JPMorgan - KASE

shall be deemed to make an “Investment” in the amount of the Fair Market Value of the net
assets of a Restricted Subsidiary at the time such Restricted Subsidiary is designated an
Unrestricted Subsidiary.
“Issue Date” means the date of the Indenture.
“Legal Holiday” means a Saturday, a Sunday or a day on which federal offices or banking
institutions in The City of New York, in the city of the corporate trust office of the Trustee, or at
a place of payment are authorized by law, regulation or executive order to remain closed. If a
payment date is a Legal Holiday, payment may be made on the next succeeding day that is not a
Legal Holiday, and no interest shall accrue for the intervening period.
“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction).
“Material License” means any license, permit, registration, undertaking, commitment, contract or
other similar instrument (including, without limitation, development and production licenses and
hydrocarbon contracts, whether or not included in any license or other agreement) (a) granted to
or entered into by the Company or a Restricted Subsidiary, as the case may be, or which the
Company or a Restricted Subsidiary has entered into or by which the Company or a Restricted
Subsidiary is bound, (b) pertaining to fields from which hydrocarbons are extracted and (c) total
revenues with respect to which represented at least 25% of total consolidated revenues of the
Company and its Restricted Subsidiaries, taken as a whole, as reflected on the consolidated
income statement of the Company for the most recently ended fiscal quarter.
“Material Restricted Subsidiary” means, at any date of determination, any Restricted Subsidiary
of the Company that, together with its Restricted Subsidiaries, for the most recent fiscal year of
the Company, accounted for more than 5% of the consolidated revenues of the Company and its
Subsidiaries or (ii) as of the end of such fiscal year, was the owner of more than 5% of the
consolidated assets of the Company and its Subsidiaries, in each case all as set forth on the most
recently available consolidated financial statements of the Company for such fiscal year.
“Net Income” means, with respect to any Person, the net income (loss) of such Person,
determined in accordance with GAAP, and before reduction for non-cash preferred stock
dividends, excluding, however, (i) any gain or loss, together with any related provision for taxes
on such gain or loss, realized in connection with (a) any Asset Sale (including, without limitation,
dispositions pursuant to sale and leaseback transactions) or (b) the disposition of any securities by
such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of
such Person or any of its Restricted Subsidiaries, and (ii) any extraordinary or nonrecurring gain
or loss, together with any related provision for taxes on such extraordinary or nonrecurring gain
or loss.
“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash
received upon the sale or other disposition of any non-cash consideration received in any Asset
Sale), net of the direct costs relating to such Asset Sale (including, without limitation, legal,
accounting and investment banking fees, and sales commissions) and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account
any available tax credits or deductions and any tax sharing arrangements), and any reserve for
adjustment in respect of the sale price of such asset or assets established in accordance with
GAAP and net of all required payments made to any Person other than the Company or any
Restricted Subsidiary on any Indebtedness which is secured by a Lien on the assets comprising
such Asset Sale (with a permanent reduction of availability in the case of revolving credit
borrowings), in accordance with the terms of the agreements related to such Lien.
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