JPMorgan - KASE
JPMorgan - KASE JPMorgan - KASE
Business and not in connection with the borrowing of money or the obtaining of advances or credit, not to exceed in the aggregate at any time outstanding 12.5% of the consolidated total assets of the Company; (h) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness in connection with one or more trade letters of credit or banker’s acceptances in each case, issued in the conduct of the Oil and Gas Business and not in connection with the borrowing of money or the obtaining of advances or credit; (i) (j) (k) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness in respect of a guarantee or the coissuance of any Indebtedness otherwise permitted to be incurred under the Indenture; the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from agreements of the Issuer or such Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations in each case incurred in connection with the disposition of any business assets or Restricted Subsidiaries of the Company in a principal amount not to exceed the gross proceeds actually received by the Company or such Restricted Subsidiary in connection with such disposition; and the incurrence by the Company and its Restricted Subsidiaries of Indebtedness in an aggregate principal amount at any one time outstanding of up to $10.0 million (all or any portion of which may be borrowed under a Term Facility), which shall be in addition to amounts which may be incurred pursuant to clauses (a) through (j) above. Notwithstanding any other provision of this covenant, a guarantee of Indebtedness permitted by the terms of the Indenture at the time such Indebtedness was incurred will not constitute a separate incurrence of Indebtedness; provided that if the Company or a Restricted Subsidiary guarantees Indebtedness of another Restricted Subsidiary and such Restricted Subsidiary is thereafter no longer a Restricted Subsidiary, such a guarantee will, at the time such Restricted Subsidiary ceases to be a Restricted Subsidiary, constitute an incurrence of Indebtedness by the Company or a Restricted Subsidiary. In the event that Indebtedness falls within more than one category of permitted Indebtedness under the Indenture, the Company will determine (or later reclassify in whole or in part) the applicable category and such Indebtedness will only be counted in one category. If Indebtedness is issued at less than the principal amount thereof, the amount of such Indebtedness for purposes of the above limitations shall equal the amount of the liability as determined in accordance with GAAP, and all Indebtedness thereunder shall be deemed to have been incurred only on the date of the original issuance thereof. The Indenture will provide that the Company will not permit any Unrestricted Subsidiary to incur any Indebtedness other than Non-Recourse Debt, provided that, if any such Indebtedness ceases to be Non-Recourse Debt, such event shall be deemed to constitute an incurrence of Indebtedness by the Company or a Restricted Subsidiary. Sale and Leaseback Transactions The Indenture will provide that the Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction, provided that the Company may enter into a sale and leaseback transaction if (i) the Company could have (a) incurred Indebtedness in an amount equal to the Attributable Indebtedness relating to such sale and leaseback transaction pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant “— Incurrence of Indebtedness and Issuance of Preferred Stock” and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant “Description of the Notes — Certain Covenants — Liens”, (ii) the net cash proceeds of such sale and leaseback 108
transaction are at least equal to the Fair Market Value of the property that is the subject of such sale and leaseback transaction and (iii) the transfer of assets in such sale and leaseback transaction is permitted by, and the proceeds of such transaction are applied in compliance with, the covenant under “Description of the Notes — Repurchase at the Option of Holders — Asset Sales”. Liens The Indenture will provide that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien on any asset now owned or hereafter acquired, or any income or profits therefrom or assign or convey any right to receive income therefrom (except for Permitted Liens), unless the Notes are secured on an equal and ratable basis with such senior Indebtedness until such time as such senior Indebtedness is no longer outstanding or is no longer so secured. Limitation on Issuance of Guarantees by Restricted Subsidiaries The Indenture provides that the Company may not permit any Restricted Subsidiary, directly or indirectly, to guarantee any Indebtedness of the Company or any other Obligor (other than the Notes) (“Guaranteed Indebtedness”) unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee. If the Guaranteed Indebtedness is pari passu with the Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu with or subordinated to the Guarantee; and if the Guaranteed Indebtedness is subordinated to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the Guarantee at least to the extent that all Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiary that was incurred pursuant to the terms of the preceding paragraph (but not otherwise) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or as a result of, payment under such guarantee. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries The Indenture will provide that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(A) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any indebtedness owed to the Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtedness as in effect on the date of the Indenture, (b) any Term Facility, provided that such encumbrances or restrictions are no more restrictive taken as a whole with respect to such dividend and other payment restrictions than those contained in the Indenture, (c) the Indenture and the Notes, (d) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired directly or indirectly by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Acquired Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the 109
- 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 and 116: (a) no Default or Event of Default
- Page 117: Disqualified Stock and will not per
- 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
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- Page 149 and 150: “Wholly Owned Restricted Subsidia
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- Page 153 and 154: Tax on Income and Capital Gains A h
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- 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
- Page 167 and 168: Hurricane Hydrocarbons Ltd. Interim
transaction are at least equal to the Fair Market Value of the property that is the subject of such<br />
sale and leaseback transaction and (iii) the transfer of assets in such sale and leaseback<br />
transaction is permitted by, and the proceeds of such transaction are applied in compliance with,<br />
the covenant under “Description of the Notes — Repurchase at the Option of Holders — Asset<br />
Sales”.<br />
Liens<br />
The Indenture will provide that the Company will not, and will not permit any of its Restricted<br />
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien on any asset<br />
now owned or hereafter acquired, or any income or profits therefrom or assign or convey any<br />
right to receive income therefrom (except for Permitted Liens), unless the Notes are secured on<br />
an equal and ratable basis with such senior Indebtedness until such time as such senior<br />
Indebtedness is no longer outstanding or is no longer so secured.<br />
Limitation on Issuance of Guarantees by Restricted Subsidiaries<br />
The Indenture provides that the Company may not permit any Restricted Subsidiary, directly or<br />
indirectly, to guarantee any Indebtedness of the Company or any other Obligor (other than the<br />
Notes) (“Guaranteed Indebtedness”) unless (i) such Restricted Subsidiary simultaneously executes<br />
and delivers a supplemental indenture to the Indenture providing for a Guarantee of payment of<br />
the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in<br />
any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement,<br />
indemnity or subrogation or any other rights against the Company or any other Restricted<br />
Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee. If the<br />
Guaranteed Indebtedness is pari passu with the Notes, then the guarantee of such Guaranteed<br />
Indebtedness shall be pari passu with or subordinated to the Guarantee; and if the Guaranteed<br />
Indebtedness is subordinated to the Notes, then the guarantee of such Guaranteed Indebtedness<br />
shall be subordinated to the Guarantee at least to the extent that all Guaranteed Indebtedness is<br />
subordinated to the Notes.<br />
Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiary that was incurred<br />
pursuant to the terms of the preceding paragraph (but not otherwise) shall provide by its terms<br />
that it shall be automatically and unconditionally released and discharged upon the release or<br />
discharge of the guarantee which resulted in the creation of such Restricted Subsidiary’s<br />
Guarantee, except a discharge or release by, or as a result of, payment under such guarantee.<br />
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries<br />
The Indenture will provide that the Company will not, and will not permit any of its Restricted<br />
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become<br />
effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(A) pay<br />
dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1)<br />
on its Capital Stock or (2) with respect to any other interest or participation in, or measured by,<br />
its profits, or (B) pay any indebtedness owed to the Company or any of its Restricted Subsidiaries,<br />
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries or (iii) transfer<br />
any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such<br />
encumbrances or restrictions existing under or by reason of (a) Existing Indebtedness as in effect<br />
on the date of the Indenture, (b) any Term Facility, provided that such encumbrances or<br />
restrictions are no more restrictive taken as a whole with respect to such dividend and other<br />
payment restrictions than those contained in the Indenture, (c) the Indenture and the Notes, (d)<br />
any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired directly or<br />
indirectly by the Company or any of its Restricted Subsidiaries as in effect at the time of such<br />
acquisition (except to the extent such Acquired Indebtedness or Capital Stock was incurred in<br />
connection with or in contemplation of such acquisition), which encumbrance or restriction is not<br />
applicable to any Person, or the properties or assets of any Person, other than the Person, or the<br />
109
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