Tabreed 06 Prospectus - London Stock Exchange

Pursuant to a commodities purchase agreement (the ‘‘Commodities Purchase Agreement’’) dated
20 July 2006 between the Issuer and National Central Cooling Company (Tabreed) PJSC
(‘‘Tabreed’’), the Issuer shall use part of the proceeds of the issue to purchase from the
Contractor certain commodities (the ‘‘Commodities’’) for an amount equivalent to
US$26,000,000. On the first Periodic Distribution Date (as defined in Condition 7.1 (Periodic
Distribution Dates)), the Issuer shall sell the Commodities to HSBC Bank plc (the
‘‘Counterparty’’) pursuant to an undertaking to purchase (commodities) (the ‘‘Undertaking to
Purchase (Commodities)’’) dated 20 July 2006 executed by the Counterparty.
In accordance with the terms of an investment agreement (the ‘‘Investment Agreement’’) dated
20 July 2006 between, inter alia, the Issuer and Tabreed, the Investment Amount shall be
invested in certain investments (the ‘‘Authorised Investments’’) pending the payment by the Issuer
of further instalments to Tabreed under the Istisna’a Agreement.
The Issuer, in its capacity as lessor (the ‘‘Lessor’’), shall lease each item of Plant to Tabreed, in
its capacity as the lessee (the ‘‘Lessee’’), upon completion of its construction and handover to
the Issuer pursuant to the terms of a lease agreement (the ‘‘Lease Agreement’’) dated 20 July
2006 between the Lessor and the Lessee in return for which the Lessee will make periodic rental
payments to the Lessor. On or prior to the expiry of the lease of the Plants, Tabreed will
purchase the Plants from the Issuer in accordance with a purchase undertaking (the ‘‘Purchase
Undertaking’’) dated 20 July 2006 executed by Tabreed.
Pursuant to the Declaration of Trust, the Issuer will declare that it will hold assets (the ‘‘Trust
Assets’’) primarily consisting of (a) the investments in the Plants to be manufactured and/or
constructed under the Istisna’a Agreement and any Plants or part thereof delivered from time to
time thereunder; (b) any Authorised Investments, the Commodities and the Investment Amount;
(c) all of the Issuer’s rights, title, interest and benefit under the Transaction Documents; and (d)
all monies standing to the credit of the Transaction Account and the Investment Account, upon
trust absolutely for the holders of the Certificates pro rata according to the face amount of
Certificates held by each holder in accordance with the Declaration of Trust and these
Certificates.
The Istisna’a Agreement, the Agency Agreement, the Declaration of Trust, the Lease Agreement,
the Service Agency Agreement, the Purchase Undertaking, the Investment Agreement, the
Commodities Purchase Agreement, the Undertaking to Purchase (Commodities), the Corporate
Services Agreement, the Costs Undertaking, the Certificates and any other agreements and
documents delivered or execution in connection therewith are collectively referred to as the
‘‘Transaction Documents’’.
4.2 Application of Proceeds from Trust Assets
Pursuant to the Declaration of Trust, the Trustee holds the Trust Assets for and on behalf of
the holders of the Certificates. On each Periodic Distribution Date, or on any date specified by
the Trustee in accordance with Condition 9 (Dissolution of Trust) for redemption of the
Certificates (the ‘‘Redemption Date’’), the Payment Administrator, notwithstanding any
instructions to the contrary from the Trustee, will apply the monies standing to the credit of the
Transaction Account in the following order of priority:
4.2.1 first, to the Delegate in respect of all amounts owing to it under the Transaction
Documents in its capacity as Delegate;
4.2.2 second, to the Principal Paying Agent for application in or towards payment pari passu
and rateably of all Periodic Distribution Amounts due and unpaid;
4.2.3 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;
4.2.4 fourth, only if such payment is made on the Redemption Date, to the Service Agent in or
towards payment of all outstanding Expenses (as defined in Condition 9.2 (Summary of
Dissolution)) and an incentive fee in an amount equivalent to the Available Funds; and
4.2.5 fifth, only if such payment is made on the Redemption Date, to the Issuer.
‘‘Available Funds’’ means the amount (if any) remaining in the Transaction Account after all
holders of Certificates have been paid the Dissolution Distribution Amount and provision is
made for the Issuer to be paid an amount of US$500.
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