JPMorgan - KASE

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Company) in respect of, Equity Interests of the Company (other than Disqualified Stock); (v) any dividend, distribution or other payment by any Restricted Subsidiary on shares of its Equity Interests that is paid pro rata to all holders of such Equity Interests; (vi) dividends required to be paid by the terms of the charters of HKM and HOP, respectively, for (X) HKM (as in effect on the Issue Date) on 292,483 shares of preferred stock, par value of 20 Tenge per share, of HKM issued and outstanding on the Issue Date and (Y) HOP (as in effect on the Issue Date) on 394,500 shares of preferred stock, par value of 1 Tenge per share, of HOP issued and outstanding on the Issue Date; (vii) to the extent of Excess Proceeds remaining after the Company’s compliance with the covenant described in “Description of the Notes — Repurchase at the Option of Holders — Asset Sales” and to the extent required by the indenture or other agreement or instrument pursuant to which any Indebtedness subordinated to the Notes was issued, a repurchase of such subordinated Indebtedness pursuant to such an offer to purchase relating to such a disposition of assets; (viii) upon a Change of Control to the extent required by the indenture or other agreement or instrument pursuant to which Indebtedness subordinated to the Notes was issued, a repurchase of such subordinated Indebtedness pursuant to an offer to purchase, provided that the Issuer and the Company are then in compliance with the covenant described in “Description of the Notes — Repurchase at the Option of Holders — Change of Control” and all amounts owing in respect of the Notes pursuant to such covenant have been paid in full; and (ix) any Restricted Payments in an aggregate amount not to exceed $75.0 million, so long as at the time of and in connection with any such Restricted Payment the Company would have been able to satisfy the requirement of clause (b) of the first paragraph of this covenant; provided that in the case of any transaction described in clauses (i) through (ix) no Default or Event of Default will have occurred and be continuing immediately after such transaction. In determining the aggregate amount of Restricted Payments made after the date of the Indenture, 100% of the amounts expended pursuant to the foregoing clauses (i) (unless already deducted in determining the amount of Restricted Payments previously paid upon a declaration of such dividend), (ii), (iii), (iv)(Y), (v) (to the extent that such dividends, distributions or other payments are not paid out of the Net Income of the applicable Restricted Subsidiary for the year in which such dividend, distribution, or payment occurs) and (vi) shall be included in such calculation and none of the amounts expended pursuant to the foregoing clauses (iv)(X), (vii) and (ix) shall be included in such calculation. As of the Issue Date, all of the Company’s Subsidiaries will be Restricted Subsidiaries. The Board of Directors of the Company may designate any present or future Subsidiary (other than the Issuer, HKM, HOP and Valsera) to become an Unrestricted Subsidiary if such designation would not cause a Default. For purposes of making such determination, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated will be deemed to be Restricted Payments at the time of such designation and will reduce the amount available for Restricted Payments under the first paragraph of this covenant. Such designation will only be permitted if such Restricted Payment would be permitted at such time and such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The amount of all Restricted Payments (other than cash) will be the greater of (i) book value or (ii) Fair Market Value on the date of the Restricted Payment of the asset(s) proposed to be transferred by the Company or the applicable Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. Not later than the date of making any Restricted Payment, the Company will deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this covenant were computed, which calculations may be based upon the Company’s latest available internal financial statements. Incurrence of Indebtedness and Issuance of Preferred Stock The Indenture will provide that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Indebtedness) and that the Company will not issue any 106
Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock, provided that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and a Guarantor may incur Indebtedness (including Acquired Indebtedness) or issue shares of preferred stock that is not Disqualified Stock, if: (i) the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.5 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period; and (ii) no Default or Event of Default will have occurred and be continuing or would occur as a consequence thereof. The foregoing provisions will not apply to: (a) Existing Indebtedness; (b) the incurrence by the Issuer, the Company and the Guarantors of Indebtedness represented by the Notes, the Guarantees, the Indenture and the Intercompany Loan; (c) the incurrence by the Company or its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, Purchase Money Obligations or similar financing transactions relating to its properties, assets and rights acquired after the date of issue of the Notes; provided that the aggregate principal amount of such Indebtedness under this clause does not exceed 100% of the cost of such properties, assets and rights; provided further that the aggregate amount of Indebtedness incurred pursuant to this clause (c) does not at any time exceed $10.0 million; (d) the incurrence by the Company or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund Indebtedness incurred under the first paragraph of this section; (e) the incurrence by the Company or any Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries or between or among any Restricted Subsidiaries; provided that (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary will be deemed, in each case, to constitute a new incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; provided further that any Indebtedness of the Company or any Guarantor to a non-Guarantor Restricted Subsidiary shall be junior and subordinated to the Notes and the Guarantees, as applicable; (f) (A) the incurrence, assumption or creation of Hedging Obligations of the Company or a Restricted Subsidiary pursuant to interest rate protection obligations, but only to the extent that the stated aggregate notional amounts of such obligations do not exceed 100% of the aggregate principal amount of the Indebtedness covered by such interest rate protection obligations; (B) the incurrence, assumption or creation of Hedging Obligations under currency exchange contracts entered into in the ordinary course of business for the purpose of limiting risks that arise in the ordinary course of business of the Company and its Restricted Subsidiaries not for the purpose of speculation; and (C) the incurrence, assumption or creation of hedging arrangements that the Company or a Restricted Subsidiary enters into in the ordinary course of business in the oil and gas industry for the purpose of protecting its production against fluctuations in oil or natural gas prices; (g) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness in connection with one or more standby letters of credit, guarantees, bid, surety and performance bonds or other reimbursement obligations, in each case, issued in the conduct of the Oil and Gas 107
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Offering Circular Hurricane Finance
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Moscow RUSSIA SAMARA Ufa OMSK RUSSI
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Š Š you have made certain acknowl
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Unless otherwise indicated, all ref
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Notice to New Hampshire Residents N
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Offering Memorandum Summary This su
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have a network of sales, storage an
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Š our QAM pipeline construction pr
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a senior intercompany loan to HKM.
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Organizational Structure The follow
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Nine Months Ended Year Ended Decemb
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Year Ended December 31, 2001 Nine M
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construction of the plant, anticipa
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Inadequate infrastructure could adv
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fully prohibit us from doing so. In
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Kazakhstan’s foreign investment,
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subsoil user and the Kazakhstani go
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In general, estimates of economical
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thereon and any other amounts owed
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Selected Historical Consolidated Fi
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Management’s Discussion and Analy
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(11,642 tonnes per day) in Septembe
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Adoption of Certain Accounting Stan
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The following table sets out the so
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The total royalty and tax expense f
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perform a quarterly ceiling test. T
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The increase in FCA differentials p
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In addition, we incurred production
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plan. The CCAA plan was implemented
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Royalties Royalties increased from
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Cash is managed centrally through t
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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 and 112: The Change of Control Offer will re
Page 113 and 114: shown on the most recent balance sh
Page 115: (a) no Default or Event of Default
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
Page 163 and 164: Lengesskoe Shosse, Shymkent, Yuzhna
Page 165 and 166: 4 The issue of the notes was author
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Hurricane Hydrocarbons Ltd. Interim
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Hurricane Hydrocarbons Ltd. Interim
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3 months ended September 30, 2002 U
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3 months ended September 30, 2001 U
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9 months ended September 30, 2001 T
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Repayment Long term debt principal
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14 Net Income Per Share The income
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accordingly no compensation cost ha
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Management’s Report All informati
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Comments by auditor for U.S. reader
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Hurricane Hydrocarbons Ltd. Consoli
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Hurricane Hydrocarbons Ltd. Notes t
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accordance with current legislation
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In addition the Corporation has now
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Upstream Downstream Eliminations Co
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The crude oil sales elimination of
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The Canadian Notes contained certai
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Interest expense Interest expense f
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14 Income Taxes The Corporation and
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investments or other items that may
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19 Related Party Transactions Durin
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Consolidated Balance Sheets The app
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Legal Proceedings The Corporation h
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Non-FCA sales ................ Oil
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APPENDIX B: The Republic of Kazakhs
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Under the Constitution, the Preside
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International Organizations and Int
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The Kazakhstan Economy Overview Kaz
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Principal Sectors of the Economy Hi
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Oil and Gas For Oil and Gas see Ann
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Public Finance Introduction Fiscal
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The exchange rate regime adopted in
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The following table sets forth data
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(This page has been left blank inte
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Exports General In 2001, the export
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‰ preparing and implementing new
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THE ISSUER Hurricane Finance B.V. S
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JPMorgan - KASE

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