Tabreed 06 Prospectus - London Stock Exchange

Redemption following a Dissolution
Event
‘‘Completion Date’’ means the date on which all Delivered Plants
have been constructed and/or manufactured and delivered to the
Issuer under the Istisna’a Agreement.
‘‘Dissolution Distribution Amount’’ means, as of any date, the
aggregate face amount of the Certificates then outstanding plus
accrued and unpaid Periodic Distribution Amounts as of such date.
‘‘Exercise Price’’ means the aggregate of (i) the Base Amount plus
(ii) Expenses, plus (iii) any amounts accrued under the Istisna’a
Agreement and/or the Lease Agreement prior to the Exercise Date,
plus (iv) at any time prior to the Completion Date, an amount
equivalent to any amounts that the Issuer has an obligation to
reimburse to the Contractor pursuant to clauses 4.2 and 4.3 of the
Istisna’a Agreement, plus (v) where payment of any amount cannot
be made without withholding or deduction for or on account of any
Taxes required by law, such additional amounts so that, upon
payment by the Issuer to the holders of the Certificates (after any
deduction or withholding by the Issuer on account of Taxes, if
applicable), the net amount received by such holders will be the full
amount due to such holders under the Conditions of the
Certificates as if no such deduction or withholding had been made.
‘‘Expenses’’ means all outstanding expenses incurred by Tabreed (in
such capacity, the ‘‘Service Agent’’) under the Service Agency
Agreement dated 20 July 2006 entered into between the Issuer and
the Service Agent (the ‘‘Service Agency Agreement’’) (including but
not limited to plant ownership taxes) and required to be reimbursed
to the Service Agent under the Service Agency Agreement.
‘‘Payment Date’’ means the date falling two Business Days prior to
the relevant Periodic Distribution Date provided that the last
Payment Date shall be the Periodic Distribution Date immediately
preceding the date of the Completion Notice (as defined in the
Istisna’a Agreement).
‘‘Payment Period’’ means the period from and including a Period
Distribution Date to and excluding the immediately following
Periodic Distribution Date. The first Payment Period shall
commence on the Closing Date and end on but exclude the first
Periodic Distribution Date.
‘‘Plant’’ means the construction works and/or equipment and/or
machinery that are to be delivered under the Istisna’a Agreement,
which are more fully described under ‘‘The Trust Assets’’ below.
‘‘Taxes’’ means any taxes, levies, imposts, duties, fees, assessments
or other charges of whatever nature imposed by or on behalf of the
UAE, or any emirate therein, the Cayman Islands or any political
subdivision or any authority thereof or therein having the power to
tax, and all interest, penalties or similar liabilities with respect
hereto.
The ‘‘Dissolution Events’’ are set forth in Condition 12. If a
Dissolution Event shall occur, the Trustee shall give notice of such
Dissolution Event to the Certificateholders in accordance with
Condition 15 with a request to such holders to indicate if they wish
the Trust to be dissolved. If so requested in writing by the holders
of at least 25 per cent. in aggregate face amount of the Certificates
then outstanding, or if so directed by an Extraordinary Resolution
(as defined in the Declaration of Trust) of the holders of
Certificates, the Trustee shall (subject in each case to being
indemnified to its satisfaction) or, if the Trustee so decides in its
discretion, may give notice to all the holders of the Certificates in
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