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DESCRIPTION OF NOTES
Kuwait Energy plc (the "
Issuer
") will issue the Notes under an indenture (the "
Indenture
") among,
inter alios
, the
Issuer, the Initial Guarantors and Citibank, N.A., London Branch, as trustee (the "
Trustee
"), in a private transaction that
is not subject to the registration requirements of the Securities Act. Unless the context requires otherwise, references in
this "Description of Notes" to the Notes include the Notes and any additional Notes that are issued. The terms of the
Notes include those set forth in the Indenture. The Indenture will not incorporate or include any of the provisions of the
United States Trust Indenture Act of 1939, as amended.
The following description is a summary of the material provisions of the Indenture and the Notes and refers to certain
other agreements relating to the Notes. This description does not restate those agreements in their entirety. We urge you
to read the Indenture and the Notes because they, and not this description, define your rights as holders of the Notes.
Copies of the Indenture and the form of Note are available as set forth below under "—
Additional Information
".
You can find the definitions of certain terms used in this "Description of Notes" under the caption "—
Certain
Definitions
" below. Certain defined terms used in this "Description of Notes" but not defined below under "—
Certain
Definitions
" have the meanings assigned to them in the Indenture. For purposes of this "Description of Notes", the term
"Issuer" refers only to Kuwait Energy plc and not to any of its Subsidiaries and, unless the context requires otherwise,
references in this "Description of Notes" to the Notes include the Notes and any additional Notes that are issued.
The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights
under the Indenture.
Brief Description of the Notes and the Note Guarantees
The Notes
The Notes will:
be general obligations of the Issuer;
rank
pari passu
in right of payment with any existing and future Indebtedness of the Issuer that is not expressly
contractually subordinated in right of payment to the Notes;
be fully and unconditionally guaranteed on a senior basis by the Guarantors, subject to limitations under
applicable law as set forth below under the caption "—
Note Guarantees
";
rank senior in right of payment to any existing and future Indebtedness of the Issuer that is expressly
contractually subordinated in right of payment to the Notes;
be effectively subordinated in right of payment to any existing and future Indebtedness of the Issuer that is
secured by property and assets to the extent of the value of the property and assets securing such Indebtedness;
and
be structurally subordinated to all obligations of the Issuer's Subsidiaries that are not Guarantors.
The Note Guarantees
The Notes will be unconditionally and irrevocably guaranteed on a joint and several basis on the Issue Date by the Initial
Guarantors (as defined herein). The Issuer will use its best efforts to cause Kuwait Energy (Eastern Desert) Petroleum
Services SAE (the “
Post-Closing Guarantor
”) to issue a Note Guarantee on a joint and several basis within 120 days
after the Issue Date. See "—
Certain Covenants—Post-Closing Guarantee
".
Each Note Guarantee will:
be a general obligation of the Guarantors;
rank
pari passu
in right of payment with any existing and future Indebtedness of that Guarantor that is not
expressly contractually subordinated in right of payment to that Guarantor;
rank senior in right of payment to any existing and future Indebtedness of that Guarantor that is expressly
contractually subordinated in right of payment to the relevant Note Guarantee;
be effectively subordinated in right of payment to any existing and future Indebtedness of that Guarantor that is
secured by property and assets to the extent of the value of the property and assets securing such Indebtedness;
and
be structurally subordinated to all obligations of the Issuer’s Subsidiaries that are not Guarantors.
Not all of the Issuer's Subsidiaries will guarantee the Notes on the Issue Date and the Issuer will not have any obligation
to cause any of its Subsidiaries to guarantee the Notes in the future (except as required under the circumstances described
below under the caption "—
Certain Covenants—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
").
