Common use of Securities Held by the Company, etc Clause in Contracts

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that the foregoing correctly sets forth the agreement between the Issuer, the Company and you. Very truly yours, PTC INTERNATIONAL FINANCE II S.A. By: /s/ -------------------------------- Name: Authorized Signatory Title: By: -------------------------------- Name: Title: POLSKA TELEFONIA CYFROWA SP. Z 0.0. By: /s/ Wilxxxx Xxxxxxxxxx -------------------------------- Name: Wilxxxx Xxxxxxxxxx Title: Director of Strategy, Marketing and Sales By: /s/ Rysxxxx Xxxxxxxxxxxxx -------------------------------- Name: Rysxxxx Xxxxxxxxxxxxx Title: Director of Administration The foregoing Agreement is hereby accepted as of the date first above written. DEUTSCHE BANK AG LONDON By: /s/ Garxxx Xxxxxx ----------------------------------- Name: Garxxx Xxxxxx Xxtle: By: /s/ Guy du ParcGraham ----------------------------------- Name: Guy du ParcGraham Title: DRESDNER BANK AG LONDON BRANCH

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified number, or percentage of principal amount of of, Registrable Securities or New Exchange Securities is required hereunder, Registrable Securities or New Exchange Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Registrable Securities or New Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Registrable Securities or New Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that your agreement by having your authorized officer sign a copy of this Registration Agreement in the foregoing correctly sets space set forth below and returning the agreement between the Issuer, the Company and yousigned copy to us. Very truly yours, PTC INTERNATIONAL FINANCE II S.A. UNION PLANTERS CORPORATION By: /s/ -------------------------------- Benjxxxx X. Xxxxxxx, Xx. ----------------------------------- Name: Authorized Signatory Benjxxxx X. Xxxxxxx, Xx. Title: By: -------------------------------- Name: Title: POLSKA TELEFONIA CYFROWA SP. Z 0.0. Chairman of the Board and Chief Executive Officer UNION PLANTERS CAPITAL TRUST A By: /s/ Wilxxxx Xxxxxxxxxx -------------------------------- Jackxxx X. Mxxxx ----------------------------------- Name: Wilxxxx Xxxxxxxxxx Title: Director of Strategy, Marketing and Sales Jackxxx X. Mxxxx as Regular Trustee By: /s/ Rysxxxx Xxxxxxxxxxxxx -------------------------------- Name: Rysxxxx Xxxxxxxxxxxxx Title: Director of Administration The foregoing Agreement is hereby accepted as of the date first above written. DEUTSCHE BANK AG LONDON By: /s/ Garxxx John X. Xxxxxx ----------------------------------- Name: Garxxx John X. Xxxxxx Xxtleas Regular Trustee Accepted: SALOMON BROTHERS INC By: /s/ Guy du ParcGraham ----------------------------------- Charxxx X. Xxxxxx --------------------------------------------- Name: Guy du ParcGraham Charxxx X. Xxxxxx Title: DRESDNER BANK AG LONDON BRANCHAssociate Date: December 5, 1996

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that the foregoing correctly sets forth the agreement between the Issuer, the Company Agreed to and you. Very truly yours, PTC INTERNATIONAL FINANCE II S.A. By: /s/ -------------------------------- Name: Authorized Signatory Title: By: -------------------------------- Name: Title: POLSKA TELEFONIA CYFROWA SP. Z 0.0. By: /s/ Wilxxxx Xxxxxxxxxx -------------------------------- Name: Wilxxxx Xxxxxxxxxx Title: Director of Strategy, Marketing and Sales By: /s/ Rysxxxx Xxxxxxxxxxxxx -------------------------------- Name: Rysxxxx Xxxxxxxxxxxxx Title: Director of Administration The foregoing Agreement is hereby accepted as of the date first above writtenreferred to above. DEUTSCHE BANK AG LONDON SEROLOGICALS CORPORATION By: /s/ Garxxx Xxxxxx ----------------------------------- X. Xxxxxxx ---------------------------------- Name: Garxxx Xxxxxx XxtleX. Xxxxxxx Title: Vice President, Finance and Chief Financial Officer BANC OF AMERICA SECURITIES LLC By: /s Xxxxx Xxxxxx ---------------------------------- Name: Xxxxx Xxxxxx Title: Managing Director X.X. XXXXXX SECURITIES INC. By: /s/ Guy du ParcGraham ----------------------------------- Xxxxxxx Xxxxxx ---------------------------------- Name: Guy du ParcGraham Xxxxxxx Xxxxxx Title: DRESDNER BANK AG LONDON BRANCHVice President UBS SECURITIES LLC By: /s/ Xxxxxx Xxxxxx ---------------------------------- Name: Xxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxx ---------------------------------- Name: Xxxxxxxx Xxxxx Title: Associate Director

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified number, or percentage of principal amount of of, Registrable Securities or New Exchange Securities is required hereunder, Registrable Securities or New Exchange Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Registrable Securities or New Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Registrable Securities or New Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that your agreement by having your authorized officer sign a copy of this Registration Agreement in the foregoing correctly sets space set forth below and returning the agreement between the Issuer, the Company and yousigned copy to us. Very truly yours, PTC INTERNATIONAL FINANCE II S.A. PXRE CORPORATION By: /s/ -------------------------------- Xxxxxx X. Xxxxx ----------------------------------- Name: Authorized Signatory Xxxxxx X. Xxxxx Title: By: -------------------------------- Name: Title: POLSKA TELEFONIA CYFROWA SP. Z 0.0. President PXRE CAPITAL TRUST I By: /s/ Wilxxxx Xxxxxxxxxx -------------------------------- Xxxxxx X. Xxxxx ----------------------------------- Name: Wilxxxx Xxxxxxxxxx Title: Director of StrategyXxxxxx X. Xxxxx, Marketing and Sales as Administrator By: /s/ Rysxxxx Xxxxxxxxxxxxx -------------------------------- Xxxxxxx X. Xxxxxx ------------------------------------ Name: Rysxxxx Xxxxxxxxxxxxx TitleXxxxxxx X. Xxxxxx, as Administrator Accepted: Director of Administration The foregoing Agreement is hereby accepted as of the date first above written. DEUTSCHE BANK AG LONDON SALOMON BROTHERS INC By: /s/ Garxxx Xxxxxx ----------------------------------- Xxxxx X. Xxxxx --------------------------------- Name: Garxxx Xxxxxx Xxtle: By: /s/ Guy du ParcGraham ----------------------------------- Name: Guy du ParcGraham Xxxxx X. Xxxxx Title: DRESDNER BANK AG LONDON BRANCHAssociate Date: January 29, 1997

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Issuer, the Company and youthe several Initial Purchasers. Very truly yours, PTC INTERNATIONAL FINANCE II S.A. Allergan, Inc. By: /s/ -------------------------------- Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Authorized Signatory Xxxxxxx X. Xxxxxxx ---------------------------------- Title: By: -------------------------------- Name: Title: POLSKA TELEFONIA CYFROWA SP. Z 0.0. By: /s/ Wilxxxx Xxxxxxxxxx -------------------------------- Name: Wilxxxx Xxxxxxxxxx Title: Director of Strategy:Executive Vice President, Marketing --------------------------------- Finance and Sales By: /s/ Rysxxxx Xxxxxxxxxxxxx -------------------------------- Name: Rysxxxx Xxxxxxxxxxxxx Title: Director of Administration Business Development, --------------------------------- Chief Financial Officer --------------------------------- The foregoing Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK AG LONDON Banc of America Securities LLC Citigroup Global Markets Inc. Xxxxxx Xxxxxxx & Co. Incorporated By: Bank of America Securities LLC By: /s/ Garxxx Xxxxx Xxxxxx ----------------------------------- --------------------------------- Name: Garxxx Xxxxx Xxxxxx Xxtle------------------------------- Title: Managing Director ------------------------------ By: /s/ Guy du ParcGraham ----------------------------------- Name: Guy du ParcGraham Title: DRESDNER BANK AG LONDON BRANCHCitigroup Global Markets Inc.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities the Common Stock issued upon conversion thereof is required hereunder, Securities or New Securities, as applicable, the Common Stock issued upon conversion thereof held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities the Common Stock issuable upon conversion thereof if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that the foregoing correctly sets forth the agreement between the Issuer, the Company and you. Very truly yours, PTC INTERNATIONAL FINANCE II S.A. By: THE MACERICH COMPANY, by /s/ -------------------------------- Xxxxxxx X. Xxxxx ------------------------- Name: Authorized Signatory Xxxxxxx X. Xxxxx Title: By: -------------------------------- General Counsel and Secretary June 27, 1997 LAZARD CAPITAL MARKETS XXXXXX BROTHERS INTERNATIONAL (EUROPE) UBS LIMITED by LAZARD CAPITAL MARKETS, by /s/ Xxxxxx Xxxxxx ---------------------- Name: Xxxxxx Xxxxxx Title: POLSKA TELEFONIA CYFROWA SPChief Executive [Acting on behalf of itself and as the Representative of the several Managers] LAZARD FRERES & CO. Z 0.0. By: LLC, by /s/ Wilxxxx Xxxxxxxxxx -------------------------------- Xxxxxx Xxxxxx ---------------------- Name: Wilxxxx Xxxxxxxxxx Xxxxxx Xxxxxx Title: Director of Strategy, Marketing and Sales By: /s/ Rysxxxx Xxxxxxxxxxxxx -------------------------------- Name: Rysxxxx Xxxxxxxxxxxxx Title: Director of Administration The foregoing Agreement is hereby accepted as of the date first above written. DEUTSCHE BANK AG LONDON By: /s/ Garxxx Xxxxxx ----------------------------------- Name: Garxxx Xxxxxx Xxtle: By: /s/ Guy du ParcGraham ----------------------------------- Name: Guy du ParcGraham Title: DRESDNER BANK AG LONDON BRANCHAuthorized Officer

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that Agreed to and accepted as of the foregoing correctly sets forth the agreement between the Issuer, the Company and youdate referred to above. Very truly yours, PTC INTERNATIONAL FINANCE II S.A. The Interpublic Group of Companies, Inc. By: /s/ -------------------------------- Nicholas J. Camera -------------------------------------------- Name: Authorized Signatory Nicholas J. Camera Title: By: -------------------------------- Name: Title: POLSKA TELEFONIA CYFROWA SP. Z 0.0. Senior Vice Xxxxxxxxx, General Counsel and Secretary Salomon Smith Barney Inc. By: /s/ Wilxxxx Xxxxxxxxxx -------------------------------- Brett Dunk ------------------------------- Xame: Brett Dunk Xitle: Vice President J.P. Morgan Securities Inc. Xx: /s/ J. Andrew Sanford ------------------------------- Name: Wilxxxx Xxxxxxxxxx J. Andrxx Xxxxxxx Title: Managing Director of Strategy, Marketing and Sales UBS WARBURG LLC By: /x/ X. Xxxxxxxge Williams ------------------------------- Name: X. Xxxxxxxxx Xxxxxxxx Title: Executive Director And By: /s/ Rysxxxx Xxxxxxxxxxxxx -------------------------------- Xxxxxx Xxxxx ------------------------------- Name: Rysxxxx Xxxxxxxxxxxxx TitleRezwan Mixxx Xxxxe: Director of Administration The foregoing Agreement is hereby accepted as of the date first above written. DEUTSCHE BANK AG LONDON By: /s/ Garxxx Xxxxxx ----------------------------------- Name: Garxxx Xxxxxx Xxtle: By: /s/ Guy du ParcGraham ----------------------------------- Name: Guy du ParcGraham Title: DRESDNER BANK AG LONDON BRANCHDirector