JPMorgan - KASE
JPMorgan - KASE JPMorgan - KASE
definition of Change of Control to require the Issuer to make a Change of Control Offer. In addition, the existence of the Holder’s right to require the Issuer to repurchase such Holder’s Notes upon the occurrence of a Change of Control may or may not deter a third party from seeking to acquire shares of the Company in a transaction that would constitute a Change of Control. “Change of Control” means (i) such time as a “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) has become, directly or indirectly, the “beneficial owner”, by way of merger, consolidation or otherwise, of 50% or more of the voting power of the voting stock of the Company; (ii) the sale, conveyance, lease or transfer of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole to any person or group (as defined above); (iii) during any period of two consecutive calendar years, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by the Board of Directors of the Company or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors of the Company then in office, (iv) the adoption of a plan relating to the liquidation or dissolution of the Company or (v) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance). One of the events that constitutes a Change of Control under the Indenture is a sale, conveyance, lease or transfer of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole. The Indenture will be governed by New York law, and there is no established quantitative definition under New York law of “substantially all” of the assets of a corporation. Accordingly, if the Company and/or its Restricted Subsidiaries were to engage in a transaction in which it or they disposed of less than all of the assets of the Company and its Restricted Subsidiaries taken as a whole, a question of interpretation could arise as to whether such disposition was of “substantially all” of its or their assets, as the case may be, and whether the Company was required to make a Change of Control Offer. Asset Sales The Indenture will provide that the Company will not, and will not permit any of its Restricted Subsidiaries to, engage in an Asset Sale unless (i) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests sold or otherwise disposed of and, in the case of a lease of assets, a lease providing for rent and other conditions which are no less favorable to the Company (or the Restricted Subsidiary, as the case may be) in any material respect than the then prevailing market conditions (as determined in good faith by the Board of Directors which determination shall be conclusive evidence of compliance with this provision and shall be set forth in a Board Resolution) and (ii) at least 75% (100% in the case of lease payments) of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents or Replacement Assets. For purposes of this covenant (and not for purposes of any other provision of the Indenture), the term “cash” shall be deemed to include (x) any Notes or marketable securities received by the Company or any such Restricted Subsidiary that are converted into cash or Cash Equivalents promptly but in no event more than 180 days after the date of the Asset Sale, and (y) any Indebtedness and any other liabilities not constituting trade or service accounts payable of the Company or such Restricted Subsidiary (as 102
shown on the most recent balance sheet of the Company or such Restricted Subsidiary) that are assumed by the transferee of the assets which are the subject of such Asset Sale as consideration therefor in a transaction the result of which is that the Company and all of its Subsidiaries are released from all liability for such assumed liabilities, and which liabilities immediately prior to such assumption (A) were not by their terms subordinated in right of payment to the Notes, and (B) were not owed to the Company or any Affiliate of the Company. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the Restricted Subsidiary, as applicable) may apply, or enter into binding contracts (subject only to obtaining required governmental approvals) irrevocably committing the Company or such Restricted Subsidiary to apply, within 390 days after the receipt of such Net Proceeds, such Net Proceeds to (a) an Investment in another business (provided that such Investment constitutes a Permitted Investment or a permitted Restricted Payment), (b) an acquisition of Equity Interests in a Person engaged in the Oil and Gas Business that, upon consummation of such acquisition, becomes a Restricted Subsidiary, or an acquisition of outstanding Equity Interests of a Restricted Subsidiary from a Person other than such Restricted Subsidiary, the Company or an Affiliate of the Company, (c) the making of a capital expenditure or the acquisition of Replacement Assets, or (d) a permanent reduction of any senior Indebtedness of the Company or a permanent reduction of any senior Indebtedness of such Restricted Subsidiary (with a permanent reduction of availability in the case of revolving credit borrowings). Pending the final application of any such Net Proceeds from an Asset Sale, the Company (or the Restricted Subsidiary, as applicable) may temporarily reduce its borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested or committed to be applied or invested, as provided in the first sentence of this paragraph, will be deemed to constitute “Excess Proceeds”. On the earliest of (i) the 370th day (or the 400th day, if a binding contract has been entered into within such 360-day period) after such receipt of Net Proceeds from an Asset Sale, (ii) the tenth Business Day after a governmental authority declines to grant or issue any required approval in relation to a binding contract or (iii) such date as the Board of Directors of the Company or the Restricted Subsidiary determines not to apply the Net Proceeds relating to such Asset Sale in the manner set forth above, if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer and the Company will be required to make a pro rata offer (an “Asset Sale Offer”) to all Holders of Notes and holders of Senior Debt, if and to the extent that the Company is required by the instruments governing such Senior Debt to make such an offer, to purchase the maximum principal amount of Notes and such Senior Debt that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and, in the case of such other Senior Debt, 100% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes or such other Senior Debt so validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes tendered by Holders thereof exceeds the amount of Excess Proceeds allocated to the Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement but no longer than 30 days, except to the extent that a longer period is required by applicable law (the “Asset Sale Offer Period”). No later than five Business Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Issuer or the Company will purchase the principal amount of Notes required to be purchased pursuant to this covenant (the “Asset Sale Offer Amount”) or, if less than the Asset Sale Offer Amount has been validly tendered and not properly withdrawn, all Notes validly tendered and not properly withdrawn in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made on the Notes. 103
- Page 61 and 62: Cash is managed centrally through t
- Page 63 and 64: Š completion of the gas utilizatio
- Page 65 and 66: Competitive Strengths We believe th
- Page 67 and 68: Š refurbishing and recommissioning
- Page 69 and 70: The daily business of Kazgermunai i
- Page 71 and 72: Kumkol North. We have a 50% interes
- Page 73 and 74: are currently five producing wells.
- Page 75 and 76: Estimated Reserves and Present Wort
- Page 77 and 78: The following table sets forth a re
- Page 79 and 80: The following tables show our avera
- Page 81 and 82: amended in April 1999, required Kaz
- Page 83 and 84: price we paid for the shares of HKM
- Page 85 and 86: expenditures or investments. The ag
- Page 87 and 88: Several investments with high profi
- Page 89 and 90: In addition, we have opened new rou
- Page 91 and 92: On January 8, 2003, the President o
- Page 93 and 94: As a result of these discussions, H
- Page 95 and 96: Management Directors and Senior Man
- Page 97 and 98: and managerial positions. In 1992,
- Page 99 and 100: approved by our shareholders in Nov
- Page 101 and 102: Related Party Transactions Set fort
- Page 103 and 104: Indebtedness of Directors and Senio
- Page 105 and 106: Prepayments HKM may voluntarily pre
- Page 107 and 108: guarantees any Indebtedness of an O
- Page 109 and 110: will also (i) make such withholding
- Page 111: The Change of Control Offer will re
- Page 115 and 116: (a) no Default or Event of Default
- Page 117 and 118: Disqualified Stock and will not per
- Page 119 and 120: transaction are at least equal to t
- Page 121 and 122: in HKM or HOP respectively, from th
- Page 123 and 124: Restricted Subsidiary sell, assign,
- Page 125 and 126: (2) reduce the rate of interest on
- Page 127 and 128: Issuer may, at its option and at an
- Page 129 and 130: (g) waive a redemption payment with
- Page 131 and 132: issue date of the Notes within the
- Page 133 and 134: Exchange of Global Notes for Defini
- Page 135 and 136: Luxembourg or their respective dire
- Page 137 and 138: the Company or to a Guarantor, (e)
- Page 139 and 140: “Consolidated Net Income” means
- Page 141 and 142: excluded, and (iii) the Fixed Charg
- Page 143 and 144: shall be deemed to make an “Inves
- Page 145 and 146: or is liquidated into, the Company
- Page 147 and 148: Value, as appropriate, of such prop
- Page 149 and 150: “Wholly Owned Restricted Subsidia
- Page 151 and 152: Sale, Redemption or Retirement of t
- Page 153 and 154: Tax on Income and Capital Gains A h
- Page 155 and 156: Plan of Distribution Subject to the
- Page 157 and 158: Pre-Issue Trades Settlement It is e
- Page 159 and 160: Regulation S Notes By purchasing no
- Page 161 and 162: The issuer’s principal activities
shown on the most recent balance sheet of the Company or such Restricted Subsidiary) that are<br />
assumed by the transferee of the assets which are the subject of such Asset Sale as consideration<br />
therefor in a transaction the result of which is that the Company and all of its Subsidiaries are<br />
released from all liability for such assumed liabilities, and which liabilities immediately prior to<br />
such assumption (A) were not by their terms subordinated in right of payment to the Notes, and<br />
(B) were not owed to the Company or any Affiliate of the Company.<br />
Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the<br />
Restricted Subsidiary, as applicable) may apply, or enter into binding contracts (subject only to<br />
obtaining required governmental approvals) irrevocably committing the Company or such<br />
Restricted Subsidiary to apply, within 390 days after the receipt of such Net Proceeds, such Net<br />
Proceeds to (a) an Investment in another business (provided that such Investment constitutes a<br />
Permitted Investment or a permitted Restricted Payment), (b) an acquisition of Equity Interests in<br />
a Person engaged in the Oil and Gas Business that, upon consummation of such acquisition,<br />
becomes a Restricted Subsidiary, or an acquisition of outstanding Equity Interests of a Restricted<br />
Subsidiary from a Person other than such Restricted Subsidiary, the Company or an Affiliate of<br />
the Company, (c) the making of a capital expenditure or the acquisition of Replacement Assets,<br />
or (d) a permanent reduction of any senior Indebtedness of the Company or a permanent<br />
reduction of any senior Indebtedness of such Restricted Subsidiary (with a permanent reduction<br />
of availability in the case of revolving credit borrowings). Pending the final application of any<br />
such Net Proceeds from an Asset Sale, the Company (or the Restricted Subsidiary, as applicable)<br />
may temporarily reduce its borrowings or otherwise invest such Net Proceeds in any manner that<br />
is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or<br />
invested or committed to be applied or invested, as provided in the first sentence of this<br />
paragraph, will be deemed to constitute “Excess Proceeds”. On the earliest of (i) the 370th day<br />
(or the 400th day, if a binding contract has been entered into within such 360-day period) after<br />
such receipt of Net Proceeds from an Asset Sale, (ii) the tenth Business Day after a governmental<br />
authority declines to grant or issue any required approval in relation to a binding contract or (iii)<br />
such date as the Board of Directors of the Company or the Restricted Subsidiary determines not<br />
to apply the Net Proceeds relating to such Asset Sale in the manner set forth above, if the<br />
aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer and the Company will be<br />
required to make a pro rata offer (an “Asset Sale Offer”) to all Holders of Notes and holders of<br />
Senior Debt, if and to the extent that the Company is required by the instruments governing such<br />
Senior Debt to make such an offer, to purchase the maximum principal amount of Notes and<br />
such Senior Debt that may be purchased out of the Excess Proceeds, at an offer price in cash in an<br />
amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if<br />
any, thereon to the date of purchase, in accordance with the procedures set forth in the<br />
Indenture and, in the case of such other Senior Debt, 100% of the principal amount thereof, plus<br />
accrued and unpaid interest, if any, thereon to the date of purchase, in accordance with the<br />
procedures set forth in the Indenture. To the extent that the aggregate amount of Notes or such<br />
other Senior Debt so validly tendered and not properly withdrawn pursuant to an Asset Sale<br />
Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for<br />
general corporate purposes. If the aggregate principal amount of Notes tendered by Holders<br />
thereof exceeds the amount of Excess Proceeds allocated to the Notes, the Trustee shall select the<br />
Notes to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount<br />
of Excess Proceeds shall be reset at zero.<br />
The Asset Sale Offer will remain open for a period of at least 20 Business Days following its<br />
commencement but no longer than 30 days, except to the extent that a longer period is required<br />
by applicable law (the “Asset Sale Offer Period”). No later than five Business Days after the<br />
termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Issuer or the<br />
Company will purchase the principal amount of Notes required to be purchased pursuant to this<br />
covenant (the “Asset Sale Offer Amount”) or, if less than the Asset Sale Offer Amount has been<br />
validly tendered and not properly withdrawn, all Notes validly tendered and not properly<br />
withdrawn in response to the Asset Sale Offer. Payment for any Notes so purchased will be made<br />
in the same manner as interest payments are made on the Notes.<br />
103
Change language