii) Central Depository : Bank Negara Malaysia ( BNM ) (xiii) Paying Agent : BNM (xiv) (xv) Reporting Accountant Others : Messrs. Ernst & Young (Firm No: AF0039) Rating Agency : Rating Agency Malaysia Berhad (Company No U) ( RAM ) Tender Panel Members ( TPM ) : To be arranged by the Lead Arranger and comprising persons falling within the relevant category of persons specified in Schedule 2 or Section 38(1)(b), Schedule 3 or Section 39(1)(b) and/or falling within Schedule 5 or Section 66(2) of the Securities Commission Act 1993 of Malaysia, as amended from time to time ( SCA ). (b) Facility Description : Bank Guaranteed Commercial Paper Programme ( CP Programme ) (c) Issue Size (RM) : Up to an aggregate nominal value of RM30.0 million ( CP Programme Limit ). The CP Programme Limit will be reduced in accordance with the Periodic Reduction Schedule tabulated in paragraph (x) below. 4

5 (d) Issue Price : The CPs shall be issued at a discount to face value. The Issue Price shall be computed in accordance with the following formula, as specified in the Rules on Fully Automated System for Issuing / Tendering ( FAST Rules ) issued by BNM: Issue Price = FV x 1 ( d x r ) where : FV d r = Face value of the CPs = The number of days in the maturity of the CPs (which shall include the issue date but shall exclude the maturity date) = Applicable yield (e) Tenor of the Facility/Issue : Five (5) years from date of first issuance of the CPs. Maturity of CPs Between one (1) month and up to a maximum of twelve (12) months to be determined by the Issuer at its sole and absolute discretion. No CPs shall carry a maturity date extending beyond the expiry of the tenor of the CP Programme. (f) Interest/Coupon Rate (%) : The CPs do not bear any coupon but will be issued at a discount to face value of the CPs. (g) (h) Interest/Coupon Payment Frequency Interest/Coupon Payment Basis : Not applicable as the CPs do not bear any coupon. : The yield employed in computing the Issue Price of the CPs shall be computed on the basis of actual number of days over a 365-day year. (i) Yield to Maturity (%) : The yield (discount quantum) for the CPs will only be determined upon issuance. (j) Security/Collateral : The holders of the CPs will be secured by an irrevocable and unconditional bank guarantee from the Guarantor(s). 5

6 (k) Details on Utilisation of Proceeds : The proceeds from the CP Programme shall be utilised for the following: Amount Up to (RM million) 1. To fully repay Bridging Loan Facility ( BL Facility ) from RHB InvestBank ; 2. To part finance the working capital requirement of the Issuer and/or its subsidiaries; and 3. Balance of payment for the purchase of 45 units of shophouse at Prosperity Square, Setapak* Total 30.0 Note*: If the proceeds from the CP Programme are not used for the above, it will be utilised to part finance other working capital requirements of the Issuer and/or its subsidiaries. (l) Sinking Fund : Not applicable. For avoidance of doubt, proceeds from any subsequent issue of CPs (other than the first issuance that shall be utilised for the purposes set out above) may be utilised for the purpose of redemption of whatever CPs then maturing and/or to finance the working capital requirement of the Issuer and/or its subsidiaries. (m) Rating : Indicative rating of P1(bg) assigned by RAM. (n) Form and Denomination : Each issue of CPs shall be issued in bearer form and represented by global certificate(s) to be deposited with the Central Depository, and is exchangeable for definitive certificate(s) only in permitted circumstances. The denomination of the CPs shall be RM1,000,000 or in multiples of RM1,000,000 at the time of issuance. (o) Mode of Issue : Competitive Tender Via competitive bidding by the TPM, composition of which may be changed from time to time by the 6

7 Facility Agent in consultation with the Issuer. The Issuer may at its sole discretion reject all the bids or accept such amount of the bids it deems attractive to it, in which event the Facility Agent on behalf of the Issuer shall allocate the CPs so accepted to the successful bidders in order of descending prices as per and without prejudice to the FAST Rules. Direct Offer/Private Placement TPM may individually from time to time during the tenor of the CP Programme (but not during any period commencing from the day on which the Issuer makes an issue request up to and including the proposed issue date) make direct offers to the Issuer through the Lead Arranger/Facility Agent to purchase the CPs at prices acceptable to the Issuer. Alternatively the CPs may be privately placed by the Issuer to selected investors at a price to be mutually agreed between the Issuer and the investors. Such private placement shall be subject to terms and conditions to be agreed between the Issuer and the Lead Arranger/Facility Agent. The CPs shall be issued on scripless basis under the Real Time Electronic Transfer of Funds and Securities ( RENTAS ) system and shall be reported and/or tendered on the FAST. (p) Selling Restriction : The CPs may not be offered or sold, directly or indirectly nor may any document or other material or information in connection therewith be distributed in Malaysia other than to persons, whether as principal or agent, falling within any one of the categories of persons specified in Schedule 2 or Section 38(1)(b) or Schedule 3 or Section 39(1)(b) and falling within Schedule 5 or Section 66(2) of the SCA. (q) Listing Status : The CPs will not be listed on the Bursa Malaysia Securities Berhad or any other exchanges. (r) Minimum Level of Subscription : Not applicable as the CP Programme is fully underwritten. 7

8 (s) Other Regulatory Approvals Required In Relation to the Issue, Offer or Invitation and Whether or Not Obtained : Not applicable. (t) Conditions precedent : Conditions precedent for the issue shall consist of conditions which are standard and customary for a programme of this nature, to the satisfaction of the Lead Arranger and/or Facility Agent and shall include but not limited to the following : A. Main Documentation The Financing Documents have been signed and, where applicable, stamped and presented for registration. B. The Issuer The Lead Arranger and/or Facility Agent has received in the form and substance satisfactory to it of each of the following documents:- 1. Certified true copies of the Certificate of Incorporation, and the Memorandum and Articles of Association, of the Issuer. 2. Certified true copies of the latest Forms 24 and 49 of the Issuer. 3. A certified true copy of a board resolution of the Issuer authorising, among others, the execution of the Financing Documents. 4. A list of the Issuer s authorised signatories and their respective specimen signatures. 5. The Solicitors report of the relevant company search on the Issuer. 6. The Solicitors report of the relevant winding up search on the Issuer and the relevant statutory declarations of directors of the Issuer. 8

9 C. General 1. The approval of the SC for the CP Programme. 2. The CP Programme has been assigned a credit rating of not inferior than P1 or its equivalent by the Rating Agency. 3. A redemption statement from the financier of the BL Facility, RHB InvestBank, in respect of the redemption amount payable under the BL Facility and an undertaking to discharge and release all securities held upon receipt of the full redemption amount for the BL Facility. 4. Evidence that arrangement has been made for payment of all transaction fees, costs and expenses in full. 5. The Lead Arranger has received from the Solicitors a favourable legal opinion addressed to it advising with respect to, among others, the legality, validity and enforceability of the Financing Documents and a confirmation addressed to the Lead Arranger that all the conditions precedent for both the CP Programme and the BG Facility have been fulfilled. 6. Written confirmation that the Designated Account has been opened. 7. Any other conditions as may be advised by the Solicitors and incorporated in the Financing Documents. 9

10 (u) Representation and Warranties : Representation and Warranties will comprise such representation and warranties as may be deemed standard for a programme of this nature or as may be advised by the Solicitors. These shall include, but not limited to the following:- 1. 1Status: The Issuer is a company duly. established and existing under Malaysian law and it has the power and authority to carry out the business in which it is engaging; 2. Powers: The Issuer has the power to enter into, exercise its rights under and perform its obligations under the respective Financing Documents relating to the CP Programme; 3. Authorisations: All necessary actions, authorisations and consents required by that date under the respective Financing Documents relating to the CP Programme have been taken, fulfilled and obtained and remain in full force and effect; 4. Non-violation: The Issuer s entry into, exercise of its rights under, and performance of the respective Financing Documents relating to the CP Programme do not and will not violate any existing law or documents to which it is a party; 5. Binding Obligation: The respective Financing Documents relating to the CP Programme create valid and binding obligations which are enforceable on and against the Issuer ; 6. Accounts: The Issuer s audited accounts are prepared in accordance with generally accepted accounting principles and standards; 7. Litigation: Save as already disclosed to the Lead Arranger/Underwriter(s) prior to the execution of the Financing Documents, no litigation or arbitration is current or, to the Issuer s knowledge, is threatened, which if 10

11 adversely determined would have a material adverse effect on the ability of the Issuer to comply with its obligations under the respective Financing Documents relating to the CP Programme; 8. Tax: No tax liabilities of any kind are outstanding in payments and all computations and payments should be or should have been made to the Department of Inland Revenue or other relevant authorities within the requisite periods and are up-to-date, correct and made on a proper basis with the Department of Inland Revenue and other relevant authorities; and 9. Others: Such other representations and warranties as advised by the Solicitors and incorporated in the Financing Documents. (v) Events of default : Events of Default will comprise those as required under the Guidelines on the Minimum Contents Requirements for Trust Deed issued by the SC dated 1 July 2000 and the SCA and such Events of Default as may be deemed standard for a programme of this nature or as may be advised by the Solicitors. These shall include but not limited to the following: 1. The Issuer fails to pay any sum when due under the CPs or any of the Financing Documents; 2. Any representation or warranty made or given by the Issuer under the Financing Documents which proves to have been incorrect or misleading in any material respect and if capable of being remedied, is not remedied within thirty (30) days by the Issuer after being notified; 3. The Issuer fails to observe or perform its obligations under any of the Financing Documents or the CPs and if capable of being remedied, is not remedied within thirty (30) days by the Issuer after being notified; 11

12 4. There has been a breach by the Issuer of any obligation under any of the Issuer s existing contractual obligations which may materially and adversely affect the Issuer s ability to perform its obligations under the Financing Documents and if capable of being remedied, is not remedied within thirty (30) days by the Issuer after being notified; 5. Any indebtedness for borrowed moneys of the Issuer becomes due or payable or capable of being declared due or payable prior to its stated maturity or any guarantee or similar obligations of the Issuer is not discharged at maturity or when called; 6. An encumbrancer takes possession of, or a trustee, receiver and manager or similar officer is appointed in respect of the whole or substantial part of the business or assets of the Issuer, or distress, legal process, sequestration or any form of execution is levied or enforced or sued out against the Issuer and is not discharged within thirty (30) days after being levied, enforced or sued out, or any security interest which may for the time being affect any of its assets becomes enforceable; 7. Any step is taken for the winding up, dissolution or liquidation of the Issuer or a resolution is passed for the winding up of the Issuer or a petition for winding up is presented against the Issuer; 8. A scheme of arrangement under section 176 of the Companies Act 1965 or such a scheme has been instituted against the Issuer (other than for the purpose of a scheme of reconstruction, amalgamation, consolidation or merger, unless during or following such reconstruction, amalgamation, consolidation or merger the Issuer becomes or is declared to be insolvent); 12

13 9. There is a revocation, withholding or modification of any license, authorisation, approval or consent which in the opinion of the Facility Agent and/or Trustee may materially and adversely impairs or prejudices the ability of the Issuer to comply with the terms and conditions of the CPs or the Financing Documents; 10. The Issuer changes or threatens to change the nature of or scope of its business, or suspends or threatens to suspend or cease or threatens to cease the operation of a substantial part of its business; 11. A substantial part of the assets, undertakings, rights or revenue of the Issuer is/are seized, nationalised or expropriated; or 12. Any other events as may be advised by the Solicitors. Upon the declaration of an Event of Default, no further issuance may be made under the CP Programme and the CPs outstanding together with all other sums payable under the outstanding CPs shall be immediately due and payable. (w) Principal Terms and Conditions for Warrants : Not applicable. (x) Other Principal Terms and Conditions for the Issue Availability : Upon completion of all documentation and compliance with all conditions precedent, predisbursement and other conditions to the satisfaction of the Lead Arranger and/or Facility Agent ( Financial Close ) but no later than two (2) years from the date of SC s approval. Redemption : The CPs shall be redeemed at par on maturity. Status of the CPs : The CPs will constitute direct, unconditional and unsecured obligations of the Issuer and shall at all times rank pari passu, without discrimination, preference or priority amongst themselves and with all the Issuer s other unsecured and unsubordinated obligations, both present and future (except those obligations preferred by applicable laws). 13

14 Periodic Reduction Schedule : The CP Programme Limit shall be reduced, inter alia, in accordance with the following Periodic Reduction Schedule: Months from date of first issue Reduction (RM million) CP Programme Limit After Reduction (RM million) Designated Account : The Issuer shall open and maintain a Debt Service Reserve Account ( DSRA ) (which shall be charged as security in favour of the Guarantor(s)) with RHB Bank Berhad wherein an amount equivalent to three (3) months yield (discount quantum) of the CPs shall be maintained in the account at all times. The DSRA shall be operated by the Facility Agent as security agent for the Guarantor(s). Funds in the DSRA may be invested in Permitted Investments as provided for in the Financing Documents for the Guarantor(s). Underwriting Arrangement : The issuance of the CPs under the CP Programme shall be fully underwritten by the Underwriter(s) for up to RM30.0 million and as reduced in accordance with the Periodic Reduction Schedule ( Underwriting Commitment ). The Underwriter(s) shall have the option to sell down its underwriting commitment to any other eligible institutions at any time during the tenor of the CP Programme. The Underwriter(s) shall be committed to purchase the CPs up to its Underwriting Commitment at yields equal to the Underwritten Yield (as hereinafter defined) in respect of each issue of CPs that are not subscribed by the TPM. 14

15 Notwithstanding this, the Underwriting Commitment of the Underwriter in relation to each issue of CPs shall be reduced by the following: 1. the amount of CPs (having a maturity date falling after the new issue date) still held by the Underwriter which were previously: (a) (b) subscribed by it in its capacity as TPM/Underwriter; and/or purchased by it from the secondary market. 2. the amount of CPs that will be accepted by the Issuer pursuant to a tender by the Underwriter for the new issue. Underwriting Fee : At 0.25% per annum ( p.a. ), payable annually in advance to the Underwriter(s) on their respective underwriting commitment, commencing on the date of Financial Close. Underwritten Yield : At a margin of 0.5% p.a. above the respective Cost of Funds of the Underwriter(s) for the relevant maturity of the CPs. Cost of Funds is defined as the cost of borrowings of the Underwriter(s) for the relevant maturity in addition to which shall be added the cost of maintaining statutory reserves and liquidity requirements with BNM (if applicable) or any regulatory authorities. Cancellation of CP Programme : Prior to the termination date of the tenor of the CP Programme, the Issuer may, by giving not less than 14 days written notice to the Facility Agent, cancel a part or the whole of the CP Programme Limit, other than the face amount of CPs in issue and outstanding at the point of termination. Covenants : Covenants will comprise those as required under the Guidelines on the Minimum Contents Requirements for Trust Deed issued by SC dated 1 July 2000 and the SCA and such covenants as may be deemed standard for a programme of this nature or as may be advised by the Solicitors. These shall include, but not limited to: 15

16 Positive Covenants The Issuer covenants that it shall: 1. Maintain in full force and effect all relevant authorisations, consents, rights, licences, approvals and permits (governmental and otherwise) and will promptly obtain any further authorisations, consents, rights, licences, approvals and permits (governmental and otherwise) which is or may become necessary to enable it to own its assets, to carry on its business or for the Issuer to enter into or perform its obligations under the Financing Documents or to ensure the validity, enforceability, admissibility in evidence of the obligations of the Issuer or the priority or rights of the financiers under the Financing Documents and the Issuer shall comply with the same; 2. At all times on demand execute all such further documents and do all such further acts reasonably necessary at any time or times to give further effect to the terms and conditions of the CP Programme; 3. Exercise reasonable diligence in carrying out its business and affairs in a proper and efficient manner and in accordance with sound financial and commercial standards and practices; 4. Diligently pursue claims against third party debtors; 5. Notify the Facility Agent and/or Trustee of claims against it, which would have a material adverse effect upon the ability of the Issuer to perform its obligations under the CP Programme and will defend itself against such claims; 6. Notify the Facility Agent and/or Trustee if the Issuer becomes aware of the occurrence/declaration of an Event of Default; 16

17 7. At all times arrange for and maintain adequate insurance cover in respect of its assets which are of an insurable nature in full force and effect and pay all relevant premium upon the same falling due; 8. Promptly perform and carry out all its obligations under the CP Programme (including but not limited to redeeming the CPs on the relevant maturity date(s) or any other date on which the CPs are due and payable) and ensure that it shall immediately notify the Facility Agent and/or Trustee in the event that the Issuer is unable to fulfil or comply with any of the provisions of the Financing Documents; 9. Prepare its financial statements on a basis consistently applied in accordance with approved accounting standards in Malaysia; 10. Maintain a Paying Agent in Malaysia at all times; 11. In the event that the Issuer undertakes a corporate exercise involving the raising of cash, including a rights issue, at least 75% of the net proceeds from such exercise (rounded up to the nearest integral of RM1,000,000) or an amount equivalent to the face amount of all outstanding CPs whichever is the lower, shall be used to reduce the CP Programme Limit. Such amount shall be applied proportionately to reduce the amount falling due thereafter under each Periodic Reduction. The amount of each Periodic Reduction to be reduced shall be rounded to the nearest integral of RM1,000,000; 17

18 12. Cause and ensure that prior to declaration of any dividends of any kind of income and capital distribution, the following conditions are met: (i) All financial covenants and obligations in relation to the CP Programme are complied with; (ii) The terms and conditions of the operation and deposit of the requisite funds in the DSRA are complied with; and (iii) No event of default has occurred or will occur following such payments under the CP Programme; 13. Comply with all applicable laws including the provisions of the SCA, circulars, conditions or guidelines issued by SC from time to time; and 14. Such other covenants as may be advised by the Solicitors. Negative Covenants The Issuer covenants that it shall not without the prior consent of the Trustee: 1. Add, delete, amend or substitute its Memorandum or Articles of Association in a manner inconsistent with the provisions of the Financing Documents; 2. Reduce its authorised or paid-up share capital; 18

19 3. Enter into any agreement with its shareholders, subsidiaries or associated companies unless such agreement is entered into: (i) in the ordinary course of its business; (ii) on an arms-length basis; and (iii) will not have a Material Adverse Effect; Material Adverse Effect means any material adverse effect on the business condition or results of the operations of the Issuer or the occurrence of any event which may materially and adversely affect the ability of the Issuer to perform any of its obligations under any of the Financing Documents. 4. Use the proceeds of the CP Programme except for the purposes set out herein; 5. Any other covenants as may be advised by the Solicitors. Information Covenants The Issuer shall deliver to the Facility Agent and/or Trustee the following: 1. Its audited accounts within 180 days after the end of each financial year; 2. Unaudited half-yearly accounts within 90 days after the end of each half of its financial year which are duly certified by any one of its directors; 3. Such additional financial or other information relating to the Issuer s business and its operations as the Facility Agent and/or Trustee may from time to time reasonably request; and 4. Promptly, all notices or other documents received by the Issuer from any of its shareholders or its creditors which contents may materially and adversely affect the interests of the CP holders; 19

20 5. Promptly, notification of any change in its board of directors or the composition of its substantial shareholders; 6. Promptly, notification of any change in its business condition and of any litigation or other proceedings of any nature whatsoever being threatened or initiated against the Issuer which may materially and adversely affect the ability of the Issuer to perform any of its obligations under the CP Programme; 7. Promptly, notification of the occurrence of any Event of Default or any event which, upon the giving of notice and/or lapse of time would constitute an Event of Default ( Potential Event of Default ) forthwith upon becoming aware thereof, and it shall take all reasonable steps and/or such other steps as may reasonably be requested by the Facility Agent and/or Trustee to remedy and/or mitigate the effect of the Event of Default or the Potential Event of Default; 8. Promptly, notification of any substantial change in the nature of the business of the Issuer; and 9. Any other documents and/or information as may be advised by the Solicitors. Financial Covenants The Issuer shall maintain on consolidated basis a Debt:Equity Ratio of not more than 1.5:1 at all times during the tenor of the CP Programme. Debt:Equity Ratio is defined as the ratio of the aggregate of (1) all outstanding credit facilities granted to the Issuer and its subsidiaries, including the CP Programme Limit, to (2) the paidup shareholders capital, including share premium, irredeemable preference shares, subordinated advances, and accumulated profits/(losses). 20

21 Financing Documents : The CP Programme shall be evidenced inter-alia, by the following: a) Facility Agreement; b) Trust Deed; c) Depository and Paying Agency Agreement; d) Tender Panel Agreement; e) Guarantee Facility Agreement; and f) Other relevant documentation which may be advised by the Solicitors. Fees and Expenses : All expenses incurred by the Lead Arranger in connection with the negotiation and preparation of the CP Programme including legal, trustee and rating fees, out-of-pocket expenses, printing and other costs, professional fees for accountants, valuers, and other professionals engaged for purposes of independent opinions and reporting on behalf of the Lead Arranger shall be from the account of the Issuer. Withholdings and Deductions : All payments by the Issuer shall be made without withholding or deductions for or on account of any present or future tax, duty or charge of whatsoever nature imposed or levied by or on behalf of Malaysia, or any other applicable jurisdictions, or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law, in which event the Issuer shall be required to make such additional amount to that payee so that the payee would receive the full amount if no such withholding or deductions are made. Other Conditions : The CP Programme will be at all times governed by such rules and directives (whether or not having the force of law) required of or imposed on the Underwriter(s)/CP holder(s) by SC or any other relevant authorities. Adverse Market : Should there occur a material adverse change in the opinion of the Lead Arranger/Underwriter(s) in the business condition (financial or otherwise) of the Issuer and /or the economic, social and political situation in Malaysia including but not limited to the adversities in the domestic or international financial market prior to the launch, offering and/or distribution of the CPs, the Lead Arranger/Underwriter(s) reserves the right to withdraw, cancel, terminate and/or restructure the CP Programme. 21

22 Clear Market : From the date of acceptance of this offer until thirty (30) days after the first issuance of the CPs, the Issuer shall ensure that no other financing facilities or debt instruments or securities issued by the Issuer or any affiliates are mandated, placed or syndicated directly or on its behalf without the Lead Arranger s prior consent. Change in Circumstances : If as a result of any change in applicable law, regulation or regulatory requirement or in the interpretation or application thereof or if compliance by the Lead Arranger/Underwriter(s) for the CPs with any applicable direction, request or requirement (whether or not having the force of law) will imposed on the Lead Arranger/ Underwriter(s) any material condition burden or obligation then the commitment of the Lead Arranger/Underwriter(s) to the CPs will end upon notice to the Issuer of the happening of such events after becoming aware thereof. Governing Laws : The laws of Malaysia. 22