(vi) Status : resident/non-resident controlled company : Bumiputera/non-Bumiputera controlled company

Transcription

1 PRINCIPAL TERMS AND CONDITIONS 1. BACKGROUND INFORMATION Issuer Name ABS SAMUDERA RECEIVABLES BERHAD (ii) (iii) (iv) (v) Address 22 nd Floor, Menara EON Bank, 288 Jalan Raja Laut, Kuala Lumpur Business registration no X Date/place of incorporation 9 October 2006 / Malaysia Date of listing (in case of public listed company) Not applicable (vi) Status : resident/non-resident controlled company : Bumiputera/non-Bumiputera controlled company Resident Controlled Company / Non-Bumiputera controlled company (vii) Principal activities To carry on the business of acquiring, from time to time, the rights, title and interests in consumer receivables which comply with a specified eligibility criteria ( Consumer Receivables ) from Koperasi Shamelin Berhad (including consumer receivables purchased by Koperasi Shamelin Berhad from other approved co-operative societies). The Issuer s main objectives shall be restricted as follows:- to acquiring the rights, title and interest in the Consumer Receivables; to enter into a revolving bridging facility (the Liquidity Facility ) with Deutsche Bank (Malaysia) Berhad or any of its affiliates to finance the purchase of the Consumer Receivables; to issue asset-backed securities from time to time under a medium term notes programme in such classes as deemed appropriate pursuant to a trust deed. (viii) Board of directors 1. Bhadarul Baharain Bin Sulaiman 2. Nuruluyun Bt Abdul Jabar (ix) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders Name Ordinary Shares Held Percentage Asia Pacific International Trust Berhad two 100% (x) Authorised and paid up capital Authorised : RM100,000 divided into 100,000 ordinary shares of RM1.00 each Paid-up Capital : RM2.00 divided into 2 ordinary shares of RM1.00 each 1

2 Originator Name KOPERASI SHAMELIN BERHAD ( Originator ) (ii) (iii) (iv) (v) Address Bangunan Shamelin, Jalan 4/91, Taman Shamelin Perkasa, Kuala Lumpur. Business registration no Registration No.4624 Date/place of incorporation 13 April 1971 / Malaysia Date of listing (in case of public listed company) Not Applicable (vi) Status : resident/non-resident controlled company : Bumiputera/non-Bumiputera controlled company Society with limited liability (vii) Principal activities Lending; (ii) Property investment; (iii) Investment Holding; and (iv) Consumer s activity (viii) Board of Directors The Board Members of the Originator as at 31 August 2006 are as follows: (e) (f) (g) (h) (j) (k) (l) Dato Haji Abdul Rahim bin Abu Bakar; Datuk Haji Muhammad Feisol bin Haji Hassan; Dato Haji Johar bin Haji Rusi; Haji Shahadan bin Haji Abdul Manas; Dato Dr. Haji Awang Ahmad bin Haji Sulaiman; Prof. Madya Haji Mohamad Ali bin Hasan; Dato Seri Haji Abdul Rashid bin Haji Abdul Rahman; YB Datuk Haji Abu bin Pit; Haji Kamarudin bin Md. Noor; Dato Haji Mat Rejab bin Kassim; Haji Othman bin Haji Md. Isa; and Hajah Zainab binti Haji Abu. (ix) (x) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders As at 31 st August 2006, the Originator has 21,935 members. Authorised and paid up capital As the Originator is a society with limited liability, it does not have an authorised capital. The paid up share capital of the Originator as at 31 August 2006 is RM9,436,

3 2. PRINCIPAL TERMS AND CONDITIONS Names of parties involved in the proposed transaction (where applicable) Principal Adviser (s)/lead Arranger (s) Deutsche Bank (Malaysia) Berhad ( Lead Arranger ) (ii) (iii) (iv) (v) (vi) Arranger (s) None Valuers None Solicitors Zul Rafique and partners (as Lead Arranger s Counsel ) Financial Advisor None Technical/Structuring Advisor None (vii) Guarantor None (viii) Trustee Pacific Trustees Berhad (ix) (x) (xi) Facility Agent Deutsche Bank (Malaysia) Berhad Primary Subscriber(s) and Amount Subscribed (where applicable) Not applicable Underwriter(s) and amount underwritten Not applicable (xii) Central Depository Bank Negara Malaysia ( BNM ) (xiii) Paying Agent BNM (xiv) Reporting Accountants Not applicable (xv) Others A. Corporate Administrator Symphony Corporatehouse Sdn Bhd The Corporate Administrator will provide corporate administrative and secretarial services to the Issuer, including regulatory filings and provision of directors for the Issuer. B. Servicer Koperasi Shamelin Berhad The Servicer will be responsible to administer and service the Consumer Receivables including the collection of moneys for and on behalf of the Issuer. 3

4 C. Share Trustee Asia Pacific International Trust Berhad will hold 100% of the ordinary shares in the Issuer on trust for the benefit of certain charitable organisations pursuant to the terms of a deed of trust. D. Tax Advisor BDO Binder Tax Services Sdn Bhd The role of the tax advisor will be to advise on the Issuer s projected tax liability over the life of the MTN Programme based on the cash flow model and principal terms and conditions. E. Due Diligence Accountants BDO Binder The role of the due diligence accountants will be to conduct a due diligence on the Consumer Receivables and a review of the cash flow model for the benefit of the Lead Arranger, the Issuer and the Originator. F. Liquidity Facility Provider Deutsche Bank (Malaysia) Berhad or such other financial institution as may be appointed by the Issuer. Facility Description Up to RM250 million Medium Term Notes Programme ( MTN Programme ). Under the MTN Programme, the Issuer will from time to time purchase Consumer Receivables originated from the Originator in its ordinary course of business or purchased by the Originator from other approved co-operative societies. The Issuer will finance the purchase of such Consumer Receivables from a Liquidity Facility granted by Deutsche Bank (Malaysia) Berhad ( Deutsche Bank ). From time to time, the Issuer will refinance the bridging facility by issuing medium term notes ( Notes or MTNs ) to investors in the capital markets. The Issuer is required to issue MTNs under the MTN Programme within a specified period to refinance the Liquidity Facility if at any time and from time to time the outstanding principal amount owing under the Liquidity Facility is RM100 Million. In addition, upon the maturity of the Liquidity Facility, the Issuer shall issue sufficient Notes to fully repay the outstanding principal amount owing under the Liquidity Facility. The Originator will enter into a sale agreement ( Receivables Sale Agreement ) with the Issuer to sell and assign all of its rights, title and interest in relation to a portfolio of Consumer Receivables. The assignment of the Consumer Receivables will be by way of an equitable assignment. The sale of the Consumer Receivables will be structured as a true sale under the Syariah principle of Bai Al Dayn. The Issuer is set up to be a bankruptcy remote special purpose vehicle and will be registered with Bank Negara Malaysia as carrying on a scheduled business which includes the business of acquiring debts due to any person (i.e. factoring business). Each series of Notes ( Notes Series ) will be secured by the corresponding Consumer Receivables Series. The corresponding Consumer Receivables Series is the portfolio of Consumer Receivables which was purchased using the Liquidity Facility and subsequently refinanced by such Notes Series. A Notes Series shall have recourse to the corresponding Consumer Receivables and Collections which have been assigned as security for such Notes Series only and shall not have any recourse to the Consumer Receivables and Collections which have been assigned as security for another Notes Series. The Issuer will also enter into a servicing agreement ( Servicing Agreement ) with the Originator wherein the Originator agrees to administer and service the Consumer Receivables including the collections from the obligors. The Originator has an arrangement with Angkatan Koperasi Kebangsaan Malaysia Berhad ( ANGKASA ) whereby ANGKASA acts as a collection agent to collect the moneys owing by the obligors. ANGKASA collects such moneys by making direct deductions from the salaries payable to the obligors and remitting such moneys to the 4

5 Originator. ANGKASA is a co-operative society registered under the Co-operative Societies Act 1993 which acts, inter alia, as a collection agent for participating co-operative societies in respect of repayment of credit facilities granted by them to their members/employees and which effects payments to the participating co-operative societies through direct deductions from salaries payable to their members/employees. Issue size (RM) Up to RM250 million nominal amount. Issue price The MTNs shall be issued at a discount, par or premium to nominal value and the price payable for each MTN shall be calculated in accordance with the formula as set out in the FAST Rules. (e) Tenor of the facility/issue MTN Programme Twenty (20) years from the date of the first issuance under the MTN Programme. Availability Period Five (5) years and six (6) months or such other period as may be determined by the Facility Agent from the date of first issuance of the Notes under the MTN Programme provided that the first issuance of the Notes shall be within two (2) years from the date of the Securities Commission s approval or such other longer period as may be allowed by the Securities Commission. Each Notes Series Each Notes Series shall have maturities of more than one(1) year and up to twelve (12) years as the Issuer may select, provided that the final maturity date of the Notes issued shall not exceed the tenor of the MTN Programme. (f) Interest/Coupon (%) (please specify) To be determined at the time of issuance. (g) Interest/Coupon payment frequency The coupon payment for the Notes shall be payable quarterly in arrears or such other period(s) as may be prescribed by FAST from time to time. (h) Interest/Coupon payment basis The calculation is based on actual/365 days basis. Yield to maturity (%) The yield-to-maturity for the Notes will be known at the point of issuance. The Securities Commission will be notified accordingly. (j) Security/Collateral (if any) The Notes shall be secured by the following security:- (ii) assignment of all the Issuer s rights, title, benefit and interest in, to and under the Receivables Sale Agreement, the Servicing Agreement, the Administration Agreement ( Master Assignment ); assignments of all of the Issuer s rights, title, benefit and interest in, to and under the relevant Transaction Documents in respect of each Notes Series and any payments or 5

6 amounts from time to time to the Issuer under the relevant Consumer Receivables as security for such Notes Series; (iii) (iv) Fixed and floating charge by way of debenture over all present and future assets of the Issuer; Charge over the Designated Accounts and over all permitted investments out of such accounts including moneys standing to the credit of the Designated Accounts; and such other security as may be advised by the solicitors for the Lead Arranger. The debenture referred to above will contain a provision entitling the Trustee to appoint a receiver and manager to enforce the provisions of the said debenture upon the declaration of an event of default under the Trust Deed. Recourse against the Issuer in relation to its obligations under each Notes Series will be limited to the collections from the relevant Consumer Receivables pertaining to such Notes Series and any assets related thereto and derived therefrom. The holders of such Notes Series will have no recourse to the Originator or the Issuer s other assets. (k) Details on utilisation of proceeds By the Issuer The issue proceeds from the Notes shall be utilized by the Issuer on each relevant Issue Date as follows: (ii) an amount sufficient to meet the initial fees, costs and expenses incurred or to be incurred by the Issuer in connection with the relevant Notes Series; to refinance borrowings under the Liquidity Facility relating to the relevant Consumer Receivables Series; By the Originator The Originator shall use the proceeds from the sale of the Consumer Receivables in relation to the first Consumer Receivables Series to refinance the notes outstanding issued by the Originator s subsidiary, Shamelin Bina Sdn Bhd under the existing Murabahah Medium Term Notes Programme set up by Shamelin Bina Sdn Bhd and to repay a bridging facility of up to RM10 Million ( Bridging Facility ) to be granted by Deutsche Bank to the Originator. The Bridging Facility is intended to provide funding to the Originator pending the implementation of the ABS Transaction and hence, will mature once the ABS Transaction is implemented. The Originator will use any remaining proceeds for working capital purposes. Proceeds from the sale of future Consumer Receivables will be used for working capital purposes. (l) Sinking Fund (if any) Principal Payment Account. See Section (x)(4) for further details of this account. (m) Rating Credit rating assigned: Indicative rating of AAA. Name of rating agency: Malaysian Rating Corporation Berhad (n) Form and denomination The Notes 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 6

7 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) the Rules on Fully Automated System for Issuing/Tendering ("FAST") issued by BNM ( FAST Rules ), or their replacement thereof (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 Notes shall be represented by a global certificate to be deposited with BNM, and is exchanged for definitive bearer certificates only in certain limited circumstances. The denomination of the Notes shall be RM1,000,000 or in multiples of RM1,000,000. (o) Mode of issue Private placement or bought deal basis without prospectus (p) Selling restriction The 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 falling within any of the categories of persons specified in:- (ii) at the point of issuance of the Notes, Schedule 2 or Section 38(1), Schedule 3 or Section 39(1) and Schedule 5 or Section 66(3); and after the issuance of the Notes, Schedule 2 or Section 38(1) and Schedule 5 or Section 66(3), of the Securities Commission Act, 1993 ( SCA ). (q) Listing status The Notes will not be listed on any stock exchange. (r) Minimum level of subscription (RM or %) 100% of the nominal amount of each Notes Series to be issued. (s) Other regulatory approvals required in relation to the issue, offer or invitation and whether or not obtained [please specify] Apart from the approval of the Securities Commission for the offering and issue of the Notes, the Issuer will be registered with Bank Negara under the Banking and Financial Institutions Act 1989 ( BAFIA ) as the purchase of the Consumer Receivables from time to time may be deemed as carrying on a factoring business. The Issuer will apply to be registered with Bank Negara to carry on a scheduled business (which includes factoring business) under BAFIA. (t) Conditions precedent Including but not be limited to, the following:- I. Main Documentation A. The Transaction Documents and Issue Documents (as defined herein) have been executed by all parties (where applicable). II. The Issuer B. The following documents have been delivered to the Lead Arranger: - i. Certified true copies of the Certificate of Incorporation, and the Memorandum and Articles of Association, Forms 24, 44 and 49 of the Issuer and the Certificate of Registration and By-Laws of the Originator; 7

8 ii. iii. iv. A certified true copy of a resolution of the board of directors of the Issuer authorising, among others, the execution, delivery and performance of the relevant Issue Documents and the Transaction Documents; A certified true copy of a resolution of the shareholders of the Issuer authorizing the purchase of the Consumer Receivables; A certified true copy of the resolution of the board members of the Originator approving the implementation of the MTN Programme and the sale of the Consumer Receivables thereunder; v. A certified true copy of the list of the Issuer s authorised signatories and their respective specimen signatures; vi. vii. A report of the relevant company search conducted at the Companies Commission of Malaysia in respect of the Issuer; A report of the relevant winding up search or in lieu thereof, the relevant statutory declaration by a director of the Issuer confirming that the Issuer has not been wound up; C. General i. The approval from the Securities Commission for the offering and issue of the Notes; ii. iii. iv. All notices and acknowledgements (where applicable) shall have been made or received, as the case may be; Confirmation that the Designated Accounts have been opened for the purposes stated herein with a financial institution and the particulars of such Designated Accounts together with the relevant acknowledgement from the financial institution and the particulars of the mandates have been provided by the Issuer to the Trustee, the Lead Arranger and the Servicer; Confirmation that the Notes has received the required credit rating from the Rating Agency; v. The delivery of a legal opinion from the Solicitors of the Lead Arranger addressed to the Lead Arranger advising with respect to, among others:- a. the legality, validity and enforceability of the Transaction Documents and the Issue Documents; b. the sale of the Consumer Receivables under the Receivables Sale Agreement constitutes a true sale from the legal perspective; vi. vii. viii. A confirmation from the Solicitors of the Lead Arranger addressed to the Lead Arranger that all the conditions precedent have been fulfilled; The delivery of a legal due diligenc e opinion letter from the Solicitors of the Lead Arranger addressed to the Lead Arranger in a form and substance satisfactory to the Lead Arranger; The delivery of a letter (cash flow and average life opinions) from the Due DiligenceAccountants in a form and substance satisfactory to the Lead Arranger; and 8

9 ix. Such other conditions precedent as advised by the Solicitors of the Lead Arranger and/or as required by the Rating Agency. (u) Representations and warranties Standard representations and warranties which includes, but is not limited to, the following:- In respect of each of the Issuer and the Originator:- i. it is duly established and existing under the laws of Malaysia and it has the power and authority to enter into its current business; ii. iii. iv. it has the power to enter into, exercise its rights under and perform its obligations under the Transaction Documents and the Issue Documents; all necessary actions, authorisations and consents required under the Transaction Documents and the Issue Documents have been taken, fulfilled and obtained and remain in full force and effect; its entry into, exercise of its rights under and performance of the Transaction Documents and the Issue Documents do not and shall not violate any existing law, regulations, by-laws or agreements to which it is a party; v. the Transaction Documents and the Issue Documents create valid and binding obligations, which are enforceable on and against it; vi. vii. viii. ix. no litigation or arbitration is current or, to its knowledge is threatened against the Issuer; no steps have been taken for its winding up; there has been no adverse change in its condition (financial or otherwise) which is material in the context of the issuance of the Notes; none of its Consumer Receivables, properties or rights are affected by any security interest other than those created under the Issue Documents; and x. such other representations and warranties as may be advised by the Solicitors of the Lead Arranger and agreed to by the Issuer. (v) Events of Default Standard events of default which shall include but not be limited to, the following: i. the Issuer fails to pay any amount due from it under the Notes in relation to a Notes Series ( the Relevant Notes Series ); ii. iii. iv. the Issuer breaches its obligations under any of the Issue Documents or Transaction Documents (other than that stated in sub-paragraph i above), which in the opinion of the Trustee is incapable of remedy or which in the opinion of the Trustee is capable of remedy is not remedied to the satisfaction of the Trustee within the cure period; any misrepresentation, or incorrect or misleading representation, warranty or statement, is made by the Issuer under any of the Issue Documents or Transaction Documents which in the opinion of the Trustee is incorrect or misleading in a material respect; it becomes unlawful for the Issuer to perform its obligations under any of the Issue Documents or Transaction Documents; v. a winding up order has been made against the Issuer or a resolution to wind up the Issuer has been passed; 9

10 vi. vii. viii. ix. a scheme of arrangement under Section 176 of the Companies Act, 1965 has been instituted against the Issuer; a receiver has been appointed over the whole or a substantial part of the assets of the Issuer; the Issuer changes the nature or scope of its business, suspends or ceases or threatens to suspend or cease a substantial part of its business operation; the Issuer or the Originator repudiates any of the Issue Documents or Transaction Documents to which it is a party; x. revocation, withholding or modification of any relevant license, consent, authorisation or approval which materially and adversely impairs the Issuer s or the Originator s ability to comply with the terms of the Issue Documents or Transaction Documents; xi. xii. xiii. xiv. any other indebtedness of the Issuer becomes due and payable prior to its stated maturity or the security created for any other indebtedness becomes enforceable; there is a change in law or interpretation of the law having a material adverse effect on the ability of the Issuer or the Originator to perform its obligations under the relevant Issue Documents or Transaction Documents; other events which in the opinion of the Trustee materially and adversely affect the ability of the Issuer to perform all or any of its obligations or otherwise comply with the terms of the Issue Documents or Transaction Documents; and any other events as advised by the Solicitors of the Lead Arranger and/or as required by the Rating Agency. In each and every case of an Event of Default under the Trust Deed (including but not limited to the events above) the Trustee shall upon the request of the Noteholders of the Relevant Notes Series by an extraordinary resolution, issue a notice declaring that an Event of Default has occurred whereupon the Trustee shall be entitled to immediately enforce the Trust Deed and the Security Documents in relation to the Relevant Notes Series, without further notice to the Issuer and notwithstanding the stated maturity of the Notes in relation to the Relevant Notes Series, the Notes in relation to the Relevant Notes Series shall mature and become immediately due and payable and all accrued interest thereon and any other amounts payable under the Issue Documents in relation to the Relevant Notes Series shall become due and payable. For the avoidance of doubt, a Notes Series shall have recourse to the Consumer Receivables and Collections which have been assigned as security for such Notes Series only and shall not have any recourse to the Consumer Receivables and Collections which have been assigned as security for another Notes Series. (w) Principal terms and conditions for warrants (where applicable) Not applicable. (x) Other principal terms and conditions for the issue 1. Ranking The Notes will constitute direct, secured and unconditional and unsubordinated obligations of the Issuer limited in recourse to the relevant Consumer Receivables and any assets relating thereto or derived therefrom and shall at all times rank pari passu without discrimination, preference or priority among themselves, but will be subject to payments preferred under law and in the Issue Documents. 10

11 2. Availability Period The availability period for the issue of the Notes will be five (5) years and six (6) months or such other period as may be determined by the Facility Agent from the date of first issuance of the Notes under the MTN Programme provided that the first issuance of the Notes shall be within two (2) years from the date of the Securities Commission s approval or such other longer period as may be allowed by the Securities Commission. 3. Early Amortisation Event If any of the following events (each, an Early Amortisation Event ) occurs and is declared: the basis of taxation submitted to the tax authorities is disputed by the tax authorities, which the Trustee deems could result in significant additional tax assessments payable and notwithstanding any objection lodged by the Issuer; any: (1) material breach of representation or warranty or failure to perform or observe any term or covenant made by the Originator in the relevant Transaction Documents; or (2) information required to be given by the Originator to the Issuer proves to have been incorrect or misleading in any material respect when made or delivered, and such breach or failure or incorrect or misleading information continues for a period of thirty (30) days after the earlier of discovery thereof by the Originator or receipt of written notice thereof from the Issuer or the Trustee; (e) (f) (g) (h) (j) the Issuer shall for any reason fail to have a valid ownership interest in the Consumer Receivables and the proceeds thereof, free and clear of all liens, security interests, charges, encumbrances or adverse claims, except as provided in the Transaction Documents and Security Documents; the Originator enters into any transaction or merger whereby it is not the surviving entity and the surviving entity either (1) fails to assume all of the obligations of the Originator under any of the Transaction Documents to which its predecessor was a party by operation of law or pursuant to an agreement satisfactory to the other party(ies) to such Transaction Document, acting reasonably or (2) has a creditworthiness which is materially weaker than that of its predecessor and which would result in a downgrade of the then credit ratings of the Notes; in the sole discretion of the Trustee, any material adverse change in the financial condition or operations of the Originator or any other event which materially and adversely affects the Originator s ability to perform its obligations under the Transaction Documents; in the sole discretion of the Trustee, there occurs an event which is likely to materially and adversely affect the transactions contemplated by the Transaction Documents, the Issue Documents and Security Documents; an Event of Default is declared under the Trust Deed; an event of bankruptcy occurs with respect to the Originator; the declaration of a Servicer Event of Default; and any other criteria as may be advised by the solicitors of the Lead Arranger, 11

12 then all moneys shall be applied in the manner provided for under the section Application of Proceeds Early Amortisation Events in Section 5 of this term sheet. 3A. Servicer Event of Default If any of the following events (each, a Servicer Event of Default ) occurs: (e) (f) (g) (h) (j) failure on the part of the Servicer to make any payment or deposit required under relevant Transaction Documents within a grace period of seven (7) business days after the day such payment or deposit is required to be made or (ii) failure on the part of the Servicer to observe or perform any other covenant or agreement of the Servicer set forth in the relevant Transaction Documents which is incapable of remedy or, if capable of being remedied, continues unremedied for a grace period after the earlier of discovery thereof by the Servicer or receipt of written notice thereof from the Issuer or the Trustee; the Servicer shall enter into any transaction or merger whereby it is not the surviving entity and the surviving entity either (1) fails to assume all of the obligations of the Servicer under any of the Transaction Documents to which its predecessor was a party by operation of law or pursuant to an agreement satisfactory to the other party(ies) to such Transaction Document, acting reasonably or (2) has a creditworthiness which is materially weaker than that of its predecessor and which would result in a downgrade of the then credit ratings of the Notes; the Servicer makes any changes to the standard policies with respect to the servicing, administration and monitoring of the contracts under which the Consumer Receivables are derived which the Rating Agency had indicated would result in a downgrade of the then credit ratings of the Notes or which could impair the collectibility of any Consumer Receivable or otherwise could have a material adverse effect without the prior written consents of the Issuer and the Trustee; the maturity of any indebtedness of the Servicer is accelerated by the holder thereof in accordance with the terms thereof or of any agreement relating thereto or any indebtedness of the Servicer is not paid when due; a distress or execution or other legal process is levied or enforced or sued out upon or against any part of the undertaking, property, assets or revenues of the Servicer and is not discharged or stayed within thirty (30) days of having been so levied, enforced or sued out; an encumbrancer takes possession of, or a provisional injunction, order for attachment or order for preservative measure is issued in relation to, or a receiver is appointed over the whole or any part of the undertaking, property, assets or revenues of the Servicer; an Event of Bankruptcy occurs with respect to the Servicer; a moratorium is agreed or declared in respect of any indebtedness of the Servicer, or any governmental authority or agency has condemned, seized, compulsorily purchased or expropriated all or a material part of the undertaking, property, assets or revenues of the Servicer; the Trustee determines in its absolute discretion that the Servicer's servicing, administration and monitoring of the Consumer Receivables is likely to materially adversely affect the Issuer's interest therein; the shareholders funds of the Servicer falls below Ringgit Malaysia Ten Million (RM 10,000,000.00); 12

13 (k) (l) (m) (n) (o) in the sole discretion of the Trustee, any material adverse change in the financial condition or operations of the Servicer or any other event which materially and adversely affects the Servicer s ability to either collect the Consumer Receivables or its obligations to perform under the Transaction Documents; any licence, authorisation, approval, consent, order, exemption, registration, filing or notarisation required for the Servicer to carry out the servicing, administration and monitoring of the Consumer Receivables is revoked or withheld or modified or is otherwise not granted or fails to remain in full force and effect; the aggregate indebtedness for borrowed moneys of the Servicer exceeds Ringgit Malaysia Two Hundred and Fifty Million (RM 250,000,000.00); it becomes unlawful for the Servicer to perform its obligations under the Servicing Agreement; and any other event as may be advised by the solicitors of the Lead Arranger; then the Issuer or the Trustee may, by notice in writing to the Servicer, declare a Servicer Event of Default and terminate the appointment of the Servicer and appoint a substitute servicer satisfactory to the Liquidity Facility Provider to manage the Consumer Receivables. Notwithstanding that no Servicer Event of Default has occurred, in the event that 8% or more of the obligors cease to be ANGKASA Obligors for any reason whatsoever, the Trustee will begin seeking quotations for a special servicer to service such Consumer Receivables and in the event that 12.5% or more of the obligors ( Affected Obligors ) cease to be ANGKASA Obligors for any reason whatsoever, the Trustee may then appoint the special servicer, satisfactory to the Liquidity Facility Provider to manage the Consumer Receivables in relation to the Affected Obligors. 4. Designated Accounts The Issuer is required to open and maintain the following designated accounts with a bank or other financial institution and shall be operated solely by the Trustee as follows: Reserve Account: In respect of each Notes Series, the Issuer shall establish a separate bank account, entitled the Reserve Account, into which it shall deposit an amount up to a specified percentage of the outstanding principal balance of such Consumer Receivables on the date of sale (the Minimum Initial Reserve Account Deposit ), using proceeds from borrowings under the Liquidity Facility. Going forward, Collections of the Consumer Receivables will also be deposited into the Reserve Account, as described in the Application of Proceeds section below until the balance of the Reserve Account shall reach its required minimum (the Required Reserve Amount ) which is equal to a specified percentage of the nominal amount of such Notes Series. The Minimum Initial Reserve Account Deposit and Required Reserve Amount in relation to the first Notes Series are expected to be approximately 6%* and 12.5%*, respectively. However, if the Consumer Receivable is less than three months old then the Minimum Initial Reserve Account Deposit is expected to be approximately 8%*. The Minimum Initial Reserve Account Deposit and Required Reserve Amount in relation to future Notes Series will be adjusted as required by the Rating Agency in order for such Notes Series to obtain the required ratings. The Reserve Account will be charged by the Issuer in favour of the Trustee as security for payments due under such Notes Series. * The figures are on an indicative basis subject to any adjustment as the Rating Agency may require. They will be finalised prior to the first issuance of the Notes. In all circumstances, in the event of a shortfall in the Collection Account or the Principal Payment Account to pay amounts under the Liquidity Facility or the relevant Notes Series, the amounts in the Reserve Account will be used to meet payments for Senior Costs (as defined below) and interest and principal payments for the Liquidity Facility or such Notes 13

14 Series. Upon full repayment of the relevant Liquidity Facility and full redemption of such Notes Series, the remaining amounts in the Reserve Account (if any) shall be transferred to the Collection Account. Collection Account: The Issuer shall establish a separate bank account entitled the Collection Account. The Servicer will deposit all monthly salary deductions received from ANGKASA into the Collection Account. Additionally, the Servicer will deposit all prepayment penalties relating to early settlement of any of the Consumer Receivables into the Collection Account. The Collection Account will be charged by the Issuer in favour of the Trustee as security for payment due under the Notes. Principal Payment Account: The Issuer shall establish a separate bank account entitled the Principal Payment Account. Collections in the Collection Account with respect to each Consumer Receivables Series will be segregated between collections attributable to profit from the Consumer Receivable ( Profit Collections ) and collections attributable to principal from the Consumer Receivable ( Principal Collections ) according to the Profit to Principal Ratio. The Profit to Principal Ratio will be equal to the ratio of the profit balance of the Consumer Receivables to the Kos Balance of the Consumer Receivables of such Receivables Series as of the date they are sold to the Issuer. The Principal Payment Account will be funded from the Principal Collections to be transferred from the Collection Account. Remittance Account: The Issuer shall establish a separate bank account entitled the Remittance Account. The Liquidity Facility Provider will deposit all proceeds under the Liquidity Facility into the Remittance Account. Funds in the Remittance Account shall be used to purchase the Consumer Receivables and to fund the Reserve Account up to the Minimum Initial Reserve Account Deposit. The Collections received during each period from each Consumer Receivables Series will be allocated to their respective Notes Series. Expenses incurred by the Issuer during each period will be allocated to each Consumer Receivables Series. In order to make such allocation, the Trustee will calculate: Series Fixed Allocation Percentage as of any date of determination as the ratio of the original outstanding principal balance of such Notes Series divided by the original outstanding principal balance of all Notes Series outstanding at such date. Series Floating Allocation Percentage as of any date of determination as the ratio of the outstanding principal balance of such Notes Series as of such date divided by the outstanding principal balance as of such date of all Notes Series outstanding at such date. Application of Proceeds* The Trustee will calculate the Derived Amounts (as hereinafter defined) from each Consumer Receivables Series. Prior to declaration of an Event of Default or Early Amortisation Event, the funds in the Collection Account equivalent to the Derived Amounts in respect of each Consumer Receivables Series will be applied in the following order of priority on each Payment Date (as hereinafter defined) (save for sub-paragraphs and below which may be paid at anytime as and when they become due and to the extent of funds available and for sub-paragraph below which may be transferred prior to the Payment Date):- in the event of an overpayment by any obligor, payment towards refund of such overpayment to the obligor; payment into the Principal Payment Account of an amount equivalent to the Principal Collections; 14

15 (e) (f) (g) (h) (j) payment of any taxes and government charges owed (such payments being made in full from the Derived Amounts in respect of the relevant Consumer Receivables Series where such taxes and government charges are solely attributed to the Notes Series issued to finance such Consumer Receivables Series ( Relevant Notes Series ), otherwise, such payments will be for a share of such taxes and charges calculated by using the relevant Series Floating Allocation Percentage; payment of certain specified fees and expenses (including that of the Trustee, Corporate Administrator, Rating Agency) and all relevant transaction parties and other service providers to the transaction (except for any fees or commission payable to the Servicer) and other fees, costs and expenses of the Issuer ( Senior Costs ) (such payments being made in full from the Derived Amounts in respect of the relevant Consumer Receivables Series where outgoings are solely attributed to the Relevant Notes Series, otherwise, such payments will be for a share of such outgoings calculated by using the relevant Series Fixed Allocation Percentage); If the Originator is not the Servicer, to the payment of the Servicer Commission; pro rata in or towards payment of interest on the Notes forming part of the Relevant Notes Series and the relevant Liquidity Facility (if any); towards payment of the arranger fees to the Lead Arranger; in the event that the credit balance in the Reserve Account Balance is less than the Required Reserve Amount, to deposit a sum into the Reserve Account so that the credit balance in the Reserve Account shall be equivalent to the Required Reserve Amount; if the Originator is the Servicer, to the payment of the Servicer fee and Servicer commission as described in Section (x)(13); after the relevant Liquidity Facility has been repaid in full and the Relevant Notes Series has been redeemed in full, the remaining amounts in the Collection Account relating to a given Consumer Receivables Series shall be applied in the following order of priority: (ii) (iii) an amount set aside for projected winding up expenses of the Issuer and any fees, costs, disbursement and expenses payable by the Issuer; towards payment of Additional Servicer Commission; and any remaining amounts shall be for the account of the Issuer. Payment Date means each interest payment date of the Notes or the Liquidity Facility. Derived Amounts shall mean, in relation to a Consumer Receivables Series:- collections derived from such Consumer Receivables Series; and amounts realized from and returns of Permitted Investments (including profits and interest accrued thereon) made from such funds. Prior to the Declaration of an Event of Default or an Early Amortisation Event, the moneys in the Principal Payment Account will be applied in the following order of priority on each Payment Date: towards redemption of the Notes forming part of the Relevant Notes Series which are due for redemption or repayment of the principal outstanding under the relevant Liquidity Facility; 15

16 after the relevant Liquidity Facility has been repaid in full or the Relevant Notes Series have been redeemed in full, any remaining amounts shall be transferred to the Collection Account. * Subject to any amendment required by the Rating Agency/Lead Arranger 5. Application of Proceeds Early Amortisation Event* If an Early Amortisation Event has been declared, on each Payment Date the Trustee shall determine the amount of Derived Amounts with regard to each Consumer Receivables Series. Funds in the Collection Account equivalent to the Derived Amounts in respect of each Consumer Receivable Series shall be applied in the following order of priority:- (e) (f) (g) payment of any taxes and government charges owed (such payments being made in full from the Derived Amounts in respect of the relevant Consumer Receivables Series where such taxes and government charges are solely attributed to the Notes Series issued to finance such Consumer Receivables Series ( the Relevant Notes Series ), otherwise, such payments will be for a share of such taxes and charges calculated by using the relevant Series Floating Allocation Percentage; payment of certain specified fees and expenses (including that of the Trustee, Corporate Administrator, Rating Agency) and all relevant transaction parties and other service providers to the transaction (except for and fees or commission payable to the Servicer) and other fees, costs and expenses of the Issuer ( Senior Costs ) (such payments being made in full from the Derived Amounts in respect of the relevant Consumer Receivables Series where outgoings are solely attributed to the relevant Notes Series, otherwise, such payments will be for a share of such outgoings calculated by using the relevant Series Fixed Allocation Percentage); If the Originator is not the Servicer, to the payment of the Servicer Commission; pro rata in or towards payment of interest on the Notes forming part of the Relevant Notes Series or the relevant Liquidity Facility; towards payment of the arranger fees to the Lead Arranger; the remainder to the Principal Payment Account. The application of proceeds shall be repeated for subparagraphs to (f) until such Notes have been redeemed in full or the relevant Liquidity Facility has been repaid in full; after the relevant Liquidity Facility has been repaid in full or the Relevant Notes Series has been redeemed in full, the remaining amounts in the Collection Account relating to a given Consumer Receivables Series shall be applied in the following order of priority: (ii) (iii) an amount set aside for projected winding up expenses of the Issuer and any fees, costs, disbursement and expenses payable by the Issuer; towards payment of Servicer Fee, Servicer Commission and Additional Servicer Commission; and any remaining amounts shall be for the account of the Issuer. If an Early Amortisation Event has been declared, the moneys in the Principal Payment Account in relation to the Derived Amounts will be applied in the following order of priority on each Payment Date: towards prepayment of the relevant Liquidity Facility or early redemption of the Notes forming part of the Relevant Notes Series. The Notes shall be redeemed sequentially 16

17 such that the moneys will first be applied to redeem the tranche of such Relevant Notes Series which are due to mature earliest; the application of proceeds shall be repeated for subparagraph until such Notes have been redeemed in full; and after the Relevant Notes Series have been redeemed in full, any remaining amounts shall be transferred to the Collection Account. * Subject to any amendment required by the Rating Agency/Lead Arranger 6. Application of Proceeds Event of Default* If an Event of Default in relation to a Notes Series has been declared and in the event that the holders of the Notes Series exercise their rights to enforce the security in accordance with the Security Documents and Trust Deed, the Trustee shall hold all money or property received by the Trustee pursuant to any enforcement proceedings under the Trust Deed and/or the relevant Notes and all Derived Amounts in the Collection Account in respect of such Consumer Receivables Series secured in respect of that Notes Series and will apply the same in the following order of priority:- (e) (f) payment of any taxes and government charges owed (such payments being made in full from the Derived Amounts in respect of the relevant Consumer Receivables Series where such taxes and government charges are solely attributed to the Notes Series issued to finance such Consumer Receivables Series ( the Relevant Notes Series ), otherwise, such payments will be for a share of such taxes and charges calculated by using the relevant Series Floating Allocation Percentage; payment of certain specified fees and expenses (including that of the Trustee, Corporate Administrator, Rating Agency) and all relevant transaction parties and other service providers to the transaction (except for any fees or commission payable to the Servicer) and other fees, costs and expenses of the Issuer ( Senior Costs ) (such payments being made in full from the Derived Amounts in respect of the relevant Consumer Receivables Series where outgoings are solely attributed to the relevant Notes Series, otherwise, such payments will be for a share of such outgoings calculated by using the relevant Series Fixed Allocation Percentage); If the Originator is not the Servicer, to the payment of the Servicer Commission; pro rata in or towards payment of interest on the Notes forming part of the Relevant Notes Series or the relevant Liquidity Facility; the remainder to the Principal Payment Account until all of the Notes and all other amounts owing to the holders of such Notes have been paid in full or the relevant Liquidity Facility has been repaid in full and all other amounts owing to the Liquidity Facility Provider have been paid in full; thereafter, amounts in the Collection Account relating to a given Consumer Receivables Series shall be applied in the following order of priority: (ii) (iii) an amount set aside for projected winding up expenses of the Issuer and any fees, costs, disbursement and expenses payable by the Issuer; payment of Servicer Fee, Servicer Commission and Additional Servicer Commission; and any remaining amounts shall be for the account of the Issuer. If an Event of Default has been declared, the Trustee will apply all moneys in the Principal Payment Account in relation to the Derived Amounts in the following order of priority: 17

18 towards redemption of the Notes forming part of the Relevant Notes Series or repayment of the relevant Liquidity Facility. The Notes shall be redeemed on a prorata basis for all tranches of such Notes Series; after the Relevant Notes Series have been redeemed in full and the relevant Liquidity Facility has been repaid in full and all other amounts owing to the relevant Noteholders and the Liquidity Facility Provider in relation to the relevant Liquidity Facility have been paid in full, any remaining amounts shall be transferred to the Collection Account. * Subject to any amendment required by the Rating Agency/Lead Arranger 7. Permitted Investments Permitted Investments shall include (without limitation) on any date: - (e) securities with a minimum rating of AAA or its equivalent by the Rating Agency or any equivalent rating from any other rating agency recognized by the Securities Commission; securities issued or guaranteed by the Government of Malaysia or Bank Negara Malaysia; accounts maintained with a financial institution with at least a rating of AA- (minus)/marc-1 by the Rating Agency or any equivalent rating from any other rating agency recognised by the Securities Commission; money market instruments of a financial institution with a rating of P1/MARC-1 by the Rating Agency or any equivalent rating from any other rating agency recognised by the Securities Commission; or such other investments approved by the Transaction Administrator and the Rating Agency or any other rating agency recognised by the Securities Commission, subject to the Permitted Investment fulfilling all of the following criteria:- the maturity of the Permitted Investment falling at least one business day prior to the immediately succeeding Payment Date; and the Permitted Investment being denominated in Ringgit Malaysia 8. Positive Covenants The Issuer will covenant and undertake to the Trustee that it will:- Comply with all provisions of the Issue Documents and the Transaction Documents; Prepare all its financial statements and other reports in relation to the Consumer Receivables and maintain an accounting system and keep adequate records in compliance with applicable statutory requirements and in accordance with generally accepted accounting principles in Malaysia; Procure the preparation and delivery to the Trustee, Deutsche Bank and the Rating Agency of a quarterly servicer report; Deliver to the Trustee, Deutsche Bank and the Rating Agency within 180 days of the end of each financial year its audited financial statements which shall be audited and certified without qualification by a firm of independent public accountants acceptable to the Trustee and Deutsche Bank, and within 90 days of each half year period its unaudited financial statements for that period together with a certificate signed by two of its directors, to the effect that such financial statements present a true and fair view; 18