Tabreed 06 Prospectus - London Stock Exchange

‘‘Margin’’ means 1.25 per cent. per annum.
Return Accumulation Period The period from and including the Closing Date up to but
excluding the first Periodic Distribution Date and each successive
period from and including a Periodic Distribution Date up to but
excluding the next succeeding Periodic Distribution Date is a
‘‘Return Accumulation Period’’.
Redemption of Certificates and
Dissolution of Trust
Unless the Certificates are redeemed earlier (and the Trust is
dissolved after such redemption) following (i) the occurrence of a
Dissolution Event (as defined in Condition 12) or (ii) the imposition
of any Taxes (as defined below) permitting Tabreed to terminate
the Lease Agreement and/or the Istisna’a Agreement, as applicable,
or (iii) the failure by the Issuer to make timely payment to the
Contractor under the Istisna’a Agreement, or (iv) the occurrence of
a Total Loss Event (as defined below), the Certificates will be
redeemed on the Scheduled Dissolution Date at the Dissolution
Distribution Amount (as defined below) and the Trust will
thereafter be dissolved.
On the Closing Date, Tabreed will execute a Purchase Undertaking
(the ‘‘Purchase Undertaking’’), pursuant to which Tabreed (in such
capacity, the ‘‘Purchaser’’) will undertake irrevocably to purchase
from the Issuer the Assets (as defined below) at the Exercise Price
(as defined below) on the first to occur of:
(a) the date specified by the Trustee to the Certificateholders in
accordance with Condition 12 for redemption of the
Certificates following a Dissolution Event;
(b) the second Business Day after the date of a Termination
Notice given in accordance with Condition 9.5; or
(c) the Scheduled Dissolution Date.
To the extent that not all Plants have been delivered to the Issuer
under the Istisna’a Agreement on such date, the Issuer shall be
entitled to retain the aggregate Security Amounts paid to it under
the Istisna’a Agreement (otherwise than if the event of default
under the Istisna’a Agreement was due to the negligence, default or
misconduct of the Issuer) and the Istisna’a Agreement shall
terminate.
Upon receipt of the Exercise Price from the Purchaser in
accordance with the terms of the Purchase Undertaking, such
amount, together with any other amounts received in respect of the
Trust Assets, will be applied to redeem the Certificates in
accordance with Condition 4.2 at the Dissolution Distribution
Amount.
To the extent that the Purchaser has not paid the Exercise Price by
the fifth Business Day following the date on which it should have
paid the Exercise Price, the Trustee shall be entitled, at its
discretion, to sell the Assets to any third party. The Purchaser
shall remain liable at all times to pay any shortfall between the
proceeds of any such sale and the Exercise Price.
‘‘Assets’’ means each Plant delivered to the Issuer under the
Istisna’a Agreement.
‘‘Base Amount’’ means (i) at any time prior to the first Periodic
Distribution Date, US$40,000,000, (ii) on or any time after the first
Periodic Distribution Date but before the Completion Date, the
aggregate of all amounts paid by the Issuer for all Delivered Plants
and (iii) at any time on or after the Completion Date,
US$200,000,000.
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