NIG Prospectus - London Stock Exchange

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 05 : 3776 Section 05TERMS AND CONDITIONS OF THE TRUST CERTIFICATESThe following is the text of the Terms and Conditions of the Trust Certificates, which will beendorsed on each Trust Certificate in definitive registered form issued under the Programme andwill apply to each Global Trust Certificate. The applicable Final Terms in relation to any series of TrustCertificates may specify other terms and conditions which shall, to the extent so specified or tothe extent inconsistent with the following Terms and Conditions, replace or modify the followingTerms and Conditions for the purpose of such Trust Certificates.NIG Sukuk Ltd (in its capacity as issuer, the Issuer and, in its capacity as trustee, the Trustee) hasestablished a programme (the Programme) for the issuance of up to US$1,500,000,000 inaggregate face amount of Trust Certificates.Trust Certificates issued under the Programme are issued in series (each a Series). The final termsfor this Trust Certificate (or the relevant provisions thereof) are set out in Part A of the Final Termsattached to or endorsed on this Trust Certificate which supplement these Terms and Conditions(the Conditions) and may specify other terms and conditions which shall, to the extent sospecified or to the extent inconsistent with the Conditions, replace or modify the Conditions forthe purposes of this Trust Certificate. References to the applicable Final Terms are to Part A ofthe Final Terms (or the relevant provisions thereof) attached to or endorsed on this Trust Certificate.Each of the Trust Certificates will represent an undivided beneficial ownership (real ownership)interest in the Trust Assets which are held by the Trustee on trust (the Trust) for, inter alia, thebenefit of the registered holders of the Trust Certificates pursuant to (i) a Master Trust Deed (theMaster Trust Deed) dated 13 August 2007 and made between the Issuer, the Trustee, NationalIndustries Group Holding Company S.A.K. (NIG) and Citicorp Trustee Company Limited (theDelegate) and (ii) a supplemental trust deed (the Supplemental Trust Deed and, together withthe Master Trust Deed, the Trust Deed) having the details set out in the applicable Final Terms.In these Conditions, references to Trust Certificates shall be references to the Trust Certificateswhich are the subject of the applicable Final Terms.Payments relating to the Trust Certificates will be made pursuant to an agency agreement datedon or about 13 August 2007 (the Agency Agreement) made between the Issuer, the Trustee, theDelegate, NIG, Citibank N.A., London Branch in its capacities as principal paying agent (in suchcapacity, the Principal Paying Agent, which expression shall include any successor), calculationagent (in such capacity, the Calculation Agent, which expression shall include any successor) andas a transfer agent (in such capacity, the Transfer Agent, which expression shall include anysuccessor) and Citigroup Global Markets Deutschland AG & Co. KGaA as a paying agent (in suchcapacity and together with the Principal Paying Agent, the Paying Agents, which expression shallinclude any successor) and registrar (in such capacity, the Registrar, which expression shallinclude any successor). The Paying Agents, the Calculation Agent, the Registrar and the TransferAgent are together referred to in these Conditions as the Agents.Subject as set below, copies of the documents set out below are available for inspection andobtainable free of charge during normal business hours at the specified office for the time beingof the Principal Paying Agent. The holders of the Trust Certificates (the Certificateholders) areentitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of thedocuments set out below:(a)(b)a master mudarabah agreement between the Issuer, the Trustee and National IndustriesGroup Holding Company S.A.K. (in such capacity, the Mudarib) dated on or about 13 August2007 (the Master Mudarabah Agreement);the supplemental mudarabah agreement (the Supplemental Mudarabah Agreement and,together with the Master Mudarabah Agreement, the Mudarabah Agreement) having thedetails set out in the applicable Final Terms;33