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Concerning the Trustee
The Issuer shall deliver written notice to the Trustee within 30 days of becoming aware of the occurrence of a Default or
an Event of Default.
The Trustee will be permitted to engage in transactions with the Issuer or any Guarantor; however, if it acquires any
conflicting interest it must eliminate such conflict within 90 days or resign as Trustee. The holders of a majority in
aggregate principal amount of the then outstanding Notes will have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. In case an
Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of
care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes, unless such
holder has offered to the Trustee, and if requested, the Trustee has received, security and indemnity satisfactory to it
against any loss, liability or expense.
The Issuer and the Guarantors jointly and severally will indemnify the Trustee for certain claims, liabilities and expenses
incurred without gross negligence, wilful misconduct or bad faith on its part, arising out of or in connection with its
duties.
Additional Information
Anyone who receives this Offering Memorandum may, following the Issue Date, obtain a copy of the Indenture without
charge by writing to Kuwait Energy plc, Salem Al Mubarak Street, Symphony Tower 2, Block 2, 6th Floor, Salmiya,
Kuwait, Attention: Chief Financial Officer.
So long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global
Exchange Market of the Irish Stock Exchange and the rules of the Irish Stock Exchange shall so require, copies, current
and future, of all of the Issuer's annual audited consolidated financial statements and the Issuer's unaudited consolidated
interim financial statements may be obtained, free of charge, during normal business hours at the offices of the Paying
Agent in London.
Consent to Jurisdiction and Service of Process
The Indenture will provide that the Issuer and each Guarantor, will appoint CT Corporation as its agent for service of
process in any suit, action or proceeding with respect to the Indenture, the Notes and the Note Guarantees brought in any
US federal or New York state court located in the City of New York and will submit to such jurisdiction.
Enforceability of Judgments
Since a substantial portion of the assets of the Issuer and the Guarantors are outside the United States, any judgment
obtained in the United States against the Issuer or any Guarantor may not be collectable within the United States. See
"
Service of Process and Enforcement of Civil Liabilities
".
Prescription
Claims against the Issuer or any Guarantor for the payment of principal or Additional Amounts, if any, on the Notes will
not be permitted 10 years after the applicable due date for payment thereof. Claims against the Issuer or any Guarantor
for the payment of interest on the Notes will not be permitted five years after the applicable due date for payment of
interest.
Certain Definitions
Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of
all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.
"
Acquired Debt
" means, with respect to any specified Person:
(1)
Indebtedness of any other Person existing at the time such other Person is merged with or into or became a
Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such
specified Person; and
(2)
Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
"
Additional Assets
" means:
(1)
any property or assets that are used or useful in the Oil and Gas Business;
(2)
the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such
Capital Stock by the Issuer or any of its Restricted Subsidiaries; or
