JPMorgan - KASE
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JPMorgan - KASE

JPMorgan - KASE JPMorgan - KASE

kase.kz
18.03.2014 Views

2, 2003, among HKM, as borrower, the Company, Hurricane Hydrocarbons Ltd. and Hurricane Marketing Limited, as guarantors, BNP Paribas, ING Bank N.V. and Natexis Banques Populaires, as joint mandated arrangers, Natexis Banques Populaires, as facility agent and security agent and BNP Paribas, as hedge counterparty, and the other parties thereto from time to time), as any such facility may from time to time be amended, renewed, supplemented, modified, refinanced, refunded or replaced, including increases in the principal amount thereof. “Trust Indenture Act” means the U.S. Trust Indenture Act of 1939 as in effect on the date of the Indenture. “Unrestricted Subsidiary” means (i) any Subsidiary (other than the Issuer, HKM, Valsera or HOP) that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors of the Company; but only to the extent that such Subsidiary: (a) has no Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (c) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Equity Interests or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve or maintain any specified levels of profitability (it being understood that agreements entered into in the ordinary course of the Oil and Gas Business relating to transportation or throughput commitments will not constitute such an obligation); and (d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions and was permitted by the covenant described under the caption “ — Restricted Payments”. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (i) such Indebtedness is permitted under the covenant described under the caption “ — Incurrence of Indebtedness and Issuance of Preferred Stock” and (ii) no Default or Event of Default would be in existence following such designation. As of the Issue Date, Hurricane Investments shall be an Unrestricted Subsidiary. “Valsera” means Valsera Holdings B.V., an intermediate holding company organized under the laws of the Netherlands. “Voting Stock” of any 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 (i) 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 thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding principal amount of such Indebtedness. 138

“Wholly Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests (other than directors’ qualifying shares or shares or other ownership interests required by applicable law to be held by third parties) of which shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person. Unrestricted Subsidiaries shall not be included in the definition of Wholly Owned Restricted Subsidiary for any purposes of the Indenture. 139

“Wholly Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person<br />

all of the outstanding Capital Stock or other ownership interests (other than directors’ qualifying<br />

shares or shares or other ownership interests required by applicable law to be held by third<br />

parties) of which shall at the time be owned by such Person or by one or more Wholly Owned<br />

Restricted Subsidiaries of such Person. Unrestricted Subsidiaries shall not be included in the<br />

definition of Wholly Owned Restricted Subsidiary for any purposes of the Indenture.<br />

139

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