MITRAJAYA HOLDINGS BERHAD - Announcements

vi) Facility Agreement dated 21.2.2000 between Pembinan Mitrajaya Sdn Bhd (“PMJ”), as
issuer, Abrar Discounts Berhad (“ADB”) as arranger, facility agent and underwriter
wherein ADB has arranged and made available RM35 million underwritten Murabahah
Notes Issuance Facility for a period of 5 years based on Shariah principles of Al-
Murabahah (cost plus) and Bai Al-Dayn (debt trading) to PMJ for the purchase by tender
panel members of certain assets of PMJ for the purpose of immediately thereafter
reselling the assets to PMJ, and the issue of the Notes at the tendered price, and the
underwriting of the Notes by ADB;
vii) Security Agency Agreement dated 21.2.2000 between PMJ as issuer, ADB as security
agent, and PB Trustee Services Berhad (“PBT”) as trustee for the appointment by PMJ
and PBT of ADB as security agent for the Notes;
viii) Issuing and Paying Agency Agreement dated 21.2.2000 between PMJ and ADB for the
appointment by PMJ of ADB as issuing agent and paying agent for the Notes;
ix) Corporate Guarantee dated 21.2.2000 issued by MHB in favour of PBT whereby MHB
has guaranteed to PBT as trustee for the holders of the Notes redemption of the Notes by
PMJ;
x) Deed of Assignment of Warrant Proceeds dated 21.2.2000 between MHB, ADB as
security agent and PBT as trustee, whereby MHB assigned to ADB all moneys payable to
MHB relating to the exercise of Warrants1 constituted under the Deed Poll as security
for the redemption of the Notes;
xi) Memorandum of Charge of sinking fund account dated 21.2.2000 between PMJ, ADB as
security agent and PBT as trustee, whereby PMJ charged in favour of ADB the sinking
fund account into which moneys payable to PMJ relating to the exercise of Warrants1
will be paid as security for the redemption of the Notes;
xii) Trust Deed dated 21.2.2000 between PMJ, PBT and ADB relating to the issue of the
Notes by PMJ and the appointment of PBT as trustee for the holders of the Notes;
xiii) Facility Agreement dated 21.2.2000 between PMJ, as issuer, ADB as facility agent and
primary subscriber, wherein ADB has agreed to provide a facility to PMJ whereby ADB
will purchase from PMJ certain agreed assets at a purchase price of RM45,327,260 for
the purpose of immediately thereafter reselling the assets to PMJ on deferred payment
basis at the selling price of RM68,750,000 in accordance with Syariah principles of Al-
Bai Bithaman Ajil, and the issue to and subscription by ADB Al-Bai Bithaman Ajil
Islamic Debt Securities (“BaIDS”) with nominal amount of RM55 million of primary
notes and RM13,750,000 of secondary notes;
xiv) In connection with the issue of the BaIDS, an Asset Purchase Agreement dated 21.2.2000
between PMJ and ADB, whereby ADB has agreed to purchase from PMJ certain agreed
assets at a purchase price of RM45,327,260;
xv) In connection with the issue of the BaIDS, an Asset Sale Agreement dated 21.2.2000
between PMJ and ADB, whereby ADB has agreed to sell to PMJ certain agreed assets
purchased by ADB from PMJ at a sale price of RM68,750,000;
xvi) Subscription Agreement dated 21.2.2000 between PMJ, as issuer, ADB as primary
subscriber, wherein PMJ has agreed to issue to ADB and ADB has agreed to subscribe
the BaIDS;
xvii) Issuing Agency Agreement dated 21.2.2000 between PMJ and ADB for the appointment
by PMJ of ADB as issuing agent for the BaIDS;
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