JPMorgan - KASE

(g) waive a redemption payment with respect to any note, (h) release the Company or any other
Guarantor from any of its obligations under any Guarantee of the Notes, or under the Indenture,
except in accordance with the terms of the Indenture, (i) alter the Issuer’s obligation to purchase
any Notes arising under the Indenture, including, without limitation, to amend, modify or
change the obligation of the Issuer to make or consummate a Change of Control Offer or make a
Change of Control Payment or to make or consummate an Asset Sale Offer, or to waive any
default in the performance thereof or modify any of the provisions or definitions with respect to
any such offers, (j) make any change in the provisions described under “— Payment of Additional
Amounts”, (k) change the governing law of the Notes, the Guarantees or the Indenture or (l)
make any change in the foregoing amendment and waiver provisions.
Notwithstanding the foregoing, without the consent of any Holder of Notes, the Issuer, the
Guarantors and the Trustee may amend or supplement the Indenture or the Notes to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place
of certificated Notes, to provide for the assumption of the Issuer’s obligations to Holders of Notes
in the case of a merger, amalgamation or consolidation, to evidence the succession of another
Person to the Issuer and the Guarantors and the assumption by such successor of the covenants
and obligations of the Issuer in the Indenture and the Notes and the Guarantors in the
Guarantees and the Indenture, to provide for security for the Notes and/or the Guarantees, to
make any change that would provide any additional rights or benefits to the Holders of Notes or
that does not adversely affect the legal rights under the Indenture of any such Holder, to add or
release any Guarantor, or to comply with the requirements of the Commission for qualification
of the Indenture under the Trust Indenture Act as if the Indenture were required to be qualified
under the Trust Indenture Act, in each case in conformity with the covenant described under
“Certain Covenants — Limitation as to Unrestricted Subsidiaries”.
Satisfaction and Discharge
The Issuer may terminate its Obligations and the Obligations of the Guarantors under the Notes,
the Guarantees and the Indenture (except as to surviving rights of registration of transfer or
exchange of Notes, the obligations as to mutilated, destroyed, lost or stolen Notes, certain rights,
powers, trusts, duties and immunities of the Trustee as expressly provided for in the Indenture) as
to all outstanding Notes when (a) either (A) all the Notes theretofore authenticated and
delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for
whose payment funds have been deposited in trust by the Issuer and thereafter repaid to the
Issuer or discharged from such trust) have been delivered to the Trustee for cancellation and the
Issuer has paid all sums payable by it under the Indenture or (B) all Notes not theretofore
delivered to the Trustee for cancellation (x) have become due and payable, (y) will become due
and payable at their maturity within one year or (z) are to be called for redemption within one
year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has
irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an
amount sufficient to pay and discharge the entire indebtedness on the Notes not theretofore
delivered to the Trustee for cancellation, including principal of, premium, if any, and accrued
interest, if any, on such Notes, at such maturity or redemption date; (b) no Default or Event of
Default with respect to the Indenture or the Notes shall have occurred and be continuing on the
date of such deposit or shall occur as a result of such deposit and such deposit will not result in a
breach or violation of, or constitute a default under, any other instrument to which the Issuer is a
party or by which it is bound; (c) the Issuer and any Guarantor have paid or caused to be paid all
other sums payable under the Indenture by the Issuer or such Guarantor; and (d) the Issuer has
delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all conditions
precedent under the Indenture relating to the satisfaction and discharge have been complied
with and such satisfaction and discharge will not result in a breach or violation of, or constitute a
Default under, the Indenture or breach or violation of any provision of any agreement to which
the Issuer or any Guarantor is a party or by which any of them is bound.
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