JPMorgan - KASE
JPMorgan - KASE 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. 148
Regulation S Notes By purchasing notes outside the United States pursuant to Regulation S and in resales prior to the expiration of the distribution compliance period, and by accepting delivery of this offering memorandum and the notes, you will be deemed to have represented, agreed and acknowledged that: (1) You are, or at the time notes are purchased will be, the beneficial owner of such notes and (a) you are not a U.S. person and you are located outside the United States (within the meaning of Regulation S) and (b) you are not an affiliate of the issuer, any guarantor or a person acting on behalf of such an affiliate. (2) You understand that such notes and the guarantees have not been and will not be registered under the Securities Act and that, prior to the expiration of the distribution compliance period, you will not offer, sell, pledge or otherwise transfer such notes except (a) in accordance with Rule 144A under the Securities Act to a person that you and any person acting on your behalf reasonably believe is a QIB purchasing for its own account or the account of a QIB or (b) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S, in each case in accordance with any applicable securities laws of any State of the United States. (3) 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. (4) You understand that the notes offered in reliance on Regulation S will be represented by the Unrestricted Global Note. Prior to the expiration of the distribution compliance period, before any interest in the Unrestricted Global Note may be offered, sold, pledged or otherwise transferred to a person who takes delivery in the form of an interest in the Restricted Global Note, it 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. Legal Matters Certain legal matters will be passed upon for the issuer and the guarantors by Paul, Weiss, Rifkind, Wharton & Garrison LLP, London, England and for the initial purchasers by Linklaters, London, England. Certain matters of Dutch law relating to the notes will be passed upon by Stibbe, Dutch counsel for the issuer and the guarantors. Certain matters of Kazakhstani law relating to the notes will be passed upon by Bracewell & Patterson L.L.P., Kazakhstani counsel for the issuer and the guarantors, and Denton Wilde Sapte, Kazakhstani counsel for the initial purchasers. Certain matters of Canadian law relating to the notes will be passed upon by Gowling Lafleur Henderson LLP, Canadian counsel to the issuer and the guarantors. Independent Accountants The consolidated financial statements of Hurricane Hydrocarbons Ltd. at December 31, 2000 and 2001, and for each of the three years ended December 31, 2001, included in this offering memorandum, have been audited by TOO Deloitte & Touche, independent auditors, as stated in their report appearing elsewhere in this offering memorandum. Experts The estimates of our oil reserves included in this document have been excerpted from and included in reliance upon the McDaniel Reports dated March 7, 2002 and March 7, 2002 with an effective date as of January 1, 2002, and upon the authority of McDaniel as experts in the estimation of petroleum reserves. 149
- Page 107 and 108: guarantees any Indebtedness of an O
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- Page 123 and 124: Restricted Subsidiary sell, assign,
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- Page 133 and 134: Exchange of Global Notes for Defini
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- Page 163 and 164: Lengesskoe Shosse, Shymkent, Yuzhna
- Page 165 and 166: 4 The issue of the notes was author
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- Page 171 and 172: 3 months ended September 30, 2002 U
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- Page 175 and 176: 9 months ended September 30, 2001 T
- Page 177 and 178: Repayment Long term debt principal
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- Page 183 and 184: Management’s Report All informati
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- Page 191 and 192: accordance with current legislation
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Regulation S Notes<br />
By purchasing notes outside the United States pursuant to Regulation S and in resales prior to the<br />
expiration of the distribution compliance period, and by accepting delivery of this offering<br />
memorandum and the notes, you will be deemed to have represented, agreed and<br />
acknowledged that:<br />
(1) You are, or at the time notes are purchased will be, the beneficial owner of such notes and<br />
(a) you are not a U.S. person and you are located outside the United States (within the<br />
meaning of Regulation S) and (b) you are not an affiliate of the issuer, any guarantor or a<br />
person acting on behalf of such an affiliate.<br />
(2) You understand that such notes and the guarantees have not been and will not be<br />
registered under the Securities Act and that, prior to the expiration of the distribution<br />
compliance period, you will not offer, sell, pledge or otherwise transfer such notes except (a)<br />
in accordance with Rule 144A under the Securities Act to a person that you and any person<br />
acting on your behalf reasonably believe is a QIB purchasing for its own account or the<br />
account of a QIB or (b) in an offshore transaction in accordance with Rule 903 or Rule 904 of<br />
Regulation S, in each case in accordance with any applicable securities laws of any State of<br />
the United States.<br />
(3) The issuer, the registrar, the initial purchasers and their affiliates, and others will rely upon<br />
the truth and accuracy of the foregoing acknowledgments, representations and agreements.<br />
(4) You understand that the notes offered in reliance on Regulation S will be represented by the<br />
Unrestricted Global Note. Prior to the expiration of the distribution compliance period,<br />
before any interest in the Unrestricted Global Note may be offered, sold, pledged or<br />
otherwise transferred to a person who takes delivery in the form of an interest in the<br />
Restricted Global Note, it will be required to provide the registrar with a written certification<br />
(in the form provided in the indenture) as to compliance with applicable securities laws.<br />
Legal Matters<br />
Certain legal matters will be passed upon for the issuer and the guarantors by Paul, Weiss,<br />
Rifkind, Wharton & Garrison LLP, London, England and for the initial purchasers by Linklaters,<br />
London, England. Certain matters of Dutch law relating to the notes will be passed upon by<br />
Stibbe, Dutch counsel for the issuer and the guarantors. Certain matters of Kazakhstani law<br />
relating to the notes will be passed upon by Bracewell & Patterson L.L.P., Kazakhstani counsel for<br />
the issuer and the guarantors, and Denton Wilde Sapte, Kazakhstani counsel for the initial<br />
purchasers. Certain matters of Canadian law relating to the notes will be passed upon by<br />
Gowling Lafleur Henderson LLP, Canadian counsel to the issuer and the guarantors.<br />
Independent Accountants<br />
The consolidated financial statements of Hurricane Hydrocarbons Ltd. at December 31, 2000 and<br />
2001, and for each of the three years ended December 31, 2001, included in this offering<br />
memorandum, have been audited by TOO Deloitte & Touche, independent auditors, as stated in<br />
their report appearing elsewhere in this offering memorandum.<br />
Experts<br />
The estimates of our oil reserves included in this document have been excerpted from and<br />
included in reliance upon the McDaniel Reports dated March 7, 2002 and March 7, 2002 with an<br />
effective date as of January 1, 2002, and upon the authority of McDaniel as experts in the<br />
estimation of petroleum reserves.<br />
149