Bond Offering Memorandum 23 July 2014 - page 12

viii
Group, we, us and our
the Issuer and its subsidiaries and subsidiary undertakings (including the
Guarantors), and, where the context requires it, its joint ventures.
Guarantors
the Initial Guarantors, the Post-Closing Guarantor and any other Person that
becomes a Guarantor in accordance with the provisions of the Indenture.
IFC Borrowing Base Facility
a secured reserve-based credit facility that the Group entered into in June
2012, provided by International Finance Corporation governed by the terms of
the Borrowing Base Facilities Agreement.
IFRS
International Financial Reporting Standards of the International Accounting
Standards Board, as adopted by the European Union.
Indenture
the indenture governing the Notes to be entered into on the Issue Date.
Initial Guarantors
each of
(i)
Kuwait Energy International Limited (Jersey);
(ii)
KEC (MENA) Limited (BVI);
(iii)
Kuwait Energy Egypt Limited (BVI);
(iv)
KEC (Egypt) Limited (BVI);
(v)
Kuwait Energy Yemen Ltd (BVI);
(vi)
Jannah Hunt Oil Company Ltd (BVI);
(vii)
KEC (Yemen) Ltd (BVI);
(viii)
Kuwait Energy AMED Yemen Ltd (BVI);
(ix)
Kuwait Energy Company KSCC (Kuwait); and
(x)
Kuwait Energy Iraq Ltd (BVI).
Initial Purchaser
Merrill Lynch International.
Issue Date
4 August 2014.
Jersey Companies Law
the Companies (Jersey) Law 1991, as amended.
Kuwait Energy or the Issuer
Kuwait Energy plc.
Management Agreement
the management agreement entered into between Kuwait Energy plc, Awal
Shares and Securities Co. W.L.L. and Awal II Shares and Securities Co. SPC,
dated 9 July 2014.
Memorandum
the memorandum of association of the Issuer.
Non-Executive Directors
the non-executive Directors of the Issuer.
Notes
the $250,000,000 9.500% Senior Guaranteed Notes due 2019, being offered
hereby.
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