INDICATIVE TERM SHEET

This indicative term sheet shall be used for continued discussions purposes only and does not constitute a commitment of
the Bank to arrange, finance or syndicate the financing or an agreement of the Bank to prepare, negotiate, execute or
deliver such a commitment. This indicative term sheet is subject to in all respects (i) the successful completion of the credit
assessment/evaluation or due diligence exercise and the results being satisfactory to the Bank and (ii) the approval by
approving authorities of the Bank and (iii) the terms and conditions of a formal documentation to be entered into in
connection with the proposed Facility.

The terms and conditions of this financing proposal, including the amount and interest/profit rate may be modified or
supplemented by the Bank at its sole discretion at any time and from time to time during the course of the credit
assessment/evaluation or due diligence or as a result of changed market conditions or otherwise.

Borrower IMPERO DEVELOPMENT SDN BHD

Facility Type /
Amount / Indicative Facility Amount (RM) Indicative Purpose
Interest Rate / Interest Rate
Commission / Term Financing 22,000,000 BFR + 1.25% To part finance the payment of
Charges / Purpose 1 p.a. the landowner’s cash entitlement
per JV agreement for the
freehold land held under Geran
Mukim 547, Lot 790; Geran
Mukim 39 Lot 792; Geran Mukim
671,793, Mukim Setapak,
Daerah Kuala Lumpur and the
leasehold land Lot PT10223,
Mukim Setapak, Daerah Kuala
Lumpur.
Term Financing 35,000,000 BFR + 1.25% To part finance the softcoft and
2 p.a. preliminary expenses incurred to
kick start the proposed
development project.
(i) Professional Fees
(ii) Authorities Contribution /
Fees
(iii) Development Charges
(iv) Land Conversion Premium
(v) Site Clearance
(vi) Earthwork, piling and
substructure & retaining works
Term Financing 140,000,000 BFR + 1.25% To part finance the building
3 p.a. construction cost for the
proposed development project.
(i) Car Park Podium & Facility
Floor
(ii) Main Building works
(iii) Building landscape design
(iv) Infrastructure cost
Bank Guarantee- 40,000,000 0.125% per For the issuance of bond to
I mensem utilities, local authorities &
government for submission
development plan & approval
purpose
End financing 1 306,000,000 MBB rate To part finance the individual
end purchasers for this project
Total 197,000,000 Exclude End Financing

Drawdown & Drawdown Condition

Repayment condition For all facilities
1.Acceptance of Letter of Offer together with Board Resolution accepting the Facility.
 2.Submission of a valid and enforceable JV Agreement between IP Skill Builders SB, B.I.
Packaging Supply SB and Impero Development SB.

3.Submission of formal valuation report from our panel valuer indicating the property’s total
Open Market Value (OMV) of not less than RM66mil, failing which the Bank reserves the
rights to reduce the facility limit accordingly.

4. Submission of feasibility /market study report done by professional valuer acceptable to

the Bank. Should there is any adverse remarks against the proposed selling price and the
feasibility of the proposed development, the bank reserves the rights to revise and /or cancel
the facilities proffered.

5.Receipt of an irrevocable and unconditional letter of undertaking in form and substance

acceptable to the Bank from directors/shareholders that shall meet any cost overrun of the
project and any shortfalls in debt servicing during life of the loan.

6.Execution of Variable Standing Instruction (VSI) for the payment.

7.Reimbursement is allowed subject to documentary evidence that Borrower has paid Banks
portion.

8.In compliance with the Housing Developers (Control and Licensing) Act 1966, a valid
developers license has been obtained for the specific project.

9.Panel solicitor to ensure compliance of amended Housing Development Act (HDA)

regulation.

10.Housing Development Account (HDA) is to be opened with us in accordance to HDA

Ruling. All sales proceeds from the project are to be channelled into these accounts. No
cheque book is to be issued from these accounts (if applicable).

10.The Bank's panel solicitor to confirm that the Bank's interest as the Developers Financier
are protected with respect to the execution of the JVA between Borrower and Landowners

For BG-I 1
1. To drawdown upon completion of legal documentation

For TF 1
2. TL 1 to be released subject to documentary evidence to that Borrower has paid the
RM10.0mil on land owner’s cash entitlement as per the JV Agreement Supplementary
Agreement (clause 5.1.6).

3. Any reimbursement is allowed subject to the documentary evidence.

4. Drawdown is not subject to any sales achievement

5. Drawdown is subject to development order has been obtained

For TF 2

1. Drawdown is not subject to any sales achievement

2. TL 2 is to be drawdown progressively at MOA of 80% against certificates of construction

work done

3. The Bank is to visit the site and be satisfied on the progress of the work before releasing
against the architect's certificates.
 4. Quantity Surveyor/ Consulting Engineer/ Architect to certify that the construction cost of
is reasonable.

5. Reimbursement to you is allowed, subject to documentary evidence that payment has

been made to the Contractor.

For TF 3
1. Drawdown is subject to relevant approval from the authorities has been obtained.
a. Building Plan
b. Advertising Permit & developer’s license
c. Conversion Premium is paid & land is converted

2. You are to submit the final development plan (as approved by the relevant authorities)
with details such as the types and total number of units to be developed and the
respective selling price. In the event the actual development plan upon launching
defers significantly from the proposed plan submitted to the Bank at the point of loan
processing, the Bank reserves the right to vary any of the approved terms and
conditions.

3. To notify the appointment of main contractor to the Bank and submission of company
profile.

4. Etiqa is to be given first rights of refusal to insure/covering various risks for the project.

5. The Bank is to visit the site and be satisfied on the progress of the work before
releasing against the architect's certificates.

6. Reimbursement to you is allowed, subject to documentary evidence that payment has

been made to the Contractor.

7. Others as may be determined by the Bank at the point of approval.

TF 3
1. Tranches 1 = RM 40.0 million upon sales achievement of 30%
2. Tranches 2 = RM 60.0 million upon sales achievement of 50%
3. Tranches 3 = RM 40.0 million upon sales achievement of 65%

Other T & C

1. Submission of quarterly progress report for the project with confirmation of sales units
& construction progress.

2. The Borrower shall not without Maybanks prior consent, change its Project Economics,
which may result in the variation of more than 10% (+/-) of Gross Development Value
and Gross Development Cost throughout the tenure of the Facilities, failing which
Maybank reserves the right to review the Facilities.

3. The Borrower shall inform Maybank on the change or in the case of termination,
appointment of new or replacement of registered contractor and/or professionals
engaged for the Proposed Development within 14 days from the occurrence of the said
event.

4. The Borrower shall inform Maybank on the cancellation / variation of SPA Sales
Achievement within 14 days under the project financing sales conditions imposed.

5. A fee equivalent to 1.5% of the penalty fee shall be imposed in the event that the
Facilities are prepaid from

Repayment TF 1
1. Proposed Grace period of 12 months from the facility release date
 2. Interest charged during the grace period
3. 35% redemption sum per unit or 48 monthly instalment of RM534,000-00 each, whichever
is higher/earlier.
4. During the loan tenure, including Grace Period, interest is to be serve via SI until full
settlement.

TF 2
1. Proposed Grace period of 12 months from facility release date
2. Interest charged during the grace period
3. 35% redemption sum per unit or 36 monthly instalment of RM1,092,000-00 each,
whichever is higher / earlier
4. During the loan tenure, including Grace Period, interest is to be serve via SI until full
settlement

TF 3
1. Proposed Grace period of 12 months from facility release date
2. Interest charged during the grace period
3. 35% redemption sum per unit or 36 monthly instalment of RM4,364,000-00 each,
whichever is higher / earlier
4. During the loan tenure, including Grace Period, interest is to be serve via SI until full
settlement.

BG-I 1
To recoup via redemption sum upon full settlement of TF 1 at RM22.0 million, TF 2 and TF 3

Security Structure 1. Facility Agreement as Principal Instrument; and

2. JSG by ALL the directors,

3. Specific debenture – fixed and floating charge on that piece of land

4. A registered charged over all piece of land

5. Assignment of HDA profit

6. CG from Impero Land Sdn Bhd

Pre-Disbursement 1. Others as may be determine by the Bank at the point of approval

Condition 2. Valuation report to be furnished

Availability Period 1. TF 1 = 12 months from date of LO acceptance

2. TF 2 = 18 months from date of LO acceptance
3. TF 3 = 24 months from date of LO acceptance