JPMorgan - KASE

Transfer Restrictions
Rule 144A Notes
By purchasing notes within the United States pursuant to Rule 144A and accepting delivery of
this offering memorandum, you will be deemed to have represented, agreed and acknowledged
that:
(1) You are a qualified institutional buyer within the meaning of Rule 144A (“QIB”), acquiring
such notes for your own account or for the account of a QIB and you are aware that the
initial purchasers are selling the notes to you in reliance on Rule 144A.
(2) You understand that such notes and the guarantees have not been and will not be
registered under the Securities Act and may not be offered, sold, pledged or otherwise
transferred except (a) in accordance with Rule 144A to a person that you and any person
acting on your behalf reasonably believe is a QIB purchasing for its own account or for the
account of a QIB, (b) in an offshore transaction in accordance with Rule 903 or Rule 904 of
Regulation S or (c) pursuant to an exemption from registration under the Securities Act
provided by Rule 144 thereunder (if available), in each case in accordance with any
applicable securities laws of any State of the United States.
(3) You understand that such notes will bear a legend substantially to the following effect:
THIS NOTE AND THE GUARANTEES IN RESPECT HEREOF HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT
TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY
BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE
MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT FOR RESALES OF THIS NOTE.
(4) The issuer, the registrar, the initial purchasers and their affiliates, and others will rely upon
the truth and accuracy of the foregoing acknowledgments, representations and agreements.
If you are acquiring any notes for the account of one or more QIBs, you represent that you
have sole investment discretion with respect to each such account and that you have full
power to make the foregoing acknowledgments, representations and agreements on behalf
of each such account.
(5) You understand that the notes offered in reliance on Rule 144A will be represented by a
Restricted Global Note. Before any interest in the Restricted Global Note may be offered,
sold, pledged or otherwise transferred to a person who takes delivery in the form of an
interest in an Unrestricted Global Note, you will be required to provide the registrar with a
written certification (in the form provided in the indenture) as to compliance with applicable
securities laws.
You are hereby notified that sellers of the notes may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A.
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