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upon proper notice redeem the Notes in whole, but not in part, at any time, at a
redemption price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, and additional amounts, if any, to the date of redemption.
See “
Description of Notes—Redemption for Changes in Taxes.
”
Additional Amounts.......................
All payments made by or on behalf of the Issuer under or with respect to the Notes
or by or on behalf of any Guarantor under or with respect to any Note Guarantee
will be made without withholding or deduction for, or on account of, taxes unless
required by law. If withholding or deduction for such taxes is required to be made
in any relevant tax jurisdiction under or with respect to a payment under the Notes
or any Note Guarantee, subject to certain exceptions, the Issuer or the relevant
Guarantor will pay the additional amounts necessary so that the net amount
received after the withholding or deduction will equal the amount that would have
been received in the absence of the withholding or deduction. See “
Description of
Notes—Additional Amounts.
”
Change of Control..........................
Upon the occurrence of certain change of control events together with a
downgrade or withdrawal of a rating from certain ratings agencies within 90 days
following the occurrence of such event, the Issuer will be required to offer to
repurchase the Notes at a purchase price equal to 101% of their aggregate principal
amount, plus accrued and unpaid interest and additional amounts, if any, to, but
not including, the date of such repurchase. See “
Description of Notes—Repurchase
at the Option of Noteholders—Change of Control.
”
Certain Covenants .........................
The Indenture will limit, among other things, the ability of the Issuer and its
restricted subsidiaries to:
• incur or guarantee additional indebtedness and issue certain preferred stock;
• pay dividends on, redeem or repurchase the Group’s capital stock;
• make certain restricted payments and investments, including dividends or
other distributions with regard to the shares of the Issuer or its restricted
subsidiaries;
• merge or consolidate with other entities, or make certain asset sales;
• enter into certain transactions with affiliates;
• create or incur certain liens; and
• enter into agreements that restrict the Group’s restricted subsidiaries’ ability to
pay dividends.
Each of the covenants is subject to a number of important exceptions and
qualifications. See “
Description of Notes—Certain Covenants.
”
Transfer Restrictions.....................
The Notes and the Note Guarantees have not been, and will not be, registered
under the US Securities Act or the securities laws of any other jurisdiction. The
Notes and the Note Guarantees are subject to restrictions on transfer and may only
be offered or sold in transactions that are exempt from or not subject to the
registration requirements of the US Securities Act. See “
Transfer restrictions.
”
Use of Proceeds ..............................
The Issuer will use the proceeds from the sale of the Notes to (i) repay in full on or
about the Issue Date amounts outstanding under the Borrowing Base Facilities and
the Arab Bank Facility (the “
Refinancing
”), (ii) to partially fund capital
expenditures as part of the Group’s exploration, appraisal and development
programmes, particularly in respect of the Group’s assets in Iraq and (iii) for
general corporate purposes. See “
Use of proceeds.
”
No Prior Market ............................
The Notes will be new securities for which there is no market. Although the Initial
Purchaser has informed the Issuer that it intends to make a market in the Notes, it
is not obligated to do so and may discontinue market making at any time without
notice. Accordingly, the Issuer cannot assure you that an active trading market for
the Notes will develop or be maintained.
Listing and Trading .......................
Application has been made to list the Notes on the Official List of the Irish Stock
Exchange and to admit the Notes for trading on the Global Exchange Market.
Listing Agent ..................................
Walkers Listing & Support Services Limited.
