JPMorgan - KASE

Exchange of Global Notes for Definitive Notes
A Rule 144A Global Note is exchangeable for Rule 144A Notes in registered definitive form (“Rule
144A Definitive Notes”) if:
(a)
DTC notifies the Issuer that it is unwilling or unable to continue as depositary for the Global
Notes or has ceased to be a clearing agency registered under the Exchange Act and, in either
case, the Issuer thereupon fails to appoint a successor depositary within 90 days after the
date of such notice; or
(b) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of
Definitive Notes.
A Regulation S Global Note is exchangeable for Regulation S Notes in registered definitive form
(“Regulation S Definitive Notes”) if:
(a) Euroclear or Clearstream, Luxembourg is closed for business for a continuous period of 14
days (other than by reason of legal holidays) or announces an intention permanently to
cease business; or
(b) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of
Definitive Notes.
In such circumstances, the relevant Global Note shall be exchanged for Definitive Notes and the
Issuer will, at the cost of the Issuer (but against such indemnity as the Registrar or any relevant
Transfer Agent may require in respect of any tax or other duty of whatever nature which may be
levied or imposed in connection with such exchange), cause sufficient Definitive Notes to be
executed and delivered to the Registrar for completion, authentication and dispatch to the
relevant Noteholders within 30 days of the relevant event. A person having an interest in a
Global Note must provide the Issuer and the Registrar with (i) a written order containing
instructions and such other information as the Issuer and the Registrar may require to complete,
execute and deliver such Definitive Note and (ii) in the case of the Rule 144A Global Note only, a
completed, signed certificate substantially to the effect that the exchanging holder is not
transferring its interest at the time of such exchange or, in the case of simultaneous sale pursuant
to Rule 144A or Regulation S, that the transfer is being made in compliance with the provisions
of Rule 144A or Regulation S. Definitive Notes issued in exchange for a beneficial interest in the
Rule 144A Global Note shall bear the legends applicable to transfers pursuant to Rule 144A, as
set out under “Transfer Restrictions”.
Exchange of Definitive Notes for Global Notes
If issued, Definitive Notes may not be exchanged or transferred for beneficial interest in a Global
Note.
Exchange of Definitive Notes for Definitive Notes
If issued, Definitive Notes may be exchanged or transferred by presenting or surrendering such
Definitive Notes at the office of the Registrar located in New York, London or Luxembourg with
a written instrument of transfer in form satisfactory to such Registrar, duly executed by the
holder of the Definitive Notes or by its attorney, duly authorized in writing. If the Definitive
Notes being exchanged or transferred have restrictive legends, such holder must also provide a
written certificate (in the form provided in the Indenture) to the effect that such exchange or
transfer will comply with the appropriate transfer restrictions applicable to such Notes. See
“Transfer Restrictions”.
Exchanges Between the Global Notes
Prior to the expiration of the Distribution Compliance Period, beneficial interests in the
Regulation S Global Note may be exchanged for beneficial interests in the Rule 144A Global Note
only if such exchange occurs in connection with a transfer of the Notes pursuant to Rule 144A
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