OILCORP BERHAD UP TO RM70.0 MILLION MURABAHAH UNDERWRITTEN NOTES ISSUANCE FACILITY / ISLAMIC MEDIUM TERM NOTES ( MUNIF/IMTN )

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1 (1) BACKGROUND INFORMATION (a) Issuer (i) Name : OilCorp Berhad ( OilCorp ) (ii) Address : No.2-2, Jalan SS6/6 Kelana Jaya Petaling Jaya Selangor (iii) (iv) Business Registration No. Date/Place of Incorporation : T : 12 July 2001, Kuala Lumpur (v) Date of Listing : 5 August 2003 (vi) Status : Resident controlled company Non-Bumiputera controlled company (vii) Principal Activities : Investment holding (viii) Board of Directors as at 8 June 2004 : i) Tan Sri Dato Seri (Dr) Haji Abu Hassan bin Haji Omar ii) Ng Huat Tian iii) Pua Yow Liang iv) Ang Choon Hug v) Mohamed Hazali bin Tan Sri (Dr) Haji Abu Hassan Non-Executive and Non- Independent Chairman Group Managing Director Executive Director Executive Director Executive Director

2 vi) Ng Huat Chai vii) Cho Nam Sang viii) Francis Ng Executive Director Independent Non-Executive Director Independent Non-Executive Director (ix) Structure of Shareholdings : Substantial shareholders as at 6 August 2004 Direct share holding % Indirect share holding % 1) Haji Ahmad bin Jamaludin 6 2) Ng Huat Tian 39,515, , ) Pramaddun 33,944, Holdings Sdn Bhd 4) Azaruddin bin ,944, Haji Ahmad 3 5) Ng Huat Chai ,898, ) Ng Siok Meng ,898, (x) Authorised and Paid-Up Capital Note: 1) Deemed interest by virtue of his major shareholding in Pramaddun Holdings Sdn Bhd. 2) Deemed interest by virtue of his relationship with his wife, Chye Chin Mooi. 3) Deemed interest by virtue of his relationship with his father, Haji Ahmad bin Jamaludin. 4) Deemed interest by virtue of his relationship with his brother, Ng Huat Tian. 5) Deemed interest by virtue of his relationship with his brother, Ng Huat Tian. 6) Deceased. His estate is currently under administration. : Authorised capital as at 5 May 2004 RM200,000,000 comprising 200,000,000 ordinary shares of RM1.00 each

3 (2) PRINCIPAL TERMS AND CONDITIONS Paid-up capital as at 5 May 2004 RM151,600,002 comprising 151,600,002 ordinary shares of RM1.00 each (a) Names of parties involved in the proposed transaction (i) Principal Adviser(s) / Lead Arranger(s) (ii) Arranger(s) (iii) Valuers (iv) Solicitors (v) Financial Adviser (vi) Technical Adviser (vii) Guarantor (viii) Trustee (ix) Facility Agent : Amanah Short Deposits Berhad (5305-U) ( ASD ) : Not applicable : (1) Khong & Jaafar Sdn Bhd (31218-T) (2) Colliers Jordan Lee & Jaafar (JH) Sdn Bhd ( K) : Messrs Raslan Loong : Mulpha Capital Markets Sdn Bhd ( W) ( MCM ) : Not applicable : Not applicable : OSK-Signet Trustees Berhad ( U) : ASD

4 (x) Primary Subscriber(s) and Amount subscribed (xi) Underwriter(s) and amount underwritten : Not applicable : Facility Underwriter Amount Underwritten MUNIF ASD up to RM70.0 Million IMTN Not applicable Not applicable The Underwriter(s) may sell down its underwriting commitment to other financial institutions during the tenure of the MUNIF/IMTN. The underwriting commitment will be reduced accordingly based on the Reduction Schedule (as defined herein). (xii) Syariah Adviser (xiii) Central Depository (xiv) Paying Agent (xv) Reporting Accountant (xvi) Others (please specify) : Assoc. Prof Dr. Mohd Daud Bakar : ASD : ASD : Monteiro & Heng (AF 0117) : Not applicable (b) Principle : Islamic (c) Facility Description : The Murabahah Underwritten Notes Issuance Facility ( MUNIF ) is a short term note whilst the Islamic Medium Term Notes ( IMTN ) is a medium term note. The MUNIF/IMTN applies the underlying Syariah principle of Murabahah which is an agreement that

5 (d) Issue Size (RM) : Up to RM70.0 Million. refers to the sale and purchase transaction for the financing of an asset on a deferred payment basis with a pre-agreed payment period and agreed mark-up. The Selling Price will include a profit margin. The Underwriter(s) and/or Tender Panel Members ( TPM ) and/or eligible investors shall first purchase the Assets from the registered owners, which are subsidiaries of the Issuer at the Purchase Price. The Underwriter(s) and/or TPM shall thereafter sell the Assets to the Issuer at a Selling Price comprising the original Purchase Price and a profit margin at a Profit Rate agreed between the Issuer and the Underwriter(s) and/or TPM on a deferred payment basis. Thereafter, the Issuer shall subsequently sell the Assets to the said registered owner at a price which is equivalent to the Purchase Price. The registered owners shall instruct the Underwriter(s) and/or TPM to pay the Purchase Price directly to the Issuer on the basis of an assignment of debt (hawalah). The obligation of the Issuer to pay the Selling Price shall be evidenced through the issuance of the negotiable and non-interest bearing promissory notes ( MUNIF/IMTN Notes ) under the MUNIF/IMTN which the Issuer shall redeem on the respective maturity dates. Depending on the value of the Assets and to comply with the Syariah principles, the full amount of the MUNIF/IMTN may not be drawndown at once.

6 (e) Issue Price (RM) : MUNIF The MUNIF Notes will be issued at a discount to face value. The Purchase Price shall be based on bids submitted by the TPM for the purchase of the Assets. The determination of the Purchase Price shall be computed in accordance with the following formula:- P = SP x 1 ( r x d ) where : P = Purchase Price SP = Selling Price being the face value / nominal value r = The applicable yield/rate expected (in percent per annum) d = The number of days in the tenor of the MUNIF Notes (which shall include the issue date but shall exclude the maturity date) IMTN The IMTN Notes shall be issued at par, premium or at a discount to face amount. (i) In the case of IMTN Notes issued at par, premium or at a discount, the amount conclusively determined by the Facility Agent ( FA ) to be equal to: = = Discounted Value of Redemption Value At Maturity RV 1 + r 200 N 1+ T/E + + Discounted of Stream Profit N = K Value of Payments P/2 r 200 K 1+ T/E

7 where, FV = Face Value of that IMTN Note; RV = Redemption value (= FV, if redemption is at par) P r N T E = profit rate; = Market yield for a similar maturity period = Number of semi-annual profit payments between the value date and maturity date. = Number of days from the value date to the next Profit Payment Date. = Number of days in an coupon period in which settlement takes place (ii) In the case of an IMTN Note issued at a discount (zero coupon), the amount conclusively determined by the FA to be equal to: where NV = (1+ r/200) N 1+ T/E NV = the Nominal Value; r N T = the applicable rate at which the offer was accepted (expressed to three decimal places); = number of semi-annual profit payments between the value date and the maturity date; = Number of days from the value date to the next semi annual profit date;

8 E = Number of days in the assumed first normal profit period of six (6) months (f) (g) (h) Tenor of the facility/issue Profit or equivalent rate (%) Profit payment frequency : Seven (7) years from date of the first issuance of MUNIF/IMTN Notes under the MUNIF/IMTN. MUNIF The MUNIF Notes shall be issued for maturities of one (1), two (2), three (3), six (6), nine (9) or twelve (12) months, at the option of the Issuer. IMTN IMTN Notes can be issued for maturity of one (1) year and up to seven (7) years at the option of the Issuer. In any event, the maturity dates and the issue size of the MUNIF/IMTN Notes shall be subject to the Reduction Schedule. : Profit rate or its equivalent rate will only be known on the proposed issue day/tender day when the Issuer confirms the acceptance of the allocated tender bids / private placement. : MUNIF The frequency of profit payment is dependent on the frequency of issuance of MUNIF Notes by the Issuer for maturities of one (1), two (2), three (3), six (6), nine (9) or twelve (12) months at a discounted basis, which shall be payable in arrears upon the respective maturity dates of the MUNIF Notes. IMTN The frequency of profit payment is dependent on the tenor of issuance of IMTN Notes by the Issuer. The

9 profit payment under the IMTN shall be payable semiannually in arrears with the last profit payment to be made on the respective maturity date. (i) (j) Profit payment basis Yield to Maturity (%) : MUNIF Actual number of days elapsed on a 365 days basis. IMTN The profit will be calculated on an actual/actual basis : The Yield To Maturity will only be known on the proposed issue day/tender day when Issuer confirms the acceptance of the allocated tender bids / private placement. (k) Security / Collateral : The holders of the MUNIF/IMTN Notes will share the following security on a pari passu basis:- i) Third party first legal charge under the National Land Code, 1965 executed by Oil-Line Fabricators Sdn Bhd ( OLF ) over the land and buildings including a fabrication yard held under HS(D) No , PT 90866, Seksyen 1, Mukim and District of Klang, Selangor ( Pulau Indah property ); ii) Third party first legal charge under the National Land Code, 1965 executed by Ascentland Sdn Bhd ( ASB ) over a club house and a water theme park, together with the land on which the said buildings are constructed, held under H.S. (D): 29491, No. PT 5454 and H.S. (D): 29494, No. PT 5456 respectively (formerly known as Lot Nos. 2107, 2115 and 2116), Mukim of Pasir Panjang, District of Port Dickson, Negeri

10 Sembilan ( PD Tiara Bay Property ); iii) iv) Third party first legal charge under the National Land Code, 1965 executed by Ascentland Sdn Bhd ( ASB ) over 13 Shop Lots held under title no. H.S. (D): 29477, No. PT 5439, H.S. (D): 29478, No. PT 5440, H.S. (D): 29480, No. PT 5442, H.S. (D): 29481, No. PT 5443, H.S. (D): 29482, No. PT 5444, H.S. (D): 29483, No. PT 5445, H.S. (D): 29484, No. PT 5446, H.S. (D): 29485, No. PT 5447, H.S. (D): 29486, No. PT 5448, H.S. (D): 29487, No. PT 5449, H.S. (D): 29488, No. PT 5450, H.S. (D): 29489, No. PT 5451 and H.S. (D): 29490, No. PT 5452, Mukim of Pasir Panjang, District of Port Dickson, Negeri Sembilan. ( PD Tiara Bay Shop Lots ); Assignment over the Designated Accounts and monies standing to the credit of the accounts including the Permitted Investments from the Designated Accounts in favour of the Trustee. (l) Details on utilisation of proceeds : Proceeds from the MUNIF/IMTN shall be utilized for the following purposes: - Purpose RM 1) To refinance and repay the existing loan facilities of Oilcorp 50,000,000 and its subsidiaries ( the Group ); 2) Capital expenditure purposes of 10,000,000 the Group; 3) Working Capital purposes of the 8,100,000 Group; and 4) Payment of Fees and Expenses 1,900,000

11 Notes: (m) Sinking Fund : Not applicable for the MUNIF/IMTN ; Total 70,000,000 1) Utilisation of proceeds for the working capital requirements shall not be utilized for any purposes as listed under the Negative List issued by the National Bond Market Committee. 2) Due to the running balances of the existing loan facilities, the amounts in item (1) shall be up to the above stated amount. 3) Any proceeds of the MUNIF/IMTN not fully utilized for repayment of the existing loan facilities under item (1) above shall then be allocated for working capital. In such event, the amount allocated for the working capital purposes shall be adjusted accordingly. 4) Once the Notes have been issued for the purposes set out in (1) to (4) above, OilCorp may issue new Notes to either redeem the outstanding Notes or to finance the working capital requirements of OilCorp and/or its subsidiaries. (n) Rating : Facility Credit Rating Assigned (Indicative) MUNIF MARC-2 IMTN A ID Name of Rating Agency Malaysian Rating Corporation Berhad ( MARC ) (o) Form and Denomination : The MUNIF/IMTN Notes shall be represented by Global Certificates in bearer form and issued in denomination

12 of RM1,000,000 or any integral multiples thereof. The MUNIF/IMTN Notes shall be deposited with the Central Depository and are exchangeable for Definitive Certificates only in certain limited circumstances. No physical delivery of the Global Certificates will be made. (p) Mode of Issue : MUNIF Tender without prospectus with the TPM and/or private placement via the Rules on Fully Automated System For Issuing / Tendering ( FAST ) by Bank Negara Malaysia ( BNM ). IMTN Tender and/or private placement through FAST. (q) Selling Restriction : The MUNIF/IMTN Notes may not be offered or sold directly or indirectly, nor may any document or other material in connection therewith be distributed in Malaysia, other than to persons whose ordinary business is to buy or sell shares and debentures, whether as principal or agent falling within any of the categories of persons specified in Schedules 2, 3 and 5 of the Securities Commission Act of Malaysia ( SCA ). (r) Listing Status : The MUNIF/IMTN Notes shall not be listed on the Bursa Malaysia Securities Berhad or on any other stock exchange. (s) Minimum Level of Subscription (RM or %) : MUNIF Not applicable. The MUNIF is to be fully underwritten. IMTN 30% of each issuance of IMTN Notes.

13 (t) (u) Other regulatory approvals required Additional Information for Islamic PDS : Not applicable : Islamic principle Murabahah Identified Asset(s) for Sale and Purchase The Assets held by the Registered Owners, which are subsidiaries of the Issuer are as follows: Identified Assets ( Assets ) 1) PD Tiara Bay club house developed on land held under H.S. (D): 29491, No. PT 5454 (formerly known as Lot Nos. 2107, 2115 and 2116), Mukim Pasir Panjang, District of Port Dickson, Negeri Sembilan ( Club house ) 2) PD Tiara Bay water theme park erected on land held under H.S. (D): 29494, No. PT 5456 (formerly known as Lot Nos. 2107, 2115 and 2116), Mukim Pasir Panjang, District of Port Dickson, Negeri Registered Owner(s) Market Value as at 11 July 2005 (RM) ASB 7,500,000 ASB 18,500,000

14 Sembilan Park ) ( Theme 3) PD Tiara Bay 13 units of Shop Lots held under title no. H.S. (D): 29477, No. PT 5439, H.S. (D): 29478, No. PT 5440, H.S. (D): 29480, No. PT 5442, H.S. (D): 29481, No. PT 5443, H.S. (D): 29482, No. PT 5444, H.S. (D): 29483, No. PT 5445, H.S. (D): 29484, No. PT 5446, H.S. (D): 29485, No. PT 5447, H.S. (D): 29486, No. PT 5448, H.S. (D): 29487, No. PT 5449, H.S. (D): 29488, No. PT 5450, H.S. (D): 29489, No. PT 5451 and H.S. (D): 29490, No. PT 5452, Mukim Pasir Panjang, District of Port Dickson, Negeri Sembilan ( Shop Lots ) 4) Pulau Indah fabrication yard developed on land held under HS(D) No , PT 90866, Seksyen 1, Mukim and District of Klang, ASB 3,500,000 OLF 50,000,000 (updated valuation on 12 August 2005)

15 Selangor ( Pulau Indah property ) Total 79,500,000 If the amount to be issued under the MUNIF/IMTN is higher than the value of the Assets, there will be multiple contracts involved in the sale and purchase transaction based on the Syariah principles in accordance with the Securities Commission s Syariah Advisory Council Pricing Guidelines ( SAC s Pricing Guidelines ). Subject to the approval of the Syariah Adviser and the Lead Arranger, these Assets may be substituted with such other assets which shall then form the Assets to be made available for the purposes of the MUNIF/IMTN. Purchase and selling price / rental (where applicable) Purchase Price As per Clause No.2(e) above The purchase price for the Assets shall at all times during the tenure of the MUNIF/IMTN be in compliance with the SAC s Pricing Guidelines. Selling Price The Selling Price shall be made up of the Purchase Price and a profit margin agreed between the Issuer and the Underwriter(s) and/or TPMs. The Purchase Price shall not exceed the Selling Price. MUNIF The Selling Price for the MUNIF shall be evidenced by

16 the issuance of Primary Notes which is payable in full by the Issuer on the maturity dates. IMTN The Selling Price for the IMTN shall be evidenced by the issuance of Primary Notes and the non-detachable Secondary Notes (if applicable), which represents the profit portion of the Selling Price. (v) Conditions Precedent : The issuance of the MUNIF/IMTN shall be subject but not limited to the following: i) The MUNIF/IMTN shall be subject to the approval of SC and/or other relevant authorities, if applicable. Copies of the approvals are to be made available to the Lead Arranger; ii) iii) iv) Certified true copy of the Board of Directors Resolution of the Issuer authorising the acceptance of the MUNIF/IMTN and the appointment of authorised signatories to accept and operate the MUNIF/IMTN and to execute the relevant documents relating to the MUNIF/IMTN ; All security documents, being in form and content satisfactory to the subscriber(s)/financier(s) and in full force and effect, all condition precedent thereto having been satisfied and all associated notices, acknowledgments, registrations, filing etc. having been made; Issuer shall have furnished the Lead Arranger with a certified true copy of its Memorandum

17 and Articles of Association together with Forms 24 and 49; v) All due diligence exercises deemed necessary under the Private Debt Securities Guidelines issued by the relevant authorities have been undertaken / conducted to the satisfaction of the Lead Arranger; vi) vii) viii) ix) Receipt of consent from the Selangor State Authority for the creation of the legal charge under the National Land Code, 1965 by OLF over the Pulau Indah property; Receipt of the letter of consent (in form and substance acceptable to the Lead Arranger) from the financiers of the existing loan facilities consenting to the sale and purchase transaction of the Assets by OilCorp under the MUNIF/IMTN; Receipt of an endorsement / approval from the Syariah Advisor in respect of the MUNIF/IMTN; All necessary corporate and other required approvals and authorisation and consents shall have been secured with respect to the MUNIF/IMTN ; x) A written confirmation from MARC that the rating is at least MARC-2/A for the MUNIF/IMTN; xi) Written confirmation that the Issuer has opened the respective Designated Accounts based on the Syariah principles;

18 xii) xiii) xiv) xv) xvi) xvii) Receipt of redemption statements / letters of undertakings (in form and substance acceptable to the Lead Arranger) from the financiers of the existing loan facilities to be redeemed setting out the redemption sum due and undertaking to execute and discharge their existing security (if any); Evidence that all fees and expenses due in relation to the MUNIF/IMTN have been received by, or instructions have been given to the Trustee to pay such fees and expenses from the proceeds of the MUNIF/IMTN to, the relevant parties; Written confirmation from the Solicitors to the Facility Agent that all the conditions precedent have been complied with or waived; Legal opinion from the Solicitors confirming the legality, validity and enforceability of the Issue Documents; Confirmation from the Issuer that no event of default has occurred or is continuing or will occur as a result of issuance of the MUNIF/IMTN; and Any other conditions as may be advised by the Lead Arranger s solicitors. (w) Representations and Warranties : As long as any of the MUNIF/IMTN Notes remain outstanding the Issuer shall represent and warrant to the Trustee, that:

19 (i) (ii) Status: The Issuer is a company duly established and existing under Malaysian law and it has the power and authority to enter into the business in which it is or proposes to be engaged; Powers: The Issuer has the power to enter into, exercise its rights under and perform its obligations under the respective documents relating to the MUNIF/IMTN ; (iii) Authorisations: All necessary actions, authorizations and consents required by that date under the respective documents relating to the MUNIF/IMTN have been taken, fulfilled and obtained and remain in full force and effect; (iv) (v) (vi) Non-violation: The Issuer s entry into, exercise of its rights under, and performance of the respective documents relating to the MUNIF/IMTN do not and will not violate any existing law or documents to which it is a party; Binding Obligation: The respective documents relating to the MUNIF/IMTN create valid and binding obligations which are enforceable on and against the Issuer and the relevant security parties; Security: The Issuer s assets and those of its subsidiaries (that shall form part of the Security) are free of all encumbrances except as disclosed; (vii) Accounts: The Issuer s audited accounts are prepared in accordance with generally accepted

20 accounting principles and standards; (viii) Litigation: No litigation or arbitration is current or, to the Issuer s knowledge, is threatened, which if adversely determined would have a material adverse effect on the ability of the Issuer or any of the security parties to comply with the respective documents relating to the MUNIF/IMTN; (ix) (x) Status of Notes: The Notes issued under the MUNIF/IMTN constitute direct, unconditional and secured obligations of the Issuer; and Such other representations and warranties as advised by the Lead Arranger, Syariah Advisor and the Lead Arranger s solicitors. (x) Events of Default : Standard Events of Default clauses shall apply, including but not limited to the following: i) Non-Payment: Failure by the Issuer to redeem any of the Notes under the MUNIF/IMTN upon maturity; ii) iii) iv) Fees: Failure by the Issuer to pay fees and other charges due under the MUNIF/IMTN; Cross-default: Where any other indebtedness of the Issuer becomes due and payable prior to its stated maturity or where the security created for any other indebtedness becomes enforceable; Winding Up: Where a winding up order has been made against the Issuer or a resolution to

21 wind up the Issuer has been passed; v) Section 176: Where a scheme of arrangement under section 176 of the Companies Act 1965 has been instituted by or in respect of the Issuer; vi) vii) viii) ix) Appointment of receiver, legal process: where a receiver has been appointed over the whole or a substantial part of the assets of the Issuer; Breach of Obligation: Where the Issuer fails to observe or perform the obligations under any Issue Documents or any undertaking or arrangement entered by the Issuer in connection therewith, and where there is failure by the Issuer to remedy such failure within the agreed cure period; Authorisation: where there is a revocation, withholding or modification of a licence, authorization or approval that impairs or prejudices the Issuer s ability to comply with the terms and conditions of the debentures or the provisions of the trust deed or any other document relating to the issue, offer or invitation in respect of the debentures; Ineffective or invalid provision: any material provision of the Issue Documents is or becomes, for any reason, invalid, illegal, void or unenforceable or if any law is brought into effect which would prevent the Issuer from performing any of their obligations thereunder;

22 x) Insolvency: The Issuer becomes unable to pay its debt within the meaning of section 218(2) of the Companies Act, 1965 or becomes unable to pay its debts as they fall due or suspends or threatens to suspend making payments with respect to all or any class of its debts; xi) xii) Change in Condition: Material adverse change in the condition (financial or otherwise) of the Issuer or any security party; Such other events and default as advised by the Lead Arranger, Syariah Advisor and the Lead Arranger s solicitors. (y) Principal terms and conditions for warrants Should an Event of Default occur, the Noteholders shall have recourse to the Security/Collateral as set out in Item 2(k) of this. Not applicable (z) Other Principal Terms And Conditions For The Issue (z) 1 Underwriting Fee MUNIF The Underwriting Fee for the MUNIF shall be payable on each Underwriter s commitment amount based on ratings by MARC as follows:- MARC-1 : 0.50% p.a. MARC-2 : 0.75% p.a. Should the MUNIF be downgraded below MARC-2, the underwriting commitment of the Underwriters shall no longer be applicable.

23 IMTN Not applicable (z) 2 Underwriting Rate MUNIF The Underwriters Rate for the MUNIF shall be based on ratings by MARC as follows: - MARC-1 : 0.50% + COF MARC-2 : 0.75% + COF COF is hereby defined as the average cost of borrowings of the respective Underwriter(s) for the relevant period of maturity in addition to which shall be added the cost of maintaining Statutory Reserves and Liquid Assets (if applicable) and/or complying with any other requirements as may from time to time be imposed by BNM or any other regulatory authorities. Should the MUNIF be downgraded below MARC-2, the underwriting commitment of the Underwriters shall no longer be applicable. (z) 3 Designated Accounts IMTN Not applicable DESIGNATED ACCOUNTS The Issuer is required to open and maintain the following Designated Accounts with an appointed bank acceptable to the Trustee:- i) Disbursement Accounts ( DA ); and ii) Finance Service Reserve Account ( FSRA ). Upon enforcement of the Security, holders of the MUNIF/IMTN Notes shall have priority in respect of amounts standing to the credit of the DA and the

24 FSRA. Save for the occurrence of an event of default, application of funds in the DA and FSRA are set out below. All the abovementioned accounts shall be operated in compliance with the Syariah principles. DISBURSEMENT ACCOUNTS ( DA ) The Issuer is required to open and maintain the following accounts with a bank acceptable to the Trustee. Proceeds from the MUNIF/IMTN shall be remitted into DA and shall be utilized in accordance with the purpose as mentioned in Clause 2(l). Drawing from the DA may be made by the Issuer in accordance with the following principal provisions: - (a) (b) (c) Repayment of bank borrowings Drawdowns shall be against redemption letters and letters of undertaking acceptable to the Lead Arranger and the Trustee; Capital expenditure / Working Capital Drawdowns shall be against a written request setting out the purpose and the amount to be withdrawn together with such supporting documentary evidence, in form and substance acceptable to the Trustee; and Five (5) business days written notice to the Trustee The DA shall be operated solely by the Trustee or such other person appointed by the Trustee. FINANCE SERVICE RESERVE ACCOUNT ( FSRA ) The Issuer shall open and maintain a Finance Service Reserve Account ( FSRA ).

25 The Issuer has the obligation to maintain the following Required Minimum Balances in the FSRA for the followings periods: - Period Required Minimum Balance MUNIF (a) Six (6) months prior to the Reduction Date as per Reduction Schedule 20% of the nominal value of outstanding MUNIF/IMTN Notes as per Reduction Schedule (b) Three (3) months prior to the Reduction Date as per Reduction Schedule 50% of the nominal value of outstanding MUNIF/IMTN Notes as per Reduction Schedule (c) One (1) month prior to the Reduction Date as per Reduction Schedule 100% of the nominal value of outstanding MUNIF/IMTN Notes as per Reduction Schedule IMTN (d) Three (3) months prior to maturity date of the primary IMTN 50% of the nominal value of outstanding primary IMTNs (if any) Notes (if any) (e) One (1) month prior to maturity date of the primary IMTN Notes 100% of the nominal value of outstanding primary IMTNs (if any) (if any) (f) At all times At least one (1) profit payment of all outstanding IMTNs (if any) In the event the Required Minimum Balance is not met according to the above schedule, the Issuer is required to remedy the shortfall within a period of one (1) month. Failure to remedy the shortfall shall

26 constitute an event of default. Monies in the FSRA shall be utilized to redeem the matured MUNIF/IMTN Notes (if any) and for the purpose of Permitted Investments. Placement of such funds shall be in accordance with clauses under the Permitted Investments ; The FSRA shall be operated solely by the Trustee or such other person(s) appointed by the Trustee. (z) 4 (z) 5 Reduction Schedule Financial Covenants MUNIF/IMTN The MUNIF/IMTN facility amount shall be reduced in the following manner: - Reduction Date from the date of the first issue Amount (RM Million) MUNIF/IMTN Limit (RM Million) Fifth (5 th ) year Sixth (6 th ) year Seventh (7 th ) year Total 70.0 : (a) Finance/Equity Ratio: maintain the finance to equity ratio at the consolidated group level ( FE Ratio ) at not more than 2.5:1.0 times, subject however that in the event the Issuer intends to incur additional debt which would increase its FE Ratio to exceed 1.50:1.0 times, the Issuer must comply with the following condition prior to its drawdown of the additional debt: (i) the additional debt must be used for new project(s); and

27 (ii) the Issuer must notify the Trustee and Facility Agent of the Issuer s new project(s) and provide details of the project(s) as may be requested by the Trustee and/or Facility Agent. The consent of the holders of the MUNIF/IMTN shall be sought prior to the acceptance of any borrowings which would result in a breach of the said finance to equity ratio of 2.5:1.0. (b) Finance Service Cover Ratio: maintain a minimum finance service cover ratio ( FSCR ) at the consolidated group level of 1.5 times. (z) 6 Covenants : Positive : As long as any of the MUNIF/IMTN remain outstanding the Issuer will covenant and undertake to the Trustee that it will: (a) (b) (c) Conduct of Business: carry on and operate its business and affairs with due diligence and ensure that all necessary approvals or relevant licences are obtained and will ensure all of the same for its subsidiaries; Preparation of Accounts: keep proper books and accounts at all times and provide the Trustee or its agents access to such books and accounts; Information: deliver to the Trustee: (i) within 180 days after the end of each of its financial periods copies of its audited financial statements;

28 (ii) (iii) within 60 days after the end of each half of its financial periods copies of its unaudited financial statements; all notices or other documents in relation to the MUNIF/IMTN, despatched by the Issuer to its shareholders or its creditors generally; (iv) such additional financial or other information as the Trustee may from time to time reasonably request or may require to the extent permitted by law; (v) a certificate of the Issuer annually, certifying that: (1) the Issuer has observed and performed all the relevant covenants and obligations; (2) no Event of Default has occurred since the first issue date and if an Event of Default has occurred or did exist since the first issue date, the details of such Event of Default; (c) (d) (e) Obligations: perform and carry out all and any of its obligations under the all documents relating to the issue of the MUNIF/IMTN; Paying Agent: maintain a Paying Agent in Malaysia at all times; Event of Default: notify the Trustee if the Issuer becomes aware of the occurrence of an Event of

29 Default; (f) Notification: (i) (ii) procure the Paying Agent to notify the Trustee if the amounts received by the Paying Agent from the Issuer pursuant to the Issue Documents are insufficient to satisfy all payments then due in respect of the MUNIF/IMTN ; notify the Trustee upon becoming aware of the following: (1) any substantial change in the nature of its business; (2) any change in its withholding tax position or taxing jurisdiction; (3) any change in the usage of the utilisation proceeds arising from the issuance of the MUNIF/IMTN ; (4) any other matter that may materially prejudice the interest of the holders of the MUNIF/IMTN ; (5) any circumstances that has occurred that would materially prejudice the Issuer; (g) Insurance Cover: maintain adequate insurance cover for all its charged and bridge financing development projects with an insurance company acceptable to the Trustee; (h) Subordination: cause and ensure that all and any advances by its shareholders/ directors/related companies or any inter-

30 company advances permitted (except for such advances in the ordinary course of business) are to be subordinated to its liabilities under the MUNIF/IMTN; (i) Dividends: cause and ensure that prior to declaration of any dividends of any kind of income and capital distribution, the Issuer shall ensure the following conditions: (i) (ii) (iii) (iv) All financial covenants and obligations in relation to the MUNIF/IMTN are complied with; The terms and conditions in the FSRA are complied; The FSCR on a consolidated group basis shall not be less than 1.75 times (predividend) and 1.50 times (post-dividend); and No Event of Default has occurred or will occur following such payments, under the MUNIF/IMTN; (j) Such other covenants as advised by the Lead Arranger, Syariah Advisor and the Lead Arranger s Solicitors. (z) 7 Covenants: Negative : As long as any of the MUNIF/IMTN Notes remain outstanding the Issuer shall not without the prior written consent of the Trustee: (a) Share Capital: reduce its authorised and/or issued shares save and except for any decrease

31 in its issued capital resulting from purchases or cancellation of its own shares pursuant to Section 67A of the Companies Act 1965; (b) Constitutional Documents: add to, delete, vary or amend its Memorandum and/or Articles of Association in any manner whatsoever which would materially and adversely affect the performance of the Issuer; (c) Borrowings: to create, incur, assume, guarantee or permit to exist any indebtedness of the Issuer and its subsidiaries except: i) Any indebtedness arising from the MUNIF/IMTN; ii) Any other indebtedness incurred in the ordinary course of the business of the Issuer and its subsidiaries subject to the Finance/Equity Ratio in compliance at all times; and iii) Any advances made to the Issuer by the directors or shareholders of the Company or any loan stock issued by the Company to its shareholders which are subordinated to the MUNIF/IMTN (d) (e) Negative Pledge: create or permit to exist over all or any part of its business or assets any mortgage, charge, pledge, lien, right of set off or any other security interest; Change in Nature of Business: change the nature of scope of its present business, suspend or threaten to suspend a substantial part of the business operations which it now conducts directly or indirectly, and the same shall apply in

32 respect of the subsidiaries; (f) (g) (h) Dissolution: dissolve its affairs or consolidate with or merge with any other person; Disposal of Assets: dispose of its assets (except in the ordinary course of business); Related Party Transactions: enter into a transaction, whether directly or indirectly with interested persons (including any director or substantial shareholder of the Issuer or with any director or substantial shareholder of any related company or associated company of the Issuer or persons connected with them) unless: (i) (ii) such transaction shall be on terms that are no less favourable to the Issuer than those which could have been obtained in a comparable transaction from persons who are not interested persons; with respect to transactions involving an aggregate payment or value equal to or greater than five per centum (5%) of the net tangible assets (based on the latest audited annual accounts) of the Issuer, or such other applicable percentage as may be stipulated in the Listing Requirement of the Bursa Malaysia, the Issuer obtains certification from an independent advisor that the transaction is carried out on fair and reasonable terms; PROVIDED THAT the Issuer certifies to the Trustee that the transaction complies with

33 paragraph (i), that the Issuer has received the certification referred to in paragraph (ii) (where applicable) and that the transaction has been approved by the majority of the board of directors or shareholders in general meeting as the case may require. (i) (j) (k) (l) Surrender rights etc.: surrender, transfer, assign, relinquish or otherwise dispose any of its rights and interest under the documents relating to the MUNIF/IMTN; Other Businesses: undertake or acquire any other business or subsidiaries that have a material adverse effect on its ability to honour its obligations under the MUNIF/IMTN; Loans: make any loans and/or advances or provide any form of guarantee in respect of any financing obtained by its associate and/or shareholders, save where the financing obtained by its associate is to be utilised in the ordinary course of business of the associate; and Such other covenants as advised by the Arranger, Syariah Advisor and the Arranger s solicitors. (z) 8 Permitted Investments : The Issuer shall be permitted from time to time to utilise funds held in the Designated Accounts to make Permitted Investments, provided that such funds utilised for Permitted Investments shall be remitted to the Designated Accounts in a timely manner to meet any payment obligations of the Issuer when due and payable. The Permitted Investments shall have a maturity date to match the utilisation of the monies, and

34 shall be denominated in Ringgit Malaysia. Upon maturity, the proceeds (i.e. principal plus profit) shall be remitted to the Designated Accounts. Permitted Investments shall mean :- i) deposits in income bearing accounts and negotiable certificates of deposits issued by licensed financial institutions (as defined in the Banking and Financial Institutions Act 1989); or ii) bonds, treasury bills or financial instruments issued by the Government; or iii) other finance or capital market instruments or private entities having: a) a maturity date no later than the maturity of the respective MUNIF/IMTN Notes; and b) in the case of only investments of the type referred to in paragraph (iii), a minimum rating of P1 / AA3 or MARC-1 / AA- as determined by Rating Agency Malaysia ( RAM ) or MARC respectively or a recognised rating agency or such other higher rating as is capable of being issued by the said rating agencies from time to time. n the event that such investment is downgraded to below P1 / AA3 or MARC-1 / AA-, whichever is applicable, such investment shall be disposed of within thirty (30) days upon the rating downgrade announcement. The types of investments must be from the list of investments allowed by the Syariah Advisory Council of SC and/or other recognised Syariah advisory authorities which are issued from time to time.

35 (z) 9 (z) 10 Issue Documents / Agreements Availability Period : Standard documentation for the MUNIF/IMTN, which would include, inter-alia:- (i) Asset Purchase Agreement; (ii) Asset Sale Agreement; (iii) Facility Agreement; (iv) Depository Agreement; (v) Tender Panel Agreement; (vi) Issuing and Paying Agency Agreement; (vii) Trust Deed; (viii) Security Documents; and (ix) Any other legal documentation as advised by the Lead Arranger s solicitors. : Upon completion of documentation and compliance of all relevant conditions to the satisfaction of the Lead Arranger, the MUNIF/IMTN Facility shall be issued within twenty four (24) months from the date of the Securities Commission s ( SC ) approval. The Issuer shall inform the Lead Arranger (in writing) forty five (45) business days before the expiry of the Availability Period of the MUNIF/IMTN Facility in the event that the Issuer is desirous to extend the Availability Period. If the Issuer fails to notify the Lead Arranger forty five (45) business days before the expiry of the Availability Period, the Lead Arranger shall have the sole discretion to apply to the SC for the extension of time. (z) 11 Expenses : All expenses incurred by the Lead Arranger / Financial Adviser / Facility Agent in connection with the negotiation and preparation of the MUNIF/IMTN (including professional fees for valuers, quantity surveyors, engineers and other professionals engaged for purposes of independent opinions and reporting on

36 behalf of the Noteholder(s) / Financier(s) and all legal fees and out-of-pocket expenses), together with the expenses of printing including any stamp duty payable thereon or on any issue / transfer thereof are for the account of the Issuer, even if the MUNIF/IMTN is subsequently aborted for any reasons whatsoever. (z) 12 Allocation : Notes issued shall be allocated to the TPM (unless directly placed) in order of descending price, subject to the acceptance of the Issuer. (z) 13 Compensation For Late Payments ( Ta Widh ) : In the event of overdue payment of any sums covenanted to be paid, the Issuer shall pay compensation on such overdue amounts at the rate and in the manner prescribed by SC s Syariah Advisory Council (or such other Syariah Advisory Council approved by SC) and duly endorsed by SC (z) 14 Taxes : All payments shall be made free and clear of all present and future taxes, duties, withholdings or other deductions whatsoever imposed by the Government or any political sub-division or tax authority thereof. (z) 15 Clear Market : From the date of the appointment of the Lead Arranger to the date falling sixty (60) days after the issue date, the Issuer will ensure that no other borrowings or debt instruments or securities issued or guaranteed by the Issuer or any of their subsidiaries or affiliates are either placed or syndicated, directly or on its behalf, in any manner which might, in the sole opinion of the Lead Arranger, have a detrimental effect on the successful placement of the Notes, without prior written consent of the Lead Arranger / Financial Adviser. This provision excludes permitted short-term bilateral transactions made in the ordinary course of business.

37 (z) 16 Market Out : 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 Notes, the Lead Arranger/ Underwriter(s) reserves the right to withdraw, cancel, terminate and/or restructure the arrangement of the Notes. (z) 17 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 Notes with any applicable direction, request or requirement (whether or not having the force of law) will impose on the Lead Arranger / Underwriter(s) any material condition burden or obligation then the commitment of the Lead Arranger / Underwriter(s) to the Notes will end upon notice to the Issuer of the happening of such events after becoming aware thereof. (z) 18 Governing Law Laws of Malaysia.