JPMorgan - KASE

issue of the Notes) under their respective Guarantees will be limited to the maximum amount
that will, after giving effect to all other contingent and fixed liabilities of such Guarantor and
after giving effect to any collections from, rights to receive contribution from, or payments made
by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor
under its Guarantee or pursuant to its contribution obligations under the Indenture, result in the
obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or
fraudulent transfer or otherwise not being void, voidable or otherwise unenforceable under any
bankruptcy, reorganization, receivership, insolvency, liquidation or similar legislation or legal
proceedings under any applicable foreign law. Each Guarantor that makes a payment or
distribution under a Guarantee shall be entitled to contribution from each other Guarantor so
long as the exercise of such right does not impair the rights of the Holders under the Guarantees.
See “Risk Factors — Risk Factors Relating to the Notes — The value of the guarantees may be
limited by applicable laws”.
Payment of Additional Amounts
Except to the extent required by any applicable law, regulation or governmental policy, any and
all payments of, or in respect of, any Note shall be made free and clear of and without deduction
for or on account of any and all present or future taxes, levies, imposts, deduction, charges or
withholdings and all liabilities with respect thereto imposed by the Netherlands, Canada,
Kazakhstan or any other jurisdiction with which the Issuer or any Guarantor has some connection
(including any jurisdiction (other than the United States) from or through which payments under
the Notes or the Guarantees are made) or any political subdivision of or any taxing authority in
any such jurisdiction (“Dutch Taxes”, “Canadian Taxes”, “Kazakhstani Taxes” or “Other Taxes”,
respectively). The Issuer undertakes that, if the conclusions of the ECOFIN Council meeting of
November 26-27, 2000 are implemented, it will ensure that it maintains a paying agent in an EU
member state that will not be obliged to withhold or deduct tax pursuant to any directive
implementing such conclusions. If the Issuer or any Guarantor shall be required by law to
withhold or deduct any Dutch Taxes, Canadian Taxes, Kazakhstani Taxes or Other Taxes from or
in respect of any sum payable under a Note or pursuant to a Guarantee, the sum payable by the
Issuer or such Guarantor, as the case may be, thereunder shall be increased by the amount
(“Additional Amounts”) necessary so that after making all required withholdings and deductions,
the Holder or beneficial owner of a Note shall receive an amount equal to the sum that it would
have received had not such withholdings and deductions been made; provided that any such sum
shall not be paid in respect of any Dutch Taxes, Canadian Taxes, Kazakhstani Taxes or Other
Taxes to a Holder (an “Excluded Holder”) (i) resulting from the beneficial owner of such Note, at
any time, being a resident of, or carrying on business or being deemed to carry on business in or
through, or having or being deemed to have, a permanent establishment or fixed base in the
relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction
or any political subdivision thereof or any taxing authority therein other than the mere holding
or owning of such Note, being a beneficiary of the applicable Guarantees, the receipt of any
income or payments in respect of such Note or the applicable Guarantees or the enforcement of
such Note or the applicable Guarantees; (ii) resulting from the Issuer or any Guarantor not
dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with such Holder at
the time of such payment or at the time the amount of such payment is deemed to have been
paid or credited; (iii) that would not have been imposed but for the presentation (where
presentation is required) of such Note for payment more than 30 days after the date such
payment became due and payable or was duly provided for, whichever occurs later; (iv) that has
been imposed by reason of any estate, inheritance, gift, sale, transfer or personal property or
similar tax, assessment or other governmental charge; or (v) resulting from any combination of
items (i), (ii), (iii) and (iv); provided further that any such sum will not be paid in respect of any
Dutch Taxes, Canadian Taxes, Kazakhstani Taxes or Other Taxes to any Holder who is not the
beneficial owner of such Note (including a fiduciary or partnership) to the extent that the
beneficial owner of such Note or fiduciary or member of a partnership would have been an
Excluded Holder had it been the Holder of the Note. The Issuer or the Guarantors, as applicable,
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