JPMorgan - KASE

(including any dispute or difference regarding the existence, validity and termination of the
Notes) may, regardless of the nature of any such dispute or difference, be referred to and finally
resolved by arbitration under the Rules (the “Rules”) of the London Court of International
Arbitration (“LCIA”), which Rules will be deemed to be incorporated by reference into the
Indenture. The number of arbitrators shall be three (or one as the parties may agree) appointed
in accordance with such Rules. The place of any reference to arbitration shall be London. The
procedural law of any reference to arbitration shall be, so far as possible, the laws of the State of
New York. The language of any arbitral proceedings shall be English.
Certain Definitions
Set forth below are certain defined terms used in the Indenture and the foregoing summary of
the terms of the Notes. Reference is made to the Indenture for a full disclosure of all such terms,
as well as any other capitalized terms used herein for which no definition is provided.
“Acquired Indebtedness” means, with respect to any specified Person, (i) Indebtedness of any
other Person existing at the time such other Person is merged with or into or becomes a
Subsidiary or is designated a Restricted Subsidiary of such specified Person, including, without
limitation, Indebtedness incurred in connection with, or in contemplation of, such other Person
merging with or into or becoming a Subsidiary or Restricted Subsidiary of such specified Person,
and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
“Acquisition” means the acquisition by the Company or any of its Restricted Subsidiaries after the
date of the Indenture of all or any part of any business which has as its core business the Oil and
Gas Business, including by way of the acquisition or purchase of shares or other equity interests
in, or assets and/or revenues of, and/or the assumption of any liabilities and/or Indebtedness of
such business.
“Affiliate” of any specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person. For purposes
of this definition, “control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise, provided that beneficial ownership of 10% or more of the voting
securities of a Person shall be deemed to be control.
“Approved Lender” has the meaning set forth in the definition of “Cash Equivalents”.
“Asset Sale” means (i) any direct or indirect sale, lease, conveyance or other disposition of any
assets (including, without limitation, by way of a sale and leaseback, including any disposition by
means of a merger, consolidation or similar transaction and including the issuance, sale or other
transfer of any of the Capital Stock of any Restricted Subsidiary of such Person other than
directors’ qualifying shares) other than to the Company or to any of its Restricted Subsidiaries
(including the receipt of proceeds of insurance paid on account of the loss of or damage to any
asset and awards of compensation for any asset taken by condemnation, eminent domain,
nationalization, expropriation or similar proceeding or action, but excluding the receipt of
proceeds of business interruption insurance or environmental damage insurance or similar types
of policies); and (ii) the issuance of Equity Interests in any Restricted Subsidiaries or the sale of
any Equity Interests in any Restricted Subsidiaries, in each case, in one or a series of related
transactions, provided that, notwithstanding the foregoing, the term “Asset Sale” shall not
include: (a) the sale, lease, conveyance, disposition or other transfer of all or substantially all of
the assets of the Company, as permitted pursuant to the covenant described under “Description
of the Notes — Certain Covenants — Merger, Consolidation or Sale of Assets”, (b) the sale or
lease of equipment, inventory, accounts receivable or other assets in the ordinary course of
business, (c) a transfer of assets by the Company to a Guarantor or by a Restricted Subsidiary to
the Company or to a Guarantor, (d) an issuance of Equity Interests by a Restricted Subsidiary to
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