DATED THIS DAY OF

2 9 MAR

'

2013

Between

MEDINI ISKANDAR MALAYSIA SDN BIB)

(Company No. 782021-V)
(the "Issuer")

AND

CIMB ISLAMIC BANK BERHAD

(Company No. 671380-H)
(the "Primary Subscriber")

************************************

ASSET PURCHASE AGREEMENT

************************************

ADNAN SUNDRA & LOW

ADVOCATES & SOLICITORS
KUALA LUMPUR

TABLE OF CONTENTS
CLAUSE Nos.

PAGE Nos.

1.

DEFINITIONS/INTERPRETATION

2.

PURCHASE OF ASSET AND PASSING OF TITLE

3.

ASSET PURCHASE PRICE

4.

REPRESENTATIONS AND WARRANTIES

5.

TIME

6.

DUTIES AND TAXES

7.

COSTS AND EXPENSES

8.

WAIVER

9.

NO ASSIGNMENT BY ISSUER

10. SEVERABILITY

11. VARIATIONS AND AMENDMENTS

12. NOTICES

13. GOVERNING LAW

14. STAMP DUTY

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PURCHASE AGREEMENT

13TE NOOK SHAHID

(11C/W324)
ADVOCATE & soucrroR
KUALA LUMPUR

Tr4117"."11

THIS ASSET PURCHASE AGREEMENT is made on 29 March 2013.

BY:
(1)

MEDINI ISKANDAR MALAYSIA SDN BHD (Company No. 782021-V),

a company incorporated in Malaysia with its registered office at G-12, Blok 8,
Danga Bay, Jalan Skudai, 80200 Johor Bahru, Johor (the "Issuer");

AND
(2)

CIMB ISLAMIC BANK BERHAD (Company No. 671380-H), a company

incorporated in Malaysia and having its registered office at 5th Floor,
Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur
(the "Primary Subscriber").

WHEREAS:
(A)

The Issuer wishes to raise funds by the issuance of up to Ringgit One Billion
and (RM1,000,000,000.00) nominal value Islamic medium term notes
("MTN") based on the Islamic principle of Bai' Bithaman Ajil under a
medium term notes programme (the "MTN Programme") in a manner more
particularly described in the programme agreement dated 19 September
2008 (the "Original Programme Agreement") and as amended by the
supplemental Programme Agreement ("Supplemental Programme
Agreement") and by the second supplemental programme agreement dated 26
March 2013 ("Second Supplemental Programme Agreement") made between
(1) the Issuer; (2) CIMB INVESTMENT BANK BERHAD (Company No.
18417-M), (as "Lead Arranger"); (3) CIMB INVESTMENT BANK
BERHAD (Company No. 18417-M), (as "Facility Agent"); and (4) CIMB
ISLAMIC BANK BERHAD (Company No. 671380-H) (as "Primary
Subscriber").

(B)

Pursuant to the MTN Programme, the Issuer proposes from time to time to
issue the MTNs upon the terms and subject to the conditions set out in the
Original Programme Agreement, the Supplemental Programme Agreement
and the Second Supplemental Programme Agreement (collectively, the
"Programme Agreement").

(C)

It is a term of the Programme Agreement that the Issuer shall execute this
Asset Purchase Agreement at the time stipulated.

(D)

The Issuer has agreed to sell and the Primary Subscriber has agreed to
purchase the Assets (as hereinafter defined) at the Asset Purchase Price (as

hereinafter defined) upon the terms and subject to the conditions agreed upon
between the parties hereto.
NOW THIS AGREEMENT WITNESSES AND IT IS HEREBY AGREED AND
DECLARED as follows:-

1.

DEFINITIONS/INTERPRETATION

1.1

In this Asset Purchase Agreement (including the recitals):-

(a)

words and expressions defined and the rules of construction and interpretation
set out in the deed of definitions dated 19 September 2008 ("Original Deed of
Definitions") and as amended by the supplemental deed of definitions dated 21
September 2011 ("Supplemental Deed of Definitions") and by the second
supplemental deed of definitions dated 26 March 2013 ("Second Supplemental
Deed of Definitions") (collectively, the "Deed of Definitions") entered into
between the Issuer, the Lead Arranger, the Facility Agent and the Primary
Subscriber, as such definitions and rules may be amended from time to time
shall, unless otherwise provided herein or the context otherwise requires, have
the same meanings herein save that, in the event that there is a conflict
between a definition in the Deed of Definitions and in this Asset Purchase
Agreement, the definition in this Asset Purchase Agreement shall prevail; and

(b)

except so far as the context otherwise requires, "these presents" means this
Asset Purchase Agreement as the same may be amended or supplemented
from time to time.

1.2

Further Definitions
In this Asset Purchase Agreement, unless the context otherwise requires, the
following words and expressions shall have the following meanings:-

1.2

Assets

means the asset as described in Appendix 1 of

this Asset Purchase Agreement; and

Asset Purchase Price

means the price for the purchase of the Asset

payable by the Primary Subscriber as stipulated
in Clause 3.1 hereof;

Construction
The provisions of clause 2 of the Deed of Definitions shall apply to this Asset
Purchase Agreement as if the same were expressly set out herein.

2.

PURCHASE OF ASSET AND PASSING OF TITLE

2.1

The Issuer hereby sells the Assets and the Primary Subscriber (who has agreed
or has committed itself to become primary subscriber of the MTNs) hereby

purchases the Assets from the Issuer on an "as in where is basis", free of
recourse or any warranties, in consideration of the payment of the Asset
Purchase Price to be paid in accordance with Clause 3 below upon the terms
and conditions contained herein.
2.2

The Asset Purchase Price shall remain a debt due and payable to the Issuer in
accordance with Clause 3 below.

2.3

For the avoidance of doubt, notwithstanding that the Asset Purchase Price
remains outstanding and no physical delivery of the Assets has been effected,
all rights, entitlements and benefits of the Issuer in and to the Assets shall pass
to and the beneficial ownership of the Assets shall immediately vest in the
Primary Subscriber conclusively and for and on behalf of the investors
referred to in Clause 2.1 absolutely, upon the execution of this Asset Purchase
Agreement.

2.4

The execution of this Asset Purchase Agreement shall, as between the Issuer
and the Primary Subscriber, evidence the delivery and receipt and constitute
final and irrevocable acceptance of the Assets for all purposes hereof and
irrevocably confirm that the same is satisfactory in all respects and complies
with the requirements of this Agreement.

3.

ASSET PURCHASE PRICE

3.1

The Asset Purchase Price of the Assets shall be the amount of Ringgit
Malaysia One Hundred and Eighteen Million, Three Hundred and Eighty Two
Thousand, Seven Hundred and Two and Sen Sixteen (RM118,382,702.16).

3.2

The mode and manner of payment of the Asset Purchase Price to the Issuer
shall be in accordance with the terms of the Programme Agreement.

4.

REPRESENTATIONS AND WARRANTIES

4.1

The Issuer hereby represents and warrants to the Primary Subscriber that:
(a)

it is the owner of the Assets;

(b)

it has the power and authority to sell the Assets pursuant to the terms
and conditions herein;

(c)

the execution, delivery and performance of this Asset Purchase

Agreement by the Issuer do not and will not violate the provisions of:(i)

any law or regulation or any order or decree of any

Governmental authority, agency or Court to which it is subject;
or

(ii)

its Memorandum and Articles of Association;

(d)

5.

the execution, delivery and performance of this Asset Purchase

Agreement do not and will not:(i)

contravene the provisions of any other contract or undertaking

or instrument to which the Issuer is a party or which is binding
upon it or any of its assets; or

(ii)

result in the creation or imposition of, or any obligation to

create or impose, any mortgage, lien, pledge, charge or other
security interest on any of its respective assets pursuant to the
provisions of any other contract, undertaking or instrument.

TIME
Time whenever mentioned herein shall be of essence.

6.

DUTIES AND TAXES

The Issuer shall pay any stamp duty, registration and other taxes to which the
sale of the Assets by the Issuer may be subject to.

7.

COSTS AND EXPENSES

The Issuer shall on demand pay all reasonable costs and expenses (including
legal fees) incurred by the Primary Subscriber in the preparation of this Asset
Purchase Agreement and/or in connection with the preservation of its rights
hereunder.

8.

WAIVER
No relaxation, forbearance, indulgence, failure or delay on the part of the
Primary Subscriber in exercising nor any omissions to exercise any rights,
power, privilege or remedy accruing to the Primary Subscriber, shall impair
any such rights, power, privilege or remedy of the Primary Subscriber in
respect of any other or subsequent default.

9.

NO ASSIGNMENT BY ISSUER
The Issuer shall not assign, novate or purport to assign or novate this Asset
Purchase Agreement without the prior written consent of the Primary
Subscriber.

10.

SEVERABILITY
Any term, condition, stipulation, provision, covenant or undertaking of this
Asset Purchase Agreement which is illegal, void, 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 hereof and any such illegality, voidness, prohibition
or unenforceability in any jurisdiction shall not invalidate or render illegal,
void or unenforceable any such term, condition, stipulation, provision,
covenant or undertaking in any other jurisdiction.

11.

VARIATIONS AND AMENDMENTS

Unless otherwise specifically provided in this Asset Purchase Agreement, no
variations and amendments to this Asset Purchase Agreement shall be made
unless by mutual consent of the parties hereto in writing or such other means
as the parties may agree upon from time to time, and thereupon such
amendments and variations shall be deemed to become effective and the
relevant provisions of this Asset Purchase Agreement shall be deemed to have
been amended or varied accordingly and shall be read and construed as if such
amendments and variations have been incorporated in and had formed part of
this Asset Purchase Agreement at the time of execution hereof, PROVIDED
ALWAYS that if such variations and amendments require consents from third
parties, then prior written consent from such third parties shall be obtained
before the aforesaid variations and amendments shall be effected.

12.

NOTICES

12.1 Notices to be given or served under the provisions of this Asset Purchase
Agreement shall be deemed properly given or served if given in writing
delivered personally or by post by prepaid letter or facsimile transmission
addressed to the relevant party at its address stated above or to any facsimile
number which is published as belonging to it (or such other address or
facsimile number as is notified by any party to the other party hereunder).
Every notice or other communication shall be deemed to have been received in
the case of a facsimile transmission the next working day after the date of
despatch, and in the case of a letter the next working day after the date of
delivery when delivered personally or forty-eight (48) hours after it has been
put into post.
12.2 In proving the giving of a notice hereunder it shall be sufficient to prove that
the notice was left or that the envelope containing such notice was properly
addressed and posted or that the facsimile transmission report bears the correct
transmission receipt confirmation of the party to whom the notice was sent.
12.3 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 this Clause 12 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.

13.

GOVERNING LAW

13.1 This Asset Purchase Agreement shall be governed by and construed in all
respects in accordance with the laws of Malaysia but in enforcing this Asset
Purchase Agreement, the Primary Subscriber shall be at liberty to initiate and
take actions or proceedings or otherwise against the Issuer in Malaysia and/or
elsewhere as the Primary Subscriber may deem fit and the Issuer hereby agree
that where any actions or proceedings are initiated and taken in Malaysia the
Issuer shall submit to the non-exclusive jurisdiction of the Courts of the States
of Malaya as the case may be in all matters connected with the obligations and
liabilities of the parties hereto under or arising out of this Asset Purchase
Agreement.

14.

STAMP DUTY

14.1 The Issuer has obtained the approval of the SC on 15 September 2008 to the
issuance of the MTNs and for the purposes of the Stamp Duty (Exemption)
(No. 23) Order 2000 ("Order"), IT IS HEREBY DECLARED THAT this
Asset Purchase Agreement constitutes one (1) of the several instruments
relating to the issue of the MTNs by the Issuer and is therefore exempted from
stamp duty pursuant to the Order.

IN WITNESS WHEREOF the Parties hereto have hereunto caused this Asset
Purchase Agreement to be executed.
THE ISSUER
The execution of this Asset Purchase
Agreement by the Issuer, MEDINI
ISKANDAR MALAYSIA
SDN BHD
(Company No. 782021-V) is
duly effected in a manner authorised
by its constitution under the Seal of
the Issuer which said Seal is
hereunto duly affixed on this
day of LI th Ait CFI 2013
in the presence of:-

ti4 GI fitti atort,1

Director

C41-11(9- 10-73,3

.-Director/Secretary

Address

Level 23
Menara TM
Jalan Pantai Baharu
50672 Kuala Lumpur

Facsimile

(03) 2246 0709

Contact person(s)

Chief Executive Officer

THE PRIMARY SUBSCRIBER

SIGNED by

)
)
as the Attorney
)
for and on behalf of CIMB
)
ISLAMIC BANK BERHAD
)
(Company No. 671380-H) on the )
1,k day of by ,c2013 )
Fekd Che MOM

Dector
ir
Corporate Banking Malaysia
Address

Lower Level ,
Wisma Amanah Raya Berhad
Jalan Semantan
Damansara Heights
50490 Kuala Lumpur

Facsimile

(03) 2095 1303

Contact person(s)

Head of Corporate Banking

APPENDIX 1
The Assets

Description of Assets
Mudharabah Interbank
Investment (MID

Rentas Reference
No./Contract ID
11458738

Asset Purchase Price

(RM)
118,382,702.16

Ascribed Value
(RM)
200,000,000.00