Principal Terms and Conditions of the Proposal

1. BACKGROUND INFORMATION

(a) Issuer

(i) Name

Memory Tech Sdn Bhd (“MTSB”)

(ii) Address

Registered Office:

Suite 9.2A, 9th Floor

Menara Aik Hua
Changkat Raja Chulan
50200 Kuala Lumpur

(iii) Business Registration No.

Company No: 252964-T

(iv) Date/Place of Incorporation

19 November 1992 / Malaysia

(v) Date of Listing (in case of a public listed company)

Not applicable

(vi) Status : resident/non-resident controlled company

Resident controlled company (RCC)

: Bumiputera/non-Bumiputera controlled company

Non-Bumiputera controlled company

(vii) Principal Activities

Manufacturing and sale of data storage products such as computer diskettes, video
cassette tapes, compact disc recordables (CD-Rs) and digital versatile disc
recordables (DVD-Rs).
(viii) Board of Directors (as of 30 June 2005)

Name of Directors Positions Nationality

Dato’ Dr. Haji Mohd Adam Bin Che Executive Chairman Malaysian
Harun
Major General (Rtd.) Datuk Dr. Nordin Executive Director Malaysian
Bin Yusof
Yeo Wee Siong Executive Director Singaporean

(ix) Structure of shareholdings and names of shareholders or, in the case of a

public company, names of all substantial shareholders as at 30 June 2005

Name of Substantial Shareholders Total Shareholding % Equity Held

Megan Media Holdings Berhad 110,000,000 100

(x) Authorised and paid-up capital

Share capital as at 30 June 2005 Description

Authorised ordinary share capital RM300,000,000 consisting of 300,000,000
ordinary shares of RM1.00 each
Issued and fully paid-up ordinary share RM110,000,000 consisting of 110,000,000
capital ordinary shares of RM1.00 each
2. PRINCIPAL TERMS AND CONDITIONS

(a) Names of parties involved in the proposed transaction (where applicable)

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

Citibank Berhad

(ii) Arranger(s)

None

(iii) Valuers

Not applicable

(iv) Solicitors

(i) Adnan, Sundra & Low

(ii) Lee Hishammuddin Allen & Gledhill (only confined to this Proposed BBA
Serial Bonds Restructuring)

(v) Financial Adviser

BinaFikir Sdn Bhd (only confined to the Proposed BBA Serial Bonds Restructuring)

(vi) Technical Adviser

Not applicable

(vii) Guarantor

Megan Media Holdings Berhad (“Megan Media” or ”Guarantor”)

(viii) Trustee

Mayban Trustees Berhad

(ix) Facility Agent

Citibank Berhad

(x) Primary Subscriber(s) and amount subscribed (where applicable)

To be determined prior to issuance in the event the mode of issue is via “bought
deal”.
 (xi) Underwriter(s) and amount underwritten

Underwriting is not required by the Issuer

(xii) Syariah Adviser

Dr Mohd. Daud bin Bakar

(xiii) Central Depository

Bank Negara Malaysia (“BNM”)

(xiv) Paying Agent

BNM

(xv) Reporting Accountant

None

(xvi) Other (please specify)

Submission Adviser
AmMerchant Bank Berhad (only confined to the Proposed BBA Serial Bonds
Restructuring)

(b) Islamic Principle Used

Bai’ Bithaman Ajil (“BBA”) and Hibah

(c) Facility Description

Negotiable non-interest bearing primary bonds together with secondary bonds (to be
traded together with the primary bonds) to be issued under the principle of Bai’
Bithaman Ajil evidencing a promise by the Issuer to pay stated Ringgit sums on
specified dates (hereinafter referred to as “BBA Serial Bonds”).

Under the BBA structure, eligible investors shall first purchase from the Issuer certain
assets (Assets) at an agreed Asset Purchase Price. The Assets must be certified as
Syariah compliant and in sufficient value as per SC’s Syariah Advisory Council
pricing guidelines dated 31 December 2003 and 30 April 2004 respectively. The
Assets will subsequently thereafter be sold back to the Issuer at the Asset Sale Price
which comprises the Asset Purchase Price and a profit margin.

The Asset Sale Price shall be evidenced by the issuance of BBA Serial Bonds which
represent the Issuer’s unconditional obligation to settle the Asset Sale Price in the
following manner:
 (i) Primary BBA Serial Bonds shall be issued representing the nominal portion of the
Asset Sale Price which shall all mature and be payable by the Issuer at the end
of the tenor of the relevant BBA Serial Bonds series.
(ii) The Primary BBA Serial Bonds shall be supported by a number of Secondary
BBA Serial Bonds of a certain value (to be determined) of six monthly maturities
commencing six (6) months after the first release of the Asset Purchase Price
representing the profit margin of the Asset Sale Price.
Pursuant to the Proposed BBA Serial Bonds Restructuring in 2006, the Issuer will
reward the holders of the BBA Serial Bonds by issuing Hibah Promissory Notes
which will be attached to the Primary BBA Serial Bonds. The Hibah Promissory Notes
will be issued in the form of Secondary BBA Serial Bonds.
For the avoidance of doubt, the Secondary BBA Serial Bonds will henceforth,
comprise the following:-
(i) the original amount representing the profit margin of the Asset Sale Price; and
(ii) the additional amount equivalent to the Hibah Promissory Notes.
The Asset Sale Price and profit margin shall remain unchanged at all times
notwithstanding the issuance of the Hibah Promissory Notes.

(d) Issue Size (RM)

Up to RM320 million.

The nominal value of the BBA Serial Bonds shall be the face value of the Primary
BBA Serial Bonds.

(e) Issue Price

The BBA Serial Bonds will be issued at par to the face value.

(f) Tenor of the Facility/Issue

The BBA Serial Bonds shall be issued all at once in six (6) series, as follows:

Series Tenor (years) Proposed Amount of up to

(RM million)
1 2 40
2 3 40
3 4 40
4 5 60
5 6 70
6 7 70

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

The profit rates for the BBA Serial Bonds which were determined prior to issuance
are as follows:
 Series Amount Profit Rates (% p.a.)
(RM million) (from date of issue)
1 40 5.95%
2 40 6.25%
3 40 6.60%
4 60 6.95%
5 70 7.35%
6 70 7.70%

In addition to the profit rates, the holders of BBA Serial Bonds are entitled to receive
payments under the Hibah Promissory Notes unless the Primary BBA Serial Bonds
are redeemed pursuant to item (z) on “Agreement to Redeem”.

Please refer to item (z) for details on Hibah Promissory Notes.

(h) Coupon/profit payment frequency and basis

Profit payments shall be payable semi-annually in arrears with the first profit payment
commencing six (6) months from the issuance date of the relevant series of the
Primary BBA Serial Bonds. The last profit payment for each series of the Primary
BBA Serial Bonds shall be paid on the respective maturity date of such series, unless
the Issuer exercises the Agreement to Redeem pursuant to item (z) herein.

The profit payments are to be calculated on the actual number of days elapsed
divided by 365 days basis (actual/365).

(i) Yield to Maturity (%)

The yield(s) to maturity for all the series shall only be determined prior to issuance.
The SC will be notified of the applicable yield(s) to maturity upon finalisation and prior
to issuance of the proposed BBA Serial Bonds.

(j) Security/Collateral (if any)

None

(k) Details on utilisation of proceeds

The Issuer plans to utilise the proceeds raised from the BBA Serial Bonds for the
following purposes:

Item Purpose Estimated Proposed

Amount Schedule of
(RM million) Utilisation
(i) Repay amount due to holding company, Up to 150.1
Megan Media
(ii) Refinance trade facilities 56.7 Within 12 months
(iii) Refinance bank borrowings 63.7 from issuance of
the BBA Serial
(iv) Refinance hire purchase facilities 21.7
 (v) Finance acquisition of a factory lot and Up to 20.0 Bonds
renovation
(vi) Any remaining balance after meeting items 7.8
(i) to (v) above will be for working capital
requirements of the Issuer
Total Up to 320

(l) Sinking fund (if any)

None

(m) Rating

Credit Rating Assigned : A2 (Rating assigned is final)

Name of Rating Agency : Rating Agency Malaysia Berhad

(n) Form and Denomination

The BBA Serial Bonds shall be represented by a Global Certificate for each series in
bearer form to be deposited with BNM and is exchangeable for definitive bond
certificates only in certain limited circumstances in the denomination of RM1,000.

(o) Mode of Issue

Subject to Selling Restriction clause, any one of the following:

(i) book-building,
(ii) private placement, or
(iii) bought deal basis.

The BBA Serial Bonds will be reported on the FAST and issued under the RENTAS
system.

(p) Selling Restriction

The BBA Serial Bonds may not be offered or sold, directly or indirectly, nor may any
document or other materials in connection therewith be distributed in Malaysia, other
than to categories of persons specified in Section 4(6) of the Companies Act, 1965
(as amended) of Malaysia, subject to any law, order, regulation or official directive of
BNM, SC and/or any other regulatory authority from time to time.

In addition, if any offer or sale of BBA Serial Bonds or any distribution of any
document or other material in connection therewith is to be conducted in any
jurisdiction other than Malaysia, the applicable laws and regulations of such
jurisdiction will also have to be complied with prior to any such offer, sale or
distribution. In any event, the selling restrictions set out above would also have to be
complied.
(q) Listing Status

The BBA Serial Bonds will not be listed on Bursa Malaysia Securities Berhad or any
other stock exchange.

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

100%

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

Not required

(t) Identified Assets

Ref No Description QTY At Cost (RM) Net Book Value**

(RM) (as at 30/04/05)
P712/06 3 57,000,000 45,600,000
P788/07 1 19,000,000 15,833,333
P061/08 CD-R/DVD-R 3 57,000,000 53,200,000
Production
P199/10 System Custom 3 57,000,000 54,150,000
P626/01 Made MTL-2LC* 3 57,000,000 54,150,000
P459/01 3 57,000,000 54,150,000
P1181/03 1 19,000,000 18,683,333
TOTAL 17 323,000,000 295,766,666
* Comprises a system of machineries used in the production of CD-Rs or DVD-Rs,
including plastic injection, dye coating, sputtering, spin coating and bonding.

** Market value for the identified assets cannot be determined as the machineries are
not assets for which there is a readily available secondary market. As such, the net
book value (based on the auditors’ confirmation of assets via letter dated 12 August
2005) has been adopted as the fair value of the identified assets.

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

Purchase Price: Based on the yield to maturity and the profit rate(s) agreed between
the Issuer and the eligible investor(s) to be determined prior to the purchase of the
Identified Asset(s) and the issuance of the proposed BBA Serial Bonds.

Selling Price : To be determined based on the Purchase Price and profit rate(s) to be
agreed between the Issuer and the eligible investor(s) prior to the sale of the
Identified Asset(s) back to the Issuer.
(v) Conditions Precedent

Conditions precedent typical of such issues, including but not limited to the following:
1. Approval of the SC in writing;
2. Approvals or resolutions from the Issuer’s and Guarantor’s Boards of Directors
authorising the issuance of the BBA Serial Bonds and the execution of all
relevant documents thereto;
3. Satisfactory completion of all legal documentation, including but not limited to the
Trust Deed, Asset Purchase Agreement, Asset Sale Agreement, Guarantee &
Indemnity Agreement and Depository and Paying Agency Agreement
(“Transaction Agreements”), in form and substance acceptable to the Facility
Agent, duly executed and stamped;
4. Closing legal opinions from the Facility Agent’s legal counsel as to the validity
and enforceability of all legal documentation and confirmation that all conditions
precedent have been fulfilled;
5. No material adverse change in the business, condition (financial or otherwise),
operations or prospects of the Issuer, Guarantor and their subsidiaries from the
date of the financial statements upon which the Principal Adviser based its
decision to arrange the BBA Serial Bonds;
6. No material adverse change or prospective material adverse change in the
economic, financial, interest rates, property market, stock market, or political
conditions in Malaysia or internationally; and
7. No event of default has occurred or is continuing or will occur as a result of the
issuance of the BBA Serial Bonds.

(w) Representation & Warranties

Representations and warranties usual and customary for a financing of this nature
including but not limited to the following:

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

(ii) The Guarantor is a public listed company duly incorporated and validly
existing in accordance with and is governed by the laws of Malaysia;

(iii) Each of the Issuer and Guarantor has the authority to enter into the relevant
Transaction Agreements;

(iv) The Transaction Agreements are in full force and effect and constitute the
valid, binding and enforceable obligations of the Issuer and where applicable,
the Guarantor;

(v) No event of default has occurred or, as a result of the issuance of the BBA
Serial Bonds, would occur;

(vi) There is no encumbrance on the assets of the Issuer except as permitted

under the Transaction Agreements;
 (vii) There is no litigation or arbitration that will materially and adversely affect the
ability of the Issuer or Guarantor to perform its obligations under the
Transaction Agreements to which it is a party save as disclosed;

(viii) The financial statements and other information supplied are true and accurate
in all material respects and not misleading;

(ix) Neither the Issuer, Guarantor nor any of its assets are entitled to immunity
from process, execution, attachment or legal process;

(x) Each of the Issuer and Guarantor is in compliance and will comply with any
applicable laws and regulations;

(xi) All necessary actions, authorizations and consents have been taken, fulfilled
and obtained by the Issuer and the Guarantor and remain in full force and
effect;

(xii) The Issuer’s and Guarantor’s entry into, exercise of its rights under and
performance of the relevant Transaction Agreements do not and will not
violate any existing law or agreement to which it is party; and

(xiii) Such other representations and warranties as required under the “Guidelines
on the Minimum Contents Requirements for the Trust Deeds” issued by the
SC and any other mutually agreed between the Principal Adviser and the
Issuer.

(x) Events of Default

Events of default, including but not limited to the following:

(i) Failure of the Issuer to redeem either the Primary or Secondary BBA Serial
Bonds as and when they shall fall due;

(ii) The Issuer or the Guarantor fails to observe or perform its obligations, where
relevant, under any of the Transaction Agreements or the BBA Serial Bonds
or under any undertaking or arrangement entered into in connection therewith
other than an obligation of the type referred to in paragraph (i) above, and in
the case of a failure which in the opinion of the Trustee is capable of being
remedied, the Issuer does not remedy the failure within a period of thirty (30)
days after receipt by the Issuer of a written notification from the Trustee of the
failure;

(iii) Any indebtedness of the Issuer or the Guarantor for borrowed moneys or
otherwise becomes capable, in accordance with the relevant terms thereof, of
being declared due prematurely by reason of a default by the Issuer or the
Guarantor in its obligations in respect of the same, or the Issuer or the
Guarantor is unable to make any payment in respect thereof on the due date
for such payment or if due on demand when demanded or the security for any
such indebtedness becomes enforceable;

(iv) Any proceedings in respect of a scheme of arrangement under section 176 of

the Companies Act is instituted or commenced in respect of the Issuer or the
Guarantor, or the Issuer or the Guarantor convenes a meeting of its creditors
or proposes or makes any arrangement or composition with its creditors or
with a view to the general readjustment or rescheduling of its indebtedness or
 makes a general assignment for the benefit of or a composition with its
creditors;

(v) Any licence, authorisation or approval is revoked, withheld or modified and

such revocation, withholding or modification impairs and prejudices the
Issuer’s ability to comply with the provisions of any Transaction Agreements;

(vi) A receiver or a manager or a receiver/manager has been appointed over the

whole or any substantial part of the assets of the Issuer or the Guarantor;

(vii) Insolvency or administration or winding up of the Issuer or the Guarantor; and

(viii) Such other Events of Default as required under the “Guidelines on the
Minimum Contents Requirements for the Trust Deeds” issued by the SC and
any other mutually agreed between the Principal Adviser and the Issuer.

Upon the occurrence of an Event of Default, the Trustee may declare that the
outstanding bonds are immediately due and repayable, and exercise all its rights of
enforcement on the security in accordance with the available provisions in the trust
deed.

(y) Principal Terms and Conditions for Warrants (where applicable)

Not applicable

(z) Other Principal Terms and Conditions for the issue

Transfer : The Secondary BBA Serial Bonds are not detachable from
the Primary BBA Serial Bonds and every transfer of the
Primary BBA Serial Bonds shall be accompanied by the
transfer of the Secondary BBA Serial Bonds attached thereto,
unless previously redeemed.
Status : The BBA Serial Bonds shall constitute direct, unconditional
and unsubordinated obligations of the Issuer and the
Guarantor, and shall at all times rank at least pari passu,
without discrimination, preference or priority amongst
themselves and with all other present and future direct,
unconditional and unsubordinated obligations of the Issuer
and the Guarantor, except those obligations preferred by law.
Redemption : The BBA Serial Bonds, unless previously redeemed or
cancelled, shall be redeemed at the price of 100% of their
face amount upon maturity.
Agreement to : Holders of the BBA Serial Bonds shall provide to the Issuer
Redeem the right but not the obligation to redeem in part or in full the
outstanding BBA Serial Bonds at par prior to its maturity on
two (2) redemption dates, i.e. on 27 April 2007 and/or 26
October 2007 (both dates coinciding with profit payment
dates) (“Redemption Right”).
The Issuer shall notify the holders of the BBA Serial Bonds of
the intention to exercise the Redemption Right not less than
14 days before the actual Redemption Right dates. Upon
such notification, the Redemption Right will be deemed to be
 exercised on the actual Redemption Right dates and cannot
be revoked by either the Issuer or holders of the BBA Serial
Bonds.
If the Redemption Right is exercised for part of the
outstanding BBA Serial Bonds, the redemption would be
applied on a “pro-rated” basis across the maturities of the
BBA Serial Bonds. In the event that the redemption on a “pro-
rated” basis will result in holders of the BBA Serial Bonds
holding the balance BBA Serial Bonds (not redeemed) in
denominations which are not commonly transacted in the
bonds market (“Odd Lots”), the Issuer may, on a ‘best-effort’
basis and in consultation with the holders of the BBA Serial
Bonds, endeavour to round up or round down the amount of
BBA Serial Bonds proposed to be redeemed with the mutual
agreement of the respective holders of the BBA Serial Bonds,
in order to avoid such Odd Lots.
For avoidance of doubt, the Primary BBA Serial Bonds to be
redeemed shall be redeemed together with the relevant
Secondary BBA Serial Bonds at the point of early
redemption.
Hibah Promissory : The Issuer has agreed to reward the holders of the BBA
Notes Serial Bonds by issuing promissory notes as a gift/ “hibah”
arising from the willingness of the holders of the BBA Serial
Bonds to amend the PTC herein.
The Hibah Promissory Notes shall be binding on the Issuer to
make the following payments to the holders of the BBA Serial
Bonds, as follows:
Series Hibah Amount Hibah Amount
(for period up to end of (for Year 3 onwards)
Year 2)
1 1.25% p.a. of Primary -
BBA Serial Bonds
2 1.50% p.a. of Primary 2.50% p.a. of Primary BBA
BBA Serial Bonds Serial Bonds
3 2.00% p.a. of Primary 3.00% p.a. of Primary BBA
BBA Serial Bonds Serial Bonds
4 2.50% p.a. of Primary 3.50% p.a. of Primary BBA
BBA Serial Bonds Serial Bonds
5 2.70% p.a. of Primary 3.70% p.a. of Primary BBA
BBA Serial Bonds Serial Bonds
6 2.85% p.a. of Primary 3.85% p.a. of Primary BBA
BBA Serial Bonds Serial Bonds
Note:
The Hibah Amount as stipulated in the above table may be
stated as absolute amounts in the Supplemental Trust Deed,
as the case may be.
The Hibah Promissory Notes shall be issued to the existing
holders of the BBA Serial Bonds in proportion to their
holdings of the BBA Serial Bonds and subject to the following
 conditions:-
(i) the payment shall be made every six (6) months and
shall coincide with the profit payment dates under the
Secondary BBA Serial Bonds
(ii) the first (1st) payment shall be made on the day
coinciding with the profit payment date following the
completion of the Proposed BBA Serial Bonds
Restructuring
(iii) the Hibah Promissory Notes shall cease to exist or valid
upon redemption of the corresponding Primary Serial
Bonds
(iv) the Hibah Promissory Notes shall, upon issue, not be
detachable from the Primary BBA Serial Bonds pursuant
to which it was issued and shall be traded together with
the Primary BBA Serial Bonds
(v) the Hibah Promissory Notes shall have the same terms
and conditions as that governing the Secondary BBA
Serial Bonds.
For the avoidance of doubt, the Hibah Promissory Notes shall
not form part of the profit margin or the Asset Sale Price, as
the case may be.
Purchase and : The Issuer may at any time purchase the BBA Serial Bonds
Cancellation in the open market at any price or by private treaty. The BBA
Serial Bonds purchased shall be cancelled and may not be
resold or reissued.
Covenants : The BBA Serial Bonds will have the benefit of the covenants
by the Issuer including but not limited to the following:
1. Negative pledge;
2. Issuer to give notice of any actual and potential events of
default;
3. Delivery to the Facility Agent/Trustee copies of audited
statements of the Issuer on a yearly basis and interim
financial statements on a half-yearly basis;
4. Issuer undertakes that any funds raised from any equity
issuance on or prior to 26 October 2007 shall be used for
the purposes of redemption of the BBA Serial Bonds
pursuant to the Agreement to Redeem herein;
5. Delivery to the Facility Agent/Trustee confirmation by
Megan Media Holdings Berhad (“MMHB”)’s chief financial
officer or its equivalent on calculations of Total
Debt/Equity ratio and Total Debt/EBITDA ratio pursuant
to the Financial Covenants below; and
6. Other covenants as required under the “Guidelines on
the Minimum Contents Requirements for the Trust
Deeds” issued by the SC and any other covenants
mutually agreed between the Principal Adviser and the
Issuer.
Financial : Financial covenants include:
Covenants
1. For Year 1 of the BBA Serial Bonds:
Total Debt/Equity ratio not exceeding 1.70:1; and
Total Debt/EBITDA ratio not exceeding 2.50:1
For Year 2 of the BBA Serial Bonds:
Total Debt/Equity ratio not exceeding 2.00:1; and
Total Debt/EBITDA ratio not exceeding 4.25:1
The above will be calculated based on MMHB’s
consolidated accounts for the financial period ending 30
April 2007. MMHB’s chief financial officer or its equivalent
shall provide confirmation of the calculation to the Facility
Agent/Trustee concurrent with the release of the audited
accounts, which shall be no later than 15 September
2007.
For Years 3 to 7 of the BBA Serial Bonds:
Total Debt/Equity ratio not exceeding 1.80:1; and
Total Debt/EBITDA ratio not exceeding 3.50:1
The above covenants will be calculated semi-annually
based on MMHB’s consolidated accounts for the relevant
period, with the first calculation to be performed upon
release of the unaudited results for the financial year
ending 30 April 2008. MMHB’s chief financial officer or its
equivalent will provide confirmation of the calculation to
the Facility Agent/Trustee concurrent with the release of
the unaudited results for the financial year ending 30
April 2008, which shall be no later than 30 June 2008.
Subsequent testing of the covenants shall be performed
at intervals of every six (6) months, based on MMHB’s
consolidated unaudited half-yearly results and full year
results.
For the avoidance of doubt, the Debt/EBITDA ratio is
conducted on a full 12-month basis for the EBITDA
calculation. For the half-yearly test, EBITDA will
incorporate the sum of the first two (2) quarters of the
current financial year and the last two (2) quarters of the
previous financial year. For Debt and Equity, these are
taken as the prevailing amounts as at the calculation
dates. MMHB’s chief financial officer or its equivalent will
provide confirmation of the calculation to the Facility
Agent/Trustee concurrent with the release of the
unaudited results for the relevant periods, which shall be
no later than two (2) months from the calculation dates.
2. Capital expenditure, which includes any expenditure or
obligation in respect of property, plant and equipment,
during the period the BBA Serial Bonds are outstanding
shall not exceed RM550 million.
3. The Issuer will establish a Debt Payment Account
(“DPA”) upon Financial Close and thereafter the Issuer
 will transfer monies to the DPA and shall ensure that in
respect of any maturity date of the BBA Serial Bonds
(both Primary and Secondary), the relevant Debt
Payment Required Balance is met on those dates.
The Debt Payment Required Balance at any time shall
be the sum of all scheduled redemption payment for the
BBA Serial Bonds (both Primary and Secondary) falling
due during the succeeding three-month period
commencing from that time.
The DPA will be solely operated by the Issuer. The
Trustee will be duly notified of any delay or failure by the
Issuer in depositing the required amount into the said
account.
“Total Debt” means, at any particular time, the aggregate
amount of all obligations of the Guarantor and its subsidiaries
(the “Megan Media Group”), for or in respect of Indebtedness
for Borrowed Money as stated in the Guarantor’s
consolidated balance sheet statement but excluding any such
obligations to any other member of the Megan Media Group,
and so that no amount shall be included or excluded more
than once.
“Equity” means, at any particular time, the aggregate of:
(i) the amount paid up or credited as paid up on the issued
share capital of the guarantor (other than any shares
which are expressed to be redeemable); and
(ii) the amount standing to the credit of the consolidated
capital and revenue reserves of the Megan Media Group
(including any share premium account, capital
redemption reserve fund, any revaluation reserve and
any credit balance on the consolidated profit and loss
account of the Megan Media Group).
“EBITDA” means, in respect of any financial period, the
Guarantor’s consolidated profits before taxation:
(i) before deducting any amount attributable to the
amortisation or the depreciation of assets;
(ii) before deducting any net finance cost (after taking into
account any interest income) as stated in the profit and
loss statement contained in the Guarantor’s consolidated
financial statements; and
(iii) before taking into account any items treated as
exceptional or extraordinary items.
Distribution by : The Guarantor may declare dividends upon fulfilment of the
Guarantor following conditions:
(i) The DPA is fully funded up to the required level and
would be and would remain fully funded after making the
declared dividend;
(ii) Total declared dividend by Guarantor in any one financial
year shall not exceed 20% of Consolidated Profit After
Tax of the Guarantor; and
 (iii) No Event of Default or Potential Event of Default has
occurred and is continuing.
Permitted : The Issuer shall be permitted from time to time to utilise
Investments funds held in the DPA to make Permitted Investments,
provided that such funds utilised for Permitted Investments
shall be remitted to the DPA immediately to meet any
payment obligations on the BBA Serial Bonds when due and
payable. Permitted Investments are to be Syariah-compliant
and be denominated in Ringgit.
Permitted Investments shall mean:
(i) Deposits in income bearing accounts with licensed
financial institutions (as defined in the Banking and
Financial Institutions Act 1989) having a minimum rating
of A1 and above;
(ii) Negotiable certificates of deposits issued by licensed
financial institutions (as defined in the Banking and
Financial Institutions Act 1989) having a minimum rating
of A1 and above;
(iii) Promissory notes, bonds, treasury bills and similar
instruments issued or guaranteed by the Government of
Malaysia; and/or
(iv) Debt or capital market instruments of private entities
having a minimum rating of A1 and above or P1.
Potential Event of : Any Event of Default or any condition which with the lapse of
Default time, giving of notice or making of a determination by the
Facility Agent and/or Trustee would constitute an Event of
Default.
Out-of-pocket : All out-of-pocket expenses incurred in the execution of the
Expenses transaction shall be payable by the Issuer. These expenses
would include but may not be limited to credit rating, trustee,
legal, and agency fees, travel, telecommunications, printing,
advertising bills and other miscellaneous expenses.
Financial Close : The date of signing of all legal documentation relating to the
BBA Serial Bonds.
Taxation : All payments shall be made free and clear of all present and
future withholding and other taxes. In the event that any such
taxes are in future imposed, the Issuer will make such
additional payments as are necessary to cause the holders of
the BBA Serial Bonds and/or the Facility Agent to receive net
the amount that they would have otherwise received.
Jurisdiction : The Issuer/Guarantor shall unconditionally and irrevocably
submit to the non-exclusive jurisdiction of the courts of
Malaysia.
Governing Law : Laws of Malaysia