JPMorgan - KASE

or purchase any Unrestricted Subsidiary, unless the Board of Directors of the Company shall have
made a determination (as set forth in the resolution approving such designation, creation or
purchase) that the designation, creation and operation of the Unrestricted Subsidiary is not
reasonably expected to materially and adversely affect the financial condition, business, or
operations of the Company and its Restricted Subsidiaries taken together as a whole (which
resolution shall be conclusive evidence of compliance with this provision).
Subject to the preceding paragraphs, an Unrestricted Subsidiary may be designated as a
Restricted Subsidiary. The designation of a Subsidiary as an Unrestricted Subsidiary or the
designation of an Unrestricted Subsidiary as a Restricted Subsidiary in compliance with the
preceding paragraphs shall be made by the Board of Directors pursuant to a Board Resolution
delivered to the Trustee and shall be effective as of the date specified in such Board Resolution,
which shall not be prior to the date such Board Resolution is delivered to the Trustee. Any
Unrestricted Subsidiary shall become a Restricted Subsidiary if it incurs any Indebtedness other
than Non-Recourse Indebtedness. If at any time Indebtedness of an Unrestricted Subsidiary which
was Non-Recourse Indebtedness no longer so qualifies, such Indebtedness shall be deemed to
have been incurred when such Non-Recourse Indebtedness becomes Indebtedness.
Line of Business
The Company will not, and will not permit any Restricted Subsidiary to, engage in any line of
business other than the Oil and Gas Business and any other line of business in which the
Company or any of its Restricted Subsidiaries is engaged on the Issue Date, except that the Issuer
may engage in certain specified activities relating to the Notes, as described in “—Limitations on
Activities of Issuer and Valsera”, and, with respect to Restricted Subsidiaries other than the Issuer,
except to such extent as would not be material to the Company and its Subsidiaries taken as a
whole.
Reports
The Indenture will provide that, whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company will furnish to the Holders of
Notes, within 15 days after it is or would have been required to file such with the Commission, (i)
all quarterly and annual financial information that would be required to be contained in a filing
with the Commission on Forms 20-F (or 40-F) and 10-Q if the Company were required to file such
Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and, with respect to the annual information only, reports thereon by the certified
independent accountants of the Company and (ii) all reports on Form 6-K (or any successor form)
that would be required to be filed with the Commission if the Company were required to file
such reports. In addition, whether or not required by the rules and regulations of the
Commission, the Company will file copies of all such information and reports with the
Commission for public availability (unless the Commission will not accept such a filing) and make
such information available to securities analysts and prospective investors upon request. In
addition, the Company has agreed that, for so long as any Notes are “restricted securities” within
the meaning of Rule 144(a)(3) under the Securities Act, it will, during any period in which it is
neither subject to Section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to
Rule 12g3-2(b) thereunder, furnish to the Trustee and the Holders and to securities analysts and
prospective investors, upon their request, the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act. The Company has also agreed that for so long as the
Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange so
require, the information referred to above shall also be made available in Luxembourg through
the offices of the Paying Agent in Luxembourg.
Merger, Consolidation or Sale of Assets
The Indenture will provide that the Company shall not, in a single transaction or series of related
transactions, consolidate, amalgamate or merge with or into (whether or not the Company is the
surviving corporation), continue in any new jurisdiction or directly and/or indirectly through any
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