Exhibit 10.1


 


 


 


 





Commercial Business
Development


Business Banking


Level 2, 257 &
259


Jalan Genting Kiang


Setapak,


53300, Kuala Lumpur


 


PRIVATE & CONFIDENTIAL


 


Date: 26-MAR-2013


 


CA Number: _________


 


PGCG ASSETS HOLDINGS
SDN BHD (983271U)


No. 11-2


Jalan 26/70A


Desa Sri Hartamas


50480 Kuala Lumpur


WP Kuala Lumpur
MALAYSIA


 


Dear Sirs


 


	RE:		BANKING FACILITY(IES) GRANTED TO PGCG ASSETS HOLDINGS SDN BHD ("BORROWER")





 


We, RHB Bank Berhad (“the Bank”) are pleased
to inform you that the Bank has agreed to:


 


(i) offer you the banking facility(ies) as stated below subject to the following terms
and conditions:-


 


		1.	THE BANKING FACILITY(IES)



 


The banking facility(ies) granted or to be granted to
you are as follows:


 






	Facility	 	Limit/Existing Limit(RM)	 	Additional/ Reduction(RM)	 	Total/Revised Limit(RM)
	Term Loan - 1 – Mortgage	 	0.00	 	1,160,000.00	 	1,160,000.00
	Term Loan - 2 – Mortgage	 	0.00	 	764,000.00	 	764,000.00
	Term Loan - 3 – Mortgage	 	0.00		764,000.00	 	764,000.00
	Term Loan - 4 – Mortgage	 	0.00	 	764,000.00	 	764,000.00
	Total	 	0.00	 	3,452,000.00	 	3,452,000.00









 


(hereinafter referred to as
"the Banking Facility" and where the Banking Facility comprises more than one banking facilities, the expression "Banking
Facility" shall where the context requires refer collectively to all and individually to each of the respective banking facilities
comprising the Banking Facility)




 






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	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013




 


 





		2.	PURPOSE



 


The Banking Facility shall be used for the
purpose(s) as set out below and if you require to use the Banking Facility or any part thereof for any other purpose, you shall
have to first obtain the Bank's prior written consent which may or may not be granted at the Bank's absolute discretion, and if
granted may be subject to such conditions as the Bank may impose:


 


ORA-01422: exact fetch returns more than requested number of rows-14221


 


		3.	AVAILABILITY
                                                                                                       PERIOD



 


		3.1	The granting/continued granting/extension of
the Banking Facility to you are at all times subject to availability of funds.



 


		3.2	The Term Loan - 1 - Mortgage is made available to you for drawdown for a period of
SIX (6) months from the date of first disbursement.



 


Any
undrawn amount will upon the expiry of the availability period be automatically cancelled and will not thereafter be
available for drawdown by you.


 


		3.3	The Term Loan - 2 - Mortgage is made available to you for drawdown for a period of SIX (6)
                                                                               months from the date of first disbursement.



 


Any undrawn amount will upon the
expiry of the availability period be automatically cancelled and will not thereafter be available for drawdown by you.


 





		3.4	The Term Loan - 3 - Mortgage is made available to you for drawdown for a period of
SIX (6) months from the date of first disbursement.



Any undrawn amount will
upon the expiry of the availability period be automatically cancelled and will not thereafter be available for drawdown by you.


 


		3.5	The Term Loan - 4 - Mortgage is made available to you for drawdown for a period of
SIX (6) months from the date of first disbursement.



Any undrawn amount will
upon the expiry of the availability period be automatically cancelled and will not thereafter be available for drawdown by you.







 


		4.	TENOR



 


		4.1	The Banking Facility is subject to periodic review at the sole and absolute discretion
of the Bank but, notwithstanding such periodic review, the Banking Facility shall be repayable on demand.



 


		4.2	Subject to and until such periodic review or demand under paragraph 4.1 hereof, the
Banking Facility is for the following tenor:



 


	FACILITY	TENOR
	Term Loan - 1 - Mortgage	288 Months
	Term Loan - 2 - Mortgage	288 Months
	Term Loan -3  - Mortgage	288 Months
	Term Loan -4  - Mortgage	288 Months


 






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	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013




 



 


		5.	INTEREST
                                                                                                       RATE(S)/COMMISSION/BANKING
                                                                                                       CHARGES/COMMITMENT FEE/OTHER
                                                                                                       CHARGES



 


		5.1	You shall pay interest on all monies due and payable by you and all monies outstanding
and owing to the Bank in relation to the Banking Facility and commission, discount charges and any other charges payable in relation
to the Banking Facility at such rate or rates as may be stipulated or prescribed by the Bank at any time and from time to time.
Without prejudice to the generality of the foregoing, you shall pay interest, commission, discount charges and any other charges
payable in relation to the Banking Facility at the following rates:-





 





	FACILITY	INTEREST RATE
	Term Loan-1 - Mortgage	Interest at ONE POINT NINE per centum (1.90%) per annum below the Bank’s Base Lending Rate with daily rests.
	Term Loan-2 - Mortgage	Interest at ONE POINT NINE per centum (1.90%) per annum below the Bank’s Base Lending Rate with daily rests.
	Term Loan-3 - Mortgage	Interest at ONE POINT NINE per centum (1.90%) per annum below the Bank’s Base Lending Rate with daily rests.
	Term Loan-4 - Mortgage	Interest at ONE POINT NINE per centum (1.90%) per annum below the Bank’s Base Lending Rate with daily rests.


 


(The
Bank's Base Lending Rate is currently at SIX POINT SIX per centum (6.6%) per annum)


 


		5.2	Interest and commission at the aforesaid rate(s) ("the Prescribed Rate"
which expression shall refer to the respective interest rates and commission chargeable on the respective facilities comprised
under the Banking Facility) shall be payable by you, as well after as before judgment or demand.



 


		5.4	You shall pay the Bank a commitment fee or such
other rate as the Bank may at its sole and absolute discretion stipulate from time to time:-



and the Bank shall be entitled
to debit the commitment fee into your current or overdraft or any other account at the end of the month;



 


		6.	INCREASED
                                                                                                                                RATE
                                                                                                                                OF
                                                                                                                                INTEREST
                                                                                                                                ON
                                                                                                                                DEFAULT/EXCESS
                                                                                                                                AMOUNT



 


In addition and without prejudice
to the rights and remedies of the Bank, if you shall default in the payment of any sums on their respective due dates you shall
pay interest on such overdue sums at the rate of 3.5% per annum above the Bank's Base Lending Rate or such other rate or rates
as the Bank may, at its sole absolute discretion, at any time and from time to time, impose without notice to you, and such rate
or rates of interest ("the Default Rate") shall be payable by you, as well after as before judgment or demand, from the
due date up to the date of actual repayment.


 


 






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	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 


 


		7.	REPAYMENT



 


Notwithstanding any provisions to
the contrary, the Banking Facility shall be payable on demand. In addition, you shall upon the expiry of the tenor (if any) of
the Banking Facility or part thereof, repay the entire outstanding sum under each of the Banking Facility which tenor has expired.
Until the expiry of the tenor of each of the Banking Facility or until a demand for repayment is made, you shall repay the Banking
Facility as follows:




 





	FACILITY	REPAYMENT TERMS
	Term Loan - 1 - Mortgage	Over 288 months,
	 	monthly instalments of RM6,724.83
	 	Pending full drawdown interest shall be paid monthly in arrears on the sum drawndown.




 








		
	Term Loan - 2 - Mortgage	Over 288 months,
	 	monthly instalments of RM4429.11
	 	Pending full drawdown interest shall be paid monthly in arrears on the sum drawndown.
	 	 
	Term Loan -3  - Mortgage	 Over 288 months,
	 	monthly instalments of RM4429.11
	 	 Pending full drawdown interest shall be paid monthly in arrears on the sum drawndown.
	 	 
	Term Loan -4  - Mortgage	Over 288 months,
	 	monthly instalments of RM4429.11
	 	Pending full drawdown interest shall be paid monthly in arrears on the sum drawndown.




 





		8.	SECURITY



 


The Banking Facility interest commissions
and banking and/or other charges and expenses payable thereon or in connection therewith are to be secured by:


 


General


 


		1.	As
Principal Instrument document, A Facility Agreement to be stamped for RM 3,452,000.00



 


New Security


 


		1.	Property - As subsidiary instrument, An Open all monies 1st party 1st legal charge to be
                                                                stamped nominally over commercial office lot with bearing address of No. E-0-2, (Ground Floor), Megan Avenue 1, No. 189, Jalan
                                                                Tun Razak, 50400 Kuala Lumpur erected on a freehold land held under Strata Title No. Geran 40011/M1-E/1/363, No. Petak 363,
                                                                Tingkat No.1, Bangunan No. M1-E, Lot 162 Seksyen 43, Bandar Kuala Lumpur, Daerah and Negeri Wilayah Persekutuan Kuala
                                                                Lumpur.



Property Type: Commercial
Lot - Office Premice


Address: No. E-0-2
( Ground Floor)


Megan Avenue 1


No. 189, Jalan Tun
Razak Kuala Lumpur


Title 1:


Title Type: STRATA
TITLE


Title Number: No. Geran 40011/M1-E/1/363,
No. Petak 363, Tingkat No.1, Bangunan No. Ml-E, Lot 162 Seksyen 43, Bandar Kuala Lumpur, Daerah and Negeri WP Kuala Lumpur


 


Mukim: BANDAR KUALA
LUMPUR


 


 






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	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 



  


		2.	Property - As subsidiary instrument,
                                                                An Open all monies 1st party 1st legal charge to be stamped nominally
                                                                over commercial office lot with bearing address of No. E-9-2,
                                                                (Eight Floor), Megan Avenue 1, No.189, Jalan Tun Razak, 50400
                                                                Kuala Lumpur erected on a freehold land held under Strata Title
                                                                No. Geran 40011/M1-E/9/417, No. Petak 417, Tingkat No.9, Bangunan
                                                                No. Ml-E, Lot 162 Seksyen 43, Bandar Kuala Lumpur, Daerah and
                                                                Negeri Wilayah Persekutuan Kuala Lumpur.



Property Type: Commercial Lot - Office Premice


Address: No. E-9-2
( Eight Floor)


Magan Avenue 1


No. 189, Jalan Tun
Razak Kuala Lumpur


Title 1:


Title Type: STRATA
TITLE


Title Number: No. Geran
40011/M1-E/9/417, No. Petak 417, Tingkat No. 9, Bangunan No. Ml-E, Lot 162 Seksyen 43, Bandar Kuala Lumpur, Daerah and Negeri
WP Kuala Lumpur


 


Mukim: BANDAR KUALA
LUMPUR







 





		3.	Property - As subsidiary instrument, An Open all monies 1st party 1st legal
charge to be stamped nominally over commercial office lot with bearing address of No. E-10-2, (Ninth Floor), Megan Avenue 1, No.189,
Jalan Tun Razak, 50400 Kuala Lumpur erected on a freehold land held under Strata Title No. Geran 40011/M1-E/10/423, No. Petak 423,
Tingkat No.10, Bangunan No. M1-E, Lot 162 Seksyen 43, Bandar Kuala Lumpur, Daerah and Negeri Wilayah Persekutuan Kuala Lumpur.



Property Type: Commercial Lot - Office Premice


Address: No. E-10-2
(Ninth Floor)


Megan Avenue 1


No. 189 Jalan Tun
Razak Kuala Lumpur


Title 1:


Title Type: STRATA
TITLE


Title Number: No. Geran 40011/M1-E/10/423,
No. Petak 423, Tingkat No.10, Bangunan No.M1-E, Lot 162 Seksyen 43, Bandar Kuala Lumpur, Daerah and Negeri WP Kuala Lumpur


 


Mukim: BANDAR KUALA LUMPUR




 


 






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	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 





		4.	Property - As subsidiary instrument, An Open all monies 1st party 1st legal
charge to be stamped nominally over commercial office lot with bearing address of No. E-11-2, (Tenth Floor), Megan Avenue 1, No.189,
Jalan Tun Razak, 50400 Kuala Lumpur erected on a freehold land held under Strata Title No. Geran 40011/M1-E/11/429, No. Petak 429,
Tingkat No.11, Bangunan No. M1-E, Lot 162 Seksyen 43, Bandar Kuala Lumpur, Daerah and Negeri Wilayah Persekutuan Kuala Lumpur.



Property Type:
Commercial Lot - Office Premice


Address: No. E-11-2
(Tenth Floor)


Megan Avenue 1


No. 189, Jalan Tun
Rzak Kuala Lumpur


 


Title 1:


Title Type: STRATA
TITLE


Title Number: No. Geran 40011/M1-E/11/429,
No. Petak 429, Tingkat No. 11, Bangunan No. Ml-E, Lot 162 Seksyen 43, Bandar Kuala Lumpur, Dearah and negeri WP Kuala Lumpur


 


Mukim: BANDAR KUALA
LUMPUR


 


		5.	Guarantee - Againts Corporate Guarantee for RM 3,452,000.00 to be executed by: a) Union Hub Technology
Sdn Bhd (807388-P)



 


		6.	Guarantee - Against Joint and Several Guarantee for RM 3,452,000.00 to be executed by:



a)Wong Weng Kung NRIC: 720909-08-5057


b)Chai Kok Wai NRIC: 721103-08-6143


 





	9.		CONDITIONS
                                                                                                                         FOR DRAWDOWN/UTILIZATION



 


		9.1	In addition to the conditions precedent for drawdown as stipulated in the General
Terms and Conditions annexed hereto, you shall also fulfill the following conditions precedent before you are allowed to drawdown
on the Banking Facility:



 


	9.1.1		To submit a copy of valid, stamped SPA with purchase price of not less than RM 1,450,000.00
for property bearing postal address E-0-2 Megan Avenue 1



	9.1.2		To submit a copy of valid, stamped SPA with purchase price of not less than RM 955,000.00
for property bearing postal address E-9-2 Megan Avenue 1



	9.1.3		To submit a copy of valid, stamped SPA with purchase price of not less than RM 955,000.00
for property bearing postal address E-10-2 Megan Avenue 1



	9.1.4		To submit a copy of valid, stamped SPA with purchase price of not less than RM 955,000.00
for property bearing postal address E-11-2 Megan Avenue 1



	9.1.5		Full valuation by a Bank panel valuer on property bearing postal address E-0-2 Megan
Avenue 1 confirming that the Open Market Value is not less than RM 1,450,000.00 and Marketability Factor of 7 or better.



	9.1.6		Full valuation by a Bank panel valuer on property bearing postal address E-9-2 Megan
Avenue 1 confirming that the Open Market Value is not less than RM 955,000.00 and Marketability Factor of 7 or better.



	9.1.7		Full valuation by a Bank panel valuer on property bearing postal address E-10-2 Megan
Avenue 1 confirming that the Open Market Value is not less than RM 955,000.00 and Marketability Factor of 7 or better.








 


 






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	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 





	9.1.8		Full valuation by a Bank panel valuer on property bearing postal address E-11-2 Megan
Avenue 1 confirming that the Open Market Value is not less than RM 955,000.00 and Marketability Factor of 7 or better.



	9.1.9		If the value quoted for any property mentioned above is lower, the Bank reserves the
right to vary the facility accordingly



	9.1.10		Confirmation that the difference between the loan amount and the purchase price had
been settled prior to drawdown



	9.1.11		Submission of a formal extension of abovementioned SPA granted by the vendors









 


9.2If,


 


		9.2.1	you shall fail to comply with any of the conditions precedent referred to in paragraph above and/or
in the General Terms and Conditions annexed hereto; and/or



		9.2.2	there has been a material adverse change in your condition, financial or otherwise after the date
of this Letter of Offer;



 


you will not be entitled to utilise
the Banking Facility and the Bank shall be entitled to cancel the Banking Facility hereby granted without any prior notice to
you and you shall be liable to reimburse and/or indemnify the Bank for all costs and expenses (including legal costs and expenses)
incurred by the Bank in connection with the approval and/or grant of the Banking Facility to you.


 





		10.	OTHER TERMS AND CONDITIONS



 


		10.1	The Borrower may at any time by giving to the Bank three (3)
months notice in writing or by paying three (3) months interest in lieu of notice repay the whole of the moneys then owing to the
Bank under the Term Loan Facility or such lesser amount in integral multiples of Ringgit Malaysia One Thousand Only (RM 1,000.00)
or such other amount as the Bank may in its absolute discretion accept PROVIDED THAT the acceptance of such lesser amount as aforesaid
by the Bank shall in no way entitle the Borrower to a reduction in the amount of any instalment but only to a reduction in the
number thereof.



 


		10.1.1	Any default in monthly repayment on due date of any money payable to the Bank for more than 30
days, the Borrower may be required to furnish the Bank 6 post dated cheques amounting equivalently to the monthly repayment amount
dated the 1st of each month. Upon the 6 post dated cheques being utilized for the monthly repayment, the Borrower may be required
to continue with the normal monthly repayment method



 


		10.2	In the event the difference between OPR (Overnight Policy Rate) and BLR (Base lending Rate) declines
to below 3.5% during loan tenure, the bank reserves the rights to increase the prevailing interest rate to at least BLR + 0.00%.
The interest rate of BLR +0% is to revert back to the prevailing rate in the event the difference between the OPR and BLR increases
to 3.5% and above.



 


		10.3	Notwithstanding anything herein, the Borrower's right to prepay shall only be exercisable upon
such conditions as the Bank may in its absolute discretion impose and the decision of the Bank shall be final and conclusive.



 


 






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	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 



 


	FACILITY	PREPAYMENT FEE
	Term Loan - 1 - Mortgage	Not Applicable
	Term Loan - 2 - Mortgage	Not Applicable
	Term Loan -3  - Mortgage	Not Applicable
	Term Loan -4  - Mortgage	Not Applicable


  


		10.4	Term Loan - 1 - Mortgage



 


10.4.1. Bank's Right to Vary Interest
Rate : Any default in payment on due date of any money payable (whether principal or interest) for more than 60 days will result
in the automatic conversion of pricing for ALL facilities to 2.5% p.a.over the Bank's prevailing BLR without any prior notification.


 


10.4.2. Late Payment Penalty Interest: All late payment of any money payable (whether principal or interest) will incur an additional interest of 1% p.a.


 


10.4.3. You shall as a term of the
offer comply with the Bank’s requirement that the security documentation in respect of the Banking Facilities be prepared by solicitors
on the Bank's panel. The fee for the professional legal services of the Bank's appointed solicitors in respect of the preparation
of the security documents for the Banking facility offered herein and all incidental expenses in connection with the stamping and
registration of the security documents and other charges will be paid by you.


 


10.4.4. Principal TL  repayment
to be commenced on the 1st of the month following the full drawdown. Interest to be paid in arrears.


 


10.4.5. A fee of 3.0% flat of the
original Banking Facility amount will be charged for any Banking Facility where, within the first three (3) years from the date
of first drawdown of the Banking Facility, there has been an occurrence of pre-payment, whether partial or in full, or a reduction
or redemption of the original approved banking Facility limit, whether partial or in full.


 


10.4.6. You are to insure with RHB
Insurance Berhad or any other insurance company approved by the Bank, the assets financed and/or charged in the name(s) of the
Owner(s) as charger(s) and RHB Bank Bhd as charge against such risks and for such sums as the Bank may require, and you are to
let the Bank have custody of the original policy and premium receipt.


 


10.4.7. In the event the difference
between OPR (Overnight Policy Rate) and BLR (Base Lending Rate) reduces to below 3.5% during the loan tenure, the Bank reserves
the rights to increase the prevailing interest rate spread to maintain the margin between OPR and BLR at 3.5%. However, should
the difference between the OPR and BLR increases to 3.5% and above, the prevailing interest rate will take effect.


 


10.4.8. To execute a standing instruction for
the monthly term loan installment.


 









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	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 



 


		10.5	Term Loan - 2 - Mortgage



 


10.5.1. Bank's Right to Vary Interest
Rate: Any default in payment on due date of any money payable (whether principal or interest) for more than 60 days will result
in the automatic conversion of pricing for ALL facilities to 2.5% p.a.over the Bank’s prevailing BLR without any prior notification.


 


10.5.2. Late Payment Penalty Interest
: All late payment of any money payable (whether principal or interest) will incur an additional interest of 1% p.a.


 



10.5.3. You shall as a term of the
offer comply with the Bank's requirement that the security documentation in respect of the Banking Facilities be prepared by
solicitors on the Bank's panel. The fee for the professional legal services of the Bank's appointed solicitors in respect of the
preparation of the security documents for the Banking facility offered herein and all incidental expenses in connection with the
stamping and registration of the security documents and other charges will be paid by you.


 


10.5.4. Principal TL repayment to
be commenced on the 1st of the month following the full drawdown. Interest to be paid in arrears.


 


10.5.5. A fee of 3.0% flat of the
original Banking Facility amount will be charged for any Banking Facility where, within the first three (3) years from the date
of first drawdown of the Banking Facility, there has been an occurrence of pre-payment, whether partial or in full, or a reduction
or redemption of the original approved banking Facility limit, whether partial or in full.


 


10.5.6. You are to insure with RHB
Insurance Berhad or any other insurance company approved by the Bank, the assets financed and/or charged in the name(s) of the
Owner(s) as charger(s) and RHB Bank Bhd as charge against such risks and for such sums as the Bank may require, and you are to
let the Bank have custody of the original policy and premium receipt.





 


10.5.7. In the event the difference
between OPR (Overnight Policy Rate) and BLR (Base Lending Rate) reduces to below 3.5% during the loan tenure, the Bank reserves
the rights to increase the prevailing interest rate spread to maintain the margin between OPR and BLR at 3.5%. However, should
the difference between the OPR and BLR increases to 3.5% and above, the prevailing interest rate will take effect.


 


10.5.8. To execute a standing instruction for
the monthly term loan installment.


 





	10.6 		Term Loan - 3 - Mortgage



 


10.6.1. Bank's Right to Vary
Interest Rate : Any default in payment on due date of any money payable (whether principal or interest) for more than 60 days
will result in the automatic conversion of pricing for ALL facilities to 2.5% p.a.over the Bank's prevailing BLR without any prior
notification.


 


10.6.2. Late Payment Penalty
Interest : All late payment of any money payable(whether principal or interest) will incur an additional interest of 1% p.a.







 


 






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	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 






10.6.3. You shall as a term
of the offer comply with the Banks requirement that the security documentation in respect of the Banking Facilities be prepared
by solicitors on the Bank's panel. The fee for the professional legal services of the Bank's appointed solicitors in respect of
the preparation of the security documents for the Banking facility offered herein and all incidental expenses in connection with
the stamping and registration of the security documents and other charges will be paid by you.


10.6.4. Principal TL repayment
to be commenced on the 1st of the month following the full drawdown. Interest to be paid in arrears.


 


10.6.5.
A fee of 3.0% flat of the original Banking Facility amount will be charged for any Banking Facility where, within the first three
(3) years from the date of first drawdown of the Banking Facility, there has been an occurrence of pre-payment, whether partial
or in full, or a reduction or redemption of the original approved banking Facility limit, whether partial or in full


 


10.6.6. You are to insure with
RHB Insurance Berhad or any other insurance company approved by the Bank, the assets financed and/or charged in the name(s) of
the Owner(s) as charger(s) and RHB Bank Bhd as charge against such risks and for such sums as the Bank may require, and you are
to let the Bank have custody of the original policy and premium receipt.


 


10.6.7. In the event the difference
between OPR (Overnight Policy Rate) and BLR (Base Lending Rate) reduces to below 3.5% during the loan tenure, the Bank reserves
the rights to increase the prevailing interest rate spread to maintain the margin between OPR and BLR at 3.5%. However, should
the difference between the OPR and BLR increases to 3.5% and above, the prevailing interest rate will take effect.


 


10.6.8. To execute a standing instruction for the monthly
term loan installment.


 


	10.7		Term Loan - 4 - Mortgage



 


10.7.1. Bank's Right to Vary
Interest Rate : Any default in payment on due date of any money payable (whether principal or interest) for more than 60 days will
result in the automatic conversion of pricing for ALL facilities to 2.5% p.a.over the Bank's prevailing BLR without any prior notification.


 


10.7.2.
Late Payment Penalty Interest : All late payment of any money payable


(whether principal or interest) will incur an additional
interest of 1% p.a.


 


10.7.3. You shall as a term
of the offer comply with the Bank's requirement that the security documentation in respect of the Banking Facilities be prepared
by solicitors on the Bank's panel. The fee for the professional legal services of the Bank's appointed solicitors in respect of
the preparation of the security documents for the Banking facility offered herein and all incidental expenses in connection with
the stamping and registration of the security documents and other charges will be paid by you.


 


10.7.4. Principal TL repayment to
be commenced on the 1st of the month following the full drawdown. Interest to be paid in arrears.







 





 






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	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 



 





10.7.5.
A fee of 3.0% flat of the original Banking Facility amount will be charged for any Banking Facility where, within the first three
(3) years from the date of first drawdown of the Banking Facility, there has been an occurrence of pre-payment, whether partial
or in full, or a reduction or redemption of the original approved banking Facility limit, whether partial or in full


 


10.7.6. You are to insure with
RHB Insurance Berhad or any other insurance company approved by the Bank, the assets financed and/or charged in the name(s) of
the Owner(s) as charger(s) and RHB Bank Bhd as charge against such risks and for such sums as the Bank may require, and you are
to let the Bank have custody of the original policy and premium receipt.


 


10.7.7. In the event the difference
between OPR (Overnight Policy Rate) and BLR (Base Lending Rate) reduces to below 3.5% during the loan tenure, the Bank reserves
the rights to increase the prevailing interest rate spread to maintain the margin between OPR and BLR at 3.5%. However, should
the difference between the OPR and BLR increases to 3.5% and above, the prevailing interest rate will take effect.


 


10.7.8. To execute a standing instruction for the monthly
term loan installment.











 


		11.	INFORMATION
                                                                                                                           DISCLOSURE



 


The Bank shall have the right to provide any information
on you and the Banking Facility to:-


 


		11.1	Bank Negara Malaysia, Cagamas Bhd and such other authorities as may be authorised by law to obtain
such information;



 


		11.2	companies which are now or in future may be within the RHB Capital Berhad Group of Companies;



 


		11.3	any Security Party;



 


		11.4	solicitors and/or other agents in connection with
the preparation of any facility or security documents hereunder or any action or proceeding for the recovery of monies
due and payable hereunder;



 


		11.5	any potential assignee or other person proposing
to enter into any contractual arrangement which requires the disclosure of such information; and



 


 



    	11



    	 



    




 








	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 



 


		11.6	companies which are or which in the future may be subsidiaries of the Bank PROVIDED that the Bank
shall take all reasonable care to ensure that such information shall remain confidential within the Bank's group of subsidiaries.



 


	12.		AMENDMENT
                                                                                                                          AND/OR
                                                                                                                          ADDITIONAL
                                                                                                                          TERMS
                                                                                                                          AND
                                                                                                                          CONDITIONS



 


		12.1	The Bank may at any time hereafter at your request or at the Bank's absolute discretion
grant additional banking facilities to you and/or convert and/or vary and/or substitute all
or any of the Banking Facility hereby granted into another banking facility or facilities and, in any such event, the securities
liabilities and/or obligations created pursuant to and by this Letter of Offer shall continue to be valid and binding for all
purpose whatsoever up to the limit of the total banking facilities advanced to you notwithstanding such addition or change before-mentioned
but subject to such variations as shall be made known by the Bank to you and or implied by law or trade usage governing or applicable
to the addition and/or changes as aforesaid.



 


		12.2	Notwithstanding any provisions to the contrary, the terms of this Letter of Offer may, at any time
and from time to time, be varied or amended by the Bank at its absolute discretion with or without notice to you and thereupon
such amendments and variations shall be deemed to become effective and the relevant provisions of this Letter of Offer shall be
deemed to have been amended or varied accordingly and shall be read and construed as if such amendments and variations had been
incorporated in and had formed part of this instrument at the time of execution hereof.





 








		13.	CANCELLATION
                                                                                                                          AND
                                                                                                                          DEMAND



 


Notwithstanding any other provisions
herein stated relating to the availability of the facility(s) or any part thereof, the Bank reserves the right to recall/cancel
the facility(s) or any part thereof, at any time it deems fit without assigning any reason thereto by giving written notice of
the same, whereupon the facility(s) or such part thereof shall be cancelled and the whole indebtedness or such part thereof shall
be repayable on demand.


 


		14.	ANNEXURES



 


The terms and conditions set out
in the Annexures hereto form an integral part of this Letter of Offer and in the event of any conflict or discrepancy between the
terms and conditions in this Letter of Offer and the terms and conditions in the Annexures, the terms and conditions in this Letter
of Offer shall prevail.


 


Please indicate your acceptance of the Banking
Facility upon the terms and conditions herein by signing the duplicate of this letter and returning the same to the Bank within
fourteen (14) days from the date hereof. In addition, you are required to execute such loan/security documents which the Bank's
solicitors shall advise are necessary for the protection of the Bank's interest.


 


If this Letter of Offer is issued for the purpose
of the renewal or extension of the Banking Facility, the continued utilisation of the Banking Facility shall be deemed to be an
acceptance of and subject to the terms and conditions of this Letter of Offer notwithstanding your failure to acknowledge receipt
or acceptance of this Letter of Offer in writing.




 


 






    	12



    	 



    

 


 











	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 





We thank you for giving us the opportunity
to be of service to you.


 


 


Yours
faithfully


 


for
RHB BANK BERHAD




 


 


 


 


	/s/ Chock Shiau Li	/s/ Alan, Gob Kok Kong
	Chock Shiau Li

        Sales Manager

        Business Banking

        Commercial Business Banking
	Alan, Gob Kok Kong


Team
Manager


Business Banking


Commercial Business Banking










 


 


 


 





I/We, the undersigned hereby confirm that I/We
have read the terms and conditions set out above and in the Annexures hereto and taken note of the same. I/We hereby accept the
Banking Facility upon the terms and conditions mentioned above and in the Annexures. And, I/we hereby declare that I/we or none
of our directors or managers are directly related as a spouse or child or parent to any of the directors officers or employees
of the RHB Capital Berhad Group of Companies.


 


Signed for and on behalf of
(PGCG ASSETS HOLDINGS SDN BHD)




 





 





	PGCG ASSETS HOLDINGS SDN BHD
(Company No: 983271-U)
	PGCG ASSETS HOLDINGS SDN BHD

(Company No: 983271-U)

	 
/s/ ___________________________
Authorised Signature
	 
/s/ ___________________________
Authorised Signature




 


    	13



    	 



    

 


	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 





RHB Bank Bhd.
Ref:                               


Date of Letter of Offer: 26-MAR-2013


Borrower: PGCG ASSETS HOLDINGS SDN BHD (983271U)


 


ANNEXURE
I


 


THE
GENERAL TERMS AND CONDITIONS


 


	1.		REPRESENTATIONS
                                                                                                                        AND WARRANTIES



 


The Borrower hereby represents
and warrants to the Bank that:-


 


		(i)	the Borrower has full legal right, authority, power and capacity to accept and to borrow the Banking
Facility and to perform the terms of this Letter of Offer. In the event the Borrower is a company, the Borrower is a company duly
incorporated and validly existing under the laws of Malaysia and has full power and authority to carry on its present business;



		(ii)	the terms of this Letter of Offer constitute legal, valid and binding obligations enforceable
against the Borrower;



		(iii)	all consents authorisations and approvals which are required
to be obtained in connection with or are necessary for the acceptance, delivery, legality or enforceability of this Letter of Offer
and the use of the Banking Facility have been obtained and are in full force and effect;



		(iv)	the Borrower's acceptance of this Letter of Offer and the
performance of the terms herein will not contravene any law, regulation, order or decree of any governmental authority, agency
or court to which the Borrower is subject;



		(v)	the Borrower is not in default under any agreement to which the Borrower is a party or by which
the Borrower may be bound and no litigation arbitration or administrative proceedings are presently current or pending or threatened
against the Borrower;



		(vi)	all information furnished by the Borrower to the Bank in
connection with the Banking Facility are true and correct and there has been no omission which would render the information inaccurate
or misleading;



		(vii)	the Borrower's last audited accounts have been prepared in
accordance with accounting principles and practices generally accepted in Malaysia and give a true and fair view of the Borrower's
financial position as at that date;



		(viii)	there are no winding-up proceedings currently pending or
threatened against the Borrower;



		(ix)	none of the Borrower's directors, shareholders, managers or their spouses, parents and children
are in the employment of or directly related to any of the directors officers or employees of the RHB Capital Berhad Group of Companies



 


		2.	CONDITIONS PRECEDENT



 


		2.1	The Banking Facility will be made available for the Borrower's utilisation upon the
fulfilment of the following conditions precedent:-



 


		(i)	the Bank shall have received the Borrower's acceptance of this Letter of Offer within the time
prescribed;



		(ii)	all loan/security documents which are required herein and/or such other documents as may be required
by the Bank and/or its solicitors shall have been executed by the Borrower and/or the relevant security parties, duly stamped and
registered at such registries as the Bank may deem necessary or expedient within thirty (30) days from the date of the acceptance
of the Letter of Offer or such other time as may be stipulated by the Bank;



		(iii)	the Bank shall have received copies of the following documents certified as true and correct by
the Borrower's secretary or director:-



		(a)	all authorisations, licenses, approvals and consents which
are necessary for the financing by the Bank hereunder, the carrying on of the Borrower's business and the execution of the security
documents (if any);



		(b)	the Borrower's Board of Directors' Resolution authorising
the acceptance and the borrowing of the Banking Facility and/or the execution of the loan/security documents (if any);



		(c)	a copy each of the Borrower's (if applicable) certificate
of incorporation and the Memorandum and Articles of Association and the Forms 24, 44, and 49 of the Companies Act 1965;



		(d)	specimen signatures, authenticated in such manner as the Bank may require, of the persons authorised
to act on the Borrower's behalf in respect of the transactions hereunder.



		(iv)	the Borrower shall have paid all fees or charges payable or agreed to be paid by the Borrower to
the Bank for or in connection with the Banking Facility including the preparation and perfection of the loan/security documents;



		(v)	no Event of Default (as hereinafter stated) or no event which with the giving of notice or lapse
of time or both would constitute an Event of Default shall have occurred or be continuing;



		(vi)	no extraordinary circumstances or change of law or other governmental action shall
have occurred which makes it improbable that the Borrower will be able to observe or perform the covenants and obligations herein;
and



 






    	14



    	 



    

 







	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 





		(vii)	the Bank's solicitors shall have made a search
on the Borrower at the Companies Commission of Malaysia and the Director-General of Insolvency's Office and the results thereof
shall have been satisfactory to the Bank.



 


		2.2	In the case where guarantee(s) and/or other security ("the
Security Document") is/are required by the Bank from third party(ies) ("the Security Party) , the utilisation of the
Banking Facility shall also be subject to the fulfilment of the following additional conditions precedent:-



(i)the Security
Document shall have been duly perfected and forwarded to the Bank;


(ii)where the Security Party is a body corporate,
such Security Party shall have forwarded to the Bank


copies of the following
documents:-


		(a)	its Board of Directors' Resolution authorising the execution of the Security Document;



		(b)	a certified copy of its certificate of incorporation and Memorandum and Articles of Association
and the Forms 24, 44, and 49 of the Companies Act 1965;



		(iii)	the Bank's solicitors shall have made a search on the Security Party at the Companies Commission
of Malaysia and/or the Director-General of Insolvency's Office and the results thereof shall have been satisfactory to the Bank;



		(iv)	all authorisations, approvals and consents which are necessary for the creation and delivery of
the Security Document to the Bank hereunder, shall have been obtained and delivered to the Bank;



 


	3.		AFFIRMATIVE COVENANTS



 


During
the tenor of the Banking Facility the Borrower shall:-


			



		(i)	carry out the Borrower's business diligently and efficiently
and in accordance with sound financial practices;



		(ii)	furnish to the Bank all information reasonably required by the Bank in relation to the Borrower's
business and financial position;



		(iii)	keep full, proper and up-to-date accounts and furnish to the Bank within one hundred and eighty
(180) days from the end of each of the Borrower's financial year copies of the Borrower's annual report together with the balance
sheet and profit and loss account duly audited and certified by a qualified independent auditor;



		(iv)	keep and maintain the Borrower's present paid up share capital
and any increases thereof;



		(v)	punctually pay and/or cause to be paid all rents rates taxes and all other outgoings payable in
respect of the premises at which the Borrower carry on business and properties which are security for the repayment of the Banking
Facility;



		(vi)	appoint from time to time only such auditor or firm of auditors
acceptable to the Bank;



		(vii)	notify the Bank of the occurrence of an Event of Default stipulated hereunder or of any event which
would constitute an event of default in relation to any of the Borrower's other indebtedness; and



		(viii)	notify the Bank of any change in the Borrower's Board of Directors or its management or its major
or controlling shareholders or partners.



 


	4.		RESTRICTIVE COVENANTS



 


During
the tenor of the Banking Facility the Borrower shall not, without the prior written consent of the Bank :-


			



		(i)	add to, delete, vary or amend the Borrower's Memorandum and Articles of Association in any manner
which would be inconsistent with the terms of this Letter of Offer,



		(ii)	change the Borrower's financial year or the nature of the
Borrower's business;



		(iii)	sell, transfer, lease or otherwise dispose of a substantial part of the Borrower's capital assets
or undertake or permit any merger, consolidation or reorganisation;



		(iv)	enter into any transaction with any person firm or company except in the ordinary course of business
and at arm's length commercial terms;



		(v)	decrease or alter the Borrower's authorised or issued capital or alter the structure thereof or
the rights attached thereto; and



		(vi)	change the Borrower's major or controlling shareholding or
partnership structure.



 


	5.		VARIATION OF INTEREST RATES



 


		5.1	The Bank shall be entitled at its sole and absolute discretion, without notice to
the Borrower, vary at any time and from time to time the Base Lending Rate of the Bank and/or Cost of Funds and/or the margin
of interest imposed above the Base Lending Rate and/or Cost of Funds of the Bank and/or commissions or other rates of interest
chargeable PROVIDED THAT the Bank will endeavour to provide notice of such variation(s) in the following manner:



 


		(a)	in respect of the Base Lending Rate of the Bank by displaying at the premises of the
Bank a general notice of the change of the Base Lending Rate of the Bank addressed to the public generally and such display shall
be deemed sufficient notice to the Borrower or by including a notice in the periodic statement of accounts sent to the Borrower or by
any other modes deemed fit and proper by the Bank; and













    	15



    	 



    

 


	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 


		(b)	in respect of the margin of interest imposed above the Base
Lending Rate and/or Cost of Funds of the Bank and/or commissions by serving a notice in writing (which notice may be included in
the periodic statements of account sent to the Borrower) on the Borrower of the change in the margin of interest imposed above
the Base Lending Rate and/or Cost of Funds of the Bank and/or in the commissions and such notice shall be deemed to have been sufficiently
served on the Borrower if sent by ordinary mail to the Borrower's usual or last known place of residence/business or to the address
abovestated;



PROVIDED ALWAYS that the effective
date of the change of the Base Lending Rate and/or margin of interest imposed above the Base Lending Rate and/or Cost of Funds
and/or in the commissions or the other rates of interest chargeable shall be the date stipulated by the Bank at its sole absolute
discretion. And notwithstanding anything hereinbefore contained, any delay or failure on the part of the Bank to give notice in
accordance with the provisions herein contained shall not absolve the Borrower from its obligation to pay the rate of interest
and/or commissions determined by the Bank and such rate of interest so determined by the Bank shall be payable from such date as
the Bank shall in its sole and absolute discretion stipulate.


 


		5.2	The Bank shall be entitled at any time at its sole and absolute discretion with or without
                                                                               notice to the Borrower and without assigning any reason to change the fundamental basis of calculation of the Prescribed Rate
                                                                               (whether it be the Base Lending Rate, Cost of Funds or any other basis by whatsoever named called).


 

		6.	CAPITALISATION OF INTEREST



Interest commission and fees remaining
unpaid at the time when it shall become due and payable and all costs charges expenses and other moneys due and payable shall be
added to the principal amount advanced under the Banking Facility and thereafter be treated as principal and be chargeable with
interest at such rate at which interest shall from time to time and at any time be payable under this Letter of Offer. For the
purpose of ascertaining whether the limit of the Banking Facility intended to be advanced or secured has been exceeded or not,
all accumulated and capitalised interest, commission, fees, costs, charges, expenses and such other moneys shall be deemed to be
interest and not principal.


		7.	INTEREST
                                                                                                      AFTER DEMAND OR JUDGMENT



Notwithstanding the exercise by the
Bank of any of its rights provided for hereunder or any other statutory or other rights or the making of any demand, interest chargeable
on the Banking Facility shall continue to be chargeable on any sum of money which remains due and unpaid hereunder after the exercise
of any of these rights and if not duly paid such interest will continue to be capitalised as provided herein notwithstanding that
the banker-customer relationship may have ceased for any reason whatsoever; AND in the event that judgment is obtained in relation
to any sum of money owing hereunder, wherein it is adjudged that any sum of money be paid to the Bank, interest shall be payable
on such sum of money so adjudged to be payable to the Bank at the rate of interest chargeable hereunder from the date of such judgment
until the date of full payment.


		8.	EVENTS
                                                                                                      OF DEFAULT



 


All monies outstanding under the Banking
Facility together with interest thereon and all other monies relating thereto shall become immediately repayable by the Borrower
upon demand being made by the Bank or upon the occurrence of any of the following events:





		(a)	the Borrower defaults in the payment of any money payable to the Bank after the same shall have become due



whether formally
demanded or not;


		(b)	the Borrower defaults under any other provision herein which is not capable of remedy or which, being capable of remedy, is
not remedied within fourteen (14) days after being required to do so by the Bank;



		(c)	any representation, warranty or condition made or implied by the Borrower herein is incorrect or misleading in any material
respect;



		(d)	any license, authorisation, approval, consent or permit which is required for the Borrower's business
or the performance of the Borrower's obligations hereunder is revoked or withheld or modified or is otherwise not granted or fails
to remain in full force and effect;



		(e)	any of the Borrower's indebtedness or the indebtedness of
any of the Security Party or their respective affiliate(s) or related corporation(s) becomes capable, in accordance with the relevant
terms thereof, of being declared due prematurely by reason of a default by the Borrower or such Security Party or affiliate(s)
or related corporation(s) of their respective obligations in respect of the same or the Borrower or any of the Security Party or
affiliate(s) or related corporation(s) fail to make 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;



		(f)	a petition be presented or an order be made or a resolution
be passed for the Borrower's winding-up or the winding up of any of the Borrower's affiliate(s) or related corporation(s) or Security
Party which is a body corporate;





 



    	16



    	 



    




	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 


		(g)	a receiver and/or manager or liquidator is appointed to take possession
of the Borrower's properties or undertaking or the properties or undertaking of any of the Borrower's affiliate(s) or related corporation(s)
or Security Party which is a body corporate;



		(h)	the Borrower or any of the Borrower's affiliate(s) or related corporation(s)
or Security Party which is a body corporate ceases or threatens to cease to carry on all or a substantial part of the Borrower's
business or the Borrower's affiliate(s)' or related corporation(s)' or the Security Party's business;



		(i)	any judgment is obtained against the Borrower or any of the Borrower's affiliate(s)
or related corporation(s) or Security Party;



		(j)	the Borrower or any of the Borrower's affiliate(s) or related corporation(s)
or Security Party enters into any composition or arrangement with or for the benefit of their respective creditors;



		(k)	any other event or series of events whether related or not has or have occurred
which in the opinion of the Bank (which opinion shall be final and binding) could or might affect or prejudice the Borrower's ability
or willingness to comply with all or any of the Borrower's obligations hereunder;



		(1)	the Borrower or any of the Security
Party who is an individual person commits any act of bankruptcy or becomes bankrupt or shall die or become insane;



		(m)	any of the Security Document given to the Bank is or becomes
for any reason whatsoever invalid or unenforceable;



		(n)	if the Bank shall in its sole discretion consider that the Banking Facility
or any of its security or its security position in relation to the repayment of the Banking Facility to be in jeopardy.



(The expression "affiliate"
means in relation to any one corporation, any corporation directly or indirectly controlling, controlled by or under direct or
indirect common control, in each case whether in law or in fact with such corporation and the expression "related corporation"
shall be construed in accordance with the Companies Act, 1965).


 


		9.	BANK'S RIGHT TO COMMENCE FORECLOSURE AND LEGAL PROCEEDING
CONCURRENTLY



 


Upon default or breach by the Borrower
of any term, covenant, stipulation and/or undertaking herein provided and on the part of the Borrower to be observed and performed,
the Bank shall thereafter have the right to exercise all or any of the remedies available whether by this Letter of Offer or Security
Document or by statute or otherwise and shall be entitled to exercise such remedies concurrently, including pursuing all remedies
of sale or possession and civil suit to recover all moneys due and owing to the Bank.


 


		10.	ILLEGALITY



 


If
the Bank determines that the introduction or variation of any law, regulation or official directive (whether or not having
the force of law) or any change in the interpretation or application thereof makes it unlawful for the Bank to maintain, fund or
give effect to its obligations hereunder, the Bank shall forthwith give notice of such determination to the Borrower whereupon
the Banking Facility to such extent shall be cancelled and the Borrower will forthwith upon notice from the Bank repay all monies
outstanding under the Banking Facility together with interest thereon and all other monies agreed to be paid by the Borrower hereunder.


 


		11.	INCREASED COSTS



 


Where
the Bank determines that, as a result of the introduction or variation of any law, order, regulation or official directive (whether
or not having the force of law), or any change in the interpretation or application thereof by any competent authority, or compliance
with any request (whether or not having the force of law) from Bank Negara Malaysia or other fiscal, monetary or other authority,
the cost to the Bank of making available or continuing to make available the Banking Facility is increased or the amount of any
sum received or receivable by the Bank in respect of the Bank making or continuing to make available the Banking Facility or the
effective return to the Bank under the Banking Facility is reduced or the Bank is obliged to make any payment (except in respect
of tax on the Bank's overall net income) or forego any interest or other return on, or calculated by reference to, the amount of
any sum received or receivable by the Bank from the Borrower under the Banking Facility, then the Bank shall notify the Borrower
of the circumstances leading to the Bank's determination and:-


		(i)	the Borrower shall on demand pay to the Bank such reasonable amounts as
the Bank may from time to time and at any time notify the Borrower to be necessary to compensate the Bank for such additional cost,
reduction, payment or foregone interest or return provided that nothing herein contained shall prevent the Borrower from taking
all necessary steps to mitigate the effect of such increased cost; and



		(ii)	at any time thereafter, so long as the circumstances giving rise to the
obligation to make the compensating payment continue, the Borrower may upon giving the Bank not less than thirty (30) days' notice,
cancel the Banking Facility.





 






    	17



    	 



    

 


	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013





		12.	MARKET
                                                                                                                           DISRUPTION



 


If in the opinion of the Bank, there has, since
the date of this offer, been a change in national or international monetary, financial, economic or political conditions or currency
exchange rates or exchange control which would render the Banking Facility temporarily or permanently commercially impracticable
or impossible, the Bank shall notify the Borrower thereof, and:-


		(i)	whilst such circumstances exist, no utilisation of the Banking Facility will be allowed;



		(ii)	the Bank shall negotiate in good faith for an alternative basis acceptable to the Bank for continuing
the Banking Facility; and



		(iii)	unless within thirty (30) days after the giving of such notice such circumstances cease to exist
or an alternative basis acceptable to the Bank is arrived at, the Banking Facility shall be cancelled.



 


		13.	LEGAL
                                                                                                       AND INCIDENTAL EXPENSES



 


The Borrower shall pay all legal fees and incidental
expenses in connection with the preparation, stamping and registration of any security documents required by the Bank hereunder
even though the said documents are not executed by the Borrower for any reason whatsoever. If any money payable under the Banking
Facility is required to be recovered through any process of law, the Borrower shall be liable to pay the Bank's solicitors' fees
(on a solicitor and client basis) and any other fees and expenses incurred in respect of such recovery.


 


		14.	WAIVER
                                                                                                       AND INDULGENCE



 


The terms and conditions herein may be waived
by the Bank in whole or in part with or without conditions at the discretion of the Bank without prejudicing the rights of the
Bank hereunder and any failure by the Bank to enforce any of the provisions hereunder or any forbearance delay or indulgence granted
by the Bank to the Borrower shall not be construed as a waiver of the Bank's rights hereunder.


 


		15.	BANKING
                                                                                                       AND FINANCIAL INSTITUTIONS
                                                                                                       ACT, 1989



 


The approval
of the Banking Facility to the Borrower shall be upon the condition that the Bank will not breach or contravene any law legislation
or regulation including, without limiting the generality of the foregoing, the provisions of Section 62 of the Banking And Financial
Institutions Act, 1989 or any other provisions thereof. The Borrower hereby declares to the Bank that none of the Borrower's directors,
shareholders, managers or their spouses, parents and children are in the employment of or directly related to any of the directors
officers or employees of the RHB Capital Berhad Group of Companies. In the event any such relationship is established or discovered
now or in the future the Bank reserves the right forthwith to terminate and recall the Banking Facility.


 


		16.	DUTY
                                                                                                       TO VERIFY STATEMENTS OF
                                                                                                       ACCOUNTS/CERTIFICATE OF
                                                                                                       BANK



 


The Borrower shall verify all statements of
accounts sent to the Borrower by the Bank and immediately revert to the Bank in the event of any discrepancy in such statements
of accounts failing which they shall be deemed to be conclusive and binding against the Borrower. A statement by the Bank and signed
by any of its officers as to what at any time is the amount outstanding and rate of interest chargeable shall, save for manifest
errors be final and conclusive and shall not be questioned by the Borrower on any account whatsoever.


 


		17.	SET
                                                                                                       OFF/COMBINATION OR CONSOLIDATION
                                                                                                       OF ACCOUNTS



 


		(a)	The Bank shall be entitled (but shall not be obliged) at
any time and without notice to the Borrower to combine, consolidate or merge all or any of the Borrower's accounts and liabilities
with and to the Bank anywhere whether in or outside Malaysia, alone or jointly with any other person and may transfer or set off
any sums in credit in such accounts in or towards satisfaction of any of the Borrower's liabilities whether actual or contingent,
primary or collateral notwithstanding that the credit balances on such accounts and the liabilities on any other accounts may not
be expressed in the same currency and the Bank is hereby authorised to effect any necessary conversions at the Bank's own rate
of exchange then prevailing.



		(b)	Without prejudice to the generality of the above, the Bank further reserves the right at any time
and without notice to the Borrower to debit any of the Borrower's accounts (whether in credit or debit) with the Bank for all payments
due and payable by the Borrower howsoever to the Bank.





 


 






    	18



    	 



    

 





	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 





		18.	SUSPENSE
                                                                               ACCOUNT



Any money received by the Bank in respect of the Banking
Facility may be kept to the credit of a suspense account for so long as the Bank thinks fit without any obligation in the meantime
to apply the same or any part thereof in or towards settlement of any liabilities due by the Borrower to the Bank.


xxxxxxxxx
END OF ANNEXURE xxxxxxxxxx




 


 


 


 


 






    	19



    	 



    

 


	PGCG ASSETS HOLDINGS SDN BHD (983271U)	 
	CA Number: ________	26-MAR-2013


 


RHB Bank Bhd.
Ref:                               


Date of Letter of
Offer: 26-MAR-2013


Borrower: PGCG ASSETS HOLDINGS
SDN BHD (983271U)


 


ANNEXURE IA 



 


ADDITIONAL
GENERAL TERMS AND CONDITIONS


 


	1.		During the tenor of the Banking Facility the
Borrower shall:-



 


		(i)	permit at all times the Bank, its officers, servants and/or
agents to inspect all records of the Borrower at any office, branch or place of business of the Borrower or elsewhere and all records
kept by any other authorities or persons in so far as such records relate to or affect the businesses and the properties of the
Borrower and for the purpose of such inspection, give to or procure for the Bank and any officer, servant and/or agent of the Bank
such written authorisations as may be required by the Bank;



		(ii)	notify the Bank in the event the Borrower creates any form of charge, mortgage, debenture, pledge,
lien, encumbrances or security interest of whatever nature or permit to exist any caveat or prohibitory order or both in respect
of any of the Borrower's properties;



		(iii)	ensure that all loans or advances from its directors, shareholders and Related Corporation are
subordinated to the Indebtedness; and



		(iv)	in the event the Borrower or any of its subsidiaries or related companies (present and future)
("the Borrower Group of Companies) requires any banking, financial, investment and/or advisory products or services (collectively
"the Products") which is offered by the RHB Capital Berhad Group of Companies in its normal course of business, the Borrower
shall offer or cause the Borrower Group of Companies to offer the relevant RHB Capital Berhad Group of Companies the right of first
refusal to provide the Products to the Borrower or the Borrower Group of Companies.
	 	 	 



 


	2.		During the tenor of the Banking Facility the
Borrower will not, without the prior written consent of the Bank :-



 


		(i)	enter into any partnership, profit-sharing or royalty agreement whereby the Borrower's income or
profits are, or might be, shared with any other person, firm or company;



		(ii)	enter into any management contract or similar arrangement whereby the Borrower's business or operations
are managed by any other person, firm or company;



		(iii)	lend or make advances to any person other than in the normal
course of business;



		(iv)	lend or make advances to any person other than to its subsidiaries or related companies (both as
defined in the Companies Act, 1965);



		(v)	create any form of charge, mortgage, debenture, pledge, lien, encumbrances or security interest
of whatever nature or permit to exist any caveat or prohibitory order or both in respect of any of the Borrower's properties; and



		(vi)	declare and pay any dividend or other distribution whether of an income or capital nature (but
such consent of the Bank will not be unreasonably withheld).



 


 


xxxxxxxxx END OF
ANNEXURE xxxxxxxxxx




 


 






    	20



    	 



    

 


RHB Bank Bhd. Ref: __________

Date of Letter of Offer: 26-MAR-2013

Borrower: PGCG ASSETS HOLDINGS SDN BHD (983271U)


 


ANNEXURE


 


TERMS AND
CONDITIONS RELATING TO TERM LOAN FACILITY


 


	1.		General Terms



 


	(i)		The Borrower shall repay the Term Loan Facility together with interest payable thereon
by monthly instalments in the amount as stated in the Letter of Offer. The first installment
shall commence as follows:-



 


		i)	On the first day of the 3rd month from the month of disbursement and on
                                                               every 1st day of the month or such other date as may be specified by the Bank from time to time thereafter until full
                                                               settlement, if the final disbursement is made within the First Disbursement Period (as defined herein) in the month of
                                                               disbursement



 


		ii)	On the first
day of the 2nd month from the month of disbursement and on every lst day of the month or such other date as may be specified by
the Bank from time to time thereafter until full settlement, if the final disbursement is made within the Second Disbursement
Period (as defined herein) in the month of disbursement



 


Until such time as the Borrower
shall commence to make payment of the installments, the Borrower will pay to the Bank interest payable on the Term Loan Facility
on every sum advanced to or for the benefit of the Borrower from the date on which such sum shall first be advanced by the Bank.
The interest so payable shall be paid monthly in arrears. Interest shall commence as follows:


 


		iii)	On the first day of the 3rd month from the month of disbursement and on
                                                                 every lst day of the month or such other date as may be specified by the Bank from time to time thereafter until full
                                                                 settlement, if the first disbursement is made within the First Disbursement Period (as defined herein) in the month of
                                                                 disbursement



 


		iv)	On the first day of the 2nd month from the month of disbursement and on
                                                                every 1st day of the month or such other date as may be specified by the Bank from time to time thereafter until full
                                                                settlement, if the first disbursement is made within the Second Disbursement Period (as defined herein) in the month of
                                                                disbursement



 


For the purpose
of this section/clause


 


"First Disbursement
Period" refers to the last 14 days of the month of disbursement.


 


"Second Disbursement Period"
refers to the other days of the month of disbursement excluding the First Disbursement Period.


 


	(ii)		If and whenever the rate of interest payable by the Borrower on the Term Loan Facility
shall be varied in the manner as provided in the Letter of Offer the Bank may at its absolute discretion make the necessary adjustment
consequent upon such variation either by varying the amount of any installments or by varying the number of installments.



 


	(iii)		No part of any installment to be paid by the Borrower or any other payments which
the Borrower may make to the Bank shall be deemed to be a repayment of principal until all interest due or deemed to be due to
the Bank shall have been paid.



 


	(iv)		The Borrower may prepay the Term Loan Facility in whole or in part in the manner as
provided in the Letter of Offer. All partial prepayment as aforesaid shall be applied towards the repayment of the installments
of the Term Loan Facility in the inverse order of their maturity.



 


	(v)		All amounts prepaid shall not be available for
redrawing.



 


 


	(vi)		A notice of prepayment once received by the Bank shall not be revocable by the Borrower.



 


 


 


  xxxxxxxxx END OF ANNEXURE xxxxxxxxxx