Obligation Genel Enerji 9.25% ( NO0010894330 ) en USD

Genel Enerji

99.52 % ▼

Royaume-uni

NO0010894330 ( en USD )

9.25% par an ( paiement semestriel )

13/10/2025

Prospectus brochure de l'obligation Genel Energy NO0010894330 en USD 9.25%, échéance 13/10/2025

14/10/2025 ( Dans 144 jours )

Genel Energy est une société pétrolière et gazière indépendante cotée à la bourse de Londres, opérant principalement au Kurdistan irakien et au Maroc.

L'Obligation émise par Genel Enerji ( Royaume-uni ) , en USD, avec le code ISIN NO0010894330, paye un coupon de 9.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/10/2025

Term Sheet

ISIN: NO 0010894330

Genel Energy Finance 4 Limited
Senior Unsecured Guaranteed Callable Bond Issue 2020/2025
(the "Bonds" or the "Bond Issue")

Issue Date: Expected to be 14 October 2020

Issuer:
Genel Energy Finance 4 Limited (incorporated in England, company registration

number 11867181) and LEI number 213800H4JDISDH7KBK45 (to be converted into a
public limited company (plc) prior to the Issue Date).

Parent:
Genel Energy plc (incorporated in Jersey, company registration number 107897).

Guarantors:
The Parent, Genel Energy Holding Company Ltd. (incorporated in Jersey, company
registration number 107896) ("GEHCL"), Genel Energy International Ltd (Anguilla)
(incorporated in Anguilla, company registration number 2081599) ("GEIL") (each a
"Guarantor").

Group:
Means the Parent and all its (directly or indirectly owned) Subsidiaries from time to
time, and a "Group Company" means the Parent or any of its Subsidiaries.

Currency:
USD

Issue Amount:
USD 300,000,000

Coupon Rate:
9.25% p.a., semi-annual interest payments.

Issue Price:
97% of the Nominal Amount.

Issue Date:
Expected to be 14 October 2020.

Maturity Date:
Expected to be 14 October 2025 (5 years after Issue Date).

First Interest Payment
Expected to be 14 April 2021 (6 months after Issue Date).
Date:

Last Interest Payment
Maturity Date.
Date:

Interest Payments:
Interest on the Bonds will start to accrue on Issue Date and shall be payable semi-
annually in arrears on the interest payment day in April and October each year (each
an "Interest Payment Date"). Day-count fraction for coupon is "30/360", business day
convention is "unadjusted" and business day is "Oslo" and "New York".

Amortization:
The Bonds shall be repaid in full at the Maturity Date at 100% of the Nominal Amount

together with accrued interest on the redeemed Bonds.

Nominal Amount:
The Bonds will have a nominal amount of USD 2,000 each.

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Minimum Subscription:
Minimum subscription and allotment amount shall be USD 200,000, and higher

amounts can be subscribed for in integral multiples of USD 100,000 in excess thereof.

Status of the Bonds:
The Bonds shall constitute senior debt obligations of the Issuer. The Bonds shall rank at
least pari passu with all other unsecured obligations of the Issuer (save for such claims
which are preferred by bankruptcy, insolvency, liquidation or other similar laws of
general application) and shall rank ahead of subordinated debt. The Bonds shall be
guaranteed but unsecured.

Guarantees:
All amounts outstanding under the Finance Documents to the Trustee and the
Bondholders, including but not limited to interest and expenses, shall be guaranteed
by an unconditional and irrevocable on-demand guarantee on a joint and several basis
from each of the Guarantors.

Purpose of the Bond
Purpose of the bond is to refinance the existing bond issue with ISIN NO 001 071088.2
Issue:
and other general corporate purposes.

Call Option (American):
The Issuer may redeem the Bonds (in whole or in part) at any time from and including:

(a) from the Issue Date to, but not including, the Interest Payment Date falling 36
months after Issue Date (the "First Call Date") at a price equal to the Make-Whole
Amount (plus accrued but unpaid interest on the redeemed Bonds);

(b) from the First Call Date to, but not including, the Interest Payment Date falling 42
months after Issue Date at a price equal to 103.70% of the Coupon Rate]% of the
Nominal Amount (plus accrued but unpaid interests on the redeemed Bonds);

(c) the Interest Payment Day falling 42 months after Issue Date to, but not including,
the Interest Payment Date falling 48 months after Issue Date at a price equal to
102.775% of the Nominal Amount (plus accrued but unpaid interests on the
redeemed Bonds);

(d) the Interest Payment Day falling 48 months after Issue Date to, but not including,
the Interest Payment Date falling 54 months after Issue Date at a price equal to
101.85% of the Nominal Amount (plus accrued but unpaid interests on the
redeemed Bonds); and

(e) the Interest Payment Day falling 54 months years after Issue Date to, but not
including, the Maturity Date at a price equal to 100% of the Nominal Amount (plus
accrued but unpaid interests on the redeemed Bonds).

The Call Option may be exercised by the Issuer by written notice to the Trustee and the
Bondholders at least ten (10) Business Days prior to the proposed settlement date for
the Call Option (the "Call Option Repayment Date"). Such notice sent by the Issuer is
irrevocable and shall specify the settlement date for the Call Option but may be
withdrawn at the discretion of the Issuer upon at least three Business Day's written
notice to the Trustee prior to the Call Option Repayment Date.

If redemptions of the Bonds are made in part, such redemption shall be applied pro
rata between the Bondholders in accordance with the procedures of the CSD.

For the avoidance of doubt, the redemption prices above shall be determined based on
the Call Option Repayment Date and not based on the date the Call Option was
exercised (issue of call notice).

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Conditions Precedent:
Disbursement of the net proceeds of the Bond Issue from the Manager to the Issuer
will be conditional on the Trustee having received in due time (as determined by the
Trustee) prior to the Issue Date each of the following documents, in form and substance
satisfactory to the Trustee:

(a) the Bond Terms duly executed;
(b) the Guarantees satisfactorily executed;
(c) copies of all corporate resolutions of each of the Issuer and the Guarantors
required to issue the Bonds and execute the Finance Documents to which it is a
party;
(d) copies of each of the Issuer's and Guarantors' articles of association, by-laws or
similar constitutional documents;
(e) copy of a power of attorney (unless signature rights are provided for in the relevant
corporate resolution) from the Issuer and the Guarantors to relevant individuals
for their execution of the Finance Documents to which it is a party;
(f) confirmation that the Bonds are registered in the CSD (by obtaining an ISIN for the
Bonds);
(g) confirmation that the applicable exemption from the prospectus requirements
(ref. the EU prospectus regulation (2017/1129)) concerning the issuance of the
Bonds has been fulfilled;
(h) copies of any written documentation used in marketing the Bond Issue or made
public by the Issuer or the Manager in connection with the issuance of the Bonds;
(i) confirmation from the Issuer that no Event of Default has occurred and is
continuing or is likely to occur as a result of the issuance of the Bonds;
(j) an agreement between the Trustee and the Issuer related to expenses and fees
duly executed;
(k) the most recent published financial statements/reports to be made available to
the Trustee;
(l) confirmation from the Issuer that it has no Financial Indebtedness, Security or
Financial Support other than that permitted under the Finance Documents;
(m) all legal opinions reasonably requested by the Trustee in respect of the Finance
Documents having been received in form and substance satisfactory to the
Trustee; and
(n) any other Finance Documents duly signed by all parties hereto.

The Trustee may waive or postpone the delivery of certain Conditions Precedent at its
sole discretion.

Representations and
The Bond Terms shall include standard representations and warranties (based on the
warranties:
Trustee's template). The representations and warranties shall be made on the
execution date of the Bond Terms and shall be deemed to be repeated on the Issue
Date.

Parent's General
During the term of the Bonds, the Parent shall (unless the Trustee or the Bondholders'
Undertakings:
Meeting (as the case may be) in writing has agreed otherwise) comply with the

following general undertakings:

a) Mergers: The Parent shall not, and shall ensure that no other Group Company
shall, carry out any merger or other business combination or corporate
reorganization involving consolidating the assets and obligations of the Parent or
such Group Company with any other company or entity not being a Group
Company if such transaction would have a Material Adverse Effect.

b) De-mergers: The Parent shall not, and shall ensure that no other Group Company
shall, carry out any de-merger or other corporate reorganization involving splitting
the Parent or such other Group Company into two or more separate companies or
entities, if such transaction would have a Material Adverse Effect.

c) Continuation of business: Neither the Parent nor the Issuer shall cease to carry on
its business. Further, the Parent shall ensure that no other Group Company shall
page 3

cease to carry on its business, if such transaction would have a Material Adverse
Effect. The Parent shall procure that no substantial change is made to the general
nature of the business of the Group from that carried on at the date of the Bond
Terms, or as contemplated by the Bond Terms if such substantial change would
have a Material Adverse Effect.

d) Compliance with laws: The Parent shall ensure that the operations of any Group
Company are conducted in compliance with applicable laws and regulations of
material importance to the business of such Group Company.

e) Insurances: The Parent shall, and shall ensure that each other relevant Group
Company shall, maintain with financially sound and reputable insurance
companies, funds or underwriters, or otherwise receive the benefit of adequate
insurance or captive arrangements with respect to its assets, equipment and
business against such liabilities, casualties and contingencies and of such types and
in such amounts as would normally be maintained by owners and/or operators
owning similar assets to those owned by the relevant Group Company, in
accordance with good industry practice in their relevant jurisdiction.

f) Arm's length transactions: The Parent shall not engage in, or permit any other
Group Company to engage in, directly or indirectly, any transaction with any
Affiliate (excluding, for the avoidance of doubt, other Group Companies) (without
limitation, the purchase, sale or exchange of assets or the rendering of any service),
except (i) in the ordinary course of business; or (ii) in accordance with the UK
Financial Conduct Authority Listing Rules; or (iii) pursuant to the reasonable
requirement of the Parent's or such other Group Company's business and upon
fair and reasonable arm's length terms.

g) Authorisations: The Parent shall, and shall procure that each other Group
Company shall, in all material respects, obtain, maintain and comply with the terms
of any authorisation, approval, license and consent required for the conduct of its
business as carried out from time to time, if a failure to do so would have Material
Adverse Effect.

h) Reporting: The Parent shall of its own accord make management and financial
reports (semi-annually) available to the Trustee and on its web pages for public
distribution not later than four months after the end of the financial year and not
later than two months after the end of the subsequent six months interim period.
Such reports shall be prepared on a consolidated group basis in accordance with
IFRS, and include an income statement, statement of financial position, cash flow
statement and management commentary or report from the board of directors.
For the avoidance of doubt, the Group's normal external reporting under the
United Kingdom Listing Authority listing rules will satisfy this requirement.

Furthermore, the Parent shall ensure that the Issuer prepares its own financial
reports (semi-annually) and makes them available to the Trustee and on the
Parent's web pages for public distribution not later than four months after the end
of the financial year, and not later than two months after the end of the
subsequent six months period. Such reports shall be prepared in accordance with
IFRS, and include an income statement, statement of financial position and cash
flow statement.

Parent's Special
During the term of the Bonds, the Parent shall (unless the Trustee or the Bondholders'
Undertakings:
Meeting (as the case may be) in writing has agreed otherwise) comply with the
following special covenants:

a) Dividends restrictions: The Parent shall be permitted to make any dividend
payment, repurchase of shares or make other distributions or payments to its
shareholders, whether in cash or in kind, including without limitation any total
return swaps or instruments with similar effect (a "Distribution") provided that the
page 4

Liquidity immediately after such distribution is made must not be less than USD
150,000,000 and always provided that no Event of Default is continuing or would
result from such Distribution.

b) Maintenance of ownership of the Issuer: The Parent undertakes to maintain a
100% (direct or indirect) legal and beneficial ownership over all the shares and
control over all the voting rights of the Issuer.

c) Maintenance of ownership of GEHCL: The Parent undertakes to maintain a 100%
(direct or indirect) legal and beneficial ownership over all the shares and control
over all the voting rights of GEHCL.

d) Single-purpose entity: The Parent shall ensure that the Issuer shall not have any
other business than that related to being the issuer of the Bonds or matters
reasonably ancillary thereto (including on-lending to the Parent).

e) Subordinated inter-company loans: The Parent shall ensure that any loans to the
Issuer from any Group Company shall be subordinated to the Bonds and subject to
a subordination and turnover agreement acceptable to the Trustee. For the
avoidance of doubt, any such loan may be serviced only as long as no Event of
Default has occurred and is continuing.

f) Negative pledge: The Parent shall not, and shall ensure that no other Group
Company shall, create, permit to subsist or allow to exist any Security over any of
its present or future respective assets or its revenues, other than the Permitted
Security.

g) Financial Indebtedness restrictions: The Parent shall not, and shall ensure that no
other Group Company shall incur, create or permit to subsist any Financial
Indebtedness other than the Permitted Financial Indebtedness.

h) Financial Support restrictions: The Parent shall not, and shall ensure that no other
Group Company shall grant any Financial Support to or for the benefit of any third
party or other Group Companies other than (i) Financial Support in the ordinary
course of business and (ii) Financial Support as explicitly allowed for under the
definition of Permitted Financial Indebtedness.

i) Disposal of assets/business: The Parent shall (with the exception of intra-group
transactions) ensure that no other Group Company shall sell or otherwise dispose
of all or substantial part of the Group's assets or operations if such transaction
would have a Material Adverse Effect.

j) Subsidiaries' distributions: Save for obligations under any Financial Indebtedness,
the Parent shall not permit any Group Company to create or permit to exist any
contractual obligation (or encumbrance) restricting the right of any Group
Company to:

(i) pay dividends or make other distributions to its shareholders;
(ii) service any Financial Indebtedness to the Parent or the Issuer;
(iii) make any loans to the Parent or the Issuer; or
(iv) transfer any of its assets and properties to the Parent or the Issuer,

if the creation of such contractual obligation is reasonably likely to prevent the
Parent and/or the Issuer from complying with any of its obligations under the Bond
Terms.

k) PSC Cancellation Events: The Parent shall ensure that each Group Company will
promptly inform the Trustee of any PSC Cancellation Event and whether such PSC
Cancellation Event would have a Material Adverse Effect and the Trustee shall
page 5

notify the bondholders of such PSC Cancellation Event.

Permitted Financial
Means:
Indebtedness:

(a) any Financial Indebtedness arising under the Finance Documents;

(b) any additional Financial Indebtedness provided by reputable international
commercial banks (or other financial institutions providing such Financial
Indebtedness on materially similar terms as reputable international commercial
banks) where there is no Security or recourse to or Financial Support provided by
any of the Guarantors (for avoidance of doubt including any Subsidiaries of GEIL)
other than unsecured guarantees provided by the Parent;
(c) the existing bond issue with ISIN NO 001 071088.2 and any unsecured bonds issued
by the Issuer or any other Group Company directly owned by GEHCL and
established for the sole purpose of being the issuer of such bonds with (i) maturity
date after the Maturity Date of the Bonds, (ii) no amortization prior to the Maturity
Date of the Bonds and (iii) no call options (excluding tax calls) that can be exercised
before the Bonds have been redeemed in full and any guarantee for such bonds;
(d) any Non-Recourse Debt;
(e) any Financial Indebtedness incurred by any Group Company in the ordinary course
of business for its working capital purposes, including supplier credits, and as part
of the daily operations of such Group Company;
(f) any counter indemnity liability incurred by a Group Company to any financial
institution in respect of existing and future bid, payment- and performance bonds,
guarantees and letters of credit issued for the benefit of such Group Company in
the ordinary course of its business;
(g) any Financial Indebtedness arising from obligations incurred by any Group
Company under any commodity price, interest rate or currency hedging
agreements made on a non-speculative basis;
(h) any Financial Indebtedness under finance or capital leases of vessels, vehicles,
equipment or computers incurred by any Group Company in the ordinary course
of business;
(i) any subordinated loans with the Issuer as borrower and subject to a subordination
and turnover agreement acceptable to the Trustee;
(j) any Financial Indebtedness under any loan made by one Group Company (not
being the Issuer) to another Group Company;
(k) any Financial Indebtedness arising as a result of any Group Company acquiring
another entity after the Issue Date and such Financial Indebtedness is incurred
under arrangements in existence at the date of acquisition or put in place in order
to fund the acquisition or refinancing of such Financial Indebtedness; and
(l) any refinancing, amendment or replacement of any of (a) to (k) above from time
to time, however always subject to compliance with the Financial Covenants.

Permitted Security:
Means any Security:

(a) in respect of Permitted Financial Indebtedness referred to in paragraph (b), (d), (e),
(f), (g), (h) and (k) of the definition of "Permitted Financial Indebtedness" above
and any refinancing, amendment or replacement of any such Financial
Indebtedness provided that such Security is substantially the same as in existence
prior to the date hereof;
(b) any netting or set-off arrangement entered into by any Group Company in the
ordinary course of its banking arrangements for the purpose of netting debit and
credit balances of Group Companies (if applicable);
(c) arising by operation of law;
(d) arising under any retention of title, hire purchase or conditional sale arrangement
or arrangements having similar effect in respect of goods supplied to a Group
Company in the ordinary course of business;
(e) any right of set-off arising under contracts entered into by Group Companies in the
ordinary course of their day-to-day business;
page 6

(f) in the form of rental deposits or other guarantees in respect of any lease
agreement in relation to real property entered into by a Group Company in the
ordinary course of business and on normal commercial terms;
(g) any Security arising over any bank accounts or custody accounts or other clearing
banking facilities held with any bank or financial institution under the standard
terms and conditions of such bank or financial institution; and
(h) securing indebtedness the outstanding principal amount of which (when
aggregated with the outstanding principal amount of any other indebtedness
which has the benefit of security given by any Group Company other than any
permitted under the preceding paragraphs) does not at any time exceed USD
5,000,000 in aggregate for the Group at any time.

Notwithstanding the above, no additional Financial Indebtedness shall be secured
against the Tawke PSC.

Financial Covenants:
The Parent undertakes to comply with the following financial covenants during the

term of the Bond Issue:

(a) Equity Ratio: The Parent shall ensure that the Group maintains an Equity Ratio at
each Quarter Date of minimum 40%.

(b) Minimum Liquidity: The Parent shall ensure that the Group maintains at all times
a Liquidity of no less than the higher of (i) USD 30,000,000 and (ii) an amount equal
to the Interest Costs for the following 12 months period.

Compliance with the above Financial Covenants shall be measured on each Quarter
Date by reference to the annual financial statements, the semi-annual financial
statements or the quarterly management reports, as the case may be, and certified by
way of a compliance certificate provided by the Parent in writing to the Trustee within
four months after each Quarter Date falling on 31 December and two months after any
other relevant Quarter Date. The Financial Covenants shall be calculated on a
consolidated basis for the Group.

In the event the Group has incurred any Non-Recourse Debt, the Equity Ratio shall be
calculated on a proforma basis net of such Non-Recourse Debt.

Definitions:
"Acceptable Bank" means (i) a bank or financial institution which has a rating for its

long-term unsecured and non-credit-enhanced debt obligations of BBB or higher by

Standard & Poor's Rating Services or Fitch Ratings Ltd or Baa2 or higher by Moody's
Investors Service Limited or a comparable rating from an internationally recognized
credit rating agency or (ii) such other bank or financial institution reasonably acceptable
to the Trustee.

"Affiliate" means, in relation to any person:
(a) any person which is a Subsidiary of that person;
(b) any person who has Decisive Influence over that person (directly or indirectly); and
(c) any person which is a Subsidiary of an entity who has Decisive Influence over that
person (directly or indirectly).

"Bondholders" means a holder of Bond(s), as registered in the CSD, from time to time.

"Bondholders' Meeting" means a meeting of Bondholders, as set out in the Bond
Terms.

"Bonds" means the debt instruments issued by the Issuer pursuant to the Bond Terms.

"Cash" means, at any time, cash in hand or at bank and (in the latter case) credited to
an account in the name of a Group Company with an Acceptable Bank and to which a
page 7

Group Company is alone (or together with other Group Companies) beneficially
entitled and for so long as the cash is freely available and unrestricted (and whereby
any provisions for restricting or prioritizing payments shall only be relevant hereto
when such provisions actually restricts payments from being made).

"Cash Equivalents" means, at any time:
(a) certificates of deposit maturing within one year after the relevant date of
calculation or maturing after more than one year after the relevant date of
calculation so long as the relevant Group Company is able to access the cash within
15 Business Days of giving notice, and issued by an Acceptable Bank;
(b) any investment in marketable debt obligations issued or guaranteed by the
government of the United States of America, the United Kingdom, Norway, any
member state of the European Economic Area or by an instrumentality or agency
of any of them having an equivalent credit rating, maturing within one year after
the relevant date of calculation and not convertible or exchangeable to any other
security;
(c) tradable commercial paper not convertible or exchangeable to any other security
with a maturity no greater than one year after the relevant calculation date and
which has a credit rating of either A-1 or higher by S&P Global Ratings or F1 or
higher by Fitch Ratings Ltd or P-1 or higher by Moody's Investors Service Limited,
or, if no rating is available in respect of the commercial paper, the issuer of which
has, in respect of its long-term unsecured and non-credit enhanced debt
obligations, an equivalent rating; or
(d) any investment in money market funds which (i) have a credit rating of either A-1
or higher by S&P Global Ratings or F1 or higher by Fitch Ratings Ltd or P-1 or higher
by Moody's Investors Service Limited, (ii) which invest substantial y all their assets
in securities of the types described in paragraphs (a) to (c) above and (iii) can be
turned into cash on not more than 30 calendar days' notice,

in each case, to which any Group Company is alone (or together with other Group
Companies) beneficially entitled at that time and which is not issued or guaranteed by
any Group Company or subject to any Security.

"Decisive Influence" means a person having, as a result of an agreement and/or
through the direct and/or indirect ownership of shares and/or other ownership
interests in another person:

(a) a majority of the voting rights in that other person; or
(b) a right to elect or remove a majority of the members of the board of directors of
that other person.

"Equity Ratio" means the ratio of Total Equity to Total Assets.

"Exchange" means:

(a) Nordic ABM; or
(b) any regulated market as such term is understood in accordance with the Markets
in Financial Instruments Directive 2014/65/EU (MiFID II) and Regulation (EU) No.
600/2014 on markets in financial instruments (MiFIR).

"Finance Documents" means:

(a) the Bond Terms;
(b) the Guarantees;
(c) the fee agreement between the Issuer and the Trustee;
(d) any subordination agreements related to intra-group loans to the Issuer; and
(e) any other document the Issuer and the Trustee designate as a Finance Document.
page 8

"Financial Indebtedness" means any indebtedness incurred in respect of:

(a) moneys borrowed (and debit balances at banks or other financial institutions or
investment vehicles);
(b) any amount raised by acceptance under any acceptance credit facility or
dematerialized equivalent;
(c) any amount raised pursuant to any note purchase facility or the issue of bonds,
notes, debentures, loan stock or any similar instrument including the Bonds;
(d) the amount of any liability in respect of any lease or hire purchase contract which
would, in accordance with IFRS as applicable at the Issue Date, be treated as a
finance or capital lease;
(e) receivables sold or discounted (other than any receivables to the extent they are
sold on a non-recourse basis);
(f) any derivative transaction entered into in connection with protection against or
benefit from fluctuation in any rate or price (and, when calculating the value of any
derivative transaction, only the marked to market value shall be taken into
account);
(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or
documentary letter of credit or any other instrument issued by a bank or financial
institution in respect of an underlying liability of a person which is not a Group
Company which liability would fall within one of the other paragraphs of this
definition;
(h) any amount paid up or credited as paid up on any redeemable share capital;
(i) any amount of any liability under an advance or deferred purchase agreement, if
(a) the primary reason behind entering into the agreement is to raise finance or (b)
the agreement is in respect of the supply of assets or services and payment is due
more than 120 calendar days after the date of supply;
(j) any amount raised under any other transaction (including any forward sale or
purchase agreement) having the commercial effect of a borrowing or otherwise
being classified as a borrowing under IFRS; and
(k) without double-counting, the amount of any liability in respect of any guarantee
or indemnity for any of the items referred to in paragraphs (a) to (j) above.

"Financial Support" means any loans, guarantees, Security or other financial assistance
(whether actual or contingent).

"IFRS" means International Financial Reporting Standards, and guidelines and
interpretations issued thereto by the International Accounting Standards Board (or any
predecessor and successor thereof), in force from time to time.

"Interest Cost" means the aggregate gross cash interest costs of the Group related to
Total Debt.

"Liquidity" means the aggregate book value of the Cash and Cash Equivalents.

"Make-Whole Amount" means amount equal to the sum of:

(a) the present value on the Call Option Repayment Date of [100% + [40]% of the
Coupon Rate] of the Nominal Amount of the redeemed Bonds as if such payment
originally had taken place on the First Call Date; and
(b) the present value on the Call Option Repayment Date of the remaining interest
payments of the redeemed Bonds (excluding accrued but unpaid interest on the
redeemed Bonds up to the Call Option Repayment Date) up to and including the
First Call Date,

both calculated by using a discount rate of 50 basis points above [the comparable US
Treasury Rate (i.e. comparable to the remaining Macaulay duration of the Bonds from
the Call Option Repayment Date until the First Call Date using linear interpolation).

page 9

"Non-Recourse Debt" means any Financial Indebtedness incurred by any Group
Company not being a Guarantor and provided that:

(a) no Security shall be provided by any Guarantor; and
(b) no Financial Support shall be provided by any Guarantor.

"PSC" means production sharing contract in relation to extraction of hydrocarbons.

"PSC Cancellation Event" means if the Tawke PSC is revoked, cancelled, materially
changed or terminated for any reason and such revocation, cancellation, change or
termination has a Material Adverse Effect.

"Quarter Date" means each 31 March, 30 June, 30 September and 31 December.

"Security" means any encumbrance, mortgage, charge, pledge, lien or other security
interest securing any obligation of any person or any other agreement or arrangement
having a similar effect.

"Subsidiary" means an entity over which another entity or person has Decisive
Influence.

"Tawke PSC" means the PSC covering an area of 630 sq. km. located close to the Turkish
border in the Kurdistan Region of Iraq and containing inter alia the Tawke oil field and
the Peshkabir oil field. The Group's participating interest at the date of the Bond Terms
in the Tawke PSC is 25% and 4.5% overriding royalty started to accrue on 1 August 2017,
ending on 31 July 2022 and as amended from time to time.

"Total Assets" means the aggregate book value of the Group's total assets treated as
assets in accordance with IFRS less the amount of any Leasing Obligations treated as
assets in accordance with IFRS.

"Total Debt" means the sum of all interest-bearing Financial Indebtedness of the Group
on a consolidated basis in accordance with IFRS.
"Total Equity" means the aggregate book value of the Group's total equity treated as
equity in accordance with IFRS.

Material Adverse Effect:
Means a material adverse effect on (a) the Issuer's and/or the Guarantors' ability to
perform and comply with its obligations under any Finance Document to which it is a
party or (b) the validity or enforceability of any of the Finance Documents.

Change of Control Event:
Means:

(i) if any person, or group of persons under the same Decisive Influence, obtains
Decisive Influence over the Parent; or
(ii) a delisting of the Parent's shares from the London Stock Exchange that does not
occur (A) in connection with a listing of the Parent's shares on another
internationally recognized stock exchange or (B) pursuant to the insertion of a new
holding company as part of a Group reorganisation which will be the 100% owner
of the Parent and has substantially the same shareholders as the Parent or is
otherwise approved by the shareholders of the Parent.

Change of Control Clause:
Upon a Change of Control Event occurring, each Bondholder shall have a right (a "Put
Option") to require that the Issuer purchases all or some of the Bonds held by that
Bondholder at a price of 101% of the Nominal Amount (plus accrued interest) during a
period of 15 Business Days following the notice of a Change of Control Event. The Put
Option repayment date will be the fifth Business Day after the end of the 15 Business
Days exercise period (the "Put Option Repayment Date"). The settlement of the Put
Option will be based on each Bondholders holding of Bonds at that day.
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