JPMorgan - KASE

thereon and any other amounts owed by us under our Term Facility. The source of funds for
these repayments would be our available cash or cash generated from other sources. However,
we cannot assure you that we will have sufficient funds upon a change of control to satisfy our
obligations under our other debt agreements and, accordingly, cannot assure you that the issuer
will have sufficient funds to repurchase any tendered notes. See “Description of the Notes —
Repurchase at the Option of Holders — Change of Control”.
The value of the guarantees may be limited by applicable laws.
Each guarantee will be limited to the maximum amount that can be guaranteed by the particular
guarantor without rendering the guarantee, as it relates to the guarantor, avoidable or
otherwise ineffective under applicable laws relating to fraudulent conveyance, fraudulent
transfer, financial assistance, ultra vires or similar laws or regulations affecting the rights of
creditors generally. As a result, a guarantor’s liability under its guarantee could be reduced to
zero, depending upon the amount of its other obligations.
Relevant insolvency laws may adversely affect recovery by the holders of the notes.
In Kazakhstan the rehabilitation procedures will result in automatic stay of the claims of the
creditors, including secured creditors, against the debtor. In addition to verification of the
creditors’ claims by the bankruptcy trustee during bankruptcy proceedings, in Kazakhstan, such
claims need to be also verified by the authorized body. As of the date of this offering
memorandum such body was the Committee for Dealing with Insolvent Debtors under the
Ministry of Finance. The creditors that disagree with the verified amounts of claims have one
month to dispute the amount of claims either by initiating the court proceedings or filing a claim
with the same authorized body. The creditors will not be reimbursed any of their expenses in
connection with insolvency proceedings.
As a result, Kazakhstani insolvency laws could limit the ability of the holders of the notes to
effect a restructuring of the Kazakhstani guarantors and reduce their recovery in an insolvency
proceeding.
There is no public market for the notes.
The notes have not been registered under the Securities Act or qualified for sale under any
Canadian provincial securities laws and the notes will be subject to significant restrictions on
resale. The notes will be a new issue of securities with no existing trading market. We have,
through our listing agent, filed an application to list the notes on the Luxembourg Stock
Exchange and the Irish Stock Exchange and intend to maintain one such listing. In addition, we
intend to apply to list the notes on the Kazakhstan Stock Exchange. However, we cannot assure
you that the notes will qualify for listing on either exchange or that a liquid trading market will
develop for the notes. The initial purchasers have informed us that they currently intend to make
a market in the notes, although they are not obligated to do so and any such market making
activities may be discontinued at any time, without notice. Accordingly, even though the notes
may be listed on one or more exchanges, we cannot assure you that an active market will
develop for the notes or as to the liquidity of, or the trading market for, the notes.
If an active market does develop, future trading prices of the notes will depend on many factors,
including, among others, prevailing interest rates, our operating results and the market for
securities similar to the notes. The market for non-investment grade securities has fewer
participants, involves a smaller amount of securities and is subject to greater volatility and less
liquidity than certain other capital markets. Historically, the market for non-investment grade
debt has been subject to disruptions that have caused substantial volatility in the prices of
securities similar to the notes, independent of the financial performance and prospects of the
issuers. We cannot assure you that the market for the notes, if any, will not be subject to similar
disruptions. Any disruptions may adversely affect you as a holder of notes.
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