JPMorgan - KASE

If the Asset Sale Purchase Date is on or after an interest record date and on or before the related
interest payment date, 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 Asset Sale Offer.
On or before the Asset Sale Purchase Date, the Issuer will, to the extent lawful, accept for
payment, on a pro rata basis to the extent necessary, the Asset Sale Offer Amount of Notes or
portions thereof so validly tendered and not properly withdrawn pursuant to the Asset Sale
Offer, 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withdrawn, all Notes validly tendered and not properly withdrawn, and will deliver to the
Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for
payment by the Issuer in accordance with the terms of this covenant. The Issuer, the Depositary
or the Paying Agent, as the case may be, will promptly (but in any case not later than five days
after the Asset Sale Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes validly tendered and not properly withdrawn by such Holder and
accepted by the Issuer for purchase, and the Issuer will promptly issue a new Note, and the
Trustee, upon delivery of an Officers’ Certificate from the Issuer will authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of
any Notes validly tendered and not properly withdrawn. Any Note not so accepted will be
promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer will publicly
announce the results of the Asset Sale Offer on the Asset Sale Purchase Date.
To the extent payments are made to the Holders by any Guarantor in respect of any Asset Sale
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.
In the event of the transfer of substantially all (but not all) of the property and assets of the
Company or a Guarantor to a Person in a transaction permitted by the covenant described under
“— Merger, Consolidation or Sale of Assets” (and in compliance with the provisions of the
Indenture described under “Repurchase at the Option of Holders — Change of Control”), the
acquiring Person shall be deemed to have sold the properties and assets of the Company or such
Guarantor not so transferred for purposes of this covenant, and will comply with the provisions
of the Indenture described under “— Asset Sales” with respect to such deemed sale as if it were
an Asset Sale.
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 pursuant to any Asset Sale Offer.
Certain Covenants
Restricted Payments
The Indenture will provide that the Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any distribution on
account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation involving the Company)
(other than dividends or distributions payable in Equity Interests (other than Disqualified Stock)
of the Company or dividends or distributions payable to the Company or any Restricted
Subsidiary of the Company); (ii) purchase, redeem or otherwise acquire or retire for value any
Equity Interests of the Company or any Restricted Subsidiary of the Company; (iii) prepay
(whether prior to its maturity date, scheduled amortization date or otherwise), purchase,
redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to
the Notes or the Guarantees, as applicable; or (iv) make any Restricted Investment (all such
payments and other actions set forth in clauses (i) through (iv) above being collectively referred
to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted
Payment:
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