JPMorgan - KASE

Restricted Subsidiary sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets determined on a consolidated basis for the Company
and its Restricted Subsidiaries taken as a whole in one or more related transactions to another
Person unless (a) the Company is the surviving corporation or the Person formed by or surviving
any such consolidation, amalgamation or merger (if other than the Company) or to which such
sale, assignment, transfer, lease, conveyance or other disposition will have been made is a
corporation organized or existing under the laws of Canada, one of the provinces thereof, one of
the states of the United States or the District of Columbia; (b) the Person formed by or surviving
any such consolidation, amalgamation or merger (if other than the Company) or the Person to
which such sale, assignment, transfer, lease, conveyance or other disposition will have been made
assumes all the obligations of the Company under the Notes and the Indenture pursuant to a
supplemental indenture in a form reasonably satisfactory to the Trustee; (c) immediately after
giving effect to such transaction or series of transactions on a pro forma basis no Default or
Event of Default exists; (d) the Company or the Person formed by or surviving any such
consolidation, amalgamation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition will have been made (A) will have
Consolidated Net Worth immediately after giving effect to the transaction or series of
transactions on a pro forma basis equal to or greater than the greater of (x) the Consolidated Net
Worth of the Company as of the Issue Date and (y) 80% of the Consolidated Net Worth of the
Company immediately preceding the transaction and (B) will, at the time of such transaction and
after giving pro forma effect thereto as if such transaction had occurred at the beginning of the
applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant
described above under the caption “Description of the Notes — Certain Covenants — Incurrence
of Indebtedness and Issuance of Preferred Stock”; and (e) the Company delivers to the Trustee an
Officers’ Certificate and an Opinion of Counsel addressed to the Trustee with respect to the
foregoing matters; provided that the provision of clause (d)(B) shall not apply to any merger or
consolidation of a Restricted Subsidiary into or with, or any sale, assignment, transfer, lease
conveyance or transfer or all or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole into, the Company, or to any merger or consolidation of the
Company into a Restricted Subsidiary solely for the purpose of changing the jurisdiction of
incorporation of the Company.
The Indenture will provide that no Guarantor may consolidate, amalgamate or merge with or
into (whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or assets in one or more
related transactions, to another Person unless (a) the Person formed by or surviving any such
consolidation, amalgamation or merger (if other than such Guarantor) or the Person to which
such sale, assignment, transfer, lease, conveyance or other disposition shall have been made
assumes all the obligations of such Guarantor under its Guarantee, in form satisfactory to the
Trustee; (b) immediately after such transaction, and after giving pro forma effect thereto, no
Default or Event of Default exists; (c) the Company would, at the time of such transaction and
after giving pro forma effect thereto as if such transaction had occurred at the beginning of the
applicable fiscal quarter, be permitted to incur at least $1.00 of additional Indebtedness pursuant
to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described
under the caption “Description of the Notes — Certain Covenants — Incurrence of Indebtedness
and Issuance of Preferred Stock”; (d) the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer
complies with the Indenture; and (e) if such Guarantor is the surviving entity, such Guarantor
shall have delivered a written instrument in form satisfactory to the Trustee confirming its
Guarantee after giving effect to such consolidation, merger or transfer. Notwithstanding the
foregoing, any Guarantor may merge into, consolidate with or transfer all or part of its
properties or assets to the Company, one or more Guarantors or one or more Subsidiaries that
become Guarantors concurrently therewith.
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