Tabreed 06 Prospectus - London Stock Exchange

Under the Lease Agreement Tabreed has undertaken that:
(i) it will not, and will procure that its Subsidiaries will not, create or permit to subsist any
Security Interest upon the whole or any part of its present or future undertaking, assets or
revenues (including uncalled capital) to secure any Relevant Indebtedness or Guarantee of
Relevant Indebtedness without (a) at the same time or prior thereto securing the Certificates
equally and rateably therewith to the satisfaction of the Delegate or (b) providing such other
security for the Certificates as the Delegate may in its absolute discretion consider to be not
materially less beneficial to the interest of the Certificateholders or as may be approved by an
Extraordinary Resolution of Certificateholders;
(ii) it shall not sell, transfer, assign, participate, exchange or otherwise dispose of, or pledge,
mortgage, hypothecate or otherwise encumber (by security interest, lien (statutory or otherwise),
preference, priority or other security agreement or preferential arrangement of any kind or
nature whatsoever or otherwise) (or permit such to occur or suffer such to exist) any part of (i)
its title to the Plants or any interest therein except pursuant to the Transaction Documents or
(ii) its interests in any of the other Trust Assets except pursuant to the Transaction Documents;
(iii) at the end of each Reference Date the ratio of EBITDA for the 12 months ending on such
Reference Date to Total Debt Service for the 12 months ending on such Reference Date shall
not be less than 1:1;
(iv) the ratio of Total Debt to Total Equity shall not at any time exceed 2.76:1; and
(v) it shall not, and will procure that its Subsidiaries will not, enter into a single transaction or a
series of transactions (whether related or not) and whether voluntary or involuntary to sell,
lease, transfer or otherwise dispose of any part of its assets.
This sub-Clause (v) does not apply to any sale, lease, transfer or other disposal:
(a) at Fair Market Value;
(b) undertaken by it or any such Subsidiary solely in connection with an Islamic compliant
financing;
(c) made with the prior written consent of the Delegate;
(d) in the course of solvent reorganisations of the Tabreed Group, to other members of the
Tabreed Group; or
(e) for a book value which, if aggregated with the book value of assets disposed of (other
than under (a), (b), (c) or (d) above) in any one financial year, does not exceed
US$10,000,000.
Capitalised terms defined in this paragraph are defined in Condition 6.1.
The rental payments under the Lease Agreement will be payable by Tabreed on each Rental Payment
Date (being two Business Days prior to the related Periodic Distribution Date). The Rentals will be
an amount of:
(i) in respect of each Rental Payment Date falling in the period from and including the Closing
Date up to and excluding the Completion Date, the Rental Amount less the Security Amount;
(ii) in respect of the Rental Payment Date falling on the Completion Date, the Rental Amount plus
the aggregate of Security Amounts received under the Istisna’a Agreement; and
(iii) in respect of all Rental Payment Dates falling in the period from and excluding the Completion
Date up to and including the Scheduled Dissolution Date, the Rental Amount.
‘‘Rental Amount’’ means, in relation to each relevant Payment Period, the amount calculated in
accordance with the following formula:
D
A 6 (L + M) 6 —— where
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A is US$200,000,000
L is LIBOR
M is 1.25 per cent. per annum
D is the actual number of days in each Payment Period
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