JPMorgan - KASE

Limitation on Activities of Issuer and Valsera
The Indenture will provide that neither the Issuer nor Valsera will engage in any business activity
or undertake any other activity, except any activity (a) in the case of the Issuer, relating to the
offering, sale or issuance of the Notes, the incurrence of Indebtedness represented by the Notes,
lending or otherwise advancing the proceeds thereof to HKM and any other activities in
connection therewith, (b) in the case of the Issuer, undertaken with the purpose of fulfilling any
obligations under the Notes or the Indenture, (c) in the case of Valsera, relating to the ownership
of shares of Capital Stock of HOP, or (d) directly related to the establishment and/or maintenance
of the Issuer’s or Valsera’s corporate existence, as the case may be.
Neither the Issuer nor Valsera shall (a) incur any Indebtedness other than, in the case of the Issuer,
the Indebtedness represented by the Notes, (b) issue any Capital Stock other than the issuance of its
ordinary shares to the Company or its Restricted Subsidiaries or otherwise in a de minimis amount
to the extent required by applicable law in the Netherlands or (c) acquire or receive any property or
assets (including, without limitation, any Equity Interests or Indebtedness of any Person), other
than, in the case of the Issuer, the Intercompany Loan or payments in respect thereof.
Neither the Issuer nor Valsera shall create, incur, assume or suffer to exist any Lien of any kind
against or upon any of its property or assets, or any proceeds therefrom.
Subject to the next sentence, each of the Issuer and Valsera shall at all times remain a Wholly
Owned Restricted Subsidiary of the Company or one of its Restricted Subsidiaries. Neither the
Issuer nor Valsera shall merge, consolidate, amalgamate or otherwise combine with or into
another Person except the Company or a Restricted Subsidiary, or sell, convey, transfer, lease or
otherwise dispose of any material property or assets to any Person except the Company or a
Restricted Subsidiary, provided that, in the event the Issuer so combines with the Company or a
Restricted Subsidiary or so disposes of property or assets to the Company or a Restricted
Subsidiary, immediately after such transaction the Company or such Restricted Subsidiary shall (a)
assume all of the obligations of the Issuer under the Indenture and the Notes pursuant to a
supplemental indenture in form reasonably satisfactory to the Trustee and (b) deliver to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each of which complies with
applicable provisions of the Indenture.
Whenever the Issuer receives a payment or prepayment under the Intercompany Loan, it shall use
the funds received solely to satisfy its obligations (to the extent of the amount owing in respect
of such obligations) under the Notes and the Indenture.
For so long as any Notes are outstanding, none of the Issuer, the Company or any other
Guarantor or other Restricted Subsidiary will commence or take any action to cause a winding-up
or liquidation of the Issuer.
Except as provided in the Indenture, the Issuer shall not, and the Company shall procure that the
Issuer does not, assign or novate its rights under the Intercompany Loan.
The foregoing limitations shall not apply to Valsera during any period in which Valsera is a
Guarantor in accordance with the terms of the Indenture.
Amendments to or Prepayments of the Intercompany Loan
Without the consent of the Holders of at least a majority in aggregate principal amount of the
Notes then outstanding, the Issuer and the Company will not, and will not permit any Restricted
Subsidiary to, (i) prepay or otherwise reduce or permit the prepayment or reduction of the
Intercompany Loan; or (ii) amend, modify or alter the Intercompany Loan in any manner adverse
to the Holders of the Notes; provided that, without the consent of each Holder affected thereby,
the Issuer and the Company will not, and will not permit any Restricted Subsidiary to, amend,
modify or alter the Intercompany Loan to:
(1) other than as permitted by a majority of the Holders pursuant to (i) above, change the stated
maturity of the principal of, or any installment of interest on such loan;
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