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Other Key Terms
The Convertible Loans also contain standard representations and warranties, undertakings and events of default.
Generally speaking, the commercial terms of the QFB Convertible Murabaha are substantially similar to those in the
Abraaj Convertible Loan, subject to changes required to allow the QFB Convertible Murabaha to be Sharia’h-compliant.
Both Convertible Loan agreements will be cancelled upon conversion into Ordinary Shares upon Admission.
If the Convertible Loans fail to be converted, the full principal balance and accrued interest will be repaid in cash in three
instalments as follows:
34% of amounts outstanding on the date that falls 66 months after the first utilisation date;
33% of amounts outstanding on the date that falls 72 months after the first utilisation date; and
33% of amounts outstanding on the date that falls 78 months after the first utilisation date.
The first utilisation date for the Abraaj Convertible Loan was 30 May 2012; the first utilisation date for the QFB
Convertible Murabaha was 11 September 2012.
The Abraaj Convertible Loan (but not the QFB Convertible Murabaha) grants KEC SPV 1 Limited, and therefore
Abraaj, the right to appoint an observer to the Board of the Issuer:
prior to a listing of the Issuer’s shares; and
following a qualifying IPO, and in the event that Dr. Manssour Aboukhamseen is no longer the chairman of the
Group and KEC SPV 1 Limited holds at least 10% of the Ordinary Shares.
The QFB Convertible Loan grants QFB the right to appoint a Director to the Board of the Issuer. QFB has not exercised
this right.
BNP letter of credit facility
On 6 June 2012, the Issuer entered into an uncommitted letter of credit and guarantee facility agreement with BNP
Paribas in an aggregate amount of $40 million, which has been made available for the purposes of (i) the assumption of
previous existing letters of credit and (ii) the issue of new letters of credit and guarantees in connection with the
development of the oil and gas operations of the Group. The facility is secured by a cash collateral account and a current
account maintained with BNP Paribas and guaranteed by Kuwait Energy Egypt Ltd. The lender is not obliged to issue
any new letter of credit or guarantee to the extent that the aggregate outstanding amount of all letters of credit under the
facility would exceed the lesser of $40 million and the amount deposited in and standing to the credit of the cash
collateral account. The BNP letter of credit facility agreement will expire on 6 June 2016.
The Issuer does not have any letters of credit or guarantee outstanding under the BNP letter of credit facility. The Issuer
intends to cancel this facility by the end of 2014.
