JPMorgan - KASE

The Change of Control Offer will remain open for a period of at least 20 Business Days following
its commencement but no longer than 30 days (the “Offer Period”), except to the extent that a
longer period is required by applicable law (the “Change of Control Offer Period”). No later than
five Business Days after the termination of the Change of Control Offer Period (the “Change of
Control Purchase Date”), the Issuer will purchase all Notes validly tendered and not properly
withdrawn pursuant to the Change of Control Offer. Payment for any Notes so purchased will be
made in the same manner as interest payments are made on the Notes.
If the Change of Control Purchase Date is on or after an interest record date and on or before the
related interest payment date, any accrued and unpaid interest, if any, will be paid to the Person
in whose name a note is registered at the close of business on such record date, and no
additional interest will be payable to Holders who tender Notes pursuant to the Change of
Control Offer.
On the Change of Control Purchase Date, the Issuer will, to the extent lawful, (i) accept for
payment all Notes or portions thereof validly tendered and not properly withdrawn pursuant to
the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change
of Control Payment in respect of all Notes or portions thereof so validly tendered and not
properly withdrawn and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted
together with an Officers’ Certificate stating the aggregate principal amount of Notes or
portions thereof being purchased by the Issuer. Upon receipt of such amount, the Paying Agent
will promptly mail to each Holder of Notes so validly tendered and not properly withdrawn the
Change of Control Payment for such Notes and upon receipt of a written order signed by one
Officer, the Trustee will promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the
Notes surrendered, if any, provided that each such new Note will be in a principal amount of
$10,000 or an integral multiple of $1,000 in excess thereof. The Issuer will publicly announce the
results of the Change of Control Offer on the Change of Control Purchase Date.
To the extent payments are made to the Holders by any Guarantor in respect of any Change of
Control Offer, the amount of the Intercompany Loan shall be correspondingly reduced and
deemed repaid by HKM to the Issuer to the extent of such reduction.
The Issuer’s ability to repurchase Notes pursuant to a Change of Control Offer may be limited by
a number of factors. Any future credit agreements or other agreements relating to Senior Debt
to which the Company or its Subsidiaries (including the Issuer) become party may contain
restrictions and provisions which prohibit the Issuer or its Subsidiaries (including the Issuer) from
purchasing any Notes prior to their Maturity, including pursuant to a Change of Control Offer. In
the event that a Change of Control Offer occurs at a time when the Issuer does not have
sufficient available funds to (i) pay the Change of Control Purchase Price for all Notes validly
tendered pursuant to such offer, or (ii) at a time when the Issuer is prohibited from purchasing
the Notes (and the Issuer is unable either to obtain the consent of the holders of the relevant
Indebtedness or to repay such Indebtedness), an Event of Default would occur under the
Indenture. The failure by the Issuer to purchase tendered Notes would constitute a breach of the
Indenture which could, in turn, constitute a default under other Indebtedness and could lead to
the acceleration of such other Indebtedness. In any such event, any security granted in respect of
any such Indebtedness could result in the Holders of the Notes receiving less ratably than other
creditors of the Issuer, the Company or the other Guarantors.
Except as described herein with respect to a Change of Control, the Indenture does not contain
any other provisions that permit Holders of Notes to require that the Issuer or any Guarantor
repurchase or redeem Notes in the event of a takeover, recapitalization or similar restructuring.
The foregoing provisions may not necessarily afford the Holders of the Notes protection in the
event of a highly leveraged transaction, including a reorganization, restructuring, merger or
other similar transaction involving the Company or another Guarantor, that may adversely affect
the Holders because such transactions may not involve a shift in voting power or beneficial
ownership or, even if they do, may not involve a shift of the magnitude required under the
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