Subordinated Class E Sukuk Ijarah

Transcription

1 (i) Profit rental rate : Senior Class Sukuk Ijarah The profit rental rate of any Senior Class Sukuk Ijarah issued under the Sukuk Ijarah Programme shall be based on a fixed rate to be determined prior to each issuance. In the event of non-redemption of the relevant Senior Class Sukuk Ijarah on the relevant Expected Maturity Date, the following relevant step-up profit rate shall apply to the relevant outstanding Senior Class Sukuk Ijarah ( Senior Class Step-Up Profit Rate ). Senior Class Step-Up Profit Rate (%) Class A Sukuk Ijarah 1.50 Class B Sukuk Ijarah 1.50 Class C Sukuk Ijarah 1.50 For avoidance of doubt, the above Senior Class Step-Up Profit Rate is only applied to the First Issuance of Senior Class Sukuk Ijarah. The Senior Class Step-Up Profit Rate for any subsequent issuance of Senior Class Sukuk Ijarah (where applicable) shall be determined prior to the respective subsequent issuance of the Senior Class Sukuk Ijarah. Class D Sukuk Ijarah The profit rental rate of any Class D Sukuk Ijarah issued under the Sukuk Ijarah Programme shall be based on a fixed rate to be determined prior to each issuance. In the event of non-prepayment of the Class D Sukuk Ijarah on the Class D Mandatory Prepayment Date, a step-up profit rate of 1.50% shall apply to all the outstanding Class D Sukuk Ijarah ( Class D Step-Up Profit Rate ). For avoidance of doubt, this Class D Step-Up Profit Rate is only applied to the First Issuance of Class D Sukuk Ijarah. The Class D Step-Up Profit Rate for any subsequent issuance of Class D Sukuk Ijarah (where applicable) shall be determined prior to respective subsequent issuance of the Class D Sukuk Ijarah. Subordinated Class E Sukuk Ijarah The profit rental rate of any Subordinated Class E Sukuk Ijarah issued under the Sukuk Ijarah Programme shall be based on a fixed rate to be determined prior to each issuance. (ii) payment frequency basis Profit and : The profit rental payment of the Sukuk Ijarah ( Periodic Distribution ) shall be paid semi-annually in arrears on each periodic distribution date commencing six (6) months from the date of issue of the Sukuk Ijarah and every six (6) months thereafter ( Periodic Distribution Date ). Senior Class Sukuk Ijarah The Periodic Distribution of the Senior Class Sukuk Ijarah will be calculated on the basis of actual number of days elapsed in the relevant period divided by 365 days or in any event, in accordance with the rules of MyClear. 1

2 Class D Sukuk Ijarah The Periodic Distribution of the Class D Sukuk Ijarah will be calculated on the basis of actual number of days elapsed in the relevant period divided by 365 days or in any event, in accordance with the rules of MyClear. In the event the Issuer has insufficient funds to pay the Periodic Distribution for the Class D Sukuk Ijarah on a specific Periodic Distribution Date, all Class D Sukuk Ijarah shall become due and payable. The Sukuk Trustee (on behalf of the holders of Class D Sukuk Ijarah) shall call upon the Al-Kafalah Policy for all the outstanding nominal value of the Class D Sukuk Ijarah and any corresponding outstanding Periodic Distributions (including the Class D Step-Up Profit Rate, where applicable). For the avoidance of doubt, this shall not constitute an Event of Default under the Sukuk Ijarah Programme. Further, if an event of default has occurred under the Al-Kafalah Facility, the Guarantor shall give notice to the Sukuk Trustee (on behalf of the holders of the Class D Sukuk Ijarah) requiring the Sukuk Trustee to make a demand under the Al-Kafalah Policy within thirty (30) business days of such notice (if a demand has not been made against the Guarantor) failing which, the Guarantor shall be released from any liability under the Al-Kafalah Policy. Any monies owing by the Issuer to the Guarantor pursuant to the Al-Kafalah Facility shall give the right for the Guarantor to declare an event of default under the Al-Kafalah Facility and enforce the Security under PSSA only if consented by the holders of the most senior class of the Sukuk Ijarah then outstanding or if the Senior Class Sukuk Ijarah have been fully redeemed. Subordinated Class E Sukuk Ijarah The Periodic Distribution of the Subordinated Class E Sukuk Ijarah will be calculated on the basis of actual number of days elapsed in the relevant period divided by 365 days or in any event, in accordance with the rules of MyClear. In the event the Issuer has insufficient funds to pay the Periodic Distribution for the Subordinated Class E Sukuk Ijarah on a specific Periodic Distribution Date, the unpaid portion of the Periodic Distribution payable on that date shall be deferred, whereby the Issuer shall request for deferment by giving a written notice ( Deferral Notice ) to the Facility Agent and the Sukuk Trustee not less than five (5) business days before the relevant Periodic Distribution Date, and such amount shall be payable on the next Periodic Distribution Date ( Deferred Periodic Distribution ), and so on (i.e. the Deferred Periodic Distribution may be further deferred on a cumulative and non-compounded basis). Such unpaid Periodic Distribution shall not be subject to any late/default payment, Ta widh. Upon occurrence of a Trigger Event, all Periodic Distribution on the Subordinated Class E Sukuk Ijarah will only be paid after all monies payable under the Senior Class Sukuk Ijarah, the Class D Sukuk Ijarah and all amounts owing to the Guarantor have been fully satisfied. 2

3 (iii) Details on utilisation of proceeds by issuer and originator (in the case of ABS). : The Issuer For all intents and purposes, the proceeds raised from the Sukuk Ijarah Programme shall be utilised by the Issuer for Shariah compliant purposes as follows:- Purposes of Utilisation Amount (Up to RM million) First Issuance (i) To settle the purchase consideration for the purchase of the Property. (ii) For Refurbishment Work of the Property 13.0 (1) (iii) To meet all expenses in relation to the Sukuk 6.0 (2) Ijarah Programme (including reimbursement of expenses paid by the Originator and deposit paid into the Trustee Reimbursement Account by the Originator) and the Property including without limitation to meet all expenses in relation to the acquisition of the Property and transfer of title, payments to the relevant authorities, and any apportionment of outgoing payments in accordance with the terms of the SPA (where applicable) and to defray the first guarantee premium pursuant to the Al-Kafalah Facility. (iv) the balance proceeds shall be utilised as follow: (3) (a) First contribution to the FSRA; (b) First contribution to the Class D FSRA; and (c) First contribution to the Operating Account in accordance with the Budget Report. Subsequent Issuances (v) To finance any capital expenditure (4) on the To be Property and/or for working capital purposes determined including payment to the FSRA for compliance of the FSRA Requirement and/or Class D FSRA for compliance of Class D FSRA Requirement and/or PRA for compliance of the Principal Build Up; (vi) To refinance and/or prepay any Sukuk Ijarah on its respective Expected Maturity Date or Class D To be determined Mandatory Prepayment Date. TOTAL Notes:- (1) NHSB will be appointed as the main contractor for the refurbishment works on the Property and will be paid via progress billing as per invoice issued and certified by the Servicer subject to the satisfaction of the Security Trustee. The amount required for the refurbishment of the Property shall be deposited into the MRA. (2) This amount is an estimation and any excess unutilised may be used for item (iv) above and/or shall be deposited into the Revenue Account. (3) This amount is an estimation and any excess unutilized may be used for item (iii) above or shall be deposited into the Revenue Account. (4) This refers to the asset enhancement plans where pursuant to the acquisition of the Property by the Issuer, a series of renovation works may be implemented over a period of time to enhance the returns of the Property ( Asset Enhancement Plans ). 3

4 The Originators For all intents and purposes, the Originators shall utilise the purchase consideration for the sale of the Property received from the Issuer pursuant to the SPA for the following Shariah compliance purposes: Purposes of Utilisation (i) For repayment of (a) indebtedness owing to the Originators shareholders; and (b) indebtedness owing to the Originators creditors and indebtedness arising from the bank borrowing granted to the Originators; (ii) For distribution to the Originators shareholders, for working capital requirements and investments, if any Amount (up to RM million) (1) Total Note:- (1) This amount is estimation only. The exact amount may be different from the estimates and any excess may be utilised for item (ii) above and vice versa. (iv) Events Trigger : The occurrence of any of the following events will constitute a Trigger Event:- (1) the Issuer fails to meet the FSRA Requirement within the stipulated timeframe; (2) the Issuer fails to redeem or refinance any of the outstanding Senior Class Sukuk Ijarah on its Expected Maturity Date; (3) the Issuer fails to meet the Class D FSRA Requirement within the stipulated timeframe; (4) the Issuer fails to prepay any of the outstanding Class D Sukuk Ijarah on its Class D Mandatory Prepayment Date; (5) the Issuer fails to maintain a Finance Service Cover Ratio ( FSCR ) of 1.5 times. The FSCR is calculated based on the ratio of net property income to the Periodic Distribution of Senior Class Sukuk Ijarah and Periodic Distribution of Class D Sukuk Ijarah. The ratio shall be calculated and confirmed by the Issuer s auditors on a semi-annual basis based on the half-yearly financial accounts and/or the latest audited accounts of the Issuer (where applicable); (6) occurrence of a Total Loss Event; Total Loss Event is the total loss or destruction of, or damage to the entire Property or a Limited Loss Event has occurred which cannot be remedied or any event or occurrence that renders the whole and/or part of the Property permanently unfit for any economic use and the repair or remedial work in respect thereof is wholly uneconomical. 4

5 (7) the rental incomes received by the Issuer from the Shariah noncompliance activities or businesses in the Property is more than 20% of the total aggregate rental incomes received from the Shariah compliance activities or businesses and Shariah non-compliance activities or businesses ( Shariah Non-Compliance ) and the Issuer fails to remedy the Shariah Non-Compliance within six (6) months from the date of Shariah Non-Compliance. Upon the occurrence of item (2) above, the Periodic Distribution for the relevant outstanding Senior Class Sukuk Ijarah shall be subject to the relevant Senior Class Step-Up Profit Rate. Upon the occurrence of item (4) above, the Periodic Distribution for the outstanding Class D Sukuk Ijarah shall be subject to the Class D Step-Up Profit Rate. Upon the occurrence of a Trigger Event, (i) (ii) the Issuer shall not be obliged to meet its payment obligations in respect of principal payments falling due and payable under the Senior Class Sukuk Ijarah, Class D Sukuk Ijarah and Subordinated Class E Sukuk Ijarah until its applicable Maturity Date; and the Sukuk Trustee shall be entitled to serve a written notice ( Trigger Event Notice ) to the Sale Undertaking Party to grant the Sale Undertaking Party the right to either:- (a) exercise the Senior Class and Class D Sukuk Ijarah Sale Undertaking; or (b) exercise the Property Sale Undertaking. The Sale Undertaking Party shall within seven (7) business days (or such other period as may be mutually agreed between the Sukuk Trustee and the Sale Undertaking Party) of receipt of the Trigger Event Notice, notify the Sukuk Trustee of its decision in relation to (a) or (b) above, failing which, the Security Trustee shall have the discretion to proceed with the disposal of the Property pursuant to the Power of Attorney. The disposal process shall be managed by the Security Trustee, under the rights conferred upon the Security Trustee pursuant to the Power of Attorney. The disposal shall be carried out by the Security Trustee as expeditiously as possible, and in that regard, the Security Trustee shall, as soon as practicable, proceed to appoint such valuers, solicitors, agents and/or other parties as may be necessary in connection with such disposal. The disposal price shall be determined by the Security Trustee. The Issuer shall redeem all the outstanding Sukuk Ijarah upon completion of disposal of the Property. The sale proceeds from the disposal of the Property shall be deposited into the Revenue Account and shall be dealt with in accordance with item (a)(c) under item (xxiv) of Other Terms and Conditions under the Details of Facility/ Programme. For avoidance of doubt, the occurrence of a Trigger Event shall not constitute 5

6 an Event of Default. In the event the sale proceeds from the Property disposal is insufficient to redeem all the outstanding amount of the Senior Class Sukuk Ijarah, the holders of the Senior Class Sukuk Ijarah shall have the right to declare an Event of Default. (v) Termination Event : Termination Event is deemed to have occurred (i) upon completion of the sale and purchase of the Property pursuant to the exercise of the Property Sale Undertaking or (ii) upon completion of disposal of the Property pursuant to the Power of Attorney under the Trigger Event. Upon occurrence of the Termination Event:- (a) (b) all Sukuk Ijarah shall be subject to mandatory redemption; and no further issuances under the Sukuk Ijarah Programme is permitted. (vi) Reinstatement Event : The occurrence of an event under the terms of the SPA which entitles the Issuer as the purchaser to terminate the SPA and obtain a refund of the relevant purchase consideration for the purchase of the Property and such amount equivalent to the accrued Periodic Distribution, of the relevant class of Sukuk Ijarah, up to the payment date to the relevant Sukukholders. Upon the occurrence of the Reinstatement Event, the Issuer shall serve a written notice ( Reinstatement Event Notice ) to the Sale Undertaking Party to grant the Sale Undertaking Party the right to exercise the Senior Class and Class D Sukuk Ijarah Sale Undertaking. The Sale Undertaking Party shall within seven (7) business days (or such other period as may be mutually agreed between the Issuer and the Sale Undertaking Party in any event not exceeding fifteen (15) business days of receipt of the Reinstatement Event Notice) of receipt of the Reinstatement Event Notice, notify the Issuer of its decision, failing which, the Issuer shall have the discretion to proceed with the termination of the SPA and seek a refund of the relevant purchase consideration for the purchase of the Property and such amount equivalent to the accrued Periodic Distribution, of the relevant class of Sukuk Ijarah, up to the payment date to the relevant Sukukholders. The refund proceeds from the termination of the SPA shall be deposited into the Revenue Account and shall be dealt with in accordance with item (a)(d) under item (xxiv) of Other Terms and Conditions under the Details of Facility/ Programme. For avoidance of doubt, failure to refund the proceeds from the termination of the SPA is an Event of Default under the Sukuk Ijarah Programme and the holders of Class D Sukuk Ijarah may through the Sukuk Trustee call upon the Al-Kafalah Policy. In the event the Sale Undertaking Party decides to exercise the Senior Class and Class D Sukuk Ijarah Sale Undertaking, the Issuer shall withdraw the rating for the Senior Class and Class D Sukuk Ijarah and the Sukuk Ijarah Programme shall be cancelled upon the completion of the Senior Class and Class D Sukuk Ijarah Sale Undertaking and the Sale Undertaking Party may decide whether to terminate the SPA. 6

7 (vii) Limited Recourse/Non- Petition : The liability of the Issuer to make Periodic Distribution and principal repayments on the Sukuk Ijarah Programme is limited to the assets of the Issuer available for this purpose in accordance with and subject to the order of priority of payments as set out in the Trust Deed. Once the securities have been exhausted and there are still obligations of the Issuer remain outstanding, the outstanding obligations shall be deemed extinguished and the Sukukholders shall be deemed to agree that they shall not have any legal rights as against the Issuer and accordingly, they shall not be entitled to file a petition for or institute or join any other person in instituting proceedings for the reorganisation, liquidation, winding-up or receivership of the Issuer or other similar proceedings under any applicable laws. (viii) Role of Servicer : The Servicer shall carry out all necessary administrative and management functions relating to the Property (and where required by law, shall appoint a Malaysian licensed property manager as defined under the Valuers, Appraisers and Estate Agents Act 1981 to carry out any one or more such functions, provided that in such a case, the Servicer shall monitor the performance by such licensed property manager). The relevant administrative and management functions in relation to the Property shall include, but not limited to, the following:- (i) (ii) (iii) (iv) (v) (vi) (vii) to let out, maintain and manage the Property in accordance with the regulations and laws binding the Issuer and the Property; to collect all payments (including Deposits, be it forfeited or otherwise) and interest on overdue payment, other income generated directly or indirectly from the Property and pay the same to and for the account of the Issuer; as project manager to plan and implement Asset Enhancement Plans; to implement strategies and policies by doing all acts necessary or prudent including but not limited to maximising the revenue arising from the Property; take up and maintain the necessary insurances over the Property, promptly notify of any event which will or may give rise to any claim or right of action under the insurances and to cause the name of the Sukuk Trustee to be endorsed on such insurance policy as the loss payee and beneficiary; operate (including but not limitation ensuring that all payments are made into and out of) the Operating Account in accordance with the terms and conditions of the Trust Deed; prepare the Budget Report on a periodic basis setting out the estimated operating and capital expenditure and estimated receipts of, derived from or accruing to the Property; (viii) prepare and deliver to the Sukuk Trustee the servicer report containing certain information on the Property and such other information on each servicer report ( Servicer Report ) on a periodic basis; 7

8 (ix) (x) (xi) negotiate and finalise the terms and conditions of appointment of such service providers and/or contractors and/or other party(ies) as the attorney, and on behalf of, the Issuer; set any relevant key performance indicators for the respective service providers and/or contractors and/or other party(ies); and recommend and assist in determining the appropriate mix of financing or refinancing for any maturing Sukuk Ijarah. (ix) Status and Ranking : Senior Class Sukuk Ijarah and Subordinated Class E Sukuk Ijarah The Senior Class Sukuk Ijarah and Subordinated Class E Sukuk Ijarah constitute direct, unconditional, unsubordinated (save only that, as between the classes, there will be subordination, as set out in the last paragraph below) and secured obligations of the Issuer and within each class of the Sukuk Ijarah, rank pari passu without discrimination, preference or priority amongst themselves and for all classes of the Sukuk Ijarah and at least pari passu with all other present and future unsecured obligations of the Issuer from time to time (subject to those preferred by law). Class D Sukuk Ijarah The Class D Sukuk Ijarah shall 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 at least pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer, subject to those preferred by law. As between the classes, the Sukuk Ijarah are ranked in the following descending order of priority:- (i) (ii) (iii) (iv) (v) Class A Sukuk Ijarah; Class B Sukuk Ijarah; Class C Sukuk Ijarah; Class D Sukuk Ijarah; and Subordinated Class E Sukuk Ijarah. (x) Form and Denomination : Form The Sukuk Ijarah will be issued in bearer form and represented at all times by global certificates to be deposited with the Central Securities Depository (exchangeable for definitive certificates only in limited circumstances as provided in the Trust Deed) and will be prescribed under the Scripless Securities Depository System maintained by BNM. The Sukuk Ijarah shall be prescribed and be reported under the rules of MyClear and shall comply with all rules and requirements set out by MyClear. Denomination The Sukuk Ijarah shall be issued in the denomination of RM100,000 each and in multiples of RM100,000 thereof or such other denomination as may be 8

9 mutually agreed between the Issuer and the Lead Arranger/Lead Manager or the Facility Agent. (xi) Minimum Level of Subscription (RM or %) (xii) Issue price (RM) (xiii) Redemption (xiv) Documentation : 100% of each issuance : The Sukuk Ijarah may be issued at par or at discount to the nominal value. The issue price shall be computed in accordance with the Operational Procedures for Securities Services issued by MyClear, as amended or substituted from time to time. : The Sukuk Ijarah under the Sukuk Ijarah Programme shall be redeemed on their respective Expected Maturity Dates or Maturity Dates (where applicable) at their nominal value in accordance with the provisions of the Trust Deed and the Sukuk Ijarah. : The Sukuk Ijarah Programme shall be evidenced by documentation prepared by the Solicitors as follows. The Issue Documents shall include but not limited to:- (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) the Programme Agreement; the Trust Deed; the Administration Agreement; the Servicing Agreement; the Asset Purchase Agreement; the Ijarah Agreement; the Servicing Agency Agreement; the Property Sale Undertaking; the Senior Class and Class D Sukuk Ijarah Sale Undertaking; the Securities Lodgement Form for Central Securities Depository and Paying Agency Services; the Land Charge; the Debenture; the Assignment of SPA; the Assignment and Charge of Designated Accounts; the Assignment of Property Agreements; the Assignment of Takaful/Insurances; the Power of Attorney; the Assignment of Property Sale Undertaking; the PSSA; and such other documents or agreements designated as such by the Lead Arranger in connection with the Sukuk Ijarah Programme. The Sale and Ancillary Documents shall include but not limited to:- (i) (ii) (iii) the SPA; the Property Agreements; the novation agreements in respect of novation of the Originator s rights, interests, benefits and obligations under the Property Agreements to the Issuer; and 9

10 (iv) such other documents or agreements designated as such by the Lead Arranger in connection with the Sukuk Ijarah Programme. Transaction Documents means collectively the Issue Documents and the Sale and Ancillary Documents. (xv) Trust Deed (xvi) Issue Date : The Sukuk Ijarah shall be constituted by a trust deed, which shall be administered by the Sukuk Trustee acting on behalf of the Sukukholders. The trust deed shall be in compliance with the SC s TD Guidelines. : The Sukuk Ijarah shall be issued on a date to be mutually agreed upon between the Issuer and the Lead Arranger/Lead Manager. The First Issuance shall take place within sixty (60) business days from the date of lodgement with the SC or such other period as may be specified by the SC. (xvii) Taxation : All payments by the Issuer shall be made in full without any present or future levies, withholding or deductions of whatever nature and of any tax, whether it be of a withholding nature or otherwise unless the levy, withholding or deduction is required by the laws of Malaysia, in which event, the Issuer shall:- (a) (b) (c) ensure that the deduction or withholding does not exceed the minimum legally required; pay to the relevant taxation or other authorities within the period for payment permitted by applicable law, the full amount of the deduction or withholding; and furnish to the Sukuk Trustee, upon its request, an official receipt of the relevant taxation or other authorities involved for all amounts deducted or withheld as aforesaid. (xviii) Trustee s Reimbursement Account (xix) Mode of Issue : The Issuer shall open and maintain an account designated as Trustees Reimbursement Account for Debenture holders Actions (as required under the SC s TD Guidelines, in which a sum of RM30, is to be deposited ( Trustees Reimbursement Account ). The Trustees Reimbursement Account shall be operated by the Sukuk Trustee and the monies shall only be used strictly by the Sukuk Trustee in carrying out its duties in relation to the occurrence of events of default or enforcement events which are provided in the Trust Deed. The sum of RM30, in the Trustees Reimbursement Account shall be maintained at all times throughout the tenure of the Sukuk Ijarah Programme. : Senior Class Sukuk Ijarah and Class D Sukuk Ijarah The Senior Class Sukuk Ijarah and the Class D Sukuk Ijarah will be issued via book building on best effort basis or bought deal basis or private placement without prospectus. Subordinated Class E Sukuk Ijarah The Subordinated Class E Sukuk Ijarah will be issued by way of private placement without prospectus. Issuance of the Sukuk Ijarah under the Sukuk Ijarah Programme shall be in 10

11 accordance with:- (a) the rules of MyClear; and (b) any other procedures/guidelines/rules issued by the relevant authorities from time to time (as the same may be amended and/or substituted from time to time). (xx) Selling Restriction : The Sukuk Ijarah shall not be offered or sold, directly or indirectly, nor any document or other material in connection therewith be distributed in Malaysia or anywhere else, other than to persons who fall within the following categories:- Selling restrictions at issuance Part 1 of Schedule 6 (or Section 229(1)(b)) of the Capital Market and Services Act 2007 ( CMSA ) and Part 1 of Schedule 7 (or Section 230(1)(b)) of the CMSA, read together with Schedule 9 (or Section 257(3)) of the CMSA. Selling restrictions thereafter (a) in respect of the Senior Class Sukuk Ijarah and the Class D Sukuk Ijarah:- Part 1 of Schedule 6 (or Section 229(1)(b)) of the CMSA, read together with Schedule 9 (or Section 257(3)) of the CMSA. (b) in respect of the Subordinated Class E Sukuk Ijarah:- Not applicable as the Subordinated Class E Sukuk Ijarah are nontransferable and non-tradable. Notwithstanding the above, the Subordinated Class E Sukuk Ijarah issued under the Sukuk Ijarah Programme may be transferable and tradable in accordance with item (xxi) below. (xxi) Tradability and transferability : Senior Class Sukuk Ijarah and Class D Sukuk Ijarah Tradable and transferable. (xxii) Rating(s) Facility/ Credit of Subrodinated Class E Sukuk Ijarah Non-transferable and non-tradable. Notwithstanding the above and subject to the compliance of the relevant requirements in accordance to the guidelines as may be issued by the SC from time to time, the Subordinated Class E Sukuk Ijarah issued under the Sukuk Ijarah Programme may be transferable and tradable provided that such Subordinated Class E Sukuk Ijarah have been issued in the market for at least a period of two (2) years. : Notwithstanding the details in Details of Facility/ Programme and subject to the compliance of the relevant requirements in accordance to the guidelines as may be issued by the SC from time to time, the Issuer has the option to 11

12 Programme, if applicable (cont) discontinue the credit rating for the Senior Class and Class D Sukuk Ijarah issued under the Sukuk Ijarah Programme and maintain tradability and transferability of such Senior Class and Class D Sukuk Ijarah provided that approval from the holders of the Senior Class and Class D Sukuk Ijarah vide a special resolution has been obtained upon the fulfillment of the following conditions:- (xxiii) option details, applicable Call and if (a) such Senior Class Sukuk Ijarah and/or Class D Sukuk Ijarah have been issued in the market for at least a period of two (2) years; and (b) at least one (1) annual rating review in respect of such Senior Class and/or Class D Sukuk Ijarah has been conducted and completed after 1 January Senior Class and Class D Sukuk Ijarah Sale Undertaking All Senior Class Sukuk Ijarah and Class D Sukuk Ijarah are issued subject to the relevant Sukukholders overriding obligation to sell the respective Senior Class Sukuk Ijarah and Class D Sukuk Ijarah (if called upon to do so by the Sale Undertaking Party) on or after the occurrence of a Trigger Event or an Event of Default or the Reinstatement Event (as defined in item (vi) above) pursuant to the Senior Class and Class D Sukuk Ijarah Sale Undertaking as referred to herein. Subject Matter of Undertaking All the outstanding Senior Class Sukuk Ijarah and Class D Sukuk Ijarah under the Sukuk Ijarah Programme. Senior Class and Class D Sukuk Ijarah Sale Undertaking Price An amount as shall be equivalent to the aggregate of the outstanding nominal value of the Senior Class Sukuk Ijarah and Class D Sukuk Ijarah payable and any corresponding outstanding Periodic Distributions (including late/default payment, Ta widh, if any) up to the Senior Class and Class D Sukuk Ijarah Sale Undertaking Settlement Date (as defined herein) and, where applicable, all amounts owing to the Guarantor arising from a claim under the Al-Kafalah Policy ( Senior Class and Class D Sukuk Ijarah Sale Undertaking Price ). Mechanism Upon the occurrence of a Trigger Event or an Event of Default or the Reinstatement Event, the Sukuk Trustee shall serve a written notice to the Sale Undertaking Party to inform the Sale Undertaking Party of the occurrence of any of such event and thereafter the Sale Undertaking Party may exercise the Senior Class and Class D Sukuk Ijarah Sale Undertaking by serving a notice ( Senior Class and Class D Sukuk Ijarah Sale Undertaking Exercise Notice ) within seven (7) business days (or such other period as may be mutually agreed between the Sukuk Trustee and Sale Undertaking Party) of the receipt of the relevant notice, to the Sukuk Trustee requesting for the sale of all the outstanding Senior Class Sukuk Ijarah and Class D Sukuk Ijarah at the Senior Class and Class D Sukuk Ijarah Sale Undertaking Price. Payment of the Senior Class and Class D Sukuk Ijarah Sale Undertaking Price is to be made to the Sukuk Trustee within fifteen (15) 12

13 business days (or such other period as may be mutually agreed between the Sukuk Trustee and the Sale Undertaking Party) from the date of the Sukuk Trustee s receipt of the Senior Class and Class D Sukuk Ijarah Sale Undertaking Exercise Notice ( Senior Class and Class D Sukuk Ijarah Sale Undertaking Settlement Date ). Proceeds from the exercise of the Senior Class and Class D Sukuk Ijarah Sale Undertaking shall be distributed to holders of the Senior Class Sukuk Ijarah and Class D Sukuk Ijarah respectively. Property Sale Undertaking The Issuer will grant (with the agreement of the Sukuk Trustee) a Sale Undertaking over the Property in favour of the Sale Undertaking Party ( Property Sale Undertaking ) which is exercisable: (i) at least three (3) months (or such other longer period as may be mutually agreed) prior to the Expected Maturity Date of any outstanding Senior Class Sukuk Ijarah; or (ii) on or after the occurrence of a Trigger Event or an Event of Default. Subject Matter of the Undertaking The Property. For an exercise pursuant to (i) above Property Sale Undertaking Price The higher of (i) the then prevailing market value of the Property and (ii) the aggregate of the Early Redemption Amount (as defined herein) of all outstanding Senior Class Sukuk Ijarah and the Class D Sukuk Ijarah and any accrued but unpaid Periodic Distribution of Senior Class Sukuk Ijarah and Class D Sukuk Ijarah up to Early Redemption Date ( Property Sale Undertaking Price ). Early Redemption Amount The Early Redemption Amount of the respective Sukuk Ijarah (excluding the Subordinated Class E Sukuk Ijarah) shall be calculated by the Facility Agent based on the following formula and the calculation of the Facility Agent shall be final and binding: ERA = where: NV ERP 100 NV = Aggregate Nominal Value of the relevant Sukuk Ijarah to be redeemed ERP = Early redemption price per RM100 (rounded to 2 decimal places) subject to a minimum of RM100, calculated as follows: ERP = 1 + YTM N 1 + T E + N k=1 100 Profit YTM 2 K 1 + T E S E 100 Profit 2 13

14 To calculate ERP, the following variables shall be used: Profit = profit rental rate of the relevant series at issuance YTM = lower of : (a) the yield to expected maturity/ mandatory prepayment of the relevant series at issuance; or (b) Reference Malaysian Government Securities ( MGS ) plus the following relevant premium rate ( Premium Rate ) for the relevant classes of Sukuk Ijarah. Classes Premium Rate (%) Class A Sukuk Ijarah 0.35 Class B Sukuk Ijarah 0.60 Class C Sukuk Ijarah 2.00 Class D Sukuk Ijarah 0.65 For avoidance of doubt, if the Early Redemption Date of a particular Sukuk Ijarah falls on the Expected Maturity Date or Class D Mandatory Prepayment Date, the yield to expected maturity/ mandatory prepayment of the relevant series at the issuance shall be used. Reference MGS shall be the MGS rate for the tenure which is equal to the remaining tenure of the relevant series to the Expected Maturity Date/ Class D Mandatory Prepayment Date and shall be determined from:- (1) the latest consolidated Government Securities Rates (Islamic) published by BNM weekly, two (2) business days prior to the Early Redemption Date (as defined herein); or (2) if (1) above is unavailable, the arithmetic average of the mid-rates quoted by any five (5) principal dealers, two (2) business days prior to Early Redemption Date and/or in the case where the rate for a particular tenure is not available directly, then such a rate shall be extrapolated on a linear basis using available arithmetic average mid-rates, provided that if the tenure of the relevant series is not an integer, the Reference MGS shall be the arithmetic mean of the rates of the two nearest tenures derived from (1) or (2) above. N T E = Number of Periodic Distribution Date between the Early Redemption Date and the Expected Maturity Date or Class D Mandatory Prepayment Date = Number of days from the Early Redemption Date to the date of the immediate next Periodic Distribution Date = Number of days between the immediate preceding Periodic Distribution Date from the Early Redemption Date to the date of the immediate next Periodic Distribution Date following the Early Redemption Date 14

15 S = Number of days from the Periodic Distribution Date immediately preceding the Early Redemption Date, to the Early Redemption Date Mechanism Mechanism for exercise (i) above, the Sale Undertaking Party may serve a notice to the Sukuk Trustee at least three (3) months before the Expected Maturity Date of any outstanding Senior Class Sukuk Ijarah (or such other longer period as may be mutually agreed) informing the Sukuk Trustee that it wishes to acquire the Property at the Property Sale Undertaking Price on that particular Expected Maturity Date of the particular Senior Class Sukuk Ijarah ( Early Redemption Date ). The Sukuk Trustee will in turn within seven (7) business days serve a notice to the Sukukholders and the Credit Rating Agency (as defined in Credit Ratings of Facility/ Programme under the Details of Facility/ Programme) informing them of the exercise of the Property Sale Undertaking. Completion of the sale and purchase pursuant to the exercise of the Property Sale Undertaking is subject to terms and conditions and conditions precedent to be agreed between the parties. Payment of the Property Sale Undertaking Price is to be made to the Sukuk Trustee at least two (2) business days before the Early Redemption Date. Proceeds from the sale of the Property pursuant the Property Sale Undertaking shall be distributed in the order of priority as set out in item (a)(e) of item (xxiv) of Other Terms and Conditions under the Details of Facility/ Programme. For an exercise pursuant to (ii) above Property Sale Undertaking Price The higher of (i) the then prevailing market value of the Property and (ii) the aggregate of all the outstanding principal of the Senior Class Sukuk Ijarah and the Class D Sukuk Ijarah payable and any corresponding outstanding Periodic Distributions (including late/default payment, Ta widh, if any) up to the Property Sale Undertaking Settlement Date and, where applicable, all amounts owing to the Guarantor arising from a claim under the Al-Kafalah Policy ( Property Sale Undertaking Price ). Mechanism Upon the occurrence of a Trigger Event or an Event of Default, the Sukuk Trustee shall serve a written notice to the Sale Undertaking Party to inform the Sale Undertaking Party of occurrence of such event and thereafter the Sale Undertaking Party may exercise the Property Sale Undertaking by serving a notice ( Property Sale Undertaking Exercise Notice ) within seven (7) business days (or such other period as may be mutually agreed between the Sukuk Trustee and the Sale Undertaking Party) of the receipt of the relevant notice, to the Sukuk Trustee. Upon serving the Property Sale Undertaking Exercise Notice, the Issuer may proceed to execute the sale and purchase agreement ( Sale Undertaking SPA ) in relation to the Property with the Sale Undertaking Party. Upon the Sale Undertaking SPA becoming unconditional or on such other date as the parties to the Sale Undertaking SPA deem fit, the Issuer shall serve an irrevocable written notice ( Property Sale Undertaking Settlement Notice ) to the Sukuk Trustee informing the payment settlement date of the Sale Undertaking SPA ( Property Sale 15

16 Undertaking Settlement Date ). The Property Sale Undertaking Settlement Notice must be served no less than three (3) business days prior to the Property Sale Undertaking Settlement Date. Proceeds from the sale of the Property pursuant to the Property Sale Undertaking shall be distributed in the order of priority as set out in item (a)(c) of item (xxiv) of Other Terms and Conditions under the Details of Facility/ Programme. For the avoidance of doubt, there shall be no limitation on the number of times the Sale Undertaking Party may exercise the Property Sale Undertaking within the tenure of the Sukuk Ijarah Programme so long as the Sale Undertaking SPA entered into pursuant to the exercise of the Property Sale Undertaking cannot be completed due to non-compliance of the conditions precedent stipulated therein. (xxiv) Details of designated accounts, if applicable, including: (a) names of account; (b) parties responsible for opening the account; (c) parties responsible for maintaining/ operating the account; (d) signatories to the account; (e) sources and utilisation funds; and (f) diagram illustrating the flow of monies and conditions for disbursement s; Designated Accounts (a) Revenue Account Name of account Revenue Account Opened/ to be opened by maintained/ operated or to be maintained by/ operated by Sources of funds Issuer Security Trustee The following shall be deposited into the Revenue Account:- (i) (ii) proceeds from the issuance of the Sukuk Ijarah, save and except for the following all of which may be paid directly to the relevant payees/accounts: (1) proceeds raised from the First Issuance to be utilised in accordance with item (iii) of Other Terms and Conditions under the Details of Facility/ Programme); and (2) proceeds raised from the subsequent issuance to refinance and/or prepay any Sukuk Ijarah on its respective Expected Maturity Date and/or Class D Mandatory Prepayment Date; all amounts (except for deposits received or to be received from the tenant(s) of the Property ( Deposits ) which are to be credited into the Deposits Account) received from the tenant(s) of the Property; (iii) (iv) proceeds from the sale of the Property; such portion of the insurance premium in respect of the Excluded Lots received from the 16

17 owners of the Excluded Lots; (v) (vi) all Takaful/insurance proceeds; all other amounts derived from the Property or any part thereof including any service charges; (vii) all proceeds from Permitted Investment, including profit therefrom; (viii) all amounts equivalent to the Deposits forfeited in accordance with the terms of the relevant tenancy agreement(s) transferred from the Deposits Account; (ix) funds from the Operating Account upon occurrence of an Event of Default or the Termination Event; (x) (xi) (xii) funds from the FSRA, the Class D finance service reserve account opened or to be opened by the Issuer and operated solely by the Security Trustee pursuant to the Al-Kafalah Facility ( Class D FSRA ), the PRA and the MRA upon occurrence of a Trigger Event or an Event of Default or the Termination Event; funds from the Operating Account, the FSRA, Class D FSRA the PRA and the MRA upon termination of the SPA due to the Reinstatement Event; funds in excess of the FSRA Requirement (as defined in item (c) below) and the Class D FSRA Requirement (as defined below); Class D FSRA Requirement means:- (i) an amount equivalent to the immediate next six (6) months Periodic Distribution payments of all the outstanding Class D Sukuk Ijarah from the proceeds raised from the Sukuk Ijarah Programme. Such amount shall be maintained throughout the tenure of the Class D Sukuk Ijarah; and (ii) in addition to the requirement under (i) above, an amount equivalent to the immediate next six (6) months Periodic Distribution payments of all the outstanding Class D Sukuk Ijarah which shall be built-up as follows:- (a) in respect of the first Periodic Distribution 17

18 period, an amount of one sixth (1/6) of the first Periodic Distribution of the Class D Sukuk Ijarah shall be deposited into the Class D FSRA on a monthly basis commencing from the issue date of the Class D Sukuk Ijarah and the last one sixth (1/6) Periodic Distribution build-up shall be deposited into the Class D FSRA one (1) month prior to the first Periodic Distribution Date of the Class D Sukuk Ijarah; (b) in respect of the subsequent Periodic Distribution period, an amount of one sixth (1/6) of one (1) Periodic Distribution of the Class D Sukuk Ijarah shall be deposited into the Class D FSRA on a monthly basis commencing from the preceding periodic distribution date of the Class D Sukuk Ijarah and the last one sixth (1/6) Periodic Distribution build-up shall be deposited into the Class D FSRA one (1) month prior to the relevant Periodic Distribution Date of the Class D Sukuk Ijarah; and (iii) save and except for the first guarantee premium, an amount equivalent to the next twelve (12) months guarantee premium by way of built up progressively over six (6) instalments which is one sixth (1/6) every month commencing seventh (7 th ) month prior to the next guarantee premium payment date. (xiii) any other monies received by and/or paid to the Issuer from time to time. Utilisation Funds of Funds in the Revenue Account shall be applied in the following order of priority:- (A) prior to the occurrence of a Trigger Event or an Event of Default or the Termination Event or the Reinstatement Event:- (a) payments of/set aside such amount necessary to meet the payment of any taxes falling due and payable; (b) (c) contributions to the FSRA; contributions to the Operating Account to meet payments in accordance with the Budget Report; 18

19 (d) (e) (f) (g) (h) (i) (j) (k) (l) payments of all fees and expenses payable by the Issuer (other than fees and expenses set out in the Operating Account) including but not limited to fees, costs, charges, expenses and liabilities incurred by, and all other amounts then due to the Sukuk Trustee, the Security Trustee, the Facility Agent, the Administrator, the Servicer, the solicitors and expenses of the Issuer and tax agents and audit fees of the Issuer; payments in order to meet the Issuer s payment obligations in respect of any Periodic Distribution falling due and payable under the Senior Class Sukuk Ijarah in descending order of priority; payments in order to meet the Issuer s payment obligations in respect of principal payments falling due and payable under the Senior Class Sukuk Ijarah in descending order of priority; contributions to the Class D FSRA; payments in order to meet the Issuer s payment obligations in respect of any guarantee premium due and payable to the Guarantor under the Al-Kafalah Facility; payments in order to meet the Issuer s payment obligations in respect of any Periodic Distribution falling due and payable under the Class D Sukuk Ijarah; payments in order to meet the Issuer s payment obligations in respect of principal payments falling due and payable under the Class D Sukuk Ijarah; contributions to the PRA; payments in order to meet the Issuer s payment obligations in respect of any accrued and unpaid Periodic Distribution falling due and payable under the Subordinated Class E Sukuk Ijarah; (m) payments of dividends on the RPS (if any) in accordance with the terms of the RPS (if any); 19

20 (n) (o) payments for investments in the Permitted Investment; and upon expiry or termination of the Sukuk Ijarah Programme and full redemption of all Senior Class Sukuk Ijarah and Class D Sukuk Ijarah:- (i) payments in order to meet the Issuer s obligations in respect of principal payments falling due and payable under the Subordinated Class E Sukuk Ijarah; (ii) payments of/set aside such amount necessary to meet the payment of all fees, costs and expenses incurred or to be incurred in connection with or incidental to the winding up of the Issuer; (iii) redemption of all the outstanding RPS (if any); and (iv) payment of bonus fee to the Servicer. (B) upon occurrence of a Trigger Event:- (a) payments of/set aside such amount necessary to meet the payment of any taxes falling due and payable; (b) (c) (d) contributions to the Operating Account to meet payments in accordance with the Budget Report. No further contributions to the Operating Account will be made upon completion of the disposal of the Property pursuant to the exercise of the Power of Attorney by the Security Trustee; payments of all fees and expenses payable by the Issuer (other than fees and expenses set out in the Operating Account) including but not limited to fees, costs, charges, expenses and liabilities incurred by, and all other amounts then due to the Sukuk Trustee, the Security Trustee, the Facility Agent, the Administrator, the Servicer, the solicitors and expenses of the Issuer and tax agents and audit fees of the Issuer; payments in order to meet the Issuer s 20

21 payment obligations in respect of any Periodic Distribution falling due and payable in full under the Senior Class Sukuk Ijarah in descending order of priority; (e) (f) where applicable, payments in order to meet the Issuer s payment obligations in respect of any guarantee premium due and payable to the Guarantor under the Al-Kafalah Facility; and payments in order to meet the Issuer s payment obligations in respect of any Periodic Distribution falling due and payable under the Class D Sukuk Ijarah; In the event there is excess funds in the Revenue Account after all monies payable under the Senior Class Sukuk Ijarah and the Class D Sukuk Ijarah have been fully satisfied, the excess funds shall be applied in the following order of priority:- (aa) (bb) payments in order to meet the Issuer s payment obligations in respect of any accrued and unpaid Periodic Distribution falling due and payable under the Subordinated Class E Sukuk Ijarah; payments in order to meet the Issuer s payment obligations in respect of principal payments falling due and payable under the Subordinated Class E Sukuk Ijarah; (cc) payments of/set aside such amount necessary to meet the payment of all fees, costs and expenses incurred or to be incurred in connection with or incidental to the winding up of the Issuer; (dd) payments for investments in the Permitted Investment; (ee) payments of dividends on the RPS (if any); (ff) redemption of all the outstanding RPS (if any); and (gg) payment of bonus fee to the Servicer. (C) upon occurrence of an Event of Default or the 21

22 Termination Event:- (a) payments of/set aside such amount necessary to meet the payment of any taxes falling due and payable; (b) payments of all fees and expenses payable by the Issuer including, but not limited to fees, costs, charges, expenses and liabilities incurred by, and all other amounts then due to the following parties:- (i) the Central Securities Depository s and the Paying Agent s fees and expenses; (ii) the Sukuk Trustee s fees and expenses; (iii) the Security Trustee s fees and expenses; (iv) the Facility Agent s fees and expenses; (v) the Administrator s fees and expenses; (vi) any other fees and expenses due to or incurred by other parties in relation to the Sukuk Ijarah Programme (including the Servicer s fees); and (c) payments in order to meet the Issuer s payment obligations in respect of any Periodic Distribution and principal payments falling due and payable under the Senior Class Sukuk Ijarah in descending order of priority; In the event there is excess funds in the Revenue Account after all monies payable under the Senior Class Sukuk Ijarah have been fully satisfied, the excess funds shall be applied in the following order of priority:- (aa) where applicable, payments in order to meet the Issuer s payment obligations in respect of any guarantee premium due and payable to the Guarantor under the Al-Kafalah Facility; 22