204
(g)
leases, licenses, subleases and sublicenses of assets in the ordinary course of business;
(h)
Liens securing or arising by reason of any netting or set-off arrangement entered into in the ordinary
course of banking or other trading activities;
(32)
Liens on Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or
the underwriters or arrangers thereof) or on cash set aside at the time of the incurrence of any Indebtedness or
government securities purchased with such cash, in either case to the extent such cash or government
securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar
arrangement to be applied for such purpose; and
(33)
any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing
clauses (2) through (33) (but excluding clauses (14), (15) and (31(f));
provided
that any such Lien is limited to
all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or
distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien
arose, could secure) the Indebtedness being refinanced.
"
Permitted Refinancing Indebtedness
" means any Indebtedness of the Issuer or any of its Restricted Subsidiaries issued
in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, exchange, defease or
discharge other Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than intercompany Indebtedness);
provided that
:
(1)
the aggregate principal amount (or accreted value, if applicable, or if issued with original issue discount,
aggregate issue price) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable, or if issued with original issue discount, aggregate issue price) of the
Indebtedness being extended, renewed, refunded, refinanced, replaced, exchanged, defeased or discharged
(plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums,
incurred in connection therewith);
(2)
such Permitted Refinancing Indebtedness has (a) a final maturity date that is either (i) no earlier than the final
maturity date of the Indebtedness being extended, renewed, refunded, refinanced, replaced, exchanged,
defeased or discharged or (ii) after the final maturity date of the Notes and (b) has a Weighted Average Life to
Maturity that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being
extended, renewed, refunded, refinanced, replaced, defeased or discharged;
(3)
if the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged is
expressly contractually subordinated in right of payment to the Notes or the Note Guarantees, as the case may
be, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the Notes or the Note
Guarantees, as the case may be, on terms at least as favorable to the holders of Notes or the Note Guarantees,
as the case may be, as those contained in the documentation governing the Indebtedness being extended,
renewed, refunded, refinanced, replaced, exchanged, defeased or discharged; and
(4)
if the Issuer or any Guarantor was the obligor on the Indebtedness being extended, renewed, refunded,
refinanced, replaced, defeased or discharged, such Indebtedness is incurred either by the Issuer, a Finance
Subsidiary or by a Guarantor.
Notwithstanding the foregoing, any Indebtedness incurred under Credit Facilities pursuant to the covenant described
above under the caption "—
Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock
" shall be
subject to the refinancing provisions of the definition of "Credit Facilities" and not pursuant to the requirements set forth
in this definition of Permitted Refinancing Indebtedness.
"
Person
" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company or government or other entity.
"
Post-Closing Guarantor
" means Kuwait Energy (Eastern Desert) Petroleum Services SAE;
"
Priority Indebtedness
" means Indebtedness (without double counting) incurred by the Issuer or any Restricted
Subsidiary and secured by means of any Lien (to the extent the assets that secure such Indebtedness do not also secure
the Notes on a
pari passu
or senior basis) permitted in accordance with clauses (1) or (31)(f) of the definition of
"Permitted Liens".
"
Production Payments
" means, collectively, Dollar-Denominated Production Payments and Volumetric Production
Payments.
"
Production Payments and Reserve Sales
" means the grant or transfer by the Issuer or a Restricted Subsidiary of the
Issuer to any Person of a royalty, overriding royalty, net profits interest, Production Payment, partnership or other
interest in oil and gas properties, reserves or the right to receive all or a portion of the production or the proceeds from
the sale of production attributable to such properties, including any such grants or transfers pursuant to incentive
