Tabreed 06 Prospectus - London Stock Exchange

(i) the amount of any liability in respect of any guarantee or indemnity for any of the
items referred to in paragraphs (a) to (h) above.
‘‘Guarantee’’ means, in relation to any Indebtedness of any Person, any obligation of
another Person to pay such Indebtedness including (without limitation):
(a) any obligation to purchase such Indebtedness;
(b) any obligation to lend money, to purchase or subscribe shares or other securities or
to purchase assets or services in order to provide funds for the payment of such
Indebtedness;
(c) any indemnity against the consequences of a default in the payment of such
(d)
Indebtedness; and
any other agreement to be responsible for such Indebtedness.
‘‘Indebtedness’’ means any indebtedness of any Person for money borrowed or raised
including (without limitation) any indebtedness for or in respect of:
(a) amounts raised by acceptance under any acceptance credit facility;
(b) amounts raised under any note purchase facility;
(c) the amount of any liability in respect of leases or hire purchase contracts which
would, in accordance with applicable law and IFRS, be treated as finance or capital
leases;
(d) the amount of any liability in respect of any purchase price for assets or services the
payment of which is deferred for a period in excess of 60 days; and
(e) amounts raised under any other transaction (including, without limitation, any
forward sale or purchase agreement) having the commercial effect of a borrowing.
‘‘Person’’ means any individual, company, corporation, firm, partnership, joint venture,
association, organisation, state or agency of a state or other entity, whether or not having
separate legal personality.
‘‘Reference Date’’ means 31 December in each year.
‘‘Relevant Indebtedness’’ means any Indebtedness which is in the form of or represented by
any bond, note, debenture, debenture stock, loan stock, certificate or other instrument
which is, or is capable of being, listed, quoted or traded on any stock exchange or in any
securities market (including, without limitation, any over-the-counter market) but
excluding, for the avoidance of doubt, any Indebtedness incurred by way of bank loan.
‘‘Security Interest’’ means any mortgage, charge, pledge, lien or other security interest
including, without limitation, anything analogous to any of the foregoing under the laws of
any jurisdiction.
‘‘Subsidiary’’ means, in relation to any Person (the ‘‘first Person’’) at any particular time,
any other Person (the ‘‘second Person’’);
(a) whose affairs and policies the first Person controls or has the power to control,
whether by ownership of share capital, contract, the power to appoint or remove
members of the governing body of the second Person or otherwise; or
(b) whose financial statements are, in accordance with applicable law and IFRS,
consolidated with those of the first Person.
‘‘Tabreed Group’’ means Tabreed and its Subsidiaries for the time being.
‘‘Total Debt’’ means Financial Indebtedness of the Tabreed Group (but for this purpose
only excluding those items under paragraph (g) of the definition of Financial
Indebtedness).
‘‘Total Debt Service’’ means, for the relevant period, the aggregate of:
(a) interest expense paid during that period;
(b) fluctuating rental payments and rental costs during that period; and
(c) repayment instalments and fixed rental payments paid during that period (excluding
prepayments and any bond redemptions),
payable by the Tabreed Group.
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