JPMorgan - KASE
JPMorgan - KASE JPMorgan - KASE
and the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that the Notes are being transferred to a person who the transferor reasonably believes to be a QIB within the meaning of Rule 144A, purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A and in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Beneficial interests in the Rule 144A Global Note may be transferred to a person who takes delivery in the form of an interest in the Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 under the Securities Act (if applicable). When book-entry interests in Notes are to be transferred from the account of a DTC participant holding a beneficial interest in the Rule 144A Global Note to the account of a Euroclear or Clearstream, Luxembourg accountholder wishing to purchase a beneficial interest in the Regulation S Global Note (subject to such certification procedures as are described under “Transfer Restrictions”), the DTC participant will deliver instructions for delivery to the relevant Euroclear or Clearstream, Luxembourg accountholder to DTC by 12 noon, New York time, on the settlement date. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear or Clearstream, Luxembourg accountholder, as the case may be. On the settlement date, the Custodian will instruct the Registrar to (i) decrease the amount of Notes registered in the name of Cede & Co. and evidenced by the Rule 144A Global Note and (ii) increase the amount of Notes registered in the name of the relevant nominee for the common depositary for Euroclear and Clearstream, Luxembourg and evidenced by the Regulation S Global Note. Book-entry interests will be delivered free of payment to Euroclear or Clearstream, Luxembourg, as the case may be, for credit to the relevant accountholder on the first business day following the settlement date. When book-entry interests in Notes are to be transferred from the account of a Euroclear or Clearstream, Luxembourg accountholder holding a beneficial interest in the Regulation S Global Note to the account of a DTC participant wishing to purchase a beneficial interest in the 144A Global Note (subject to such certification procedures as are described under “Transfer Restrictions”), the Euroclear or Clearstream, Luxembourg accountholder must send to Euroclear or Clearstream, Luxembourg delivery free of payment instructions by 7:45 p.m., Brussels or Luxembourg time, one business day prior to the settlement date. Euroclear or Clearstream, Luxembourg, as the case may be, will in turn transmit appropriate instructions to the common depositary for Euroclear and Clearstream, Luxembourg and the Registrar to arrange delivery to the DTC participant on the settlement date. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear or Clearstream, Luxembourg accountholder, as the case may be. On the settlement date, the common depositary for Euroclear and Clearstream, Luxembourg will (i) transmit appropriate instructions to the Custodian who will in turn deliver such book-entry interests in the Notes free of payment to the relevant account of the DTC participant and (ii) instruct the Registrar to (a) decrease the amount of Notes registered in the name of a nominee for the common depositary for Euroclear and Clearstream, Luxembourg and evidenced by the Regulation S Global Note and (b) increase the amount of Notes registered in the name of Cede & Co. and evidenced by the Rule 144A Global Note. Although the foregoing sets out the procedures of DTC, Euroclear and Clearstream, Luxembourg in order to facilitate the transfers of interests in the Notes among the participants of DTC, Euroclear and Clearstream, Luxembourg, none of DTC, Euroclear or Clearstream, Luxembourg is under any obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither the Issuer nor the Trustee, nor any agent of either of them, will have any responsibility for the performance by DTC, Euroclear or Clearstream, 124
Luxembourg or their respective direct or indirect participants or accountholders of their respective obligations under the rules and procedures governing their operations or for the sufficiency for any purpose of the arrangements described above. Same-Day Settlement and Payment The Notes represented by the Rule 144A Global Note will be eligible to trade in DTC’s Same Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Issuer expects that secondary trading in any Definitive Notes would also be settled in immediately available funds. Replacement, Transfer and Exchange If any Note at any time is mutilated, destroyed, stolen or lost, such Note may be replaced at the cost of the applicant at the office of the Trustee or the office of the Registrar. The applicant for a new Note must, in the case of any mutilated Note, surrender such Note to the Trustee or the Registrar, as applicable, and, in the case of any lost, destroyed or stolen Note, furnish evidence satisfactory to the Trustee or the Registrar, as applicable, of such loss, destruction or theft, together with such indemnity as the Trustee or the Registrar, as applicable, and the Issuer may require. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any transfer tax or similar governmental charge required by law. The Issuer and the Registrar are not required to transfer or exchange any Note selected for redemption. Transfers of Notes in definitive form may be made at the office of the Luxembourg Sub-Paying and Transfer Agent. Notices Any notice or communication to a Holder of Notes shall be mailed by first class mail, certified or registered, return receipt requested, or delivered by overnight air courier guaranteeing next day delivery, in each case to its address shown on the register kept by the Registrar. In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and its rules so require, any such notice or communication (including, without limitation, any notice of redemption) to Holders shall be published in a newspaper having general circulation in Luxembourg, which newspaper may be the Luxemburger Wort, or if such newspaper ceases to be published or timely publication in it will not be practicable, in such other newspaper as the Trustee deems necessary to give fair and reasonable notice to the Noteholders. Governing Law; Consent to Jurisdiction and Service; Arbitration The Indenture and the Notes will be governed by and construed in accordance with the laws of the State of New York. The Indenture will provide that the Issuer and each Guarantor will appoint CT Corporation as its agent for service of process in any suit, action or proceeding with respect to the Indenture, the Notes and the Guarantees and for any actions brought under U.S. federal or state securities laws brought in any U.S. federal or state court located in The City of New York and submit to such jurisdiction. As of the date hereof, however, a judgment obtained in any U.S. federal or state court located in The City of New York against a Guarantor would not be enforceable against such Guarantor in Kazakhstan, as Kazakhstan is not party to any applicable treaty with the United States relating to the enforcement of foreign judgments. Accordingly, the Indenture will provide that, at the option of any Holder, any dispute or difference of whatever nature however arising under, out of or in connection with the Indenture, the Notes and/or the Guarantees held by such Holder 125
- Page 83 and 84: price we paid for the shares of HKM
- Page 85 and 86: expenditures or investments. The ag
- Page 87 and 88: Several investments with high profi
- Page 89 and 90: In addition, we have opened new rou
- Page 91 and 92: On January 8, 2003, the President o
- Page 93 and 94: As a result of these discussions, H
- Page 95 and 96: Management Directors and Senior Man
- Page 97 and 98: and managerial positions. In 1992,
- Page 99 and 100: approved by our shareholders in Nov
- Page 101 and 102: Related Party Transactions Set fort
- Page 103 and 104: Indebtedness of Directors and Senio
- Page 105 and 106: Prepayments HKM may voluntarily pre
- Page 107 and 108: guarantees any Indebtedness of an O
- Page 109 and 110: will also (i) make such withholding
- Page 111 and 112: The Change of Control Offer will re
- Page 113 and 114: shown on the most recent balance sh
- Page 115 and 116: (a) no Default or Event of Default
- Page 117 and 118: Disqualified Stock and will not per
- Page 119 and 120: transaction are at least equal to t
- Page 121 and 122: in HKM or HOP respectively, from th
- Page 123 and 124: Restricted Subsidiary sell, assign,
- Page 125 and 126: (2) reduce the rate of interest on
- Page 127 and 128: Issuer may, at its option and at an
- Page 129 and 130: (g) waive a redemption payment with
- Page 131 and 132: issue date of the Notes within the
- Page 133: Exchange of Global Notes for Defini
- Page 137 and 138: the Company or to a Guarantor, (e)
- Page 139 and 140: “Consolidated Net Income” means
- Page 141 and 142: excluded, and (iii) the Fixed Charg
- Page 143 and 144: shall be deemed to make an “Inves
- Page 145 and 146: or is liquidated into, the Company
- Page 147 and 148: Value, as appropriate, of such prop
- Page 149 and 150: “Wholly Owned Restricted Subsidia
- Page 151 and 152: Sale, Redemption or Retirement of t
- Page 153 and 154: Tax on Income and Capital Gains A h
- Page 155 and 156: Plan of Distribution Subject to the
- Page 157 and 158: Pre-Issue Trades Settlement It is e
- Page 159 and 160: Regulation S Notes By purchasing no
- Page 161 and 162: The issuer’s principal activities
- Page 163 and 164: Lengesskoe Shosse, Shymkent, Yuzhna
- Page 165 and 166: 4 The issue of the notes was author
- Page 167 and 168: Hurricane Hydrocarbons Ltd. Interim
- Page 169 and 170: Hurricane Hydrocarbons Ltd. Interim
- Page 171 and 172: 3 months ended September 30, 2002 U
- Page 173 and 174: 3 months ended September 30, 2001 U
- Page 175 and 176: 9 months ended September 30, 2001 T
- Page 177 and 178: Repayment Long term debt principal
- Page 179 and 180: 14 Net Income Per Share The income
- Page 181 and 182: accordingly no compensation cost ha
- Page 183 and 184: Management’s Report All informati
and the transferor first delivers to the Trustee a written certificate (in the form provided in the<br />
Indenture) to the effect that the Notes are being transferred to a person who the transferor<br />
reasonably believes to be a QIB within the meaning of Rule 144A, purchasing for its own account<br />
or the account of a QIB in a transaction meeting the requirements of Rule 144A and in<br />
accordance with all applicable securities laws of the states of the United States and other<br />
jurisdictions.<br />
Beneficial interests in the Rule 144A Global Note may be transferred to a person who takes<br />
delivery in the form of an interest in the Regulation S Global Note, whether before or after the<br />
expiration of the Distribution Compliance Period, only if the transferor first delivers to the<br />
Trustee a written certificate (in the form provided in the Indenture) to the effect that such<br />
transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 under the<br />
Securities Act (if applicable).<br />
When book-entry interests in Notes are to be transferred from the account of a DTC participant<br />
holding a beneficial interest in the Rule 144A Global Note to the account of a Euroclear or<br />
Clearstream, Luxembourg accountholder wishing to purchase a beneficial interest in the<br />
Regulation S Global Note (subject to such certification procedures as are described under<br />
“Transfer Restrictions”), the DTC participant will deliver instructions for delivery to the relevant<br />
Euroclear or Clearstream, Luxembourg accountholder to DTC by 12 noon, New York time, on the<br />
settlement date. Separate payment arrangements are required to be made between the DTC<br />
participant and the relevant Euroclear or Clearstream, Luxembourg accountholder, as the case<br />
may be. On the settlement date, the Custodian will instruct the Registrar to (i) decrease the<br />
amount of Notes registered in the name of Cede & Co. and evidenced by the Rule 144A Global<br />
Note and (ii) increase the amount of Notes registered in the name of the relevant nominee for<br />
the common depositary for Euroclear and Clearstream, Luxembourg and evidenced by the<br />
Regulation S Global Note. Book-entry interests will be delivered free of payment to Euroclear or<br />
Clearstream, Luxembourg, as the case may be, for credit to the relevant accountholder on the<br />
first business day following the settlement date.<br />
When book-entry interests in Notes are to be transferred from the account of a Euroclear or<br />
Clearstream, Luxembourg accountholder holding a beneficial interest in the Regulation S Global<br />
Note to the account of a DTC participant wishing to purchase a beneficial interest in the 144A<br />
Global Note (subject to such certification procedures as are described under “Transfer<br />
Restrictions”), the Euroclear or Clearstream, Luxembourg accountholder must send to Euroclear<br />
or Clearstream, Luxembourg delivery free of payment instructions by 7:45 p.m., Brussels or<br />
Luxembourg time, one business day prior to the settlement date. Euroclear or Clearstream,<br />
Luxembourg, as the case may be, will in turn transmit appropriate instructions to the common<br />
depositary for Euroclear and Clearstream, Luxembourg and the Registrar to arrange delivery to<br />
the DTC participant on the settlement date. Separate payment arrangements are required to be<br />
made between the DTC participant and the relevant Euroclear or Clearstream, Luxembourg<br />
accountholder, as the case may be. On the settlement date, the common depositary for Euroclear<br />
and Clearstream, Luxembourg will (i) transmit appropriate instructions to the Custodian who will<br />
in turn deliver such book-entry interests in the Notes free of payment to the relevant account of<br />
the DTC participant and (ii) instruct the Registrar to (a) decrease the amount of Notes registered<br />
in the name of a nominee for the common depositary for Euroclear and Clearstream,<br />
Luxembourg and evidenced by the Regulation S Global Note and (b) increase the amount of<br />
Notes registered in the name of Cede & Co. and evidenced by the Rule 144A Global Note.<br />
Although the foregoing sets out the procedures of DTC, Euroclear and Clearstream, Luxembourg<br />
in order to facilitate the transfers of interests in the Notes among the participants of DTC,<br />
Euroclear and Clearstream, Luxembourg, none of DTC, Euroclear or Clearstream, Luxembourg is<br />
under any obligation to perform or continue to perform such procedures, and such procedures<br />
may be discontinued at any time. Neither the Issuer nor the Trustee, nor any agent of either of<br />
them, will have any responsibility for the performance by DTC, Euroclear or Clearstream,<br />
124
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