JPMorgan - KASE

mention shall be deemed to include the payment of Additional Amounts provided for in the
Indenture to the extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof pursuant to the Indenture.
Optional Tax Redemption
If as a result of any change in or amendment to the laws, treaties, regulations or rulings of the
Netherlands, Canada, Kazakhstan or other jurisdictions with which the Issuer or any Guarantor
has any connection (other than the United States) or of any political subdivision or taxing
authority thereof or therein or any change in the administrative or official position of the
applicable taxing authority regarding the application or interpretation of such laws, treaties,
regulations or rulings (including a holding, judgment or order by a court of competent
jurisdiction), which change or amendment, as the case may be, is proposed and becomes effective
on or after the date of the Indenture, in making any payment due or to become due under the
Notes, the Guarantees or the Indenture, the Issuer or any of the Guarantors (if any of the
Guarantees are called) is or would be required on the next succeeding interest payment date to
pay Additional Amounts notwithstanding reasonable efforts to avoid such requirement, or to
deduct or withhold any tax of the Netherlands, Canada, Kazakhstan or other jurisdiction with
which the Issuer or any Guarantor has any connection (other than the United States) or any
political subdivision or taxing authority thereof or therein, the Notes may be redeemed at the
option of the Issuer, in whole but not in part, upon not less than 30 nor more than 60 days’
notice given as provided in the Indenture, at any time, at a redemption price equal to the
principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for
redemption, provided that no such notice of redemption shall be given earlier than 90 days prior
to the earliest date on which the Issuer would be obligated to make such withholding if a
payment in respect of the Notes were then due.
Prior to the publication of any notice of redemption in accordance with the foregoing, the Issuer
shall deliver to the Trustee an Officers’ Certificate stating that the Issuer is entitled to effect such
redemption based on an opinion of counsel or an opinion of a qualified expert, such counsel or
qualified expert being independent of the Issuer and the Guarantors and reasonably acceptable
to the Trustee, that the Issuer or any Guarantors (if any of the Guarantees are called) has or will
become obligated to pay Additional Amounts as a result of such change or amendment. Such
notice, once delivered by the Issuer to the Trustee, will be irrevocable.
Mandatory Redemption
Except as set forth below under “Description of the Notes — Repurchase at the Option of
Holders”, the Company is not required to make any mandatory redemption or purchase
payments with respect to the Notes prior to the maturity date.
Repurchase at the Option of Holders
Change of Control
The Indenture will provide that upon the occurrence of a Change of Control, each Holder of
Notes will have the right to require the Issuer to repurchase all or any part (equal to $10,000 or
an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer
described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date
of purchase (the “Change of Control Payment”). Within 30 days following any Change of
Control, the Issuer will mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and offering to repurchase Notes pursuant to the
procedures required by the Indenture and described in such notice. The Issuer will comply, to the
extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder in connection with the repurchase of the Notes as a
result of a Change of Control.
100