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PRINCIPAL TERMS AND CONDITIONS OF THE PROPOSAL

2. Principal Terms and Conditions

(a) Names of parties involved in the proposed transaction

(i) Principal Adviser(s)/Lead Arranger(s)

Deutsche Bank (Malaysia) Berhad

(ii) Arranger(s)

None

(iii) Valuers

City Valuers & Consultants Sdn Bhd

(iv) Solicitors

For the Lead Arranger:

Zaid Ibrahim and Co.

For the Originators:

Lee Choon Wan & Co.

(v) Financial adviser

None

(vi) Technical Adviser

None

(vii) Guarantor

None

(viii) Trustee

HSBC (Malaysia) Trustee Berhad

(ix) Facility Agent

Deutsche Bank (Malaysia) Berhad

(x) Primary Subscriber(s) and Amount Subscribed

None

(xi) Underwriter(s) and amount underwritten

None

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(xii) Syariah Adviser

Dr Mohd Daud Bakar

(xiii) Central Depository

Bank Negara Malaysia

(xiv) Paying Agent

Bank Negara Malaysia

(xv) Reporting accountants

For the Originators: Ernst & Young

For the Issuer: Moore Stephens Associates & Co.

(xvi) Others

(A) Corporate Administrator -Corporatehouse Services Sdn Bhd. The CorporateAdministrator will provide corporate administrative services to the Issuer.

(B) Transaction Administrator HSBC (Malaysia) Trustee BerhadThe Transaction Administrator will provide certain administrative services tothe Issuer in relation to the management of the accounts and Issuerspayment obligations to various parties.

(C) Tax Advisers - Ernst & Young Tax Consultants Sdn. Bhd.

(D) Share Trustees Dato Kamaruddin Bin Mohd Jamal and Chandrasegarana/l Ramasamy. The Share Trustees will hold 100% of the ordinary shares intrust for the benefit of certain charities pursuant to the terms of a declarationof trust.

(E) Advising Merchant Bank (in relation to the disposal of the plantation assets) -Alliance Merchant Bank Berhad.

(F) Lessor - ABS Plantation Assets Berhad

(G) Lessees - Benta Plantations (Perak) Sdn Bhd, Syarikat Kaum Melayu HilirPerak Sdn Bhd and Tahir, Rozlan & Tasariff Sdn Bhd

(H) Lease Guarantor - Multi Vest Resources Berhad

(I) Subscriber - Deutsche Bank (Malaysia) Berhad

The role of the subscriber will be to subscribe for the 100% of the OfferingNotes to be issued.

The Notes will be issued via private placement without prospectus on aBest Effort Basis. Once the yield to maturity and final issue size isfinalized, Deutsche Bank (Malaysia) Berhad will inform the SC prior to theissuance of the Notes.

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(b) Islamic principle used

Bai Bithaman Ajil (BBA)

In accordance with such principle:

(i) the SPV and the Primary Subscriber will enter into an asset purchase agreement(the Class A Asset Purchase Agreement) pursuant to which the SPV will sell to thePrimary Subscriber the Class A Asset (as described below) for a cash amount (theClass A Asset Purchase Price). Immediately after the execution of the Class AAsset Purchase Agreement, the Primary Subscriber and the SPV will enter into anasset sale agreement (the Class A Asset Sale Agreement) pursuant to which thePrimary Subscriber will sell the Class A Asset back to the SPV at a price which isequivalent to the Class A Asset Purchase Price and a profit element (the Class AAsset Sale Price). The SPV will issue the Class A Notes to the Primary Subscriberwhich represent the SPVs obligation to pay the Class A Asset Sale Price. TheClass A Asset Sale Price is payable over a period of 10 years, subject to earlyredemption as described in this term sheet. The Class A Notes will comprise ofPrimary Class A Notes and Secondary Class A Notes. The Secondary Class ANotes will represent profit.

Class A Asset would comprise of the rights of the SPV under the Sale andPurchase Agreements in relation to properties held under the following titles:

1. H.S. (D) L.P 11038, Lot 11501, Mukim Durian Sebatang, Daerah HilirPerak, Negeri Perak;

2. H.S.(D) L.P 11039, Lot 5936, Mukim Changkat Jong, Daerah Hilir Perak,Negeri Perak; and

3. H.S. (D) L.P 100/75, Lot 7362, Mukim Changkat Jong, Daerah Hilir Perak,Negeri Perak.

The value of the Class A Asset is expected to be RM 50,136,000 based on themarket valuation of the relevant land. The Class A Asset Purchase Price isexpected to be approximately RM46,000,000 i.e. 91.8% of the value of the Class AAsset and therefore complies with the Securities Commissions requirements on thepricing of assets in connection with Islamic financing. The Class A Asset Sale Priceis expected to be approximately RM71,000,000, being the aggregate of the Class AAsset Purchase Price and the profit element.

(ii) the SPV and the Primary Subscriber will enter into an asset purchase agreement(the Class B Asset Purchase Agreement) pursuant to which the SPV will sell to thePrimary Subscriber the Class B Asset Purchase Price (as described below).Immediately after the execution of the Class B Asset Purchase Agreement, thePrimary Subscriber and the SPV will enter into an asset sale agreement (the ClassB Asset Sale Agreement) pursuant to which the Primary Subscriber will sell theClass B Asset back to the SPV at a price which is equivalent to the Class B AssetPurchase Price and a profit element (the Class B Asset Sale Price). The SPV willissue the Class B Notes to the Primary Subscriber which represent the SPVsobligation to pay the Class B Asset Sale Price. The Class B Asset Sale Price ispayable over a period of 10 years, subject to early redemption as described in thisterm sheet. The Class B Notes will comprise of Primary Class B Notes andSecondary Class B Notes. The Secondary Class B Notes will represent profit.

Class B Asset would comprise of the rights of the SPV under the Sale andPurchase Agreements in relation to properties held under the following titles:

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1. H.S (D) L.P 11040 Lot 7280, Mukim Changkat Jong, Daerah Hilir Perak, Negeri

Perak;

2. H.S. (D) L.P 11041 Lot 7281, Mukim Changkat Jong Daerah Hilir Perak, Negeri

Perak;

3. H.S. (D) L.P 11042, Lot 7258, Mukim Changkat Jong, Daerah Hilir Perak,

Negeri Perak.

The value of the Class B Asset is expected to be RM 40,985,000 based on themarket valuation of the relevant land. The Class B Asset Purchase Price isexpected to be approximately RM40,000,000 i.e. 97.6% of the value of the Class BAsset and therefore complies with the Securities Commissions requirements on thepricing of assets in connection with Islamic financing. The Class B Asset Sale Priceis expected to be approximately RM71,000,000, being the aggregate of the Class BAsset Purchase Price and the profit element.

(iii) the Issuer and the Originators will enter into asset purchase agreement pursuant towhich the Issuer will sell the Class C Asset (as described below) for cash, which willbe set-off with the balance purchase price owing by the Issuer to the Originatorsunder each of the Sale and Purchase Agreements which are to be satisfied by theissuance of the Subordinated Notes. Immediately thereafter, the Originators and theIssuer will enter into asset sale agreement pursuant to which the Originators will sellthe Class C Asset to the Issuer at a price which is equivalent to the purchase priceand a profit element. The SPV will issue the Subordinated Notes to the PrimarySubscriber which represent the SPVs obligation to pay the Class C Asset SalePrice. The Class C Asset Sale Price is payable over a period of 10 years, subject toearly redemption as described in this term sheet. The Subordinated Notes willcomprise of Primary Subordinated Notes and Secondary Subordinated Notes. TheSecondary Subordinated Notes will represent profit.

Class C Asset would comprise of the rights of the SPV under the Sale andPurchase Agreements in relation to properties held under the following titles:

1. H.S. (D) L.P 11037, Lot 10052, Mukim Durian Sebatang, Daerah Hilir Perak,Negeri Perak.; and

2. H.S. (D) L.P 11038, Lot 11501, Mukim Durian Sebatang, Daerah Hilir Perak,Negeri Perak.

The value of the Class C Asset is expected to be RM84,710,000 based on themarket valuation of the relevant land. The Class C Asset Purchase Price isexpected to be approximately RM 66,000,000 i.e. 77.9% of the value of the Class CAsset and therefore complies with the Securities Commissions requirements on thepricing of assets in connection with Islamic financing. The Class C Asset Sale Priceis expected to be approximately RM 294,000,000 being the aggregate of the ClassC Asset Purchase Price and the profit element.

(c) Facility Description

The Notes will be asset backed notes, secured by the Secured Property (as defined below).The expected sources of repayment for the Notes are the Lease Rental Payments and thesales proceeds to be received from the Lease Guarantor from the exercise of the PurchaseOption (as defined below) (or from sale of the Assets (as defined below) in the event thatthe Purchase Option is not exercised).

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(d) Issue Size (RM)

Aggregate issue size of up to RM175 million comprising of Senior Notes of Class A Notes ofup to RM50 million and Class B Notes of up to RM45 million and Subordinated Notes of upto RM80 million.

(e) Issue Price (RM)

The Senior Notes will be issued at a discount to par. The Subordinated Notes will be issuedat par.

(f) Tenor of the facility/issue

The Notes will have the following Maturity Dates:

(i) Class A Notes: Expected/Legal Maturity Date 9 years/ 10 years;(ii) Class B Notes: Expected/Legal Maturity Date 9 years/ 10 years; and(iii) Subordinated Notes: Expected/Legal Maturity Date 9 years/ 10 years

It is expected that the Lease Guarantor will exercise its Purchase Option at the end of yearnine and that the proceeds will applied for the early redemption of the Notes in full at thattime. The expected maturity of the Notes is therefore one year prior to the final maturity.

(g) Coupon / profit or equivalent rate (%)

The profit rates will be determined prior to the issue.

The indicative profit rates are as follows:

(i) Class A Notes : 6.00%(ii) Class B Notes : 6.75%(iii) Subordinated Notes : 35.00%

In year 10, the profit rates on all classes of Senior Notes will increase by 1.00%. Thisincrease have been taken into account in the total selling price referred to in item (u) below.

(h) Coupon / Profit Payment frequency and basis

Semi-annual in arrears for the Senior Notes. In the case of the Subordinated Notes,payment of profits is on the maturity date of the Subordinated Notes.

Basis: actual day/365 day

(i) Yield to Maturity (%)

The yield to maturity will be determined prior to the issue.

(j) Security / Collateral

The security to be created by the Issuer:

(i) First charge over the Assets (as defined below).

(ii) First assignment over the sale and purchase agreements and the lease agreementin respect of the Assets and rights under the Lease Guarantee and PurchaseOption Agreement (as defined below).

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(iii) First charge and assignment over (a) the Collection Account (as defined below), (b)the Reserve Account (as defined below) and (c) the Capital Expenditure Account(as defined below).

(iv) Fixed and floating charge over all other assets of the Issuer.

(k) Details on utilisation of proceeds

(i) For the Issuer:

The issue proceeds of the Notes will be utilized by the Issuer as follows:

(A) up to RM3,500,000 will be deposited into the Reserve Account;

(B) approximately RM1,400,000 for the transaction fees, costs and expenses;and

(C) the remaining balance of the issue proceeds will be used to part finance thepurchase of the Assets from the Originators

(ii) For the Originators:

The proceeds from the purchase of the Assets will be utilised by the Originators to:

(A) approximately RM62.8 million for the purpose of financing the acquisition byBPSB of shares in Pinehill Ventures Ltd, a company incorporated in Labuan(including refinancing a bridging loan of up to RM20,000,000 proposed tobe provided by the Lead Arranger, if any part of it has been drawndown);

(B) approximately RM8,500,000 for the purpose of repaying BPSBs existingfacility with Alliance Merchant Bank Berhad;

(C) approximately RM12,200,000 for working capital requirements; and

(D) approximately RM1,500,000 for the expenses for the acquisition by BPSBof shares in Pinehill Ventures Ltd.

(l) Sinking Fund

None

(m) Rating

(i) Class A Notes : AAA (Indicative)(ii) Class B Notes : AA (Indicative)

Subordinated Notes will not be rated.

Credit Rating Agency : Malaysian Rating Corporation Berhad (MARC)

(n) Form and Denomination

The Notes shall be issued in accordance with (1) the Code of Conduct and MarketPractices for the Malaysian Corporate Bond Market issued by the Institut Peniaga BonMalaysia and approved by BNM (IPBM Code) and (2) the Rules on the ScriplessSecurities under the Real Time Electronic Transfer of Funds and Securities (Rentas)system issued by BNM (Rentas Rules) and (3) the Rules on Fully Automated System forIssuing/Tendering (FAST) issued by BNM (FAST Rules), or their replacement thereof(collectively the Codes of Conduct) applicable from time to time. The Rentas Rules shall

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prevail to the extent of any inconsistency between the Rentas Rules and the IPBM Code.The Notes shall be initially represented by a global certificate in bearer form to be depositedwith BNM, and is exchangeable for definitive notes only in certain limited circumstances asspecified in the trust deed for the Notes. The Notes will be issued in denominations andmultiples of RM1000 each.

(o) Mode of Issue

Private placement without prospectus

(p) Selling Restriction

The Notes (other than the Subordinated Notes) may not be offered or sold, directly orindirectly, nor may any documents or other material in connection therewith be distributed,in Malaysia, other than to such persons to whom the offer or invitation to purchase theNotes (as defined below) would be an excluded offer as prescribed in section 38(1) orexcluded issue as prescribed in section 39(1) of the Securities Commission Act 1993, andwould also fall within Schedule 5 of the Securities Commission Act 1993.

The Subordinated Notes are non-transferable and non-tradable.

(q) Listing Status

The Notes will not be listed on any exchange.

(r) Minimum Level of Subscription (RM or %)

The Senior Notes will be 100% subscribed by Deutsche Bank (Malaysia) Berhad and theSubordinated Notes will be fully issued to the Originators as part consideration for theAssets.

(s) Other regulatory approvals required in relation to the issue, offer or invitation andwhether or not obtained

Deutsche Bank (Malaysia) Berhad has obtained the approval of the SC for the proposedwaiver from complying with the requirements of paragraphs 4.01(3) and (5) of theGuidelines on the Offering of Asset-Backed Securities in relation to the Notes via letterdated 14 June 2005.

Other than the approval of the SC, there are no other regulatory approvals required inrelation to the issue, offer or invitation.

However, the following regulatory approvals are required for the transfer of the Assets to theIssuer:

- the SC (under Section 32(2)(g) of the SCA);

- the Foreign Investment Committee;

- the Estate Land Board; and

- the Menteri Besar of Perak

Further the approval of the Menteri Besar of Perak is required for the lease and charge ofthe Assets.

All of the above approvals are conditions precedent to the issue, have been applied for andare still pending.

(t) Identified Assets

Rights under the Sale and Purchase Agreements (as further described under paragraph (b)above).

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(u) Purchase and selling price/rental (where applicable)

Total purchase price: Approximately RM152,000,000Total selling price: Approximately RM436,000,000

(v) Condition Precedent

To include but not be limited to, the following:

(i) Transaction documents

The transaction documents having been signed and endorsed as exempted fromstamp duties.

(ii) The Issuer

The following documents being delivered to the Lead Arranger:

(A) Certified true copies of the Certificate of Incorporation, and theMemorandum and Articles of Association, Forms 24 and 49 of the Issuer.

(B) A certified true copy of a board resolution of the Issuer authorising, amongothers, the execution of the transaction documents.

(C) A certified true copy of the approval from the shareholders of Multi VestResources Berhad, approving the sale of the Assets to the Issuer, ifrequired.

(D) A list of the Issuers authorised signatories and their respective specimensignatures.

(E) A report of the relevant company search conducted at the CompaniesCommission of Malaysia in respect of the Issuer.

(F) A report of the relevant winding up search or the relevant statutorydeclaration of the Issuer.

(G) A copy of the valuation report setting out, amongst others, the currentmarket values as at a date no earlier than an agreed date prior to the IssueDate of the Notes.

(iii) General

(A) The respective approvals from the SC, FIC and other authorities for thetransfer, the lease and the charge of the Assets (where required) beinggiven.

(B) Such notices of assignment to or consents from relevant counterpartiesrequired under the transaction documents having been given or obtained.

(C) The transfer, the lease and the charge of the Assets, together with alldocuments required to be deposited with the relevant land authority to effectregistration, have been presented to the relevant land office/ land registryfor registration, under the National Land Code.

(D) The Notes receiving the rating acceptable to the Lead Arranger.

(E) The delivery of a legal opinion addressed to the Lead Arranger and theTrustee advising with respect to, among others, the legality, validity andenforceability of the transaction documents, the sale of the Assetsconstitutes a true sale from the legal perspective, and a confirmation fromthe solicitors of the Lead Arranger addressed to the Lead Arranger that allthe conditions precedent have been fulfilled.

(F) Such comfort letters from the accountants and tax and other advisers asmay be required by the Lead Arranger.

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(w) Representations and Warranties

The representations and warranties of the Issuer in relation to the issue of the Notes willinclude, but not limited to, the following:

(i) the Issuer is a company with limited liability duly incorporated and validly existingunder the laws of Malaysia and has power to carry on its businesses and to own itsproperty and assets and has complied with all legal requirements required for itsbusiness;

(ii) the constitution documents of the Issuer incorporate provisions which authorise, andall necessary corporate and other action has been taken to authorise, and allconsents, approvals of any governmental agency have been duly obtained and arein full force and effect which are required to authorise the Issuer to execute anddeliver and perform the transactions contemplated in the transaction documents towhich the Issuer is a party in accordance with their respective terms;

(iii) the transaction documents to which the Issuer is a party are, or will when executedbe, in full force and effect and constitutes, or will when executed constitute, validand legally binding obligations of the Issuer, enforceable in accordance with theirrespective terms, and

(iv) warranties with respect to the Issuers business.

The representations and warranties of each Originator under the Sale and PurchaseAgreement will include, but not be limited to, the following:

(i) the Originator is the sole legal and beneficial owner of the Assets and of all rightsunder any and all agreements to be identified relating to the Assets (the RelatedContracts);

(ii) no encumbrance or security interest exists in relation to its rights, title and interest inthe Assets and the Related Contracts;

(iii) it holds all documents necessary to enforce the provisions of each RelatedContract;

(iv) it has disclosed to the Issuer all relevant Related Contracts;

(v) it is lawfully entitled to sell the Assets and Related Contracts upon the terms andconditions of the relevant Sale and Purchase Agreement and, unless otherwisedisclosed, no consent to the sale and assignment of the Assets and RelatedContracts is required to be given by any person;

(vi) legal and beneficial ownership of the Assets and Related Contracts will vest in theIssuer free and clear of all encumbrances, subject to the terms and conditions of therelevant Sale and Purchase Agreement;

(vii) unless otherwise disclosed, it maintains appropriate insurance policies in respect ofthe Assets and such policies are in full force and effect and all premiums due havebeen paid;

(viii) the Originator is a company incorporated in Malaysia; and

(v) the Originator is a going concern.

(x) Events of Default

To include but not be limited to, the following:

(i) the Issuer fails to pay any amount due under the Notes (other than theSubordinated Notes) on the due date for payment of any such amount;

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(ii) the Issuer fails to perform or observe any other provision of a TransactionDocument (as described below) (other than the obligation referred to in paragraph(i) above), where the Trustee is of the opinion that such failure has or will have amaterial adverse effect and if the failure is remediable, the failure is not remediedwithin 30 days after written notice from the Trustee requiring the Issuer to rectifythem;

(iii) an insolvency event occurs in respect of the Issuer;

(iv) if at any time following the last date that Multi Vest can exercise the option topurchase the Assets, the Trustee determines that the sale of the Assets will notrealise sufficient moneys to repay the Notes (other than the Subordinated Notes) infull on the Expected Maturity Date;

(v) a resolution to wind up the Issuer has been passed;

(vi) where a scheme of arrangement under section 176 of the Companies Act 1965 hasbeen instituted against the Issuer;

(vii) where a receiver has been appointed over the whole or a substantial part of theassets of the Issuer;

(viii) where any other indebtedness of the Issuer becomes due and payable prior to itsstated maturity or where the security created for any other indebtedness becomesenforceable;

(ix) where there is revocation, withholding or modification of a licence, authorisation orapproval that impairs or prejudices the Issuers ability to comply with the terms andconditions of the Notes or the provisions of the Trust Deed or any other documentrelating to the issue, offer or invitation in respect of the Notes;

(x) all or any part of any Transaction Document is or becomes void, illegal, invalid,unenforceable or of limited force and effect;

(xi) the Issuer ceases to be the owner of the Assets; and

(xii) any of the Originators fails to pay the Rescission Amount (see below) upon therelevant Sale and Purchase Agreement being rescinded.

Upon the declaration of an Event of Default, the outstanding amount under the Notes willimmediately be due and payable and the security for the Notes is enforceable.

(y) Principal terms and conditions for warrants

Not applicable.

(z) Other principal terms and conditions for the issue

Please find additional key information relation to the transaction enclosed below:

(i) Assets

The assets to be securitised (the Assets) are properties held under issuedocuments of title:

(A) HS(D)LP 11039, Lot No. 5936, Mukim Changkat Jong, Perak;

(B) HS(D)LP 11042, Lot No. 7258, Mukim Changkat Jong, Perak;

(C) HS(D)LP 11040, Lot No. 7280, Mukim Changkat Jong, Perak;

(D) HS(D)LP 11041, Lot No. 7281, Mukim Changkat Jong, Perak;

(E) HS(D)LP 100/75, Lot No. 7362, Mukim Changkat Jong, Perak;

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(F) HS(D)LP 11037, Lot No. 10052, Mukim Durian Sebatang, Perak; and

(G) HS(D)LP 11038, Lot No. 11501, Mukim Durian Sebatang, Perak,

together with all buildings erected thereon and certain fixtures used by the Originators inits business operations at the Assets (including machinery and other items to be notifiedby the Originators to the Issuer prior to the completion of the sale and purchase of theAssets).

(ii) Sale and Purchase of the Assets

Under the Sale and Purchase Agreements, the Assets will be transferred from theOriginators to the Issuer at market value. The relevant Originator for propertiesdescribed in (B), (C), (D), (F) and (G) above is BPSB, the relevant Originator forproperties described in (A) above is SKMH and the relevant Originator for propertiesdescribed in (E) above is TRT.

The purchase price will be payable by the Issuer to the Originators partly in cash fromthe issue proceeds of the Senior Notes and partly in the form of Subordinated Notes.

(iii) Rescission of the Sale and Purchase Agreement

If there has been a breach of representation or warranty by the Originator which isnot capable of being remedied or being capable of being remedied, but theOriginator fails to remedy within 14 days, all of the Sale and Purchase Agreementsmay be rescinded and then the Originators will pay the Rescission Amount (asdescribed below) to the Issuer and all expenses incurred or to be incurred by theIssuer, if any. All proceeds received by the Issuer as a result of the Sale andPurchase Agreements being rescinded will be applied in the order described underthe heading Rescission Waterfall (as described below).

The Rescission Amount will be equal to:

(A) the outstanding amount under the Primary Senior Notes; and

(B) the outstanding amount under the Primary Subordinated Notes.

(iv) The Lease Agreement

The lease between the Issuer and the respective Originators will commence on the IssueDate and be for a period of up to 30 years. The Lease will be net leases whereby theLessees are responsible for all costs and expenses relating to the Assets including suchcosts and expenses in respect of the operation, maintenance and repair of the Assets(including without limitation, real estate taxes and insurance). The Lessees shall beobliged to pay all Lease Rental Payments (as defined below) during the term of theLeases without set-off, deduction or counterclaim.

(v) The Lease Rental Payment

The lease rental payments payable by the Lessees to the Issuer (the Lease RentalPayment) shall be due on the 7th day prior to each Payment Date (see below) (each, aLease Payment Date). The indicative amounts of the combined total of the LeaseRental Payments under the Leases are as follows:

Lease Payment Date Indicative Amount

1st RM4,733,750

2nd RM4,733,750

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3rd RM5,246,800

4th RM5,246,800

5th RM5,592,000

6th RM5,592,000

7th RM5,737,200

8th RM5,737,200

9th RM5,853,600

10th RM5,853,600

11th RM5,293,600

12th RM5,293,600

13th RM5,535,600

14th RM5,535,600

15th RM5,375,200

16th RM5,375,200

17th RM5,102,000

18th RM5,102,000

19th RM4,950,400

20th RM4,950,400

(vi) Lessees covenants under the Lease Agreement

The Lessees must among others:

(A) maintain and operate the Assets in compliance with all applicable laws andregulations in a manner consistent with the standards of operation andmaintenance employed prior to the sale of the Assets to the Issuer, normalwear and tear excepted;

(B) cause to be carried and maintained with respect to the Assets suchinsurance in such forms and with such insurers as is common within therelevant industry;

(C) utilise any proceeds from insurance carried and maintained with respect tothe Assets to improve or restore the value of the Assets; and

(D) only incur indebtedness for borrowed moneys which ranks junior to theLessees obligations to the Issuer.

The Lessees shall not among others:

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(A) expose the Assets to risk of damage;

(B) transfer, part with or share the possession of the Assets;

(C) allow the interest of the Lessor in the Assets or any part thereof to beprejudiced;

(D) expose the Lessor to liability;

(E) make any replacement, alteration or addition which could mean that theAssets is not readily identifiable as the Issuers or which may lead to areduction in the value of the Assets; or

(F) create or allow to come into existence an encumbrance (other thanpursuant to the Transaction Documents) which affects the Assets or anypart thereof.

(vii) Lease Guarantee

The holding company of the Lessees, Multi Vest Resources Berhad (the LeaseGuarantor), will provide a guarantee to the Lessor in respect of the Lease RentalPayments payable by the Lessees.

(viii) Purchase Option

The Lease Guarantor (or a nominee of the Lease Guarantor, which may include anyof the Originators) will have an option to purchase the Assets (all and not someonly) (the Purchase Option). The Lease Guarantor may exercise the PurchaseOption by giving notice at any time between the third anniversary date of the Leaseand 90 days prior to the expiration of nine years from the commencement of theLease (Purchase Option Period), subject to the following conditions:

(A) the notice by the Lease Guarantor to exercise the Purchase Option must begiven no later than 90 days before a Lease Payment Date (NotificationDate);

(B) the purchase price of the Assets must be at fair market value to bedetermined in accordance with an independent valuation at such time , butshall not be less than the fair market value as at the closing date; and

(C) payment of the purchase price and transfer of the Assets pursuant to suchPurchase Option shall occur no later than 14 days before the LeasePayment Date immediately following the Notification Date.

If the Purchase Option is not exercised within the Purchase Option Period, theIssuer will then sell the Assets before the end of year 10. Upon the sale of theAssets, either the Issuer or the Lessees may elect to cancel the Leases.

(ix) Lease Default

A default under any of the Lease Agreement (the Lease Default) will include butnot be limited, to the following:

(A) any of the Lessees fails to pay amounts due under the relevant LeaseAgreement within a period to be agreed;

(B) any of the Lessees fails to perform or observe any other provision of therelevant Lease Agreement (other than the obligation referred to inparagraph (a) above), where such failure has or will have a material

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adverse effect and if the failure is remediable, the failure is not remediedwithin a period to be agreed after written notice from the Issuer requiring theLessee to rectify them;

(C) an insolvency event occurs in respect of any of the Lessee or the LeaseGuarantor; or

(D) a Lease Default occurs in respect of any other Lease Agreement.

After the occurrence of a Lease Default, the Issuer may terminate the Lease.Thereupon, the Issuer will, in consultation with and in accordance with thedirections of the Trustee, start proceedings to sell the Assets in any manner.

(x) Notes Redemption

Unless previously redeemed or cancelled, all of the Notes will be redeemed by theIssuer at 100% of their outstanding nominal value on their maturity date.

The Senior Primary Notes will be partially redeemed on the following PaymentDates in accordance with the following amortisation schedule:

Payment Date Class A PrimaryNotes

to be redeemed

Class B PrimaryNotes

to be redeemed

1st RM1,000,000 -

2nd RM1,000,000 -

3rd RM1,000,000 RM900,000

4th RM1,000,000 RM900,000

5th RM1,000,000 RM900,000

6th RM2,000,000 RM900,000

7th RM2,000,000 RM900,000

8th RM2,000,000 RM900,000

9th RM2,000,000 RM900,000

10th RM2,000,000 RM900,000

11th RM2,000,000 RM900,000

12th RM2,000,000 RM900,000

13th RM2,000,000 RM900,000

14th RM2,000,000 RM900,000

15th RM2,000,000 RM900,000

16th RM2,000,000 RM900,000

17th RM2,000,000 RM900,000

18th RM2,000,000 RM900,000

19th RM2,000,000 RM900,000

20th RM17,000,000 RM29,700,000

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Payment Period means each period from (and including) the date of issue of the Notes(the Issue Date) to (but excluding) the first Payment Date and thereafter each periodfrom (and including) each Payment Date to (but excluding) the next following PaymentDate.

(xi) Dates and periods for payment

Payments under the Notes will be made every 6 months (each date of payment,Payment Date). The provisions in the Trust Deed setting out the cashflowallocation methodology will include the following in respect of a Payment Date:

(A) the period in which the Available Income (as defined below) shall accrue tobe distributed on that Payment Date (Collection Period);

(B) the relevant Payment Period; and

(C) the date on which determinations are required to be made regarding theamounts to be paid on that Payment Date (Determination Date).

(xii) Collection Account and Available Income

The Issuer will establish and maintain a Syariah compliant collection account (theCollection Account) into which all Available Income (as defined below) will bemade. The Collection Account will be charged by the Issuer in favour of the Trusteeas security for payment due under the Notes and will be operated solely by theTransaction Administrator.

Available Income means all amounts received by the Issuer after the Issue Date,including without limitation, the Assets Income (as defined below) and anyRescission Amounts paid into the Collection Account but excluding any amountsreceived by the Issuer in respect of the Capital Expenditure Lease (as definedbelow).

(xiii) Capital Expenditure Item

Under the terms of the Lease Agreements, the Lessee may construct a capitalexpenditure item on the Assets (Capital Expenditure Item) which does not includereplacements, improvements or other construction required as a result of normalwear and tear arising from the use and occupation of the Assets. The Issuer willpay for the construction of the Capital Expenditure Item and will lease it to theLessee under a lease agreement (the Capital Expenditure Lease).

The term of the Capital Expenditure Lease will be equal to the remaining term of theLease. The amount of the Capital Expenditure Lease will be equal to the cost of theCapital Expenditure Item and will be payable in single payment due uponcommencement of the Capital Expenditure Lease. The Lessee may also choose toadvance all or part of the payment under the Capital Expenditure Lease to theIssuer during construction of the Capital Expenditure Item.

The Issuer will establish and maintain a Syariah compliant Capital ExpenditureAccount (the Capital Expenditure Account) into which all payments under theCapital Expenditure Lease will be made. The Capital Expenditure Account will becharged by the Issuer in favour of the Trustee as security for payment due underthe Notes. The Lessee will apply to the Trustee for the release of funds in theCapital Expenditure Account for the purpose of completing the Capital ExpenditureItem.

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(xiv) Assets Income

Assets Income means all amounts received by the Issuer after the Issue Date inconnection with the Assets including:

(A) Lease Rental Payments received in respect of the Assets;

(B) proceeds received from the sale of the Assets;

(C) any amount received from the Originators as damages or in the nature ofan indemnity in respect of breach of any representation, warranty orcovenant in connection with the Assets; and

(D) all other amounts (including, without limitation, insurance proceeds,premium refunds, tax refunds) received by or on behalf of the Issuer inrespect of the Assets during the immediately preceding Collection Period.

(xv) Reserve Account

The Issuer shall establish a separate bank account which is Syariah compliantentitled the Reserve Account into which it shall deposit, using proceeds from theissuance of the Notes, an amount up to RM3.5 million (the Required ReserveAmount). The Reserve Account will be charged by the Issuer in favour of theTrustee as security for payment due under the Notes and will be operated solely bythe Transaction Administrator.

Withdrawals from the Reserve Account may be made under the circumstancesspecifically provided in the payment waterfalls below.

(xvi) Pre-Event of Default/Lease Default Waterfall

On each Payment Date falling prior to an Event of Default and provided that noLease Default has occurred, the Available Income must be applied to pay thefollowing amounts in the following order:

(A) Rateably and on a pari passu basis:

(i) any Taxes (as described below) and government charges payablefor the Collection Period immediately preceding that Payment Date;

(ii) any amount of the Trustees fee due and owing on that PaymentDate;

(iii) any amount of the Transaction Administrators fee due and owingon that Payment Date;

(iv) any amount of the Corporate Administrators fee due and owing onthat Payment Date;

(v) any amount of the Paying Agents fee due and payable on thatPayment Date;

(vi) any amount of the Rating Agencys fee due and payable on thatPayment Date; and

(vii) any other expenses of the Issuer incurred during the CollectionPeriod immediately preceding that Payment Date (other than anypayment obligation incurred pursuant to any of the Sale andPurchase Agreements or the Lease Agreements),

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approved by the Trustee (items in paragraph (i) to (vii) above arecollectively referred to as the Expense Amounts)

(B) Secondary Class A Notes due on that Payment Date;

(C) Secondary Class B Notes due on that Payment Date;

(D) redemption of the Primary Class A Notes based on their amortisationschedule in respect of that Payment Date and in respect of any earlierPayment Date. If the Assets have been sold then all available funds will beused to repay the Primary Class A Notes until their balance is reduced tozero;

(E) redemption of the Primary Class B Notes based on their amortisationschedule in respect of that Payment Date and in respect of any earlierPayment Date. If the Assets have been sold then all available funds will beused to repay the Primary Class B Notes until their balance is reduced tozero;

(F) any amount required to replenish the Reserve Account to the RequiredReserve Amount;

(G) any payment obligation incurred pursuant to any of the Sale and PurchaseAgreements or the Lease Agreement. Where there is more than onepayment obligation, payments to rank pari passu and rateably;

(H) at the discretion of the Trustee, redemption of the Primary Class A Notesuntil their balance is reduced to zero and then redemption of the PrimaryClass B Notes until their balance is reduced to zero. All such payment shallbe in denominations of RM1,000,000.00;

(I) to reduce the outstanding Primary Subordinated Notes to zero.

(J) to reduce the outstanding Secondary Subordinated Notes to zero; and

Tax(es) includes any present or future tax, levy, impost, duty, charge, fee,deduction or withholding in the nature of a tax and whatever called, by whomsoever,on whomsoever and wherever imposed, levied, collected, withheld or assessed.

In the event of any shortfall, amounts in the Reserve Account may be used for thepayment of items (A) to (E) on any Payment Date, and once all amount owing underthe Senior Notes have been paid in full and the balance under the Primary SeniorNotes has been reduced to zero, then the amounts in the Reserve Account mayalso be used for items (G), (I) and (J).

(xvii) Rescission Waterfall

If Sale and Purchase Agreements are rescinded and after receipt of the RescissionAmounts by the Issuer, the Available Income and moneys in the Reserve Accountwill be applied to pay the following amounts in the following order:

(A) Taxes and government charges owed by the Issuer, if any;

(B) rateably and on a pari passu basis amounts owing or payable under theTransaction Documents to indemnify the Trustee or any receiver actingunder the Transaction Documents against all loss and liability incurred bythe Trustee or, as the case may be, any receiver acting under theTransaction Documents, other than such receivers remuneration;

(C) rateably and on a pari passu basis any fees and liabilities, losses, costs,claims, expenses, actions, damages, demands, charges and stamp dutiesdue to the Transaction Administrator, the Trustee, the Paying Agent, theCorporate Administrator, the Rating Agency and any receiversremuneration;

(D) any other expenses of the Issuer which are owing;

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(E) any Secondary Class A Notes due and unpaid and the Yield MaintenanceCharge in respect of the Class A Notes;

(F) to reduce the outstanding Primary Class A Notes to zero;

(G) any Secondary Class B Notes due and unpaid and the Yield MaintenanceCharge in respect of the Class B Notes;

(H) to reduce the outstanding Primary Class B Notes to zero;

(I) any payment obligation incurred pursuant to the Sale and PurchaseAgreements or the Lease Agreement. Where there is more than onepayment obligation, payments to rank pari passu and rateably;

(J) to reduce the outstanding Primary Subordinated Notes to zero; and

(K) to reduce the outstanding Secondary Subordinated Notes to zero.

Yield Maintenance Charge means an amount being the greater of:

(A) 0.5% of the outstanding amount under the Primary Senior Notes or aparticular class of Primary Senior Notes, as the case may be; or

(B) the excess, if any, of (i) the sum of the present values of all remainingscheduled payments of the Senior Notes or a particular class of SeniorNotes, discounted at the rate which equals the then current prevailing yieldof Malaysian Government Securities then in issue with a term closest to, butnot exceeding, that remaining on the Senior Notes or a particular class ofSenior Notes on the next Payment Date following a rescission declaration orthe receipt of the purchase price for the Assets pursuant to the exercise ofthe Purchase Option, as the case may be, over (ii) the outstanding amountunder the Primary Senior Notes or a particular class of Primary SeniorNotes, as the case may be.

(xviii) Post Lease Default Waterfall

After the occurrence of a Lease Default, the Available Income and moneys in theReserve Account must be applied to pay the following amounts in the followingorder:

(A) Taxes and government charges owed by the Issuer, if any;

(B) rateably and on a pari basis amounts owing or payable under theTransaction Documents to indemnify the Trustee or any receiver actingunder the Transaction Documents against all loss and liability incurred bythe Trustee or, as the case may be, receiver acting under the TransactionDocuments, other than receivers remuneration;

(C) rateably and on a pari passu basis any fees and liabilities, losses, costs,claims, expenses, actions, damages, demands, charges and stamp dutiesdue to the Transaction Administrator, the Trustee, the Paying Agent, theCorporate Administrator, the Rating Agency and any receiver;

(D) any other expenses of the Issuer which are owing;

(E) any Secondary Class A Notes due and unpaid;

(F) any Secondary Class B Notes due and unpaid;

(G) to reduce the outstanding Primary Class A Notes to zero;

(H) to reduce the outstanding Primary Class B Notes to zero;

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(I) any payment obligation incurred pursuant to the Sale and PurchaseAgreements or the Lease Agreement. Where there is more than onepayment obligation, payments to rank pari passu and rateably;

(J) to reduce the outstanding Primary Subordinated Notes to zero; and

(K) to reduce the outstanding Secondary Subordinated Notes to zero.

(xix) Post Event of Default Waterfall

After the occurrence of an Event of Default and enforcement of the SecuredProperty, the Trustee must apply all proceeds of the Secured Property in thefollowing order of priority:

(A) to pay Taxes and government charges owed by the Issuer, if any;

(B) to pay rateably and on a pari passu basis amounts owing or payable underthe Transaction Documents to indemnify the Trustee or any receiver actingunder the Transaction Documents against all loss and liability incurred bythe Trustee or, as the case may be, receiver acting under the TransactionDocuments, other than such receivers remuneration;

(C) to pay rateably and on a pari passu basis any fees and liabilities, losses,costs, claims, expenses, actions, damages, demands, charges and stampduties due to the Transaction Administrator, the Trustee, the Paying Agent,the Corporate Administrator, the Rating Agency and any receiversremuneration;

(D) to pay any other expenses of the Issuer which are owing, subject to theapproval of the Trustee;

(E) any Secondary Class A Notes due and unpaid;

(F) to reduce the outstanding Primary Class A Notes to zero;

(G) any Secondary Class B Notes due and unpaid;

(H) to reduce the outstanding Primary Class B Notes to zero;

(I) any payment obligation incurred pursuant to the Sale and PurchaseAgreements or the Lease Agreement. Where there is more than onepayment obligation, payments to rank pari passu and rateably;

(J) to reduce the outstanding Primary Subordinated Notes to zero; and

(K) to reduce the outstanding Secondary Subordinated Notes to zero.

(xx) Compensation

If the Issuer fails to pay any amount under the Notes, as agreed liquidateddamages, the Issuer shall pay a compensation (Tawidh) on the amount from thedate of default up to the date of actual payment at the rate and in the mannerprescribed by the Securities Commissions Syariah Advisory Council or such otherrelevant authority.

(xxi) Transaction Documents

The transaction documents (the Transaction Documents) will include, but not belimited, to the following:

(A) Sale and Purchase Agreements (and associated memoranda of transfer(Form 14A) under the National Land Code 1965 (NLC));

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(B) Lease Agreement (and associated lease of land (Form 15A) under theNLC);

(C) Lease Guarantee and Purchase Option Agreement;

(D) Trust Deed;

(E) Security Deed and associated land charge documents;

(F) Corporate Administration Agreement;

(G) Class A Asset Purchase Agreement and Class A Asset Sale Agreement;

(H) Class B Asset Purchase Agreement and Class B Asset Sale Agreement;

(I) Class C Asset Purchase Agreement and Class C Asset Sale Agreement;

(J) Subscription Agreement;

(K) Depository and Paying Agency Agreement; and

(L) Declaration of Trust.

(xxii) Governing law

The governing law shall be the law of Malaysia.

(xxiii) Early Redemption and Exercise of Purchase Option

Notwithstanding any provisions to the contrary, pursuant to the noteholdersresolutions dated 24 August 2009 (Noteholders Resolutions):

(A) Exercise of Purchase OptionThe Lease Guarantor may exercise the Purchase Option:

(1) by giving the Issuer (with a copy to the Trustee) notice to exercisethe Purchase Option no later than 5 business days from the date ofthe Noteholders Resolutions, and in any event no later than 28August 2009; and

(2) at the purchase price of RM 147,500,000.00 (Purchase OptionPrice). The Purchase Option Price shall comprise of cashconsideration of at least RM80,512,470, and the remaining shall beset-off against the Subordinated Notes and any other paymentsunder the Subordinated Notes.

Provided That the cash proceeds from the sale pursuant to the exercise ofthe Purchase Option (Sale) together with the balance in the ReserveAccount (which shall at all times be no less than RM3,106,750) and excessamount in the Collection Account will be applied for the purpose of the earlyredemption referred to in (B) below in accordance with the provisionstherein.

(B) Early Redemption

The Issuer will apply all or part of the cash proceeds from the Sale toredeem (Early Redemption) all outstanding Class A Primary Notes, ClassA Secondary Notes, Class B Primary Notes and Class B Secondary Notes(Outstanding Senior Notes) at a buyback amount which is set out in detail

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in the Noteholders Resolutions (the Total Redemption Amount) with theconditions that:

(1) at least 5 business days notice of the Early Redemption is given bythe Issuer to the Facility Agent and the Trustee; and

(2) the date of the Early Redemption (Early Redemption Date) shallbe no later than 1 December 2009.

For the purpose of the Early Redemption, all cash proceeds from the Saleshall be deposited into the Collection Account immediately upon its receiptby the Issuer, and on the Early Redemption Date, the balance in theReserve Account will be transferred to the Collection Account and theaggregate balance in the Collection Account will be applied to pay for thefollowing in the following order of priority:

(1) first, rateably and on a pari passu basis towards payment of theTotal Redemption Amount in respect of the Class A Notes;

(2) second, rateably and on a pari passu basis towards payment of theTotal Redemption Amount in respect of the Class B Notes;

(3) third, rateably and on a pari passu basis:

(a) any Taxes and other government charges payable by theIssuer for the period between the preceding Payment Dateand the date of the Early Redemption (Relevant Period);

(b) all fees, costs, charges and expenses due and payable tothe Trustee, the Transaction Administrator, the CorporateAdministrator, the Depository and Paying Agent and theRating Agency on the date of the Early Redemption; and

(c) any other expenses of the Issuer incurred during theRelevant Period (other than that described in paragraph (4)below) approved by the Trustee;

(4) fourth, rateably and on a pari passu basis towards any payment ofany obligations incurred by the Issuer pursuant to any of the LeaseAgreement; and

(5) fifth, rateably and on a pari passu basis towards any payment of theSecondary Subordinated Notes until reduced to zero.

(C) Deferment of Lease Payment and Redemptions

(1) Should the Purchase Option referred to in (A) above is exercised:

(a) the Issuer shall defer the payments by the Lessees of theLease Rental Payment which fall due on 1 September 2009(Relevant Rent Amount); and

(b) the Issuer shall defer the redemptions of RM2,000,000.00nominal value for Class A Primary Notes andRM900,000.00 nominal value for Class B Primary Noteswhich are scheduled on 8 September 2009 (collectively, theRelevant Scheduled Redemption); and

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(2) Should the Early Redemption as mentioned in (B) above do notoccur:

(a) the Relevant Rent Amount together with an additional sumof RM150,000.00 will become payable by the Lessees tothe Issuer and be deposited into the Collection Account nolater than 1 March 2010; and

(b) the Relevant Scheduled Redemption will be made by theIssuer on the next Payment Date of 8 March 2010 and thetotal amount payable by the Issuer on 8 March 2010 is asset out in the Noteholders Resolutions.