JPMorgan - KASE
JPMorgan - KASE
JPMorgan - KASE
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Description of the Notes<br />
The following summary of certain provisions of the Indenture does not purport to be complete<br />
and is qualified in its entirety by reference to the Indenture, including the definitions therein of<br />
certain terms used below. For purposes of this section, references to the “Company” are to<br />
Hurricane Hydrocarbons Ltd., excluding its subsidiaries, and references to the “Issuer” are to<br />
Hurricane Finance B.V.<br />
General<br />
The Notes will be issued pursuant to an Indenture (the “Indenture”) to be dated February 12,<br />
2003 among Hurricane Finance B.V. (the “Issuer”), the Company, the other Guarantors, J.P.<br />
Morgan Corporate Trustee Services Limited, as trustee (the “Trustee”), and <strong>JPMorgan</strong> Chase<br />
Bank, as principal paying agent and registrar in a transaction which is not subject to the<br />
registration requirements of the Securities Act. See “Notice to Investors”. The terms of the Notes<br />
include those stated in the Indenture and those deemed to be incorporated in the Indenture by<br />
reference to the Trust Indenture Act, as the Indenture will provide that such provisions will be<br />
deemed to be incorporated by reference therein on the same basis as if the Trust Indenture Act<br />
were applicable thereto. The Notes are subject to all such terms, and prospective Holders of<br />
Notes are referred to the Indenture and the Trust Indenture Act for a statement of such terms. A<br />
copy of the proposed form of Indenture is available as set forth under “General Listing<br />
Information”. Definitions of certain capitalized terms used in the Indenture and in the following<br />
summary are set forth below under “Description of the Notes — Certain Definitions”.<br />
The Notes will be senior unsecured obligations of the Issuer and will rank equally in right of<br />
payment with all future unsecured, unsubordinated obligations of the Issuer, if any. The Issuer is<br />
a newly formed, special-purpose financing vehicle and has no operating activities other than<br />
acting as issuer of the Notes. The Issuer’s only material asset will be the Intercompany Loan and<br />
the Issuer will be entirely dependent upon payments by HKM on the Intercompany Loan in order<br />
to make payments on the Notes.<br />
On the Issue Date, the Issuer will lend the gross proceeds of the offering to HKM pursuant to the<br />
Intercompany Loan. The Intercompany Loan will rank equal in right of payment to all existing<br />
and future senior unsecured obligations of HKM. The Indenture also limits the rights of the Issuer<br />
and HKM to amend or prepay the Intercompany Loan. See “ — Certain Covenants —<br />
Amendments to or Prepayments of Intercompany Loan”. The Intercompany Loan will mature on<br />
the maturity date of the Notes.<br />
The Guarantees will be senior unsecured obligations of the Guarantors and will rank senior in<br />
right of payment to all subordinated Indebtedness of the Guarantors and will rank equally in<br />
right of payment with all existing and future senior Indebtedness and all other liabilities of each<br />
Guarantor that are not subordinated by their express terms to the Guarantees, including trade<br />
debt. The Guarantees will be effectively subordinated to all existing and future secured<br />
Indebtedness of each Guarantor to the extent of the value of the assets securing such<br />
Indebtedness.<br />
As of the date hereof, the Company has six active Subsidiaries, all of which constitute Restricted<br />
Subsidiaries for the purposes of the Indenture. Under certain circumstances, the Company will be<br />
able to designate certain Subsidiaries as Unrestricted Subsidiaries, provided that none of the<br />
Issuer, HKM, HOP or Valsera may be so designated. Unrestricted Subsidiaries will not be subject<br />
to many of the restrictive covenants set forth in the Indenture.<br />
As of the Issue Date, the Company, HKM and HOP (the “Initial Guarantors”) will be the only<br />
Guarantors. The obligations of the Issuer under the Notes will be jointly and severally guaranteed<br />
by the Guarantors. The Indenture provides that, other than Valsera, each of the Company’s<br />
Subsidiaries that becomes a Material Restricted Subsidiary (and any other Subsidiary that<br />
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