cimb islamic bank berhad (company no. 671380-h) · cimb islamic bank berhad (company no. 671380-h)...

115
General Facility Agreement CIMB ISLAMIC BANK BERHAD (Company No. 671380-H) GENERAL FACILITY AGREEMENT

Upload: buidang

Post on 13-Jul-2018

228 views

Category:

Documents


0 download

TRANSCRIPT

General Facility Agreement

CIMB ISLAMIC BANK BERHAD

(Company No. 671380-H)

GENERAL FACILITY AGREEMENT

General Facility Agreement

GFA/BB/1_2009 1 of 115 Revised Date : 14/02/2012

THIS GENERAL FACILITY AGREEMENT is made on the day and year stated in Item 1 of the Schedule 1 hereto. BETWEEN (1) CIMB ISLAMIC BANK BERHAD (Company No. 671380-H) a company

incorporated in Malaysia with its registered office at 5th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia and its , headquarter at Level 34, Menara Bumiputra-Commerce, No 11 Jalan Raja Laut, 50350 Kuala Lumpur, a branch office at the address as stated in Item 2 of the Schedule 1 hereto (hereinafter referred to as “the Bank”) of the one part.

AND (2) The person(s) named in Item 3 of the Schedule 1 hereto (hereinafter referred to as

“the Customer”) of the other part.

ARTICLE I

DEFINITIONS AND INTERPRETATION SECTION 1.01 DEFINITIONS In this Agreement, unless the context otherwise requires, or unless it is otherwise expressly provided, the following expressions shall have the meaning respectively assigned to them thereunder: “ABM” The Association of Banks in Malaysia. “Accepted Bills-i (Purchase/Import) Facility”

An Accepted Bills-i (Purchase/Import) facility granted to the Customer by the Bank and includes any part thereof pursuant to the terms of the Transaction Documents and the General Conditions set out in Item 11 of the Schedule 2 hereto.

“Accepted Bills-i (Sale/Export) Facility”

An Accepted Bills-i (Sale/Export) facility granted to the Customer by the Bank and includes any part thereof pursuant to the terms of the Transaction Documents and the General Conditions set out in Item 12 of the Schedule 2 hereto.

General Facility Agreement

GFA/BB/1_2009 2 of 115 Revised Date : 14/02/2012

“Additional Conditions Precedent”

The additional conditions precedent to be satisfied by the Customer as set out in Item 14 of the Schedule 1 hereto.

“Address for Service” (a) Bank

The Address as stated in Item 2 of the Schedule 1 hereto.

(b) Customer

The Address as stated in Item 4 of the Schedule 1 hereto.

“AIBIM” The Association of Islamic Banking Institutions

Malaysia. “Asset” The asset as described in Item 5 of the Schedule 1

hereto and includes any part thereof. “Asset Purchase Agreement” The asset purchase agreement to be entered into

between the Customer and the Bank (and where applicable, from time to time) whereby the Customer sells to the Bank and the Bank purchases from the Customer the Asset.

“Asset Sale Agreement” The asset sale agreement to be entered into

between the Bank and the Customer (and where applicable, from time to time) whereby the Bank sells to the Customer and the Customer purchases from the Bank the Asset.

“Authorised Signatory(ies)” Any person or persons authorised, whether alone

or jointly by resolution or the extract minutes of meeting of the Board of Directors of the Customer from time to time to sign or certify any document on behalf of the Customer.

General Facility Agreement

GFA/BB/1_2009 3 of 115 Revised Date : 14/02/2012

“Bai’ Al-Dayn” Shariah principles of debt financing, i.e., the provision of financial resources required for production, commerce and services by way of sale/purchase of trade documents and papers. Only documents evidencing real debts arising from bona fide merchant transactions can be traded.

“Bai’ Al-’Inah” A contract of sale and purchase of an asset

whereby the seller sells to buyer and subsequently buys back the asset from the same buyer.

“Bai’ Bithaman Ajil (BBA)” A contract of sale and purchase of an asset in

which the payment of price which includes the profit is deferred and paid within an agreed period of time.

“Bank” CIMB ISLAMIC BANK BERHAD (Company

No. 671380-H) and having its registered office at 5th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia and its headquarter at level 34, Menara Bumiputra-Commerce, No 11 Jalan Raja Laut, 50350 Kuala Lumpur and a branch office at the address stated in Item 2 of the Schedule 1 hereto and includes persons deriving title thereunder and its successors-in-title and assigns.

“Bank Guarantee-i” The Islamic bank guarantee issued or to be issued

by the Bank under the concept of Kafalah to such relevant recipient(s) at the request and for the benefit of the Customer pursuant to the Bank Guarantee-i Facility.

“Bank Guarantee-i Facility” The Bank Guarantee-i facility granted to the

Customer by the Bank and includes any part thereof pursuant to the terms of the Transaction Documents and the General Conditions set out in Item 7 of the Schedule 2 hereto.

“Bank’s Purchase Price” The price at which the Customer sells to the Bank

and the Bank purchases from the Customer the Asset.

General Facility Agreement

GFA/BB/1_2009 4 of 115 Revised Date : 14/02/2012

“Bank’s Selling Price” The price at which the Bank sells to the Customer and the Customer purchases from the Bank the Asset.

“BFR” The base financing rate for the Facilities

(wherever applicable) that is determined by the Bank for the time being and from time to time.

“BNM” Bank Negara Malaysia and includes any entities

assuming the role of the Central Bank of Malaysia.

“Business Day” A day on which the Bank is open for business in

the state where the branch of the Bank as stated in Item 2 of Schedule 1 hereto situates.

“Calendar Month” That period of time commencing on the first (1st)

day of a Calendar Month and ending on the last day of that same Calendar Month.

“Cash Line-i Facility” The Cash Line-i facility granted to the Customer

by the Bank and includes any part thereof pursuant to the terms of the Transaction Documents and the General Conditions set out in Item 5 or Item 6, whichever applicable, of the Schedule 2 hereto, as the case may be.

“Charge” The charge to be executed by the Customer and/or

by the Security Party over land(s) and/or landed property(ies), as the case may be, following the provisions of the National Land Code and includes any variation, amendments and instruments supplemental to or which is expressed to be collateral or entered into pursuant to or in accordance with the terms of the charge and referred to in Section 6.01 hereof in favour of the Bank upon terms and conditions contained therein acceptable to the Bank.

“Commission” The commission charged by the Bank to the

Customer under the Facilities (where applicable) as set out in the General Conditions as attached in the Schedule 2 hereto.

General Facility Agreement

GFA/BB/1_2009 5 of 115 Revised Date : 14/02/2012

“Companies Act” The Companies Act, 1965 including all rules made thereunder and any statutory amendment or re-enactment thereof as may be made at any time and from time to time.

“Conditions Precedent” The conditions precedent to be satisfied by the

Customer as set out in Section 7.01. “Corporate Guarantor” The company named in Item 11 of the Schedule 1

hereto and includes its successors-in-title. “Cost of Fund” The cost of fund of the Bank of obtaining Ringgit

deposits from the Interbank Islamic Money Market to fund the Facilities plus the cost of maintaining statutory reserves and complying with the liquidity and other requirements imposed from time to time by any law or by BNM or any other relevant authority having jurisdiction over the Bank from time to time.

“Current Account-i” The Current Account-i opened or to be opened by

the Customer with the Bank in relation to the Facilities subject to the terms of this Agreement.

“Customer” The person(s) named in Item 3 of the Schedule 1

hereto and includes persons deriving title thereunder and its successors-in-title and personal representatives as the case may be.

“Debenture” The Debenture to be executed by the Customer

and/or by the Security Party over its and/or their assets, as the case may be, and referred to in Section 6.01 hereof in favour of the Bank upon such terms and conditions contained therein acceptable to the Bank.

“Deed of Assignment” The Deed of Assignment to be executed by the

Customer and/or the Security Party (if any) assigning its and/or their assets or the benefit of contract(s) described therein executed between the Customer and/or the Security Party and the various parties named in the contract(s) (if applicable) together with all rights, interests and benefits therein and referred to in Section 6.01 hereof in favour of the Bank upon terms and conditions therein acceptable to the Bank.

General Facility Agreement

GFA/BB/1_2009 6 of 115 Revised Date : 14/02/2012

“Developer/Vendor” The persons(s) named in Item 7 of the Schedule 1

hereto and include its successors-in-title. “Disbursement Notice” A notice of disbursement substantially in the form

set out in Part A of Schedule 4 hereto to be completed and signed by the Customer.

“Documentary Credit-i” The documentary credit-i issued by the Bank

under the Documentary Credit-i Facility. “Documentary Credit-i Facility” Documentary Credit-i facility granted to the

Customer by the Bank and includes any part thereof pursuant to the terms of the Transaction Documents and the General Conditions set out in Item 9 of the Schedule 2 hereto.

“Domestic Bills Of Exchange Purchased-i Facility”

A Domestic Bills Of Exchange Purchased-i facility granted to the Customer by the Bank and includes any part thereof pursuant to the terms of the Transaction Documents and the General Conditions set out in Item 13 of the Schedule 2 hereto.

“Events of Default” Committal (whether by acts of commission or

omission) by the Customer of any breach of the terms of this Agreement including the happening of any of the events specified in Article IX.

“Expenses” All commission, fees and other legal costs charges

and expenses which the Bank may charge or incur arising from or in relation to:- (i) the Transaction Documents; (ii) the preparation, negotiation and creation of

the Transaction Documents; (iii) the Asset; and/or (iv) any breach of any provision of, and the

protection realisation or enforcement of the Transaction Documents.

“Facilities” Refers collectively to or to any one (1) of the

credit and banking facilities up to an aggregate principal sum stated in Item 9 of the Schedule 1 hereto granted to the Customer by the Bank pursuant to the terms and conditions contained in

General Facility Agreement

GFA/BB/1_2009 7 of 115 Revised Date : 14/02/2012

the Letter of Offer and herein and where the context so requires, shall refer to any of the Facilities and shall include any part thereof.

“Foreign Bills Of Exchange Purchased-i Facility”

A Foreign Bills Of Exchange Purchased-i facility granted to the Customer by the Bank and includes any part thereof pursuant to the terms of the Transaction Documents and the General Conditions set out in Item 14 of the Schedule 2 hereto.

“General Conditions” The general conditions with respect to the terms

of the Facilities more particularly set out in the Schedule 2 hereto.

“Guarantee and Indemnity” The Guarantee and Indemnity to be executed by

the Corporate Guarantor and/or Personal Guarantors in favour of the Bank in respect of the Customer’s obligations herein upon such terms and conditions contained therein acceptable to the Bank.

“IBA” Islamic Banking Act, 1983 including all rules

made thereunder, any amendments, modifications and re-enactments thereof in force as may be made at any time and from time to time.

“Indebtedness” All moneys, obligations and liabilities whatsoever

whether for principal, profit or otherwise which may now or at any time in the future be due, owing or incurred by the Customer to the Bank including any amount outstanding under any other existing or future facilities granted by the Bank to the Customer whether present or future, actual or contingent and whether alone, severally or jointly as principal, guarantor, surety or otherwise and in whatever name or style and whether on any current or other account or in any other manner whatsoever and including but without limitation all moneys due under the Transaction Documents including the Bank’s Selling Price and/or all expenses and ta’widh (compensation);.

General Facility Agreement

GFA/BB/1_2009 8 of 115 Revised Date : 14/02/2012

“Indemnifying Party(ies)” The person(s) named in Item 20 of Schedule 1 hereto and includes his/their respective successors-in-title, representatives, heirs and executors, as the case may be, and wherever the context so requires any one (1) of them.

“Kafalah” An Islamic contract of guarantee by the Bank to

guarantee the performance of the contract terms by the Customer.

“Landowner” The registered owner(s) of the land upon which

the Asset is erected (if applicable) and where the context so require, any one (1) of them and including their respective heirs, executors, personal administrators and successor-in-title.

“Letter of Indemnity” The Letter of Indemnity to be executed by the

Indemnifying Party(ies) in favour of the Bank in respect of the Customer’s obligations herein upon such terms and conditions contained therein acceptable to the Bank.

“Legal Process” 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 under the Security Documents and correspondence between the parties hereto, notices under the Companies Act and the Bankruptcy Act, 1967 and the rules made thereunder.

“Letter of Offer” The letter of offer issued by the Bank to the

Customer which is dated the same date as in Item 17 of the Schedule 1 hereto and includes any amendments, variations, modifications and/or supplements made thereto relating to the offer of the Facilities to the Customer.

General Facility Agreement

GFA/BB/1_2009 9 of 115 Revised Date : 14/02/2012

“Machinery, Equipment & Plant Financing-i Facility”

The Machinery, Equipment & Plant Financing-i facility granted to the Customer by the Bank and includes any part thereof pursuant to the terms of the Transaction Documents and the General Conditions set out in Item 2 of the Schedule 2 hereto.

“Memorandum of Deposit of General Investment Account Receipt(s)”

The memorandum of deposit of General Investment Account receipts executed by the Customer and/or by the Security Party and referred to in Section 6.01 hereof in favour of the Bank upon terms and conditions therein acceptable to the Bank.

“Memorandum of Deposit of Stocks and Shares”

The memorandum of deposit of Shariah approved stocks, shares, bonds, debentures, securities and other marketable securities of any kind of any company listed on the Bursa Securities Malaysia Berhad whatsoever to be executed by the Customer and/or by the Security Party and referred to in Section 6.01 hereof in favour of the Bank upon terms and conditions therein acceptable to the Bank.

“Month” That period of time which ends on the same date

as it commenced in the previous month but if there is no numerically corresponding date in the following month, then the period shall end on the last day of that month.

“Murabahah” Sale of goods at a price, which includes a profit

margin as agreed to by both the Bank and the Customer.

“National Land Code” The National Land Code, 1965 for land in West

Malaysia, the Land Code (Cap 81) for land in Sarawak and/or Land Ordinance (Cap 68) for land in Sabah (whichever applicable) and includes any statutory amendment or re-enactment thereof and all subsidiary legislation enacted thereunder.

“Personal Guarantor” The person(s) named in Item 12 of Schedule 1

hereto and includes his/their respective representatives, heirs and executors and wherever the context so requires any one (1) of them.

General Facility Agreement

GFA/BB/1_2009 10 of 115 Revised Date : 14/02/2012

“Property Financing-i/Term Financing-i Facility”

The Property Financing-i/Term Financing-i facility granted to the Customer by the Bank and includes any part thereof pursuant to the terms of the Transaction Documents and the General Conditions set out in Item 1 of the Schedule 2 hereto.

“Purpose” The purpose(s) as described in the Schedule 2

hereto to the corresponding Facilities attached herewith.

“Revolving Credit-i Facility” The Revolving Credit-i facility granted to the

Customer by the Bank and includes any part thereof pursuant to the terms of the Transaction Documents and the General Conditions set out in Item 3 or Item 4, whichever applicable, of the Schedule 2 hereto, as the case may be.

“Ringgit Malaysia” and the sign “RM”

The lawful currency of Malaysia.

“Rules of Court” The Rules of the High Court, 1980 or the

Subordinate Courts Rules, 1980, whichever is applicable in the circumstances including any amendments, modifications or re-enactments made thereof.

“Sale and Purchase Agreement” The agreement made amongst the

Developer/Vendor, the Landowner (if applicable) and the Customer and/or the Security Party (if applicable) on the date stated in Item 6 of the Schedule 1 hereto with regard to the sale and purchase of the Asset (if applicable).

“Security Documents” The security documents as stated specifically in

Item 18 of the Schedule 1 hereto executed hereunder and also includes such other security documents executed hereafter.

“Security Party” The person(s) providing any security to the Bank

to secure the payment by the Customer of the Indebtedness and/or the Bank’s Selling Price, as the case may be, and include all moneys, profit, commission, costs, charges and other moneys arising from or in connection with the Facilities and described in Item 10 of the Schedule 1 hereto.

General Facility Agreement

GFA/BB/1_2009 11 of 115 Revised Date : 14/02/2012

“Shipping Guarantee-i” The Islamic shipping guarantee issued or to be

issued by the Bank under the concept of Kafalah to such relevant recipient(s) at the request and for the benefit of the Customer pursuant to the Shipping Guarantee-i Facility.

“Shipping Guarantee-i Facility” The Shipping Guarantee-i facility granted to the

Customer by the Bank and includes any part thereof pursuant to the terms of the Transaction Documents and the General Conditions set out in Item 8 of the Schedule 2 hereto.

“Solicitors” The person(s) named in Item 19 of the Schedule 1

hereto being the solicitors acting for the Bank. “Supporting Documents” The documents stated in Item 13 of the Schedule 1

hereto as required by the Bank from the Customer and any Security Party in a form and substance acceptable to the Bank.

“Takaful” A form of Islamic insurance based on the

principle of ta’awun or mutual assistance. “Tenure” The period(s) as set out in the Schedule 2 hereto

to the corresponding Facilities and on the expiry thereof respectively the aggregate of the Facilities and all sums owing thereunder and profit or commission thereon (including ta’widh (compensation)) and all other sums howsoever due and payable to the Bank must be fully paid respectively to the Bank such that the Indebtedness and/or the Bank’s Selling Price of the Customer shall be fully discharged and includes any renewal thereof.

“this Agreement” This General Facility Agreement entered into

between the Bank and the Customer and shall include any amendments, variations and/or supplemental made thereto from time to time.

“Transaction Documents’ This Agreement and where applicable, the Asset

Purchase Agreement and the Asset Sale Agreement.

General Facility Agreement

GFA/BB/1_2009 12 of 115 Revised Date : 14/02/2012

“Trust Receipt-i” The trust receipt-i issued by the Bank on behalf or for the benefit of the Customer pursuant to the Trust Receipt-i Facility.

“Trust Receipt-i Facility” Trust Receipt-i facility granted to the Customer by

the Bank and includes any part thereof pursuant to the terms of the Transaction Documents and the General Conditions set out in Item 10 of the Schedule 2 hereto.

“Vendor/Supplier” The persons(s) named in Item 8 of the Schedule 1

hereto and include its successors-in-title. “Wakalah” Shariah principles which refer to a situation,

where a person nominates another person to act on his behalf.

SECTION 1.02 INTERPRETATION (a) Words importing the singular number include the plural and vice versa. (b) Words importing the masculine gender include the feminine and neuter genders. (c) The words “hereof’, “herein”, “hereon”, “hereinafter”, and “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.

(d) Reference herein to Articles, Sections and Schedules is reference to Articles,

Sections and Schedules in this Agreement unless otherwise specified. The Schedules shall form an integral part of this Agreement.

(e) The headings and sub-headings in this Agreement are inserted for convenience

only and are to be ignored when construing the provisions of this Agreement. (f) When 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 specified.

(g) 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 done or is required to be done.

(h) Any references to statutes and the rules made thereunder include all amendments

which may be enacted from time to time.

General Facility Agreement

GFA/BB/1_2009 13 of 115 Revised Date : 14/02/2012

(i) Any references made to any Item of the Schedules hereto which itself does not contain any further and/or invalid references, dates, descriptions or whatsoever shall be construed as having neuter effect and shall not render the provision and any part thereof invalid but shall firstly be construed liberally to encompass typographical errors and documentation misnomer where the context so requires.

(j) Where the Customer or the Security Party 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 or the Security Party is a natural person, and shall bind all its successors-in-title. Accordingly any references herein relating to bankruptcy shall thereafter include references to the winding-up, liquidation, amalgamation or reconstruction, as the case may be, of the Customer or the Security Party.

(k) Where there are two (2) or more persons comprised in the expression “the

Customer”, agreements, covenants, terms, stipulations and undertakings expressed to be made by and on the part of the Customer shall be deemed to be made by and binding upon such persons jointly and severally.

(l) Any liberty or power or discretion to which may be exercised or any

determination which may be made hereunder by the Bank may be exercised or made by the Bank in the Bank’s absolute and unfettered discretion and the Bank shall not be under any obligation to assign any reasons therefore.

ARTICLE II RECITALS

SECTION 2.01 APPLICATION FOR THE FACILITIES (a) At the request of the Customer and/or the Security Party (if any), the Bank has

agreed to grant and to make available the Facilities to the Customer upon the terms and conditions contained herein and in the Letter of Offer.

(b) In consideration of the Bank agreeing to grant the Facilities up to the principal

sum as specified in Item 9 of the Schedule 1 hereto to the Customer, the Customer and/or the Security Party (if any) has/have agreed to provide security to secure the Indebtedness and/or the Bank’s Selling Price in the manner as provided herein.

SECTION 2.02 PURPOSE OF THE FACILITIES The proceeds of the Facilities/Bank’s Purchase Price or any part thereof shall be applied in accordance with the Purpose only. In the event the Customer requires or proposes or intends to use proceeds of the Facilities/Bank’s Purchase Price or of any sum thereunder for any other Purpose, written consent from the Bank must first be obtained by the Customer and shall be applied as prescribed by the Bank at its absolute discretion.

General Facility Agreement

GFA/BB/1_2009 14 of 115 Revised Date : 14/02/2012

ARTICLE III REPRESENTATIONS AND WARRANTIES

SECTION 3.01 REPRESENTATIONS AND WARRANTIES The Customer hereby represents and warrants to the Bank as follows: (a) Valid and binding: that the Transaction Documents and/or the Security

Documents constitute the legal, valid and binding obligations of the Customer and/or the Security Party (if any) in accordance with their respective terms and conditions;

(b) Non-violation: that the execution, delivery and performance of the Transaction

Documents and/or the Security Documents by the Customer and/or the Security Party (if any):

(i) will not violate the provisions of any law or regulation or any order or

decree of any governmental authority, agency or Court to which the Customer and/or the Security Party (if any) is/are subject;

(ii) will not violate the provisions of any mortgage, contract or other

undertaking or instrument to which the Customer and/or the Security Party (if any) is/are party(ies) or which is/are binding upon the Customer and/or the Security Party (if any);

(iii) will not result in the creation or imposition of any obligation to create or

impose any mortgage, lien, pledge or charge on any of the Customer’s and/or the Security Party’s (if any) assets or revenues pursuant to the provisions of any such mortgage, contract or other undertaking or instrument;

(c) Consents: that all consents, approvals or authorisations of any relevant authority

which are required on the part of the Customer and/or the Security Party (if any) or which are advisable for or in connection with the execution, delivery, performance, legality and enforceability of the Transaction Documents and/or the Security Documents have been obtained and are in full force and any conditions contained therein or otherwise applying therein have been complied with;

(d) No default: that the Customer and/or the Security Party (if any) is/are not in

default under any agreement to which the Customer and/or the Security Party (if any) is/are a party or by which the Customer and/or the Security Party (if any) are bound and no bankruptcy or winding up proceedings are pending nor any litigation, arbitration or administrative proceedings are presently current or pending or threatened which default, bankruptcy, winding-up, arbitration or

General Facility Agreement

GFA/BB/1_2009 15 of 115 Revised Date : 14/02/2012

administrative proceedings as the case may be might materially affect the solvency of the Customer and/or the Security Party (if any) and might impair the Customer’s and/or the Security Party’s (if any) ability to perform the Customer’s and/or the Security Party’s (if any) respective obligations under the Transaction Documents and/or the Security Documents;

(e) Power and authorisations: that the Customer and/or the Security Party (if any)

has/have the full and absolute power, right and authority to execute the Transaction Documents and/or the Security Documents and that there is and shall be no person or party having priority over the Bank in respect of the Asset and/or the security provided to the Bank, save and except as the Bank may agree in writing in its absolute discretion;

(f) Payment of Outgoings: to pay all quit rents, rates, taxes, assessments 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 its asset and the Asset (if applicable);

(g) Financial Statements: the audited financial statements (including the income and

balance sheets) of the Customer for the financial year ended prior to the date of this Agreement have been prepared on a basis consistently applied in accordance with generally accepted accounting principles in Malaysia and gives 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 discloses or reserves against all the liabilities (actual or contingent) of the Customer as at such date and all material unrealised or anticipated losses from any commitment entered into by it and which existed on that date;

(h) Material change in financial condition: there has been no material adverse

change in the financial condition or operations of the Customer since the date of the Letter of Offer;

(i) No security: none of the assets, properties and rights of the Customer is affected

by any security interest 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;

(j) Information: all information furnished by the Customer in connection with the

Customer and to the best of its knowledge and belief, each Security Party (if any), do not contain any untrue statement or omit to state any fact the omission of which makes any statements made therein in the light of the circumstances under which they are made, misleading, and all expressions of expectation, intention, belief and opinion contained therein were honestly made on reasonable grounds after due and careful inquiry by the Customer and the Customer is not aware of any material facts or circumstances that have not been disclosed to the Bank

General Facility Agreement

GFA/BB/1_2009 16 of 115 Revised Date : 14/02/2012

which might, if disclosed, adversely affect the decision of a person considering whether or not to provide finance to the Customer;

(k) Disclosure: the Customer has fully disclosed in writing to the Bank all facts

relating to the Customer and/or the Security Party (if any) which the Customer knows or should reasonably know and which are material for disclosure to the Bank in the context of the Facilities;

(l) Asset: subject to the Transaction Documents and/or the Security Documents, it:

(i) is the legal and beneficial owner of the Asset (if applicable) and all its

assets; and (ii) on acquiring any property forming part of the security given by it, is the

legal and beneficial owner of that property, and no person other than the Bank holds or is entitled to hold an interest in the property mentioned in Section 3.01(l)(i) and (ii) other than under a Transaction Document and/or Security Document;

(m) Event of Default: no Event of Default has occurred and/or is continuing; (n) Dissolution: no step has been taken by the Customer, any Security Party (if any),

its/their shareholders nor have any legal proceedings been started or threatened for the dissolution of the Customer or any Security Party (if any) or for the appointment of a receiver, trustee or similar officer of the Customer or any Security Party (if any), its/their assets or any of them;

(o) No Immunity: the Customer and/or each Security Party (if any) is/are subject to

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

(p) Conduct of Business: the Customer is conducting its business and operations in

compliance with all applicable laws and regulations and all directives of governmental authorities having the force of law;

(q) Section 25 of IBA: none of the directors, shareholders, managers or agents of the

Customer is related to any director or officer or employee of the Bank currently either as a parent, spouse or child so as to result in the participation by the Bank in the Facilities contravening Section 25 of IBA and the Customer undertakes to advise the Bank immediately if any of the said relationship is established or discovered at any time;

General Facility Agreement

GFA/BB/1_2009 17 of 115 Revised Date : 14/02/2012

(r) Section 176 of the Companies Act: no step has been taken by the Customer or any Security Party (if any), its/their creditors or any of its/their shareholders or any other person in its/their behalf nor have any legal proceedings or applications been started or threatened under Section 176 of the Companies Act;

(s) Takaful: 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 insurer to avoid or reduce its liability under any of the Takaful and all Takaful 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 due have been paid;

(t) BMC Guidelines: that the Customer and/or any Security Party (if any) or the

Customer’s and/or any Security Party’s (if any) account is not listed under the Biro Maklumat Cek (BMC) guidelines or otherwise for that matter designated as “special” under such guidelines;

(u) Corporation: if the Customer and/or any of the other Security Party (if any)

is/are a corporation:

(i) the Customer and/or the other Security Party (if any) is/are duly incorporated under the relevant law;

(ii) all requisite corporate shareholders or other approvals for the execution of

the Transaction Documents and/or the Security Documents have been obtained;

(iii) the Customer and/or the Security Party (if any) is/are empowered to

execute the Transaction Documents and/or the Security Documents under their respective memorandum and articles of association of the Customer and/or the Security Party (if any);

(v) Exclusive Purpose: that the Facilities shall be exclusively applied towards the

Purpose stated in this Agreement and shall at all times be used for halal purposes and will not be used in any manner which is in contravention with the religion of Islam;

(w) Approval of the Shariah Committee: that the Customer understands that the

Facilities have been endorsed by the Shariah Committee appointed by the Bank and hereby agrees and undertakes that the approval is final, conclusive and binding upon the Customer; and

(x) other representations and warranties deemed necessary as advised by the

Solicitors.

General Facility Agreement

GFA/BB/1_2009 18 of 115 Revised Date : 14/02/2012

SECTION 3.02 TRUTH AND CORRECTNESS OF REPRESENTATIONS AND WARRANTIES

(a) The Customer acknowledges that the Bank has agreed to grant the Facilities to the

Customer on the basis of and in full reliance upon, the aforesaid representations and warranties, which will be correct and complied with in all material respects so long as the Transaction Documents and/or the Security Documents shall remain in force and each of the above representations and warranties will be correct and complied with in all material respects so long as the Facilities shall remain available.

(b) The truth and correctness of all the matters stated in the representations and

warranties under Section 3.01 above shall form the basis of the Bank’s commitment to make available or continue to make available the Facilities 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 have the right at its absolute discretion but subject to the Shariah requirement, to review, suspend, recall or terminate the Facilities or any part thereof.

SECTION 3.03 CONTINUING NATURE OF REPRESENTATIONS AND

WARRANTIES (a) The Customer shall be deemed to represent and warrant to the Bank each of the

dates on which it shall hereafter utilize the Facilities that:

(i) the representations and warranties (up-dated mutatis mutandis) contained in Section 3.01 hereof are true and accurate in all respects as if made on such date; and

(ii) no Event of Default contained in Section 9.01 or any statement contained

herein proves to be misleading or incorrect, it shall be deemed to have been made with the consent or connivance of or attributable to the neglect on the part of any director, manager or secretary or other similar officer of the Customer purporting to act in such capacity.

ARTICLE IV ASSET PURCHASE AGREEMENT AND ASSET SALE AGREEMENT

SECTION 4.01 EXECUTION OF ASSET PURCHASE AGREEMENT AND

ASSET SALE AGREEMENT FOR THE TRANSACTIONS UNDER THE CONCEPTS OF BAI’ BITHAMAN AJIL (BBA) AND BAI’ AL-‘INAH

General Facility Agreement

GFA/BB/1_2009 19 of 115 Revised Date : 14/02/2012

(a) In accordance with the concept of Bai’ Bithaman Ajil (BBA) and to give effect to the transactions under the Property Financing-i Facility, Term Financing-i Facility, Machinery, Equipment & Plant Financing-i Facility, Revolving Credit-i Facility or Cash Line-i Facility, as the case may be, the Bank and the Customer shall enter into the following agreements:-

(i) Asset Purchase Agreement as attached hereto as Part A of the Schedule 3

hereto whereby the Customer sells to the Bank and the Bank purchases from the Customer the Asset free from encumbrances but subject to those conditions and restrictions in interests expressed or implied pertaining to the Asset (if applicable) at the Bank’s Purchase Price which is equivalent to the financing amount to be paid on cash basis upon the terms and subject to the conditions therein contained.

(ii) Asset Sale Agreement as attached hereto as Part B of the Schedule 3

hereto whereby, the Bank sells to the Customer and the Customer purchases from the Bank the Asset free from encumbrances but subject to those conditions and restriction in interests expressed or implied pertaining to the Asset (if applicable) at the Bank’s Selling Price comprising of the financing amount plus the profit margin on a deferred payment basis upon the terms and conditions therein contained.

(b) In accordance with the concept of Bai’ Al-Inah and to give effect to the

transactions under the Revolving Credit-i Facility or Cash Line-i Facility, as the case may be, the Bank and the Customer shall enter into the following agreements:-

(i) Asset Sale Agreement as attached hereto as Part C of Schedule 3 hereto

whereby the Bank sells to the Customer and the Customer purchases from the Bank the Asset free from encumbrances but subject to those conditions and restrictions in interests expressed or implied pertaining to the Asset (if applicable) at the Bank’s Selling Price comprising of the financing amount plus the profit margin on a deferred payment basis upon the terms and conditions therein contained.

(ii) Asset Purchase Agreement as attached hereto as Part D of Schedule 3

hereto whereby the Customer sells to the Bank and the Bank purchases from the Customer the Asset free from encumbrances but subject to those conditions and restriction in interests expressed or implied pertaining to the Asset (if applicable) at the Bank’s Purchase Price which is equivalent to the financing amount to be paid on cash basis upon the terms and subject to the conditions therein contained.

ARTICLE V

General Facility Agreement

GFA/BB/1_2009 20 of 115 Revised Date : 14/02/2012

THE FACILITIES

SECTION 5.01 AGREEMENT FOR THE FACILITIES The Bank relying upon each of the representations and warranties set out in Section 3.01 hereof and the execution of the Transaction Documents (if applicable), hereby agrees with the Customer to make available to the Customer throughout the Tenure of the Facilities, the Facilities and permit disbursement thereon for the various Facilities granted herein upon the terms and conditions hereinafter appearing. SECTION 5.02 THE FACILITIES The Customer hereby further declares and confirms that the Facilities herein granted by the Bank shall be up to the aggregate principal sum or limits set out in Item 9 of the Schedule 1 hereto and the Facilities together with the various profit margin or commission also set out in the attached corresponding Schedule 2 to the corresponding Facilities hereto, shall be secured by the Security Documents. The Customer hereby further agrees that the General Conditions with respect to the Facilities or any one (1) of them shall be governed by the Schedule 2 hereto corresponding to the respective Facilities. SECTION 5.03 AVAILABILITY PERIOD The first disbursement of the Facilities shall be made available within three (3) months from the date of the Letter of Offer, failing which the Facilities shall be treated as terminated by the Bank at the Bank’s absolute discretion. In the event that the relevant Transaction Documents have been executed by both parties, any undisbursed portion of the Facilities after the Availability Period shall be treated as prepayment of the Indebtedness and/or the Bank’s Selling Price, unless an extension is granted by the Bank. SECTION 5.04 PURPOSE OF THE FACILITIES The proceeds of the Facilities shall be applied by the Customer for the Purpose. In the event the Customer requires or proposes or intends to use the proceeds of the Facilities for any other purpose, written consent from the Bank must first be obtained by the Customer. The Bank is not bound to ensure that the Customer utilises the Facilities for the Purpose. SECTION 5.05 UTILIZATION OF THE FACILITIES Any request for the utilization of the Facilities shall be in writing giving in accordance with the requirements as may be specified by the Bank generally in accordance with the Bank’s standard terms and conditions applicable to the Facilities and subject to the Bank

General Facility Agreement

GFA/BB/1_2009 21 of 115 Revised Date : 14/02/2012

being satisfied (and in this respect the Bank’s decision shall be conclusive) that there are no material changes affecting the Customer’s financial condition after the acceptance of the Facilities. Where applicable, the Facilities shall also be subject to the guidelines of BNM, AIBIM and/or other regulatory authority as such guidelines are revised from time to time. SECTION 5.06 VARIATION OF FACILITIES Notwithstanding any provision herein contained the parties herein hereby agree that the Bank may at any time hereafter at the request of the Customer or at the Bank’s absolute discretion and subject to Shariah principles convert, vary or substitute the Facilities or any part thereof into another banking facility or facilities Provided Always that the said facility or facilities are within the limit of the aggregate principal sum/limits of the Facilities as stated in Item 9 of the Schedule 1 hereto remaining available for disbursement or in credit and in any such event the securities, liabilities and obligations created by the Transaction Documents and the Security Documents shall continue to be valid and binding for all purposes whatsoever notwithstanding the change and/or variation aforesaid but subject to such variations as shall be made known by the Bank to the Customer. SECTION 5.07 BANK’S PURCHASE PRICE (IF APPLICABLE) The Bank shall disburse the Bank’s Purchase Price in the amount as specified in the General Conditions, where applicable, and the Asset Purchase Agreement. SECTION 5.08 BANK’S SELLING PRICE (IF APPLICABLE) (a) The Customer shall pay to the Bank the Bank’s Selling Price in the amount as

specified in the General Conditions, where applicable, and the Asset Sale Agreement.

(b) Without prejudice to the Bank’s rights in respect of the payment of the Bank’s

Selling Price, or other cost, charge, fee, expense or other moneys, any monies due and payable to the Bank or advanced by the Bank’s on the Customer’s behalf may at any time without notice be debited to any account as the Bank deems fit.

SECTION 5.09 PAYMENTS (a) The Bank’s Selling Price is payable as per the terms and conditions of the Asset

Sale Agreement to be entered into between the Bank and the Customer (if applicable).

General Facility Agreement

GFA/BB/1_2009 22 of 115 Revised Date : 14/02/2012

(b) The Indebtedness for the Facilities, other than the Bank’s Selling Price is payable as per the General Conditions.

(c) All payments to be made by the Customer for the account of the Bank, shall be

made in Ringgit Malaysia in immediately available funds not later than 11.00 am on the relevant day to the Bank’s account with BNM or such other bank and account as the Bank may have notified to the Customer.

(d) All payments by the Customer under this Agreement, whether in respect of

principal, profit, commission, 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:

(i) ensure that the deduction or withholding does not exceed the minimum

amount legally required;

(ii) 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 it had no such deduction or withholding been made;

(iii) pay to the relevant taxation or other authorities within the period for

payment permitted by the 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 Section);

(iv) furnish to the Bank, within the period for payment permitted by the

applicable law, either: (aa) an official receipt of the relevant taxation authorities in respect of

all amounts so deducted or withheld as aforesaid; and

(bb) if such receipt is 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;

(v) if the Customer shall default in the payment of the Indebtedness and/or the

Bank’s Selling Price and/or other moneys owed on the respective due dates, as the case may be, or any other moneys herein covenanted to be paid from time to time, the Customer shall pay to the Bank ta’widh (compensation) in accordance with section 12.23 hereof; and

(vi) if any payment would otherwise be due on a day which is not a Business

Day, it shall be due on the next succeeding Business Day or, if that

General Facility Agreement

GFA/BB/1_2009 23 of 115 Revised Date : 14/02/2012

Business Day falls in the following month, the preceding Business Day. SECTION 5.10 EARLY SETTLEMENT OF BANK’S SELLING PRICE (IF

APPLICABLE) (a) The Customer shall be given the right to make early settlement of the Bank’s

Selling Price by giving thirty (30) days prior written notice to the Bank. The amount payable shall be effected in accordance with the practice of the Bank as approved by the Bank’s Shariah Committee.

(b) Any early settlement notice once given pursuant to this Section 5.10 shall be

irrevocable and the Customer shall pay the amount as determined by the Bank in accordance with Section 5.10(a).

SECTION 5.10 IBRA’ (REBATE) (IF APPLICABLE) Subject to the provisions of Shariah law, the Bank may at its absolute discretion permit ibra’ (rebate) of such amount of the Bank’s Selling Price upon various circumstances and in accordance with various methods and formula adopted by the Bank. The Bank’s calculation of such ibra’ shall be treated as final and binding.

ARTICLE VI SECURITY

SECTION 6.01 SECURITY (IF APPLICABLE) As continuing security for the due performance and observance by the Customer of all the terms and conditions and stipulations to be performed and observed on the part of the Customer under the Transaction Documents: (a) if applicable, the Customer shall simultaneously with the execution of the

Transaction Documents execute in favour of and deliver to the Bank, in the event the individual document of title/separate strata title has been issued by the relevant authorities, the Charge (if applicable) in accordance with the provisions of the National Land Code in respect of the Asset (if applicable) and the Security Documents together with the relevant documents and/or document(s) of title thereto free from all encumbrances and caveats of any nature upon the terms and conditions contained therein as the Bank may require or the Deed of Assignment (if applicable):

(i) in the event that the individual document of title/separate strata title to the

Asset has not been issued by the relevant authorities, the Customer shall execute the Deed of Assignment in the form and substance acceptable to the Bank where the Customer absolutely assign to the Bank the Asset (if

General Facility Agreement

GFA/BB/1_2009 24 of 115 Revised Date : 14/02/2012

applicable) and the full and entire benefit of the Sale and Purchase Agreement together with all rights, title and interest of the Customer therein PROVIDED ALWAYS that notwithstanding the Deed of Assignment or any other provision of this Agreement, the Customer shall continue to observe and be bound by all whatsoever conditions, covenants and stipulations imposed therein on and to be performed by the Customer expressed and contained in the Sale and Purchase Agreement, as the case may be;

(ii) upon issuance of the individual document of title/separate strata title as the

case may be, to the Asset (if applicable), the Customer shall, at the Customer’ cost and expense immediately take a transfer of the Asset (if applicable) and execute the Charge in the Bank’s standard form or such variation thereof as the Bank may require to secure the payment of the Indebtedness and/or Bank’s Selling Price failing which the Bank shall be entitled to take such cause of action to protect the Bank’s interest and all costs and expenses including solicitors’ costs (on a solicitor and own client basis) in connection with the preparation, execution and registration of the Charge shall be borne and paid by the Customer;

(iii) in addition to the Deed of Assignment, the Customer shall also execute

and deliver or cause the execution and the delivery of the Power of Attorney to the Bank in the form and substance acceptable to the Bank where the Customer appoints the Bank or any persons authorised by the Bank for the time being as the attorney of the Customer upon the terms and subject to the conditions stipulated in the Power of Attorney; and/or

(b) the Customer shall execute and deliver in favour of the Bank or cause the Security

Party (if any) to execute and deliver in favour of the Bank, the Security Documents upon such terms and conditions contained therein respectively together with all the necessary documents as the Bank may require.

SECTION 6.02 OBLIGATIONS OF THE CUSTOMER (IF APPLICABLE) It is expressly agreed, however, that notwithstanding anything contained herein to the contrary, the Customer shall remain liable under the Sale and Purchase Agreement or other documents in respect of the Asset (if applicable) to observe and perform all of the conditions and obligations therein provided to be observed and performed by the Customer, and the Bank shall have no obligation or liability under the Sale and Purchase Agreement or other documents by reason of or arising out of the Transaction Documents and the Charge/Deed of Assignment (if applicable), nor shall the Bank be required or obligated in any manner to observe or perform any of the conditions or obligations of the Customer under or pursuant to the Sale and Purchase Agreement or other documents or to present or file any claim, or to take any other action to enforce the terms of the Sale and Purchase Agreement or other documents.

General Facility Agreement

GFA/BB/1_2009 25 of 115 Revised Date : 14/02/2012

SECTION 6.03 COVENANT TO PROVIDE FURTHER SECURITY (a) The Customer shall at the request of the Bank charges to, or deposit with the

Bank such documents of title to any or all immovable properties vested in the Customer for any tenure. Such charge or deposit may be by way of security to secure the Indebtedness and/or the Bank’s Selling Price.

(b) The Customer and/or the Security Party (if any) shall at all times and when

required by the Bank execute in favour of the Bank or as the Bank shall direct such further legal or other mortgages, charges, debentures, assignments, transfers, agreements or other assurances as the Bank shall require of and on all the Customer’s and/or Security Party’s (if any) rights, title and interest in any land or assets or business now belonging to or which may hereafter be acquired by or belonging to the Customer and/or the Security Party (if any) (including any vendor’s lien) and the benefit of all licences held in connection therewith to secure the Indebtedness and/or the Bank’s Selling Price and such mortgages, charges, assignments, transfers, agreements or other assurances to be prepared by or on behalf of the Bank at the cost of the Customer and to contain all such terms and conditions for the benefit of the Bank as the Bank may require or stipulate.

(c) The Customer and/or Security Party (if any) shall at any time if and when

required by the Bank to do so deposit with the Bank the document of title of any or all immovable properties vested in the Customer and/or Security Party (if any) for any tenure and all or any debentures, Shariah approved shares, Shariah approved stocks or other Shariah approved investments or Shariah approved securities registered in the name of the Customer and/or Security Party (if any) or otherwise belonging to the Customer and/or Security Party (if any). Such deposit may be by way of collateral security for the Indebtedness and/or the Bank’s Selling Price.

(d) The Bank shall have custody and possession of the issue document of title in

respect of the Asset (if applicable). SECTION 6.04 CONTINUING SECURITY The security created by the Transaction Documents is expressly intended to be and shall be a continuing security for all moneys whatsoever now or hereafter from time to time owing to the Bank by the Customer until the Indebtedness and/or the Bank’s Selling Price shall have been paid in full to the Bank 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 and notwithstanding that the account or accounts of the Customer with the Bank may from any cause whatsoever cease.

General Facility Agreement

GFA/BB/1_2009 26 of 115 Revised Date : 14/02/2012

SECTION 6.05 LIEN AND OTHER RIGHTS Nothing herein shall prejudice or affect the rights and remedies to which the Bank shall be entitled to against the Customer or the Bank to any other securities which the Bank may at any time or from time to time hold for or on account of the Indebtedness and/or the Bank’s Selling Price or shall anything herein prejudice or affect any bill, note, guarantee, charge or other security which the Bank may for the time being have or hold for the Indebtedness and/or the Bank’s Selling Price or any right or remedy of the Bank under such bill, note, guarantee, charge or other security.

ARTICLE VII CONDITIONS PRECEDENT AND OTHER AND SPECIFIC TERMS AND

CONDITIONS

SECTION 7.01 CONDITIONS PRECEDENT The following events are specified as conditions to the utilization/disbursement of the Facilities the Bank’s Purchase Price, as the case may be, or any part thereof and the continued availability of the Facilities the Bank’s Purchase Price, as the case may be, or any part thereof: (a) the Customer has submitted the Letter of Offer duly accepted by its Authorised

Signatories to the bank; (b) the Transaction Documents and the Security Documents (if any) have been duly

executed and have been stamped and registered with the High Court or presented for registration or filed at any relevant registry (where applicable);

(c) there have been no material alterations or changes in the constitution, condition,

business, or other affairs of the Customer which could or might adversely affect the decision of the Bank to continue the Facilities;

(d) the certified true copy of the Certificate of Incorporation, Memorandum and

Articles of Association of the Customer and of the Security Party (wherever applicable) are in such form and substance satisfactory to the Bank;

(e) the Bank shall have received the Supporting Documents and such other

documents as may be required by the Bank in form and substance satisfactory to it;

(f) the Bank shall have received (if applicable) a search report conducted at the

Companies Commission of Malaysia confirming that there is no existing debenture or other legal encumbrances over the Asset (if applicable) and the

General Facility Agreement

GFA/BB/1_2009 27 of 115 Revised Date : 14/02/2012

assets of the Customer except as disclosed to the Bank by the Customer (if applicable) and/or of any Security Party (if applicable);

(g) the Bank shall have received certified true copies of the latest Forms 24, 44 and

49 confirming the respective identities of the directors and shareholders of the Customer (if applicable) and/or the Security Party (if applicable);

(h) the Bank shall have received certified true copies of the Board of Directors of the

Customer authorising: (i) the acceptance of the Facilities;

(ii) the list of persons authorised to sign on behalf of the Customer all relevant documents relating to the Facilities and to operate the Facilities together with their full names, National Registration Identity Card numbers or passport numbers and specimen signatures authenticated by a director or secretary of the Customer;

(iii) the execution of the Transaction Documents and the Security Documents

(if applicable) by its Authorised Signatories or by affixing its common seal thereto in accordance with its articles of association; and

(iv) the execution of all other documents required to be executed pursuant to

the Transaction Documents and the Security Documents in form and substance acceptable to the Bank;

(i) the Bank shall have received such other documents, opinions, undertakings,

authorisations or assurances pertaining to the terms of the Transaction Documents and the Security Documents as the Bank may reasonably request;

(j) the Solicitors shall have received written confirmation from Jabatan Insolvensi

Malaysia’s Office confirming that no winding up order has been made against the Customer. Pending the result of such winding up search, the Customer has submitted to the Bank duly signed statutory declaration by two (2) of its directors confirming that the Customer is not wound up and there is no winding up petition pending in court against the Customer;

(k) the Solicitors shall have received written confirmation from Jabatan Insolvensi

Malaysia’s Office confirming that no bankruptcy action has been taken against any of the directors of the Customer. Pending the result of such bankruptcy searches, the Customer has submitted to the Bank duly signed statutory declaration by all of its directors confirming that each of them is not adjudged bankrupt and there is no bankruptcy petition pending in court against each of them; and

General Facility Agreement

GFA/BB/1_2009 28 of 115 Revised Date : 14/02/2012

(l) the Solicitors shall have issued a written confirmation confirming that the execution of relevant transaction documents by the Customer has been made in proper sequence in compliance with the requirement of the Shariah.

(m) the Customer shall have complied with and satisfied all Additional Conditions

Precedent (if any) stipulated in Item 14 of the Schedule 1 hereto to the satisfaction of the Bank.

Pending fulfillment in a manner satisfactory to the Bank of the conditions herein stipulated and such other conditions as the Bank may impose from time to time, unless otherwise waived by the Bank, the Bank may at its absolute discretion terminate the Facilities or suspend the disbursement of the Facilities/ the Bank’s Purchase Price, as the case may be, or part thereof. And the Customer hereby unconditionally and irrevocably authorises the Bank to pay the proceeds to such parties and in accordance with such undertakings which the Bank may give or to such parties as the Bank may in its absolute discretion deem expedient. All moneys so paid shall be deemed to form part of the Facilities the Bank’s Purchase Price, as the case may be, and the acknowledgment or receipt of such parties shall be deemed as if the same had been made or given by the Customer itself. SECTION 7.02 PERFORMANCE OF COVENANTS The obligation of the Bank to continue to make available the Facilities shall also be subject to the following conditions: (a) the Bank is satisfied that no event has occurred so as to render the Facilities to

become immediately withdrawn under the provisions of any of the Transaction Documents and the Security Documents;

(b) there is no default by the Customer and/or the Security Party or any one (1) of

them in the performance of any of the terms and conditions contained in any of the Transaction Documents and the Security Documents;

(c) no extraordinary circumstances, or change of law, or other governmental action,

have occurred and which occurrence makes it improbable (in the absolute opinion of the Bank) that the Customer and/or the Security Party or any of them will be able to observe and perform the covenants and obligations on their part to be performed under the Transaction Documents and the Security Documents; and

(d) no adverse change, howsoever brought about, has taken place in the financial

condition of the Customer and/or the Security Party or any of them and which, in the sole and absolute opinion of the Bank, may materially affect their ability to fulfill their obligations under the Transaction documents and the Security Documents then or in the future.

General Facility Agreement

GFA/BB/1_2009 29 of 115 Revised Date : 14/02/2012

SECTION 7.03 OTHER TERMS AND CONDITIONS (IF APPLICABLE) Notwithstanding the conditions precedent as set out in Section 7.01, this Agreement is subject to the fulfillment of the other terms and conditions as set out in Item 15 of the Schedule 1 hereto. SECTION 7.04 SPECIFIC TERMS AND CONDITIONS (IF APPLICABLE) Notwithstanding the Conditions Precedent as set out in Section 7.01 and other terms and conditions as set out in Section 7.03, this Agreement is also subject to the fulfillment of the specific terms and conditions as set out in Item 16 of the Schedule 1 hereto.

ARTICLE VIII COVENANTS

SECTION 8.01 POSITIVE COVENANTS Subject to the Shariah principles, the Customer hereby expressly covenants with the Bank that the Customer will and/or the Customer shall cause the Security Party (if any) at all times during the continuance of the Transaction Documents and the Security Documents and for so long as the Indebtedness and/or the Bank’s Selling Price remains outstanding and unpaid; (a) carry out and operate its business and affairs with due diligence and efficiency

and in accordance with sound financial and industrial standards and practices and in accordance with its memorandum and articles of association as amended from time to time;

(b) furnish to the Bank on demand such information in respect of its business,

operations, properties and assets, as the Bank may from time to time require;

(c) furnish to the Bank half yearly management account and other information regularly and promptly as the Bank may from time to time require on any factors materially affecting the Customer’s business and the operations and financial condition of the Customer including the Customer’s profit and loss account and in particular supply the Bank with a statement of all monies owing by the Customer in such form as the Bank may from time to time require;

(d) keep full particular account of the carrying on of its business or businesses and

cause the same to be properly posted up to date and furnish to the Bank not later than one hundred and eighty (180) days from the end of each financial year copies of complete financial statements of the Customer certified by an officer of the

General Facility Agreement

GFA/BB/1_2009 30 of 115 Revised Date : 14/02/2012

Customer in such form as the Bank may from time to time determine and further as soon as available but in any event within one hundred and eighty (180) days after the end of each financial year of the Customer, forward to the Bank two (2) copies of its balance sheet, profit and loss account and annual report duly audited and certified by a qualified independent auditor stating accurately, in accordance with generally accepted accounting standards, the financial condition of the Customer;

(e) maintain adequate records to reflect in accordance with consistently maintained sound accounting practices the operations and financial condition of the Customer and allow the Bank or its agents and servants to inspect all such records at any office or place of business of the Customer so far as such records relate to affect the Customer’s properties, assets and business and the Customer shall give to the Bank or any person duly authorised by the Bank to inspect such records as may be required by the Bank;

(f) punctually pay all rents and other outgoings payable in respect of all the premises

at which it is presently carrying on business and obtain all necessary licences and comply with all regulations relating to the carrying on of its business on such premises;

(g) appoint from time to time only such auditor or firm of auditors as shall be approved by the Bank and authorise such auditor or firm of auditors to supply the Bank with a certified true copy of any communication sent by the auditor to the Customer and further to communicate directly to the Bank at any time in respect of any matter connected with the account and operations of the Customer;

(h) obtain and comply with all governmental, corporate, creditors, or other necessary

licences, approval and consent for the financing hereunder, the carrying on of its business and the due observance and performance of all its obligations and covenants hereunder;

(i) punctually pay it’s the Indebtedness and/or the Bank’s Selling Price under the

Transaction Documents when due and owing; (j) perform all its other obligations under the Transaction Documents and the

Security Documents promptly and diligently;

(k) permit and/or procure the Bank or any person authorised by the Bank at all reasonable times to enter into any premises occupied by or owned by the Customer for the purpose of inspecting any properties, goods, stock, books of account, document of title or assets whatsoever hereby charged which may be upon the premises and of checking the same with list and of making lists and inventories thereof and if the Bank shall reasonably so desire have the same valued at the expenses of the Customer by a valuer appointed by the Bank;

General Facility Agreement

GFA/BB/1_2009 31 of 115 Revised Date : 14/02/2012

(l) comply with any directive of the Bank which may be issued from time to time; (m) notify the Bank of the occurrence of any Event of Default hereunder or any event

of default in relation to other indebtedness of the Customer or of any occurrence of which it becomes aware not later than three (3) Business Days, which in its reasonable opinion might adversely affect its ability to perform and fully comply with its obligations hereunder;

(n) maintain such insurance/ takaful in respect of its assets and business against all

risks (including third party risks and workmen’s compensation) which a prudent company carrying on a business similar to that of the Customer would normally insure and shall punctually pay all premiums/ contributions necessary for maintaining such insurance/takaful;

(o) promptly notify the Bank of any material event of adverse change in the condition

(financial or otherwise) of the Customer or any of the Customer’s related companies and of any litigation or other proceedings of any nature whatsoever being threatened or initiated against the Customer or any of the Customer’s related companies before any court, tribunal or administrative agency and/or authority which may materially affect the operations and/or financial condition of the Customer or any of the Customer’s related companies and all such notification to be given to the Bank not later than fourteen (14) days after the Customer has knowledge of the change or of the litigation or other proceedings or threat thereof and the amount of any contingent liability if such amount is ascertainable;

(p) utilise and apply the Facilities for the Purpose; (q) maintain and cause to be maintained in full force an active and satisfactory

account; (r) keep the Bank informed of any material development financially, structurally or

any other matters which may change the course of its normal business operation during the Tenure of the Facilities;

(s) prepare and furnish or cause to be furnished to the Bank yearly projected cash

flow statements, as and when required by the Bank; (t) pay the rates, taxes and all other charges whatsoever payable from time to time in

respect of the Asset as and when the same become due and payable. In default whereof it shall be lawful but not obligatory upon the Bank to pay the same or any part thereof and upon such payments by the Bank, all sums so paid shall be indemnified by the Customer (if applicable);

(u) from time to time upon request from the Bank, do or procure the doing of all such

acts and will execute or procure the execution of all such documents as the Bank may consider necessary or desirable for giving full effect to the Transaction

General Facility Agreement

GFA/BB/1_2009 32 of 115 Revised Date : 14/02/2012

Documents and the Security Documents or securing to the Bank the full benefits of all rights, powers and remedies conferred upon the Bank under the Transaction Documents and the Security Documents;

(v) keep the Asset in satisfactory repair and condition. In default whereof, it shall be

lawful for but not obligatory upon the Bank to carry out such repairs and if the Bank shall carry out such repairs, the costs and expenses thereof shall be indemnified by the Customer (if applicable);

(w) permit the Bank’s agents and workmen at all reasonable times of the day to have

access to the Asset and to view and inspect the condition of repairs thereof (if applicable);

(x) comply with and observe all the conditions and restrictions imposed upon,

relating to, or affecting the Asset or to which the Asset is subject as well as the provisions of any Act of Parliament, ordinance or enactment for the time being in force and of any rule or order or regulation made thereunder affecting the same (if applicable);

(y) shall produce a written disclaimer from the landlord of such premises where the

Asset is kept and placed that the landlord agrees not to treat the Asset as a fixture or fitting forming part of such premises (if applicable); and

(z) other positive covenants deemed necessary as advised by the Solicitors. SECTION 8.02 NEGATIVE COVENANTS Subject to the Shariah principles, the Customer hereby covenants with the Bank that at all times during the continuance in force of the Transaction Documents and the Security Documents and for so long as the Indebtedness and/or the Bank’s Selling Price remains outstanding and unpaid, it shall not without prior written consent of the Bank: (a) increase or in any way whatsoever alter the authorised or issued share capital of

the Customer whether by varying the amount, structure or value thereof or the rights attached thereto or convert any of its share capital into stock, or by consolidating, dividing or sub-dividing all or any of its shares;

(b) have any subsidiary or make or permit to exist a loan or lend or make advances to other subsidiary, to make investment in other companies or enterprises (all of substantial nature) or guarantee any person, enterprise or company (other than normal trade credit or trade guarantees or temporary loans to staff, customers, contractors, or suppliers in the ordinary course of business) PROVIDED THAT the Customer shall be at liberty to so utilise such funds of the Customer that is not immediately required for the Customer’s business;

General Facility Agreement

GFA/BB/1_2009 33 of 115 Revised Date : 14/02/2012

(c) add to, delete, vary or change the nature of its present business in any manner which would be materially inconsistent with the Shariah principle or change its financial year;

(d) terminate or seek to terminate, commit or threaten to commit a breach, amend or seek or grant any waiver in respect of any of the provisions of: (i) the Transaction Documents and the Security Documents; and/or (ii) any other agreements entered into in connection with, or in pursuance of

the Transaction Documents and the Security Documents; (e) change or cause to enter into any arrangement to change the shareholding of the

Customer and thereby cause a change in the corporate ownership of the Customer or change its existing management structure by entering into any management contract or similar arrangement whereby the Customer’s business operation is managed by any other party, firm or company;

(f) change its memorandum and articles of association;

(g) carry on any business other than its existing business and permit any change in the nature and scope of the business as specified in its memorandum and articles of association;

(h) grant any loans or make any advance to any of its directors or shareholders (unless in pursuance of the Customer’s scheme of service for its employees);

(i) 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 transaction whereby the Customer might pay more than the ordinary commercial price for any purchase or might receive less than the full ex-works commercial price (subject to normal trade discount) for its products;

(j) save and except in the ordinary course of business and on ordinary commercial terms and on the basis of arm’s length transaction, sell, transfer, encumber, lease or otherwise dispose of or in any case cease to exercise control over, whether by single transaction or a number of transaction, related or not, the whole or part of the Customer’s undertaking business or assets or undertake or permit any merger, consolidation or re-organisation;

(k) declare or pay any dividend or declare bonus issue or make any distribution (be it income or capital in nature) if there are monies due and payable under the Transaction Documents and remaining unpaid or if the Customer’s account with the Bank is not satisfactorily conducted;

General Facility Agreement

GFA/BB/1_2009 34 of 115 Revised Date : 14/02/2012

(l) enter into any partnership, profit-sharing or royalty agreement or other arrangement of whatsoever nature whereby the Customer’s income or profits are, or might be, shared with any other person, firm or company or enter into any management contract or other arrangement of whatsoever nature whereby the Customer’s business or operations are managed by any other person, firm or company;

(m) create or permit to arise or subsist or cause to be created or permitted to arise or

subsist any encumbrance over any of the assets of the Customer (save and except for the liens arising in the ordinary course of business or by operation of law which are not being enforced and which in the aggregate are not, in the opinion of the Bank, materially prejudicial to the Bank’s interest under the Transaction Documents and the Security Documents);

(n) incur, assume, guarantee or permit to exist any debt in particular, but without

limiting the generality of the foregoing, from other financial institutions, except: (i) the Facilities;

(ii) short-term debts, trade credits, suppliers’ credit or advances incurred or obtained in the ordinary course of business from non-financial institutions; for the purpose of this paragraph, a short-term debt is deemed to be any debt payable on demand or maturing by its terms within twelve (12) months after the date on which it is originally incurred;

(o) do or permit or cause to be done or permitted to occur any act, thing or event

whereby any insurances effected, may be or become avoided, vitiated, discharged or unenforceable;

(p) prepay or repay or cause to be prepaid or repaid to such of its directors and

shareholders’ advances or any portion thereof made by such directors and shareholders to the Customer;

(q) create or permit to exist any encumbrances on the Asset except the securities

provided under the Facilities pursuant to the provisions of the Transaction Documents and the Security Documents (if applicable);

(r) assign, transfer, sell or otherwise howsoever deal with the Customer’s rights, title

and interest in the Asset or any part thereof or any interest therein (if applicable); (s) lease, let out, or grant any licence or otherwise howsoever part with the

possession of the Asset to any person, firm or company (if applicable); and (t) other restrictive covenants deemed necessary as advised by the Solicitors.

General Facility Agreement

GFA/BB/1_2009 35 of 115 Revised Date : 14/02/2012

ARTICLE IX REMEDIES OF THE BANK

SECTION 9.01 EVENTS OF DEFAULT The Bank may by written notice to the Customer declare that the Facilities be cancelled and declare the Indebtedness and/or the Bank’s Selling Price together with any other sum then payable by the Customer under the Transaction Documents and the Security Documents to be immediately due and payable and thereupon the same shall become so payable to the Bank if any of the following events occurs: (a) Non-payment: the Customer and/or any Security Party (if any) fails to make

payment of the monies owing to the Bank under the Transaction Documents and the Security Documents on the due date or on demand, if so payable;

(b) Default in payment: the Customer and/or any Security Party (if any) shall make

default in the payment on due dates of any one or more of the instalments or other sums or monies herein agreed or covenanted by the Customer and/or any Security Party (if any) to be paid;

(c) Non-performance: the Customer and/or any Security Party (if any) fails to

observe or perform any of the agreements, covenants, stipulations, terms and conditions on the part of the Customer and/or any Security Party (if any) under the Transaction Documents and the Security Documents;

(d) Composition winding up: the Customer and/or any Security Party (if any)

commits any act of bankruptcy or if a body corporate convenes a meeting of its creditors or proposes or makes any arrangement or composition with, or any assignment for the benefit of, its creditors or a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for making an administration order against or for winding up, dissolution or liquidation of the Customer and/or such Security Party (if any) or a petition for winding up is presented against the Customer and/or such Security Party (if any) (other than for the purposes of and followed by a reconstruction previously approved in writing by the Bank, unless during or following such reconstruction the Customer and/or such Security Party (if any) becomes or is declared to be insolvent);

(e) Jeopardy: the Bank decides in its sole discretion that the continuation of the grant

of the Facilities or any part thereof would be likely to be detrimental to its own position or otherwise undesirable or that its security hereunder is inadequate or in jeopardy or that any event or events has/have occurred or a situation exists which could or might prejudice the Customer’s and/or any of the other Security Party’s ability to perform its and/or any of the other Security Party’s obligation(s) hereunder in accordance with the terms hereof, or any of the Transaction Documents and the Security Documents as the case may be;

General Facility Agreement

GFA/BB/1_2009 36 of 115 Revised Date : 14/02/2012

(f) Bankruptcy: in the case any Security Party (if any) who is/are individual(s), any

step is taken for the bankruptcy of the Security Party’s or a petition for bankruptcy is presented against such Security Party and such Security Party commits any act of bankruptcy;

(g) Change in financial position: any change in the financial position of the

Customer and/or any Security Party (if any) which in the opinion of the Bank will materially and adversely affect the ability of the Customer to perform any of its obligations under the Transaction Documents and the Security Documents or such Security Party to perform any of its obligations under any of the Security Documents;

(h) Event or events: any event or events has or have occurred or a situation exists

which could or might, in the opinion of the Bank, prejudice the ability of the Customer and/or any Security Party (if any) to perform any of its/their respective obligations under any of the Transaction Documents and the Security Documents in accordance with the terms hereof or thereof;

(i) Cessation of business: the Customer and/or any of the Security Party (in the case where they are body corporate) changes or threatened to change the nature or scope of its/their business, suspends or threatens to suspend a substantial part of the present business operations which it/they now conducts directly or indirectly, or any governmental authority expropriates or threatened to expropriate all or part of its/their assets or if there is any change in the major shareholders and/or management of the Customer and the result of any of the foregoing is, in the determination of the Bank, materially and adversely to affect its/their financial condition or its/their ability to observe or perform its/their obligations under any of the Transaction Documents and the Security Documents;

(j) Unlawfulness: it is or will become unlawful by the laws of Malaysia or by the

laws of any applicable jurisdiction for the Customer and/or any Security Party (if any) to perform or comply with any one or more of their respective obligations under the Transaction Documents and the Security Documents or makes it impossible or unlawful for the Bank to continue making available the Facilities and/or the Bank’s Purchase Price, as the case may be, or any part thereof to the Customer or the receipt by the Bank of the Indebtedness and/or the Bank’s Selling Price or any part thereof;

(k) Nationalisation: all or a material part of the assets of the Customer and/or any

Security Party (if any) shall be condemned, seized or otherwise appropriated for more than sixty (60) days, or custody or remain unremedied for more than sixty (60) days, or custody or control of such property or assets shall be assumed and retained for more than sixty (60) days by any person acting or purporting to act under the authority of the government, or the Customer and/or any Security Party shall have been prevented for a period of more than sixty (60) days from

General Facility Agreement

GFA/BB/1_2009 37 of 115 Revised Date : 14/02/2012

exercising normal managerial control over all or any substantial part of its or their property or assets by any such person;

(l) 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 part of the business or assets of the Customer and/or any Security Party (if any) or distress or any form of execution is levied or enforced upon or sued out against any such 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 its/their assets becomes enforceable;

(m) Indebtedness due: any debt, guarantee or other obligation whatsoever

constituting indebtedness of the Customer and/or the Security Party (if any) becomes due prior to its scheduled maturity (by demand acceleration or otherwise) or such indebtedness shall not be paid at the maturity thereof or within any grace period allowed for payment thereof or if the Customer and/or the Security Party is otherwise in breach of or default under any agreement, deed or mortgage pursuant to which such indebtedness was created, incurred or assumed;

(n) Judgment outstanding: the Customer and/or the Security Party (if any) shall fail

to satisfy any judgment passed or order given against the Customer and/or the Security Party by any court of competent jurisdiction and no appeal against such judgment or order is pending in any appropriate appellate court;

(o) Revocation of authorisations: any authorisation exemption or undertaking

referred to in the Transaction Documents and the Security Documents shall be revoked terminated restricted or modified in a manner unacceptable to the Bank or an event or events shall have occurred which in the opinion of the Bank (which opinion shall be conclusive and binding on the Customer) makes it improbable that the Customer and/or the Security Party (if any) will be able to perform or indicates that the Customer and/or the Security Party (if any) is unwilling to perform its obligation under the Transaction Documents and the Security Documents; or

(p) Misrepresentation: any representation or warranty or statement made (or

acknowledged in writing to have been made) by the Customer and/or any Security Party (if any) in connection with the delivery of the Transaction Documents and Security Documents or any request for utilization for Facilities and/or the Bank’s Purchase Price, as the case may be, proves to be incorrect in any material respect, 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 and written notice thereof is given to the Customer and/or Security Party (if any) by the Bank requiring the remedy thereof, and the subsequent failure by the Customer and/or Security Party (if any) to remedy the same within the period stipulated thereunder; or

General Facility Agreement

GFA/BB/1_2009 38 of 115 Revised Date : 14/02/2012

(q) Cross Default: Any Indebtedness of the Customer and/or indebtedness of the Customer’s related and or associated companies and/or any of the Security Parties and/or any of the guarantors (collectively, “Obligors “) to the Bank or any third party from time to time or at any time becomes due or if any of the Obligors may be or become liable to the Bank or any third party anywhere on any banking financing, loan or any other account current or otherwise or in any other manner whatsoever including but not limited to liability of any of the Obligors as sureties or guarantors or if default is made in relation to any provisions of the account(s).

SECTION 9.02 DEATH OR INCAPACITY The Customer hereby expressly agrees that if any of the Security Party (if any) who is/are individual(s) die or becomes incapacitated or of unsound mind or serves any custodial sentence or terminates or threatens to terminate his obligations under the Security Documents, the Bank shall have the right to review the Facilities. SECTION 9.03 RIGHT OF BANK ON CUSTOMER’S DEFAULT (a) If the Customer shall commit a default pursuant to Section 9.01 or if any of the

events stipulated in Section 9.01 hereof shall happen and which if capable of remedy is not remedied within a period of seven (7) days from the date of notice by the Bank requesting remedy of the same, or is not remedied within the time specifically stipulated therefore (if any) in respect of the event in question, the Facilities, the Indebtedness or Bank’s Selling Price, as the case may be, and all other sums payable under the Transaction Documents and the Security Documents shall become and be deemed to be, notwithstanding anything contained herein to the contrary, forthwith due and payable and whereupon the Bank shall be entitled without further notice to the Customer to institute such proceedings and take such steps (including any proceedings for the realisation of its security under any of the Security Documents) as it may think fit to enforce payment of all amounts due and payable pursuant to the Transaction Documents and the Security Documents.

(b) Notwithstanding anything contained in the Security Documents, the Bank is free

to exercise such rights as it may possess in the Security Documents against the respective parties regardless of whether the Facilities have been terminated or not and such exercise may be for the purpose of remedying the breach in question.

AND the Customer hereby expressly agrees, covenants and undertakes to do and execute all acts, deeds, instruments and things which the Bank may require or stipulate for the purposes of effecting and or completing anything and or any transaction mentioned in this Section.

General Facility Agreement

GFA/BB/1_2009 39 of 115 Revised Date : 14/02/2012

SECTION 9.04 PROCEEDS OF SALE All moneys received by the Bank from any proceeding instituted or step taken under any of the Transaction Documents and the Security Documents shall, subject to statutory priorities (if any), be applied by the Bank: FIRSTLY in payment of all costs, charges and expenses incurred and

payments made by the Bank under the provisions of all or any of the Transaction Documents and the Security Documents.

SECONDLY in or towards payment to the Bank of all profit or commission, as

the case may be, then accrued and remaining unpaid in respect of the Facilities, or the balance thereof for the time being owing.

THIRDLY in or towards payment to the Bank of the principal sum due and

remaining unpaid under the Facilities. FOURTHLY in or towards payment to the Bank of the Indebtedness including

all other moneys due and remaining unpaid under any or all of the Transaction Documents and the Security Documents.

FIFTHLY any surplus shall be paid to such persons entitled thereto. PROVIDED ALWAYS THAT if the Bank shall be of the opinion that the security may prove deficient payments may be made to the Bank on account of principal before profit or commission, as the case may be, 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. SECTION 9.05 DEFICIENCY IN PROCEEDS OF SALE If the amount recovered or realised under the Transaction Documents and/or any of 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 due to the Bank under the Transaction Documents and/or the Security Documents and whether in the process of such recovery or realisation the Bank has purchased any of the properties and assets charged to the Bank or otherwise, the Customer shall pay to the Bank the difference between the amount due and the amount so realised and until payment will also pay ta’widh (compensation) on such balance at the rate provided in Section 12.23 herein. SECTION 9.06 DAMAGES

General Facility Agreement

GFA/BB/1_2009 40 of 115 Revised Date : 14/02/2012

In addition and without prejudice to the power, rights and remedies by these presents conferred, the Customer shall indemnify the Bank against any loss or expenses (including legal expenses on a solicitor and client and on a full indemnity basis) which the Bank may sustain or incur as a consequence of any default in payment by the Customer of any sum due under the Transaction Documents. SECTION 9.07 RIGHT OF SET-OFF Following an Event of Default the Bank shall at any time and from time to time at its absolute discretion be entitled to withhold, combine, consolidate or merge all or any of the Customer’s and Obligors’ accounts with any of the Customer or Obligors’ liabilities to the Bank and may set-off or transfer any sum standing to the credit of any such accounts in or towards the satisfaction of the Indebtedness of the Customer and/or indebtedness of the Obligors including any of the Customer’s liabilities to the Bank under the Transaction Documents and the Security Documents, and may do so notwithstanding that the balances on such accounts and the liabilities may not be expressed in the same currency and the Bank is hereby authorised to effect any necessary conversions at the Bank’s own rate of exchange then prevailing.

ARTICLE X TAKAFUL

(IF APPLICABLE)

SECTION 10.01 TAKAFUL ON ASSET (IF APPLICABLE) The Customer shall always cause to keep insured the Asset in the name of the Customer and/or the Security Party (if applicable) against loss or damage by fire, lightning, tempest, flood, riot, civil commotion, strike, malicious acts, natural disasters and against such other risks as the Bank may from time to time think expedient and keep the same so insured throughout the duration of the Transaction Documents and the Security Documents to its full insurable value to the satisfaction of the Bank. In the event the Customer fails or fails to cause the Security Party (if applicable) to take up the Takaful pursuant to this Section herein, the Bank may do so on behalf of the Customer or on behalf of any Security Party (if applicable) and the Customer shall reimburse the Bank for any costs and expenses incurred by the Bank in effecting such Takaful on behalf of the Customer or on behalf of any Security Party (if applicable). The Takaful to be taken by the Customer shall include that Takaful as mentioned under Section 21 of Schedule 1 hereto (if applicable). SECTION 10.02 RESTRICTIONS AGAINST ADDITIONAL TAKAFUL

General Facility Agreement

GFA/BB/1_2009 41 of 115 Revised Date : 14/02/2012

The Customer shall not except at the request or with the consent in writing of the Bank effect or cause to effect or keep on foot any Takaful against any risk in respect of the Asset, which the Bank has effected or has kept on foot such Takaful. SECTION 10.03 TERMS AND FORM OF TAKAFUL Takaful policies taken out or effected under this Agreement shall be generally in form and upon terms acceptable to the Bank and, without limitation, shall be subject to the following: (a) Policy Holder All Takaful shall be taken out in the name of the Customer and/or Security Party (if applicable) and shall be expressly and specifically assigned to and for the benefit of the Bank. (b) Takaful Operators and Terms The Customer shall place or cause to be placed Takaful policies in Takaful operators under the Bank’s panel. All Takaful policies shall be valued policies and shall provide that they are payable in Malaysian Ringgit. (c) Notice of Lapse Each policy shall provide that it may not lapse, be terminated, cancelled or materially modified without fourteen (14) days’ prior notice to the Bank. (d) Notice of Cancellation The Customer covenants that it shall cause the relevant Takaful operators to include the following notice of cancellation or a substantially similar notice of cancellation acceptable to the Bank in each Takaful policy taken out: “Underwriters (Takaful operators) agree that the Bank shall be given at least fourteen (14) days’ prior telegraphic notice of cancellation, alteration, termination or expiry of this policy or any failure by the Customer to pay contributions as and when due. The Bank shall have no obligation whatsoever to pay any contributions or costs but shall have the right to do so in the event of non-payment by the Customer. Underwriters (Takaful operators) shall promptly advise the Bank of any act or omission of which the Underwriters (Takaful operators) are aware that might void this policy or make the same invalid or unenforceable in whole or in part.” (e) Mortgagee Clause

General Facility Agreement

GFA/BB/1_2009 42 of 115 Revised Date : 14/02/2012

The Customer covenants that it shall cause the relevant Takaful operators to include the following loss payable clause or a substantially similar loss payable clause acceptable to the Bank in each Takaful policy taken out: “This Takaful and the benefits thereof, including all claims of whatsoever nature in respect of the Asset and each and every right hereunder have been assigned to CIMB ISLAMIC BANK BERHAD”. SECTION 10.04 ASSIGNMENT OF TAKAFUL The Customer hereby assigns or shall cause to assign to the Bank all the Customer’s and/or the Security Party’s (if applicable) rights, title and interest in, to and under all Takaful policies including all proceeds and all the benefits thereof and all claims of whatsoever nature thereunder and the rights under such Takaful policies. SECTION 10.05 EVIDENCE OF TAKAFUL On the date of execution of the Transaction Documents, the Customer shall furnish the Bank with the originals of all Takaful policies assigned hereunder and all binders and certified copies of cover notes or other written evidence satisfactory to the Bank showing that the required Takaful of each type has been placed. No change shall be made in any Takaful policy without the Bank’s prior written consent. The Customer shall promptly furnish the Bank with the duplicate of all Takaful policies assigned hereunder, cover notes and certificates and renewals thereof. SECTION 10.06 BANK’S RIGHT TO COLLECT PROCEEDS AND INSURE The Bank is hereby authorised but not required, in its own name or in the name of the Customer and/or the Security Party (if applicable) to demand, collect, give receipts for and prosecute all necessary actions in the courts to recover any and all Takaful moneys that may become due and payable under the Takaful policies. If the Customer at any time fails to pay or cause to be paid when due any Takaful contributions, calls or other costs related to obtaining or maintaining the Takaful required hereunder, to obtain any required Takaful or to deliver to the Bank all policies, certificates, contracts of Takaful, binders and cover notes and all renewals thereof as required by the provisions of this Agreement, the Bank may, but is not required to, procure such Takaful or pay unpaid contributions, or both, and other costs. All expenditure incurred thereby shall be for the account of the Customer. SECTION 10.07 COMPLIANCE WITH TAKAFUL TERMS, LAWS,

REGULATIONS, ETC

General Facility Agreement

GFA/BB/1_2009 43 of 115 Revised Date : 14/02/2012

The Customer shall not do any act, allow or permit any act to be done (whether by omission or commission), whereby the Takaful policies may become void or voidable, or may become a ground of repudiation by the Takaful operators or allow the Asset to be used in any manner not permitted under the Takaful policies. SECTION 10.08 APPLICATION OF TAKAFUL MONIES The Bank may require any money received on any Takaful relating to the Asset whether effected by the Bank or by the Customer to be applied in or towards making good the loss or damage in respect of which the money is received or receivable or in or towards the discharge of any principal money and profit/commission or any other moneys secured hereby and the Customer shall hold any money received on such Takaful in trust for the Bank and the Bank may receive and give a good discharge for any such moneys. SECTION 10.09 WORKMEN’S COMPENSATION TAKAFUL The Customer (if applicable) shall take out and maintain for such amount and with such Takaful operators under the Bank’s panel a policy of Takaful in respect of Workmen’s Compensation for all employees, if any, of the Customer and/or alternatively comply with any law for the time being relating to the establishment of social security schemes or benefits for employees.

ARTICLE XI INDEMNITY

SECTION 11.01 INDEMNITY The Customer shall at all times hereinafter indemnify and keep the Bank indemnified without prejudice to any of its other rights under the Transaction Documents and the Security Documents from and against any expenses, loss, damage or liability (as to the amount of which the Bank’s certificate shall, in the absence of manifest error, be conclusive) which the Bank may incur or sustain as the consequence of the occurrence of: (i) any event constituting an Event of Default; or (ii) any failure to utilise the Facilities in accordance with this Agreement; or

(iii) any default in payment by the Customer of any sum under the Transaction

Documents and Security Documents when due.

Without prejudice to its generality, the foregoing indemnity shall extend to any loss or expense sustained or incurred including any fees and other sums whatsoever paid or

General Facility Agreement

GFA/BB/1_2009 44 of 115 Revised Date : 14/02/2012

payable in maintaining or funding the Facilities or any part or parts thereof or in liquidating or employing deposits from third parties required to effect or maintain the Facilities or any part or parts thereof. Where applicable, the Customer shall also indemnify and hold the Bank harmless against all losses, damages, claims, proceedings, demands, actions, penalties and expenses (including legal costs on a solicitor and client basis) that may be brought at any time by the vendor/supplier/third parties including but not limited to all claims for late payment, such delay caused by any reason whatsoever and the Customer shall promptly upon a demand being made by the Bank pay to the Bank all amounts incurred by the Bank. Payment pursuant to the Customer’s obligations under this Section 11.01 shall be made on demand. The provision of this Section 11.01 shall continue notwithstanding the completion of the underlying transaction for the Facilities (if any) between the Customer and the Bank and shall survive the termination of the Transaction Documents.

ARTICLE XII

MISCELLANEOUS

SECTION 12.01 TIME Time shall be of the essence of the Transaction Documents and the Security Documents but no failure or delay on the part of the Bank in exercising nor any omission to exercise any right, power, privilege or remedy accruing to the Bank under the Transaction Documents or any of the Security Documents shall impair any such right, power, privilege, or remedy or be construed as a waiver thereof or an acquiescence in such default; nor shall any action by the Bank in respect of any default or any acquiescence in any such default, affect or impair any right, power, privilege or remedy of the Bank in respect of any other or subsequent default. SECTION 12.02 RECONSTRUCTION OF THE BANK OR THE CUSTOMER The security, liabilities and obligations created by the Transaction Documents shall continue to be valid and binding for all purposes whatsoever notwithstanding any change by amalgamation, reconstruction, or otherwise, which may be made in the constitution of the Bank and similarly the security, liabilities and obligations created by the Transaction Documents and the Security Documents shall continue to be valid and binding for all purposes whatsoever notwithstanding any change by amalgamation, reconstruction or otherwise howsoever in the constitution of the Customer or any Security Party and it is expressly declared that no change whatsoever in relation to or affecting the Customer or any Security Party shall in any way affect the security, liabilities and obligations created hereunder in relation to any transaction whatsoever whether past present or future.

General Facility Agreement

GFA/BB/1_2009 45 of 115 Revised Date : 14/02/2012

SECTION 12.03 STAMP DUTIES The Customer shall, upon notice from the Bank, pay all stamp duties, fees or other charges payable on or incidental to the execution, issue, delivery and registration of all and any of the Transaction Documents and the Security Documents and any document related thereto (including fines and penalties) and shall reimburse the Bank for such duties, fees or other charges paid or incurred by the Bank. SECTION 12.04 MODIFICATION AND INDULGENCE (IF APPLICABLE) The Bank may at any time and without in any way affecting the security hereby created:

(a) determine, vary reduce or increase any credit or other facility granted to the Customer, modify or restructure or alter the nature of the Facilities and may open or continue any account or accounts (or both) with the Customer at any branch or branches of the Bank;

(b) grant to the Customer, or any of the Security Party, or all, or any of them, any

time or indulgence or waiver or consent or release;

(c) deal with, exchange, release or modify or abstain from perfecting or enforcing any security or other guarantee or right it may now or at any time hereafter or from time to time have from or against the Customer or any other person;

(d) compound with the Customer or any Security Party or any other person. SECTION 12.05 COSTS AND FEES The Customer shall be liable to pay all fees including the processing fees and expenses in connection with or incidental to the Transaction Documents and the Security Documents including the Bank’s solicitors’ fee (on a solicitor and client basis) in connection with the preparation and execution of Transaction Documents, the Security Documents and the documents related thereto. If the Indebtedness and/or the Bank’s Selling Price or any part thereof shall be required to be recovered through any process of law, or if the said money or any part thereof shall be placed in the hands of solicitors for collection, the Customer shall pay (in addition to the moneys then due and payable hereunder) the Bank’s solicitors’ fees (on a solicitor and client basis) and any other fees and expenses incurred in respect of such collection. SECTION 12.06 CUMULATIVE REMEDIES

General Facility Agreement

GFA/BB/1_2009 46 of 115 Revised Date : 14/02/2012

The remedies provided herein are cumulative and are not exclusive of any other remedies provided by law. SECTION 12.07 SEVERABILITY Any term, condition, stipulation, provision, covenant or undertaking contained in the Transaction Documents and the Security Documents which is illegal, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, voidness, prohibition or unenforceability without invalidating the remaining provisions under the Transaction Documents and the Security Documents and any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void or unenforceable any such term, condition, stipulation, provision, covenant or undertaking in any other jurisdiction. SECTION 12.08 DEBIT TO ACCOUNT The Customer agrees that without prejudice to any other rights and remedies of the Bank, the Bank shall have the right (without being obliged to) at any time without prior notice to debit the Customer’s Current Account-i or other account or accounts with the Bank. SECTION 12.09 SUSPENSE ACCOUNT Any money received hereunder may be placed and kept to the credit of a suspense account for so long as the Bank thinks fit without any obligation in the meantime to apply the same or any part thereof in or towards discharge of any money or liability due or incurred by the Customer to the Bank. Notwithstanding any such payment, in the event of 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 money and liability in the same manner as if this security had not been created. SECTION 12.10 DISCLOSURE ON INFORMATION The Bank may at any time, disclose to any person who may in the Bank’s absolute discretion, require such information or access thereof any documents or records of, or information about the Transaction Documents and the Security Documents (if any) and/or the Asset (if applicable), business or affairs of the Customer and/or the Security Party (if any) whether or not confidential and whether or not the disclosure would be in breach of any law or of any duty owed to the Customer and/or the Security Party provided that in respect of documents, records or information which the Customer and/or the Security Party has informed the Bank to be confidential, the person receiving such

General Facility Agreement

GFA/BB/1_2009 47 of 115 Revised Date : 14/02/2012

information from the Bank may be required to undertake to maintain the confidentiality of documents, records or information received, whether past, present or future. The Customer expressly covenants with the Bank that during the continuance of the Facilities, it will permit and consent the Bank to give information concerning the Facilities to the following:

(i) Central Credit Bureau, BNM:

(ii) to its auditors, legal counsel and other professional advisers; (iii) to any persons who gives any security under the Facilities;

(iv) to Biro Maklumat Cek;

(v) to the companies within Bumiputra-Commerce Holdings Berhad’s group of

companies; (vi) pursuant to any subpoena or other legal provisions or in connection with any legal

action, suit or proceeding relating to the Facilities or security; and

(vii) pursuant to any law.

The Bank may disclose to any person who derives or may derive rights or obligation under or by reference to the Transaction Documents and the Security Documents (including but not limited to an assignee or transferee or prospective assignee or transferee) such information about the Customer in relation to the Facilities or the Transaction Documents and the Security Documents as shall have been made available to the Bank generally.

The Customer hereby acknowledges and agrees that the permission given under this Section 12.10 is deemed to be the permission given for the purposes of Section 34(3) of IBA and that no further consent from the Customer is required for the purposes of Section 34(3) of IBA. SECTION 12.11 CROSS DISCLOSURE OF PARTICULARS The Customer hereby expressly consents to the disclosure information on the Customer’s business including its account and/or future accounts with the Bank to the subsidiaries of the Bank and/or to the other subsidiaries within Bumiputra-Commerce Holdings Berhad’s group of companies. SECTION 12.12 CONSOLIDATION

General Facility Agreement

GFA/BB/1_2009 48 of 115 Revised Date : 14/02/2012

It is hereby expressly agreed and declared that unless the Bank otherwise agrees, the Customer shall not be entitled to redeem or the release or discharge of any security given by the Customer to the Bank hereunder whether given now or hereafter except on payment by the Customer of not only all moneys referred to herein but also all moneys whatsoever and howsoever owing or payable or due from the Customer to the Bank under any other account or otherwise with the Bank and whether as principal or surety or which the Customer may be or become liable to the Bank anywhere or in any manner or under any account whatsoever whether or not given upon or under any security or collateral whatsoever or otherwise.. The Bank shall have the right to withhold, combine, consolidate and/or merge any or all accounts of the Customer and the Obligors , with any liabilities to the Bank, with such right to be exercised at the Bank's absolute discretion and it is hereby expressly agreed and declared that unless the Bank otherwise agrees the obligations of the Customer under this Agreement shall not be satisfied except on payment by the Customer of not only the monies hereby secured but also all monies secured by any security created by the Customer and/or the security party in favour of or vested in the Bank SECTION 12.13 STATEMENT BY BANK EVIDENCING INDEBTEDNESS For all purposes including any legal proceedings, a certificate signed by any one of the Bank’s officers or by its solicitors as to the moneys properly incurred or liabilities for the time being due or owing from the Customer to the Bank shall be accepted by the Customer as conclusive evidence that the amount thereby appearing is due or owing to the Bank as aforesaid and shall not be questioned on any account whatsoever. SECTION 12.14 EFFECTIVE DATE The parties hereto agree that this Agreement shall come into force on the date as stated in Item 1 of the Schedule 1 hereto. SECTION 12.15 CONTEMPORANEITY The Customer unconditionally confirms and declares that the promises contained herein have been made and given contemporaneously with, and in exchange for, the promise of the Bank to grant the Facilities to the Customer. SECTION 12.16 SECTION 25 OF IBA The consent of the Bank to this Agreement including the consent of the Bank to make, or continuing to make available, the Facilities is conditional upon, and subject at all times to, the representation of the Customer that the restrictions contained in Section 25 of the IBA are not applicable. If at any time during the currency of this Agreement the Bank

General Facility Agreement

GFA/BB/1_2009 49 of 115 Revised Date : 14/02/2012

discovers that there had been an infringement of Section 25 of the IBA, or that the continued performance of this Agreement will be in violation of Section 25 of the IBA, the Bank is entitled forthwith to exercise all of its rights contained in Section 9.03. SECTION 12.17 CONCURRENT ACTION Notwithstanding any provision hereof, it is hereby expressly agreed that upon default or breach by the Customer of any term, 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 all or any of the remedies available whether by the Transaction Documents or the Security Documents or by statute or otherwise and shall be entitled to exercise such remedies concurrently, including pursuing all remedies of sale or possession pursuant to Transaction Documents and the Security Documents and civil suit to recover all moneys due and owing to the Bank. SECTION 12.18 VALUATION OF ASSET The Bank hereto expressly reserves the right to value the Asset (if applicable) and any other immovable property charged or assigned to the Bank at such intervals as the Bank may in its absolute discretion deem fit and all costs and expenses in relation thereto shall be for the account of the Customer. SECTION 12.19 EXTENT OF AGREEMENT This Agreement binds the successors-in-title of the parties hereto. SECTION 12.20 TRANSFER OF SECURITY (a) The Bank may at any time transfer or assign all or any part of its rights, benefits

and obligations under the Transaction Documents and/or the Security Documents by assigning to any other person(s) all or any part of the Bank’s rights and benefits under this Transaction Documents and/or the Security Documents by notice to the Customer and the Bank may disclose to such potential assignee such information about the Customer and its financial condition as shall have been made available to the Bank generally.

General Facility Agreement

GFA/BB/1_2009 50 of 115 Revised Date : 14/02/2012

(b) All costs and expenses of the Bank and of the transferee of an incidental to such transfer shall be payable by the Customer and any statement or recital in the documents of transfer of the amount then due to the Bank under and by virtue of this Agreement shall be prima facie evidence that such amount is in fact due and shall be conclusive and binding on the Customer.

(c) The Customer shall not assign any of its rights or obligations under the

Transaction Documents and/or the Security Documents. SECTION 12.21 LETTER OF OFFER The Letter of Offer, which has been duly accepted by the Customer shall form part of this Agreement. In the event of any conflict between the Letter of Offer and this Agreement, this Agreement shall prevail. SECTION 12.22 MATERIAL ADVERSE CHANGE The Bank reserves to itself the right to terminate the Facilities in the event of any material adverse change in the Customer’s financial condition which might affect the Customer’s ability to comply with its obligations under the Transaction Documents and the Security Documents prior to the first and all subsequent disbursements. SECTION 12.23 TA’WIDH (COMPENSATION) Unless otherwise stated to the contrary in this Agreement, the Customer hereby agrees, covenants and undertakes to pay to the Bank ta’widh (compensation) on overdue instalments and payments of the Indebtedness and/or the Bank’s Selling Price as follows: (a) for failure to pay any instalments of the Facilities from the date of first

disbursement until the date of maturity of the Facilities, the ta’widh (compensation) rate that shall be applied is one per centum (1%) per annum on the overdue amount or any other method approved by BNM;

(b) for failure to pay any instalments and which failure continues beyond the maturity

of the Facilities, the ta’widh (compensation) rate that shall be applied is the Bank’s current Islamic Interbank Money Market Rate on the principal balance or any other method approved by BNM; and

(c) the amount of such ta’widh (compensation) shall not be compounded on the

overdue amount or principal balance, as the case may be. SECTION 12.24 CENTRAL CREDIT REFERENCE

General Facility Agreement

GFA/BB/1_2009 51 of 115 Revised Date : 14/02/2012

(a) Bank Negara Malaysia requires all participating financial institutions to provide

credit information, including the status and account details of their customers, for inclusion into a Central Credit Reference Information System (CCRIS). The information, held by the Central Credit Bureau of BNM, will be kept strictly confidential between BNM and the participating banks or financial institutions.

(b) CCRIS is part of BNM’s ongoing efforts to improve the credit approval process.

The information held will enable participating banks or financial institutions to obtain customers’ credit information for credit evaluation purposes. The Bank as a participant in this program will also be providing such credit information to CCRIS. Information disclosed may also extend to guarantors details of which the Customer may have provided, to secure credit or financing facilities granted by the Bank.

(c) As a participating bank, 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 its customers, credit applicants or any third party (including guarantors of credit or financing 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.

SECTION 12.25 ADVERSE MARKET From the date of provision of a formal offer by the Bank until the date of execution of the Transaction Documents and the Security Documents, the Bank retains the right to withdraw and/or terminate the offer if there occurs any event or circumstance which, in the opinion of the Bank will materially affect both the international and domestic money, capital or syndicated loan markets, the Customer and its affiliated companies’ business activities, and/or the social, political, financial and economic situation in Malaysia. SECTION 12.26 FORCE MAJEURE Notwithstanding any provision of the Transaction Documents and the Security Documents, the Bank shall not be liable for any failure on the part of the Bank to perform any of its obligations under the Transaction Documents and the Security Documents or any claim in respect of any loss, damage or injury in earnings, profit, goodwill or business caused directly or indirectly or other fault if such failure, loss, damage or other fault is caused by circumstances beyond the reasonable control of the Bank, including but not limited to any fire, earthquake, flood, epidemic, accident, explosion, casualty, lockout, riot, the action or inaction of any governmental or local authority, strike, boycott, blockade, Act of God, act of public enemy, natural catastrophe, embargo, war or civil disturbance.

General Facility Agreement

GFA/BB/1_2009 52 of 115 Revised Date : 14/02/2012

SECTION 12.27 IMPOSITION OF TERMS BY BNM The transaction arising from this Agreement shall at all times be subject to all procedures, terms, rules, directives 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. SECTION 12.28 EXCHANGE CONTROL ACT 1953 The Customer hereby agrees to obtain all exchange control approvals from the appropriate authorities, which may be required at any time and form time to time, as the case may be. SECTION 12.29 ISLAMIC BANKING ACT, 1983 (a) The Customer hereby represents and warrants to the Bank that none of its

directors, shareholders, managers, agents or guarantors nor any of their respective spouses, parents or children are in the employment of the Bank hereunder contravening Section 25 of IBA.

(b) All monies agreed to be granted or continue to be granted by the Bank to the

Customer and hereby secured is strictly upon condition that neither any director nor shareholder nor manager nor agent nor guarantor of the Customer is related to any director, officer or employee of the Bank as parent or spouse or child whether currently or at any time during the continuance of the Transaction Documents and the Security Documents. The Customer hereby agrees, covenants and undertakes to forthwith notify the Bank in the event that any of the above relationship is established or discovered at any time during the continuance of the Transaction Documents and the Security Documents and further agrees that in such event, the Bank shall be entitled to demand from the Customer all monies owing by the Customer and hereby intended to be secured.

(c) The consent of the Bank to the Transaction Documents and the Security

Documents is conditional upon and subject at all times to the representation of the Customer that the restrictions contained in Section 25 of IBA are not applicable. If at any time during the currency of the Transaction Documents and Security Documents the Bank discovers that there has been an infringement of Section 25 that the continued performance of the Transaction Documents and the Security Documents will be in violation of Section 25, the Bank is entitled forthwith to exercise all of its rights contained herein.

General Facility Agreement

GFA/BB/1_2009 53 of 115 Revised Date : 14/02/2012

SECTION 12.30 INCORPORATION OF TERMS OF THIS AGREEMENT (a) The terms and conditions of this Agreement shall be deemed to be incorporated

mutatis mutandis in the other Transaction Documents and Security Documents, where not inconsistent to the context thereof and where not otherwise already set out therein.

(b) In the event of any conflict or inconsistency, whether by virtue of interpretation or

otherwise howsoever, between any of the provisions herein and in the other Transaction Documents and Security Documents, the provisions of this Agreement shall prevail for the purpose of interpretation and enforcement of this Agreement without in any manner affecting the security created under the other Transaction Documents and Security Documents.

SECTION 12.31 UNINCORPORATED BODY In amplification to and not in derogation of any other provisions contained in this Agreement, it is expressly agreed that notwithstanding that the Customer is a committee or association or other unincorporated body which has no legal entity, the security provided herein shall be valid and have effect as though the Customer was a principal obligor.

ARTICLE XIII LAW, LEGAL PROCESS AND STAMP DUTY

SECTION 13.01 LAW The parties hereto agree that this Agreement shall be governed by the laws of Malaysia and agree to submit to the jurisdiction of the respective Courts of the States of Malaysia and further agree that service of any Legal Process may be effected in the manner set out below. SECTION 13.02 SERVICE OF LEGAL PROCESS (a) The service of any Legal Process may be given by prepaid registered or ordinary

post sent to the respective Address for Service of the parties hereto 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 it was delivered.

General Facility Agreement

GFA/BB/1_2009 54 of 115 Revised Date : 14/02/2012

(b) No change in the Address for Service howsoever brought about shall be effective or binding on either party unless that party has given to the other actual notice of the change of Address for Service and nothing done in reliance on Section 13.02(a) shall be affected or prejudiced by any subsequent change in the Address for Service over which the other party has no actual knowledge of at the time the act or thing was done or carried out.

SECTION 13.03 CHANGES IN LAW Notwithstanding any provision to the contrary herein, in the event that by reason of the enactment of or the making of any change in any applicable law, regulation or regulatory requirement or in the interpretation or application thereof or the making of any request or direction from or requirement of BNM or other fiscal or monetary authority (whether or not having the force of law) the Bank shall be of the opinion that it has or will become unlawful or it is otherwise prohibited or prevented for it to maintain or give effect to all or any of its obligations as contemplated by this Agreement then, notwithstanding any other provisions herein, therewith be terminated and/or as the case may be, the Customer shall on demand forthwith repay the Facilities or the Bank’s Purchase Price, as the case may be, in full together with accrued profit or commission, as the case may be, thereon and any other amount payable thereunder to the Bank. SECTION 13.04 PRINCIPAL AND SECONDARY It is hereby agreed and declared that this Agreement, the other Transaction Documents and the Security Documents, are instruments all employed in one transaction to secure the Indebtedness and/or the Bank’s Selling Price 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 other Transaction Documents and the Security Documents the auxiliary or secondary instruments. Stamp duty payable on this Agreement, the other Transaction Documents and the Security Documents shall be paid by the Customer.

(End of Clauses)

General Facility Agreement

GFA/BB/1_2009 55 of 115 Revised Date : 14/02/2012

IN WITNESS WHEREOF the respective hands of the attorneys of the Bank and the Customer were hereunto written respectively the day and year first as set out Item 1 of the Schedule 1 hereto. SIGNED by ) CIMB ISLAMIC as Attorney for ) BANK BERHAD CIMB ISLAMIC BANK BERHAD ) (Company No. 671380-H) ) ) by its Attorney in the presence of: )

…………………………

The Common Seal of the ) Customer ) was hereunto affixed in accordance ) with its Articles of Association ) in the presence of: ) ………………………………… ………………………………… Director Director/Secretary

General Facility Agreement

GFA/BB/1_2009 56 of 115 Revised Date : 14/02/2012

THE SCHEDULE REFERRED TO HEREIN

SCHEDULE 1

Item Particulars

1. DATE OF THIS AGREEMENT

2. BRANCH ADDRESS OF BANK

3. CUSTOMER

4. ADDRESS OF CUSTOMER Registered Office: Principal Place of Business:

5. PARTICULARS OF THE ASSET (IF APPLICABLE)

6. DATE OF SALE AND PURCHASE AGREEMENT (IF APPLICABLE)

7. DEVELOPER/VENDOR (IF APPLICABLE)

General Facility Agreement

GFA/BB/1_2009 57 of 115 Revised Date : 14/02/2012

8. VENDOR/SUPPLIER (IF APPLICABLE)

9. MAXIMUM AGGREGATE PRINCIPAL SUM OF THE FACILITIES TYPE OF FACILITIES LIMIT

10. SECURITY PARTY

11. CORPORATE GUARANTOR

12. PERSONAL GUARANTOR

13. SUPPORTING DOCUMENTS

General Facility Agreement

GFA/BB/1_2009 58 of 115 Revised Date : 14/02/2012

14. ADDITIONAL CONDITIONS PRECEDENT

15. OTHER TERMS AND CONDITIONS

16. SPECIFIC TERMS AND CONDITIONS

General Facility Agreement

GFA/BB/1_2009 59 of 115 Revised Date : 14/02/2012

17. LETTER OF OFFER

18. SECURITY DOCUMENTS

19. SOLICITORS

20. INDEMNIFYING PARTY(IES)

21. TAKAFUL

General Facility Agreement

GFA/BB/1_2009 60 of 115 Revised Date : 14/02/2012

SCHEDULE 2

Item 1

Property Financing-i Facility / Term Financing-i Facility General Conditions (i) Concept: Bai’ Bithaman Ajil (BBA) (ii) Nature/Mode of Financing: Under the concept of Bai’

Bithaman Ajil (BBA), the Bank shall first purchase the Asset from the Customer at the Bank’s Purchase Price. Then, the Bank shall subsequently sell the Asset to the Customer at the Bank’s Selling Price, which shall be made up of the Bank’s Purchase Price and profit margin on deferred payment basis.

(iii) Purpose: (iv) Bank’s Purchase Price: (v) Bank’s Selling Price: (vi) Profit Margin: (vii) Tenure:

General Facility Agreement

GFA/BB/1_2009 61 of 115 Revised Date : 14/02/2012

(viii) Mode of Disbursement: (ix) Payment: (x) Review: Notwithstanding anything to the contrary herein

contained, the Bank shall be entitled from time to time and at any time to review the Property Financing-i Facility as the Bank may in its absolute discretion deem fit

General Facility Agreement

GFA/BB/1_2009 62 of 115 Revised Date : 14/02/2012

Item 2

Machinery, Equipment & Plant Financing-i Facility General Conditions: (i) Concept: Bai’ Bithaman Ajil (BBA) (ii) Nature/Mode of Financing: Under the concept of Bai’

Bithaman Ajil (BBA), the Bank shall first purchase the Asset from the Customer at the Bank’s Purchase Price. Then, the Bank shall subsequently sell the Asset to the Customer at the Bank’s Selling Price, which shall be made up of the Bank’s Purchase Price and profit margin on deferred payment basis.

(iii) Purpose: (iv) Bank’s Purchase Price: (v) Bank’s Selling Price: (vi) Profit Rate: (vii) Tenure:

General Facility Agreement

GFA/BB/1_2009 63 of 115 Revised Date : 14/02/2012

(viii) Mode of Disbursement:

(ix) Payment: (x) Review: Notwithstanding anything to the contrary herein

contained, the Bank shall be entitled from time to time and at any time to review the Machinery, Equipment & Plant Financing-i Facility as the Bank may in its absolute discretion deem fit

Item 3

Revolving Credit-i Facility General Conditions: (i) Concept: Bai’ Bithaman Ajil (BBA)

General Facility Agreement

GFA/BB/1_2009 64 of 115 Revised Date : 14/02/2012

(ii) Nature/Mode of Financing: The Bank shall grant a

utilization limit of the Revolving Credit-i Facility to the Customer to utilise within a specified period based on its financing requirement. Under the revolving concept of the Revolving Credit-i Facility, whenever the Customer intends to utilize on the limit of the Revolving Credit-i Facility, the Customer shall sell the Asset to the Bank at the Bank’s Purchase Price. Subsequently thereafter, the Bank shall sell the Asset to the Customer at the Bank’s Selling Price comprising the Bank’s Purchase Price and profit on deferred payment basis. To give effect to these transactions, the Bank and the Customer shall enter into Asset Purchase Agreement and Asset Sale Agreement. On maturity, the Customer shall pay the Bank’s Selling Price. At the end of the tenure of each utilization but within the Tenure of the Revolving Credit-i Facility, new Asset Purchase Agreement and Asset Sale Agreement may be entered into between the Bank and the Customer using the same underlying Asset, proceeds from which may be utilised to pay the Bank’s Selling Price due under the earlier utilization.

(iii) Limit: Subject to the terms and conditions hereof and

Shariah principles, the Bank hereby agrees to make available to the Customer the Facility in the maximum limit of Ringgit Malaysia /*insert other currency (if applicable) [ ] (RM/*state if other currency ) only.

(iv) Purpose: (v) Bank’s Purchase Price: The Bank’s Purchase Price for each utilization shall be stated in the Asset Purchase Agreement and contract note to be issued by the Bank to the Customer in accordance with the terms of each Asset Purchase Agreement to be entered into from time to time.

General Facility Agreement

GFA/BB/1_2009 65 of 115 Revised Date : 14/02/2012

(vi) Bank’s Selling Price: The Bank’s Selling Price for each utilization shall be stated in the Asset Sale Agreement and contract note to be issued by the Bank to the Customer in accordance with the terms of each Asset Sale Agreement to be entered into from time to time. (vii) Profit Margin: The profit margin for each disbursement shall be stated in the Asset Sale Agreement and contract note to be issued by the Bank to the Customer in accordance with the terms of each Asset Sale Agreement to be entered into from time to time. (viii) Tenure of the Revolving Credit-i Facility: (ix) Tenure of each utilization: The tenure for each transaction shall be stated in the Asset Purchase Agreement and Asset Sale Agreement and contract note to be issued by the Bank to the Customer in accordance with the terms of each Asset Purchase Agreement and Asset Sale Agreement to be entered into from time to time. (x) Mode of Disbursement: The mode of disbursement of Bank’s Purchase Price for each utilization shall be stated in the Asset Purchase Agreement and contract note to be issued by the Bank to the Customer in accordance with the terms of each Asset Purchase Agreement to be entered into from time to time.

General Facility Agreement

GFA/BB/1_2009 66 of 115 Revised Date : 14/02/2012

(xi) Payment: The payment of the Bank’s Selling Price for each utilization shall be stated in the Asset Sale Agreement and contract note to be issued by the Bank to the Customer in accordance with the terms of each Asset Sale Agreement to be entered into from time to time. (xiii) Review: Notwithstanding anything to the contrary

herein contained, the Bank shall be entitled from time to time and at any time to review the Revolving Credit-i Facility as the Bank may in its absolute discretion deem fit

Item 4

Revolving Credit-i Facility General Conditions: (i) Concept: Bai’ Al-’Inah

General Facility Agreement

GFA/BB/1_2009 67 of 115 Revised Date : 14/02/2012

(ii) Nature/Mode of Financing: The Bank shall grant a

utilization limit of the Revolving Credit-i Facility to the Customer to utilise within a specified period based on its financing requirement. Whenever the Customer intends to utilization on the limit of the Revolving Credit-i Facility, the Bank shall sell the Asset to the Customer at the Bank’s Selling Price on a deferred payment basis. Subsequently thereafter, the Bank shall purchase the Asset from the Customer at the Bank’s Purchase Price, which is lower than the Bank’s Selling Price, on cash basis. To give effect to these transactions, the Bank and the Customer shall enter into Asset Sale Agreement and Asset Purchase Agreement. At the end of the tenure for each utilization, the Customer shall pay the Bank’s Selling Price. At the end of the tenure of each utilization but within the Tenure of the Revolving Credit-i Facility, new Asset Sale Agreement and Asset Purchase Agreement shall be entered into between the Bank and the Customer using the same Asset, proceeds from which may be utilised to pay the Bank’s Selling Price due under the earlier utilization.

(iii) Limit: Subject to the terms and conditions hereof and

Shariah principles, the Bank hereby agrees to make available to the Customer the Facility in the maximum limit of Ringgit Malaysia/*insert other currency (if applicable) [ ] (RM/*state if other currency ) only.

(iv) Purpose: (v) Bank’s Selling Price: The Bank’s Selling Price for each utilization shall be stated in the Asset Sale Agreement and contract note to be issued by the Bank to the Customer in accordance with the terms of each Asset Sale Agreement to be entered into from time to time.

General Facility Agreement

GFA/BB/1_2009 68 of 115 Revised Date : 14/02/2012

(vi) Bank’s Purchase Price: The Bank’s Purchase Price for each utilization shall be stated in the Asset Purchase Agreement and contract note to be issued by the Bank to the Customer in accordance with the terms of each Asset Purchase Agreement to be entered into from time to time. (vii) Profit Margin: The profit margin for each disbursement shall be stated in the Asset Sale Agreement and contract note to be issued by the Bank to the Customer in accordance with the terms of each Asset Sale Agreement to be entered into from time to time. (viii) Tenure of the Revolving Credit-i Facility: (ix) Tenure of each utilization: The tenure for each transaction shall be stated in the Asset Sale Agreement and Asset Purchase Agreement and contract note to be issued by the Bank to the Customer in accordance with the terms of each Asset Sale Agreement and Asset Purchase Agreement to be entered into from time to time. (x) Mode of Disbursement: The mode of disbursement of Bank’s Purchase Price for each utilization shall be stated in Asset Purchase Agreement and contract note to be issued by the Bank to the Customer in accordance with the terms of each Asset Purchase Agreement to be entered into from time to time.

General Facility Agreement

GFA/BB/1_2009 69 of 115 Revised Date : 14/02/2012

(xi) Payment: The payment of the Bank’s Selling Price for each utilization shall be stated in the Asset Sale Agreement and contract note to be issued by the Bank to the Customer in accordance with the terms of each Asset Sale Agreement to be entered into from time to time. (xi) Review: Notwithstanding anything to the contrary herein

contained, the Bank shall be entitled from time to time and at any time to review the Revolving Credit-i Facility as the Bank may in its absolute discretion deem fit

Item 5

Cash Line-i Facility General Conditions: (i) Concept: Bai’ Bithaman Ajil (BBA) (ii) Nature/Mode of Financing: Under the concept of Bai’

Bithaman Ajil (BBA), the Bank shall first purchase the Asset from the Customer at the Bank’s Purchase Price. Then, the Bank shall subsequently sell the Asset to the Customer at the Bank’s Selling Price, which shall be made up of the Bank’s Purchase Price and profit margin on deferred payment basis.

(iii) Purpose: (iv) Bank’s Purchase Price: (v) Bank’s Selling Price:

General Facility Agreement

GFA/BB/1_2009 70 of 115 Revised Date : 14/02/2012

(vi) Profit Margin: (vii) Tenure: Up to a maximum tenure of ....years with an option to renew. (viii) Mode of Disbursement: The Bank’s Purchase Price shall be disbursed as an available limit for utilization in the Customer’s Current Account-i. (ix) Payment:

General Facility Agreement

GFA/BB/1_2009 71 of 115 Revised Date : 14/02/2012

(x) Review and Renewal: The Cash Line-i Facility is granted

conditional upon the Customer conducting its account with the Bank satisfactorily at all times. Notwithstanding the above, the Bank reserves the right in accordance with Shariah to review periodically and subsequently modify the terms and conditions of the Cash Line-i Facility.

In the event that there is breach of any terms and

conditions of this Agreement or occurrence of any of Event of Default stated in Section 9.01, the Bank shall have absolute right to cap the Cash Line-i Facility for utilization, freeze the relevant account, set off the Customer’s account with the Bank and/or security deposit (if any) deposited with the Bank including but not limited to accelerate the Bank’s Selling Price outstanding due and payable and enforce any of the Bank’s remedy under the Security Document.

The Bank may at its absolute discretion, upon request by

the Customer to renew the Cash Line-i Facility, grant a renewal of the Facility subject to the new Tenure and upon such terms and conditions as may be deemed fit by the Bank.

On such renewal, all proceeds of the new Cash Line-i

Facility shall first be applied towards the payment of all amounts then outstanding and due to the Bank under the existing Facility without further notice or demand.

Any request for renewal may be made by the Customer

within three (3) months prior to the maturity of the Cash Line-i Facility in the written form acceptable to the Bank.

Any renewal, once approved by the Bank, shall be

affected by way of the Customer and the Bank executing the relevant Asset Purchase Agreement and Asset Sale Agreement.

General Facility Agreement

GFA/BB/1_2009 72 of 115 Revised Date : 14/02/2012

(xi) Utilization of the Cash Line-i Facility: The Bank shall

provide the Customer with a chequebook to enable the customer to withdraw money from the Current Account-i from time to time within the tenor and the limit of the Cash Line-i Facility. Any debit to the Current Account-i creating a debit balance shall constitute a utilization of the Cash Line-i Facility. Any credit to the Current Account-i shall constitute as a replenishment of the Cash Line-i Facility.

Subject to Shariah, the Bank shall have the right to limit

the utilization of the Cash Line-i Facility from the Current Account-i to any amount in the event of any breach of any terms and conditions herein and/or the occurrence of an Event of Default without any requirement for concurrence by the Customer in order to effect any limitation imposed by the Bank.

(xii) Regularization of Account: In cases where the Current

Account-i has been utilized in excess of the limit for payment of installment or bank charges, the Customer shall regularize the Current Account-i accordingly.

Item 6

Cash Line-i Facility General Conditions: (i) Concept: Bai’ Al-’Inah (ii) Nature/Mode of Financing: Under the concept of Bai’

Al-’Inah, the Bank shall first sell the Asset to the Customer at the Bank’s Selling Price which shall be made up of the Bank’s Purchase Price and profit margin. Then, the Bank shall subsequently purchases the Asset from the Customer at the Bank’s Purchase Price.

(iii) Purpose:

General Facility Agreement

GFA/BB/1_2009 73 of 115 Revised Date : 14/02/2012

(iv) Bank’s Purchase Price: (v) Bank’s Selling Price: (vi) Profit Rate: (vii) Tenure: Up to a maximum tenure of ....years with an option to renew. (viii) Mode of Disbursement: The Bank’s Purchase Price shall be disbursed as an available limit for utilization in the Customer’s Current Account-i. (ix) Payment:

General Facility Agreement

GFA/BB/1_2009 74 of 115 Revised Date : 14/02/2012

(x) Review and Renewal: The Cash Line-i Facility is granted

conditional upon the Customer conducting its account with the Bank satisfactorily at all times. Notwithstanding the above, the Bank reserves the right in accordance with Shariah to review periodically and subsequently modify the terms and conditions of the Cash Line-i Facility.

In the event that there is breach of any terms and

conditions of this Agreement or occurrence of any of Event of Default stated in Section 9.01, the Bank shall have absolute right to cap the Cash Line-i Facility for utilization, freeze the relevant account, set off the Customer’s account with the Bank and/or security deposit (if any) deposited with the Bank including but not limited to accelerate the Bank’s Selling Price outstanding due and payable and enforce any of the Bank’s remedy under the Security Document.

The Bank may at its absolute discretion, upon request by

the Customer to renew the Cash Line-i Facility, grant a renewal of the Facility subject to the new Tenure and upon such terms and conditions as may be deemed fit by the Bank.

On such renewal, all proceeds of the new or Cash Line-i

Facility shall first be applied towards the payment of all amounts then outstanding and due to the Bank under the existing Facility without further notice or demand.

Any request for renewal may be made by the Customer

within three (3) months prior to the maturity of the Cash Line-i Facility in the written form acceptable to the Bank.

Any renewal, once approved by the Bank, shall be

affected by way of the Customer and the Bank executing the relevant Asset Purchase Agreement and Asset Sale Agreement.

General Facility Agreement

GFA/BB/1_2009 75 of 115 Revised Date : 14/02/2012

(xi) Utilization of the Cash Line-i Facility: The Bank shall

provide the Customer with a chequebook to enable the customer to withdraw money from the Current Account-i from time to time within the tenor and the limit of the Cash Line-i Facility. Any debit to the Current Account-i creating a debit balance shall constitute a utilization of the Cash Line-i Facility. Any credit to the Current Account-i shall constitute as a replenishment of the Cash Line-i Facility.

Subject to Shariah, the Bank shall have the right to limit

the utilization of the Cash Line-i Facility from the Current Account-i to any amount in the event of any breach of any terms and conditions herein and/or the occurrence of an Event of Default without any requirement for concurrence by the Customer in order to effect any limitation imposed by the Bank.

(xii) Regularization of Account: In cases where the Current

Account-i has been utilized in excess of the limit for payment of installment or bank charges, the Customer shall regularize the Current Account-i accordingly.

Item 7

Bank Guarantee-i Facility General Conditions: (i) Concept: Kafalah (ii) Nature/Mode of Financing: Based on Kafalah concept,

the Bank shall issue Bank Guarantee-i in favour of a beneficiary named in Item 7(iii) (if applicable) or to be named by the Customer to guarantee the performance of the Customer’s obligation in the contract specified in Item 7(iv) (if applicable) or to be specified by the Customer to the named beneficiary.

General Facility Agreement

GFA/BB/1_2009 76 of 115 Revised Date : 14/02/2012

(iii) Beneficiary: (iv) Contract: (v) Amount: (vi) Purpose:

General Facility Agreement

GFA/BB/1_2009 77 of 115 Revised Date : 14/02/2012

(vii) Payment on Demand:

The Customer shall forthwith upon receipt of a notice or demand by the Bank pay to the Bank the Bank Guarantee-i amount or such amount claimed by the beneficiary of the Bank Guarantee-i, notwithstanding:

(a) the said monies may not have been properly due

under the Bank Guarantee-i whether because the corresponding sum was not properly due to the beneficiary or for any other reason; or

(b) the Bank Guarantee-i or any provision thereof is

void, voidable or invalid or is not enforceable against the Bank for any reason whatsoever, whether known to the Bank or not,

failing which the Bank shall be entitled to exercise all its rights and remedies provided by law and in the Transaction Documents and the Security Documents including cancellation of the Bank Guarantee-i granted herein.

(a) (viii) Tenure:

General Facility Agreement

GFA/BB/1_2009 78 of 115 Revised Date : 14/02/2012

(ix) Commission:

(a) The Bank shall charge Rate of Commission at the rate of zero point one per centum (0.1%) per annum or part thereof subject to a minimum amount of Ringgit Malaysia One Hundred (RM100.00), whichever is higher for the full liability period of each Bank Guarantee-i issued including the claim periods thereof.

(b) The Customer hereby agrees that the Commission

charged herein is chargeable on daily basis from the date of issue until the expected expiry date and is payable upfront prior to issuance of the Bank Guarantee-i unless otherwise approved by the financing committee of the Bank. The Bank shall, at its absolute discretion, have the right to revise the commission rate charged on the Bank Guarantee-i from time to time.

(c) The Parties hereby acknowledge that the Bank may

allow any excess amount of the Bank Guarantee-i Facility (subject to subject to the compliance of the terms outlined under the Bank’s financing policy) and the Customer shall be liable for such excess.

(x) Additional Commission:

The Bank shall be entitled to charge additional chargeable commission under the following situations:

(a) Bank Guarantee-i that has been issued where the

expiry date is not specified but determinable, additional commission at the prescribed rate will be charged from the expected expiry date, payable upfront at sixth (6th) monthly interval; and/or

(b) Bank Guarantee-i which is not returned for

cancellation at the end of expiry date, additional commission at the prescribed rate will be charged from the expiry date, payable upfront at sixth (6th) monthly interval.

(xi) Claim and Ta’widh:

In the event of any claim on the Bank Guarantee-i, the

General Facility Agreement

GFA/BB/1_2009 79 of 115 Revised Date : 14/02/2012

Bank shall debit the Customer’s Current Account-i with the Bank for such amount to effect the claim.

If the Customer does not have sufficient balance in the Customer’s Current Account-i, the balance of the claim after deducting marginal deposit will be retained in the claims Bank Guarantee-i Facility accounts. The Customer shall be given seven (7) Business Days to reimburse the Bank. The Bank shall charge ta’widh to the Customer’s Current Account-i on the balance of the claim as Bank Guarantee-i Facility outstanding from the eighth (8th) day of the claim made to the beneficiary until the actual date of payment by the Customer at the current Islamic Interbank Money Market rate.

However, the Bank reserves the right to debit the Customer’s Current Account-i with the Bank for such amount demanded to effect the claim even if the balance in the Customer’s Current Account-i is insufficient, thus creating a debit balance. The Bank shall treat the debit balance as advancement and the Customer shall settle the amount so paid to the beneficiary within seven (7) Business Days from the date of the advancement. In the event the Customer fails to settle the amount within the stipulated time, the Bank shall impose ta’widh based on the Islamic Interbank Money Market rate from the date of the advancement until the date of payment.

(xii) Specific Terms and Conditions

(xiii) Related Documents:

Item 8

Shipping Guarantee-i Facility General Conditions (i) Concept: Kafalah

General Facility Agreement

GFA/BB/1_2009 80 of 115 Revised Date : 14/02/2012

(ii) Nature/Mode of Financing: the Bank shall issue an indemnity document in the form of Shipping Guarantee-i in favour of a beneficiary named in Item 8(iii) on the instruction of the Customer to take delivery of goods from the named beneficiary (or its agent) while awaiting presentation of the shipping documents. Based on Kafalah concept, the Bank agrees to discharge the Customer’s liability in the case of defaults.

(iii) Beneficiary: (iv) Amount: (v) Purpose:

General Facility Agreement

GFA/BB/1_2009 81 of 115 Revised Date : 14/02/2012

(vi) Payment on Demand:

The Customer shall forthwith upon receipt of a notice or demand by the Bank pay to the Bank the Shipping Guarantee-i amount or such amount claimed by the beneficiary of the Shipping Guarantee-i, notwithstanding:

(a) the said monies may not have been properly due

under the Shipping Guarantee-i whether because the corresponding sum was not properly due to the beneficiary or for any other reason; or

(b) the Shipping Guarantee-i or any provision thereof

is void, voidable or invalid or is not enforceable against the Bank for any reason whatsoever, whether known to the Bank or not,

failing which the Bank shall be entitled to exercise all its rights and remedies provided by law and in the Transaction Documents and the Security Documents including cancellation of the Shipping Guarantee-i granted herein.

(vii) Tenure:

General Facility Agreement

GFA/BB/1_2009 82 of 115 Revised Date : 14/02/2012

(viii) Commission:

(a) The Bank shall charge Rate of Commission at the rate of zero point one per centum (0.1%) per annum or part thereof subject to a minimum amount of Ringgit Malaysia One Hundred (RM100.00), whichever is higher for the full liability period of each Shipping Guarantee-i issued including the claim periods thereof.

(b) The Customer hereby agrees that the Commission

charged herein is chargeable on daily basis and is payable upfront prior to issuance of the Shipping Guarantee-i unless otherwise approved by the financing committee of the Bank. The Bank shall, at its absolute discretion, have the right to revise the commission rate charged on the Shipping Guarantee-i from time to time.

(c) The Parties hereby acknowledge that the Bank may

allow any excess amount of the Bank Guarantee-i Facility (subject to subject to the compliance of the terms outlined under the Bank’s financing policy) and the Customer shall be liable for such excess.

(ix) Additional Commission:

The Bank is entitled to charge additional chargeable commission under the following situations:

(a) Shipping Guarantee-i that has been issued where the

expiry date is not specified but determinable, additional commission at the prescribed rate will be charged from the expected expiry date, payable upfront at sixth (6th) monthly interval; and/or

(b) Shipping Guarantee-i which is not returned for

cancellation at the end of expiry date, additional commission at the prescribed rate will be charged from the expiry date, payable upfront at sixth (6th) monthly interval.

General Facility Agreement

GFA/BB/1_2009 83 of 115 Revised Date : 14/02/2012

(x) Claim and Ta’widh:

In the event of any claim on the Shipping Guarantee-i, the Bank shall debit the Customer’s Current Account-i with the Bank for such amount to effect the claim.

If the Customer does not have sufficient balance in the Customer’s Current Account-i, the balance of the claim after deducting marginal deposit will be retained in the claims Shipping Guarantee-i Facility accounts. The Customer shall be given seven (7) Business Days to reimburse the Bank. The Bank shall charge a ta’widh to the Customer’s Current Account-i on the balance of the claim as Shipping Guarantee-i Facility outstanding from the eighth (8th) day of the claim made to the beneficiary until the actual date of payment by the Customer at the current Islamic Interbank Money Market rate.

However, the Bank reserves the right to debit the Customer’s Current Account-i with the Bank for such amount demanded to effect the claim even if the balance in the Customer’s Current Account-i is insufficient, thus creating a debit balance. The Bank shall treat the debit balance as advancement and the Customer shall settle the amount so paid to the beneficiary within seven (7) Business Days from the date of the advancement. In the event the Customer fails to settle the amount within the stipulated time, the Bank shall impose a ta’widh based on the Islamic Interbank Money Market rate from the date of the advancement until the date of payment.

(xi) Specific Terms and Conditions

(xii) Related Documents:

General Facility Agreement

GFA/BB/1_2009 84 of 115 Revised Date : 14/02/2012

Item 9

Documentary Credit-i Facility General Conditions (i) Concept: Wakalah (ii) Nature/Mode of Financing: under the concept of

Wakalah, the Customer nominates the Bank to act on his behalf. The Bank will then issue Documentary Credit-i to a local or foreign supplier/ negotiating bank/beneficiary named in Item 9(iii) or to be specified by the Customer, so as to facilitate the Customer to purchase goods identified in Item 9(iv) or to be identified by the Customer.

(iii) Supplier/Negotiating bank/Beneficiary: (iv) Goods: (v) Amount: (vi) Purpose (vii) Commission: The Bank shall be entitled to charge

Commission at the rate of zero point one per centum (0.1%) per month or part thereof, subject to a minimum amount of RM50.00, which ever is higher. The Commission charged herein is payable upon issuance of the Documentary Credit-i.

(viii) Additional Commission: The Bank is entitled to charge

additional Commission with a minimum amount of RM50.00 for request of amendment of the Documentary Credit-i.

General Facility Agreement

GFA/BB/1_2009 85 of 115 Revised Date : 14/02/2012

(ix) Tenure: (x) Payment:

Payment shall be effected by the Customer upon negotiation of the Documentary Credit-i by converting the Documentary Credit-i to Trust Receipt-i.

(xi) Ta`widh (compensation):

Documentary Credit-i (Sight): If not paid by the 8th day from the date the Bank effects payment to the negotiating bank/beneficiary, a ta`widh shall be charged to the Customer’s account at the Islamic Interbank Money Market rate until the date of payment.

Documentary Credit-i (Usance): If not paid on maturity, a ta`widh shall be charged to the Customer’s account at the Islamic Interbank Money Market rate until the date of payment.

(xii) Specific Terms and Conditions

(xiii) Related Documents:

General Facility Agreement

GFA/BB/1_2009 86 of 115 Revised Date : 14/02/2012

Item 10

Trust Receipt-i Facility General Conditions/Terms (i) Concept: Murabahah (ii) Nature/Mode of Financing:

(a) the Bank appoints the Customer as its agent to purchase goods required by the Customer on behalf of the Bank. Upon delivery of the goods, the Bank pays the exporter/supplier specified by the Customer for the cost of the goods based on the invoice value and upon production to the Bank by the Customer of documentary and other evidence acceptable to the Bank. Based on Murabahah concept, the Bank will then sell the goods to the Customer at a price which shall include the amount paid by the Bank to the exporter/supplier and the Bank’s profit margin (pricing); or

(b) the Customer informs the Bank of the Customer’s requirement and requests that the Bank purchases/imports the intended goods by establishing Documentary Credit-i with the Bank. The Customer also undertakes to purchase the said goods from the Bank upon negotiation or acceptance of the said credit based on the concept of Murabahah. Upon negotiation of a sight Documentary Credit-i or maturity of a usance Documentary Credit-i, the Bank pays the proceeds to the negotiating bank/beneficiary and subsequently then sells the goods to the Customer. The Bank’s selling price comprises its cost and a profit margin (pricing) that will mature at the end of the Tenure of the Trust Receipt-i Facility.

(iii) Amount: (iv) Purpose:

(v) Pricing:

General Facility Agreement

GFA/BB/1_2009 87 of 115 Revised Date : 14/02/2012

(vi) Tenure (vii) Payment

Upon maturity of the Trust Receipt-i, the Customer shall pay the amount of Trust Receipt-i to the Bank together with the Bank’s profit margin (pricing) and any charges, cost and expenses arising therefrom by way of bullet payment.

(viii) Specific Terms and Conditions

(a) The goods financed under Trust Receipt-i shall be adequately insured against fire under the Master Insurance/Takaful Policy and a copy of the insurance/Takaful policy showing the Bank as a co-beneficiary shall be delivered to and retained by the Bank.

(b) For early settlement of Trust Receipt-i Facility,

the Bank at its discretion may grant ibra’ (rebate) to the Customer.

(c) For overdue payment, the Customer shall be

charged ta’widh (compensation) based on Islamic Interbank Money Market rate as advised by the Bank’s Treasury Department.

(ix) Related Documents:

Item 11

Accepted Bills-i (Purchase/Import) Facility General Conditions/Terms (i) Concept: Bai’ Al-Dayn

General Facility Agreement

GFA/BB/1_2009 88 of 115 Revised Date : 14/02/2012

(ii) Nature/Mode of Financing: in accordance with the Shariah principles of Bai’ Al-Dayn, the Customer shall sell its debts/receivables arising from its credit sales to importer to the Bank at a price to be agreed upon between the Customer and the Bank (“sale price”). On the maturity date of the Accepted Bills-i (Purchase/Import) Facility, the Customer shall settle the sale price.

(iii) Amount: (iv) Purpose: (v) Pricing: (vii) Tenure: (viii) Specific Terms and Conditions

(a) The Customer undertakes with the Bank that the Customer will be responsible for the handling of the sales documentation, the delivery of the goods to the importer and the collection of payment on behalf of the Bank. In this respect, the Customer further guarantees the payment by the importer on the date upon which the payment is due from the importer.

(b) The Bank shall reserve the right to vary and/or adjust

the Bank’s pricing in respect of the Accepted Bills-i (Purchase/Import) Facility at the absolute discretion of the Bank.

General Facility Agreement

GFA/BB/1_2009 89 of 115 Revised Date : 14/02/2012

(ix) Related Documents:

Item 12

Accepted Bills-i (Sale/Export) Facility General Conditions/Terms (i) Concept: Bai’ Al-Dayn (ii) Nature/Mode of Financing: in accordance with the

Shariah principles of Bai’ Al-Dayn, the Customer shall sell its debts/receivables arising from its credit sales to exporter to the Bank at a price to be agreed upon between the Customer and the Bank (“sale price”). On the maturity date of the Accepted Bills-i (Sale/Export) Facility, the Customer shall settle the sale price.

(iii) Amount: (iv) Purpose: (v) Pricing: (vii) Tenure:

General Facility Agreement

GFA/BB/1_2009 90 of 115 Revised Date : 14/02/2012

(viii) Specific Terms and Conditions

(a) The Customer undertakes with the Bank that the Customer will be responsible for the handling of the sales documentation, the delivery of the goods to the exporter and the collection of payment on behalf of the Bank. In this respect, the Customer further guarantees the payment by the exporter on the date upon which the payment is due from the exporter

(b) The Bank shall reserve the right to vary and/or adjust the Bank’s pricing in respect of the Accepted Bills-i (Sale/Export) Facility at the absolute discretion of the Bank

(ix) Related Documents:

Item 13

Domestic Bills Of Exchange Purchased-i Facility General Conditions/Terms (i) Concept: Bai’ Al-Dayn (ii) Nature/Mode of Financing: the Bank will negotiate the

Customer’s domestic bills drawn under a domestic letter of credit favouring the Customer. The Bank will only purchase the documents presented that are in compliance with the terms and conditions of the letter of credit. Based on the concept of Bai’ Al-Dayn, the Bank will purchase the debt of the Customer at a price to be agreed upon between the Customer and the Bank (“sale price”). On the maturity date of the Domestic Bills Of Exchange Purchased-i Facility, the Customer shall settle the sale price.

(iii) Amount:

General Facility Agreement

GFA/BB/1_2009 91 of 115 Revised Date : 14/02/2012

(iv) Purpose: (v) Commission

The Bank shall be entitled to charge Commission at the rate of zero point one per cent (0.1% ) flat on the amount, subject to a minimum of RM50.00 but shall not exceed RM500.00.

(vi) Tenure: (vii) Specific Terms and Conditions

(viii) Related Documents:

Item 14

Foreign Bills Of Exchange Purchased-i Facility General Conditions/Terms (i) Concept: Bai’ Al-Dayn

General Facility Agreement

GFA/BB/1_2009 92 of 115 Revised Date : 14/02/2012

(ii) Nature/Mode of Financing: the Bank will negotiate the Customer’s foreign bills drawn under a foreign letter of credit favouring the Customer. The Bank will only purchase the documents presented that are in compliance with the terms and conditions of the letter of credit. Based on the concept of Bai’ Al-Dayn, the Bank will purchase the debt of the Customer at a price to be agreed upon between the Customer and the Bank (“sale price”). On the maturity date of the Foreign Bills Of Exchange Purchased-i Facility, the Customer shall settle the sale price.

(iii) Amount: (iv) Purpose: (v) Commission

The Bank shall be entitled to charge Commission at the rate of zero point one per centum (0.1%) flat on the amount, subject to a minimum of RM50.00 but shall not exceed RM100.00

(vi) Tenure: (vi) Specific Terms and Conditions

(vii) Related Documents:

General Facility Agreement

GFA/BB/1_2009 93 of 115 Revised Date : 14/02/2012

SCHEDULE 3

PART A

ASSET PURCHASE AGREEMENT (BBA) THIS ASSET PURCHASE AGREEMENT (hereinafter referred to as “this Agreement”) made on the day and year stated in Section 1 of the Appendix 1 hereto BETWEEN: (1) The person(s) named in Section 2 of the Appendix 1 hereto (hereinafter referred

to as the “Customer”) of the one part; and (2) CIMB ISLAMIC BANK BERHAD (Company No. 671380-H) , a company

incorporated in Malaysia with its registered office at 5th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia, headquarter office at level 34, Menara Bumiputra-Commerce, No 11 Jalan Raja Laut, 50350 Kuala Lumpur and a branch office at the address as stated in Section 4 of the Appendix 1 hereto (hereinafter referred to as “the Bank”) of the other part.

(The Customer and the Bank are hereby referred to as “Parties” and individually referred to as “Party”, as the context may require.) WHEREAS: Pursuant to the General Facility Agreement dated the day and year stated in Section 5 of the Appendix 1 hereto between the Bank and the Customer, the Bank has agreed at the request of the Customer, to make available or continue to make available the Facility as stated in Section 6 of the Appendix 1 hereto in the principal sum stated in Section 7 of the Appendix 1 hereto, upon the terms and subject to the conditions therein contained. IT IS HEREBY AGREED as follows: 1. In consideration of the Bank having agreed at the request of the Customer to

provide the Facility to the Customer, the Customer hereby sells and the Bank hereby purchases the Asset, the particulars of which are more particularly described in Section 8 of the Appendix 1 hereto at the Bank’s purchase price stated in Section 9 of the Appendix 1 hereto (hereinafter referred to as the “Bank’s Purchase Price”) subject to the terms and conditions contained herein and in the General Facility Agreement

2. Upon execution of this Agreement, all rights title and benefits to the Asset shall

be passed to the Bank.

General Facility Agreement

GFA/BB/1_2009 94 of 115 Revised Date : 14/02/2012

3. The Bank’s Purchase Price shall be paid according to the terms and conditions of the General Facility Agreement.

4. The terms and conditions as set out in the General Facility Agreement are hereby

repeated and shall be binding upon the Parties hereto and the successor-in-title and assigns of the Bank and the successor-in-title of the Customer.

5. In this Agreement, unless otherwise stated, all terms and references (including

definitions) shall bear the same meaning as designated to them in the General Facility Agreement.

(End of Clauses)

General Facility Agreement

GFA/BB/1_2009 95 of 115 Revised Date : 14/02/2012

IN WITNESS WHEREOF the respective hands of the attorneys of the Bank and the Customer were hereunto written respectively the day and year first as set out Section 1 of the Appendix 1 hereto. The Common Seal of the ) Customer ) was hereunto affixed in accordance ) with its Articles of Association ) in the presence of: ) ………………………………… ………………………………… Director Director/Secretary SIGNED by ) CIMB ISLAMIC as Attorney for ) BANK BERHAD CIMB ISLAMIC BANK BERHAD ) (Company No. 671380-H) ) ) by its Attorney in the presence of: )

…………………………

General Facility Agreement

GFA/BB/1_2009 96 of 115 Revised Date : 14/02/2012

APPENDIX 1 (To be read and construed as an integral part of this Agreement)

Section Item Particulars

1.

Day and Year of this Agreement

2.

Customer

3.

Address of Customer

4.

Address of Bank

5.

Date and Year of the General Facility Agreement

6.

Type of Facility

General Facility Agreement

GFA/BB/1_2009 97 of 115 Revised Date : 14/02/2012

7.

The Facility Amount

8

Description of the Asset

9 The Bank’s Purchase Price

General Facility Agreement

GFA/BB/1_2009 98 of 115 Revised Date : 14/02/2012

PART B

ASSET SALE AGREEMENT (BBA) THIS ASSET SALE AGREEMENT (hereinafter referred to as “this Agreement”) made on the day and year stated in Section 1 of the Appendix 1 hereto BETWEEN: (1) CIMB ISLAMIC BANK BERHAD (Company No. 671380-H) , a company

incorporated in Malaysia with its registered office at 5th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia, headquarter office at level 34, Menara Bumiputra-Commerce, No 11 Jalan Raja Laut, 50350 Kuala Lumpur and a branch office at the address as stated in Section 2 of the Appendix 1 hereto (hereinafter referred to as “the Bank”) of the one part; and

(2) The person(s) named in Section 3 of the Appendix 1 hereto (hereinafter referred

to as “the Customer”) of the other part. (The Bank and the Customer are hereinafter collectively referred to as “Parties” and individually referred to as “Party”, as the context may require.) WHEREAS: Pursuant to the General Facility Agreement dated the day and year stated in Section 5 of the Appendix 1 hereto between the Bank and the Customer, the Bank has agreed at the request of the Customer, to make available or continue to make available the Facility as stated in Section 6 of the Appendix 1 hereto in the principal sum stated in Section 7 of the Appendix 1 hereto, upon the terms and subject to the conditions therein contained. IT IS HEREBY AGREED as follows: 1. In consideration of the Bank having agreed at the request of the Customer to

provide the Facility to the Customer, the Customer and the Bank have entered into a Asset Purchase Agreement of even date (the “Asset Purchase Agreement”) whereby the Customer has sold and the Bank at the request of the Customer has purchased the Asset, the particulars of which are more particularly described in Section 8 of the Appendix 1 hereto at the Bank’s Purchase Price stated in Section 9 of the Appendix 1 hereto subject to the terms and conditions therein contained

2. The Bank hereby sells and the Customer hereby purchases the Asset at the Bank’s

selling price more particularly stated in Section 10(b) of the Appendix 1 hereto (the “Bank’s Selling Price”), comprising the profit the rate of which is more particularly stated in Section 10(a) of the Appendix 1 hereto upon deferred payment terms and subject to the terms and conditions contained herein and in the General Facility Agreement.

General Facility Agreement

GFA/BB/1_2009 99 of 115 Revised Date : 14/02/2012

3. Upon execution of this Agreement, all rights title and benefits to the Asset shall be passed to the Customer.

4. The Bank’s Selling Price shall be paid in the manner as specified in Section 11 of

the Appendix 1 hereto. 5. The terms and conditions as set out in the General Facility Agreement are hereby

repeated and shall be binding upon the parties hereto and the successor-in-title and assigns of the Bank and the successor-in-title of the Customer.

6. In this Agreement, unless otherwise stated, all the terms and references (including

definitions) shall bear the same meaning as designated to them in the General Facility Agreement.

(End of Clauses)

General Facility Agreement

GFA/BB/1_2009 100 of 115 Revised Date : 14/02/2012

IN WITNESS WHEREOF the respective hands of the attorneys of the Bank and the Customer were hereunto written respectively the day and year first as set out Section 1 of the Appendix 1 hereto. SIGNED by ) CIMB ISLAMIC as Attorney for ) BANK BERHAD CIMB ISLAMIC BANK BERHAD ) (Company No. 671380-H) ) ) by its Attorney in the presence of: )

…………………………

The Common Seal of the ) Customer ) was hereunto affixed in accordance ) with its Articles of Association ) in the presence of: ) ………………………………… ………………………………… Director Director/Secretary

General Facility Agreement

GFA/BB/1_2009 101 of 115 Revised Date : 14/02/2012

APPENDIX 1 (To be read and construed as an integral part of this Agreement)

Section Item Particulars

1.

Day and Year of this Agreement

2.

Address of Bank

3.

Customer

4.

Address of Customer

5.

Date and Year of the General Facility Agreement

6.

Type of Facility

7

The Facility Amount

8.

Description of the Asset

9.

Bank’s Purchase Price

10(a).

Profit Rate/Profit Sum

10(b).

Bank’s Selling Price

General Facility Agreement

GFA/BB/1_2009 102 of 115 Revised Date : 14/02/2012

11. Payment of Bank’s Selling Price

General Facility Agreement

GFA/BB/1_2009 103 of 115 Revised Date : 14/02/2012

PART C

ASSET SALE AGREEMENT (BAI’ AL-‘INAH)

THIS ASSET SALE AGREEMENT (hereinafter referred to as “this Agreement”) made on the day and year stated in Section 1 of the Appendix 1 hereto BETWEEN: (1) CIMB ISLAMIC BANK BERHAD (Company No. 671380-H) , a company

incorporated in Malaysia with its registered office at 5th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia, headquarter office at level 34, Menara Bumiputra-Commerce, No 11 Jalan Raja Laut, 50350 Kuala Lumpur and a branch office at the address as stated in Section 2 of the Appendix 1 hereto (hereinafter referred to as “the Bank”) of the one part; and

(2) The person(s) named in Section 3 of the Appendix 1 hereto (hereinafter referred

to as “the Customer”) of the other part. (The Bank and the Customer are hereinafter collectively referred to as “Parties” and individually referred to as “Party”, as the context may require.) WHEREAS: Pursuant to the General Facility Agreement dated the day and year stated in Section 5 of the Appendix 1 hereto between the Bank and the Customer, the Bank has agreed at the request of the Customer, to make available or continue to make available the Facility as stated in Section 6 of the Appendix 1 hereto in the principal sum stated in Section 7 of the Appendix 1 hereto, upon the terms and subject to the conditions therein contained. IT IS HEREBY AGREED as follows: 1. The Bank hereby sells and the Customer hereby purchases the Asset more

particularly stated in Section 8 of the Appendix 1 hereto at the selling price more particularly stated in Section 9(b) of the Appendix 1 hereto (hereinafter referred to as the “Bank’s Selling Price”), comprising the profit the rate of which is more particularly stated in Section 9(a) of the Appendix 1 hereto upon deferred payment terms and subject to the terms and conditions herein contained.

2. Upon execution of this Agreement, all rights title and benefits to the Asset shall

be passed to the Customer. 3. The Bank’s Selling Price shall be paid in the manner as specified in Section 10 of

the Appendix 1 hereto. 4. The Facility shall be subject to the terms and conditions as set out in the general

Facility Agreement.

General Facility Agreement

GFA/BB/1_2009 104 of 115 Revised Date : 14/02/2012

5. The terms and conditions as set out in the General Facility Agreement are hereby

repeated and shall be binding upon the parties hereto and the successor-in-title and assigns of the Bank and the successor-in-title of the Customer.

(End of Clauses)

General Facility Agreement

GFA/BB/1_2009 105 of 115 Revised Date : 14/02/2012

IN WITNESS WHEREOF the respective hands of the attorneys of the Bank and the Customer were hereunto written respectively the day and year first as set out Section 1 of the Appendix 1 hereto. SIGNED by ) CIMB ISLAMIC as Attorney for ) BANK BERHAD CIMB ISLAMIC BANK BERHAD ) (Company No. 671380-H) ) ) by its Attorney in the presence of: )

…………………………

The Common Seal of the ) Customer ) was hereunto affixed in accordance ) with its Articles of Association ) in the presence of: ) ………………………………… ………………………………… Director Director/Secretary

General Facility Agreement

GFA/BB/1_2009 106 of 115 Revised Date : 14/02/2012

APPENDIX 1 (To be read and construed as an integral part of this Agreement)

Section Item

Particulars

1.

Day and Year of this Agreement

2.

Address of Bank

3.

Customer

4.

Address of Customer

5.

Date and Year of the General Facility Agreement

6

Type of Facility

7.

The Facility Amount

8.

Description of the Asset

General Facility Agreement

GFA/BB/1_2009 107 of 115 Revised Date : 14/02/2012

Section Item

Particulars

9(a) Profit Rate/Profit Sum

9(b).

Bank’s Selling Price

10.

Payment of Bank’s Selling Price

General Facility Agreement

GFA/BB/1_2009 108 of 115 Revised Date : 14/02/2012

PART D

ASSET PURCHASE AGREEMENT (BAI’ AL-‘INAH)

THIS ASSET PURCHASE AGREEMENT (hereinafter referred to as “this Agreement”) made on the day and year stated in Section 1 of the Appendix 1 hereto BETWEEN: (1) The person(s) named in Section 2 of the Appendix 1 hereto (hereinafter referred

to as “the Customer”) of the one part; and (2) CIMB ISLAMIC BANK BERHAD (Company No. 671380-H) , a company

incorporated in Malaysia with its registered office at 5th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia, headquarter office at level 34, Menara Bumiputra-Commerce, No 11 Jalan Raja Laut, 50350 Kuala Lumpur and a branch office at the address as stated in Section 4 of the Appendix 1 hereto (hereinafter referred to as “the Bank”) of the other part.

(The Customer and the Bank are hereby referred to as “Parties” and individually referred to as “Party”, as the context may require.) WHEREAS:

Pursuant to the General Facility Agreement dated the day and year stated in Section 5 of the Appendix 1 hereto between the Bank and the Customer, the Bank has agreed at the request of the Customer, to make available or continue to make available the Facility as stated in Section 6 of the Appendix 1 hereto in the principal sum stated in Section 7 of the Appendix 1 hereto, upon the terms and subject to the conditions therein contained. IT IS HEREBY AGREED as follows: 1. In consideration of the Bank having agreed at the request of the Customer to

provide the Facility to the Customer, the Customer and the Bank have entered into an asset sale agreement of even date (hereinafter referred to as the “Asset Sale Agreement”) whereby the Bank has sold and the Customer has purchased the Asset, the particulars of which are more particularly described in Section 8 of the Appendix 1 hereto at the selling price (hereinafter referred to as the “Bank’s Selling Price”) stated in Section 9 of the Appendix 1 hereto on deferred payment basis subject to the terms and conditions therein contained.

2. The Customer hereby sells and the Bank hereby purchases the Asset at the

purchase price more particularly stated in Section 10 of the Appendix 1 hereto (hereinafter referred to as the “Bank’s Purchase Price”).

General Facility Agreement

GFA/BB/1_2009 109 of 115 Revised Date : 14/02/2012

3. Upon execution of this Agreement, all rights title and benefits to the Asset shall be passed to the Bank.

4. The terms and conditions as set out in the General Facility Agreement are hereby

repeated and shall be binding upon the parties hereto and the successor-in-title and assigns of the Bank and the successor-in-title of the Customer.

5. In this Agreement, unless otherwise stated, all terms and references (including

definitions) shall bear the same meaning as designated to them in the General Facility Agreement.

(End of Clauses)

General Facility Agreement

GFA/BB/1_2009 110 of 115 Revised Date : 14/02/2012

IN WITNESS WHEREOF the respective hands of the attorneys of the Bank and the Customer were hereunto written respectively the day and year first as set out Section 1 of the Appendix 1 hereto. The Common Seal of the ) Customer ) was hereunto affixed in accordance ) with its Articles of Association ) in the presence of: ) ………………………………… ………………………………… Director Director/Secretary SIGNED by ) CIMB ISLAMIC as Attorney for ) BANK BERHAD CIMB ISLAMIC BANK BERHAD ) (Company No. 671380-H) ) ) by its Attorney in the presence of: )

…………………………

General Facility Agreement

GFA/BB/1_2009 111 of 115 Revised Date : 14/02/2012

APPENDIX 1 (To be read and construed as an integral part of this Agreement)

Section Item

Particulars

1.

Day and Year of this Agreement

2.

Customer

3.

Address of Customer

4.

Address of Bank

5.

Date and Year of the General facility Agreement

6.

Type of Facility

7.

The Facility Amount

8.

Description of the Asset

General Facility Agreement

GFA/BB/1_2009 112 of 115 Revised Date : 14/02/2012

Section Item

Particulars

9.

The Bank’s Selling Price

10.

The Bank’s Purchase Price

General Facility Agreement

GFA/BB/1_2009 113 of 115 Revised Date : 14/02/2012

SCHEDULE 4

PART A

(Disbursement Notice)

To: CIMB ISLAMIC BANK BERHAD (Company No. 671380-H) Attention: Date: Dear Sirs, ……………………. FACILITY OF *RINGGIT MALAYSIA …………………. (*RM……….) (‘Facility”) GRANTED BY CIMB ISLAMIC BANK BERHAD TO …………………….. (Company No. ……..) (“Customer”) We refer to the Facility of *Ringgit Malaysia ………………(*RM……………) only to be made available by the Bank to ourselves pursuant to the General Facility Agreement dated entered into between the Bank and the Customer (“General Facility Agreement”) and the Asset Purchase Agreement dated entered into between the Customer and the Bank. [*to change if other currency applicable] We hereby: (a) give you notice that we wish you to disburse the amount of *Ringgit Malaysia (*RM ) directly to or

to our Current Account-i, the particulars of which are as follows:.

Bank Account name Account number Amount

(b) confirm that:

(i) the conditions precedent contained in Section 7.01 and other and specific conditions contained in Section 7.03 and Section 7.04 of the General Facility Agreement are satisfied as at the date hereof and we know of no reason why it should not be satisfied as at the date hereof;

General Facility Agreement

GFA/BB/1_2009 114 of 115 Revised Date : 14/02/2012

(ii) the representations and warranties contained in Section 3.01 of the

General Facility Agreement if repeated at the date of this Notice with reference to the facts and circumstances subsisting at the date of this Notice would be true and accurate in all respects;

(iii) no Event of Default under the General Facility Agreement has occurred

which constitute, with the lapse of time and or the giving of notice and/or a relevant determination would constitute a default;

(iv) no extraordinary circumstances or changes of law or other government

action has occurred which shall make it improbable that our business can be carried out or that we shall be able to observe and perform the covenants and obligations on our or their part to be observed and performed under the Transaction Documents and the Security Documents;

(v) the covenants and undertakings contained in the General Facility

Agreement have at all times been complied with; and

(vi) such disbursement is within our powers and has been validly authorized by all appropriate action.

Yours faithfully, For and on behalf of the Customer, …………………………….. Authorised Signatory