DATED

TAWARRUQ FINANCING FACILITY OF RM[●]

BETWEEN

BANK PEMBANGUNAN MALAYSIA BERHAD

(Registration No. 197301003074 (16562-K))

AND

[insert Customer's name]

(Registration No. [●])

__________________________________________

FACILITY AGREEMENT

__________________________________________

[20221] [Version 1.0]

 FACILITY AGREEMENT

THIS AGREEMENT is made on the date stated in Item 1 of Schedule 1 hereto between
the following parties:

BANK PEMBANGUNAN MALAYSIA BERHAD (Registration No. 197301003074

(16562-K)), a company incorporated in Malaysia under the Companies Act and having its
registered address at Aras 16, Menara Bank Pembangunan, Bandar Wawasan, No. 1016,
Jalan Sultan Ismail, 50250 Kuala Lumpur and its address for service at the address stated in
Item 2 of Schedule 1 hereto ("Bank") of the one part;

AND

The party whose name and description are stated in Item 3 of Schedule 1 hereto
("Customer") of the other part.

The Bank and the Customer shall collectively be referred to as "Parties" and individually as
"Party".

ARTICLE I

RECITAL

Clause 1.1 Application for Facility

At the request of the Customer, the Bank has agreed to grant and make available the
Facility (as defined herein) to the Customer under the Scheme (as defined herein) pursuant
to the Letter of Offer (as defined herein) and subject to and upon the terms and conditions
herein contained.

Clause 1.2 Murabahah Concept

Subject to Clause 1.1 above, the Bank shall make available the Facility to the Customer in
accordance with the financing procedure under the Tawarruq transaction, whereby upon
request from the Customer pursuant to the Purchase Requisition (as defined herein), the
Bank shall purchase the Commodity (as defined herein) from the Appointed Commodity
Trader (as defined herein) at the Purchase Price (as defined herein) and subsequently
thereafter the Bank will sell the Commodity to the Customer at the Selling Price (as defined
herein) on deferred payment basis upon the terms and conditions contained herein.

ARTICLE II

DEFINITIONS AND INTERPRETATION

Clause 2.1 Definitions

(a) In this Agreement, unless the context otherwise requires, the following words and
expressions shall have the following meanings:

"Address for Service" means, in respect of:

(a) the Bank: the address stated in Item 2 of

Schedule 1 hereto;

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 (b) the Customer: the address stated in Item 3
of Schedule 1 hereto;

"Advance Payment" means any advances made by the Bank for any
payment of outgoings on behalf of the Customer for
the purposes of safeguarding the Bank and the
Security Interest created pursuant to the Security
Documents;

"Agreement" means this Facility Agreement, being the agreement

embodying the terms and conditions governing the
rights and obligations of the Customer and the Bank
relating to the Facility as may be amended or varied
from time to time by the Parties;

"Appointed Commodity means a commodity trader approved by the Bank's

Trader" Shariah Committee from time to time;

"Authorisation to Sell" means the authorisation by the Customer, among

other things, which authorises the Bank as its agent
to sell the Commodity to the Appointed Commodity
Trader in the form identified as TWF S1 in
Annexure IV hereto;

"Availability Period" means the period as stipulated in Item 10 of

Schedule 1 hereto or such other period as the
Bank may prescribe in its absolute discretion in
respect of the availability of the Facility subject
always to Shariah requirements;

"Bank" means BANK PEMBANGUNAN MALAYSIA

BERHAD (Registration No. 197301003074
(16562-K)), a company incorporated in Malaysia
under the Companies Act and having its registered
address at Aras 16, Menara Bank Pembangunan,
Bandar Wawasan, No. 1016, Jalan Sultan Ismail,
50250 Kuala Lumpur and its address for service at
the address stated in Item 2 of Schedule 1
hereto and includes persons deriving title
thereunder and its successors in title and assigns;

"BNM" means Bank Negara Malaysia, a body corporate

established under the Central Bank of Malaysia Act
1958 (repealed 2009) and which continues to exist
under the Central Bank of Malaysia Act 2009 of
Jalan Dato' Onn, 50480 Kuala Lumpur and includes
any entities assuming the role of the Central Bank
of Malaysia;

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"Bursa Malaysia Islamic means BURSA MALAYSIA ISLAMIC SERVICES
Services" SDN BHD (Registration No. 200901010654
(0853675-M), a company incorporated in Malaysia
and having its registered address at Exchange
Square, Bukit Kewangan, 50200 Kuala Lumpur and
includes persons deriving title thereunder and its
successors in title and assigns;

"Business Day" means a day (other than a public holiday, Saturday

and Sunday) on which the Bank is open for business
and on which transactions of the nature required by
or pursuant to this Agreement may be carried out;

"COF" means the cost of fund of the Bank;

"Commodity" means the Shariah-compliant commodity as

specified in Item 13 of Schedule 1 hereto
including but not limited to crude palm oil, plastic
resin, oleo chemicals, rubber, cocoa and soybean
products or other Shariah compliant commodities
acceptable to the Bank (excluding ribawi items in
the category of medium of exchange such as
currency, gold and silver) as approved by the Bank's
Shariah Committee;

"Commodity Sale means the commodity sale contract ( Tawarruq

Contract" financing) in the form identified as TWF P3 in
Annexure III hereto;

"Commodity Transaction means collectively, the following documents:

Documents"
(a) Purchase Requisition;

(b) Commodity Sale Contract; and

(c) Authorisation to Sell;

"Companies Act" means the Companies Act 2016 [Act 777];

"Conditions Precedent" means the conditions precedent and additional

conditions precedent (if any) as set out in
Schedule 3 and Schedule 3A respectively hereto;

"Customer" means the party whose name and description are as

stated in Item 3 of Schedule 1 hereto and shall,
where the context so admits, include its successors
in title and permitted assigns;

"Designated Accounts" means, collectively, the Shariah-compliant accounts,

the details of which are stated in Item 18 of
Schedule 1 hereto, opened with the Designated
Account Bank subject to the terms and conditions as
stated in Schedule 13 hereto;

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"Designated Account means a bank or financial institution acceptable to
Bank" the Bank, where the Designated Accounts are
opened and maintained;

"DFIA" means the Development Financial Institutions Act

2002 [Act 618];

"Disbursement Date" means the date on which the Facility is disbursed by

the Bank to the Customer pursuant to the issuance
of the Disbursement Notice;

"Disbursement Notice" means a written notice of disbursement as set out in

Annexure VI hereto or in such other form and
content acceptable to the Bank duly completed,
signed and delivered by the Customer to the Bank at
least five (5) Business Days prior to the proposed
Disbursement Date or such shorter period as the
Bank may agree upon;

"Event of Default" means any of the events specified in Schedule 9

and Schedule 9A (if any) hereto or any event,
which with the lapse of time and/or the giving of
notice and/or a determination being made under the
relevant Paragraph would constitute an Event of
Default;

"Facility" means the non-revolving financing facility under the

Shariah concept of Murabahah via Tawarruq
arrangement of up to the limit as specified in Item 6
of Schedule 1 or any part thereof granted to the
Customer under this Agreement and includes any
increase, reduction or other variation howsoever and
whatsoever of the Facility, subject always to Shariah
requirements;

"Grace Period" means the period as stated in Item 19 of Schedule

1 hereto;

"Legal Process" means all forms of originating processes,

interlocutory applications of whatever nature,
affidavits, orders and such documents other than the
aforesaid which are required to be served under the
Rules of Court, notices required to be given to the
other Party under the Commodity Transaction
Documents and/or the Security Documents and
correspondence between the Parties, notices under
the Companies Act and the Insolvency Act 1967 [ Act
360] and the rules or regulations made thereunder;

"Letter of Offer" means the letter of offer as described in Item 5 of

Schedule 1 hereto issued by the Bank and duly
accepted by the Customer (which includes any
amendment, variation, modification, notification or
supplement whatsoever thereto);

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"Material Adverse means any event or events which, in the opinion of
Effect" the Bank, may or would:

(a) have adverse effect on any of the following:

(i) the financial condition, operation or

business of the Customer and/or the
Security Party; or

(ii) the ability of the Customer or the

Security Party to perform its
respective obligations under the
Security Documents or the Project
Documents or the Project Consent,
where applicable; or

(iii) the validity, legality and

enforceability of any of the Security
Documents or the Project
Documents; or

(b) cause the suspension, cancellation,

revocation or termination of any of the
Security Documents or the Project
Documents or the Project Consent, where
applicable; or

(c) prejudice the rights and/or remedies of the

Bank under the Security Documents;

and references herein to an event or circumstance

which "has" or which "would have" a material
adverse effect shall be construed accordingly;

"Month" means a Gregorian calendar month;

"Murabahah" means a Shariah based contract which involves a

sale and purchase transaction of a specified
commodity/asset for financing purpose whereby the
cost and profit margin (mark-up) are made known,
disclosed and agreed by all parties involved.
Settlement for the purchase may be made either on
a deferred lump sum basis or on an instalment basis,
and will be specified in the agreement. Murabahah is
one of the contracts of exchange (` uqud al-
mu`awadhah) recognised under the principles of
Shariah;

"Profit" means the profit margin of the Bank which is

equivalent to the difference between the Selling Price
and the Purchase Price and the amount is calculated
based on the rate as specified in paragraph 9 of the
Letter of Offer and also Item 7 of Schedule 1
hereto;

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"Project" means the project as described in Item 4 of
Schedule 1 hereto;

"Project Consent" means such consents required for the execution of

the Project;

"Project Documents" means the Project Documents and any other contract
or relevant documents entered or to be entered into
by the Customer in relation to the Project as may be
amended, varied or supplemented from time to time
by the parties thereto as stated in Item 16 of
Schedule 1 hereto;

"Purchase Price" means the aggregate amount as specified in Item

12 of Schedule 1 hereto, the amount of which is
not exceeding the Facility, payable by the Bank for
the purchase of the Commodity from the Appointed
Commodity Trader;

"Purchase Requisition" means the purchase requisition in the form set out in
Annexure I hereto, which shall be completed,
signed and delivered by the Customer to the Bank at
least three (3) Business Days or such shorter period
prior to the proposed purchase of the Commodity as
the Bank may agree;

"Ringgit Malaysia" or means the lawful currency of Malaysia;

"RM"

"Rules of Court" means the Rules of Court 2012;

"SAC" means the BNM Shariah Advisory Council;

"Scheme" means the scheme of financing as stated in Item 6A

of Schedule 1 hereto;

"Secured Amounts" means the Selling Price, fees, and other charges or
cost and any other moneys or otherwise owing, due
and payable, outstanding or otherwise payable or
agreed to be payable by the Customer in respect of
or arising from the Facility or the Security Documents
and includes any part or balance thereof;

"Security" means the security as listed in Item 14 of

Schedule 1 hereto and shall include any other
security for the time being or from time to time
constituting security for the obligations, liabilities and
indebtedness of the Customer under and in
connection with the Facility;

"Security Documents" means collectively, this Agreement and any other

documents as specified in Item 15 of Schedule 1
hereto (which includes any amendment, variation,
modification or supplement whatsoever thereto) and
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 shall include any other security documents for the
time being or from time to time constituting security
for the obligations, liabilities and indebtedness of the
Customer under and in connection with the Facility
and where the context so permits, references to
“Security Document” shall be construed as
references to any one of them;

"Security Interest" means any charge, mortgage, assignment,

debenture, pledge, lien or any other security interest
whatsoever in any property, whether movable or
immovable, tangible or intangible, howsoever
created or arising;

"Security Party" means the party or parties executing the Security

Documents and includes a guarantor and/or any
party or parties providing security to the Bank to
secure the payment by the Customer of the Secured
Amounts and all moneys, costs, profits, charges and
all other moneys arising from or in connection with
the Facility;

"Selling Price" means the aggregate price at which the Bank agrees
to sell to the Customer the Commodity as specified in
Item 11 of Schedule 1 hereto, which is payable by
the Customer to the Bank on a deferred payment
term and as transacted in the Commodity Sale
Contract, which shall comprise the Purchase Price
plus the Profit;

"Special Conditions" means the special conditions as set out in Schedule

5 hereto;

"Tawarruq" means transactions by which an asset or commodity

is purchased upon deferred payment term and then
sold to a third party to obtain cash;

"Tenure" means the period for payment of the Selling Price as

specified in Item 9 of Schedule 1 hereto.

(b) Further to Clause 2.1(a), the additional definitions (if any) as set out in Schedule
2 hereto shall also apply.

Clause 2.2 Interpretation

In this Agreement, where the context so admits:

(a) words importing the masculine gender include the feminine and neuter genders;

(b) words importing the singular number include the plural number and vice-versa;

(c) words applicable to natural persons include any body of persons, company,
corporation, firm or partnership, corporate or unincorporated;

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(d) the words "hereof", "herein", "hereon", "hereinafter", "hereunder" and words of
similar import, when used in this Agreement, shall where the context requires or
allows, refer to this Agreement as a whole and not to any particular provision of this
Agreement;

(e) any reference herein to "this Agreement" or any other documents shall be construed
as a reference to this Agreement or, as the case may be, such other documents or
document as the same may have been, or may from time to time be, amended,
restated, varied, novated or supplemented;

(f) references herein to Clauses, Paragraphs, Articles, Schedules and Annexures are
references to Clauses, Paragraphs, Articles, Schedules and Annexures in or to this
Agreement unless otherwise specified;

(g) the Schedules and Annexures to this Agreement are to be taken, read and construed
as essential parts of this Agreement, and the Schedules shall prevail over the body of
this Agreement for the purpose of interpretation and enforcement of this Agreement;

(h) the headings and sub-headings to the Clauses and Articles of this Agreement are
inserted for purposes of convenience only and shall not be deemed to be a part
thereof or be taken into consideration in the interpretation or construction of this
Agreement;

(i) where an act is required to be done within a specified number of days after or from a
specified date, the period is inclusive of and begins to run from the date so specified;

(j) a period of a month from the happening of an event or the doing of an act or thing
shall be deemed to be inclusive of the day on which the event happens or the act or
thing is or is required to be done;

(k) any reference to legislation and statutes and the rules made thereunder includes all
subsidiary legislation thereunder, modifications, amendments, or re-enactments
which may be enacted or made at any time and from time to time, and in the case
where the Customer is Labuan incorporated or a foreign company, such
corresponding legislation and statutes and rules made thereunder of Labuan or the
jurisdiction in which the Customer is incorporated, as the case may be;

(l) where the Customer is a company, the provisions contained herein which are
primarily and literally applicable to the case of natural persons shall be construed and
take effect as if the Customer were a natural person, and shall bind all of its assigns
and successors in title. Accordingly, any references herein relating to bankruptcy
shall thereafter be references relating to winding-up, liquidation, amalgamation or
reconstruction, as the case may be, of the Customer;

(m) where the Customer shall comprise of more than one (1) person, all agreements,
covenants, stipulations, undertakings, obligations and liabilities to be made by and/or
on the part of the Customer hereunder shall be deemed to be made by and binding
upon such persons jointly and severally;

(n) where the Customer shall comprise of more than one (1) person, the Bank shall be
entitled to and is hereby expressly authorised to act on the instructions of and to
deal with any one or more of them as the Bank shall in its absolute discretion deem
fit and subject always to Shariah requirements;

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(o) "subsidiaries", "corporation" and "related corporations" shall be construed in
accordance with the Companies Act.

ARTICLE III

THE FACILITY

Clause 3.1 The Facility

At the request of the Customer and upon the terms and conditions hereof, the Bank hereby
agrees to make available to the Customer the Facility subject to the terms and conditions of
this Agreement.

Clause 3.2 The Purpose

The Facility shall be utilised by the Customer exclusively for the purpose as stated in Item 8
of Schedule 1 hereto. However, the Bank is not bound to check and/or to ensure that the
Facility is used exclusively for the purpose as mentioned above and the obligations of the
Customer under this Agreement shall not in any way be prejudiced or affected or diminished
by reason that all or any part of the Facility is utilised for some other purpose (whether or
not the Bank has notice of that fact).

Clause 3.3 Tenure of the Facility

The Facility shall have the tenure as set out in Item 9 of Schedule 1 hereto. The Facility
shall be settled in full by the Customer on or before the last day of the Tenure.

Clause 3.4 Tawarruq Transaction

In accordance with the financing procedure of the Bank under the concept of Murabahah via
Tawarruq arrangement and subject to Schedule 12 hereto, the Customer may utilise the
Facility in the manner set out in Paragraph 1 of Schedule 6 hereto and the fulfilment of all
other terms specified in Schedule 6 hereto.

Clause 3.5 Availability Period

The Facility shall be available for utilisation during the Availability Period. Subject always to
Shariah requirements, if the whole or any part of the Facility is not utilised by the expiry of
the Availability Period, the Bank may, with prior written notice to the Customer, terminate
and/or cancel the Facility (pursuant to such termination and/or cancellation, the unutilised
amount, in respect of which `aqad or commodity trading has been performed/executed,
shall be deemed as prepayment and/or early settlement and shall be subject to Ibra'
(rebate) in accordance with Clause 3.9 hereof) or extend the Availability Period upon such
terms and conditions as the Bank shall be entitled to impose at its discretion. Any extension
of the Availability Period may be subject to revision of the applicable profit rate.

Clause 3.6 Profit Rate

The Selling Price shall be calculated at the rate as stated in Item 7 of Schedule 1 hereto.

Clause 3.7 Settlement/Payment of the Selling Price

The Customer shall pay the Selling Price to the Bank in accordance with Item 17 of
Schedule 1 hereto and the Commodity Sale Contract.

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Clause 3.8 Rescheduling/Restructuring of the Facility

(a) If applicable and subject always to Shariah requirements, before the expiration of the
Tenure, the Customer may, by giving a prior thirty (30) days' notice to the Bank,
apply to the Bank to reschedule or restructure the Facility. The Bank may at its
absolute discretion reschedule or restructure the Facility subject always to Shariah
requirements and the terms and conditions as may be specified by the Bank.

(b) Upon the grant of the rescheduling or restructuring, the Bank and the Customer shall
enter into new Commodity Transaction Documents subject to the terms and
conditions to be agreed upon by the Parties.

(c) Notwithstanding the execution of the new Commodity Transaction Documents, all
the terms, covenants, conditions, rights and liabilities of the Parties under this
Agreement shall remain and be binding unless otherwise varied in writing by the
Parties.

(d) The Customer agrees that the Bank may, at its discretion, grant or refuse the
rescheduling or restructuring of the Facility.

Clause 3.9 Ibra' (Rebate)

(a) The Bank shall grant Ibra’' (rebate) in the following circumstances:

(i) early settlement or early redemption of the Selling Price;

(ii) partial settlement or partial redemption of the Selling Price;

(iii) the Facility is not fully disbursed and/or utilised by the Customer;

(iv) where applicable, settlement of the Selling Price due to restructuring of the
Facility;

(v) settlement of the Selling Price in the case of the occurrence of an Event of
Default; and/or

(vi) settlement of the Selling Price in the event of termination and/or cancellation
of the Facility before the maturity date of the Facility,

provided that nothing herein shall prejudice the rights and powers of the Bank nor
operate as waiver in the event of subsequent breach by the Customer after the
granting of Ibra’ (rebate). The formula and illustrated calculation of the Ibra' (rebate)
for the abovementioned circumstances is illustrated in Schedule 10 hereto and shall
be in accordance with any rules, guidelines, regulations and/or directives (whether or
not having the force of law) required of or imposed upon the Bank from time to time
and at any time by BNM or any other authority having jurisdiction over the Bank.

(b) For circumstances as described in Clause 3.9(a)(ii) and Clause 3.9(a)(iii) above,
the Ibra’'(rebate) shall be granted at the end of the Tenure.

(c) The grant of Ibra’' (rebate) by the Bank under this Agreement shall always be
subject to Shariah and the resolutions of the SAC and relevant BNM standards.

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Clause 3.10 Facility in Excess

Subject always to Shariah requirements, the Customer shall be liable for any excess
utilisation of the Facility and shall pay the Bank such excess subject to the terms and
conditions as may be determined by the Bank from time to time.

Clause 3.11 Addition, Conversion or Substitution of Facility

Subject always to Shariah requirements, the Bank may, at any time or from time to time at
its discretion, at the request of the Customer grant additional or further facilities, vary,
convert or substitute the Facility under this Agreement and/or the Security Documents with
any other facilities upon such terms and conditions as may be stipulated by the Bank in
writing or in such form as the Bank may require and duly signed by the Customer in
acceptance thereof and all the provisions of this Agreement and/or the Security Documents
shall, unless otherwise stipulated by the Bank, secure such additional, further, varied,
converted or substituted facilities.

Clause 3.12 Right to Review

Notwithstanding any other provisions contained herein, the Facility is subject to periodic
review by the Bank at any time during its continuance irrespective of whether or not an
Event of Default has occurred. Nothing herein shall impose on the Bank any obligation at
law or in equity to make or to continue to make available the Facility to the Customer. The
Bank may at any time modify, restructure, convert, suspend, or terminatecancel and/or
cancel the Facility at the Bank's absolute discretion and subject always to Shariah
requirements.

Clause 3.13 Fund

The Facility shall be made available by using the funds from the Scheme (where applicable).

Clause 3.14 Fees

(a) Administrative Fee

(i) Any request for variation of the terms or conditions of the Letter of Offer, this
Agreement and/or the Security Documents, or for rescheduling or
restructuring of the Facility shall be subject to such fee (if any) stipulated in
the Letter of Offer.

(ii) For the purpose of this clause, reference to "variation" includes changes in
the specified machinery and equipment, reduction in Facility amount,
extension of period for execution of the Security Documents or extension of
time for fulfilment of the Conditions Precedent or extension of the Availability
Period. The Bank may at its absolute discretion and subject always to Shariah
requirements, waive the charges if the charges arise from circumstances
beyond the Customer's control.

(iii) The administrative fee shall be subject to taxes, where applicable, which shall
be borne by the Customer.

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(b) Cheque Returned

The Customer shall also be liable for such fee (if any) stipulated in the Letter Offer
for every cheque returned. The fee shall be subject to taxes, where applicable, which
shall be borne by the Customer.

Clause 3.15 Transaction Fee

The Customer shall pay the transaction fee for the Tawarruq transaction to the Bank
stipulated in the Letter of Offer. The transaction fee shall be subject to taxes, where
applicable, which shall be borne by the Customer.

Clause 3.16 Processing Fee

The Customer shall pay the processing fee to the Bank (if any) stipulated in the Letter of
Offer. The processing fee shall be subject to taxes, where applicable, which shall be borne
by the Customer.

Clause 3.17 Letter of Credit Fee/Commission

The Customer shall pay the letter of credit fee/commission to the Bank (if any) stipulated in
the Letter of Offer. The letter of credit fee/commission shall be subject to taxes, where
applicable, which shall be borne by the Customer.

ARTICLE IV

CONDITIONS PRECEDENT AND DISBURSEMENT CONDITIONS

Clause 4.1 Conditions Precedent

(a) Conditions Precedent

Notwithstanding any other provisions herein contained, the Bank shall not be bound
to make available or continue to make available the Facility or any part thereof
unless and until the Conditions Precedent as set out in Schedule 3 and Schedule
3A (if any) hereto have been fulfilled to the full satisfaction of the Bank.

(b) Waiver of Conditions Precedent

It is hereby expressly acknowledged and declared that the Conditions Precedent are
inserted for the sole benefit of the Bank and therefore may be waived wholly or in
part by the Bank at its sole and absolute discretion and subject always to Shariah
requirements, without prejudicing the rights of the Bank under any document and
such waiver shall not prejudice the rights of the Bank to insist on the Customer's
compliance with any such waived Conditions Precedent at any subsequent time.

(c) Cancellation Pending Compliance

Pending the fulfilment of the Conditions Precedent hereinbefore stipulated to the

Bank's satisfaction, the Bank may at its absolute discretion and subject always to
Shariah requirements, terminate and/or cancel the Facility or suspend the utilisation
of the Facility or any part thereof with prior written notice to the Customer.

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Clause 4.2 Conditions Subsequent

Subject always to Shariah requirements, the Bank shall have the absolute right and
discretion, now or hereinafter or from time to time, to impose any conditions subsequent as
the Bank may deem fit for the utilisation and/or continued utilisation of the Facility by the
Customer, as listed in Schedule 4 hereto (if any).

Clause 4.3 Special Conditions

Subject always to Shariah requirements, the Bank shall have the absolute right and
discretion, now or hereinafter or from time to time, to impose such other terms and
conditions as the Bank may deem fit for the availability and/or continued utilisation of the
Facility by the Customer, as listed in Schedule 5 hereto (if any). For the avoidance of doubt
and notwithstanding any other provisions contained herein, the Special Conditions shall
prevail for the purpose of interpretation and enforcement of this Agreement.

Clause 4.4 Disbursement Conditions

Disbursement of the Facility or any part thereof shall be made by the Bank subject to the
fulfilment of the disbursement conditions and the additional disbursement conditions (if any)
as set out in Schedule 6 and Schedule 6A respectively hereto to the satisfaction of the
Bank.

Clause 4.5 Performance of Covenants

The obligation of the Bank to allow the Customer to utilise the Facility shall also be subject
to the following conditions:

(a) the Bank is satisfied that no event has occurred on each of the dates on which the
Facility is utilised so as to render the Facility to become immediately payable, and no
event of default under any agreement or arrangement referred to in this Agreement
shall have occurred and/or still continuing;

(b) there shall not have occurred any default in the performance of any agreement and
arrangements referred to in Clause 4.1 hereof;

(c) no extraordinary circumstances or change of law or other government action shall

have occurred which shall make it improbable that the business of the Customer can
be carried out or that the Customer will be able to observe and perform the
covenants and obligations on its part to be observed and performed under this
Agreement;

(d) there has been no occurrence of Material Adverse Effect since the date the Customer
applied for the Facility;

(e) each of the representations and warranties and additional representations and
warranties (if any) set out in Schedule 7 and Schedule 7A respectively hereto
remains accurate on each of the dates the Facility is utilised as if given on that date
by reference to the facts and circumstances then existing; and

(f) the Customer has submitted to the Bank all relevant documents pertaining to each
utilisation of the Facility;

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then, subject to the provisions of this Agreement and the availability of funds, the Customer
may on any Business Day during the Availability Period utilise the Facility upon the terms
and conditions hereinafter contained.

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 ARTICLE V

PAYMENT AND EARLY SETTLEMENT OF FACILITY

Clause 5.1 Covenant to Pay Selling Price

The Customer hereby covenants to fully pay the Selling Price and all other moneys owing,
due and payable under the Facility in the manner as prescribed and based on the terms of
this Agreement or on demand upon the occurrence of any Events of Default.

Clause 5.2 Grace Period and Payment of Profit

During the Grace Period, the Customer shall pay to the Bank the Profit accrued on the
outstanding amount of the Facility as notified by the Bank. The first of such payment shall
commence on the first (1st) day of the month immediately following the date of the first
disbursement made by the Bank to the Customer of the Facility or part thereof or such other
date as may be stipulated by the Bank.

Clause 5.3 Early Settlement of the Facility

Subject always to Shariah requirements, the Customer shall be given the right to make early
settlement of the Selling Price in full subject to the following conditions:

(a) the Bank shall have received from the Customer not less than three (3) months' prior
written notice of its intention to make settlement in full and the date of such
settlement;

(b) the Customer has paid in full all other moneys owing, due and payable under the
Commodity Transaction Documents or the Security Documents; and

(c) the Bank shall have a right to include in the prepayment sum the instalment amount
for the next three (3) months from the date of the prepayment notice,

provided always that no prepayment shall be allowed where the utilisation tenure is of three
(3) months or shorter period.

Clause 5.4 Irrevocable Notice of Settlement

Any early settlement notice once given pursuant to Clause 5.3(a) hereof shall be
irrevocable and the Customer shall pay the amount as to be determined by the Bank.

Clause 5.5 Late Payment Charges

The Customer shall be liable to pay to the Bank compensation for late payment ( Ta’widh)
and penalty (Gharamah) at the following rate:

(a) Ta'widh at one per cent (1%) per annum on overdue instalment (where applicable)
during the Tenure; and/or

(b) Ta'widh at one per cent (1%) per annum or at the prevailing daily overnight Islamic
Interbank Money Market (IIMM) rate, whichever is lower, or such other rate that
BNM may specify against the outstanding Selling Price (subject to Ibra', if applicable)
if the overdue payment continues beyond the maturity date of the Facility; and/or

15
(c) Ta'widh on the Advance Payment shall be at the rate of one per cent (1%) per
annum or such other rate that BNM may specify against the amount owing, due and
payable commencing from the next day after one (1) day of grace period until full
payment of such amount is made; and/or

(d) Gharamah at the rate of zero per cent (0%).

The amount of such compensation shall not be compounded and shall be applicable both
before and after any judgment or order of a court.

Clause 5.6 Payment free from Deduction, Withholding etc.

All payments by the Customer under this Agreement, the Commodity Transaction
Documents or any of the Security Documents, whether in respect of the Facility, fees or any
other amount, shall be made in full without any deduction or withholding (whether in
respect of set off, counterclaim, duties, taxes, charges or otherwise whatsoever) unless the
deduction or withholding is required by law, in which event the Customer shall:

(a) ensure that the deduction or withholding does not exceed the minimum amount
legally required;

(b) forthwith pay to the Bank such additional amount so that the net amount received by
the Bank will equal the full amount which would have been received by the Bank had
no such deduction or withholding been made;

(c) pay to the relevant taxation or other authorities within the period for payment
permitted by applicable law the full amount of the deduction or withholding
(including, but without prejudice to the generality of the foregoing, the full amount
of any deduction from any additional amount paid pursuant to this clause); and

(d) furnish the Bank, within the period for payment permitted by applicable law either:

(i) an official receipt of the relevant taxation authorities in respect of all amounts
so deducted or withheld as aforesaid, or

(ii) if such receipts are not issued by the relevant taxation authorities on
payments to them of amounts so deducted or withheld, a certificate of
deduction or equivalent evidence of the relevant deduction or withholding.

Without prejudice to any other provisions in this Agreement, the Commodity Transaction
Documents or the Security Documents, in the event that any sales and service tax or any
other taxes, levies or charges whatsoever (collectively ''Taxes") are at any time imposed or
charged by any government, quasi-government, statutory or tax authority in respect of any
sums payable to the Bank or any sums received or receivable by the Bank, any costs or
expenses paid or incurred by the Bank, or any moneys and liabilities intended to be secured
by the Security Documents, the Taxes shall (except to the extent prohibited by law) be
borne by or chargeable to the Customer. The Bank may pay the Taxes when due (but unless
required by law, shall be under no obligation to do so) and the Taxes so paid, together with
penalty thereon (if any), shall on demand be repaid to the Bank by the Customer, and until
payment shall be secured by the Security Documents and the Bank may without prior notice
debit the Taxes and penalty thereon (if any) to any account of the Customer. The
obligations of the Customer hereunder shall survive the payment of the Facility and the
discharge of the Security Documents.

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Clause 5.7 Payment in Gross

All moneys received by the Bank from or on account of the Customer or from any other
person (including but not limited to any surety) or from the realisation of the Security
Documents or any security or otherwise for the purpose of being applied in reduction of the
Secured Amounts shall be regarded for all purposes as payment in gross, and not as
appropriated or attributable to any specific part or item of the said moneys covenanted to
be paid even if appropriated thereto by the Bank. All securities now or at any time held by
the Bank shall be treated as security for the said general balance. The Customer or any
other person or persons claiming under the Customer shall have no claim to such securities
or to any part thereof or any interest therein unless and until the Bank has received the full
amount owing, due and payable to the Bank by the Customer.

Clause 5.8 Other Terms of Payment

(a) Payments by the Customer under the Facility shall be made in Ringgit Malaysia or in
any other currency as may be specified by the Bank and shall be made on or before
the date on which the relevant payment is owing, due and payable under the terms
of this Agreement.

(b) If any payment would otherwise be owing, due and payable on a day which is not a
Business Day, it shall be owing, due and payable on the next succeeding Business
Day or, if that Business Day falls in the following month, on the preceding Business
Day.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Clause 6.1 Representations and Warranties

The Customer acknowledges that the Bank has entered into this Agreement and granted the
Facility in full reliance on the representations and warranties and additional representations
and warranties (if any) as set out in Schedule 7 and Schedule 7A respectively hereto.

Clause 6.2 Truth and Correctness of Representations and Warranties

The truth and correctness of all the matters stated in the representations and warranties
and additional representations and warranties (if any) as set out in Schedule 7 and
Schedule 7A respectively hereto shall form the basis of the Bank's commitment to make
available or continue to make available the Facility to the Customer. If any such
representations and/or warranties made shall at any time hereafter be found to have been
incorrect in any material respect, then and in such event and notwithstanding anything to
the contrary hereunder, the Bank shall, subject always to Shariah requirements, have the
right at its absolute discretion to review, suspend, recall, or terminate and/or cancel the
Facility or any part thereof with prior written notice to the Customer.

Clause 6.3 Survival

The Customer agrees and undertakes to the Bank that the representations and warranties
and additional representations and warranties (if any) as set out in Schedule 7 and
Schedule 7A respectively hereto are correct and shall be complied with in all material
respects as long as the Facility remains owing, due and payable. Each of the representations
and warranties will be correct and complied with in all material respects on each day on
17
which the Facility is utilised as if repeated then by reference to the then existing
circumstances, except that each reference to financial statements in Paragraph (h) of
Schedule 7 shall be construed as a reference to the latest available audited financial
statements.

ARTICLE VII

COVENANTS

Clause 7.1 General Covenants

Subject always to Shariah requirements, the Customer hereby covenants and undertakes
with the Bank to perform the general covenants as set out in Schedule 8 hereto
throughout the Tenure.

Clause 7.2 Positive Covenants

Subject always to Shariah requirements, the Customer hereby covenants and undertakes
with the Bank to perform the positive covenants as set out in Schedule 8 hereto
throughout the Tenure.

Clause 7.3 Negative Covenants

Subject always to Shariah requirements, the Customer covenants and undertakes with the
Bank that at all times and for so long as the Secured Amounts remain payable, the
Customer shall observe the negative covenants as set out in Schedule 8 hereto, unless the
Customer has obtained the prior written consent of the Bank to depart from and not observe
such negative covenants.

Clause 7.4 Other Covenants

Subject always to Shariah requirements, the Customer covenants and undertakes with the
Bank to comply with such additional covenants (if any) as set out in Schedule 8A hereto
throughout the Tenure.

ARTICE VIII

PROJECT UNDERTAKING

Clause 8.1 Completion of Project

The Customer shall procure that the Project is carried out and completed in accordance with
the terms of the Project Documents. For the avoidance of doubt, the Customer's obligations
under this clause shall not be terminated, diminished or otherwise abrogated or affected by
reason of any amounts under the Facility not being capable of being disbursed hereunder.

Clause 8.2 The Project

The Customer shall:

(a) diligently and expeditiously procure the carrying out and completion of the Project:

(i) in accordance with the terms of the Project Documents and this Agreement;
18
 (ii) in a good and workmanlike manner using materials of good quality which are
consistent with the requirements of the Project Documents;

(iii) in accordance with all Project Consents (where applicable) and other
applicable consents and laws; and

(iv) in accordance with good engineering and construction practice and otherwise
at least in accordance with the relevant Malaysian codes of practice which
relate to workmanship and materials used;

(b) where applicable, proceed diligently and expeditiously to obtain all Project Consents
and other consents necessary for the execution of the Project and use all reasonable
endeavours to ensure that the same are preserved and remain effective for the
benefit of the Project;

(c) exercise its rights and procure (so far as this is within its control) that others exercise
their rights under the Project Documents in a manner consistent with the Customer's
obligations under the Security Documents and carry out all of its obligations under
the Project Documents in a proper and timely manner;

(d) where applicable, use all reasonable endeavours to ensure that all necessary
consents from adjoining owners or occupiers and all necessary grants, releases,
waivers, modifications, covenants and other matters to enable the Project to be
completed/carried out are obtained;

(e) where applicable, promptly reinstate any part of the buildings forming any part of the
Project that is damaged as a result of the occurrence of a risk in respect of which
any takaful or insurance has been effected or should have been effected pursuant to
the terms of any of the Security Documents;

(f) procure, so far as is practicable, that each Project Document entered into by the
Customer after the date hereof is capable of being assigned to the Bank;

(g) pay all stamp duty, taxes and fees payable in connection with the Project and the
Project Documents;

(h) not abandon the Project or any part thereof;

(i) neither appoint any contractor other than the main contractor appointed prior to the
date hereof, nor change the main contractor without the prior written consent of the
Bank;

(j) where applicable, neither appoint any contractor other than the main contractor for
the foundation work appointed prior to the date hereof, nor change the main
contractor for the foundation work without the prior written consent of the Bank;

(k) where applicable, neither appoint any consultant other than the project consultant
appointed prior to the date hereof, nor change the project consultant without the
prior written consent of the Bank;

(l) not amend (nor seek to amend) in any material way any Project Consent or planning
permission save in order to implement any changes permitted by the terms of this
Agreement;

19
(m) deliver to the Bank monthy monthly reports on the progress of the Project, including
details of any possible cost or time overrun; and

(n) not dispose of any of the assets employed by the Customer in the Project without
the prior written approval of the Bank.

It is hereby acknowledged and agreed by the Customer that no approval of disbursement or

specifications or the passing of any work by the Bank or the fact of any visit to the site of
the Project or attendance at any meetings by the Bank or any of the Bank's officers,
employees or agents shall excuse the Customer from the due performance of its obligations
hereunder or give rise to any rights whatsoever against any of them.

Clause 8.3 Project Documents

The Customer further undertakes to the Bank that:

(a) the Customer shall perform its obligations under the Project Documents;

(b) where applicable, the Customer shall do all such acts and things as may be
necessary or expedient to ensure that the Government of Malaysia and the Federal
Lands Commissioner perform their respective obligations under the development
agreement;

(c) without the prior written approval of the Bank, the Customer shall not terminate or
agree to any amendments to or release any of the contracting parties to the
Project Documents from any of their respective obligations under or arising from
the Project Documents; and

(d) the Customer shall promptly notify the Bank of any breaches by any of the
contracting parties to the Project Documents of their respective obligations under
the Project Documents.

Clause 8.4 Variation/Change

The Customer shall not, without the prior written consent of the Bank, agree to any
variation, modification or amendment to the Project Documents whereby the moneys
payable thereunder are or may be reduced or the benefits of the Customer thereunder be
decreased or the obligations imposed upon the Customer be increased.

ARTICLE IX

SECURITY

Clause 9.1 Security Documents

In consideration of the Bank granting the Facility and as security for the payment by the
Customer of the Secured Amounts, the Customer shall in addition to this Agreement prior to
or contemporaneously with the execution of this Agreement execute or cause the Security
Party to execute the Security Documents (unless otherwise provided herein). Pending
perfection of any of the Security, the Bank may at its sole discretion require the Customer to
execute such documents or instruments at the cost of the Customer to further protect the
interest of the Bank.

20
Clause 9.2 Continuing Security

(a) The security herein created is expressly intended to be and shall be a continuing
security for all moneys whatsoever now or hereafter and from time to time owing,
due and payable to the Bank by the Customer whether alone or jointly and severally
with another or others and whether as principal or surety notwithstanding that the
Customer may at any time cease to be indebted to the Bank for any period or
periods.

(b) This Agreement shall be without prejudice to any security already given by the
Customer to the Bank or any security which may hereafter be given to the Bank
whether the same be for securing payment of the Facility together with profit margin
thereon and all other costs and charges thereon or any other moneys covenanted to
be paid herein or whether it is taken as additional or collateral security or otherwise
howsoever.

Clause 9.3 Lien and Other Securities

Nothing herein contained shall prejudice or affect any lien to which the Bank is entitled or
any other securities which the Customer may at any time or from time to time hold for or on
account of the moneys hereby secured nor shall anything herein contained operate so as to
merge or otherwise prejudice or affect any guarantee, mortgage, charge, lien or other
security which the Bank may for the time being have for any money intended to be hereby
or otherwise secured or any right or remedy of the Bank thereunder.

Clause 9.4 Covenant to Provide Further Security

(a) The Customer shall, at any time if and when so required by the Bank at its discretion
and subject always to Shariah requirements, execute in the Bank's favour or as the
Bank shall direct such legal or other mortgages, charges, assignments, transfers or
agreements as the Bank shall require of and on all the Customer's estate, right, title
and interest in any property or assets or business now belonging to or which may
hereafter be acquired by or belong to the Customer (including any vendor's lien) and
the benefit of all licences held in connection therewith to secure all moneys and
liabilities hereby agreed to be paid or intended to be hereby secured, all costs and
other moneys owing, due and payable, such mortgages, charges, assignments,
transfers or agreements to be prepared by or on the Bank's behalf at the Customer's
cost and to contain all such terms and conditions for the Bank's benefit as the Bank
may reasonably require.

(b) The Customer shall, at any time if and when so required by the Bank at its discretion
and subject always to Shariah requirements, deposit with the Bank the documents of
title of any or all immovable properties vested in the Customer for any tenure and all
or any debentures, shares, stocks or other investments or securities registered in the
Customer's name or otherwise belonging to the Customer. Such deposit may be by
way of collateral security for the payment of the moneys and liabilities hereby
secured and may also or otherwise be for the purpose of securing any other moneys
owing, due and payable to the Bank and not secured hereby.

21
 ARTICLE X

EVENTS OF DEFAULT

Clause 10.1 Events of Default

If any of the events specified in Schedule 9 or Schedule 9A (if any) hereto occurs, the
Bank may declare an Event of Default.

Each of the Paragraphs under Schedule 9 and Schedule 9A (if any) shall be construed
independently and no one Event of Default limits the generality of any other Events of
Default.

Clause 10.2 Rights of Bank upon Default

If any of the events set out in Schedule 9 or Schedule 9A (if any) occurs and the Bank
has declared an Event of Default, then:

(a) the Secured Amounts shall become immediately owing, due and payable together
with any other amounts then payable under this Agreement;

(b) the Bank shall have the right not to allow any further utilisation or disbursement of
the Facility, and/or to treat the Facility as terminatedcancelled and/or cancelled; or

(c) the Bank shall be entitled but not obligated to enforce the security created in favour
of the Bank, and to exercise all its rights under this Agreement and/or the Security
Documents, in law and in equity.

ARTICLE XI

REMEDIES OF THE BANK

Clause 11.1 Right of Bank to Exercise Remedies Concurrently

Notwithstanding any provision hereof, it is hereby expressly agreed that upon default or
breach by the Customer of any term, condition, covenant, stipulation and/or undertaking
herein provided and on the part of the Customer to be observed and performed, the Bank
shall thereafter have the right to exercise the powers and remedies conferred by this
Agreement, the Security Documents or by law, statute or otherwise, and shall be entitled to
exercise such powers and remedies concurrently, including pursuing all remedies of sale or
realisation of security pursuant to this Agreement and/or the Security Documents, and civil
suit to recover the amount owing, due and payable to the Bank.

Clause 11.2 Application of Proceeds

All moneys received by the Bank from any proceedings instituted or step taken pursuant to
the Security Documents shall be applied by the Bank:

FIRSTLY in or towards payment of all costs, charges and expenses incurred and
incidental to the enforcement and realisation of the Security Documents
including the remuneration of the receiver and all reasonable fees, costs
and expenses (including but not limited to solicitor fees on solicitor-client
basis);

22
SECONDLY in or towards payment to the Bank of the Profit, fees, compensation for late
payment (Ta’widh) other than the principal portion of the Selling Price as
shall remain outstanding;

THIRDLY in or towards payment to the Bank of the principal portion of the Selling
Price as shall remain outstanding;

FOURTHLY in or towards payment to the Bank of all other moneys and advances
owing, due and payable and remaining unpaid under the Commodity
Transaction Documents and the Security Documents;

FIFTHLY any surplus shall be paid to such person(s) entitled thereto.

PROVIDED ALWAYS THAT the Bank may, subject always to Shariah requirements, alter
the above order of payment as it deems fit to do so but such alteration in the order of
payment shall not prejudice the right of the Bank to receive the full amount to which it
would have been entitled if the primary order had been observed or any lesser amount
which the sum ultimately realised from the security may be sufficient to pay.

PROVIDED ALWAYS FURTHER THAT if the Bank shall be of the opinion that the security
may prove deficient the same shall not prejudice the right of the Bank to receive the full
amount to which it would have been entitled or any lesser amount which the sum ultimately
realised from the security may be sufficient to pay.

Clause 11.3 Deficiency in Proceeds of Sale

If the amount recovered or realised by the Bank from any assets secured under the Security
Documents after deduction and payment, from the amount so recovered or realised, of all
fees, costs, expenses and other outgoings, is less than the amount owing, due and payable
to the Bank under the Facility and the Security Documents (if any) and whether in such sale
the Bank is the purchaser or otherwise, the Customer shall pay to the Bank the difference
between the amount owing, due and payable and the amount so realised and until such
payment, shall also pay compensation for late payment ( Ta’widh) on such balance at the
rate and in the manner provided in Clause 5.5.

Clause 11.4 Suspense Account

Any moneys received hereunder or pursuant to the Security Documents, may be placed and
kept to the credit of a Shariah-compliant non-income bearing suspense account for so long
as the Bank thinks fit without any obligations in the meantime to apply the same or any part
thereof in or towards the discharge of any moneys or liabilities owing, due and payable or
incurred by the Customer to it. Notwithstanding any such payment, in the event of any
proceedings in or analogous to bankruptcy, liquidation, composition or arrangement, the
Bank may prove for and agree to accept any dividend or composition in respect of the whole
or any part of such moneys and liabilities in the same manner as if the security provided
hereunder had not been created and no moneys or dividends so received by the Bank shall
be treated as received in respect of this Agreement and the Security Documents, but the full
amount hereby secured shall be payable by the Customer until the Bank shall have received
from all sources One Hundred Sen in the Ringgit Malaysia on the ultimate balance
outstanding against the Customer.

23
Clause 11.5 Right to Determine/ Vary/ Reduce/ Increase/ Modify/ Restructure/
Alter

Subject always to Shariah requirements, the Bank may at any time and without in any way
affecting the obligations of the Customer herein and under the Security Documents:

(a) review the Facility and determine, vary, reduce and/or increase the amount of the
Facility or any other credit or loan/financing facility granted to the Customer and may
open or continue any accounts, current or otherwise, with the Customer at any
branch or branches of the Bank at such times as the Bank shall in its discretion deem
fit;

(b) vary the terms or conditions herein contained or in the Security Documents, or the
terms or conditions of any other credit or loan/financing facility granted to the
Customer, in such manner and at such times as the Bank shall in its discretion deem
fit; or

(c) modify or restructure or alter the nature of the Facility herein granted in such
manner and at such times as the Bank shall in its discretion deem fit.

Clause 11.6 Involuntary Loss

The Bank shall not be answerable for any involuntary loss to the Customer suffered as a
result of or incidental to, the exercise or execution by the Bank of any power conferred on
the Bank by this Agreement and the Security Documents or by statute, and nothing herein
contained shall render it obligatory on the Bank either at law or in equity to make good any
such involuntary loss or any part thereof.

Clause 11.7 No Obligation to Advance

Nothing contained herein shall be deemed to render it obligatory upon the Bank either in
law or equity to make or continue to make any other advances or to afford any other
accommodation or facility whatsoever.

Clause 11.8 Rights Cumulative, Waivers

The rights of the Bank under this Agreement are cumulative, may be exercised as often as
the Bank considers appropriate, and are in addition to the Bank's rights under any applicable
law. The rights of the Bank in relation to the Facility arising under this Agreement or under
any applicable law shall not be capable of being waived or varied otherwise than by an
express waiver or variation in writing from the Bank; and in particular, any failure to
exercise or any delay in exercising any of such rights shall not operate as a waiver or
variation of that or any other such right; any defective or partial exercise of any such rights
shall not preclude any other or further exercise of that or any other such right; and no act or
course of conduct or negotiation on the Bank's part or on its behalf shall in any way
preclude it from exercising any such right or constitute a suspension or variation of any such
right.

Clause 11.9 Evidence of Indebtedness

In any proceeding relating to this Agreement or the Security Documents, a statement as to

the amount owing, due and payable to the Bank, which is certified as being correct by an
officer of the Bank, shall (in the absence of manifest error), be conclusive evidence that
such amount is in fact owing, due and payable.

24
 ARTICLE XII

PERMITTED PLACEMENT

Clause 12.1 Permitted Placement

(a) Subject to the approval of the Bank being obtained, the Customer and/or the
Security Party may be permitted from time to time to make the following permitted
placement of the funds in the Designated Accounts ("Permitted Placements"):

(ia) Islamic Term Deposit ("TD-i") or any other Shariah compliant deposit or
account as acceptable to the Bank and shall include any replacement or
substitution thereto. Upon liquidation or maturity of the TD-i, unless renewed
or rolled over as authorised by the Bank, the amount deposited in the TD-i,
together with any profit earned thereunder shall be remitted immediately to
the respective Designated Account.

(iib) Any placement in the Islamic money market or any other Shariah compliant
placement acceptable to the Bank and includes any replacement or
substitution thereto ("General Placement"). At any time as instructed by
the Bank or upon maturity of the General Placement, unless renewed or rolled
over as authorised by the Bank, the amount deposited in the General
Placement, together with any profit earned thereunder shall be remitted
immediately to the respective Designated Account.

(b) Where Permitted Placements of the funds in the Designated Accounts are made by
the Customer and/or the Security Party in accordance with Clause 12.1(a) and/or
such Permitted Placements are replaced, substituted, renewed and/or rolled over
from time to time, the Customer shall give or cause to be given to the financial
institution where the Permitted Placements are made with ("Deposit Bank"), a
notice of assignment and/or charge in the form acceptable to the Bank and shall take
or procure the Security Party to take all reasonable steps to cause the Deposit Bank
to sign and deliver to the Bank the acknowledgement endorsed thereon in respect of
all such Permitted Placements and the replacements, substitutions, renewals and/or
roll-overs thereof.

(c) Where Permitted Placements of the funds in the Designated Accounts are made by
the Customer and/or the Security Party in accordance with Clause 12.1(a) and
there is a shortfall of and/or loss suffered in relation to the principal amount of such
Permitted Placements from time to time, the Customer and/or the Security Party, as
the case may be, shall top up such shortfall and/or replenish the funds withdrawn
from the Designated Accounts within [Ωseven (7) days] days from the Customer
and/or the Security Party being notified or made aware of such shortfall and/or loss
so that the required minimum balance in such Designated Accounts are achieved.

ARTICLE XIII

NOTICES AND COMPLAINT PROCEDURES

Clause 13.1 Notices and Service of Legal Process

(a) Notice

Any notice or communication under or in connection with this Agreement, the

Commodity Transaction Documents or the Security Documents shall be in writing
25
 and shall be delivered personally, or by post, or facsimile to the addresses given in
this Agreement or at facsimile numbers or at such other addresses or facsimile
numbers as the recipient may have notified to the other Party in writing, or by email
to such email addresses as the recipient may have notified to the other Party in
writing. Any notice or communication given as provided in this clause shall be
deemed received by the Party to whom it is addressed:

(i) if delivered by hand, when so delivered;

(ii) if sent by registered post, on the third (3rd) Business Day after posting;

(iii) if delivered by courier, either when so delivered or on the third (3rd) Business
Day after posting, whichever is earlier;

(iv) if by facsimile, upon the issue to the sender of a transmission control or other
like report from the dispatching facsimile machine which shows the relevant
number of pages comprised in the notice has been successfully transmitted;
or

(v) if by email, when sent by the sender, unless the sender receives an electronic
generated message that delivery has failed.

(b) Service of Legal Process

(i) The service of any Legal Process may be given by prepaid registered post
sent to the respective Address for Service of the Parties and such Legal
Process shall be deemed to have been duly served after the expiration of five
(5) days from the date it is posted and if delivered by hand on the day when
it is delivered and duly acknowledged.

(ii) No change in the Address for Service howsoever brought about shall be
effective or binding on the Bank unless the Customer has given to the Bank
actual notice of the change of Address for Service and nothing done in
reliance on Clause 13.1(b)(i) hereof shall be affected or prejudiced by any
subsequent change in the Address For Service which the Bank has no actual
knowledge of at the time the act or thing was done or carried out.

(c) Complaint Procedures

(i) If the Customer wishes to complain about the Bank's service pertaining to the
Facility, the following procedures shall apply:

(1) The Customer shall address all complaints via the Bank's website at
www.bpmb.com.my or in writing to:

BANK PEMBANGUNAN MALAYSIA BERHAD

Corporate Communication
Aras 27, Menara Bank Pembangunan
Bandar Wawasan
No. 1016, Jalan Sultan Ismail
50250 Kuala Lumpur
Attention: Head, Corporate Communication

(2) The Bank shall as soon as practicable upon its receipt of a complaint
from the Customer invite the Customer to speak to any of its
26
 designated representative ("the Co-ordinator") to discuss the
complaint with the Co-ordinator. The aforesaid discussion may be
done in person or by phone and the Co-ordinator shall keep a record
of the conversation/discussion on the Bank's complaints monitoring
sheet.

(3) The Bank may attempt to resolve the complaint as soon as practicable
and in any event within fourteen (14) days of the Bank's receipt of the
complaint, subject to the approval of the Bank's management or board
of directors. The Bank shall notify the Customer of the reason for any
delay in delivering the outcome of the complaint.

(4) The outcome and reasons for the outcome of the complaint shall be
notified by the Bank in writing to the Customer and pursuant thereto
the Co-ordinator may if so required by the Customer, meet with the
Customer in person or by phone to explain the outcome.

(5) The Bank shall inform the Customer of the next stage of the
complaints procedures in the event the Customer remains dissatisfied
with the outcome of the complaint.

ARTICLE XIV

BENEFIT OF AGREEMENT

Clause 14.1 Benefit of Agreement

(a) Assignment by the Bank

The Bank may assign its rights under this Agreement or any part thereof and/or,
transfer its obligations under this Agreement or any part thereof, subject to the
terms of this Agreement, and:

(i) for this purpose may disclose to a potential assignee or transferee or any
other person who derives or may derive rights or obligations under or by
reference to this Agreement such information about the Customer as shall
have been made available to the Bank generally;

(ii) where the Bank transfers its obligations or any part thereof, the Customer
shall execute such documents as are reasonably necessary to release the
Bank to the extent of the transfer and join the transferee as a party herein;
and

(iii) where the Bank transfers all its obligations and rights hereunder the
Customer shall thereafter deal solely with the transferee with respect to
payments, notices and other matters relating to the administration of this
Agreement.

All costs of and incidental to any assignment and sale shall be borne and paid for by
the Bank unless the assignment and/or sale arose out of circumstances caused by or
attributable to the Customer.

27
(b) Assignment by the Customer

The Customer shall not assign, novate or purport to assign or novate its rights
hereunder or any interest herein without the prior written consent of the Bank and
the Customer shall in any event remain liable for all its obligations hereunder. All
undertakings, agreements, covenants, representations and warranties given, made
or entered into by the Customer herein shall survive the making of any assignment
or novation hereunder.

ARTICLE XV

FURTHER PROVISIONS

Clause 15.1 Illegality

Where the application, introduction, imposition or variation of any law or any change in the
interpretation or application of any law makes it unlawful or impractical without breaching
such law for the Bank to allow all or part of the Facility to remain outstanding or to fund all
or part of a disbursement or the Facility or to carry out all or any of its other obligations
under this Agreement or to charge or receive profit at the rate applicable, upon the Bank
notifying the Customer:

(a) the Bank's obligation to fund any future utilisation of the Facility shall forthwith be
suspended and the Facility shall be suspended to such extent;

(b) the Bank shall notify the Customer of the nature of the circumstances and use its
best endeavours to avoid the effects of such introduction, variation or change and in
particular shall consider, subject to obtaining any necessary consents, fulfilling its
obligations by transferring its participation at par to one or more affiliates or other
financial institutions (subject to the prior written consent of the Customer) not
affected by such law, order, rule, regulation or directive; and

(c) if the Bank is unable and after consultation with the Customer, within any period
which the relevant introduction, variation or change may allow, to avoid the said
effects the Customer shall, upon being so notified settle all amounts outstanding
under the Facility to the Bank in accordance with Clause 5.4 hereof and the Facility
shall be terminatedcancelled and/or cancelled.

Clause 15.2 General Indemnity

The Customer shall fully indemnify the Bank from and against any expense, loss, damage or
liability (as to the amount of which the certificate of the Bank shall, in the absence of
manifest error, be conclusive) which the Bank may incur as a consequence of the
occurrence of any Event of Default, or any failure to obtain financing in accordance with a
Disbursement Notice or otherwise in connection with this Agreement in the absence of
negligence, misconduct or default on the part of the Bank, its employees and/or agents.
Without prejudice to its generality, the foregoing indemnity shall extend to any penalty, fees
or other sums whatsoever paid or payable by the Bank in consequence or on account of any
funds obtained and/or utilised by the Bank, and to any loss, contribution, penalty or expense
which may be incurred in liquidating or employing deposits from third parties acquired to
provide, maintain or fund the Facility (or any part thereof) or any other amount owing, due
and payable or to become owing, due and payable under this Agreement.

28
Clause 15.3 Expenses

(a) Fees

Notwithstanding that the Facility is not utilised by the Customer for any reasons
whatsoever, the Customer shall on demand pay to the Bank:

(i) all fees and reasonable expenses (including legal, printing, publicity and out-
of-pocket expenses) incurred in connection with the negotiation, preparation
or completion of the Commodity Transaction Documents and the Security
Documents and any related documents therein; and

(ii) all fees and expenses (including legal and out-of-pocket expenses) incurred in
connection with any variation, consent or approval relating to the Commodity
Transaction Documents and the Security Documents or any related
documents or in connection with the preservation or enforcement or
attempted preservation or enforcement of any of the Bank's rights under the
Commodity Transaction Documents and the Security Documents or any
related documents.

(b) Stamp Duty, etc.

The Customer shall pay any stamp, documentary and other similar duties and taxes
to which the Security Documents or any related documents may be subject or give
rise and shall fully indemnify the Bank from and against any expense, damage, loss
or liability which the Bank may incur as a result of any delay or omission by the
Customer to pay any such duties and taxes.

(c) Cheque Returned

The Customer shall pay a fee as set out in Clause 3.14 hereof per cheque returned
on all cheques returned.

Clause 15.4 Central Credit Reference Information System ("CCRIS")

(a) BNM requires all participating financial institutions to provide credit information,
including the status and account details of their customer, for inclusion into CCRIS.
The information, held by the Central Credit Bureau of BNM will be kept strictly
confidential between BNM and the participating financial institutions.

(b) CCRIS is part of BNM's ongoing effort to improve the credit approval process. The
information held will enable participating financial institutions to obtain customer's
credit information for credit evaluation purposes.

(c) The Bank as a participant in this program will also be providing such credit
information to CCRIS. Information disclosed may also extend to the Security Party's
details which the Customer has provided to secure the Facility granted by the Bank.

(d) The Bank has taken all the necessary steps to ensure that the information provided
to CCRIS is both timely and accurate. Nonetheless, the Bank and its officers shall not
in any event be liable to the Customer, credit applicants or any third party (including
guarantors of credit facilities) for any claim, loss or damage, direct or indirect
howsoever arising from any reliance placed on the information provided to CCRIS
and irrespective of the nature of any erroneous content.

29
Clause 15.5 Disclosure

(a) The Bank may at any time during and after the subsistence of the Facility, disclose to
any person who may, in the Bank's absolute discretion and subject always to Shariah
requirements, require such information or access thereof any documents or records
of, or information about the Security Documents or assets, business or affairs of the
Customer whether or not confidential provided that in respect of documents, records
or information which the Customer has informed the Bank to be confidential, the
person receiving such information from the Bank may be required to undertake to
maintain the confidentiality of documents, records or information received.

(b) The Customer permits the Bank, during and after the subsistence of the Facility, to
disclose its name, logo, project undertaken and financing amount granted for the
purpose of marketing and the same to be stated in the Bank's corporate information,
brochures, marketing materials and annual reports.

(c) The Customer permits the Bank, during and after the subsistence of the Facility, to
disclose any documents or records of, or information about the Commodity
Transaction Documents, the Security Documents, the Facility, or the assets, business
or affairs of the Customer, whether or not confidential:

(i) to BNM, Central Credit Unit, Biro Maklumat Cek, Ministry of Finance, Minister
of Finance Incorporated, Inland Revenue Board, Public Private Partnership
Unit (UKAS), any ministries or governmental agency or such other authority
having jurisdiction over the Bank; or

(ii) to any fund providers or its agencies; or

(iii) to any branch or subsidiary of the Bank; or

(iv) for or in connection with the enforcement or preservation of any rights of the
Bank under the Commodity Transaction Documents and the Security
Documents; or

(v) to any third party, if required by any law, regulation or by-law; or

(vi) to any party pursuant to any arrangement, composition, restructuring or any

proposed arrangement, composition or restructuring between the creditors of
the Customer; or

(vii) to its auditors, legal counsel, consultant, agent and other professional
advisers; or

(viii) to any Security Party or any other person who has undertaken liability or
provided security for the Facility; or

(ix) pursuant to any laws.

(d) The Bank may, during and after the subsistence of the Facility, disclose to any
person who derives or may derive rights or obligation under or by reference to the
Commodity Transaction Documents and the Security Documents (including but not
limited to an assignee or transferee or prospective assignee or transferee or any
person or company who provides undertaking) such information about the Customer
in relation to the Facility, the Commodity Transaction Documents or the Security
Documents as shall have been made available to the Bank generally.
30
(e) The Customer acknowledges and agrees that pursuant to Section 120 of the DFIA, in
addition to Clause 15.5(c) above, the Bank may, during and after the subsistence
of the Facility, disclose the information or documents:

(i) which the Customer has given permission in writing to disclose; or

(ii) in a case where the Customer is wound up in Malaysia or in any country,

territory or place outside Malaysia; or

(iii) where the information is required by any party to a bona fide commercial
transaction or to a prospective bona fide commercial transaction to which the
Customer is also a party of such transaction, provided that, the information
required is of a general nature and does not enable the details of the
Customer's account or affairs to be ascertained; or

(iv) for the purposes of any criminal or civil proceedings; or

(v) for matters relating to garnishee order in which the money is in the
Customer's account maintained by the Bank; or

(vi) pursuant to such other permitted disclosures under the Fourth Schedule to
the DFIA; or

(vii) pursuant to any rules and/or guidelines issued by BNM.

Clause 15.6 Currency of the Facility

(a) All sums of money herein offered and to be received by the Bank shall be in Ringgit
Malaysia or such other currency as may be determined by the Bank.

(b) Any amount received or recovered in a currency other than Ringgit Malaysia
(whether as a result of, or of the enforcement of, a judgment or order of a court of
any jurisdiction, in the dissolution of the Customer or otherwise) by the Bank in
respect of any sum expressed to be owing, due and payable to it from the Customer
under this Agreement and, where appropriate, the Security Documents shall only
constitute a discharge to the Customer to the extent of the Ringgit Malaysia amount
which the Bank is able, in accordance with its usual practice, to purchase with the
amount so received or recovered in that other currency on the date of that receipt or
recovery (or, if it is not practicable to make that purchase on that date, on the first
date which it is practicable to do so).

(c) If that Ringgit Malaysia amount is less than the Ringgit Malaysia amount expressed
to be owing, due and payable to the Bank under this Agreement and, where
appropriate, the Security Documents, the Customer shall indemnify the Bank against
any loss sustained by it as a result thereof or arising therefrom or in connection
therewith. In any event, the Customer shall indemnify the Bank against the cost of
making any such purchase.

(d) These indemnities constitute a separate and independent obligation from the other
obligations in this Agreement and the other Security Documents, shall give rise to a
separate and independent cause of action, shall apply irrespective of any indulgence
granted by the Bank and shall remain in full force and effect despite any judgment,
order, claim or proof for a liquidated amount in respect of any sum owing, due and

31
payable under this Agreement and, where appropriate, the Security Documents or
any judgment or order. No proof or evidence of any actual loss may be required.

32
Clause 15.7 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same instrument.

Clause 15.8 Legal Proceedings

It is hereby declared and agreed that if the Bank takes legal action to recover any money
owing, due and payable to it from the Customer or to enforce any term or condition of this
Agreement, the Commodity Transaction Documents or the Security Documents then the
Bank shall be at liberty:

(a) to claim for all amounts outstanding under the Facility owing, due and payable from
the Customer in the same or separate proceedings; and

(b) to proceed simultaneously in the same or separate proceedings against the Customer
and all other parties liable to satisfy the Secured Amounts to the Bank and to claim
and execute judgement for moneys owing, due and payable and the Bank shall
discontinue such proceedings immediately upon the recovery of the full amount
owing, due and payable to it.

Clause 15.9 Letter of Offer

This Agreement and the Letter of Offer shall constitute one and several documents and the
Parties hereby agree that all the terms and conditions as specified in the Letter of Offer shall
be deemed incorporated in this Agreement. In the event of any inconsistency between this
Agreement and the Letter of Offer (excluding any letter of changes issued by the Bank from
time to time which has the effect of varying the terms of this Agreement), the terms under
this Agreement shall prevail for the purpose of interpretation and enforcement of this
Agreement to the extent of its inconsistency.

Clause 15.10 Lien and Set-Off

Subject to Clause 10.1 hereinabove and subject always to Shariah requirements, in

addition to all liens upon and right of set-off against the moneys, securities or other
property of the Customer given to the Bank by law, the Bank shall have a lien upon and a
right of set-off against all moneys, securities and property of the Customer in any currency
now or hereafter in the possession of or on deposit with the Bank, or any of its affiliates, at
any branch or office, whether held in a general or special account of deposit, or for safe-
keeping or otherwise and every such lien and right of set-off may be exercised with or
without notice to the Customer. No lien or right of set-off shall be deemed to have been
waived by any act or conduct on the part of the Bank, or by any neglect to exercise such
right of set-off or to enforce such lien, or by any delay in so doing and every right of set-off
and lien shall continue in full force and effect until such right of set-off or lien is specifically
waived or released by an instrument in writing executed by the Bank.

Clause 15.11 Compliance with Sections 28(3) and 28(3A) of the DFIA

Subject to Sections 28(3) and 28(3A) of the DFIA, the Bank is prohibited from granting any
credit financing facility to, inter alia, the following:

(a) the Bank's members, directors or officers or any other person receiving remuneration
from the Bank (other than any person receiving remuneration from the Bank in
respect of his professional services);
33
(b) any body corporate or unincorporate, or any sole proprietorship, in which any of the
Bank's members, directors or officers is a director or manager, or for which any of
the Bank's members, directors or officers is a guarantor or an agent;

(c) any person for whom any of the Bank's members, directors or officers has given any
guarantee or other undertaking involving financial liability; and

(d) any corporation in the shares of which any of the Bank's members, directors or
officers has any interest which, in aggregate, is of an amount that is in excess of
such percentage as BNM may specify.

The Bank reserves the right to recall the Facility herein granted and the Customer
undertakes to notify the Bank immediately if any such relationship is established or
discovered at any time.

Clause 15.12 Variation of Terms

Subject always to Shariah requirements, it is hereby expressly agreed and declared by the
Parties that notwithstanding any of the provisions of this Agreement to the contrary, the
provisions and terms of this Agreement may at any time and from time to time be amended
or varied by means of supplemental agreement(s)a notice in writing or supplemental
agreement(s) or such other means as the Bank may decide from time to time and
thereupon such provisions and terms shall be deemed to have been amended or varied
accordingly and shall be read and construed as if such amendments or variations have been
incorporated in and had formed part of this Agreement at the time of execution hereof.

Clause 15.13 Imposition of Terms by BNM

The utilisation of the Facility shall at all times be subject to all procedures, terms, rules,
directives and regulations (whether or not having the force of law) as may be imposed by
BNM or such other authority having jurisdiction over the Bank from time to time.

Clause 15.14 Language

All notices or communications under or in connection with this Agreement shall be in the
English language. If the notice or communication is in language other than English, the
notice or communication shall be accompanied by a translation in English. In the event of
conflict between the English text and the text in any other language, the English text shall
prevail.

Clause 15.15 Government Acquisition

In the event that the Customer's properties or any part thereof shall at any time become the
subject matter of or be included in any notice, notification or declaration concerning or
relating to acquisition by government or any government authorities or any enquiry or
proceedings in respect thereof, the Customer shall forthwith inform the Bank of the same
and shall forward to the Bank a copy or copies of any such notice, notification or declaration
as soon as the same be delivered to or served on the Customer. The Bank shall be entitled
at the expenses of the Customer to engage such advisers and agents (including solicitors
and valuers) as it may think fit for the purposes of appearing or attending at or advising
upon any enquiry or proceedings affecting, concerning or relating to any acquisition of the
properties. All moneys received as or by way of compensation for the acquisition of the
properties or any part thereof shall be applied in or towards the discharge or payment of
any liabilities due hereunder and the Customer shall and hereby declares that it will hold all
34
moneys so received in trust for the Bank and the Customer agrees and confirms that the
Bank may receive and give a good discharge for all such moneys. In the event of all such
moneys aforesaid being less than the indebtedness owing, due and payable to the Bank, the
Customer shall forthwith pay to the Bank difference between the amount owing, due and
payable and the amount so received.

Clause 15.16 Enforcement of this Agreement

This Agreement is in addition to and not in substitution of any other rights or securities
which the Bank may have from or against the Customer or under any of the Commodity
Transaction Documents or the Security Documents and may be enforced in accordance with
the terms hereof without first having recourse to any of such other rights or securities and
without taking any steps or proceedings against any parties as aforesaid.

Clause 15.17 Force Majeure

The Bank shall not be liable for any failure in performing any of its obligations hereunder or
any claim in respect of any loss, damage or injury to earnings, profit, goodwill or business
caused directly or indirectly or other fault if such failure, loss, damage, injury or other fault
is caused by circumstances beyond the reasonable control of the Bank including but not
limited to any fire, earthquake, flood, epidemic, pandemic, accident, explosion, casualty,
national or local emergencies, lockout, riot, civil disturbance, act of public enemy, natural
catastrophe, embargo, war or act of God.

Clause 15.18 No Inference of Waiver or Acquiescence

Notwithstanding the fact that the Bank may not have exercised any remedy available to it
immediately on default by the Customer or that it may have accepted moneys from the
Customer after such default the Bank shall not be held to have waived or acquiesced in such
default and may at any time thereafter exercise all or any of the remedies available to it and
any delay on the part of the Bank in taking steps to enforce the remedies conferred on or
available to it by this Agreement and the other Security Documents or statute shall not be
held to prejudice its right of action in respect thereof.

Clause 15.19 Time

Time shall be of the essence with regard to the performance of the Customer's obligations in
relation to all the provisions of this Agreement.

Clause 15.20 Modifications and Indulgence

Subject always to Shariah requirements, the liabilities and obligations created by this
Agreement shall continue to be valid and binding for all purposes whatsoever
notwithstanding:

(a) any time or indulgence which the Bank may from time to time grant to the Customer
for the payment of moneys owing, due and payable to the Bank, or for the
observance or performance of any term, stipulation, covenant or undertaking on the
part of the Customer to be observed and performed under the terms of this
Agreement; and

(b) any arrangement entered into or any composition accepted by the Bank modifying its
right and remedies under this Agreement or any alteration in the obligations, terms,
stipulations, covenants and undertakings contained herein or by any forbearance
whether as to time, performance or otherwise.
35
Clause 15.21 Law

This Agreement shall be governed by, and shall be construed in accordance with, the laws
of Malaysia and Shariah and the Parties hereby submit to the jurisdiction of the Courts of
Malaysia in all matters connected with the obligations and liabilities of the Parties under this
Agreement.

Clause 15.22 Notification

Any notification by the Bank concerning any of the matters shall, save for any manifest
error, be conclusive and binding on the Customer.

Clause 15.23 Reconstruction of the Customer or the Bank

The security, liabilities and/or obligations created by this Agreement shall continue to be
valid and binding for all purpose whatsoever notwithstanding any change by amalgamation,
reconstruction or otherwise which may be made in the constitution of the Bank and the
Customer, and it is expressly declared that no change of any sort whatsoever in relation to
or affecting the Customer shall in any way affect the security, liabilities and/or obligations
created hereunder in relation to any transaction whether past, present or future.

Clause 15.24 Cross Reference

The Customer hereby covenants and agrees that all the provisions, covenants, stipulations,
conditions, undertakings and agreements contained in the Commodity Transaction
Documents and the Security Documents shall, unless repugnant to any of the provision
contained herein, be read as part of this Agreement and shall be applicable with full force
and effect as if the same was set out hereunder.

Clause 15.25 Invalidity of any Provisions

Subject to the provisions of Shariah requirements, if any of the provisions of this Agreement
becomes illegal or unenforceable in any respect under any law, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired.

Clause 15.26 Takaful Certificate/Insurance Policy

(a) The Customer shall maintain and submit to the Bank a valid takaful
certificate/insurance policy over the asset, equipment, machinery and raw material
financed throughout the Tenure and such takaful certificate/insurance policy will
cover all risks to be determined by the Bank in respect of such asset, equipment,
machinery and raw material and with the Bank's right and interest as chargee and
loss payee endorsed on the said takaful certificate/insurance policy.

(b) In the case of fixed working capital financing, the takaful certificate/insurance policy
shall also cover the feedstock, if any.

(c) In the case of financing of building or vessel, if any, the Customer shall submit
contractor all risk, workmen compensation, hull and machinery, mortgagee interest
(where applicable) takaful/insurance and the Bank shall be endorsed as loss payee
except for workmen compensation and third party liability.

36
(d) In the event of the Customer not effecting, maintaining or renewing any such
takaful/insurance as aforesaid it shall be lawful but not obligatory upon the Bank at
the cost and expense of the Customer to effect, maintain or renew any such
takaful/insurance as aforesaid as the Bank may think fit and debit the Customer's
account with the sum of the cost and expense so incurred.

(e) If a conventional insurance policy has been taken, subsequent renewal shall be taken
under a takaful certificate.

(f) Notwithstanding the above, where no takaful certificate is available or not

competitive, a conventional insurance may be taken.

Clause 15.27 Foreign Exchange Notice

The Customer shall be responsible to obtain all and any foreign exchange approvals as may
be deemed necessary.

Clause 15.28 Independent Legal Advice

The Customer hereby confirms, represents and warrants to the Bank that in the execution
and delivery of this Agreement, the Customer has sought, obtained and relied upon its own
independent legal advice and has not relied upon any representation, statement or advice
from the solicitors or agents or officers of the Bank and the Customer hereby acknowledges
that the Bank has accepted and entered into this Agreement on the basis of and in full
reliance upon the aforesaid confirmation, representation and warranty and the Customer
hereby further agrees, covenants and confirms that the aforesaid confirmation,
representation and warranty herein shall survive and continue to have full force and effect
after the execution and delivery of this Agreement and notwithstanding any investigation by
or on behalf of the Bank.

Clause 15.29 Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of

Unlawful Activities Act 2001 [Act 613] ("AMLATFPUAA")

Reliance by the Bank

The Customer further acknowledges that the Bank has entered into this Agreement in full
reliance on the representations and warranties by the Customer on the following terms; and
the Customer now represents and warrants to the Bank that:

(a) unless and until the Customer notifies Bank to the contrary in writing, all moneys
which will be paid to the Bank and all Security Interest created or to be created in
favour of the Bank to secure the Facility shall come from a lawful source of activity
and not unlawful activities, as defined in the AMLATFPUAA;

(b) on notification that the Customer is an intermediary for other persons:

(i) the Bank may require, and the Customer agrees and undertakes to provide,
verification of the identity of the beneficiary and such other information as
the Bank may require, including but not limited to certified true copies of any
authorisation to act or documents that may be required for the purposes of
verifying the information provided by the Customer, which copies may
thereafter be retained by the Bank;

37
 (ii) the Customer further declares and certifies that the necessary "know-your-
client" checks have been conducted including but not limited to the identity,
existence, address and nature of the business of the beneficiary, it being
confirmed by the Customer that the moneys, funds or collateral are from a
lawful source of activity and not unlawful activity as defined under the
AMLATFPUAA; and

(iii) it is further hereby clearly agreed and understood that the provision of details
of the Customer's beneficiary shall not make the Customer's beneficiary a
client of the Bank and the Bank shall be entitled to hold the Customer as the
principal debtor;

(c) in addition to Clauses 15.29(a) and 15.29(b) hereof, the Customer hereby agrees
and undertakes irrevocably and unconditionally that:

(i) the Customer shall disclose and furnish to the Bank any information required
or deemed necessary and to the satisfaction of the Bank in a timely manner
within the period specified by the Bank, whether or not for purposes of
complying with laws, rules, regulations, directives and guidelines of BNM
and/or given, made or established by the Bank;

(ii) pending receipt of information by the Bank from the Customer and until
received and verified thereof to the satisfaction of the Bank and/or the
relevant authorities, the Bank shall neither be obliged to proceed with any
transactions or disbursements nor accept any moneys, funds or collateral
("Assets"). In relation to Assets already in the possession of the Bank, the
Bank shall be entitled (and authorised) if so required by the relevant
authorities to retain the Assets for the time being; any Assets requested to be
returned to the Customer shall be returned to the Customer after the Bank
receives satisfactory clearance from the relevant authorities; and

(iii) in no event shall the Bank or companies within the Bank's group of
companies be liable for any direct, indirect, consequential or any losses
whatsoever or howsoever arising or by reason of the Bank's exercise of its
duties under the AMLATFPUAA.

Clause 15.30 Personal Data Protection Act 2010 [Act 709]

The Bank may request the Customer to provide personal data of the Customer and its
employees, agents, directors, contact persons, shareholders, representatives, authorised
persons and shareholdings details of the Customer's shareholders as disclosed by the
Customer prior to or during the course of performance of this Agreement for the
performance of contract, marketing, legitimate business activity, administration and
economic efficiency purposes. The personal data of the Customer's employees, agents,
directors, contact persons, shareholders, representatives and authorised persons may be
disclosed and shared with, in accordance with Clause 15.5 hereof and with other related
corporations and subsidiaries of the Bank within and outside Malaysia for the aforesaid
purposes. The Customer hereby consents to the disclosure and warrants that the Personal
Data Protection Act 2010 has been complied with and that consents have been obtained
from the Customer's employees, agents, directors, contact persons, shareholders,
representatives and authorised persons in relation to the disclosure and processing of their
personal data by the Bank for the aforesaid purposes.

38
Clause 15.31 Credit Reporting Agencies Act 2010 [Act 710] ("CRA")

(a) The Customer understands that in order to provide or continue to make available the
Facility pursuant to the terms of this Agreement and other Security Documents,
personal or credit information of the Customer may be disclosed to, shared with or
received from relevant third parties, bodies, bureaux, corporation or credit reporting
agencies more particularly stated below. The Bank will not be able to provide or
continue to provide the Customer with the Facility unless the Bank can disclose,
share with or receive such personal or credit information from the said relevant third
parties.

(b) The Customer hereby consents and authorises that its personal and credit
information relating to the Facility granted to the Customer or to be granted to the
Customer or agreed to be granted to the Customer or hereafter may be agreed to be
granted to the Customer may be forwarded or made known by the Bank to the
companies within the Bank's group of companies.

(c) The Customer hereby consents and authorises that all information relating to the
Facility granted to the Customer may be forwarded to or obtained from any bureaux
or agencies established or approved by BNM or registered and licensed under the
CRA including the Central Credit Bureau, the Customer Loans Information System,
Dishonoured Cheque Information System (DCheqs), Central Credit Reference
Information System (CCRIS), CTOS Data Systems Sdn Bhd (CTOS), FIS Data
Reference Sdn Bhd (FIS), Credit Bureau Malaysia Sdn Bhd (CBM), Dun & Bradstreet
(Malaysia) Sdn Bhd (D&B), RAM Credit Information Sdn Bhd (RAMCI), Basis
Corporation Sdn Bhd (Basis) and other such bodies, bureaux, corporations or credit
reporting agencies, as the case may be, for the purpose of collecting information
from financial institutions regarding facilities granted or accounts maintained with
such financial institutions.

Clause 15.32 Malaysian Anti-Corruption Commission Act 2009 [ Act 694]

("MACC ACT")

(a) The Customer is required to read and understand the "no gift" policy of the Bank
that is available on the Bank's website at www.bpmb.com.my. Any amendments or
revisions to the "no gift" policy of the Bank will be made available on the Bank's
website. If the Customer does not understand the policy or any related updates, the
Customer may contact the Bank's Integrity Officers at +603 2611 3361 or
integrity@bpmb.com.my.

(b) The Customer represents and warrants to the Bank that it is in compliance with all
the relevant laws, regulatory requirements and the "no gift" policy of the Bank,
including all anti-corruption and anti-bribery laws and regulatory requirements, and
will at all times remain in compliance with all such laws, regulatory requirements and
policies.

(c) The Customer further represents and warrants to the Bank that it has not nor is
suspected of having given, promised, offered, solicited, accepted, obtained, received,
agreed or attempted so to do, and will not at any time give, promise, offer, solicit,
accept, obtain, receive, agree or attempt so to do, any forms of gratification,
whether directly or indirectly, to or from any person connected to or associated with
the Bank in relation to the Facility or the Customer's affairs or business ("Person") in
order to:

39
 (i) improperly influence any act, omission or decision by that Person in respect of
any matter or transaction, whether actual or proposed or likely to take place;
or

(ii) improperly induce that Person to use that Person's influence with or on any
entity or any other person to affect any act, omission or decision by such
entity or other person; or

(iii) secure any improper advantage.

For purposes of this Agreement, "gratification" has the meaning set out in Section 3
of the MACC Act, which is extracted below:

(1) money, donation, gift, loan, fee, reward, valuable security, property or
interest in property being property of any description whether movable or
immovable, financial benefit, or any other similar advantage;

(2) any office, dignity, employment, contract of employment or services, and

agreement to give employment or render services in any capacity;

(3) any payment, release, discharge or liquidation of any loan or financing,

obligation or other liability, whether in whole or in part;

(4) any valuable consideration of any kind, any discount, commission, rebate,
bonus, deduction or percentage;

(5) any forbearance to demand any money or money’s worth or valuable thing;

(6) any other service or favour of any description, including protection from any
penalty or disability incurred or apprehended or from any action or
proceedings of a disciplinary, civil or criminal nature, whether or not already
instituted, and including the exercise or the forbearance from the exercise of
any right or any official power or duty; and

(7) any offer, undertaking or promise, whether conditional or unconditional, of

any gratification within the meaning of any of the preceding paragraphs (1)
to (6).

(d) The Customer agrees that it shall upon the occurrence of any of the above stated
events, at the earliest opportunity thereafter, report such events to the Malaysian
Anti-Corruption Commission or a police officer. Failure to make such report amounts
to an offence and on conviction will attract a fine not exceeding Ringgit Malaysia Ten
Thousand (RM10,000.00) or imprisonment for a term not exceeding two (2) years or
to both.

(e) The occurrence of any of the aforementioned activities shall amount to an Event of
Default under the Facility and the Bank shall be entitled without further notice to the
Customer to immediately exercise all or any of its rights, powers and remedies under
the Facility or by statute or otherwise, and the Bank shall make the necessary
disclosures in compliance with the relevant laws and regulatory requirements.

40
Clause 15.33 Successors Bound

This Agreement shall be binding upon the liquidators, receivers, managers, representatives ,
permitted assigns and successors in title of the Customer and on the permitted assigns and
successors in title of the Bank.

Clause 15.34 Stamp Duty Declaration

*IT IS HEREBY DECLARED THAT this Agreement, the Commodity Transaction Documents
and the other Security Documents are instruments employed in one transaction to secure
the Secured Amounts and other money covenanted to be paid and with respect to the
Facility within the meaning of Section 4(3) of the Stamp Act 1949 and for the purpose of the
said Section, this Agreement is deemed to be the principal or primary instrument and the
Commodity Transaction Documents and the Security Documents are the subsidiary or
auxiliary instruments.

*Pursuant to Section 3 of the Stamp Duty (Exemption) (No. 3) Order 2012 [PU(A)
268/2012], IT IS HEREBY DECLARED THAT this Agreement, the Commodity Transaction
Documents and the other Security Documents are instruments executed by a Labuan entity
in connection with a Labuan business activity and such instruments are thereby exempted
from stamp duty pursuant to the provisions of Section 3 of the Stamp Duty (Exemption)
(No. 3) Order 2012 [PU(A) 268/2012]. This Agreement is deemed to be the principal or
primary instrument and the Commodity Transaction Documents and the Security Documents
are the subsidiary or auxiliary instruments.

*delete whichever is inapplicable

[the rest of this page is intentionally left blank]

41
IN WITNESS WHEREOF the Parties have caused this Agreement to be duly executed on
the date stated in Item 1 of Schedule 1 hereto.

The Bank

Signed by its Attorney )

for and on behalf of )
BANK PEMBANGUNAN MALAYSIA )
BERHAD )
(Registration No. 197301003074 (16562-K)) )
in the presence of: )

42
The Customer

(if by common seal)

The execution of this Agreement by )

[insert Customer's name] )
(Registration No. [●]) )
was duly effected in a manner authorised )
by its constitution under the Seal of the )
Customer which was hereunto affixed )
in the presence of: )

Director Director/Secretary/Authorised Signatory

Name: Name:
NRIC/Passport No.: NRIC/Passport No.:

(if under hand)

This Agreement is signed for and on behalf of )

[insert Customer's name] )
(Registration No. [●]) )
in the presence of: )

Witness Authorised Signatory(ies)

Name: Name:
Designation: Designation:
NRIC/Passport No.: NRIC/Passport No.:

43
 SCHEDULE 1
(which shall be taken, read and construed as an integral part of this Agreement)

ITEM PARTICULARS DESCRIPTION

1. The date of this Agreement

2. Address for Service of the Bank Aras 24, Menara Bank Pembangunan
Bandar Wawasan, No. 1016
Jalan Sultan Ismail
50250 Kuala Lumpur

3. The Customer [insert Customer's name]

(Registration No. [●])

Registered Address:

Business Address:

4. Project

5. The Date of the Letter of Offer

6. The Facility Tawarruq financing facility of up to Ringgit

Malaysia [●] (RM[●])

6A. The Scheme of Financing

7. The Profit *Fixed Rate

The Selling Price shall be calculated at the

profit rate of [●] per cent ([●]%) per annum.

*Floating Rate

The Selling Price shall be calculated at the

ceiling profit rate of [●] per cent ([●]%) per
annum.

However, the Customer shall pay the Selling

Price based on the effective profit rate as
stated in the Letter of Offer.

44
ITEM PARTICULARS DESCRIPTION

The Bank agrees that the difference between

the ceiling profit rate and the effective profit
rate shall be treated as a rebate to the
Customer.

8. The Purpose

9. Tenure

10. Availability Period

11. The Selling Price Ringgit Malaysia [●] (RM[●]) only.

The Selling Price is based on full disbursement

of the Facility.

12. The Purchase Price Ringgit Malaysia [●] (RM[●]) only.

13. The Commodity Such Shariah-compliant commodity as may be

determined by the Bank from time to time.

14. Security

15. Security Documents

16. Project Documents

17. Payment of the Selling Price The Selling Price shall be paid [monthly,
commencing on the first day of the month after
expiry of one (1) month from the date of first
disbursement] as follows:

Instalment Instalment
Number (RM)

Total

Further, the above Selling Price is based on full

45
ITEM PARTICULARS DESCRIPTION

disbursement of the Facility. The actual

payment schedule shall be based on the actual
amount disbursed and shall be issued by the
Bank from time to time.

In accordance with Clause 5.2 of this

Agreement, during the Grace Period, the
Customer shall service and pay the Profit
portion accruing on the outstanding amount of
the Facility as notified by the Bank.

18. Details of Designated Accounts

19. Grace Period

46
 SCHEDULE 2
(which shall be taken, read and construed as an integral part of this Agreement)

ADDITIONAL DEFINITIONS
(Clause 2.1)

[*to insert/NIL]

[the rest of this page is intentionally left blank]

47
 SCHEDULE 3
(which shall be taken, read and construed as an integral part of this Agreement)

CONDITIONS PRECEDENT
(Clause 4.1)

The Bank shall have received the following documents, in the form and content satisfactory
to the Bank:

(1) The Letter of Offer, duly accepted by the authorised signatories of the Customer and
duly stamped.

(2) A certified true copy of the Customer's Board of Directors' resolution authorising:

(a) the request and acceptance of the Facility as well as the utilisation of the
Facility by the Customer;

(b) the execution of the Security Documents and other related documents and
the operation of the Facility;

(c) where applicable the affixing of its common seal thereto in accordance with
its constitution.

(3) The particulars of the authorised signatories of the Customer together with their
specimen signatures in relation to the Security Documents and to all other notices
and certificates as may be required of the Customer, duly certified by the Company
Secretary or a Director of the Customer.

(4) Where applicable, a certified true copy of the Security Party's Board of Directors'
resolution authorising:

(a) the execution of the Security Documents and other related documents to
which it is a party;

(b) where applicable the affixing of its common seal thereto in accordance with
its constitution.

(5) Where applicable, the particulars of the authorised signatories of the Security Party
together with their specimen signatures in relation to the Security Documents to
which it is a party, and to all other notices and certificates as may be required of the
Security Party, duly certified by the Company Secretary or a Director of the Security
Party.

(6) A certified true copy of the latest Certificate of Incorporation, Constitution, Annual
Return, Return of Allotment of Shares (Form 24), Notice of Situation of Registered
Office and of Office Hours and Particulars of Changes (Form 44) and Return Giving
Particulars in Register of Directors, Managers and Secretaries and Changes of
Particulars (Form 49) or their respective equivalent under the Companies Act of the
Customer and the Security Party (if applicable).

(7) A certificate duly executed by the authorised signatories of the Customer confirming
that from the date when the Customer first applied for the Facility there has been no
material alterations or changes in the constitution, business conditions or other
affairs of the Customer which could or might adversely affect the decision of the
Bank to proceed with the Facility.
48
(8) A search result from the Companies Commission of Malaysia or any other relevant
bodies (if applicable) and the Bank shall be satisfied that there have been no
charges, interests or encumbrances over any of the assets of the Customer and the
Security Party (if applicable) save for those that have been disclosed to the Bank.

(9) A written consent (if necessary) from all existing financiers of the Customer and/or
the Security Party (if applicable) for the financing and/or creation of the securities, as
the case may be.

(10) The Bank's solicitors' confirmation that no winding up/bankruptcy order has been
made against the Customer and the Security Party, respectively, based on a winding
up/bankruptcy search result on the Customer and the Security Party from the
Malaysia Department of Insolvency.

(11) Documentary evidence that all fees (including the transaction fee) owing, due and
payable to the Bank have been duly paid. Any tax applicable to such fees shall be
borne by the Customer.

(12) All Security Documents, which are required to be perfected, shall have been duly
executed, stamped and presented for registration with relevant authorities to the
satisfaction of the Bank.

(13) A written legal opinion and confirmation from the solicitors acting for the Bank that
the Conditions Precedent set out herein have been fulfilled by the Customer and that
the Security Documents constitute legal, valid, binding and enforceable obligations of
the Customer and the Security Party, respectively.

(14) Where the purpose of the Facility is to finance the acquisition of asset(s) of a
substantial value:

(a) a certified true copy of the Customer's members' resolution authorising the
acquisition of such asset(s) of substantial value pursuant to Section 223 of
the Companies Act or any corresponding provisions of the laws to which the
Customer is subject;

(b) where applicable, a certified true copy of the vendor's members' resolution
authorising the disposal of such asset(s) of substantial value pursuant to
Section 223 of the Companies Act or any corresponding provisions of the laws
to which the vendor is subject.

[the rest of this page is intentionally left blank]

49
 SCHEDULE 3A
(which shall be taken, read and construed as an integral part of this Agreement)

ADDITIONAL CONDITIONS PRECEDENT

(Clause 4.1)

[*to insert/NIL]

[the rest of this page is intentionally left blank]

50
 SCHEDULE 4
(which shall be taken, read and construed as an integral part of this Agreement)

CONDITIONS SUBSEQUENT
(Clause 4.2)

[*to insert/NIL]

[the rest of this page is intentionally left blank]

51
 SCHEDULE 5
(which shall be taken, read and construed as an integral part of this Agreement)

SPECIAL CONDITIONS
(Clause 4.3)

*1. Small and Medium Enterprise ("SME")

Notwithstanding any other provisions contained herein, where the Customer is a

SME, the Bank shall give the Customer:

(a) twenty one (21) calendar days' written notice prior to any modification of or
amendment or variation to any of the terms and conditions of the Facility
and/or this Agreement taking effect; and

(b) seven (7) calendar days' written notice prior to the Bank exercising its right to
debit or set-off under this Agreement.

*delete if inapplicable

[**to insert other special conditions, if any]

[the rest of this page is intentionally left blank]

52
 SCHEDULE 6
(which shall be taken, read and construed as an integral part of this Agreement)

DISBURSEMENT CONDITIONS
(Clause 4.4)

1. The utilisation and disbursement of the Facility shall be preceded by a Tawarruq

transaction and using the Commodity Transaction Documents in the manner as
follows:

(a) the Customer shall first submit a Purchase Requisition (TWF P1) to the Bank
at least three (3) Business Days or such shorter period as the Bank may
agree before the proposed disbursement under the Facility, whereby the
Customer, inter alia, requests the Bank to purchase the Commodity from the
Appointed Commodity Trader registered with Bursa Suq Al-Sila’ as well as
undertakes to purchase from the Bank the Commodity at the Murabahah
Selling Price. This Purchase Requisition is irrevocable on issuance and shall
specify the amount of the Facility to be utilised by the Customer;

(b) upon the Bank having purchased the Commodity at the Purchase Price from
the Appointed Commodity Trader, the Customer shall enter into a Commodity
Sale Contract (TWF P3) with the Bank whereby the Bank shall sell the
Commodity to the Customer at the Selling Price based on the Murabahah
concept (Purchase Price plus profit margin). The Selling Price shall be payable
by the Customer to the Bank by way of instalments or deferred payment
terms in accordance with the manner as prescribed by the Bank pursuant to
or under Item 17 of Schedule 1 hereto;

(c) the Customer shall also sign and deliver to the Bank the Authorisation to Sell,
whereby the Customer appoints the Bank as agent to sell the Commodity to
the Appointed Commodity Trader.

2. Disbursement of the Facility or any part thereof shall be made by the Bank subject to
the following:

(a) the fulfilment of the additional disbursement conditions (if any) as set out in
Schedule 6A hereto to the satisfaction of the Bank;

(b) any request for disbursement shall be made by the Customer by the issuance
of the Disbursement Notice at least five (5) Business Days prior to the
proposed date of disbursement and supported by duly certified documentary
evidence satisfactory to the Bank and subject to all the Conditions Precedent
having been fulfilled;

(c) disbursement of the Facility may be made by the Bank in any of the following
manner:

(i) by cheque and/or bank draft;

(ii) by telegraphic transfer (subject to a minimum amount of Ringgit

Malaysia Fifty Thousand (RM50,000.00) for each disbursement);
and/or

(iii) by a letter of credit (subject to the payment in advance by the

Customer of the guarantee fee and other charges);
53
(d) disbursement of the Facility shall be made directly to the seller, contractor or
supplier (where applicable). In the event payment has already been made by
the Customer, or its holding company, related corporations, shareholders or
directors on behalf of the Customer, to the seller, contractor and/or supplier
(where applicable), the Bank shall reimburse to the Customer or its holding
company, related corporations, shareholders or directors for such payment
made subject to the submission of the relevant receipt(s), confirmation(s) or
other documentary evidence(s) of payment issued by the seller, contractor
and/or supplier (where applicable), satisfactory to the Bank;

(e) disbursement shall not be allowed in the event there is occurrence of any of
the Events of Default and/or occurrence of any overdue amount on any
financing and/or loan outstanding for either or both of the Customer and the
Security Party as appears in the Central Credit Reference Information System
("CCRIS") unless the Customer is able to provide satisfactory documentary
evidence that all the relevant overdue amount has been fully settled.

(f) the Bank shall have received written confirmation from the Bank's solicitors
that all the Conditions Precedent have been duly fulfilled by the Customer;

(g) where Permitted Placements of the funds in the Designated Accounts are
made by the Customer and/or the Security Party in accordance with Clause
12.1(a) and/or such Permitted Placements are replaced, substituted,
renewed and/or rolled over from time to time, the Bank shall have received a
notice of assignment and/or charge in the form acceptable to the Bank that
has been acknowledged by the Deposit Bank in respect of all such Permitted
Placements and the replacements, substitutions, renewals and/or roll-overs
thereof;

(h) any other disbursement conditions as may be required by the Bank and/or as
advised by the Bank's solicitor.

[the rest of this page is intentionally left blank]

54
 SCHEDULE 6A
(which shall be taken, read and construed as an integral part of this Agreement)

ADDITIONAL DISBURSEMENT CONDITIONS

(Clause 4.4)

[*to insert/NIL]

[the rest of this page is intentionally left blank]

55
 SCHEDULE 7
(which shall be taken, read and construed as an integral part of this Agreement)

REPRESENTATIONS AND WARRANTIES

(Clause 6.1)

The Customer acknowledges that the Bank has entered into this Agreement and granted the
Facility in full reliance on representations and warranties by the Customer in the following
terms, and the Customer now represents and warrants to the Bank as follows:

(a) Status

the Customer is duly incorporated and validly existing under the laws of Malaysia as
a limited liability company;

(b) Powers and Authorisations

the Customer has the power and/or authority to execute, deliver and perform the
terms and conditions of this Agreement and/or the Security Documents, and has
taken all necessary corporate and/or other actions to authorise the execution,
delivery and performance of this Agreement and/or the Security Documents (as
applicable);

(c) Non-Violation

this Agreement and/or the Security Documents shall constitute the legal, valid and
binding obligations of the Customer, and to the best of the Customer's knowledge,
the execution, signing, delivery and/or performance of this Agreement and/or the
Security Documents by the Customer, do not or will not exceed the power or
authority granted to the Customer by or violate the provisions of:

(i) any law by which the Customer or any of its assets are subject to, bound or
affected;

(ii) its constitution; and/or

(iii) any agreement to which the Customer is a party or by which any of its assets
are bound;

(d) Consents

all necessary authorisations, approvals, consents, licences, exemptions, filings or

notarisations have been obtained or shall be obtained and action taken or will be
taken for the Customer to execute, deliver and perform the Security Documents
contemplated in this Agreement;

(e) No Default

to the best of the Customer's knowledge, no event has occurred which constitutes,
or which with the giving of notice and/or the lapse of time and/or a relevant
determination would constitute, a contravention of, or default under, any agreement
or instrument by which the Customer or any of its assets are bound or affected,
being a contravention or default which might have a Material Adverse Effect, and
without in any way limiting the generality of the foregoing, to the best of the
Customer's knowledge, the Customer is not in default of any agreement which may
56
 constitute or form the basis of any Security Interest to be provided by the Customer
to the Bank under this Agreement;

(f) Litigation

to the best of the Customer's knowledge, no litigation, arbitration or administrative

proceeding or claim, which might by itself or together with any other such
proceedings or claims, have a Material Adverse Effect, is presently in progress or
pending or, to the best of the knowledge, information and belief of the Customer,
threatened against the Customer or any of its assets;

(g) Tax Liabilities

all necessary returns have been delivered by or on behalf of the Customer to the
relevant taxation authorities and the Customer is not in default in the payment of
any taxes, and no claim is being asserted with respect to taxes that are not disclosed
in the financial statements referred to in Paragraph (h) below;

(h) Accounts

the audited financial statements (including the statement of profit and loss and
statement of financial position) of the Customer for the relevant financial year
delivered to the Bank have been prepared on a basis consistently applied in
accordance with generally accepted accounting principles in Malaysia and give a true
and fair view of the results of its operations for that year and the state of its affairs
at that date, and in particular accurately disclose or reserve against all the liabilities
(actual or contingent) of the Customer;

(i) Assets

save as disclosed to the Bank, the Customer is the beneficial owner and has title to
all the assets and/or properties and/or any other property provided by the Customer
as security for the payment of the Facility;

(j) No Security

save and except as disclosed to the Bank, none of the assets of the Customer are
affected by any Security Interest and/or any other encumbrances other than those
created pursuant to this Agreement, and the Customer is not a party to, nor is it or
any of its assets bound by, any order, agreement or instrument under which the
Customer is, or in certain events may be, required to create, assume or permit to
arise, any Security Interest, other than those created pursuant to this Agreement
and any permitted under Schedule 7 hereto or liabilities which are subject to liens
or rights of set-off arising in the normal course of trading and the aggregate amount
of which is not material;

(k) Change in Customer

since the date the Customer applied for the Facility there has been no occurrence of
Material Adverse Effect;

57
(l) Change in Laws

to the best of the Customer's knowledge, no extraordinary circumstances or change

of law or other government action has occurred which shall make it improbable that
the business of the Customer can be carried out or that the Customer will be able to
observe and perform the covenants and obligations on its part to be performed and
observed under this Agreement and/or the Security Documents to which it is a party;

(m) Information

the information furnished by the Customer in connection with the Facility does not
contain any untrue statements or omission of any facts the omission of which
renders the statements therein, in the light of the circumstances under which they
were made, misleading, and all expressions of expectation, intention, belief and
opinion contained therein were honestly made on reasonable grounds after due and
careful enquiry by the Customer;

(n) Disclosure

the Customer has fully disclosed in writing to the Bank all facts relating to the
Customer within the knowledge of the Customer or within the reasonable knowledge
of the Customer that are material for disclosure to the Bank in the context of the
Facility;

(o) No Event of Default

to the best of the Customer's knowledge, no Event of Default has occurred or will
occur as a result of the Bank making available or continuing to make available the
Facility;

(p) Receivership/Winding Up

to the best of the Customer's knowledge, no steps have been taken or any order
made, for any bankruptcy and/or winding up of the Customer which is not contested
within the time period prescribed by law, and/or to appoint a receiver and/or
manager to take over the assets of the Customer, and/or to appoint a liquidator
and/or provisional liquidator of the Customer;

(q) Sections 28(3) and 28(3A) of the DFIA

to the best of the Customer's knowledge and save as has been approved by BNM,
none of the directors, managers, guarantors, agents, shareholders or employees of
the Customer or the spouses, parents or children of such directors, managers,
guarantors, agents, shareholders or employees, are directors, officers or in any way
otherwise connected with the Bank within the meaning of Section 28(3) of the DFIA,
and none of the Bank's directors or officers has any interest in the Customer which,
in aggregate, is of an amount that is in excess of the percentage as BNM may specify
pursuant to Section 28(3A) of the DFIA;

58
(r) Shariah-Compliant Products and Activities

the Customer shall utilise the Facility for Shariah-compliant products and activities
only;

(s) Commodity Transaction Documents and/or Security Documents

(i) the Customer understands that the Facility and the relevant Commodity
Transaction Documents and Security Documents have been endorsed by the
Shariah Committee appointed by the Bank as free from any element which is
contrary to Shariah and hereby agrees and undertakes that the approval is
final, conclusive and binding upon the Customer and the Customer shall not
henceforth raise any dispute in relation to whether this Agreement and the
relevant Commodity Transaction Documents and Security Documents are
Shariah compliant;

(ii) the Customer hereby agrees, confirms and acknowledges that this Agreement
and any transaction entered into pursuant to this Agreement are subject to
and in conformity with Shariah requirements, as ascertained by the BNM SAC
and/or any other authority having jurisdiction over the Bank;

(iii) where in any proceedings relating to this Agreement and any transaction
entered into pursuant to this Agreement before any court or arbitrator any
question arises concerning a Shariah matter, the court or the arbitrator, as
the case may be shall:

(1) take into consideration any published rulings of the BNM SAC; or

(2) refer such question to the BNM SAC for its ruling.

Any such rulings made by the BNM SAC shall be final and binding on the
Parties;

(iv) the Customer has had notice of guidelines, specifications, standards or

circulars issued pursuant to the DFIA. If from time to time and at any time
before or during the continuance of this Agreement and any transaction
entered into pursuant to this Agreement, it is discovered or it has come to the
attention of the relevant parties that with respect to any part or portion or in
any aspect of the Facility, there is or is likely to be in any way or manner
which would result in an infringement of Shariah requirements, guidelines,
specifications, standards or circulars and/or that the continued utilisation of
the Facility shall be in violation of the same, the Parties hereby agree that the
relevant provision and/or term and/or condition of this Agreement shall be
deemed to be amended or varied in such a manner and to such extent as is
necessary to be in conformity with Shariah requirements, guidelines,
specifications, standards or circulars. The Bank shall be entitled forthwith to
exercise all of its rights contained herein and vary the terms of this
Agreement and any transaction entered into pursuant to this Agreement to
the extent necessary to ensure that this Agreement and any transaction
entered into pursuant to this Agreement are in conformity with Shariah
requirements, guidelines, specifications, standards or circulars;

59
 (v) notwithstanding any determination that this Agreement and/or any part
thereof and/or any transaction arising hereunder is in any manner or form
Shariah non-compliant, the Customer hereby agrees that the indebtedness
arising from the Customer's utilisation of the Facility shall remain intact,
owing, due and payable, and shall not in any way or manner be affected
adversely by any Shariah non-compliance;

(t) Scheme of Arrangement

no step has been taken by the Customer, its creditors or any of its shareholders or
any other person in its behalf nor have any legal proceedings or applications been
started or threatened under Section 366 of the Companies Act or any corresponding
provisions of the laws to which the Customer is subject;

(u) Takaful/Insurance

no event or circumstance has occurred, nor has there been any omission to disclose
a fact which, in any such case, to the best of the Customer's knowledge and belief
after due enquiry would entitle any takaful operator/insurance company to avoid or
reduce its liability under any of the takaful/insurance and all takaful/insurance
required to be effected by the Customer have been so effected and are valid and
binding and in full force and effect and all contribution/premium due have been paid;

(v) No Immunity

the Customer is subject to civil and commercial law with regard to its obligations
under the Commodity Transaction Documents and the Security Documents and the
execution, delivery and performance of the Commodity Transaction Documents and
the Security Documents constitute private and commercial acts rather than
governmental or public acts and neither the Customer, nor any of its properties
enjoy any immunity on the grounds of sovereignty or otherwise in respect of its
obligations under the Commodity Transaction Documents and the Security
Documents;

(w) Maintenance of Statutory Books

the statutory books of the Customer are maintained in accordance with all legal
requirements applicable thereto and contain true, full and accurate records (in all
material respects) of all matters required to be dealt with therein and all such books
and documents (including documents of title) which are its property, are in its
possession or under its control and all accounts, documents and returns required to
be delivered or made to the Companies Commission of Malaysia have been duly
delivered, filed, registered or made in all respects;

(x) Enforcement

this Agreement and the Security Documents constitute the legal, valid and binding
obligations of the Customer enforceable in accordance with their respective terms
and the obligations of the Customer in respect of the payment of the Facility
Amount, the fees, and other expenses and charges as long as it does not contravene
any legislation or regulation binding on the Customer;

60
(y) Commercial Benefit

the execution of the Security Documents to which the Customer is a party, does
commercially benefit the Customer;

(z) Payment of Outgoings

the Customer has paid all quit rents, assessments, rates, licence fees, taxes, utility
charges, premiums, contribution and other charges imposed or to be imposed by the
government or any other competent authorities and other charges or levies and
other outgoings in respect of the assets of the Customer; and

(aa) Others

other representation and warranties as contained in Schedule 7A hereto, if any.

[the rest of this page is intentionally left blank]

61
 SCHEDULE 7A
(which shall be taken, read and construed as an integral part of this Agreement)

ADDITIONAL REPRESENTATIONS AND WARRANTIES

(Clause 6.1)

[*to insert/NIL]

[the rest of this page is intentionally left blank]

62
 SCHEDULE 8
(which shall be taken, read and construed as an integral part of this Agreement)

COVENANTS
(Clauses 7.1, 7.2 and 7.3)

Part A. General Covenants

Subject always to Shariah requirements, the Customer hereby covenants and undertakes
with the Bank to perform the following throughout the Tenure:

(a) Ranking and Negative Pledge

the Customer shall ensure that the liabilities of the Customer under this Agreement
rank and shall rank (and would rank if the Security Documents were neither
executed nor required) at least equally and rateably ( pari passu) in point of priority
and security with all its other liabilities (both actual and contingent) except:

(i) liabilities which are subject to liens or rights of set-off arising in the normal
course of trading and the aggregate amount of which is not material;

(ii) liabilities which are preferred solely by Malaysian law and not by reason of
any Security Interest; and

(iii) any other security created or outstanding which is disclosed to the Bank prior
to the date hereof,

and the Customer shall not create or permit to exist over all or any part of the
Customer's business or assets any Security Interest (other than those created
pursuant to this Agreement or any permitted under sub-paragraphs (i) and (iii)
above);

(b) Information

subject to its existing contractual obligations, the Customer shall deliver promptly to
the Bank in sufficient copies of such financial or such other information relating to
the Customer as the Bank may require from time to time, in addition to that
expressly provided for herein concerning the use of the Facility and any information
materially affecting the business of the Customer and the operations and financial
conditions of the Customer in such form as the Bank may from time to time require;

(c) Default

if the Customer becomes aware of the occurrence of an Event of Default, the

Customer shall forthwith notify the Bank and shall provide the Bank with full details
of any steps which the Customer is taking, or is considering taking, in order to
remedy or mitigate the effect of the Event of Default or the delay or suspension or
otherwise in connection therewith;

63
(d) Loans/Financing

the Customer shall not make any loans/financing or advances or guarantee or grant
any credit to any of its directors, shareholders or related corporations or any
company or grant any loans/financing or advances or guarantee to any person or
firm or organisation other than (i) temporary loans/financing to staff or directors
pursuant to their scheme of services or to its customers, contractors or vendors in
the ordinary course of business of the Customer and (ii) normal trade credit or trade
guarantees, or trade purchases to its customers, contractors or vendors in the
ordinary course of business of the Customer;

(e) Change in Shareholders or Directors

the Customer shall keep and maintain its present shareholding structure and
shareholding and board of directors, and shall not without the prior written consent
and/or approval of the Bank change its shareholder and/or board of directors.
Notwithstanding the foregoing, where the Bank consents and/or approves of any
change in the shareholder and/or board of directors of the Customer or where any
change in the shareholder and/or board of directors is directed and/or approved by
the Government of Malaysia, the Customer shall inform the Bank within seven (7)
days from such event occurring;

(f) Change in Key Management

the Customer shall keep and maintain its present key management (applicable to
Chief Executive Officer and Deputy Chief Executive Officer only), and shall not
without the prior written consent and/or approval of the Bank change its key
management. Notwithstanding the foregoing, where the Bank consents and/or
approves of any change in the key management of the Customer or where any
change in the key management of the Customer is directed and/or approved by the
Government of Malaysia or due to expiry of contract, the Customer shall inform the
Bank within seven (7) days from such event occurring;

(g) Notification of Disputes

the Customer shall, by written notice, inform the Bank of:

(i) any litigation or other proceedings of any nature whatsoever being

threatened or initiated against the Customer which has a Material Adverse
Effect;

(ii) any dispute between the Customer and any government or statutory body in
respect of any of the Customer's lands and other assets which has a Material
Adverse Effect;

(iii) any labour controversy which might result in a strike against the Customer;
and/or

(iv) any event or change in the condition (financial or otherwise) of the Customer
which has a Material Adverse Effect;

64
(h) Payment of Outgoings

unless otherwise disputed by the Customer, the Customer shall punctually pay all
quit rents, assessments, rates, licence fees, taxes, utility charges, premiums,
contribution and all other outgoings whatsoever payable from time to time in respect
of its business and assets and in relation to the Project as and when the same shall
become owing, due and payable;

(i) Notification of Employment

the Customer shall, by written notice, inform the Bank forthwith upon the Customer
becoming aware of any director or shareholder or any of the director's or
shareholder's parents, spouse or children becoming a director, officer or employee of
the Bank;

(j) Entry

the Customer shall at all times permit the Bank (subject to seven (7) Business Days'
prior written notice to the Customer) and the Bank shall have the right to enter into
and upon any land or premises belonging to or in the control of the Customer and in
respect of the same, to inspect all accounts, books, records and statements of the
Customer wherever the same may be situate, and the Customer shall pay all costs,
fees and other expenses whether legal or otherwise in respect of such inspection.
Provided always that in the event of the occurrence of a Material Adverse Effect, or
in the opinion of the Bank a potential Material Adverse Effect, the Customer shall
permit the Bank to enter immediately into and upon any land or premises belonging
to or in the control of the Customer, unless such entry is prohibited under the
applicable laws and regulations;

(k) Access

the Customer shall give to the Bank such written authorities or directions and provide
such facility and access as the Bank may require for the aforesaid inspection;

(l) Auditors

the Customer shall appoint from time to time such auditor or firm of auditors
acceptable to the Bank and authorise such auditor or firm of auditors to supply the
Bank with a certified copy of any communication sent by such auditor to the
Customer and further to communicate directly with the Bank at any time in respect
of any matter connected with the accounts and operations of the Customer;

(m) Substantial Acquisition

the Customer shall inform the Bank in the event of any acquisition of assets of a
substantial value unless such acquisition is made in the ordinary course of business
of the Customer, and shall obtain approval of the shareholders of the Customer at a
general meeting, where necessary, in accordance with Section 223 of the Companies
Act or any corresponding provisions of the laws to which the Customer is subject;

65
(n) Annual Return

the Customer shall submit to the Bank a certified true copy of its annual return and
return of allotment of shares as submitted to the Companies Commission of
Malaysia;

(o) Authorised Signatories

the Customer shall forthwith notify the Bank in the event that any of its authorised
signatories are no longer authorised to sign any documents or to otherwise act on
the Customer's behalf hereunder;

(p) Operation of Accounts

the Customer shall ensure that the operation of the current account or any other
accounts of the Customer with the Bank is active and satisfactory and that the
approved limit of the Facility is observed at all times;

(q) Share Capital

the Customer shall not in any way alter (other than by way of an increase) its shares
in existence at the date hereof whether by varying the amount, structure or value
thereof or the rights attached thereto, or by way of any alteration or variation of its
share capital into stock, or by consolidating, dividing or subdividing all or any of its
shares; and

(r) Further Covenants

such other covenants as are set out in Schedule 8A hereto.

Part B. Positive Covenants

Subject always to Shariah requirements, the Customer hereby covenants and undertakes
with the Bank to perform the following throughout the Tenure:

(a) Terms and Conditions

the Customer shall, and/or shall cause the Security Party to, comply with, observe
and perform all the terms and conditions contained in this Agreement and the
Security Documents and/or in any agreements which may constitute or form the
basis of any Security Interest to be provided by the Customer or the Security Party
to the Bank under this Agreement;

(b) Subordination

the Customer shall cause and ensure that all present and future loans/financing or
advances granted to the Customer by any of its directors or the shareholders or its
related corporation (as at the date of this Agreement) be subordinated to the
payment of the Facility to the Bank and that no repayment/payment and/or
prepayment of such advances for borrowed money/financing shall be made so long
as any amount under the Facility remains owing, due and payable or any obligation
of the Customer remains outstanding;

66
(c) Conduct of Business

the Customer shall maintain its corporate existence and carry out and operate its
business and affairs with due diligence and efficiency and in accordance with sound
financial and commercial standards and practices and in accordance with constitution
and has all necessary licences and approvals and shall comply with all regulations
relating to the carrying on of its business and shall carry on its business with due
diligence and efficiency and in accordance with sound financial and business
standards and practices and in accordance with its constitution and shall furnish to
the Bank all information which the Bank may reasonably request in connection with
the business;

(d) Financial Statements

the Customer shall submit its annual audited accounts to the relevant authority and
the Bank within one hundred and eighty (180) days of the fiscal year end and its
quarterly financial report/management account within ninety (90) days after end of
every quarter;

(e) Compliance with Laws

the Customer shall at all times comply with all applicable laws or regulations or any
order or judgement or licence or permit or consent or decree of any governmental
authority, agency or court by which the Customer is bound or affected;

(f) Consent and Approval

the Customer shall ensure that all necessary governmental, state, corporate and
creditors' consents, licences, approvals, authorisations, registration, recording, filing
or notarisation which are required to ensure the legality, validity, enforceability or
priority of the liabilities and obligation of the Customer in connection with the
acceptance of the Facility and the carrying on of its business have been obtained and
are in full force and effect;

(g) Tax Return

the Customer shall file all relevant tax returns which the Customer is required by law
to file and shall promptly make adequate provision for the payment of all taxes,
assessments, fees and other governmental charges assessed against it or upon any
of its properties, assets or income;

(h) Preparation of Accounts

the Customer shall maintain proper and accurate books and records to record and
reflect in accordance with generally accepted accounting principles in Malaysia the
operations and financial condition of the Customer, and the Customer shall permit
the Bank or its authorised agents or servants at all reasonable times to have access
to and to inspect its books of accounts and records relating to its business at any
office, branch or place of business of the Customer or elsewhere, all records kept by
any other persons so far as such records relate to this Agreement, and the Customer
shall grant the Bank or any person authorised by the Bank to inspect such records,
such written authorisations as may be required to enable the Bank or such
authorised persons to inspect the said records;

67
(i) Cashflow Shortfall

the Customer shall in the event of a cash flow shortfall, procure or cause to be
provided additional funds to make up such deficiency within one (1) month from
written notice from the Bank requiring the Customer to do so;

(j) Progress Report

the Customer shall deliver to the Bank a monthly progress report on the Project;

(k) Takaful or Insurance

(i) the Customer shall maintain, ensure and keep covered/insured adequately all
its property and assets which are coverable/insurable in nature with such
reputable takaful operators or insurance companies acceptable to the Bank;

(ii) the Customer shall also maintain such additional takaful cover or insurances
in respect of its business against all risks (including third party risks and
workmen's compensation) which a prudent company carrying on a similar
business would normally cover/insure as the Bank deems fit;

(iii) the Customer shall maintain adequate takaful cover or insurance for the
Project up to its full coverable/insurable value and furnish copies to the Bank
of all takaful contribution or insurance premium receipts, certificates and
policies in respect of such takaful or insurance, and the Customer shall
ensure that the Bank shall be endorsed as joint loss payee under takaful or
insurances in respect of the Customer's business and/or the Project against
all risks (excluding public/third party liability and workmen's compensation)
(where applicable, the rights of the Bank shall rank after the Port Authority or
the Government of Malaysia);

(l) Project Information

the Customer shall maintain records and monitor the progress of the Project; enable
the Bank's representatives to visit the Project with prior written notice given to the
Customer; and furnish at regular intervals, all information as the Bank shall
reasonably request concerning the Project, including information on environmental
matters;

(m) Regulations affecting the Project

the Customer shall duly inform the Bank of the imposition of any laws, decrees or
regulations materially affecting the Project and/or the Facility and the occurrence of
any event or circumstances which would reasonably interfere or threaten to interfere
with the implementation or completion of the Project;

(n) Operation of the Project

the Customer shall implement, complete and operate the Project with due diligence
and efficiency without any unnecessary delay and in conformity with sound
administrative, engineering and financial practices. The Customer shall not, without
the prior written consent of the Bank, make any substantial alteration to the scope or
nature of the Project;

68
(o) Project Report

the Customer shall furnish to the Bank at yearly intervals, a detailed report on the
progress of the Project, which shall include the revenue recorded in the year ended,
and the expenditure incurred in the year then ended;

(p) Designated Accounts

the Customer shall comply with and ensure that the requirements under the
Designated Accounts are met at all times.

(q) Valuation Report

the Customer shall furnish the Bank an original copy of the valuation report/valuation
update prepared by the Bank's panel of valuers in respect of the property
charged/assigned/pledged in favour of the Bank at such times and in such manner
as stipulated by the Bank. The Bank has the right to request for a full valuation
report as and when required. The valuation charges shall be borne by the Customer.

Part C. Negative Covenants

Subject always to Shariah requirements, the Customer hereby covenants with the Bank that
at all times and for so long as the Secured Amounts remain owing, due and payable, the
Customer shall not without the prior written consent and/or approval of the Bank:

(a) create, incur or permit to exist any future Security Interest on all or any of its
present or future assets other than:

(i) any Security Interest permitted under Part A(a) above;

(ii) liabilities which are subject to liens or rights of set-off arising in the normal
course of trading and the aggregate amount of which is not material;

(iii) any right of set-off arising under any guarantee or set-off agreement issued
and/or executed by the Customer subject to such guarantee or set-off
agreement being permitted under this Agreement; and

(iv) Security Interests arising out of any arrangements entered into by the
Customer for the performance and maintenance of the Facility;

(b) make any repayment/payment or prepayment of the subordinated loans/financing or

loans/financing advanced to the Customer by any company associated with or
deemed to be related to the Customer;

(c) incur, assume, guarantee or permit to exist any other indebtedness with:

(i) any financial institution, other than:

(1) any unsecured indebtedness payable on demand or maturing by its

terms within twelve (12) months after the date on which it was
originally incurred, in either case, incurred in the ordinary course of
business of the Customer; or

69
 (2) any hire purchase transaction with financial institutions in respect of
any equipment, machinery and other transportation equipment
incurred in the ordinary course of business of the Customer;

(ii) any of its directors or the shareholders or its related corporation;

(d) sell, transfer, lease, rent or otherwise dispose of or in any case cease to exercise
control over, whether by single transaction or a number of transactions, whether
related or not, the whole or substantial part of the Customer's assets, save and
except in the ordinary course of business and on ordinary commercial terms on the
basis of arm's length transaction;

(e) enter into, undertake or permit any amalgamation, consolidation, merger, demerger,
reconstruction, reorganisation or winding up of the Customer or any of its
subsidiaries;

(f) add to, delete, vary or amend or change or cause to change its constitution in any
manner which would be inconsistent with the terms of this Agreement and the
Security Documents or the nature of its business, unless required for the purpose of
direct or indirect listing exercise;

(g) enter into any transaction with any person, firm or company except in the ordinary
course of business on ordinary commercial terms and on the basis of arm's length
arrangements, or establish any exclusive purchasing or sales agency, or enter into
any transaction whereby the Customer might pay more than the ordinary commercial
price for any purchase or might receive less than the full commercial price for its
products or services;

(h) enter into any partnership, profit-sharing or royalty arrangement or other similar
arrangement whereby the Customer's income or profits are, or might be, shared with
any other person, firm or company unless such partnership or profit sharing or
royalty arrangement or such similar arrangement is entered into in the ordinary
course of business of the Customer on ordinary commercial terms for valuable
consideration and on the basis of an arm's length arrangements, or enter into any
management contract or similar arrangement whereby the Customer's business or
operations are managed by any other person, firm or company;

(i) acquire or establish any subsidiaries;

(j) make any distribution of share capital or declare or pay any dividend;

(k) obtain additional financing facilities from other financial institutions (other than
normal trade credit, overdraft or temporary loan or financing in the ordinary course
of its business).

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70
 SCHEDULE 8A
(which shall be taken, read and construed as an integral part of this Agreement)

ADDITIONAL COVENANTS
(Clause 7.4)

Part A. Positive Covenants

[*to insert/NIL]

Part B. Negative Covenants

[*to insert/NIL]

[the rest of this page is intentionally left blank]

71
 SCHEDULE 9
(which shall be taken, read and construed as an integral part of this Agreement)

EVENTS OF DEFAULT
(Clause 10.1)

If any of the following events shall occur:

(a) Non-Payment

the Customer fails to pay any payment under the Facility on its due date or upon
demand from the Bank; or

(b) Non-Payment of Other Moneys Due

the Customer fails to pay any amount owing, due and payable under this Agreement
or the Security Documents other than the type of payment referred to in (a) above
and the same is not remedied within seven (7) days after the Bank has given notice
in writing to the Customer to remedy such breach; or

(c) Breach of Obligations

the Customer or any Security Party fails to observe or perform any of its respective
obligations under this Agreement or the Security Documents or under any other
undertaking or arrangement entered into in connection herewith or therewith in any
material respect and such breach or non-compliance is not remedied by the
Customer or the Security Party, as the case may be, within thirty (30) days after the
Bank has given notice to the Customer or the Security Party, as the case may be, to
remedy such breach; or

(d) Misrepresentation

any representation, warranty or statement which is made (or acknowledged to have

been made) by the Customer and/or the Security Party or any of its shareholders in
this Agreement or the Security Documents to which it is a party or which is contained
in any certificate, statement, legal opinion or notice provided under or in connection
herewith or therewith, proves to be incorrect in any material respect at the time it
was made or acknowledged to have been made and remains uncorrected for a
period of seven (7) days after notification by the Bank or after the Customer has
actual knowledge that such representation, warranty or statement is incorrect or
misleading, whichever occurs first, or if repeated at any time with reference to the
facts and circumstances subsisting at such time, would not be accurate in all material
respects; or

(e) Invalidity

any provision of this Agreement or the Security Documents, is or becomes, for any
reason, illegal, invalid or unenforceable in any way, and/or if any Security
Documents are not perfected, becomes imperfect in any way, and/or if the Bank
cannot recover from any Security Documents, and/or if the Bank is of the opinion
(which opinion shall be final and conclusive) that any of the security created
pursuant to the Security Documents is in jeopardy; or

72
(f) Disposal of Assets

save as permitted under this Agreement, the Customer transfers or disposes of, or
threatens to transfer or dispose of, a substantial part of its business or assets and
the result of any of the foregoing may, in the opinion of the Bank (which opinion
shall be final and conclusive), adversely affect the Customer's financial condition or
its ability to observe or perform its obligations under this Agreement or the Security
Documents to which it is a party; or

(g) Cessation of Business

the Customer or any Security Party, changes or threatens to change the nature or
scope of its business, ceases or threatens to cease to carry on its business (inclusive
of direction by the government or its agent to cease or stop operation of the
business), or any governmental authority expropriates or threatens to expropriate all
or part of their assets, and the result of any of foregoing may, in the opinion of the
Bank (which opinion shall be final and conclusive), adversely affect their financial
condition or their ability to observe or perform their obligations under this Agreement
or the Security Documents to which they are a party; or

(h) Cross-Default

(i) any other indebtedness of the Customer or any Security Party becomes
owing, due and payable, any guarantee of the Customer or any Security
Party is not discharged at maturity or when called, or the Customer or any
Security Party goes into default under, or commits a breach of, any
instrument or agreement relating to any such indebtedness or guarantee; or

(ii) any breach by: (1) the Customer or any Security Party; or (2) any of the
related corporations or associated companies of the Customer or any Security
Party or (3) any of the related corporations of the shareholders of the
Customer or any Security Party, of the terms and conditions, stipulations and
agreements contained in any other security document between: (a.) the
Customer or any Security Party; or (b.) any of the related corporations or
associated companies of the Customer or any Security Party; or (c.) any of
the related corporations of the shareholders of the Customer or any Security
Party, with the Bank or any other banks that constitute a Material Adverse
Effect; or

(i) Appointment of Receiver, Legal Process

an encumbrancer takes possession of, or a trustee or administrative or other receiver

or similar officer is appointed in respect of, all or any substantial part of the business
or assets of the Customer or any Security Party, or distress or any form of execution
is levied or enforced upon or sued out against any such business or assets and is not
discharged within seven (7) days after being levied, enforced or sued out, or any
Security Interest which may for the time being affect any of such business or assets
becomes enforceable; or

(j) Insolvency

the Customer is deemed unable to pay its debts within the meaning of Section 466
of the Companies Act, or becomes unable to pay its debts as they fall due, or has
admitted in writing the Customer's inability to pay its debts generally as they fall
due; or
73
(k) Suspension of Payments

the Customer suspends or threatens to suspend making payments with respect to all
or any class of its debts and the result of any of the foregoing may, in the opinion of
the Bank (which opinion shall be final and conclusive), adversely affect its financial
condition or its ability to observe or perform its obligations under this Agreement or
the Security Documents; or

(l) Composition, Winding-Up, Bankruptcy

the Customer and/or any Security Party convenes a meeting of its creditors, or
proposes or makes any arrangement, assignment or composition, for the benefit of
its creditors, and/or if a meeting is convened for the purpose of considering a
resolution, or a petition is presented or any other steps are taken, for making an
administration order against or for winding up of the Customer and/or any of its
corporate shareholders and/or any Security Party which is not contested within the
time period prescribed by law, and/or if there is any petition presented or any order
made, for the bankruptcy of any of the Customer's directors and/or any Security
Party; or

(m) Analogous Proceedings

anything analogous to any of the events specified in Paragraphs (i), (j), (k) and (l)
occurs under the laws of any applicable jurisdiction; or

(n) Legal Proceedings

any legal proceedings, suit or action shall be instituted against the Customer or any
Security Party, and the Bank is of the opinion (which opinion shall be final and
conclusive) that such legal proceedings shall have a Material Adverse Effect on the
Customer or such Security Party unless such event can be remedied by the Customer
or such Security Party within thirty (30) Business Days from the Bank's written notice
to the Customer or such Security Party or after the Customer or such Security Party
has actual knowledge of the legal proceedings, whichever occurs first; or

(o) Judgement Outstanding

the Customer or any Security Party shall fail to satisfy any judgement passed against
the Customer or such 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 Customer or such Security
Party becoming aware of the judgement; or

(p) Change in Law

any law is brought into effect which purports to render ineffective or invalid any
provision of this Agreement or any of the Security Documents or which would
prevent the Customer or any Security Party from performing any of their respective
obligations hereunder or thereunder; or

74
(q) Damage to Project

any part of the Project or any structures thereon is damaged or destroyed and the
result, whether by reason of the takaful or insurance over the Project or structure
proving to be invalid or unenforceable or for any other reason is, in the
determination of the Bank adversely to affect the financial condition of the Customer
or the Customer's ability to observe or perform its obligations under this Agreement
or any of the Security Documents; or

(r) Abandonment of Project

there is an abandonment and a non-completion of the Project; or

(s) Employment

the Customer shall fail upon it becoming aware to inform the Bank forthwith of any
director or shareholder or any of the director's or shareholder's parents, spouse or
children becoming a director, officer or employee of the Bank; or

(t) Unsatisfactory Conduct of Business and Accounts

if in the opinion of the Bank (which opinion shall be final and conclusive), the
business or affairs of the Customer are not carried out or conducted satisfactorily in
accordance with sound financial or business standards or practices, or if any of the
Customer's accounts with the Bank are not operated satisfactorily; or

(u) Licence

any of the Project Consents (where applicable) or any other licence, authorisation,
approval, consent, order, exemption, registration, filing or notarisation referred to
herein is revoked or withheld or modified or is otherwise not granted or fails to
remain in full force and effect; or

(v) Nationalisation

all or a material part of the property or assets of the Customer shall be condemned,
seized or otherwise appropriated or nationalised, or custody or control of such
property or assets shall be assumed and retained by any person acting or purporting
to act under the authority of the Government, or the Customer shall have been
prevented from exercising normal managerial control over all or any substantial part
of its property or assets; or

(w) Moratorium

the Customer or the Security Party enters into or proposes to enter into or there is
declared by any competent court or authority, a moratorium on the payment of
indebtedness or other suspension of payments generally; or

(x) Material Adverse Effect

the Customer does any act or omits to do any act in relation to this Agreement or
the Security Documents or in respect of the transactions contemplated thereby, the
result of which has or is likely to have a Material Adverse Effect or in the opinion of
the Bank shall prejudice the ability of the Customer or any Security Party to perform
any of their respective obligations under any other undertaking or arrangement
75
 entered into in connection with this Agreement or the Security Documents in
accordance with the terms and/or conditions hereof or thereof; or

(y) Termination of Project Documents

any of the Project Documents being terminated and such termination would be likely
to have a Material Adverse Effect; or

(z) Dispute among Shareholders

there arises any dispute between the shareholders of the Customer and such dispute
would be likely to have a Material Adverse Effect; or

(aa) Revocation of Agreements

If:

(i) any agreement or instrument to which the Customer or any Security Party is
a party or pursuant to which the Customer or such Security Party derives any
rights or benefits is terminated, revoked, suspended or becomes invalid or
unenforceable for any reason whatsoever, or any party thereto defaults under
such agreement or instrument, or any event occurs which gives rise to a right
to any party thereto to terminate or revoke such agreement or instrument,
and the same would have a Material Adverse Effect; or

(ii) any Project Document is or is, in the opinion of the Bank, likely to be,
breached, revoked, suspended or terminated or becomes invalid or
unenforceable for any reason whatsoever, or any party thereto defaults under
such agreement, or any event occurs which gives rise to a right to any party
thereto to terminate or revoke any Project Documents; or

(bb) Unsound Business

in the reasonable opinion of the Bank (which opinion shall be final and binding) that
the Customer is not carrying on the Customer's business and affairs in accordance
with sound and prudent financial standards and practices; or

(cc) Event or Events

any other event or series of events whether related or not has or have occurred
which in the opinion of the Bank (which opinion shall be final and binding upon the
Customer) could or might affect or prejudice the ability or willingness of the
Customer or where applicable, of any Security Party to comply with all or any of its
respective obligations hereunder or where applicable, under the Security Documents.

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76
 SCHEDULE 9A
(which shall be taken, read and construed as an integral part of this Agreement)

ADDITIONAL EVENTS OF DEFAULT

(Clause 10.1)

[*to insert/NIL]

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77
 SCHEDULE 10
(which shall be taken, read and construed as an integral part of this Agreement)

ILLUSTRATION OF IBRA' (REBATE)

(Clause 3.9)

Ibra’' (Rebate) shall be granted for early redemption of full Selling Price and the formula for
calculation are as follows:

Ibra’' = Deferred / Unearned Profit – Early Settlement Charges

Settlement Amount = Outstanding Selling Price + Instalments Due

+ Late Payment Charges – Ibra’'

Illustration:

(illustrative amount only)

(i) Deferred/Unearned Profit = RM 100,000.0

0
(ii) Outstanding Selling Price = RM 270,000.0
0
(iii) Instalment per month = RM 5,000.00
(iv) Late Payment Charges = RM 2,500.00
(v) Early Settlement Charges = RM 400.00
(vi) Instalment due but unpaid = 10 instalments & current instalment
= 11 instalments x RM5,000.00 = RM55,000.00

Ibra' = Deferred/Unearned Profit – Early Settlement Charges

= RM100,000.00 – RM400.00
= RM99,600.00

Settlement = Outstanding Selling Price + Instalments Due +

Amount Late Payment Charges – Ibra'
= RM270,000.00 + RM55,000.00 + RM2,500.00
– 99,600.00
= RM227,900.00

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78
 SCHEDULE 11
(which shall be taken, read and construed as an integral part of this Agreement)

DISBURSEMENT SCHEDULE OF THE FACILITY

[to insert]

[the rest of this page is intentionally left blank]

79
 SCHEDULE 12
(which shall be taken, read and construed as an integral part of this Agreement)

SPECIFIC TERMS AND CONDITIONS FOR TAWARRUQ

(Clause 3.4)

1. METHOD OF FINANCING

In accordance with the practice of Tawarruq and to give effect to the transactions
under the Facility, the Bank and the Customer shall enter into a Murabahah Sale (as
defined herein) in the following sequence whereby:

1.1 The utilisation of the proceeds under the Facility shall first be preceded with
a concluded Murabahah Sale.

1.2 The Customer shall execute the Disbursement Notice as per the format
specified in Annexure VI.

1.3 Pursuant to the Disbursement Notice, the Customer shall execute the
Purchase Requisition, whereby, upon the Customer's request and its
undertaking to purchase the Commodity from the Bank, the Bank will
purchase the Commodity from the Appointed Commodity Trader at a price
equivalent to the Purchase Price.

1.4 Simultaneously with the purchase undertaking, the Customer shall appoint
the Bank's Treasury Officer as Purchasing Agent:

(a) to purchase the Commodity on behalf of the Customer from the Bank
(by executing and concluding the Commodity Sale Contract) at the
Bank's Selling Price; and/or

(b) to take possession (physical or constructive) of the Commodity;

1.5 In furtherance to the Commodity Sale Contract, the Customer may execute
the Authorisation to Sell, whereby the Customer appoints the Bank as Sale
Agent to sell the Commodity on behalf of the Customer to the Appointed
Commodity Trader at a price equivalent to the Purchase Price.

Notwithstanding anything contained above, the Customer reserves the right

to revoke the Authorisation to Sell prior to the Bank actually selling the
Commodity to Bursa Malaysia Islamic Services.

1.6 The parties by themselves or through their agent shall execute the
Commodity Sale Contract in the format specified in Annexure III setting out
in details the terms of the sale of the Commodity by the Bank to the
Customer adopting Shariah principle of Murabahah (“Murabahah Sale")
wherein the Customer shall pay the Bank's Selling Price on deferred
payment terms in accordance with the payment instructions contained
therein (inclusive of the details of any payment stated in the Letter of Offer
and Item 17 of Schedule 1 to this Agreement, if any).

80
 1.7 The parties acknowledge that the Commodity shall be capable of physical
delivery. The Customer may request physical delivery of the Commodity
provided that the Bank has received a written request from the Customer at
the time it receives the Customer's requisition and undertaking for the
purchase of the Commodity. All cost and expenses related to the delivery of
the Commodity shall be borne and paid in full by the Customer to the Bank
prior to physical delivery. In the event the Customer requests for physical
delivery, the Customer does not need to execute the Authorisation to Sell
and Paragraph 1.5 above is not applicable.

1.8 In the event the situation in Paragraph 1.7 above occurs, the Customer shall
proceed to sell the Commodity to any third party purchaser at its own will,
means and costs.

1.9 However, in the event the Bank does not receive such request, pursuant to
the Authorisation to Sell, the Bank is appointed by the Customer as the
Customer's agent to sell the Commodity to the Appointed Commodity Trader
at such time and in such manner as the Bank may decide.

1.10 At the end of each Murabahah Payable Period (as defined hereinafter), the
Customer may, subject to the Bank's approval and the full utilisation of the
Facility, request to enter into New Murabahah Sale Transactions (as defined
hereinafter) the details of which are as set out in Paragraph 6 hereof (if
applicable).

1.11 For the abovementioned Murabahah Sale:

1.11.1 The Bank

shall be liable for any loss or damage of the Commodity before the
Customer takes possession of the Commodity; and shall not be held
liable except in the event of ta'addi (misconduct), taqsir (negligence)
or mukhalafah as-shurut (breach of specified terms).

1.11.2 The Customer

shall be held liable for the sale and purchase contract(s) entered into
by the Bank in accordance with specified terms and conditions
agreed upon under the Authorisation to Sell.

2. TERMS AND CONDITIONS OF MURABAHAH SALE

2.1 Upon execution of the Commodity Sale Contract, all rights, liabilities, title,
ownership, interests and benefits (including the risk) to the Commodity shall
immediately pass to the Customer.

2.2 The transfer of ownership of the Commodity to the Customer shall be

evidenced by an e-certificate issued by Bursa Malaysia Islamic Services.

2.3 The Bank hereby passes the constructive possession of the Commodity to
the Customer. The Customer has an option whether to take the physical
possession of the Commodity.

81
 2.4 Pursuant to the agreement by the Customer to sell the Commodity, the
Bank shall retain the relevant e-certificate relating to the Commodity in its
custody as trustee for the benefit of the Customer for the purpose of
subsequent sale of the Commodity through Bursa Malaysia Islamic Services
by virtue of the Authorisation to Sell. The Customer shall have the right to
inspect the said certificate at the premise of the Bank or to require the Bank
to furnish the Customer with a photocopy of the said certificate by written
notification to the Bank.

2.5 Any defect in the Commodity which occurred before entering into the
Commodity Sale Contract which is discovered by the Customer after the
execution of the Commodity Sale Contract shall entitle the Customer to the
defect option.

2.6 Under the defect option, the Customer has the right to:

(a) terminate the Commodity Sale Contract;

(b) continue with mutually agreed variation of the terms of the

Commodity Sale Contract as a result of the defect discovered; or

(c) continue with the Commodity Sale Contract as it is.

2.7 Any defect in the Commodity which is discovered and consented to by the
Customer at the time of entering into the Commodity Sale Contract shall
disentitle the Customer from the defect option.

2.8 The period of defect option mentioned in Paragraphs 2.5 and 2.6 above
shall commence immediately after the completion of any Murabahah Sale
and shall lapse at the expiry of twenty four (24) hours therefrom.

2.9 The parties agree that the Commodity shall not be the subject matter of any
other Tawarruq transaction at any one time.

3. DISSOLUTION (IF APPLICABLE)

The Commodity Sale Contract is dissolved when:

3.1 the Customer exercises the defect option to terminate the Commodity Sale
Contract; or

3.2 any of the contracting parties exercises mutually agreed options to

terminate the Commodity Sale Contract within the agreed time period; or

3.3 any of the contracting parties exercises the option to terminate the
Commodity Sale Contract due to breach of the specified terms; or

3.4 both contracting parties mutually agree to terminate the Commodity Sale
Contract.

82
 If the Commodity Sale Contract is dissolved for whatsoever reason and the
Commodity has not been sold to any third party, the Commodity shall be returned
to the Bank which shall therefrom refund to the Customer any of the Bank's Selling
Price so paid by the Customer. Provided always that the return of the same is
commercially feasible and possible failing which the Bank shall be entitled to the
Purchase Price of the same.

4. COMPLETION

The Commodity Sale Contract is completed upon fulfilment of the obligations of the
parties which include the following:

4.1 full settlement of the Bank's Selling Price;

4.2 transfer of the obligation to pay the Bank's Selling Price to a third party
through any hiwalah al-dayn;

4.3 waiving of the right to receive the remaining or outstanding Bank's Selling
Price through a rebate by the Bank; or

4.4 full muqassah (set-off) of debt obligations between the parties.

Upon completion of the Commodity Sale Contract, the parties are free from any
contractual obligations.

5. PAYMENT OF THE BANK'S SELLING PRICE

5.1 The Bank's Selling Price shall be paid by the Customer to the Bank on or
before the end of the deferred payment period stated in the Commodity
Sale Contract ("Murabahah Payable Period") and in any event shall be
paid in full at the end of the Tenure.

5.2 All payments made by the Customer and/or the Security Party hereunder
shall be made in Ringgit Malaysia on the relevant day to the account of the
Bank notified by the Bank to the Customer and/or the Security Party.

5.3 All payments by the Customer and/or the Security Party under this
Agreement, shall be made in full without any deduction, withholding or any
direct or indirect tax of similar nature (whether in respect of set off,
counterclaim, taxes, charges or otherwise whatsoever) unless they are
required by law, in which event the Customer and/or the Security Party
shall:

5.3.1 ensure that the deduction, or withholding does not exceed the
minimum amount legally required;

5.3.2 forthwith pay to the Bank for the account of the Bank such additional
amount so that the net amount received by the Bank will equal the
full amount which would have been received by it had no such
deduction, or withholding been made;

83
 5.3.3 pay to the relevant taxation, customs or other authorities within the
period for payment permitted by applicable law the full amount of
the deduction or withholding (including, but without prejudice to the
generality of the foregoing, the full amount of any deduction or
withholding from any additional amount paid pursuant to this
paragraph) and furnish to the Bank, within the period for payment
permitted by applicable law, either:

(a) an official receipt of the relevant taxation authorities in respect

of all amounts so deducted, withheld or paid as aforesaid; or

(b) if such receipts are not issued by the relevant taxation

authorities on payments to them of amounts so deducted,
withheld or paid, a certificate of deduction or equivalent
evidence of the relevant deduction or withholding.

5.4 if the Customer shall default in the payment of the Secured Amounts and/or
the Bank's Selling Price and/or other money owing, due and payable on the
respective due dates, as the case may be, or any other money herein
covenanted to be paid from time to time, the Customer shall pay to the Bank
compensation for late payment (Ta’widh) in accordance with this Agreement.

5.5 if any payment would otherwise be owing, due and payable on a day which
is not a Business Day, it shall be owing, due and payable on the next
succeeding Business Day or, if that Business Day falls in the following
month, the preceding Business Day.

5.6 Notwithstanding any provisions to the contrary, subject to the Bank's

discretion and upon such terms as the Bank may impose, the Customer may
request and the Bank may grant an early payment of the Bank's full Selling
Price subject to the Customer issuing to the Bank an irrevocable and
unconditional notice stating its intention to do so not less than three (3)
months prior to the proposed date of the early payment. The amount
payable shall be calculated in accordance with the practice of the Bank as
approved by the Bank's Shariah Committee.

6. NEW MURABAHAH SALE TRANSACTION (IF APPLICABLE)

6.1 Pursuant to Paragraph 1 above, the Customer may request to enter into
another Murabahah sale transaction ("New Murabahah Sale
Transaction") with the Bank to make subsequent utilisation of the Facility.

6.2 In requesting for a New Murabahah Sale Transaction, the Customer shall
apply to the Bank by issuing a Disbursement Notice and shall specify the
facility amount the Customer wishes to be utilised under the New
Murababah Sale Transaction provided that the purchase price of the
Commodity under the newly executed Murabahah Sale shall be equal to or
less than the Facility and provided that the Murabahah Payable Period for
the New Murabahah Sale Transaction shall not extend beyond the Tenure.

6.3 On receipt of the Disbursement Notice from the Customer, the Bank shall
enter into a Murabahah Sale adopting all the forms, mechanism, manners
and sequence stated in Paragraph 1 above.

84
 6.4 For every New Murabahah Sale Transaction, the parties shall enter into the
transactions in the sequence as described in Paragraph 1 above. The
Murabahah Payable Period for the New Murabahah Sale Transaction shall
commence upon the completion of the Murabahah Sale and shall not exceed
the Tenure. The parties shall then execute a Commodity Sale Contract
wherein the Customer shall pay the Bank the new Selling Price on deferred
payment terms in accordance with the payment instructions contained
therein.

7. MURABAHAH SALE TRANSACTIONS LIMITATIONS (IF APPLICABLE):

7.1 The Facility shall be available for disbursement only if the Bank is satisfied
that:

7.1.1 there are no legal proceedings, suits or actions of any kind

whatsoever (whether criminal or civil) instituted against the
Customer or the Security Party;

7.1.2 there is/are no bankruptcy or winding-up (whether voluntary or

compulsory) notice/petition/proceedings against the Customer or the
Security Party;

7.1.3 completion of all security/legal documentation and fulfillment of such

other conditions precedent as the Bank may require;

7.1.4 no circumstance exists and no event has occurred so as to jeopardise

the Bank's rights under the transaction documents and/or the
Murabahah Sale transaction and no Event of Default shall have
happened and/or is continuing;

7.1.5 the representations and warranties set out in this Agreement are true
and correct in all material respects as if made on the date on which
the relevant Disbursement Notice, as the case may be, is delivered to
the Bank and are deemed repeated by reference to then existing
circumstances;

7.1.6 availability of funds and Commodity to the Bank;

7.1.7 the proper conduct of the Customer's account and satisfactory

utilisation of the Facility.

7.2 the Bank shall not be responsible for any loss or damage to the Customer on
account of a delay in executing documents pertaining to the Facility or the
disbursement of any part of the Facility.

[the rest of this page is intentionally left blank]

85
 SCHEDULE 13
(which shall be taken, read and construed as an integral part of this Agreement)

TERMS AND CONDITIONS OF DESIGNATED ACCOUNTS

[to insert]

[the rest of this page is intentionally left blank]

86
 Annexure I
(which shall be taken, read and construed as an integral part of this Agreement)

TWF P1

BANK PEMBANGUNAN MALAYSIA BERHAD

PURCHASE REQUISITION OF THE COMMODITY FROM

<APPOINTED COMMODITY TRADER>

<Date>: Application Date

To: Bank Pembangunan Malaysia Berhad

Level 24 Menara Bank Pembangunan
Bandar Wawasan
No. 1016, Jalan Sultan Ismail
50250 Kuala Lumpur
(Attn: Head Credit Operations)

Dear Sir,

APPLICATION TO PURCHASE THE COMMODITY

- FACILITY APPROVED AMOUNT RM <PRINCIPAL DISBURSEMENT AMOUNT>

1. Purchase Request

I/We <Client Name>, hereby request Bank Pembangunan Malaysia Berhad (BPMB) to purchase the
commodity through registered supplier with <Appointed Commodity Trader> as follows:

VALUE (RM)
NO. DATE
PURCHASE PRICE OF BPMB
1 <PRINCIPAL DISBURSEMENT AMOUNT> <DISBURSEMENT DATE>

2. Undertaking (wa'd)

(a) The undertaking (wa'd) between ourselves and BPMB is immediately binding on us upon the purchase
of the commodity by BPMB from a commodity supplier.

(b) Once BPMB has purchased the commodity from a commodity supplier, we hereby irrevocably and
unconditionally undertake to purchase the same commodity from BPMB at the selling price of RM
<Ceiling/Fixed Selling Price Amount> as ascribed in TWF P3.

(c) We shall purchase the commodity from BPMB on the same day after BPMB has successfully acquired the
commodity from the supplier. The undertaking (wa'd) between both parties is deemed completed once
we proceed to purchase the commodity from BPMB. Upon completion, we shall be free from any
obligations under this undertaking (wa'd).

(d) BPMB may only invoke the undertaking (wa'd) once BPMB has concluded the purchase of the
commodity from the supplier.

(e) The undertaking (wa'd) between both parties will be revoked under any of the following circumstances:

(i) BPMB agrees to our revocation request; or

(ii) We do not execute the action(s) and BPMB does not invoke the undertaking (wa'd).

87
 (f) The undertaking (wa'd) between both parties is considered to be breached in the event we do not
proceed to purchase the commodity from BPMB. In the event of a breach of the undertaking (wa'd),
BPMB has the right to claim compensation for any actual loss suffered. However, the actual loss shall
not include indirect costs such as overhead costs, salary or opportunity cost i.e. cost of funds. The
actual loss shall be determined either by an authoritative body acceptable to BPMB's Shariah Committee
or a methodology acceptable to BPMB's Shariah Committee as customary market practice.

This Purchase Requisition, once issued, shall be irrevocable and binding on us and our successors in title. By
issuing this Purchase Requisition, we hereby acknowledge that we understand the nature and contents of this
Purchase Requisition.

3. Appointment of Agent

(a) We hereby appoint any of BPMB's officers from Group Treasury, as our purchasing agent to:

(i) execute and conclude the respective Commodity Sale Contract (TWF P3) on our behalf for the
purpose of purchasing the commodity from BPMB at the price equivalent to the Selling Price; and

(ii) take possession (<Constructive/Physical>) of the Commodity.

(b) The appointment of the BPMB's officers from Group Treasury as an agent to purchase shall cease upon:

(i) termination of the Facility Agreement; or

(ii) upon taking possession of the commodity either to ourself or delivery to the third party purchaser;
or

(iii) our dissolution or loss of legal capacity; or

(iv) dissolution or loss of legal capacity of BPMB; or

(v) we lose our right to appoint BPMB as our binding agent; or

(vi) both parties mutually agree to terminate this Appointment of Agency; or

(vii) we exercise the option to terminate this Appointment of Agency due to misconduct, negligence or
breach of specified terms of the contract by BPMB; or

(viii) BPMB withdraws from this Appointment of Agency due to breach of specified terms of the contract
by us.

Upon occurrence of the above, any asset or rights entrusted with BPMB shall be returned to us.

(c) We hereby agree to proceed with ratification measure on any unauthorised transactions which may
occur during the transactions. We shall effect the relevant TWF P1, S1 or other relevant document.

(d) This Appointment of Agency shall be completed upon fulfilment of all obligations of the Parties or set-off
of obligations between the Parties under this Appointment of Agency. Upon completion of this
Appointment of Agency, the Parties are free from any contractual obligations.

(e) BPMB's officers from Group Treasury shall not be held liable except in the event of ta'addi (misconduct),
taqsir (negligence) or mukhalafah al-shurut (breach of specified terms) for any of the appointment as
stated above, and in such a case, BPMB's officers from Group Treasury shall be liable and shall
compensate for loss or damage including any actual cost suffered by us.

(f) In the event of default or breach of this Appointment of Agency, BPMB has the right to claim
compensation for any actual loss suffered. However, the actual loss shall not include indirect costs such
as overhead costs, salary or opportunity cost i.e. cost of funds. The actual loss shall be determined
either by an authoritative body acceptable to BPMB's Shariah Committee or a methodology acceptable
to BPMB's Shariah Committee as customary market practice.

88
Thank you.

Acceptance by BPMB Officer (Group

……………………………………………. Treasury) as an agent for item No. 3.
(<NAME OF COMPANY>)
Name : <Client Name>
I.C No. : <Client I.C No.>
Designation : <Client Designation>
Company's Name and Stamp : <Company Stamp with Name> ………………………………………………
(<Name of Officer>)

89
 Annexure II
(which shall be taken, read and construed as an integral part of this Agreement)

TWF P2

BANK PEMBANGUNAN MALAYSIA BERHAD

INSTRUCTION TO PURCHASE THE COMMODITY FROM

<APPOINTED COMMODITY TRADER>

<Date> : Disbursement Date

Name of Client : <Client Name>

Client ID : <Client ID>

To : Dedicated Dealer, Group Treasury

(Attn: <Dealer Name>)

Dear Sir,

INSTRUCTION TO PURCHASE THE COMMODITY

As per the client's request in the Purchase Requisition of the Commodity from <Appointed
Commodity Trader>, we hereby instruct you to purchase the commodity through registered
supplier with <Appointed Commodity Trader> as follows:

VALUE (RM)
NO. DATE
(PURCHASE PRICE OF BPMB)
1 <PRINCIPAL DISBURSEMENT AMOUNT> <DISBURSEMENT DATE>

Thank you.

……………………………………………
(AUTHORISED SIGNATORY, CREDIT OPERATIONS)

Name : <Name>
Designation : <Designation>

Note: Authorised signatory as per Authority for Credit Administrative Matters (ACAM)

90
 Annexure III
(which shall be taken, read and construed as an integral part of this Agreement)

TWF P3

BANK PEMBANGUNAN MALAYSIA BERHAD

COMMODITY SALE CONTRACT (TAWARRUQ FINANCING)

<Date> Disbursement Date

To: <Client's Name>

We, Bank Pembangunan Malaysia Berhad, hereby offer to sell the commodity (as stated herein) on
“as is where is” basis at the Selling Price (as stated herein) subject to the terms and conditions
contained herein and in the Facility Agreement. The actual payment schedule of Selling Price
is based on actual amount disbursed at the rate of <Fixed Rate or BFR/ECOF + Profit Margin
(whichever applicable)> (Effective Profit Rate).
NO. ITEM DETAIL
1 BPMB PURCHASE PRICE (RM) <Principal Disbursement Amount>
2 PROFIT RATE (%) <Ceiling/Fixed Profit Rate>
3 TENURE (Including Grace/Moratorium) <Tenure>
4 BPMB SELLING PRICE (RM) <Ceiling/Fixed Selling Price Amount>
<Lump
5 PAYMENT OF SELLING PRICE
Sum/Annually/Semi-Annually/Monthly>
<Type of commodity stated in E-
6 COMMODITY
Certificate>
We hereby agree that the ownership and all rights, liabilities, title, interests and benefits (including the risk) to
the commodity shall be transferred to you upon conclusion of sale and purchase of the commodity. The transfer
of ownership of the commodity shall be evidenced by the relevant E-certificate issued by <Appointed Commodity
Trader>.

………………………………………..………………………………………
(AUTHORISED SIGNATORY, CREDIT OPERATION)
Name : <Name> Date : <Date>
Designation : <Designation>

Note: Authorised Signatory as per Authority for Credit Administrative Matters (ACAM)
__________________________________________________________________________________________
Dear Sir,

AGREE TO PURCHASE THE COMMODITY (VALUE: RM <CEILING/FIXED SELLING PRICE AMOUNT>)

I/We (<Client Name>), hereby accept the offer and agree to purchase the commodity from you in accordance
with the terms and conditions above. We take note of the option to take delivery of the commodity and pay the
delivery charges OR to sell the commodity to <Appointed Commodity Trader> for cash via an agent.

I/We hereby waive any claims that I/We may have against you in respect of any loss which I/We may suffer by
reason of, or arising out of or in connection with this Commodity Sale Contract or otherwise in connection with
the commodity. In particular, I/We shall have no remedy against you in respect of the quality, condition,
quantity, description, title or otherwise of the commodity.

Thank you.

(To be signed during trading in Appointed Commodity Trader system)

……………………….…………………………………….
<NAME OF TREASURY OFFICER> (ON BEHALF OF CLIENT)
Designation : <Designation> Date : <Date>

91
 Annexure IV
(which shall be taken, read and construed as an integral part of this Agreement)

TWF S1

BANK PEMBANGUNAN MALAYSIA BERHAD

AUTHORISATION TO SELL THE COMMODITY TO

<APPOINTED COMMODITY TRADER>

<Date>: Application Date

To: Bank Pembangunan Malaysia Berhad

Aras 24, Menara Bank Pembangunan
Bandar Wawasan
No. 1016, Jalan Sultan Ismail
50250 Kuala Lumpur
(Attn: Head Credit Operations)

Dear Sir,

APPLICATION TO SELL THE COMMODITY

-FACILITY APPROVED AMOUNT RM <PRINCIPAL DISBURSEMENT AMOUNT>

The purchase of the commodity from <Appointed Commodity Trader> (TWF P1) dated <TWF P1 Application
Date> refers.

I/We, (<Client Name>), hereby agree to sell the commodity via an agent.

I/We hereby authorise Bank Pembangunan Malaysia Berhad (BPMB) as an agent to:

(a) sell the commodity to <Appointed Commodity Trader> as follows:

VALUE (RM)
NO. BANK & ACCOUNT NO. DATE
(PURCHASE PRICE OF BPMB)
<PRINCIPAL DISBURSEMENT <DISBURSEMENT
1 <CLIENT ACCOUNT NO>
AMOUNT> DATE>

(b) receive proceeds from the sale of the commodity on our behalf; and

(c) to deliver possession of and title in and to the commodity to any purchaser of the commodity.

The appointment of BPMB as an agent to sell shall cease upon:

(i) termination of the Facility Agreement; or

(ii) taking possession of the commodity either to ourself or delivery to the third party purchaser; or

(iii) our dissolution or loss of legal capacity; or

(iv) dissolution or loss of legal capacity of BPMB; or

(v) we lose our right to appoint BPMB as our binding agent; or

(vi) both parties mutually agree to terminate this Appointment of Agency; or

(vii) we exercise the option to terminate this Appointment of Agency due to misconduct, negligence or
breach of specified terms of the contract by BPMB; or

(viii) BPMB withdraws from this Appointment of Agency due to breach of specified terms of the contract by
us.

92
Upon occurrence of the above, any asset or rights entrusted with BPMB shall be returned to us.

We hereby agree to proceed with ratification measure on any unauthorised transactions which may occur during
the transactions. We shall effect the relevant TWF P1, S1 or other relevant document.

This Appointment of Agency shall be completed upon fulfilment of all obligations of the Parties or set-off of
obligations between the Parties under this Appointment of Agency. Upon completion of this Appointment of
Agency, the Parties are free from any contractual obligations.

BPMB shall not be held liable except in the event of ta'addi (misconduct), taqsir (negligence) or mukhalafah al-
shurut (breach of specified terms) for any of the appointment as stated above, and in such a case, BPMB shall be
liable and shall compensate for loss or damage including any actual cost suffered by us.

In the event of default or breach of this Appointment of Agency, BPMB has the right to claim compensation for
any actual loss suffered. However, the actual loss shall not include indirect costs such as overhead costs, salary
or opportunity cost i.e. cost of funds. The actual loss shall be determined either by an authoritative body
acceptable to BPMB's Shariah Committee or a methodology acceptable to BPMB's Shariah Committee as
customary market practice.

Thank you.

Acceptance by BPMB Officer (Credit

…………………………….……………… Operations) as an agent for the
(<NAME OF COMPANY>) above.
Name : <Client Name>
I.C No. : <Client IC No.>
Designation : <Designation>
Company's Name and Stamp : <Company Stamp with Name>
………………………………………………
(<Name of Officer>)

93
 Annexure V
(which shall be taken, read and construed as an integral part of this Agreement)

TWF S2

BANK PEMBANGUNAN MALAYSIA BERHAD

INSTRUCTION TO SELL OFF THE COMMODITY TO

<APPOINTED COMMODITY TRADER>

<Date> : Disbursement Date

Name of Client : <Client Name>

Client ID : <Client ID>

To : Dedicated Dealer, Group Treasury

(Attn : <Dealer Name>)

Dear Sir,

INSTRUCTION TO SELL THE COMMODITY

I/We, <Name of Authorised Signatory for Credit Operations>, hereby instruct you to sell the
commodity through registered supplier with <Appointed Commodity Trader> as follows:

VALUE (RM)
NO. BANK & ACCOUNT NO. DATE
(PURCHASE PRICE OF BPMB)
<PRINCIPAL DISBURSEMENT <DISBURSEMENT
1 <CLIENT ACCOUNT NO>
AMOUNT> DATE>

Thank you.

……………………………………………
(AUTHORISED SIGNATORY, CREDIT OPERATIONS)
Name : <Name>
Designation : <Designation>

Note: Authorised signatory as per Authority for Credit Administrative Matters (ACAM)

94
 Annexure VI
(which shall be taken, read and construed as an integral part of this Agreement)

DISBURSEMENT NOTICE

[Date]

To: BANK PEMBANGUNAN MALAYSIA BERHAD (Registration No. 197301003074

(16562-K))

Dear Sirs

Facility Agreement dated [●]

1. We refer to the Facility granted in accordance with the Shariah concept of

Murabahah constituted by an agreement dated ("Facility
Agreement") entered between (1) ourselves and (2) BANK PEMBANGUNAN MALAYSIA
BERHAD (Registration No. 197301003074 (16562-K)) ("the Bank"). Terms defined in the
Facility Agreement shall have the same meanings when used herein.

2. We hereby:

(a) give you notice that we wish to request for a disbursement under the Facility
in the sum of RM [pls fill up] ([pls fill up]) on the _____ day of ________,
20___ in favour of the beneficiary mentioned below:

(i) Name of Beneficiary :

(ii) Name and Address of Banker :

(iii) Account Number :

(iv) Maturity Date :

(v) Tenor :

(b) certify that all the representations and warranties contained in Clause 6.1 of
the Facility Agreement remain true and correct as at the date hereof and as at
the date of disbursement;

(c) warrant that as from the date when we first applied for the Facility there have
been no material alterations or changes in our constitution, condition or
business or other affairs of the company which could or might adversely affect
the decision of the Bank to proceed with the Facility;

(d) confirm that no Event of Default has occurred as the date hereof nor will occur
as at the date of the disbursement of the Facility;

(e) certify and confirm that each of the Conditions Precedent contain in Clause 4.1
of the Facility Agreement is satisfied as the date hereof and we know of no
reason why they should not be satisfied as the date referred to in paragraph
2(a) above.

95
Yours faithfully,
For and on behalf of
[Insert name of the Customer]

_________________________________
(Insert name of the Authorised Signatory)

96