JPMorgan - KASE

including February 3, 2003, and the Dividend Notes shall thereafter be treated for all purposes as
Indebtedness that was originally incurred on the day following the date on which the Dividend
Notes ceased to be considered “Existing Indebtedness” under the Indenture.
“Fair Market Value” means, with respect to any asset or property, the price which could be
negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a
willing and able buyer, neither of whom is under undue pressure or compulsion to complete the
transaction. Fair Market Value in excess of $2.5 million shall be conclusively determined by the
Board of Directors of the Company acting in good faith and shall be evidenced by a Board
Resolution, provided that if any transaction includes an aggregate Fair Market Value of more
than $15.0 million, the Company shall provide to the Trustee with the Board Resolution a
favorable opinion as to such Fair Market Value from an investment banking firm or other
appraisal firm of national standing (in the United States, Canada or European Union or a member
state of the European Union as of the date of the Indenture) or a branch of such institution in
Kazakhstan.
“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication,
of (i) the consolidated interest expense of such Person and its Restricted Subsidiaries for such
period, whether paid or accrued (including, without limitation, amortization of original issue
discount, non-cash interest payments, the interest component of any deferred payment
obligations, the interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letters of credit or
bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations but
excluding the amortization or write-off of deferred financing costs), and (ii) the consolidated
interest expense of such Person and its Restricted Subsidiaries that was capitalized during such
period, and (iii) any interest expense on Indebtedness of another Person that is guaranteed by
such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or
one of its Restricted Subsidiaries (whether or not such guarantee or Lien is called upon), and (iv)
the product of (a) all dividend payments, whether or not in cash, on any series of preferred stock
of any such Person payable to a party other than the Company or a Wholly Owned Restricted
Subsidiary, other than dividend payments on Equity Interests payable solely in Equity Interests of
the Company, times (b) a fraction, the numerator of which is one and the denominator of which
is one minus the then current combined federal, state, provincial and local statutory tax rate of
such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with
GAAP.
“Fixed Charge Coverage Ratio” means with respect to any Person for any period, the ratio of the
Consolidated Cashflow of such Person and its Restricted Subsidiaries for such period to the Fixed
Charges of such Person and its Restricted Subsidiaries for such period. In the event that the
Company or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems or repays any
Indebtedness (other than the incurrence or repayment of revolving credit borrowings used for
working capital, except to the extent that a repayment is accompanied by a permanent reduction
in revolving credit commitments) or issues preferred stock subsequent to the commencement of
the four-quarter reference period for which the Fixed Charge Coverage Ratio is being calculated
but prior to the date on which the event for which the calculation of the Fixed Charge Coverage
Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, guarantee, redemption or repayment of
Indebtedness, or such issuance or redemption of preferred stock, as if the same had occurred at
the beginning of the applicable four-quarter reference period. For purposes of making the
computation referred to above, (i) acquisitions that have been made by the Company or any of
its Restricted Subsidiaries, including through mergers or consolidations and including any related
financing transactions, during the four-quarter reference period or subsequent to such reference
period and on or prior to the Calculation Date shall be deemed to have occurred on the first day
of the four-quarter reference period and shall give pro forma effect to the Consolidated
Cashflow and Indebtedness of the Person which is the subject of any such acquisition, and (ii) the
Consolidated Cashflow attributable to discontinued operations, as determined in accordance
with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be
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