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JPMorgan - KASE

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Luxembourg or their respective direct or indirect participants or accountholders of their<br />

respective obligations under the rules and procedures governing their operations or for the<br />

sufficiency for any purpose of the arrangements described above.<br />

Same-Day Settlement and Payment<br />

The Notes represented by the Rule 144A Global Note will be eligible to trade in DTC’s Same Day<br />

Funds Settlement System, and any permitted secondary market trading activity in such Notes will,<br />

therefore, be required by DTC to be settled in immediately available funds. The Issuer expects<br />

that secondary trading in any Definitive Notes would also be settled in immediately available<br />

funds.<br />

Replacement, Transfer and Exchange<br />

If any Note at any time is mutilated, destroyed, stolen or lost, such Note may be replaced at the<br />

cost of the applicant at the office of the Trustee or the office of the Registrar. The applicant for a<br />

new Note must, in the case of any mutilated Note, surrender such Note to the Trustee or the<br />

Registrar, as applicable, and, in the case of any lost, destroyed or stolen Note, furnish evidence<br />

satisfactory to the Trustee or the Registrar, as applicable, of such loss, destruction or theft,<br />

together with such indemnity as the Trustee or the Registrar, as applicable, and the Issuer may<br />

require.<br />

A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and<br />

the Trustee may require a Holder, among other things, to furnish appropriate endorsements and<br />

transfer documents and the Issuer may require a Holder to pay any transfer tax or similar<br />

governmental charge required by law. The Issuer and the Registrar are not required to transfer or<br />

exchange any Note selected for redemption. Transfers of Notes in definitive form may be made<br />

at the office of the Luxembourg Sub-Paying and Transfer Agent.<br />

Notices<br />

Any notice or communication to a Holder of Notes shall be mailed by first class mail, certified or<br />

registered, return receipt requested, or delivered by overnight air courier guaranteeing next day<br />

delivery, in each case to its address shown on the register kept by the Registrar. In addition, for<br />

so long as the Notes are listed on the Luxembourg Stock Exchange and its rules so require, any<br />

such notice or communication (including, without limitation, any notice of redemption) to<br />

Holders shall be published in a newspaper having general circulation in Luxembourg, which<br />

newspaper may be the Luxemburger Wort, or if such newspaper ceases to be published or timely<br />

publication in it will not be practicable, in such other newspaper as the Trustee deems necessary<br />

to give fair and reasonable notice to the Noteholders.<br />

Governing Law; Consent to Jurisdiction and Service; Arbitration<br />

The Indenture and the Notes will be governed by and construed in accordance with the laws of<br />

the State of New York.<br />

The Indenture will provide that the Issuer and each Guarantor will appoint CT Corporation as its<br />

agent for service of process in any suit, action or proceeding with respect to the Indenture, the<br />

Notes and the Guarantees and for any actions brought under U.S. federal or state securities laws<br />

brought in any U.S. federal or state court located in The City of New York and submit to such<br />

jurisdiction.<br />

As of the date hereof, however, a judgment obtained in any U.S. federal or state court located in<br />

The City of New York against a Guarantor would not be enforceable against such Guarantor in<br />

Kazakhstan, as Kazakhstan is not party to any applicable treaty with the United States relating to<br />

the enforcement of foreign judgments. Accordingly, the Indenture will provide that, at the<br />

option of any Holder, any dispute or difference of whatever nature however arising under, out<br />

of or in connection with the Indenture, the Notes and/or the Guarantees held by such Holder<br />

125

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