(iv) Solicitors : Messrs. Albar & Partners. (viii) Trustee : Mayban Trustees Berhad. : Not applicable. : Not applicable.

Transcription

1 PRINCIPAL TERMS AND CONDITIONS 2 Names of parties involved in the proposed transaction (i) Principal Adviser(s)/Lead Arranger(s) : Commerce International Merchant Bankers Berhad ("CIMB") and Alliance Merchant Bank Berhad ("Alliance Merchant"). (ii) Arranger : CIMB. (iii) Valuers : Not applicable. (iv) Solicitors : Messrs. Albar & Partners. (v) Financial Adviser : Not applicable. (vi) Technical Adviser : Not applicable. (vii) Guarantor : Not applicable. (viii) Trustee : Mayban Trustees Berhad. (ix) Facility Agent : CIMB. (x) (xi) Primary Subscriber(s) and amount subscribed (where applicable) Underwriter(s) and amount underwritten : To be subscribed by CIMB and Alliance Merchant equally. : Not applicable. (xii) Syariah Adviser (where applicable) : Not applicable. (xiii) Central Depository : Bank Negara Malaysia ( BNM ). (xiv) Paying Agent : BNM. (xv) Reporting Accountant : Not applicable. (xvi) Others : Monitoring Agent, Facility Agent and Calculation Agent CIMB. Joint Lead Managers - CIMB and Alliance Merchant

2 3 Principle (Conventional/ Islamic) : Conventional 4 Facility Description : Zero coupon Medium Term Notes ( MTN ) issuance programme ( Proposed MTN Programme ) of up to RM1.70 billion nominal value. Underlying Transaction (i) Pursuant to the contract dated 7 May 2003 between the Government of Malaysia (the Government ) and Gerbang Perdana Sdn Bhd ( Gerbang ) (including the supplemental contract(s) to be entered into by the same parties to facilitate the alteration of the payment terms to deferred mode) in respect of the CIQ Project (collectively referred to as JKR CIQ Contract ) wherein on a periodic basis and upon the Government s satisfaction of the work done for the CIQ Project, the Government shall endorse a facility payment certificate ("Facility Payment Certificate") with an interim certificate attached thereto ( Interim Certificate ) which Interim Certificate shall indicate the value of the progressive work done for the CIQ Project by Gerbang. The Facility Payment Certificate shall constitute an irrevocable and unconditional obligation by the Government to pay the Acknowledged Sum(s) 1 (free from set-off and deduction and notwithstanding any provision to the contrary contained in the JKR CIQ Contract) at the indicated future date(s) ( Payment Date(s) ) (which shall be no later than the maturity date(s) of the MTNs stipulated under the "Tenor of the facility/issue" clause below) to be determined at the point of endorsement of the Facility Payment Certificate. 1 2 the Acknowledged Sum(s) shall be equivalent to the value of progressive work done 2 for the CIQ Project plus financing cost (based on an agreed interest rate calculated to but excluding the Payment Date(s)), the aggregate of which shall not be less than the nominal value of MTNs to be issued as stipulated under (iii) below). the value of progressive work done shall include the following as stipulated in the JKR CIQ Contract: (a) the payment for cost of work done as

3 agreed in the JKR CIQ Contract; (b) (c) (d) (e) any other payment i.e. fees, expenses, cost as agreed in the JKR CIQ Contract; deduction towards retention of the performance guarantee sum in accordance with the JKR CIQ Contract; deduction for the recoupment of advance in accordance with the JKR CIQ Contract; and any adjustments in the payment for the cost of work done that the Government may make pursuant to the JKR CIQ Contract. (ii) Each Facility Payment Certificate shall represent the Government s unconditional and irrevocable obligation to pay the Acknowledged Sum(s) on the stipulated Payment Date(s) notwithstanding any subsequent variation, delay, stoppage, default or cancellation of the CIQ Project or the JKR CIQ Contract, whether resulting from a breach by Gerbang or the Government or otherwise. (iii) (iv) The Issuer shall issue a series of MTNs with (a) an aggregate issue proceeds not exceeding the value as certified in the Interim Certificate and (b) an aggregate nominal value not exceeding the Acknowledged Sum(s) as stipulated in each Facility Payment Certificate. In this respect, each tranche of MTNs shall be linked to one Facility Payment Certificate. Each tranche of the MTNs shall mature on the Payment Date(s) stipulated on the particular Facility Payment Certificate to which they are linked and such Payment Date shall not be later than the maturity date of such tranche of MTNs. The proceeds of the MTNs issuance shall be on-lent to Gerbang. Gerbang shall assign the rights, titles, interests and benefits under each Facility Payment Certificate as security for the redemption of the respective tranche of MTNs to which such Facility Payment Certificate is linked.

4 (v) Payment from the Government on the Payment Date(s) stipulated on each Facility Payment Certificate shall be used by the Issuer to redeem the relevant tranche of MTNs linked to and secured by such Facility Payment Certificate. 5 Issue Size (RM) : Up to RM1.70 billion in nominal value. 6 Issue Price (RM) : The MTNs shall be issued at a discount from nominal value and the issue price will be calculated in accordance with Part III Section 5.1 of the Rules on Fully Automated System for Issuing/Tendering ( FAST ) issued by BNM as amended or substituted from time to time ( FAST Rules ). 7 Tenor of the facility/ issue : Tenor/Availability Period of the Proposed MTN Programme The tenor of the Proposed MTN Programme shall be seven (7) years from the first (1 st ) issuance date of the MTNs. The Availability Period shall commence from the first (1 st ) issuance date and end on the date immediately preceding the third (3 rd ) anniversary of the first (1 st ) issuance date of the MTNs under the Proposed MTN Programme. Tenor of the MTNs Exceeding one (1) year, provided that:- (a) (b) none of the MTNs shall mature beyond the date falling on the seventh (7 th ) anniversary of the first (1 st ) issuance date of the Proposed MTN Programme. subject to the provisions under the Mode of Issue (item 17), any of the MTNs may mature either on the 3 rd, 4 th, 5 th, 6 th or 7 th anniversary of the first issuance date. 8 Interest/ Coupon/Profit or equivalent rate (%) (please specify) 9 Interest/ Coupon/ Profit Payment frequency : Zero coupon. : Not applicable (zero coupon).

5 10 Interest/Coupon/Profit Payment basis : Actual number of days elapsed on a 365 days basis. 11 Yield to Maturity (%) : 6% per annum calculated on a semi annual basis based on the nominal value of the MTNs. 12 Security/ Collateral (if any) : Common Security (whereby such security shall be shared on a pari passu basis amongst all the MTN Holders): (i) A first ranking first party debenture comprising fixed and floating charges over all present and future assets of the Issuer. (ii) A first ranking assignment by Gerbang over the Security Account and its credit balance. In the transaction documents, it will be provided inter alia that, before, on or after the enforcement of security, the Monitoring Agent shall be authorised to make withdrawals and/or deal with the moneys received under each Facility Payment Certificate for the benefit of the relevant series of MTNs linked to that Facility Payment Certificate. Individual Security (whereby such security shall secure the relevant series of the MTNs): A first ranking assignment by Gerbang over the rights and benefits of the Facility Payment Certificates whereby each Facility Payment Certificate shall only be assigned by Gerbang as security for the redemption of the respective tranche of the MTN to which such Facility Payment Certificate is linked. Note : perfection of the Individual Security for each tranche of the MTNs can only be achieved after the Government's endorsement of the relevant Facility Payment Certificate. 13 Details on utilisation of proceeds : The issuance of up to RM1.70 billion nominal value zero coupon MTNs is expected to yield up to RM1.266 billion of proceeds. The proceeds of the MTNs shall be on-lent by Gerbang CIQ to Gerbang to enable Gerbang to finance the construction costs and related fees, costs and expenses incurred and to be incurred in connection with the CIQ Project as defined above, to pay and repay all monies due under Gerbang s existing facilities. Details of the

6 utilisation are as follows:- 1. Construction costs and related fees, costs and expenses incurred and to be incurred in connection with the CIQ Project, to pay and repay all monies due under Gerbang s existing facilities as follows (please refer to Appendix VII for financing details):- RM 000 Up to 1,266,000 (a) Syndicated Murabahah Working Capital Facility of RM40.0 million; (b) (c) (d) Syndicated Kafalah Performance Bond and Murabahah Financing Facility of up to RM64.0 million; Syndicated Kafalah Advance Payment Bond and Murabahah Financing Facility of up to RM190.0 million; and Bridging loan facility of up to RM100.0 million 14 Sinking Fund (if any) : Not applicable. 15 Rating The first drawdown shall amount to RM450 million and is expected to be made within (6) months from the date of approval from the SC. 1. Credit Rating Assigned [specify if it is indicative] : Assigned final rating of AAA. 2. Name of Rating Agency : Malaysian Rating Corporation Berhad ("MARC"). 16 Form and Denomination : The MTNs shall be issued in accordance with (1) the Code of Conduct and Market Practices for the Malaysian Corporate Bond Market issued by the Institut Peniaga Bon Malaysia and approved by BNM ( IPBM Code ) and (2) the Rules on the Scripless Securities under the Real Time Electronic Transfer of Funds and Securities ( Rentas ) system issued by BNM ( Rentas Rules ) and (3) FAST

7 17 Mode of Issue : Bought Deal Rules (collectively the Codes of Conduct ) applicable from time to time. The Rentas Rules shall prevail to the extent of any inconsistency between the Rentas Rules and the IPBM Code. Each tranche of the MTNs shall be represented by a global certificate to be deposited with BNM, and is exchanged for definitive bearer form only in certain limited circumstances. The denomination of the MTNs shall be RM0.01 at the time of issuance. The MTNs may be issued at any time within the tenure of the MTN Programme subject to standard conditions including, without limitation, the following: (i) the nominal value of each issue is at least RM5 million; (ii) the issue notice shall be given to the Lead Arranger at least six (6) business days prior to and excluding the date of proposed issue together with the relevant duly executed original Facility Payment Certificate and duly executed original Interim Certificate; (iii) any amount redeemed shall not be re-issued; (iv) the aggregate nominal value of the MTNs maturing on each of the 3 rd, 4 th, 5 th, 6 th or 7 th anniversary of the first (1 st ) issuance date shall be limited to Ringgit Malaysia Three Hundred and Forty Million (RM340 Million) ("Cap Amount"); (v) in the event that the aggregate nominal value of the issued and outstanding MTNs maturing on any of the Anniversary Year has reached the Cap Amount, then the subsequent issue of MTNs shall have a maturity date which coincides with the immediately following Anniversary Year. For the purpose of this paragraph, "Anniversary Year" means either the 3 rd, 4 th, 5 th, 6 th or 7 th anniversary of the first (1 st ) issuance date; and (vi) Subject to the Cap Amount not being exceeded, the MTNs issued by the Issuer from time to time within the Availability Period shall be issued with the corresponding maturity date in the direct order of the Anniversary Years.

8 18 Selling Restriction : The MTNs may only be offered, sold, transferred or otherwise disposed directly or indirectly to persons falling within the relevant category of the persons specified in section 4 (6) of the Companies Act, 1965 as amended from time to time. 19 Listing Status : The MTNs will not be listed on the Bursa Malaysia ("BM") or any other stock exchange. 20 Minimum Level of Subscription (RM or %) 21 Other regulatory approvals required in relation to the issue, offer or invitation and whether or not obtained 22 Additional information for PDS : 100% of each issuance. : No other approvals required. : Not applicable. - Islamic principle Not applicable. - Identified assets Not applicable. - Purchase and selling price/rental (where applicable) Not applicable. 23 Conditions Precedent : (A) Conditions Precedent to Availability of the Proposed MTN Programme They are the following (all have to be in form and substance acceptable to the Joint Lead Managers or Primary Subscriber(s) (as the case may be)): Main Documentation (a) The transaction documents and the JKR CIQ Contract have been executed and, where applicable, stamped and presented for registration (save and except for the perfection of the Individual Security for each series of the MTNs which can only be achieved after the Government's endorsement of the relevant Facility Payment Certificates). Note : the execution of the JKR CIQ Contract (including the supplemental contract(s) to facilitate the alteration of the payment terms to deferred mode) is to provide a basis for the issuance of the Facility Payment Certificate

9 (b) All relevant notices and acknowledgements (where applicable) shall have been made or received as the case may be (save and except for the perfection of the Individual Security for each series of the MTNs which can only be achieved after the Government's endorsement of the relevant Facility Payment Certificates). Issuer and Gerbang (a) (b) (c) (d) (e) (f) Certified true copies of the Certificate of Incorporation and the Memorandum and Articles of Association of the Issuer and Gerbang. Certified true copies of the latest Forms 24 and 49 of the Issuer and Gerbang. A certified true copy of extract of board resolutions of the Issuer and Gerbang authorising, among others, the execution of the transaction documents. A list of the Issuer s and Gerbang s authorised signatories and their respective specimen signatures. A report of the relevant company search of the Issuer and Gerbang. A report of the relevant winding up search or the relevant statutory declaration of the Issuer and Gerbang. General 1) The approval from the Securities Commission ( SC ) and, where applicable, all other regulatory authorities. 2) The MTNs have received their respective requisite ratings as stated in this term sheet. 3) Evidence that all transaction fees, costs and expenses have been paid in full. 4) The Joint Lead Managers have received from their legal counsel a favourable legal opinion addressed to them and the Trustee advising with respect to, among others, the legality, validity and enforceability of the transaction documents and a confirmation addressed to the Joint Lead Managers that all the conditions precedent have been fulfilled.

10 5) Evidence that the Security Account has been opened in accordance with the provisions of this term sheet. 6) The relevant written consent from Gerbang's existing Syndicated Islamic Financing Facilities (as listed in Appendix VII) lenders consenting to, inter alia, the creation of securities i.e. the assignment of the Security Account and the assignment of the Facility Payment Certificate by Gerbang and to exclude and disclaim all interest in and to the Security Account and all monies standing to the credit thereon and to the Facility Payment Certificates upon the terms stated herein in such form and contents acceptable to the Trustee. 7) Such other conditions precedent as advised by the legal counsel of the Joint Lead Managers. (B) Conditions Precedent for Issuance The conditions precedent for issuance are as follows:- (i) (ii) Issuance of the Facility Payment Certificate(s) duly endorsed by the Government having Acknowledged Sum(s) of at least equal to the aggregate nominal value of the MTNs proposed to be issued; and Perfection of the Individual Security for the tranche of the MTNs to be issued and that the notice of assignment of the relevant Facility Payment Certificate and the acknowledgement of such notice shall have been issued and received, as the case may be, in respect of the relevant Facility Payment Certificate. 24 Representations and Warranties : Standard representations and warranties for a facility of this nature shall be imposed and advised by the legal counsel for the Joint Lead Managers including but not limited to the following:- (a) each of the Issuer and the Security Party is a private limited company duly established and existing under Malaysian laws. Reference to Security Party shall mean Gerbang which is providing the security to the Trustee for the Proposed MTN Programme;

11 (b) (c) (d) each of the Issuer and the Security Party has the power to enter into, exercise its rights under and perform its obligations under the transaction documents to which they are a party to; all necessary authorisations, licences, and consents required for the performance of the Issuer and the Security Party under the transaction documents have been obtained, renewed, fulfilled and remain in full force and effect; the Issuer s and the Security Party s entry into, exercise of its rights under, and performance of the transaction documents does not and will not violate any law or agreement to which it is a party or the Issuer's Memorandum and Articles of Association; (e) save and except for such litigation, arbitration or suits disclosed in writing by the Issuer and the Security Party prior to the execution of the transaction documents, no litigation or arbitration or lawsuits by a governmental agency, body or other regulatory authority or any other party is presently in progress or pending or threatened against the Issuer, Security Party or any of its assets; (f) (g) absence of any material adverse change in the financial condition of the Issuer and the Security Party; and such other representations and warranties as may be advised by the legal counsel for the Joint Lead Managers and agreed with the Issuer. 25 Events of Default : Including but not limited to the following: (a) the Issuer or the Security Party defaults in the payment of any money owing in respect of the transaction documents to which it is a party when the same shall become due and payable in accordance with the transaction documents;

12 (b) (c) (d) (e) (f) a distress or execution or other process is levied or enforced upon or brought against all or any part of the assets of the Issuer or the Security Party, and is not paid out, withdrawn or discharged within thirty (30) days after being levied or enforced upon or brought against such assets of the Issuer or the Security Party; the Issuer or the Security Party is unable to pay its debts within the meaning of Section 218(2) of the Companies Act 1965, or enters into any composition or arrangement with or for the benefit of the creditors of the Issuer or the Security Party (including pursuant to Section 176 of the Companies Act 1965) or a moratorium is agreed or declared in respect of or affecting all or a part of the borrowed money of the Issuer or the Security Party; an encumbrancer takes possession or a receiver or similar officer is appointed over all or any part of the assets or undertaking of the Issuer or the Security Party; the Issuer or the Security Party commits any breach of or omits to observe any of the obligations, undertakings or covenants expressed to be assumed by it under any of the transaction documents (other than a failure as referred to in paragraphs (a) above) and in respect of any such breach or omission which is capable of remedy, the Trustee does not determine, within thirty (30) days after the Trustee has issued a notice to the Issuer or the Security Party as the case may be requiring the same to be remedied, that it has been so remedied to the Trustee's satisfaction; any representation, warranty or statement which is made (or acknowledged to have been made) or repeated by or in respect of the Issuer or the Security Party or in or pursuant to the trust deed or in any notice, certificate or statement referred to in or delivered under or in respect of the trust deed is or proves to have been incorrect or misleading in any material respect or if repeated at any time with reference to the facts and circumstances subsisting at such time would be incorrect or misleading in any material respects;

13 (g) (h) (i) (j) any consent, authorisation, licence, approval or registration with or declaration to governmental or public bodies or authorities or courts (if any) required by the Issuer or the Security Party to authorise or required by the Issuer or the Security Party in connection with the execution, issue, sale, delivery, validity, enforceability or admissibility in evidence of any transaction documents or the performance by the Issuer or the Security Party of its obligations under any transaction document as the case may be, is modified, withheld or is not granted or is revoked or terminated or expired and is not renewed or otherwise ceases to be in full force and effect; any provision of any of the transaction documents is or becomes invalid, illegal, unenforceable or void; the Issuer or the Security Party shall fail to satisfy any judgement passed against the Issuer or the Security Party by any court of competent jurisdiction and no appeal against such judgement has been made to any appropriate appellate court within the time prescribed by law or such appeal has been dismissed and in the case of any judgement obtained in default of appearance, no application has been made to set such judgement aside within thirty (30) days of the Issuer or the Security Party becoming aware of the judgement; the Security Party changes or threatens to change the nature and scope of its present business, suspends or threatens to suspend a substantial part of its present business which the Security Party conducts directly or indirectly or the Issuer changes or threatens to change the nature and scope of its present business as a single purpose company, suspends or threatens to suspend a substantial part of its present business as a single purpose vehicle which the Issuer conducts directly or indirectly;

14 (k) (l) (m) (n) (o) (p) any indebtedness of the Issuer or the Security Party becomes capable, in accordance with the relevant terms thereof, of being declared due prematurely by reason of a default by the Issuer or the Security Party in its obligations in respect of the same, any guarantee of the Issuer or the Security Party is not discharged at maturity or when called or the Issuer or the Security Party fails to make any payment in respect of any indebtedness or guarantee on the due date for such payment or if due on demand when demanded commits a breach of any instrument or agreement relating to any such indebtedness or guarantee ; any step or action is taken or petition is presented in court for the bankruptcy, winding up, dissolution or liquidation of the Issuer and/or the Security Party; default by the Government under the Facility Payment Certificates. Notwithstanding that a default by the Government under one Facility Payment Certificate shall tantamount to a default under the other Facility Payment Certificates, enforcement proceeds received from the Government under each Facility Payment Certificate may only be used to repay the amount outstanding under the relevant tranche of MTNs linked to the Facility Payment Certificate; such other events of default in relation to the Facility Payment Certificates and if applicable, the JKR CIQ Contract as may be advised by the legal counsel of the Joint Lead Managers in consultation with the Issuer. Notwithstanding that a default by the Government under one Facility Payment Certificate shall tantamount to a default under the other Facility Payment Certificates, enforcement proceeds received from the Government under each Facility Payment Certificate may only be used to repay the amount outstanding under the relevant tranche of MTNs linked to the Facility Payment Certificate; Issuer ceases to be a wholly-owned subsidiary of Gerbang within the meaning of the Companies Act 1965, and such other events of default as may be

15 advised by the legal counsel of the Joint Lead Managers and agreed by the Issuer. In the transaction documents, it will be provided inter alia that, a declaration of an Event of Default under each tranche of the MTNs may be made by the relevant special majority (i.e. 75% in nominal value) of the MTN Holders of that tranche. In the transaction documents, it will also be provided inter alia that once an Event of Default has occurred under any tranche of the MTNs, redemption of all the other tranches may be accelerated but, notwithstanding such acceleration, the only Security which shall thereby become enforceable under each tranche shall be the Individual Security. However, the holders of each tranche of the MTNs are only entitled to the enforcement proceeds received from the Government under each Facility Payment Certificate linked to and secured by the relevant tranche of MTNs. In the transaction documents, it will also be provided inter alia that an enforcement of the Common Securities can only be made by the Majority MTN Holders (as defined below). Notwithstanding this, it will also be provided inter alia that, before, on or after the enforcement of security, the Monitoring Agent shall be authorised to make withdrawals and/or deal with the moneys received under each Facility Payment Certificate for the benefit of the relevant tranche of MTNs linked to that Facility Payment Certificate. For the purposes of this term sheet, Majority MTN Holders means an aggregate of more than 75% in nominal value of all the outstanding MTNs. 26 Principal terms and conditions for warrants (where applicable) : Not applicable.

16 27 Other principal terms and conditions for the issue : - Covenants The Issuer covenants that, so long as any of the MTNs shall remain outstanding, it will:- (a) exercise reasonable diligence in carrying out and conducting its business in a proper and efficient manner; (b) comply with all laws, regulations and guidelines relating to or regulating the ownership of its assets, the carrying on by the Issuer of the business it engages in or proposes to engage in and the entry into and performance by the Issuer and the Security Party of their respective obligations under the agreements to which it is a party (including but not limited to the JKR CIQ Contract); (c) (d) to the Trustee or any auditor (within the meaning ascribed thereto by the Companies Act 1965) appointed by the Trustee: (i) (ii) (iii) make available for their inspection, the whole of the accounting records of the Issuer; give to them such information as they require with respect to all matters relating to the accounting records of the Issuer; keep proper books of account and where the Trustee, for reasonable cause requires an examination, upon reasonable notice, cause the Auditors to examine its books of account and other records and investigate its affairs and furnish the Trustee with such certificate or information pertaining thereto as the Trustee shall require for the performance of its duties hereunder (and so that for the purpose of this paragraph the failure by such Auditors to furnish any such certificate or information within a reasonable time of the examination shall be deemed to be a failure by the Issuer to perform a covenant herein contained and on its part to be performed); pay the reasonable costs of any such examination and investigation as is referred to in sub-paragraph (c) of this Clause;

17 (e) (f) (g) (h) from time to time, on application made to the Issuer by the Trustee or by or on behalf of the MTN Holders holding not less than one-tenth (1/10th) in nominal value of the MTNs for the time being outstanding, and delivered to the Issuer at its registered office, by giving notice to each of the MTN Holder in accordance with the Trust Deed summon a meeting of the MTN Holders to consider the accounts and balance sheet last lodged with the Trustee and to give to the Trustee directions in relation to the exercise of the Trustee's powers, such meeting to be held at a time and place specified in the notice and in accordance with the provisions of the trust deed; furnish to the Trustee any information which the Trustee may reasonably require relating to its affairs, including but not limited to such certificates or other information as the Trustee may require in connection with any calculation or matter arising under these presents or other transaction documents in order to discharge its duties and obligations as trustee under the trust deed to the extent permitted by law; ensure that its directors shall as soon as they become available and in any event, within 180 days after the end of its financial year, furnish the Trustee copies of its financial statement which shall contain an income statement and balance sheet for that period and be audited and certified without qualification by a firm of independent accountants; adopt the same balance sheet date and financial year, for the purpose of its audited financial accounts as those of its holding company and all its holding company's subsidiaries and prepare the financial statements referred to in sub-clause (g) above on a basis consistently applied in accordance with the laws of Malaysia and the approved accounting standards issued by the Malaysian Accounting Standards Board (except such matters specifically disclosed therein) and ensure that these financial statements shall give a true and fair view of the results of the operation of the Issuer for the period in question and the state of its affairs for the period to which the financial statements are made up and shall disclose or reserve against all the liabilities (actual or contingent) of the Issuer;

18 (i) (j) ensure that it keeps insured or cause to be insured adequately all of its property and assets and those of the Security Party where so ever situated as are of an insurable nature against loss or damage by fire storm tempest flood and such other risks as a prudent company carrying on similar business would insure against (having regard to the availability and cost of such insurance in Malaysia) with an insurance company licensed to conduct insurance business in Malaysia and the Issuer will duly pay or procure to be duly paid a premium or other sums payable in respect of such insurance and on demand produce to the Trustee a certified true copy of the receipt of the last premium payable thereunder and if required a certified true copy of every policy of such insurance; obtain and promptly renew from time to time, and promptly deliver or procure the delivery to the Trustee upon demand certified true copies of any and all licences, authorisations, approvals, consents and exemptions, registrations, recordings, filings or notarisations as may be necessary or desirable:- (i) (ii) for the carrying out of the business of the Issuer and the Security Party; or to ensure the validity, enforceability or priority of its and the Security Party s liabilities and obligations or the rights of the MTN Holders (or any of them) under the transaction documents, and shall comply with the terms of the same. (k) (l) obtain and promptly renew from time to time, and will promptly deliver to the Trustee upon the Trustee's written request, certified true copies of all licences issued by the relevant authority which are or may be necessary or desirable for the carrying out of the business of the Issuer and the Security Party; not, (without the prior written consent of the Trustee), reduce or in any way whatsoever alter (except increase), its authorised or paidup capital whether by varying the amount, structure or value thereof or the rights attached thereto or convert any of its share

19 capital into stock, or by consolidation, dividing or sub-dividing all or any of its shares or add to, delete, vary or amend its Memorandum and Articles of Association or change its financial year; (m) (n) (o) (p) (q) (r) (s) not, (without the prior written consent of the Trustee), carry out any business or activity other than being a single purpose company to facilitate the underlying transaction envisaged by the JKR CIQ Contract; not, (without the prior written consent of the Trustee), allow, agree or consent to any alteration, variation or amendments to the terms of the Facility Payment Certificates or Interim Certificates (to the extent that such Interim Certificates have been issued and attached to any issued Facility Payment Certificates); not take steps to dissolve or wind-up itself; not, (without the prior written consent of the Trustee), charge, pledge or encumber any of its present and future assets or revenues save and except for the benefit of the MTN Holders; not, (without the prior written consent of the Trustee), incur any indebtedness nor make any loans, advances or credit or give any guarantee to any of its directors, shareholders, related corporations or person or other entity; not, (without the prior written consent of the Trustee), sell, transfer, encumber, lease or otherwise or dispose of or in any case cease to exercise control over, whether by a single transaction or a number of transactions, related or not, the whole or part of the Issuer's undertaking, business or assets in any manner which would materially and adversely affect the ability of the Issuer to observe or perform its obligations under the transaction documents; so far as is required by law at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times to give further effect to the terms and conditions of the transaction documents; (t) comply with its obligations under the

20 Depository and Paying Agency Agreement and, without prejudice to the generality of the foregoing, at all times maintain a Paying Agent with a specified office in Malaysia; (u) (v) (w) comply with the provisions of the trust deed and the terms and conditions of the MTNs; immediately notify the Trustee as soon as the Issuer becomes aware of any Event of Default or that such other right or remedy under the terms, provisions and covenants of the MTNs and the trust deed have become immediately enforceable; immediately notify the Trustee as soon as the Issuer becomes aware: (i) (ii) of any change in the withholding tax position of the Issuer; of any matter that may materially prejudice the interests of the MTN Holders; (x) such other covenants as may be advised by the legal counsel of the Joint Lead Managers. 28 Security Account : Gerbang shall open and maintain a security account ( Security Account ) with a licensed financial institution which is acceptable to the Joint Lead Managers. The Security Account shall be operated solely by the Monitoring Agent (acting as agent for the Trustee). The Monitoring Agent shall be irrevocably authorized to withdraw moneys from the Security Account whether before or after the security over the Security Account has been enforced for the payment of the Issuer's obligations and all other outstanding payments due under the relevant MTNs, the redemption of which is secured, inter alia, by the relevant Facility Payment Certificate. Gerbang shall irrevocably instruct the Government to make all payments on Payment Date(s) under or in connection with the Facility Payment Certificates into the Security Account.

21 The Monitoring Agent shall account for all monies standing to the credit of the Security Account in that such monies thereof are traceable to the relevant Facility Payment Certificate, the payment of which by the Government has been made into the Security Account. Note: Moneys received from the Government under each Facility Payment Certificate must be recorded and maintained in separate ledgers by the Monitoring Agent. 29 Right to make Permitted Investments : Pending disbursements from the Security Account, funds held in the Security Account shall be permitted to be invested in Permitted Investments by the Monitoring Agent for the benefit of the Issuer, provided that: (i) such funds utilised for Permitted Investments shall, where necessary, be remitted back to the relevant Security Account in a timely manner to meet any payment obligations of the Issuer when due and payable; (ii) such Permitted Investments are to be held and not traded; and (iii) shall be denominated in Ringgit. 30 Permitted Investments : Permitted Investments are as follows: (a) (b) deposits with licensed financial institutions; or bankers acceptances, bills and other money market instruments issued by licensed financial institutions with a short term rating of P1 and a minimum long term rating of AA3 or their equivalent. 31 Transferability : Transferable, but subject to the selling restrictions described above. 32 Redemption : Unless previously redeemed or purchased and cancelled, the MTNs will be redeemed by the Issuer at 100% of their nominal value on their respective maturity dates. 33 Repurchase and Cancellation : The Issuer may at any time upon the expiry of the Availability Period, purchase the MTNs at any price in the open market or by private treaty, but these repurchased MTNs shall be cancelled and cannot be reissued.

22 34 Availability : Upon completion of documentation and, unless waived by the Joint Lead Managers or Primary Subscriber(s) (as the case may be), compliance of all conditions precedent and other applicable conditions to the satisfaction of the Joint Lead Managers or Primary Subscriber(s) (as the case may be). 35 Default interest : No default interest will be applicable. 36 Taxation : All payments by the Issuer shall be made without withholding or deductions for or on account of any present or future tax, duty or charge of whatsoever nature imposed or levied by or on behalf of Malaysia or any other applicable jurisdictions, or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law, in which event the payer shall not be required to make such additional amount. 37 Governing Laws : Laws of Malaysia. 38 Jurisdiction : The Issuer shall unconditionally and irrevocably submit to the exclusive jurisdictions of the courts of Malaysia. 39 Other Conditions : The MTNs shall at all times be governed by the guidelines issued and to be issued from time to time by the SC, BNM and/or any other authority in Malaysia having jurisdiction over matters pertaining to the MTNs and the Codes of Conduct.