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(1)
any lease of property which would be considered an operating lease in accordance with IFRS as in effect on
the Issue Date;
(2)
for the avoidance of doubt, Contingent Obligations;
(3)
customer deposits and advance payments received in the ordinary course of business from customers for
goods and services purchased in the ordinary course of business; or
(4)
in connection with the purchase by the Issuer or any Restricted Subsidiary of any business, any post-closing
payment adjustments to which the seller may become entitled to the extent such payment is determined by a
final closing balance sheet or such payment depends on the performance of such business after the closing.
"
Initial Guarantors
" means each of Kuwait Energy International Limited (Jersey), KEC (MENA) Limited (BVI),
Kuwait Energy Egypt Limited (BVI), KEC (Egypt) Limited (BVI), Kuwait Energy Yemen Ltd (BVI), Jannah Hunt Oil
Company Ltd (BVI), KEC (Yemen) Ltd (BVI), Kuwait Energy AMED Yemen Ltd (BVI), Kuwait Energy Company
KSCC (Kuwait) and Kuwait Energy Iraq Ltd (BVI).
"
Investment Grade Status
" shall occur when the Notes are rated as follows by two of the following three Rating
Agencies: Baa3 or better by Moody's, BBB or better by S&P and/or BBB- or better by Fitch (or, if any such entity ceases
to rate the Notes, the equivalent investment grade credit rating from any other "nationally recognized statistical rating
organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Issuer as a
replacement agency).
"
Investments
" means, with respect to any Person, all direct or indirect investments by such Person in other Persons
(including Affiliates) in the forms of loans (including Guarantees or other obligations, but excluding advances or
extensions of credit to customers or suppliers made in the ordinary course of business), advances or capital contributions
(excluding endorsements of negotiable instruments and documents in the ordinary course of business, and commission,
travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are
or would be classified as investments on a balance sheet prepared in accordance with IFRS. If the Issuer or any
Restricted Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary
of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary
of the Issuer, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to
the Fair Market Value of the Issuer's Investments in such Restricted Subsidiary that were not sold or disposed of in an
amount determined as provided in the penultimate paragraph of the covenant described above under the caption "—
Certain Covenants—Restricted Payments
". The acquisition by the Issuer or any Subsidiary of the Issuer of a Person that
holds an Investment in a third Person will be deemed to be an Investment by the Issuer or such Subsidiary in such third
Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person
in an amount determined as provided in the penultimate paragraph of the covenant described above under the caption "—
Certain Covenants—Restricted Payments
". Except as otherwise provided in the Indenture, the amount of an Investment
will be determined at the time the Investment is made and without giving effect to subsequent changes in value and, to
the extent applicable, shall be determined based on the equity value of such Investment.
"
Issue Date
" means 4 August 2014.
"
Lien
" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind
in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, any lease in the nature thereof.
"
Management Advances
" means loans or advances made to, or Guarantees with respect to loans or advances made to,
directors, officers or employees of any Issuer or any Restricted Subsidiary:
(1)
in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business;
(2)
in respect of moving related expenses incurred in connection with any closing or consolidation of any facility
or office; or
(3)
in the ordinary course of business and (in the case of this clause (3)) not exceeding $1.0 million in the
aggregate outstanding at any time.
"
Minority Interest
" means the percentage interest represented by any shares of stock of any class of Capital Stock of a
Restricted Subsidiary of the Issuer that are not owned by the Issuer or a Restricted Subsidiary of the Issuer.
"
Moody's
" means Moody's Investors Service, Inc. or any successor to its ratings business.
"
Net Income
" means, with respect to any specified Person, the net income (loss) of such Person, determined in
accordance with IFRS and before any reduction in respect of preferred stock dividends, excluding, however:
