JPMorgan - KASE

(2) reduce the rate of interest on such loan;
(3) change the currency for payment of principal or interest on such loan:
(4) reduce the above-stated percentage of Notes, the consent of whose Holders is necessary to
modify or amend such loans;
(5) waive a default in the payment of any amount under such loan;
(6) sell or transfer such loan other than pursuant to its terms; or
(7) change the governing law of the Intercompany Loan.
Notwithstanding the foregoing, the Intercompany Loan may be prepaid or reduced to facilitate
or otherwise accommodate or reflect a redemption or repurchase of outstanding Notes in
accordance with the terms of the Indenture.
Events of Default and Remedies
The Indenture will provide that each of the following constitutes an event of default (an “Event
of Default”): (a) default for 30 days in the payment when due of interest on, or Additional
Amounts with respect to, the Notes; (b) default in payment when due of the principal of or
premium, if any, on the Notes; (c) failure by the Issuer or the Company for 30 days after notice to
comply with the provisions described under the captions “Description of the Notes — Repurchase
at the Option of Holders — Change of Control”, “Description of the Notes — Repurchase at the
Option of Holders — Asset Sales”, “Description of the Notes — Certain Covenants — Restricted
Payments”, or “Description of the Notes — Certain Covenants — Merger, Consolidation or Sale of
Assets”; (d) failure by the Issuer, the Company or any Guarantor for 60 days after notice to
comply with any of its other agreements in the Indenture or the Notes; (e) default under any
mortgage, indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after
the date of the Indenture, which default (i) is caused by a failure to pay principal of or premium,
if any, or interest on such Indebtedness prior to the expiration of the grace period provided in
such Indebtedness on the date of such default unless being contested in good faith by
appropriate proceedings (a “Payment Default”) or (ii) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so accelerated, aggregates
$10.0 million or more; (f) failure by the Company or any of its Restricted Subsidiaries to pay final
judgments aggregating in excess of $10.0 million, which judgments are not paid, discharged or
stayed for a period of 30 days; (g) certain events of bankruptcy or insolvency with respect to the
Issuer, the Company or any of its Significant Subsidiaries or group of Restricted Subsidiaries that,
taken together (as of the latest audited consolidated financial statements for the Company and
its Subsidiaries), would constitute a Significant Subsidiary; (h) except as otherwise permitted by
the Indenture, a Guarantee of the Company or any Restricted Subsidiary or the Intercompany
Loan shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or the Company or such Restricted Subsidiary, as the case
may be, shall deny or disaffirm its obligations under such Guarantee or, with respect to HKM,
under the Intercompany Loan; or (i) any governmental authority or agency shall (i) condemn,
expropriate, seize or compulsorily purchase assets constituting 25% or more of the total assets of
the Company and its Restricted Subsidiaries taken as a whole, as reflected on the consolidated
balance sheet of the Company for the most recently ended fiscal quarter, (ii) revoke, cancel or
suspend any Material License which is not, within 180 days, replaced, substituted, reinstated or
reissued to the holder of such Material License, the Company or any of its Restricted Subsidiaries,
or (iii) take any action that prevents the Company or any of its Restricted Subsidiaries or their
respective officers from carrying on a material part of the business or operations of the Company
or any of its Restricted Subsidiaries for a period of 30 days or more.
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