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There are circumstances other than repayment or discharge of the Notes under which the Note Guarantees will be
released automatically, without your consent or the consent of the Trustee.
Under various circumstances, a Note Guarantee of a Guarantor will be automatically released:
in connection with any sale or other disposition of all or substantially all of the properties or assets of that
Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a
Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate the provisions set forth under
“
Description of Notes—Repurchase at the Option of Noteholders—Asset Sales
”;
in connection with any sale or other disposition of the Capital Stock of that Guarantor (whether by direct sale or
through a holding company) to a Person that is not (either before or after giving effect to such transaction) the
Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate the provisions set
forth under “
Description of Notes—Repurchase at the Option of Noteholders—Asset Sales
” and as a result of
such disposition such Guarantor ceases to be a Restricted Subsidiary of the Issuer;
if the Issuer designates such Guarantor (or any parent entity thereof) as an Unrestricted Subsidiary in
accordance with the applicable provisions of the Indenture;
upon repayment in full of the Notes or upon Legal Defeasance or Covenant Defeasance as described under the
caption “
Description of Notes—Legal Defeasance and Covenant Defeasance
” or upon satisfaction and
discharge of the Indenture as described under the caption “
Description of Notes—Satisfaction and Discharge
”;
upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred or is
continuing;
as described under “
Description of Notes—Amendment, Supplement and Waiver
”;
upon such Guarantor consolidating or amalgamating with, merging into or transferring all of its properties or
assets to the Issuer or another Guarantor, and as a result of, or in connection with, such transaction such
Guarantor dissolving or otherwise ceasing to exist; or
in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to
the covenant described under “
Description of Notes—Certain Covenants—Limitation on Guarantees of
Indebtedness by Restricted Subsidiaries
”, if at the date of such release either (i) there is no Indebtedness of such
Guarantor outstanding which was incurred after the Issue Date and which could not have been incurred in
compliance with the Indenture if such Guarantor had not been designated as a Guarantor, or (ii) there is no
Indebtedness of such Guarantor outstanding which was incurred after the Issue Date and which could not have
been incurred in compliance with the Indenture as at the date of such release if such Guarantor were not
designated as a Guarantor as at that date,
provided that, in each case, the applicable Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such release have been
complied with.
In addition, the Note Guarantees (other than the Note Guarantee of the Issuer) will be subject to release as contemplated
under the Indenture. See “
Description of Notes—Note Guarantees Release.
”
The Note Guarantees will be subject to certain limitations on enforcement and may be limited by applicable laws or
subject to certain defenses that may limit their validity and enforceability.
The Issuer and the Guarantors are organized under the laws of Jersey, the British Virgin Islands, Kuwait and Egypt.
Although laws differ among these jurisdictions, in general, applicable fraudulent transfer and conveyance laws, equitable
principles and insolvency laws and limitations on the enforceability of judgments obtained in courts in such jurisdictions
could limit the enforceability of the Note Guarantees against a Guarantor. Please see “
Certain insolvency law and local
law limitations on guarantees.
”
Enforcement of any of the Note Guarantees against any Guarantor will be subject to certain defenses available to
Guarantors in the relevant jurisdiction. Although laws differ among these jurisdictions, these laws and defenses generally
include those that relate to corporate purpose or benefit, fraudulent conveyance or transfer, voidable preference,
insolvency or bankruptcy challenges, financial assistance, preservation of share capital, thin capitalization, capital
maintenance or similar laws, regulations or defenses affecting the rights of creditors generally. If one or more of these
