Common use of Liquidated Clause in Contracts

Liquidated. DAMAGES"), with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers shall in no event be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Liquidated Damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Dollar Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Indenture and the Notes. All obligations of the Issuers set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Liquidated. DAMAGESDAMAGES ------------------ (a) If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable filing deadline specified for such filing, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been consummated within 30 days of the Effectiveness Target Date with respect to such Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately (each such event referred to in clauses (i) through (iv), a "Registration Default"), then Stater Bros. hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby liquidated damages (the "Liquidated Damages") in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the first Registration Default Liquidated Damages shall increase by an additional $.05 per week per $1,000 in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the $.50 per week per $1,000 in principal amount of Notes constituting Transfer Restricted Securities; PROVIDED provided that the Issuers Stater Bros. shall in no event be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Liquidated Damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Dollar Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Indenture and the Notes. All obligations of the Issuers set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Liquidated. DAMAGES"), with respect ) to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to a per annum rate of 0.25% on the principal amount each Holder of Transfer Restricted Securities held by who has complied with such Holder's obligations under this Agreement. The amount of Liquidated Damages described payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 46.2963 shares of Common Stock (subject to adjustment in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 46.2963 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which a Registration Default has occurred and is continuing (in each case subject to further adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like), it being understood that all calculations pursuant to this and the preceding sentence shall increase by an additional per annum rate be carried out to five decimals. Following the cure of 0.25% all Registration Defaults, Liquidated Damages will cease to accrue with respect to each subsequent 90-day period until all such Registration Defaults have been cured, up to a maximum amount of Default. Liquidated Damages for all Registration Defaults shall cease to accrue in respect of 1.00% PER ANNUM on the principal amount of Notes constituting any Transfer Restricted Securities; PROVIDED that the Issuers Security when it shall in no event cease to be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceasesuch. All accrued Liquidated Damages shall be paid to the Holders entitled thereto, on each Damages Payment Date in the manner provided for the payment of interest in the Dollar Indenture, and Liquidated Damages will be calculated on each Interest Payment Datethe basis of a 360-day year consisting of twelve 30-day months. In the event that any Liquidated Damages are not paid when due, as more fully set forth then to the extent permitted by law, such overdue Liquidated Damages, if any, shall bear interest until paid at the Default Rate, compounded semi-annually. The parties hereto agree that the Liquidated Damages provided for in the Dollar Indenture and the Notes. All obligations this Section 2(e) constitute a reasonable estimate of the Issuers set forth in the preceding paragraph damages that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to may be incurred by Holders by reason of a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullRegistration Default.

Liquidated. DAMAGES"), with respect ) under the circumstances and to the first 90-day period immediately following extent as set forth below. In the occurrence of event that (a) the first Registration Default in an amount equal Statement has not been filed with the SEC on or prior to a per annum rate of 0.25% the Filing Date, (b) the Registration Statement is not declared effective by the SEC on or prior to the principal amount of Transfer Restricted Securities held Effectiveness Target Date, (c) the Registration Statement has been declared effective by the SEC and such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect Registration Statement ceases to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers shall in no event be required to pay Liquidated Damages for more than one Registration Default effective or usable at any given time. Notwithstanding anything to time during the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of Effectiveness Period for any reason without being succeeded within five business days by a post-effective amendment to such Registration Statement or a report filed with the SEC pursuant to the 1934 Act that cures such failure or (d) the Company suspends the use of any Prospectus related to the Registration Statement for a period exceeding forty-five (45) days in any consecutive three-month period or exceeding an additional aggregate of ninety (90) days in any consecutive twelve-month period (each such event referred to in clauses (a) through (d) above, a "REGISTRATION DEFAULT"), then the interest rate borne by the Notes shall be increased as Liquidated Damages (x) by one-quarter of one percent (0.25%) per annum upon the occurrence of such Registration Default up to and including the ninetieth (90th) day following such Registration Default and (y) by one half of one percent (0.50%) from and after the ninety-first (91st) day following the occurrence of such Registration Default, provided that the aggregate increase in such interest rate will in no event exceed one half of one percent (0.50%) per annum. Upon the cure of such Registration Default, the accrual of Liquidated Damages will cease and the interest rate will revert to the original rate so long as no other Registration Default shall have occurred and shall be continuing at such time; provided, however, that, if after any such reduction in interest rate, one or more Registration Defaults shall again occur, the interest rate shall again be increased pursuant to the foregoing provisions. A Registration Default under clause (a) above shall be cured on the date that the Registration Statement is filed with the SEC; a Registration Default under clause (b) above shall be cured on the date that causes the Exchange Offer Registration Statement is declared effective by the SEC; a Registration Default under clause (and/or, if applicable, c) above shall be cured on the Shelf date the Registration Statement) to again be Statement is declared effective or made usable in useable; and a Registration Default under clause (d) above shall be cured on the case date the Prospectus is declared useable by the Company. In the event of (iv) abovea Registration Default, the Company shall pay Liquidated Damages payable with respect to (x) the holders of Notes and (y) the holders of Common Stock issued upon conversion of Notes in proportion to the Transfer Restricted Securities as a result principal amount of such clause Notes converted. The Company shall notify the Trustee within three business days after each and every date on which a Registration Default occurs (ian "EVENT DATE"), (ii), (iii) or (iv), as applicable, shall cease. All accrued Liquidated Damages shall be paid by the Company to the Holders entitled theretoof Notes by depositing with the Trustee, in the manner provided trust, for the payment benefit of interest in the Dollar IndentureHolders of Notes, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Liquidated Damages then due. Such Liquidated Damages due shall be payable on each Interest Payment Date, interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as more fully set forth in the Dollar Indenture and Indenture. Liquidated Damages in respect of Common Stock issued upon conversion of Notes shall be payable by the Company to the record holders of Common Stock issued upon conversion of such Notes concurrently with the payment of Liquidated Damages to the holders of Notes. All obligations of Each obligation to pay Liquidated Damages shall be deemed to accrue from and including the Issuers set forth in day following the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullapplicable Event Date.

Liquidated. DAMAGES"), with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers Company shall in no event be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Liquidated Damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Dollar Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Indenture and the Notes. All obligations of the Issuers Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Liquidated. DAMAGES"). If the Company fails to pay any partial liquidated damages pursuant to this Section in full within ten (10) days after the date payable, with respect the Company will pay interest thereon at a rate of 8% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the first 90-day period immediately following Holder, accruing daily from the occurrence of the first Registration Default date such partial Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holderfull. The amount partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of Liquidated Damages described in a month prior to the preceding sentence shall increase by cure of an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers shall in no event be required to pay Liquidated Damages for more than one Registration Default at any given timeEvent. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) aboveforegoing, the Liquidated Damages payable to a Holder associated with all Events (i) shall not exceed in any 30-day period, an aggregate of 1.0% of the purchase price paid by such Holder for its Registrable Securities (plus interest accrued thereon, if applicable) and (ii) shall not accrue after the one-year anniversary of the Initial Closing Date. For the avoidance of doubt, any right to receive such cash payment shall be Holder's sole and exclusive remedy for the failure of the Company to satisfy its obligations under this Section 2(a). Notwithstanding anything above to the contrary, if, as a consequence of receiving comments or objections from the SEC with respect to the Transfer Restricted Securities as Initial Registration Statement filed pursuant to this Section 2(a), the Company reasonably determines that, in order to use Form SB-2 to register the Registrable Securities, the Company must limit the number of shares of Common Stock being registered, then the Company may, without penalty, exclude some of the Initial Registration Shares, on a result pro rata basis among all holders of such clause securities, from such registration (the "EXCLUDED SECURITIES"). For the purpose of clarity, the Company shall not be required to (i) register any Excluded Securities (except as may be provided in Sections 2(b) and 2(c) hereof), or (ii), (iii) or (iv), as applicable, shall cease. All accrued pay any Liquidated Damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Dollar Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Indenture and the Notes. All obligations of the Issuers set forth in the preceding paragraph that are outstanding otherwise due under this Section 2(a) with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullExcluded Securities.

Liquidated. DAMAGES"), with respect ) under the circumstances and to the first 90-day period immediately following extent as set forth below. In the occurrence of event that (a) the first Registration Default in an amount equal Statement has not been filed with the SEC on or prior to a per annum rate of 0.25% the Filing Date, (b) the Registration Statement is not declared effective by the SEC on or prior to the principal amount of Transfer Restricted Securities held Effectiveness Target Date, (c) the Registration Statement has been declared effective by the SEC and such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect Registration Statement ceases to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers shall in no event be required to pay Liquidated Damages for more than one Registration Default effective or usable at any given time. Notwithstanding anything to time during the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of Effectiveness Period for any reason without being succeeded within five business days by a post-effective amendment to such Registration Statement or a report filed with the SEC pursuant to the 1934 Act that cures such failure or (d) the Company suspends the use of any Prospectus related to the Registration Statement for a period exceeding forty-five (45) days in any consecutive three-month period or exceeding an additional aggregate of ninety (90) days in any consecutive twelve-month period (each such event referred to in clauses (a) through (d) above, a "REGISTRATION DEFAULT"), then the interest rate borne by the Notes shall be increased as Liquidated Damages (x) by one-quarter of one percent (0.25%) per annum upon the occurrence of such Registration Statement Default up to and including the ninetieth (90th) day following such Registration Default and (y) by one half of one percent (0.50%) from and after the ninety-first (91st) day following the occurrence of such Registration Default, provided that causes the Exchange Offer aggregate increase in such interest rate will in no event exceed one half of one percent (0.50%) per annum. Upon the cure of such Registration Statement (and/orDefault, the accrual of Liquidated Damages will cease and the interest rate will revert to the original rate so long as no other Registration Default shall have occurred and shall be continuing at such time; provided, however, that, if applicableafter any such reduction in interest rate, one or more Registration Defaults shall again occur, the interest rate shall again be increased pursuant to the foregoing provisions. A Registration Default under clause (a) above shall be cured on the date that the Shelf Registration Statementis filed with the SEC; a Registration Default under clause (b) to again above shall be cured on the date that the Shelf Registration is declared effective by the SEC; a Registration Default under clause (c) above shall be cured on the date the Shelf Registration is declared effective or made usable in useable; and a Registration Default under clause (d) above shall be cured on the case date the Prospectus is declared useable by the Company. In the event of (iv) abovea Registration Default, the Company shall pay Liquidated Damages payable with respect to (x) the holders of Notes and (y) the holders of Common Stock issued upon conversion of Notes in proportion to the Transfer Restricted Securities as a result principal amount of such clause Notes converted. The Company shall notify the Trustee within three business days after each and every date on which a Registration Default occurs (ian "EVENT DATE"), (ii), (iii) or (iv), as applicable, shall cease. All accrued Liquidated Damages shall be paid by the Company to the Holders entitled theretoof Notes by depositing with the Trustee, in the manner provided trust, for the payment benefit of interest in the Dollar IndentureHolders of Notes, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Liquidated Damages then due. Such Liquidated Damages due shall be payable on each Interest Payment Date, interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as more fully set forth in the Dollar Indenture and Indenture. Liquidated Damages in respect of Common Stock issued upon conversion of Notes shall be payable by the Company to the holders of Common Stock issued upon conversion of such Notes concurrently with the payment of Liquidated Damages to the holders of Notes. All obligations of Each obligation to pay Liquidated Damages shall be deemed to accrue from and including the Issuers set forth in day following the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullapplicable Event Date.

Liquidated. DAMAGES"), with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers shall in no event be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Liquidated Damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Dollar Euro Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Euro Indenture and the Notes. All obligations of the Issuers set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Liquidated. DAMAGES"), with respect ) in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the first Registration Default Liquidated Damages shall increase by an additional $.05 per week per $1,000 in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the $.50 per week per $1,000 in principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers Company shall in no event be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-post- effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Liquidated Damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Dollar Exchange Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Exchange Indenture and the NotesDebentures. All Liquidated Damages, if any, incurred prior to May 15, 2003, may be paid, at the Company's option, by the issuance of additional Debentures having an aggregate principal amount equal to the amount of such Liquidated Damages. Notwithstanding the fact that any securities for which Liquidated Damages are due cease to be Transfer Restricted Securities, all obligations of the Issuers set forth in the preceding paragraph that are outstanding Company to pay Liquidated Damages with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Liquidated. DAMAGESDAMAGES If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated within 25 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) subject to the provisions of Section 6(d) below, any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the Company and the Guarantors hereby jointly and severally agree to pay liquidated damages to each Holder of Transfer Restricted Securities affected by such Registration Default with respect to the first 90-day period immediately following the occurrence of the first such Registration Default Default, in an amount equal to a $.05 per annum rate of 0.25% on the week per $1,000 principal amount of Transfer Restricted Securities affected by such Registration Default held by such HolderHolder for each week or portion thereof that the Registration Default continues. The amount of Liquidated Damages described in the preceding sentence liquidated damages shall increase by an additional $.05 per annum rate week per $1,000 in principal amount of 0.25% Transfer Restricted Securities affected by such Registration Default with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults liquidated damages of 1.00% PER ANNUM on the $.50 per week per $1,000 principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers shall in no event be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Liquidated Damages shall will be paid by the Company in cash on each Damages Payment Date to the Holders entitled thereto, in Global Note Holder (and any Holder of Certified Securities who has given wire transfer instructions to the manner provided for Company prior to the payment of interest in the Dollar Indenture, on each Interest Damages Payment Date) by wire transfer of immediately available funds and to all other Holders of Certified Securities by mailing checks to their registered addresses. Following the cure of all Registration Defaults relating to any particular Transfer 6 7 Restricted Securities, as more fully set forth in the Dollar Indenture and the Notesaccrual of liquidated damages with respect to such Transfer Restricted Securities will cease. All obligations of the Issuers Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. 6.

Liquidated. DAMAGES"), with respect ) to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to a per annum rate of 0.25% on the principal amount each Holder of Transfer Restricted Securities held by who has complied with such Holder's obligations under this Agreement; provided that with respect to a Registration Default pursuant to clause (iv) above, Liquidated Damages shall only be payable to the Holders who delivered the Notices and Questionnaires that caused the Company to incur the obligations set forth in Section 2(b)(2). The amount of Liquidated Damages described payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to (A) for the first 90 days during which a Registration Default has occurred and is continuing (1) in respect of any Securities that are Transfer Restricted Securities, one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and (2) in respect of any shares of Common Stock issued upon conversion of Securities that are Transfer Restricted Securities, one-quarter of one percent (25 basis points) per annum of the then-effective Conversion Price (as defined in the Indenture) per share of Common Stock and (B) for any additional days during which a Registration Default has occurred and is continuing (1) in respect of any Securities that are Transfer Restricted Securities, one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and (2) in respect of any shares of Common Stock issued upon conversion of Securities that are Transfer Restricted Securities, one-half of one percent (50 basis points) per annum of the then-effective Conversion Price (as defined in the Indenture) per share of Common Stock, it being understood that all calculations pursuant to this and the preceding sentence shall increase by an additional per annum rate be carried out to five decimals. Following the cure of 0.25% all Registration Defaults, Liquidated Damages will cease to accrue with respect to each subsequent 90-day period until all such Registration Defaults have been curedDefault, up it being acknowledged and agreed that a Registration Default shall be deemed cured upon (A) the filing of a Shelf Registration Statement (in the case of Section 2(e)(i) hereof), (B) the effectiveness of a Shelf Registration Statement (in the case of Section 2(e)(ii) hereof), (C) the effectiveness or usability under the Act of a Shelf Registration Statement that ceased to a maximum amount be effective or usable (Section 2(e)(iii) hereof), (D) the Company fulfilling it obligations under Section 2(b)(2) (in the case of Section 2(e)(iv) hereof) and (E) the termination of the Suspension Period that caused the limit on the aggregate duration of the Suspension Periods to be exceeded (in the case of Section 2(e)(v) hereof). In no event shall Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM accrue based on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers shall in no event be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), time and in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, no event shall the Liquidated Damages payable with respect to rate exceed in the Transfer Restricted Securities as a result aggregate one-half of such clause (i), (ii), (iii) or (iv), as applicable, shall ceaseone percent per annum. All accrued Liquidated Damages shall be paid by wire transfer of immediately available funds or by federal funds check by the Company to Record Holders on each Damages Payment Date and Liquidated Damages will be calculated on the Holders entitled thereto, in basis of a 360-day year consisting of twelve 30-day months. The parties hereto agree that the manner Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the payment damages that may be incurred by Holders by reason of interest in the Dollar Indenture, on each Interest Payment Date, as more fully a Registration Default. The Liquidated Damages set forth in this Section 2(e) shall be the Dollar Indenture and the Notes. All obligations exclusive damages remedy of the Issuers set forth in the preceding paragraph that are outstanding with respect to any Initial Purchasers and each Holder of Transfer Restricted Security at the time such security ceases to be Securities for any Registration Default; provided, however, that nothing herein shall prevent a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullsuit by any Holder for specific performance.

Liquidated. DAMAGES")) will accrue on the affected Transfer Restricted Securities and the affected Exchange Securities, with respect to as applicable. The rate of Liquidated Damages will be $0.05 per week per $1,000 principal amount of Transfer Restricted Securities and affected Exchange Securities held by such Holder for the first 90-day period immediately following the occurrence of the first a Registration Default in Default, increasing to by an amount equal to a additional $0.05 per annum rate of 0.25% on the week per $1,000 principal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% and affected Exchange Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, thereafter up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the $0.50 per week per $1,000 principal amount of Notes constituting Transfer Restricted Securities and affected Exchange Securities; PROVIDED that , from and including the Issuers date on which any such Registration Default shall in no event be required to pay occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which all the Transfer Restricted Securities and Exchange Securities otherwise become freely transferable by Holders other than affiliates of the Company without further registration under the 1933 Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages for payable shall not increase because more than one Registration Default at any given time. Notwithstanding anything has occurred and is pending and (2) a Holder of Transfer Restricted Securities or Exchange Securities who is not entitled to the contrary set forth herein, (1) upon filing benefits of the Exchange Offer Shelf Registration Statement (and/ori.e., if applicable, such Holder has not elected to including information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Liquidated Damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Dollar Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Indenture and the Notes. All obligations of the Issuers set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Liquidated. DAMAGES(a) If (a) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (b) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (c) the Exchange Offer has not been Consummated within 30 business days after the Effectiveness Target Date with respect to the first 90Exchange Offer Registration Statement or (d) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five business days by a post-day period immediately following effective amendment to such Registration Statement that cures such failure and that is itself promptly declared effective (each such event referred to in clauses (a) through (d), a "Registration Default"), additional cash interest ("Liquidated Damages") shall accrue to each Holder of the Notes commencing upon the occurrence of the first such Registration Default in an amount equal to a $.05 per annum rate of 0.25% on the week per $1,000 principal amount of Transfer Restricted Securities Notes held by such HolderHolder during the 90 day period following the occurrence of such Registration Default. The amount of Liquidated Damages described in the preceding sentence shall will increase by an additional $.05 per annum rate week per $1,000 principal amount of 0.25% Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the $.50 per week per $1,000 principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers shall in no event be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceaseNotes. All accrued Liquidated Damages shall be paid to Holders by the Holders entitled thereto, Company in the same manner provided for as interest is made pursuant to the payment Indenture. Following the cure of interest in all Registration Defaults relating to any particular Transfer Restricted Securities, the Dollar Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Indenture and the Notesaccrual of Liquidated Damages with respect to such Transfer Restricted Securities will cease. All obligations of the Issuers Company set forth in the preceding paragraph that have accrued and are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Transfer Restricted Security shall have been satisfied in full.

Liquidated. DAMAGES"), with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers Company shall in no event be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Liquidated Damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Dollar Euro Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Euro Indenture and the Notes. All obligations of the Issuers Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Liquidated. DAMAGESDAMAGES If (i) the Registration Statement required by this Agreement is not filed with the Commission on or prior to the Effectiveness Deadline, (ii) such Registration Statement has not been declared effective by the Commission on or prior to the Effectiveness Deadline (except where such delay is caused by a Holder of Transfer Restricted Securities) or (iii) the Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded timely by a post-effective amendment to such Registration Statement that cures such failure and that is timely declared effective (each such event referred to in clauses (i) through (iii), a "Registration Default"), with respect then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby liquidated damages in an amount equal to 50 basis points per annum on the Liquidation Preference of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of the first such Registration Default in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such HolderDefault. The amount of Liquidated Damages described in the preceding sentence liquidated damages shall increase by an additional 50 basis points per annum rate on the Liquidation Preference of 0.25% Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults liquidated damages of 1.00% PER ANNUM 200 basis points per annum on the principal amount Liquidation Preference of Notes constituting Transfer Restricted Securities; PROVIDED that provided, however, the Issuers Company shall in no event be required to pay Liquidated Damages liquidated damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, above or (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Shelf Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iviii) above, the Liquidated Damages liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iviii), as applicable, shall cease. All accrued Liquidated Damages but unpaid liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest dividends in the Dollar IndentureCertificate of Designations, on each Interest the next regular Dividend Payment Date, Date (as more fully set forth defined in Section 2(a) of the Dollar Indenture and the NotesCertificate of Designations). All obligations of the Issuers Company set forth in the preceding paragraph that are outstanding with respect to any then outstanding Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall thereto have been satisfied in full. SECTION 5.