SUPPLEMENTAL GENERAL FACILITY AGREEMENT. And

Transcription

1 SUPPLEMENTAL GENERAL FACILITY AGREEMENT CIMB ISLAMIC BANK BERHAD ( H) And [CUSTOMER] Updated on

2 THIS SUPPLEMENTAL GENERAL FACILITY AGREEMENT is made on the day and year stated in Item 1 of the Schedule 1 hereto. BETWEEN (1) CIMB ISLAMIC BANK BERHAD ( H) a company incorporated in Malaysia with its registered office at Level 13, Menara CIMB, Jalan Stesen Sentral 2, Kuala Lumpur Sentral, Kuala Lumpur Malaysia and its headquarter at Level 34, Menara Bumiputra-Commerce, No. 11, Jalan Raja Laut, Kuala Lumpur, a branch office at the address as stated in Item 2 of the Schedule 1 hereto (hereinafter referred to as the Bank ) of the one part. AND (2) The person(s) whose name and particular as stated in Item 3 of the Schedule 1 hereto (hereinafter referred to as the Customer ) of the other part. WHEREAS (A) The Bank has granted to the Customer the following banking facilities pursuant to and subject to the terms and conditions contained in the General Facility Agreement as specified in Item 5 of Schedule 1 (hereinafter referred to as General Facility Agreement):- (1) Cash Line-i Facility of Ringgit Malaysia [ ] (RM[ ]) only (hereinafter referred to as Cash Line-i Facility ) (2) [insert other type of the existing facilities, if any] (3) [insert other type of the existing facilities, if any] The aforementioned banking facilities shall hereinafter be collectively referred to as Existing Facilities ) (B) The Existing Facilities were secured by the Security Documents as defined in the General Facility Agreement (hereinafter referred to as Existing Security Documents ). 1

3 (C) By a Supplemental letter of offer dated the [ ] ( hereinafter referred to as Supplemental Letter of Offer ), the Bank has approved the Customer s application to renew and extend the Cash Line-i Facility in the amount of Ringgit Malaysia [ ] (RM [ ]) only under the concept of Tawarruq subject to the terms and conditions hereinafter appearing. WHEREBY IT IS AGREED as follows;- 1. DEFINITIONS AND INTERPRETATIONS 1.1 Incorporated definitions In this Supplemental General Facility Agreement, unless the context otherwise requires and save as expressively defined in this Supplemental General Facility Agreement, words and expressions defined in the General Facility Agreement shall have the same meaning when used herein. 1.2 Interpretation In this Supplemental General Facility Agreement, unless the context otherwise provides, words, expressions and phrases used in this Supplemental General Facility Agreement shall be interpreted and construed in the same manner as they may be interpreted or construed in the General Facility Agreement. 2. RENEWAL OF THE CASH LINE-i FACILITY 2.1 Amount Notwithstanding anything to the contrary contained in the General Facility Agreement, the Bank has agreed to renew and extend the Cash Line-i Facility under the concept of Tawarruq in the principal amount of Ringgit Malaysia [ ] (RM [ ]) ( Facility ) only subject to the terms and conditions of this Supplemental General Facility Agreement. 2.2 General Terms The Facility is subject to the general terms as stipulated in Schedule 2 hereto. 3. EXECUTION OF TRANSACTION DOCUMENTS FOR THE TRANSACTIONS UNDER THE CONCEPTS OF TAWARRUQ In accordance with the concept Tawarruq and to give effect to the transactions under the Facility), the Bank and the Customer shall enter into the agreements/arrangements as specified in Schedule 3, 4 and 5 hereto and execute the documents as set out in Item 8 of Schedule 1 (hereinafter referred to as Transaction Documents ). 2

4 4. APPLICABILITY OF GENERAL FACILITY AGREEMENT AND EXISTING SECURITY DOCUMENTS 4.1 Applicability Save and except as expressly agreed herein, all other terms and conditions of the General Facility Agreement as well as the Existing Security Documents shall remain applicable mutatis mutandis to the Facility, valid and enforceable as against the Customer and the Security Party as defined in the General Facility Agreement (hereinafter referred to as Existing Security Party ). 4.2 Conflict In the event of any conflict between the terms and conditions of the General Facility Agreement and this Supplemental General Facility Agreement, the provision of this Supplement General Facility Agreement shall prevail. 5. SECURITY ARRANGEMENT As continuing security for the due performance and observance by the Customer of the terms and conditions and stipulations to be performed and observed on the part of the Customer and/or the Existing Security Party as specified in under the Existing Security Documents and this Supplemental General Facility Agreement, the Customer, if required by the Bank to provide further security, shall simultaneously with the execution of this Supplemental General Facility Agreement, execute and deliver in favour of the Bank or cause the Security Party as described in Item 7 of Schedule 1 to execute and deliver in favour of the Bank the Security Documents as set out in Item 6 of Schedule 1 hereto (hereinafter referred to as Additional Security Documents ) together with all the necessary documents as the Bank may require. 6. CONDITIONS PRECEDENT The Facility shall be disbursed subject to fulfilment of the Bank s standard conditions for disbursement, including but not limited to the conditions precedent as set out in Item 9 of Schedule 1 hereto. 7. OTHER TERMS AND CONDITIONS Notwithstanding the conditions precedent as set out in Clause 6, this Agreement is subject to the fulfillment of the other terms and conditions as set out in Item 10 of the Schedule 1 hereto. 8. COMPLIANCE WITH THE ISLAMIC FINANCIAL SERVICES ACT,

5 8.1 The availability of the Facility herein is conditional upon there being no contravention of any laws in relation thereto. 8.2 Without prejudice to the generality of the foregoing, the availability of the Facility herein is conditional upon the Customer representing and undertaking that the financing by the Bank herein and the Bank's agreement to grant or make or continue to make available the Facility to the Customer will not contravene nor be in breach of any prevailing laws or regulatory requirements or terms and conditions or provisions prescribed by or stipulated in the directives or guidelines that are or may from time to time be issued by Bank Negara Malaysia, the Association of Banks in Malaysia (wherever applicable) and/or any governmental authority ( Applicable Laws and Regulations ).The Applicable Laws and Regulations to which the Facility is subject shall include but are not limited to:- (i) all prevailing provisions of the Islamic Financial Services Act, 2013 and all prevailing Bank Negara Malaysia's guidelines and directives issued in respect thereof pertaining or applicable to grant of the Facility to persons connected to the Bank; and (ii) any financing limits or restrictions that may be imposed upon the Bank from time to time by Bank Negara Malaysia or any other governmental authority. 8.3 The Customer shall immediately notify the Bank in writing if any of the Applicable Laws and Regulations or any of the terms and conditions of this Supplemental General Facility Agreement ceases to be satisfied or is discovered to have not been satisfied. 8.4 The Customer in giving declaration in respect of any of the aforementioned or any terms and conditions herein where required by and upon terms stipulated by the Bank shall be deemed to represent and warrant to the Bank that the contents therein shall remain true and accurate in all respects so long as the Facility remain available or any sums remains payable. 9. PERSONAL DATA PRIVACY LAWS (For Corporate Customer) Where the Customer is a corporation (including but not limited to the entities failing within the definition of Corporation defined in the Companies Act 1965) this clause shall apply. The Customer hereby irrevocably consents and authorises, and confirms that it has duly obtained its directors, shareholders, officers, guarantors and/or such other relevant persons consent and authority, for the Bank : i. to be provided information (inclusive of relevant personal information of the said directors, shareholders, officers, guarantors and/or relevant persons) as may be required by the Bank for use in accordance with relevant terms and 4

6 conditions and for the purpose of the grant and continued maintenance of the facility / account; ii. iii. iv. to carry out the necessary reference checks including but not limited to credit reference/reporting checks to further ascertain the status of the Customer and its subsidiaries, directors, shareholders, officers, guarantors and/or such other relevant persons; to disclose the said directors, shareholders, officers, guarantors and/or relevant persons personal information to the classes of parties described in the CIMB Group Privacy Notice (which is available at and and to provide the said directors, shareholders, officers, guarantors and/or relevant persons with information on the Bank s products, services and/or offers (inclusive of the products, services and offers of entities within the CIMB Group) which may be of interest and/or financial benefit to them, at the Bank s sole discretion, without further reference to the Customer, its subsidiaries, the directors, its shareholders, officers, guarantors and/or relevant persons. The Customer agrees to undertake the responsibility to update the Bank in writing should there be any change to the personal and financial information relating to the said directors, shareholders, officers, guarantors and/or relevant persons. Should the said consent and/or authority be subsequently revoked by any of the said directors, its shareholders, officers, guarantors and/or relevant persons, the Customer agrees that the Bank shall have the right to terminate this facility / close the account. For the purposes of this Clause, the CIMB Group consists of CIMB Group Holdings Berhad and all its related companies as defined in Section 6 of the Companies Act 1965 and jointly controlled companies that provide financial and other regulated services, excluding companies, branches, offices and other forms of presence operating outside Malaysia, and the use of the word Bank shall be read as references to the CIMB Group. This clause shall be without prejudice to any other clause in this Supplemental General Facility Agreement and/or the General Facility Agreement which provides for the disclosure of information. 10. PERSONAL DATA PRIVACY LAWS (FOR NATURAL PERSONS) Where the Customer are individuals (including but not limited to sole proprietor, partnerships, registered businesses and associations) this clause shall apply 5

7 a) The Customer hereby confirms that the Customer has read, understood and agreed to be bound by the CIMB Group Privacy Notice (which is available at or ) and the clauses herein, as may relate to the processing of the Customer s personal information. For the avoidance of doubt, the Customer agrees that the said Privacy Notice shall be deemed to be incorporated by reference into this Agreement. b) In the event the Customer provides personal and financial information relating to third parties, including information relating to the Customer s next-of-kin and dependents, for the purpose of opening or operating the Customer s account(s)/facility(ies) with the Bank or otherwise subscribing to the Bank s products and services, the Customer (a) confirms that the Customer has obtained their consent or is otherwise entitled to provide this information to the Bank and for the Bank to use it in accordance with this agreement; (b) agrees to ensure that the personal and financial information of the said third parties is accurate; (c) agrees to update the Bank in writing in the event of any material change to the said personal and financial information; and (d) agrees to the Bank s right to terminate this agreement should such consent be withdrawn by any of the said third parties. c) Where the Customer instructs the Bank to effect any sort of cross-border transaction (including to make or receive payments), the details relevant to the cross-border transaction (including information relating to those involved in the said transaction) may be received from or sent abroad, where it could be accessible (whether directly or indirectly) by overseas regulators and authorities in connection with their legitimate duties (e.g. the prevention of crime). In instructing the Bank and/or the Bank s agents to enter into any cross-border transaction on the Customer s behalf, the Customer agrees to the above said disclosures on behalf of the Customer and others involved in the said cross-border transaction. d) The Bank may use a credit reporting/reference agency to help make decisions, for example when the Bank need to (a) check details on applications for credit and credit-related or other facilities; (b) manage credit and credit-related accounts or facilities, including conducting reviews of the Customer s portfolio(s); and/or recover debts. The Customer will be linked by credit reporting/reference agencies to any other names the Customer uses or has used, and any joint and several applicants. The Bank may also share information about the Customer and how the Customer manages the Customer s account(s)/facility(ies) with relevant credit reporting/reference agencies. e) Even after the Customer has provided the Bank with any information, the Customer will have the option to withdraw the consent given earlier. In such 6

8 instances, the Customer will have the right to not provide or discontinue the provision of any product, service, account(s) and/or facility(ies) that is/are linked with such information. f) The Bank reserves the right to amend this clause from time to time at our sole discretion and shall provide prior notification to the Customer in writing and place any such amendments on the Bank s websites and/or by placing notices at the banking halls or at prominent locations within the Bank s branches. g) For the purposes of this Clause, the CIMB Group consists of CIMB Group Holdings Berhad and all its related companies as defined in Sec 6 of the Companies Act 1965 and jointly controlled companies that provide financial and other regulated services, excluding companies, branches, offices and other forms of presence operating outside Malaysia, and the use of the word Bank shall be read as references to the CIMB Group. h) This clause shall be without prejudice to any other clause in this Agreement which provides for the disclosure of information. 10. GOVERNING LAW This Agreement is governed by and shall be construed in accordance with the laws of Malaysia [The remaining space of this page has been left blank intentionally] 7

9 IN WITNESS WHEREOF the parties have hereunto set their respective hands and seal. The Bank SIGNED by ) as Attorney for and on behalf of ) CIMB ISLAMIC BANK ) BERHAD ( H) ) in the presence of: ) CIMB ISLAMIC BANK BERHAD ( H) by its Attorney The Customer The execution of this Agreement ) was duly effected in a manner ) authorized by its constitution under ) the seal of the CUSTOMER ) which said seal was hereunto ) affixed in the presence of :- ) Director Name: NRIC No / Passport No.: Director/Secretary Name: NRIC No / Passport No.: 8

10 THE SCHEDULE REFERRED TO HEREIN SCHEDULE 1 Item Particulars 1. DATE OF THIS AGREEMENT [ ] 2. BRANCH ADDRESS OF BANK [ ] 3. CUSTOMER [ ] 4. ADDRESS OF CUSTOMER Registered Office: [ ] Principal Place of Business: [ ] 5. GENERAL FACILITY AGREEMENT [To insert the details of the General Facility Agreement and any Supplemental to the General Facility Agreement, if any] and includes any amendments, variations, modifications and/or supplements made thereto relating to the grant or renewal of the Existing Facilities and/or the Facility to the Customer 9

11 6. ADDITIONAL SECURITY DOCUMENTS [To insert the details of additional securities or security documents, if any] 7. SECURITY PARTY [To insert the details of the parties that execute the Additional Security Documents, if any] 8. TRANSACTION DOCUMENTS (1) This Supplemental Letter of Offer; (2) Supplemental General Facility Agreement; (3) Purchase Request Cum Undertaking; and (4) Any other document(s) as may be required by the Bank and/or advised by the Bank s solicitors. 9. CONDITIONS PRECEDENT [To insert the Conditions Precedent for the renewal of Cash-Line-i Facility] 10. OTHER TERMS AND CONDITIONS [To insert other terms and conditions, if any] 10

12 SCHEDULE 2 Cash Line-i Facility ( Facility ) General Conditions (i) Concept: Tawarruq (ii) Nature/Mode of Financing: (a) (b) (c) (d) (e) (f) The Customer shall approach the Bank with its financing requirement. The Customer shall issue the Purchase Request cum Undertaking to request the Bank to purchase the Commodity for an amount equal to the Facility, as the case may be, to be disbursed to the Customer, and such Purchase Request cum Undertaking shall contain (a) the Customer s undertaking to purchase the Commodity from the Bank at the Bank s Sale Price comprising of the Bank s Purchase Price and the Profit Portion on deferred payment basis under the Tawarruq concept, upon the Bank having first purchased the Commodity from the Commodity Supplier and (b) the Customer s appointment of the Bank or any third party acceptable to the Bank to act as the Customer s agent to (aa) conclude the purchase of the Commodity from the Bank and (bb) upon conclusion of the Customer s purchase of the Commodity from the Bank, to sell the Commodity to the Commodity Broker at the Customer s Sale Price which shall be equivalent to the Bank s Purchase Price. Backed by the Customer s undertaking as contained in the Purchase Request cum Undertaking, the Bank will then purchase the Commodity from the Commodity Supplier at the Bank s Purchase Price. The Bank will thereafter sell the Commodity (to the Customer and the Customer will purchase the Commodity from the Bank at the Bank s Sale Price upon the terms and conditions contained in this Supplemental General Facility Agreement and the Supplemental Letter of Offer. The purchase of the Commodity by the Customer will be concluded by the Bank or any third party acceptable to the Bank as the Customer s agent pursuant to the agency in the Purchase Request Cum Undertaking. Upon completion of the sale and purchase of the Commodity in (c) above, the Bank or any third party acceptable to the Bank as the Customer s agent and on behalf of the Customer pursuant to the agency in the Purchase Request cum Undertaking, will sell the Commodity to the Commodity Broker at the Customer s Sale Price. The above arrangement shall hereafter be referred to as the Tawarruq transaction. The Bank will send a Murabahah Sale Confirmation to Customer upon completion of any Tawarruq transaction. Commodity shall mean any Shariah-compliant commodity other than ribawi items in the category of medium of exchange such as currencies, gold, silver and debt instruments to be endorsed by the Bank's Shariah Committee and Commodities shall be construed accordingly. Commodity Broker shall mean the commodity broker to whom the Bank or a third party as the Customer s agent shall sell the Commodity, and such Commodity Broker shall be advised by the Bank. 11

13 Commodity Supplier shall mean the commodity supplier from whom the Bank shall purchase the Commodity, and such Commodity Supplier shall be advised by the Bank. Murabahah Sale Confirmation shall mean a confirmation sent by the Bank to the Customer confirming and specifying the details of the Tawarruq transaction that has been entered into between the Bank as the seller of the Commodity and the Customer (via the Customer s agent) as the buyer of the Commodity at the Bank s Sale Price in the form as set out in Schedule 4 of this Supplemental General Facility Agreement. Purchase Request Cum Undertaking shall mean the purchase request and the undertaking to purchase (wa ad) by the Customer in the form as set out in Schedule 3 of this Supplemental General Facility Agreement. (iii) Purpose: For working capital requirements. (iv) Bank s Purchase Price: Ringgit Malaysia [ ] (RM [ ]) only. The price of the Commodity purchased by the Bank from the commodity supplier which shall be equal to the amount to be utilized by the Customer as specified under the Purchase Request cum Undertaking subject to limit of the Facility. (v) Bank s Sale Price: Ringgit Malaysia [ ] (RM [ ]) only. The Bank s Sale Price shall be the aggregate of: a) Bank s Purchase Price ( Principal ); and b) Profit Portion. Profit Portion shall mean the profit margin based on the Ceiling Profit Rate (CPR) as detailed herein. Notwithstanding the above, the Profit Portion of the Bank s Sale Price payable by the Customer shall be calculated based on Effective Profit Rate (EPR) as detailed herein. The difference between the Profit Portion calculated based on CPR and EPR shall be waived by the Bank by way of Ibra. (vi) Customer s Sale Price: An amount equivalent to the Bank s Purchase Price 12

14 (vii) Profit Rate: *Ceiling Profit Rate ( CPR ) is 10.75% per annum. Effective Profit Rate ( EPR ) is Base Financing Rate ( BFR ) plus [ ] percent ([ ]) per annum. The BFR at the time of the Letter of Offer is [6.60%] per annum and subject to change from time to time. The Bank will inform the Customer of any change in the BFR. In the event of any increase in the BFR, the EPR shall increase proportionately subject to such increment not exceeding the CPR. In the event of any decrease in the BFR, the EPR shall decrease proportionately. *Ceiling Profit Rate ( CPR ) is 10.75% per annum. Effective Profit Rate ( EPR ) is Base Financing Rate ( BFR ) minus [ ] percent ([ ]) per annum. The BFR at the time of the Letter of Offer is [6.60%] per annum and subject to change from time to time. The Bank will inform the Customer of any change in the BFR. In the event of any increase in BFR, the EPR shall increase proportionately subject to such increment not exceeding the CPR. In the event of any decrease in BFR, the EPR shall decrease proportionately. At any point of time, the EPR is to be above the Bank s COF as determined by the Bank. COF stands for the Bank s Cost of Funds and is taken as the sum of the Islamic Interbank Money Market rate ( IIMM ) plus cost of maintaining statutory reserves and complying with the liquidity and other requirements imposed from time to time either internally or externally by Bank Negara Malaysia ( BNM ) or any other appropriate authorities having jurisdictions over the Bank. *delete if not applicable (viii) Availability Period The first disbursement of the Facilities shall be made within [ ] months from the date of the Supplemental Letter of Offer, failing which the Bank at its absolute discretion can either extend the Availability Period or not. If the Bank does not extend the Availability Period, the Bank may treat the Facilities as cancelled if the sale and purchase of the Commodity between the Bank and Customer has not been entered into. However if the said sale and purchase has been entered into, the Customer's Sale Price received from the sale of the Commodity to the commodity supplier prior to disbursement shall be treated as prepayment of the Bank's Sale Price (Principal Portion) and the Profit Portion shall be waived as Ibra' in accordance with xviii below. (ix) Tenure: The period for payment of the Bank s Sale Price shall be [ ] commencing from the date of disbursement with option to renew and subject to annual review. 13

15 (x) Mode of Disbursement: The Facility shall be disbursed as an available limit for utilization in the Customer s designated current account-i. (xi) Payment: (1) Payment of Bank s Sale Price (a) The Profit Portion of the Bank s Sale Price is payable on monthly basis throughout the Tenure and the amount shall be advised by the Bank; and (b) The Bank s Purchase Price is payable in full at the end of the Tenure. (2) Commencement of Payment of Bank s Sale Price [insert the details] (xii) Review And Renewal The Facility is granted conditional upon the Customer conducting its account with the Bank satisfactorily at all times. Notwithstanding the above, the Bank reserves the right in accordance with Shariah to review periodically and subsequently modify the terms and conditions of the Facility. Subject to Shariah, in the event that there is breach of any terms and conditions of this Letter of Offer and/or occurrence of any of Event of Default, the Bank shall have absolute right to cap the Facility for utilization, freeze the relevant account, set off the Customer's account with the Bank and/or security deposit (if any) deposited with the Bank including but not limited to accelerate payment of the outstanding, due and payable Bank s Sale Price and enforce any of the Bank's remedy under the Security. Prior to the expiry of the Tenure of the Facility, the Bank at its absolute discretion may renew the Facility for a new Tenure by issuing a notice to the Customer. Unless the Customer informs the Bank of the Customer s intention not to renew the Facility prior to the expiry date of the Tenure, the Bank shall proceed with renewing the Facility by way of the Customer and the Bank entering into a new Tawarruq transaction in accordance with the Clause on Nature/Mode of Financing above On such renewal, all proceeds of the new or renewed Facility shall first be applied towards the payment of all amounts then outstanding and due to the Bank under the existing Facility without further notice or demand.. 14

16 (xiii) Utilization of the Facility The Bank shall provide the Customer with a chequebook to enable the Customer to withdraw money from the current account-i from time to time within the tenure and the limit of the Facility. Any debit to the current account-i creating a debit balance shall constitute a utilization of the Facility. Any credit to the current account-i shall constitute as a replenishment of the Facility. Subject to Shariah, the Bank shall have the right to limit the utilization of the Facility from the current account-i to any amount in the event of any breach of any terms and conditions herein and/or occurrence of an Event of Default without any requirement for concurrence by the Customer in order to effect any limitation imposed by the Bank. (xiv) Regularization of Account In cases where the current account-i has been utilized in excess of the limit for payment of installment or bank charges, the Customer shall regularize the current account-i accordingly. (xv) Early Settlement The Customer shall be entitled to make an early settlement of the Bank s Sale Price by giving at least thirty (30) business days advance written notice to the Bank and paying the Settlement Amount on the date(s) as shall be determined by the Bank. Any notice for Early Settlement shall be irrevocable and the Customer shall be obligated to make such settlement in accordance with the notice. 15

17 (xvi) Settlement Amount The Settlement Amount shall be the aggregate of:- a) Outstanding Bank s Purchase Price; and b) Profit Portion based on EPR calculated up to the date the Settlement Amount is paid LESS Profit Portion based on EPR which has been paid to the Bank; and c) Ta widh (Compensation) calculated up to the date the Settlement Amount is paid (if any); and d) Other charges (if any). Outstanding Bank s Purchase Price shall mean the Bank s Purchase Price portion of the Bank s Sale Price which has not been paid to the Bank. The difference between : (i) (ii) the Bank s Sale Price and the aggregate of (a), (b)above and the portion of the Bank s Sale Price which has been paid to the Bank shall be waived by way of Ibra. (xvii) Agency Fee: A non-refundable fee of RMXX for every RM1,000, transacted amount or any part thereof for acting as the Customer s agent in respect of each sale of the Commodity to a commodity broker under the Tawarruq transaction and such fee will be debited from the Customer s account maintained with the Bank upon billing by the Bank or paid by the Customer in any manner as determined by the Bank. 16

18 (xviii) Ibra The parties hereby agree that the Bank shall grant Ibra in the the following circumstances. (i) Difference in Profit Portion Calculated Based on CPR and EPR. The difference between the Profit Portion calculated based on CPR and EPR shall be waived by the Bank by way of Ibra. (ii) Early Settlement or Event of Default The Bank shall grant an Ibra on the Bank s Sale Price upon receipt of the Settlement Amount pursuant to:- (i) (ii) the Customer exercising its right for early settlement as stated in xv above; or The Bank exercising its right to terminate the Facility upon Event of Default. The Settlement Amount and Ibra shall be determined and described in xvi above. (iii) Cancellation of Facility Pursuant to Expiry of Availability Period In the event the Facility is cancelled by the Bank, the Profit Portion calculated on the undisbursed amount shall be waived by the Bank by way of Ibra. (xix) Ta widh Notwithstanding anything contained in this Agreement, the Customer hereby agrees, covenants and undertake to pay to the Bank Ta widh (compensation) in the event as stipulated in the General Conditions. (a) for default in payment during the Tenure, the Ta widh (compensation) rate that shall be applied is up to one per centum (1%) per annum or any other rates approved by Bank Negara Malaysia (BNM) on the overdue instalments from the due date (s) for payment of such installment(s) until the date when payment is received by the Bank; 17

19 (b) for default in payment during the Tenure where such default causes the entire facility(ies) granted under this Agreement to be terminated or brought to court for judgement prior to maturity, the Ta widh (compensation) rate that shall be applied is up to one per centum (1%) per annum or any other rates approved by BNM on the outstanding Bank s Sale Price less Ibra as may be applicable ( Outstanding Balance ) from the date the entire facility(ies) granted under this Agreement is terminated until the date the Outstanding Balance is received by the Bank or the judgement is obtained, whichever is earlier; and (c) for default in payment beyond the Tenure, the Ta widh (compensation) rate to be applied shall not be more than the BNM s prevailing daily overnight Islamic Interbank Money Market Rate (IIMM) or any other rates approved by BNM on the Outstanding Balance from the date the Tenure expires until the date the outstanding Bank s Sale Price is received by the Bank. The Ta widh (compensation) amount shall not be compounded on the overdue instalment and/or Outstanding Balance, as the case may be. The accumulated Ta widh (compensation) shall not exceed one hundred percent (100%) of the Outstanding Bank s Purchase Price. 18

20 SCHEDULE 3 Purchase Request cum Undertaking Dated: From: [Customer] [Address] To: CIMB ISLAMIC BANK BERHAD Dear Sirs PURCHASE REQUEST CUM UNDERTAKING (for Cash Line-i Facility) 1. We refer to the Supplemental General Facility Agreement dated [ ] between yourselves and ourselves (the Agreement ) and the Supplemental Letter of Offer dated [ ] (the Letter of Offer ). Terms defined in the Agreement and the Supplemental Letter of Offer will have the same meanings herein. 2. This is to confirm that we would like to utilise the Facility and we are willing to purchase the Commodities from you at the Bank s Sale Price. We irrevocably and unconditionally undertake to do so by signing this Purchase Request cum Undertaking. 3. The Bank s Purchase Price: [insert the amount to be disbursed under the relevant facility] The Bank s Sale Price: is calculated pursuant to the Agreement and/or the Supplemental Letter of Offer. 4. After you have purchased the Commodities from the Commodity Supplier, we hereby appoint you to act as our agent to purchase the Commodities on our behalf and to conclude the purchase of the Commodities from the Bank at the Bank s Sale Price. 5. After the conclusion of our purchase of the Commodities we hereby appoint you to act as our agent to sell the Commodities on our behalf and to conclude the sale of the Commodities to the Commodity Broker at the Customer s Sale Price which shall be equivalent to the Bank s Purchase Price. 19

21 6. In consideration of you acting as our agent pursuant to paragraphs 4 and 5 above, we shall pay you an amount as stated in the Agreement and/or the Supplemental Letter of Offer as the Agency Fee. 7. Your appointment as our agent and our undertakings hereunder shall be valid for period of [ ] from the date of this Purchase Request cum Undertaking and for the same duration from the date of any renewal notice with respect to any Renewed Facility as defined herein. 8. We understand and agreed that the Facility shall be valid and made available for the Tenure specified in the Agreement and/or the Supplemental Letter of Offer. We have also understood and agreed that the Facility may be renewed ( Renewed Facility ) upon you serving us the renewal notice. For the purpose of this letter the term Tenure shall include reference to the Tenure of the Renewed Facility with respect to such Renewed Facility. 9. In case of renewal of the Facility on the same terms and conditions we hereby confirm we have agreed for the utilisation of the Renewed Facility and we hereby give the same instructions, undertakings and agency appointment as set out above with respect to each Renewed Facility. 10. We hereby agree to indemnify you against any liability, damages, losses or expenses (including legal expenses on a solicitor and client and on a full indemnity basis) which you may sustain or incur as a consequence of any of your actions as our agent in respect of any of the matters specified above UNLESS such liability, damages, losses or expenses are sustained as a consequence of your negligence or wilful misconduct. Thank you. Yours faithfully For and on behalf of [Customer] Authorised Signatory Name: Designation: 20

22 SCHEDULE 4 (which shall be read, taken and construed as an integral part of this Agreement) Murabahah Sale Confirmation From: CIMB ISLAMIC BANK BERHAD ( the Bank ) To: [Customer] [Address] Date: Re: The Murabahah Sale Confirmation We refer to the General Facility Agreement dated [ ] and Supplemental General Facility Agreement dated Unless otherwise defined herein, words and expressions defined in the General Facility Agreement and Supplemental General Facility Agreement shall have the same meanings when used or referred to herein. We also refer to the Purchase Request Cum Undertaking dated [ ]. This is to confirm that:- i. The Bank, has at your specific request purchased the Commodity from the Commodity Supplier at the Bank s Purchase Price; AND ii. iii. Pursuant to the Purchase Request Cum Undertaking, the Bank as your agent has concluded the purchase of the Commodity from the Bank at the Bank s Sale Price; AND Pursuant to the Purchase Request Cum Undertaking, the Bank as your agent has sold the Commodity to the Commodity Broker (other than the Commodity Supplier referred to in (i) above) at the Customer s Sale Price which is equivalent to the Bank s Purchase Price. The details of the transaction(s) are as follow:- Cash Line-i Facility [To insert facility amount] a. Commodity: Crude Palm Oil b. Quantity: c. Bank s Purchase Price: [insert the Bank s Purchase Price] d. Bank s Sale Price: [insert the Bank s Sale Price] 21

23 e. Profit Rate: [To state the Profit Rate used for the calculation of Bank s Sale Price i.e. CPR]] f. Payment of the Bank s Sale Price: As stated in the Supplemental General Facility Agreement. Yours faithfully, CIMB ISLAMIC BANK BERHAD Duly Authorised Signatory Name: Designation: 22

24 SCHEDULE 5 (Disbursement Notice) To: CIMB ISLAMIC BANK BERHAD (Company No H) Attention: Date: Dear Sirs, Cash Line-i FACILITY OF RINGGIT MALAYSIA [ ] (RM[ ]) ( Facility ) GRANTED BY CIMB ISLAMIC BANK BERHAD TO [ ] ( Customer ) We refer to the Facility of Ringgit Malaysia [ ] (RM [ ]) only to be made available by the Bank to ourselves pursuant to the General Facility Agreement dated [ ]entered into between the Bank and the Customer ( General Facility Agreement ) and Supplemental General Facility Agreement dated [ ]entered into between the Bank and the Customer ( Supplemental General Facility Agreement ) and the Purchase Request cum Undertaking dated [ ] and issued by the Customer. We hereby: (a) give you notice that we wish you to disburse the amount of Ringgit Malaysia [ ] (RM [ ]) directly to our Current Account-i, the particulars of which are as follows: Bank: Account name: Account number: Amount: CIMB ISLAMIC BANK BERHAD RM [ ] (b) confirm that: (i) (ii) the conditions precedent contained in Section 7.01 and other and specific conditions contained in Section 7.03 and Section 7.04 of the General Facility Agreement are satisfied as at the date hereof and we know of no reason why it should not be satisfied as at the date hereof; the representations and warranties contained in Section 3.01 of the General Facility Agreement if repeated at the date of this Notice with reference to the facts and circumstances subsisting at the date of this Notice would be true and accurate in all respects; 23

25 (iii) (iv) (v) (vi) no Event of Default under the General Facility Agreement has occurred which constitute, with the lapse of time and or the giving of notice and/or a relevant determination would constitute a default; no extraordinary circumstances or changes of law or other government action has occurred which shall make it improbable that our business can be carried out or that we shall be able to observe and perform the covenants and obligations on our or their part to be observed and performed under the General Facility Agreement, the Supplemental General Facility Agreement, the Transaction Documents and the Security Documents; the covenants and undertakings contained in the General Facility Agreement have at all times been complied with; and such disbursement is within our powers and has been validly authorized by all appropriate action. Yours faithfully, For and on behalf of the Customer, [Customer] Authorised Signatory 24

26 CONSENT OF EXISTING SECURITY PARTY We, the undersigned being the [insert the Existing Security Party] pursuant to a [insert name of the Existing Security Document] dated the for the Existing Facilities do hereby agree and consent to the renewal of the Cash Line-i Facility upon the terms and conditions stipulated in this Supplemental General Facility Agreement and we hereby agree that the Existing Security Documents in the form of the [insert name of the Existing Security Document] given by us to the Bank shall remain valid and enforceable against us for the purpose of this Supplemental General Facility Agreement. SIGNED and SEALED by ) the abovenamed ) in the presence of :- ) Name: NRIC No.:. Name: NRIC No.: 25

27 CONSENT OF EXISTING SECURITY PARTY We, the undersigned being the [insert the Existing Security Party] pursuant to a [insert name of the Existing Security Document] dated the for the Existing Facilities do hereby agree and consent to the renewal of the Cash Line-i Facility upon the terms and conditions stipulated in this Supplemental General Facility Agreement and we hereby agree that the Existing Security Documents in the form of the [insert name of the Existing Security Document] given by us to the Bank shall remain valid and enforceable against us for the purpose of this Supplemental General Facility Agreement. SIGNED by ) ) ) ) in the presence of :- ) SIGNED by ) ) ) in the presence of :- ) 26