Tabreed 06 Prospectus - London Stock Exchange

Service Agency Agreement Under the terms of the Service Agency Agreement, the Service
Agent will, inter alia, be responsible on behalf of the Issuer for the
performance of all Major Maintenance in respect of the Delivered
Plants and the procuring of insurance cover for all Delivered Plants
under the Lease Agreement.
Investment Agreement Under the terms of the Investment Agreement, the Issuer will invest
the amount of US$134,000,000 from the proceeds of the
Certificates (the ‘‘Investment Amount’’) (or any part thereof) in
Authorised Investments. The Trustee will liquidate Authorised
Investments from time to time to enable the Issuer to pay
instalments falling due under the Istisna’a Agreement.
‘‘Authorised Investments’’ means Islamic capital protected deposits
with a bank or financial institution with a long-term issuer rating of
at least A- by Standard & Poor’s or the equivalent by any other
internationally recognised rating agency provided that the
maximum exposure to a single bank or financial institution shall
not exceed 80 per cent. of the total amount invested under the terms
of the Investment Agreement, all as further described in the
Investment Agreement.
Commodities Purchase Agreement Under the terms of the Commodities Purchase Agreement the
Issuer shall pay US$26,000,000 from the proceeds of the issue of the
Certificates to Tabreed in consideration for the sale by Tabreed to
it of the Commodities.
Undertaking to Purchase
(Commodities)
Under the Undertaking to Purchase (Commodities), the
Counterparty undertakes to purchase the Commodities from the
Issuer on the first Periodic Distribution Date for an amount of
US$26,000,000 (the ‘‘Purchase Price’’). Provided that a Dissolution
Event has not occurred, the Purchase Price received by the Issuer
will be used by the Issuer to pay Tabreed for additional Plants (or
any part thereof) delivered on such date pursuant to the terms of
Istisna’a Agreement.
Transaction Account HSBC Bank plc will maintain and operate the account (the
‘‘Transaction Account’’) on behalf of the Issuer. Monies deriving
from the Trust Assets (other than the Authorised Investments) will
be paid into the Transaction Account and payments to be made to
holders of the Certificates will be made from funds standing to the
credit of the Transaction Account.
Investment Account HSBC Bank plc will maintain and operate the Investment Account
on behalf of the Issuer. Monies deriving from the Authorised
Investments will be deposited into the Investment Account in
accordance with the terms of the Investment Agreement provided
that any such monies derived after the date on which a Dissolution
Event has occurred shall be deposited in the Transaction Account.
Priority of Distributions On each Periodic Distribution Date, or on the date specified in
accordance with the Conditions for redemption of the Certificates,
(the ‘‘Redemption Date’’), HSBC Bank plc (the ‘‘Payment
Administrator’’) shall apply the monies standing to the credit of
the Transaction Account in the following order of priority:
(a) first, to the Delegate in respect of all amounts owing to it
under the Transaction Documents in its capacity as Delegate;
(b) second, to HSBC Bank plc (the ‘‘Principal Paying Agent’’) for
application in or towards payment pari passu and rateably of
all Periodic Distribution Amounts due and unpaid;
(c) third, only if such payment is made on the Redemption Date,
to the Principal Paying Agent in or towards payment pari
passu and rateably of the Dissolution Distribution Amount;
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