PRINCIPAL TERMS AND CONDITIONS OF THE PROPOSAL

BACKGROUND INFORMATION

(a) Issuer

(i) Name : Maxisegar Sdn Bhd

(ii) Address : Suite 2.05, Level 2, Menara Maxisegar

Jalan Pandan Indah 4/2, Pandan Indah,
55100 Kuala Lumpur

(iii) Business Registration No. : 105096 V

(iv) Date/Place of Incorporation : 10 August 1983/Kuala Lumpur

(v) Date of Listing : Not applicable

(vi) Status : Resident controlled company

: Non-bumiputra controlled company

(vii) Principal Activities : Property development and investment

holding

(viii) Board of Directors : 1. Dato’ Lim Poh Tuan

(as at 31 August 2003)
2. Leow Chi Lih
3. Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni
Sultan Salahuddin Abdul Aziz Shah Al-Haj
4. Ong Choon Hoo
5. Dato’ Abdul Rashid bin Ahmad
6. Dato’ Megat Fairouz Junaidi bin Megat
Junid

(ix) Shareholding Structure : Talam Corporation Berhad (100%)

(as at 31 August 2003)

(x) Authorised and Paid-up Capital

(as at 31 August 2003) : Authorised Capital RM4,000,000
Paid-up Capital RM1,710,000

PRINCIPAL TERMS AND CONDITIONS

(a) Names of parties involved in the proposed transaction

i. Principal adviser/lead arranger - Abrar Discounts Berhad

ii. Arranger - Abrar Discounts Berhad

iii. Valuers - Messrs. Colliers, Jordan Lee & Jaafar

iv. Solicitors - Messrs. Shahrizat, Rashid & Lee

v. Financial adviser - None

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 vi. Technical adviser - None

vii. Guarantor - Talam Corporation Berhad

viii. Trustee - PAB Trustee Berhad

ix. Facility Agent - Abrar Discounts Berhad

x. Primary Subscriber and - Abrar Discounts Berhad

(RM250,000,000)
Amount Subscribed

xi. Underwriter and - None (BAIDS shall be fully subscribed

by
Amount Underwritten Primary Subscriber)

xii. Syariah Adviser - Dr Mohd Daud Bakar

xiii. Central Depository - Bank Negara Malaysia

xiv. Paying Agent - Bank Negara Malaysia

xv. Reporting Accountant - Messrs. Ernst & Young

xvi. Others

Security Agent - Abrar Discounts Berhad

(b) Principle

Islamic

(c) Facility Description

Under the Proposal, the Bonds shall be issued pursuant to the Syariah principle of
Al-Bai Bithaman Ajil with Islamic Debt Securities. In this regard, the issuance of the
Bonds must be preceded by sale and purchase transactions of certain identified
asset(s), effected between the Issuer and the Primary Subscriber under the
principle of Al-Bai Bithaman Ajil. To facilitate its issuance the principles of Bai Al-
Inah is applied whereby agreed assets are acquired by the Primary Subscriber
from the Issuer and immediately resold to the latter on a deferred payment basis or
Al-Bai Bithaman Ajil. It is the deferment of the settlement that creates a debt from
this underlying transaction.

In this regard, ADB as the sole Primary Subscriber under the Proposal, would
firstly, purchase from Maxisegar’s the identified assets at a price to be known as
the Purchase Price. The payment of such Purchase Price to Maxisegar by ADB via
RENTAS on the Bonds Issue Date, represents the disbursement of the financing
proceeds under the Proposal.

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 Subsequent to the above transaction, ADB would then sell the same identified
assets to Maxisegar at a price to be known as the Selling Price. The Selling Price
is made up of the Purchase Price and a profit margin, to be made known and
agreed by all the participating parties. The Selling Price would represent the total
amount that Maxisegar is required to repay for the financing proceeds received
earlier, under the first transaction mentioned above. Maxisegar’s obligations
towards the Selling Price shall then be securitised i.e. evidenced via the issuance
of the BaIDS Primary Notes and BaIDS Secondary Notes. The settlement of these
BaIDS Notes shall take place on a deferred basis i.e. in accordance with the
maturity period of the Bonds.

(d) Issue Size

RM250,000,000 (Ringgit : Two hundred fifty million) in the following tranches.

Tranche I Tranche II
RM Million RM Million
Series A 10 Series E 10
Series B 30 Series F 20
Series C 50 Series G 30
Series D 50 Series H 50
140 110
250

(e) Issue Price

Series Face Value Purchase Price

(RM million) (RM million)
Tranche I
A 10.0 9.96
B 30.0 29.64
C 50.0 49.54
D 50.0 48.91

Tranche II
E 10.0 9.96
F 20.0 19.76
G 30.0 29.72
H 50.0 48.91
250.0 246.41

(f) Tenure of the Facility / Issue

The tenure of the facility/issue is 4 years from date of issue and structured in the
following series :-

Tranche I Tranche II

Series A 1 year Series E 1 year

Series B 2 year Series F 2 year
Series C 3 year Series G 3 year
Series D 4 year Series H 4 year

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(g) Profit Rate

The following are the profit rates for the respective BAIDS series :-

Series Coupon
A 7.00%
B 7.00%
C 7.50%
D 7.50%
E 7.00%
F 7.00%
G 7.50%
H 7.50%

(h) Profit Payment Frequency

Semi-annual.

(i) Profit Payment Basis

Actual/365 daycount basis.

(j) Yield to Maturity

The following are the respective yield to maturity for the BAIDS :-

Series Yield to Maturity

A 7.40%
B 7.65%
C 7.85%
D 8.15%
E 7.40%
F 7.65%
G 7.85%
H 8.15%

(k) Security

The BaIDS shall be secured against the following:-

a) Assignment of sales proceeds from the identified phases i.e. Phase 10C,
Phase 13, Phase 18A, Phase 24, Phase 15 and Phase KP (service
apartments) in Taman Puncak Jalil into a Sinking Fund Account;

b) A specific debenture covering a fixed and floating charge on all assets of the
Issuer related to the Project;

c) A first legal charge on all operating accounts/HDA accounts of the phases

involved;

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 d) A Memorandum of Deposit of the following titles pending the issuance of the
individual block titles for the Project held under Title No. HS(D) 145840 PT
51439 Mukim Petaling, Daerah Petaling, Selangor Darul Ehsan :-

i) 26 parcels of contiguous land in Batang Berjuntai as per Appendix I with

open market value of RM300 million; and
ii) 916 sub-divided titles in Bukit Sentosa III as per Appendix II with open
market value of RM61.0 million.

e) Corporate guarantee from Talam Corporation Berhad.

(l) Details on utilisation of proceeds

RM million
Tranche I
a) Third instalment payable to the Selangor State Government in respect of 130.00
the Privatisation Agreement for the construction and development of
Universiti Industri Selangor;
b) To finance costs related to the BAIDS issuance 2.53
c) To pre-fund the Debt Service Reserve Account 5.52
138.05

Tranche II
d) To part finance the following costs related to the Project :-
Local infrastructure cost 18.00
Building cost 75.00
Administrative and development expenses 11.67
Pre-fund Debt Service Reserve Account 3.68

246.40

(m) Sinking Fund

A Sinking Fund Account shall be established with a bank acceptable to the

Security Agent and Trustee to capture the Project’s sales proceeds to meet the
annual redemption of the BaIDS Primary Global Certificates. This account shall be
an Islamic based account and jointly operated by the Trustee and the Security
Agent. The amount due for redemption on the maturity dates of the BAIDS series
shall be made available in the Sinking Fund Account at least 14 days prior to the
respective maturity date of the BAIDS series.

(n) Rating

“AID” by MARC (final rating)

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(o) Form and Denomination

The BaIDS will be scripless and prescribed under the Scripless Securities Trading
System (“SSTS”) maintained by Bank Negara Malaysia and will be represented by
a Primary Global Certificate and a Secondary Global Certificate to be deposited
with BNM. The Global Certificates shall be exchanged for Notes in definitive only
in certain limited circumstances as specified in the Trust Deed. The BAIDS shall be
in denomination of RM1,000,000 each.

The BaIDS is in non-bearer form and shall comprise non-detachable Primary and
Secondary Notes as indicated below :-

Primary Notes Secondary Notes

No. of Face No. of Total Face
Series Face Value Notes Total Face Value Value Notes Value
A 1,000,000 10 10,000,000 35,000 20 700,000
B 1,000,000 30 30,000,000 35,000 120 4,200,000
C 1,000,000 50 50,000,000 37,500 300 11,250,000
D 1,000,000 50 50,000,000 37,500 400 15,000,000
E 1,000,000 10 10,000,000 35,000 20 700,000
F 1,000,000 20 20,000,000 35,000 80 2,800,000
G 1,000,000 30 30,000,000 37,500 180 6,750,000
H 1,000,000 50 50,000,000 37,500 400 15,000,000
250,000,000 56,400,000

(p) Mode of Issue

Bought Deal without prospectus via Fully Automated System for Tendering
(“FAST”) under the Real Time Electronic Transfer of Funds and Securities
(“RENTAS”) managed by BNM in accordance with the “Code of Conduct and
Market Practice for the Scripless Securities Trading System” (“SSTS”) by BNM.

(q) Selling Restriction

Persons as prescribed under Section 4(6) of the Companies Act, 1965 (as
amended).

(r) Listing Status

Not listed.

(s) Minimum Level of Subscription

RM250,000,000.

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(t) Other regulatory approvals required in relation to the issue, offer or invitation and
whether or not obtained

Nil.

(u) Additional information for Islamic PDS

(i) Islamic Principle

Al Bai Bithaman Ajil

(ii) Identified Assets

The following titles pending the issuance of the individual block titles for the
Project held under Title No. HS(D) 145840 PT 51439 Mukim Petaling, Daerah
Petaling :-

· 26 parcels of contiguous land in Batang Berjuntai within Mukim Batang

Berjuntai and Mukim Ulu Tinggi District of Kuala Selangor as per Appendix
I with open market value of RM300 million; and

· 916 sub-divided titles in Bukit Sentosa III all in the Mukim of Serendah,
District of Ulu Selangor as per Appendix II with open market value of
RM61.0 million.

(iii) Purchase Price and Selling Price

Series Tenure Face Value Purchase Price Selling Price

(years) (RM million) (RM million) (RM million)
Tranche I
A 1 10.00 9.96 10.70
B 2 30.00 29.64 34.20
C 3 50.00 49.54 61.25
D 4 50.00 48.91 65.00
140.00 138.06 171.15
Tranche II
E 1 10.00 9.96 10.70
F 2 20.00 19.76 22.80
G 3 30.00 29.72 36.75
H 4 50.00 48.91 65.00
110.00 108.36 135.25
250.00 246.41 306.40

Note : The above Purchase Price and Selling Prices are valid until 31 January 2004. In the event, the
issuance of the BAIDS is not completed by 31 January 2004, the profit rates shall be revised and
the changes shall be submitted to SC again for approval.

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(v) Conditions precedent

(a) Board Resolution of the Issuer authorising the issuance of the BaIDS;

(b) The Subscription Agreement, Trust Deed, the Agency Agreement, Depository
Agreement, and any other necessary documents as advised by the legal
counsel shall have been duly executed by the parties thereto and endorsed as
exempted under the Stamp Duty Exemption (No.23) Order 2000;

(c) The Facility Agent has received a list of the Issuer’s authorised signatories and
their respective specimen signatures;

(d) The Facility Agent has received an auditor’s confirmation that the locked-in
sales for the Project has been achieved as follows :-

Tranche I (RM140 million) - Locked-in sales with remaining

billings of at least RM200.2 million
/ 1.43 times.

Tranche II (RM110 million) - Locked-in sales with remaining

billings of at least RM157.3 million
/ 1.43 times.

(e) The Facility Agent has received a confirmation from the Issuer that apart from
the disclosed existing indebtedness, there are no other bank borrowings;

(f) The Facility Agent has received approvals from the Securities Commission
and/or BNM including compliance with the requirements of the Controller of
Foreign Exchange and any other relevant authorities in respect of the issue;

(g) Winding-up search conducted on the Issuer with the Official Receiver’s office
confirming that the Issuer has not been wound up;

(h) Written confirmation from the solicitors on the validity and enforceability of all
financing and security documents and that all conditions precedent set out
above have been complied with;

(i) Evidence that the BaIDS have obtained a minimum rating of “A-“ by Malaysia
Rating Corporation Berhad (“MARC”);

(j) All relevant licences, approvals and permits required for the undertaking of the
Project shall be in place;

(k) All prescribed security shall be in full force and effect;

(l) Evidence that all fees due and payable under the BaIDS and in connection with
the preparation thereof shall have been settled by the Issuer;

(m) Evidence that the Sinking Fund Account and BAIDS Proceeds Account has
been opened with a bank acceptable to the Security Agent and Trustee;

(n) The Facility Agent has received an undertaking from the shareholders to
subordinate any loans/advances made to the Issuer;

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 (o) Receipt of the Syariah Advisor’s opinion stating that the BaIDS documentation
is in compliance to Syariah principles;

(p) The Facility Agent has received a satisfactory legal opinion from the Legal
Counsel as to the validity and enforceability of all legal documentation; and

(q) Any other conditions as may be imposed by the Arranger and/or the legal
counsel at a later stage.

(w) Representations and warranties

a) The Issuer is a limited liability company duly incorporated and validly existing in
accordance with and is governed by the laws of Malaysia;

b) The Issuer has the authority to enter into the BAIDS agreements and all other
Security documents;

c) The BAIDS agreements and Security documents are in full force and effect and
constitute the valid, binding and enforceable obligations of the Issuer;

d) No event of default has occurred and there is no encumbrance on the assets of

the Issuer except as permitted herein;

e) There is no litigation or arbitration that will materially and adversely effect the
ability of the Issuer to perform its obligations under the BAIDS Agreement to
which it is a party save as disclosed;

f) The financial statements and other information supplied are true and accurate
in all material respects and not misleading except that, where the warranted
information is a forecast, the warranty will be to the effect that the forecast has
been made on the basis of assumptions which were reasonable at the time
when they were made and after due inquiry;

g) The performance by the Issuer of its obligations under the BAIDS to which it is
a party will not contravene any existing applicable law, conflict with any
agreement to which the Issuer is a party or contravene its Memorandum and
Articles of Association;

h) All consent, authorization, licenses or approvals required by the Issuer to enter

into and perform its obligations under the BAIDS to which it is a party has been
obtained;

i) There has been no material adverse change in the financial position of the
Issuer from that set forth in the financial statements provided in accordance
with the terms of the BAIDS;

j) The Issuer has complied and will continue to comply with the terms of all
consents, authorizations, licenses or approvals required to conduct its business
and two own its assets; and

k) The Issuer is in compliance and will continue to comply with any applicable
laws and regulations.

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(x) Events of default

Events of Default shall include but not limited to any of the following events:

(a) The Issuer fails to observe or perform any of its obligations under the Issue
Documents;

(b) A Cross Default by the Issuer in any of its other indebtedness;

(c) The Issuer becomes or is declared insolvent;

(d) The Issuer ceases or threatens to cease to carry business;

(e) An encumbrancer takes possession of, or a receiver is appointed in respect of

the assets of the Issuer and/or the Subsidiaries;

(f) It becomes unlawful for the Issuer to comply with any of its obligations under
the Issue Documents;

(g) Any event or circumstances which, in the opinion of the Trustee will materially
affect the Issuer’s and/or the Subsidiaries ability to comply with its obligations
under the BAIDS; and

(h) The rating of the BAIDS falls below “BBB” rating by MARC or RAM .

(y) Principle terms and conditions for warrants (where applicable)

Not applicable.

(z) Other principal terms and conditions for the issue

i) Definition of Project

The project is known as Taman Puncak Jalil which is situated on the

development land held under titles H.S.(D) 145840 and 146408 P.T. No. 51439
and 51440 Mukim Petaling, Daerah Petaling, Selangor Darul Ehsan. The
development covers an area measuring 801 acres and is an integrated and
self-contained mixed development. The Gross Development Value of Taman
Puncak Jalil is estimated to be about RM2.5 billion.

ii) Description of Bukit Sentosa III land

Bukit Sentosa III is an ongoing township development which borders the south-
east side of Bukit Beruntung Interchange of the North South Expressway.
Kuala Lumpur City Centre is located approximately 45 km due south. The
proposed development is sited on a piece of freehold land measuring 1,010.4
acres. The ongoing development project of Bukit Sentosa is an integrated
project providing a mix of industrial, commercial and residential units and
recreational facilities.

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iii) Description of Batang Berjuntai land

The Batang Berjuntai land covers 3,000 acres of leasehold land located
adjacent to the proposed UNISEL campus approximately 44 kilometres from
the town of Batang Kali and Kuala Selangor.

iv) Positive Covenants

Covenants usual and customary for a Facility of such nature shall apply
including but not limited to the following:-

a) The Issuer shall ensure continuous compliance with the SC’s requirements
and conditions, including but not limited to the following:-

i) compliance with the SC’s Guidelines on the Offerings of Private Debt

Securities;
ii) compliance with the SC’s requirements and conditions imposed under
the Securities Commission Act; and
iii) compliance with the requirements of the Controller of Foreign
Exchange under the Exchange Control Guidelines.

b) The Issuer shall ensure that 80% of its locked-in sales shall be supported
with end-financing facilities within 6 months from the date of achievement of
locked-in sales;

c) The Issuer will provide half-yearly management financial statements within

90 days of each half-year and year end audited financial statements within
150 days of each financial year end;

d) The Issuer shall ensure that its Gearing Ratio shall not exceed 2.50 times
throughout the tenure of the BAIDS;

e) The Issuer shall provide the Facility Agent a monthly progress report on the
Project;

f) Maintain its corporate existence and its right to carry on operations;

g) Preserve and keep in force and effect all consents, licences and rights
necessary for the conduct of its business;

h) Comply with all applicable laws and regulations;

i) Obtain and promptly renew from time to time and comply with the terms
and conditions of all consents and authorizations which may be required
under any applicable law or regulation;

j) Comply at all times with the terms and conditions of the BAIDS;

k) Open and maintain each of the required designated accounts and pay all
amounts into such accounts and make all payments from such accounts,
only as permitted under the BAIDS Agreement;

l) Notify the Trustee of claims against the Issuer which would have a material
adverse effect upon the ability of the Issuer to perform its obligations under

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 the BAIDS , will defend itself against such claims and will not settle such
claims except with the prior consent of the Trustee, such consent not to be
unreasonably withheld or delayed;

m) Take such steps as may have been notified by the Trustee following the
occurrence of an Event of Default to remedy or mitigate the effect of the
Event of Default or any other step as the Trustee may reasonably request;

n) Maintain in full force and effect all the relevant insurances required for its
operations;

o) Prepare accounts in accordance with all relevant laws and accounting

principles and practices general accepted in Malaysia;

p) Conduct transactions with any of its affiliates on an arms length basis, and

q) Permit the Facility Agent/Security Agent or its representatives at any

reasonable time and from time to time upon reasonable notice to visit and
inspect the Project.

v) Negative Covenants

As long as any of the BAIDS series is outstanding, the Issuer is prohibited from
the following :-

a) amend its Memorandum and Articles of Association in a manner

inconsistent with the BAIDS Agreement;

b) reduce its paid-up share capital;

c) substantially change its principal activities or operations;

d) dissolve its affairs;

e) permit any change in its existing shareholders or shareholdings;

f) enter into any amalgamation, demerger, reconstruction or winding up of

the Issuer or any of its subsidiaries, transfer or assign any or all of their
rights in or title to or interest in the license(s) necessary for the operations
of the Issuer;

g) take any action or fail to perform any duty which will or might reasonably
be considered likely to cause or lead or contribute to a breach revocation
or termination of the Contract;

h) cancel, surrender, abandon or otherwise amend any project documents in

relation to the Contract or BAIDS Documents in any way which has a
material adverse effect upon the ability of the Issuer to perform its
obligations under the BAIDS;

i) cancel, surrender, abandon or otherwise amend related licenses, grants or

agreements in any way which has a material adverse effect on the rights of
the Issuer unless imposed by any applicable legislation or authorities;

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 j) utilize the BAIDS proceeds for any purpose other than as approved by the
Securities Commission;

k) pay any dividend or make any advances to any of its shareholders;

l) incur, assume, guarantee or permit to exist any further indebtedness

without the prior written consent of the Trustee;

m) make or permit to exist loans or lend or make advances to or issue any

guarantees or indemnities for the benefit of or incur any contingent liability
in respect of the obligations of any of its shareholders or directors or
subsidiary or associate or related company or any person firm company or
others or make investments in other companies or enterprises;

n) create any mortgage, charge, pledge, lien, rights of set off or any security
interests of any nature over all or any part of the lands, properties, assets,
business or undertaking, both present or future of the Issuer or any rights
or interests therein;

o) amend or terminate any insurance policies the value of which is

considered material; and

p) do or suffer to be done any act, matter or thing whereby any insurance

may be rendered void, voidable or incapable of being effected, maintained
or renewed.

vi) Other Covenants

a) The shareholders of Maxisegar shall undertake to inject additional

advances to meet any cost overruns under the Project; and

b) All shareholders’ advances shall be subordinated to the BAIDS.

vii) Designated Accounts

BAIDS Proceeds Account

A BAIDS Proceeds Account shall be created wherein all proceeds from the
BAIDS issue will be remitted. The BAIDS Proceeds Account shall be solely
operated by the Security Agent and all withdrawals for work done shall be
against the relevant certification of work done by the Contract
engineers/consultants/architects and/or other approved documentary evidence
including invoices acceptable to the Security Agent.

Sinking Fund Account

A Sinking Fund shall be created to capture the Project’s sales proceeds to

meet the annual redemption of the BaIDS Primary Global Certificates. This
account shall be jointly operated by the Trustee and the Security Agent. The
amount due for redemption on the maturity dates of the BAIDS series shall be
made available in the Sinking Fund Account at least 14 days prior to the
respective maturity date of the BAIDS series.

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Debt Service Reserve Account

A Debt Service Reserve Account shall be created by the Issuer to reserve

funds for the redemption of Secondary Notes falling due within the next 6
months. The Issuer is required to maintain this account from the date of the first
BAIDS issue until the maturity of the final BAIDS series.

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