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Indebtedness of a Guarantor (whether outstanding on the Issue Date or thereafter incurred) which is subordinate or junior
in right of payment to the Note Guarantee pursuant to a written agreement, as the case may be.
"
Subsidiary
" means,
(1)
with respect to any specified Person:
(a)
any corporation, association or other business entity (other than a partnership, joint venture, limited
liability company or similar) of which more than 50% of the total ordinary voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to
any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the
election of directors, managers or trustees of the corporation, association or other business entity is at
the time owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and
(b)
any partnership, joint venture, limited liability company or similar business entity of which (a) more
than 50% of the capital accounts, distribution rights, total equity and voting interests or general and
limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the
form of membership, general, special or limited partnership interests or otherwise, and (b) such Person
or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.
(2)
with respect to the Issuer, Kuwait Energy Company KSCC, a joint stock company, in the event that 50% or
less of its capital accounts or total equity and voting interests are owned or controlled, directly or indirectly,
by the Issuer or one or more of the other Subsidiaries of the Issuer or a combination thereof, and such joint
stock company is at the time consolidated in the Issuer's financial statements in accordance with IFRS.
"
Tax
" means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any
other additions thereto, and, for the avoidance of doubt, including any withholding or deduction for or on account of
Tax). "Taxes" and "Taxation" shall be construed to have corresponding meanings.
"
Treasury Rate
" means, as of any redemption date, the yield to maturity as of such redemption date of United States
Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical
Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if
such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to
the period from the redemption date to 4 August 2017;
provided, however
, that if the period from the redemption date to
4 August 2017 is less than one year, the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year will be used.
"
US Government Obligations
" means direct obligations of, or obligations guaranteed by, the United States of America,
and the payment for which the United States pledges its full faith and credit.
"
Unrestricted Subsidiary
" means any Subsidiary of the Issuer that is designated by the Board of Directors of the Issuer
as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such
Subsidiary:
(1)
has no Indebtedness other than Non-Recourse Debt;
(2)
except as permitted by the covenant described above under the caption "—Certain Covenants—Transactions
with Affiliates", is not party to any agreement, contract, arrangement or understanding with the Issuer or any
Restricted Subsidiary of the Issuer unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained
at the time from Persons who are not Affiliates of the Issuer; and
(3)
is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or
indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's
financial condition or to cause such Person to achieve any specified levels of operating results.
"
Volumetric Production Payments
" means production payment obligations recorded as deferred revenue in accordance
with IFRS, together with all related undertakings and obligations.
"
Voting Stock
" of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled
to vote in the election of the Board of Directors of such Person.
"
Weighted Average Life to Maturity
" means, when applied to any Indebtedness at any date, the number of years
obtained by dividing:
(1)
the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking
fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of
