Common use of Special Interest Clause in Contracts

Special Interest. If (a) on or prior to the 90th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (b) on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (a) through (d), a ("Registration Default"), interest ("Special Interest") will accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Special Interest. If (a) on or prior The holder of this Security is entitled to the 90th benefits of a Registration Agreement, dated as of December 11, 1997, among the Company and the Purchasers named therein (the “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) by the 150th day following the original issue date of Issue Date, the SecuritiesExchange Offer Registration Statement is not filed with the Commission, (ii) by the 180th day following the Issue Date, neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement has been is filed with the Commission, or (biii) on or prior to by the 180th 210th day following the original issue date of the SecuritiesIssue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been not consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been is not declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement respect thereto (each such event referred to in clauses (ai) through (diii), a ("“Registration Default"”), interest ("Special Interest") will accrue on the applicable Securities (in addition to stated interest on such Securities) which, except as provided below, shall be the sole and exclusive remedy for such Registration Default from and including the next day following each such Registration Default. In each case such additional interest (the “Special Interest”) will be payable in cash semiannually in arrears each June 1 and December 1, at a rate per annum equal to 0.25% of the principal amount of such Securities for each such Registration Default. The aggregate amount of Special Interest payable pursuant to the above provisions will in no event exceed 0.25% per annum of the principal amount of such Securities which, except as provided below, shall be the sole and exclusive remedy for such Registration Default. Upon (a) the filing of the Exchange Offer Registration Statement after the 150-day period described in clause (i) above, (b) the effectiveness of the Exchange Offer Registration Statement or the filing of the Shelf Registration Statement after the 180-day period described in clause (ii) above or (c) the consummation of the Exchange Offer for such Securities or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210-day period described in clause (iii) above, the Special Interest payable on such Securities as a result of the applicable Registration Default will cease to accrue. For purposes of the preceding sentence, the curing of a Registration Default by the means described in clause (b) above shall constitute a cure of the Registration Defaults described in clauses (i) and (ii) above, and the curing of a Registration Default by the means described in clause (c) above shall constitute a cure of the Registration Defaults described in clauses (i), (ii) and (iii) above. The Company will have no other liabilities for monetary damages with respect to the above; provided, however, that in the event the Company breaches, fails to comply with or violates certain provisions of the Registration Agreement, the holders shall be entitled to, and the Company shall not oppose the granting of, equitable relief, including injunction and specific performance. In the event that a Shelf Registration Statement is declared effective pursuant to the paragraph preceding the immediately preceding paragraph, if the Company fails to keep such Registration Statement continuously effective for the period required by the Registration Agreement (except as specifically permitted therein), then from such time as the Shelf Registration Statement is no longer effective until the earlier of (i) the date that the Shelf Registration Statement is again deemed effective and (ii) the date that is the earliest of (x) the second anniversary of the Issue Date (or until the first anniversary of the effective date if the Shelf Registration Statement is filed at the request of the Initial Purchasers), (y) the time when the Securities registered thereunder can be sold by non-affiliates pursuant to Rule 144 under the Securities Act without any limitation under classes (c), (e), (f) and (h) of Rule 144, or (z) the date as of which all such Securities are sold pursuant to the Shelf Registration Statement, Special Interest shall accrue at a rate per annum equal to 0.25% of the principal amount of the Securities which, except as provided below, shall be the sole and the New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of exclusive remedy for such Registration Default and shall increase by 0.25% per annum at the end of be payable in cash semiannually in arrears each subsequent 90-day period, but in June 1 and December 1. The Company will have no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding other liabilities for monetary damages with respect to any Security at the time such Security is exchanged for a New Security above; provided, however, that in the event the Company breaches, fails to comply with or violates certain provisions of the Registration Agreement, the holders shall survive until such time as all such obligations with respect to such Security have been satisfied in fullbe entitled to, and the Company shall not oppose the granting of, equitable relief, including injunction and specific performance.

Special Interest. If If: (ai) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the 90th day following the original issue date of the Securitiesapplicable Filing Deadline, neither the Exchange Offer Registration Statement nor the Shelf (ii) any such Registration Statement has not been filed with declared effective by the Commission, (b) Commission on or prior to the 180th day following the original issue date of the Securitiesapplicable Effectiveness Deadline, neither (iii) the Exchange Offer has not been Consummated within 30 Business Days of the applicable Effectiveness Deadline or (iv) any Registration Statement nor the Shelf Registration Statement has been required by this Agreement is filed and declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement effective but shall thereafter ceases cease to be effective or usable in connection with resales of Transfer Restricted Securities or New Securities in accordance with and during the periods specified in this Agreement herein (each such event referred to in clauses (ai) through (div), a ("“Registration Default"”), interest ("then the Company hereby jointly and severally agrees to pay to each Holder of Transfer Restricted Securities affected thereby Special Interest") will accrue on the Interest 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 Securities and the New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding continues for the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the first 90-day period immediately following the occurrence of such Registration Default and Default. The amount of the Special Interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of Special Interest for all Registration Defaults of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay Special Interest 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 (or a supplement to the prospectus included in any such Registration Statement, if applicable,) 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 Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall such rate exceed 1.00% per annumcease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Initial Notes. Notwithstanding the fact that any securities for which Special Interest are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay Special Interest with respect to any Security at the time such Security is exchanged for a New Security securities shall survive until such time as all such obligations with respect to such Security securities shall have been satisfied in full.

Special Interest. If The parties hereto agree that the Holders of the Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (ai) a Registration Statement is not filed with the Commission on or prior to 90 days after the 90th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the CommissionClosing Date, (bii) on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the a Shelf Registration Statement has been Statement, if applicable, is not declared effectiveeffective on or prior to 150 days after the Closing Date, such (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Closing Date or (iv) a Registration Statement is filed and declared effective on or prior to 150 days after the Closing Date but shall thereafter ceases cease to be effective or usable (at any time that the Company is obligated to maintain the effectiveness thereof) in connection with resales of Securities or New Securities in accordance with without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and during that is itself declared effective on or prior to the periods date specified for such effectiveness in this Agreement (each such event referred to in clauses (ai) through (div), a ("Registration Default"), interest ("Special Interest") Interest will accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and the New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.5% per annum during the 90-day period immediately following the occurrence of the first such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations accrued Special Interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of Special Interest will cease. The parties hereto agree that the Special Interest provided for in this Section 5 constitutes a reasonable estimate of the Company and damages that may be incurred by Holders of Securities by reason of the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for occurrence of a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in fullRegistration Default.

Special Interest. If (a) on or prior The holder of this Note is entitled to the 90th day following the original issue date benefits of the SecuritiesExchange and Registration Rights Agreement, neither dated as of the Exchange Offer Registration Statement nor date hereof, by and among the Shelf Registration Statement has been filed with Company and the Commission, Purchasers named therein. Capitalized terms used in this paragraph (b) on or prior but not defined herein have the meanings assigned to the 180th day following the original issue date of the Securities, neither them in the Exchange Offer and Registration Statement nor the Shelf Registration Statement has been declared effective, Rights Agreement. If (ci) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effectivenot filed with the Commission within 90 days following the Trigger Date, neither the Registered Exchange Offer has been consummated nor (ii) the Shelf Registration Statement has been declared effectiveis not filed within 30 days after, or is not declared effective within 150 days after, filing is required or requested pursuant to the Exchange and Registration Rights Agreement, (diii) after either the Exchange Offer Registration Statement is not declared effective on or prior to 150 days after the Trigger Date, (iv) the Registered Exchange Offer is not consummated on or prior to 180 days after the Trigger Date, or (v) the Shelf Registration Statement has been is filed and declared effective, such Registration Statement effective but shall thereafter ceases cease to be effective or usable in connection with resales prior to the end of Securities or New Securities in accordance with the Shelf Registration Period (other than during a Suspension Period permitted under the Exchange and during Registration Rights Agreement) (at any time that the periods specified in this Agreement Company and the Guarantors are obligated to maintain the effectiveness thereof) (each such event referred to in clauses (ai) through (dv), a ("“Registration Default"”), interest ("the Company and the Guarantors will be jointly and severally obligated to pay Special Interest") will accrue on Interest to each holder of Transfer Restricted Notes, during the period of one or more such Registration Defaults, at the rate equal to $0.05 per week per $1,000 of principal amount at Maturity for the first 90 days during the period of the Securities and the New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any one or more such Registration Default shall occur to but excluding the date on Defaults, which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and amount shall increase by 0.25% $0.05 per annum week per $1,000 of principal amount at the end of Maturity for each subsequent 90-day periodperiod during the continuance of one or more Registration Default, but in no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as no Registration Default is in effect (such amount equal to the “Special Interest”), up to a maximum amount of Special Interest for all such obligations Registration Defaults of $0.192 per week per $1,000 of principal amount at Maturity. All accrued Special Interest shall be paid to Holders in the same manner as interest payments on the Notes on semi-annual payment dates which correspond to interest payments for the Notes. Following the cure of all Registration Defaults, the accrual of Special Interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such Security have been satisfied in fullSpecial Interest.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of April 28, 2015, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (ai) on or prior to the 90th day following the original issue date of the SecuritiesJanuary 23, 2016, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (bii) on or prior to the 180th day following the original issue date of the SecuritiesApril 22, 2016 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (ciii) on or prior to the 45th day later of May 22, 2016 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement is first declared effectiveStatement, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in this in, the Registration Agreement (each such event referred to in clauses (ai) through (div), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the Company and the Guarantors set forth foregoing, in the preceding paragraph that are outstanding with respect case of an event referred to any Security at in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the time such Security Issuer has used and is exchanged for a New Security shall survive until such time as all such obligations with respect continuing to such Security have been satisfied in fulluse its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.

Special Interest. If (a) on or prior The Holder of this Note is entitled to the 90th day following the original issue date benefits of the SecuritiesRegistration Rights Agreement dated July 22, 2014, between the Company and the representative of the several Initial Purchasers (the “Registration Agreement”). Capitalized terms used in this paragraph but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed (or confidentially submitted) with the Commission, (b) Commission on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effectivedate, (cii) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effectiveeffective on or prior to the 360th day following the original issue date, or (diii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of the Securities or New Securities in accordance with and during at any time that the periods specified in this Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (ai) through (diii) above being referred to herein as a “Registration Default”), a ("Registration Default"), additional interest ("the “Special Interest"”) will shall accrue on the principal amount of the Securities and the New Securities affected by such Registration Default (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue , at a rate of equal to 0.25% per annum of the principal amount of the Securities during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.000.75% per annum. The Special Interest will be payable in cash semiannually in arrears each February 1 or August 1 and otherwise on the terms set forth above with respect to payments of other interest owed under the terms hereof. References to interest in this Note and in the Indenture shall be deemed to include references to Special Interest where applicable. All obligations payments and deliveries of or in respect of principal, interest and premium, if any, on or with respect to this Note and all payments to the Trustee under Section 607 of the Indenture shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, penalties, fines, duties, assessments or other governmental charges of whatever nature (or interest on any of the foregoing) (“Taxes”) imposed, levied, collected, withheld or assessed by, within or on behalf of the Republic of Chile or any political subdivision or governmental authority thereof or therein having power to tax (a “Taxing Authority”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. If the Company and the Guarantors set forth is required to make any withholding or deduction described in the preceding paragraph that are outstanding sentence with respect to any Security at payment or delivery made in respect of the time Notes, the Company will pay such Security additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amounts received by the Holders hereof (including Additional Amounts) or the Trustee, as the case may be, after such withholding or deduction shall equal the respective amounts of principal, interest and premium, if any, that would have been receivable in respect of this Note in the case of the Holder, or pursuant to Section 607 of the Indenture, in the case of the Trustee, in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable in respect of this Note (i) in the case of payments for which presentation of this Note is exchanged required, if this Note is presented for payment more than 30 days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received in the Place of Payment by the Trustee on or prior to such due date, the date on which, the full amount having been so received and notice to that effect shall have been given to the Holders of the Notes by the Trustee, except to the extent that the Holders would have been entitled to such Additional Amounts on presenting this Note for payment on the last day of the applicable 30-day period; (ii) for any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, duty, fine, assessment or other governmental charge; (iii) if held by or on behalf of a New Security Holder or beneficial owner who is liable for Taxes in respect of this Note by reason of having some present or former, direct or indirect, connection with a Taxing Authority (including, without limitation, being a citizen of, being incorporated or engaged in a trade or business in, or having a residence or principal place of business or other presence in a Taxing Authority), other than the mere holding of this Note or the receipt of principal, interest or premium, if any, in respect thereof; (iv) to the extent the Chilean tax giving rise to such Additional Amounts would not have been imposed (or would have been reduced) but for the failure of a Holder or beneficial owner of this Note to provide any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity or connection with Chile or to make other similar claim or exemption to the relevant Taxing Authority, if, after having been requested in writing by the Company to provide such applicable certification, documentation or information or to make such a claim, such Holder or beneficial owner fails to do so within 30 days; (v) for any Taxes which are payable other than by deduction or withholding from payments of principal of or interest on this Note or by direct payment by the Company in respect of claims made against the Company, as the case may be; (vi) any withholding or deduction imposed on a payment to an individual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (vii) any Tax which would have been avoided by a Holder presenting this Note (if presentation is required) or requesting that such payment be made to another Paying Agent in a member state of the European Union; or (viii) any combination of (i), (ii), (iii), (iv), (v), (vi) or (vii). In addition, no Additional Amounts shall survive until such time as all such obligations be paid with respect to any payment to any Holder who is a fiduciary or a partnership or other than the sole beneficial owner of this Note to the extent that the beneficiary or settlor with respect to such Security fiduciary, the member of such partnership or the beneficial owner of this Note would not have been satisfied entitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner held this Note directly. All references hereunder to principal, interest, premium and other amounts payable hereunder shall be deemed to include references to any Additional Amounts payable as set forth herein. If Additional Amounts actually paid with respect to this Note pursuant to the preceding paragraph are based on rates of deduction or withholding of Taxes imposed by a Taxing Authority in fullexcess of the appropriate rate applicable to the Holder, and, as a result thereof, such Holder is entitled under the law of such Taxing Authority to make a claim for a refund or credit of such Taxes, then such Holder shall, by accepting this Note, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such Taxes to the Company, subject to any right of set-off such Holder may have. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for refund or credit and incurs no other obligation (including, for the avoidance of doubt, any filing or other action) with respect thereto. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of August 6, 2012, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (ai) on or prior to the 90th day following the original issue date of the SecuritiesMay 3, 2013, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (bii) on or prior to the 180th day following the original issue date of the SecuritiesAugust 1, 2013 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (ciii) on or prior to the 45th day later of August 31, 2013 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement is first declared effectiveStatement, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in this in, the Registration Agreement (each such event referred to in clauses (ai) through (div), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the Company and the Guarantors set forth foregoing, in the preceding paragraph that are outstanding with respect case of an event referred to any Security at in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the time such Security Issuer has used and is exchanged for a New Security shall survive until such time as all such obligations with respect continuing to such Security have been satisfied in fulluse its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.

Special Interest. If (a) on or prior The holder of this Security is entitled ----------------- to the 90th day following benefits of a Registration Rights Agreement, dated as of January 18, 2001, among the original issue date of Company and the Securities, Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (b) Commission on or prior to the 180th 60th day following the date of the original issue date issuance of the Securities, neither (ii) the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective, (c) effective on or prior to the 45th 120th day following the date of the Exchange Offer Registration Statement is first declared effectiveoriginal issuance of the Securities, (iii) neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effectiveeffective on or prior to the 150th day following the date of the original issuance of the Securities, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of the Securities or New Securities in accordance with and during at any time that the periods specified in this Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (ai) through (d), iv) above being referred to herein as a ("Registration Default"), interest (the "Special Interest") will shall accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue , at a rate of per annum equal to 0.25% of the principal amount of the Securities; provided, however, that such rate per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at from and including the end of 91st day after the first such Registration Default (and each subsequent 90-successive 91st day periodthereafter) unless and until all Registration Defaults have been cured; provided further, but however, that in no event shall such the Special Interest accrue at a rate exceed in excess of 1.00% per annum. All obligations of the Company The Special Interest will be payable in cash semiannually in arrears each January 15 and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in fullJuly 15.

Special Interest. If (a) on or prior The holder of this Security is entitled to the 90th day following benefits of a Exchange and Registration Rights Agreement, dated as of August 16, 2010, among the original issue date of Company, the Securities, Subsidiary Guarantors named therein and the Initial Purchasers named therein (the “Registration Rights Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Rights Agreement. In the event that (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been Statement, as the case may be, is filed with the Commission, (b) SEC on or prior to the 180th day date which is 150 days following the date of the original issue date issuance of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (cii) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 210 days after the original issuance of the Securities, (iii) if the Exchange Offer Registration Statement has been is declared effective, such the Registered Exchange Offer is not consummated on or prior to 270 days after the date of the original issuance of Securities, (iv) if the Company and the Subsidiary Guarantors are required to file the Shelf Registration Statement, or designate an existing Automatic Shelf Registration Statement thereafter ceases to be effective or usable in connection with resales for the offer and sale of Securities or New Restricted Securities in accordance with Section 2 of the Registration Rights Agreement, the Company or any Subsidiary Guarantor does not so file the Shelf Registration Statement on or prior to the 30th day after the Company’s obligation to file such Shelf Registration Statement arises, (v) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being again effective within 30 days or being succeeded within 30 days by an additional Registration Statement filed and declared effective, provided that such 30-day period shall toll during a Suspension Period or during any Shelf Suspension Period, or (vi) any Suspension Periods exceed, in the periods specified in this Agreement aggregate, 75 days during any 365-day period (each such event referred to in clauses (ai) through (dvi), a ("“Registration Default"”), interest ("Special Interest") will accrue on the principal amount of the Securities and the New Securities (in addition Company shall be obligated to the stated interest on the Securities and New Securities) pay Additional Interest from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue , at a rate of 0.25% per annum during on the applicable principal amount of Securities held by such Holder for the first 90-day period immediately following the occurrence of a Registration Default, and such Registration Default and shall rate will increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but provided that the maximum additional rate may in no event shall such rate exceed 1.000.50% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Special Interest. If (a) on or prior to the 90th day following the original issue date of the SecuritiesTriggering Date, neither the Exchange Offer Registration Statement nor has not been filed with the Commission or on or prior to the 90th day after the obligation to file the Shelf Registration Statement has arisen, the Shelf Registration Statement has not been filed with the Commission, (b) on or prior to the 180th day following the original issue date of the SecuritiesTriggering Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effectiveeffective by the Commission, (c) on or prior to the 45th day 30th Business Day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has not been consummated nor the Shelf Registration Statement has been declared effectiveconsummated, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities Notes or New Securities Notes in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (a) through (d), a ("Registration DefaultREGISTRATION DEFAULT"), interest ("Special InterestSPECIAL INTEREST") will accrue on the principal amount of the Securities Notes and the New Securities Notes (in addition to the stated interest on the Securities Notes and New SecuritiesNotes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary contained herein, no Special Interest will accrue or be payable (i) if the Company has no obligation to file a Registration Statement pursuant to this Registration Rights Agreement or (ii) with respect to any period following the earlier to occur of (x) the second anniversary of the Original Issuance Date or (y) the date on which the Notes may be sold or transferred pursuant to Rule 144(k) under the Act (or any similar provision then in force). Any amounts of Special Interest due pursuant to this Section 4 will be payable in cash or in PIK Notes (as defined in the Senior Notes Indenture) as provided in the Senior Notes Indenture on the regular interest payment dates with respect to the Notes. The amount of Special Interest will be determined by multiplying the applicable Special Interest rate by the principal amount of the Notes entitled to Special Interest and further multiplied by a fraction, the numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. The Special Interest shall be the exclusive remedy available to the Holders for Registration Defaults. In no event shall the Company be required to pay Special Interest in excess of the applicable rates set forth above, regardless of whether one or multiple Registration Defaults exist at the same time. All obligations of the Company and the Guarantors set forth in the preceding paragraph paragraphs that are outstanding with respect to any Security Note at the time such Security Note is exchanged for a New Security Note shall survive until such time as all such obligations with respect to such Security Note have been satisfied in full.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of January 20, 2010, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (ai) on or prior to the 90th day following the original issue date of the SecuritiesJuly 19, 2010, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (bii) on or prior to the 180th day following the original issue date of the SecuritiesOctober 17, 2010 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (ciii) on or prior to the 45th day later of November 16, 2010 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement is first declared effectiveStatement, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in this in, the Registration Agreement (each such event referred to in clauses (ai) through (div), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the Company and the Guarantors set forth foregoing, in the preceding paragraph that are outstanding with respect case of an event referred to any Security at in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the time such Security Issuer has used and is exchanged for a New Security shall survive until such time as all such obligations with respect continuing to such Security have been satisfied in fulluse its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of August 1, 2012, among the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (ai) on or prior to the 90th day following the original issue date of the SecuritiesApril 28, 2013, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (bii) on or prior to the 180th day following the original issue date of the SecuritiesJuly 27, 2013 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (ciii) on or prior to the 45th day later of August 26, 2013 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement is first declared effectiveStatement, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in this in, the Registration Agreement (each such event referred to in clauses (ai) through (div), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the Company and the Guarantors set forth foregoing, in the preceding paragraph that are outstanding with respect case of an event referred to any Security at in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the time such Security Issuer has used and is exchanged for a New Security shall survive until such time as all such obligations with respect continuing to such Security have been satisfied in fulluse its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.

Special Interest. If (a) on or prior The holder of this Security is entitled to the 90th day following benefits of a Exchange and Registration Rights Agreement, dated as of February 12, 2003, among the original issue date of Company, the Securities, Subsidiary Guarantors named therein and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been Statement, as the case may be, is filed with the Commission, (b) Commission on or prior to the 180th day date which is 90 days following the date of the original issue date issuance of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (cii) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 180 days after the original issuance of the Securities, (iii) if the Exchange Offer Registration Statement has been is declared effective, such the Registered Exchange Offer is not consummated on or prior to 210 days after the date of the original issuance of Securities, (iv) if the Company and the Subsidiary Guarantors are required to file the Shelf Registration Statement in accordance with Section 2 of the Registration Agreement, the Company or any Subsidiary Guarantor does not so file the Shelf Registration Statement on or prior to the 30th day after the Company's obligation to file such Shelf Registration Statement arises, (v) the applicable Registration Statement is filed and declared effective but shall thereafter ceases cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being again effective within 30 days or usable being succeeded within 30 days by an additional Registration Statement filed and declared effective, provided that such 30-day period shall toll during a Suspension Period, or (vi) any Suspension Periods exceed, in connection with resales of Securities or New Securities in accordance with and the aggregate, 75 days during the periods specified in this Agreement any 365-day period (each such event referred to in clauses (ai) through (dvi), a ("Registration Default"), interest ("Special Interest") will accrue on the principal amount of the Securities and the New Securities (in addition Company shall be obligated to the stated interest on the Securities and New Securities) pay Additional Interest from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue , at a rate of 0.25% per annum during on the applicable principal amount of Securities held by such Holder for the first 90-day period immediately following the occurrence of a Registration Default, and such Registration Default and shall rate will increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but provided that the maximum additional rate may in no event shall such rate exceed 1.000.50% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of November 13, 2015, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (ai) on or prior to the 90th day following the original issue date of the SecuritiesAugust 9, 2016, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (bii) on or prior to the 180th day following the original issue date of the SecuritiesNovember 7, 2016 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (ciii) on or prior to the 45th day later of December 7, 2016 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement is first declared effectiveStatement, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in this in, the Registration Agreement (each such event referred to in clauses (ai) through (div), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the Company and the Guarantors set forth foregoing, in the preceding paragraph that are outstanding with respect case of an event referred to any Security at in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the time such Security Issuer has used and is exchanged for a New Security shall survive until such time as all such obligations with respect continuing to such Security have been satisfied in fulluse its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.

Special Interest. If The Holder of this Note is entitled to the benefits of the Registration Rights Agreement dated May 8, 2001, among the Issuer, Polska Telefonia Cyfrowa Sp. z o.o. (the "Guarantor") and the Initial Purchasers (the "Registration Rights Agreement"). In the event that (a) the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) is not filed with the U.S. Securities and Exchange Commission (or the Exchange Offer Registration Statement is not submitted to the Securities Board of The Netherlands (the "Securities Board")) on or prior to the 90th calendar day following the original issue date of original issuance of the SecuritiesNotes, neither (b) the Exchange Offer Registration Statement nor is not declared effective prior to the 150th day following the date of original issuance of the Notes or (c) the Exchange Offer is not consummated or a Shelf Registration Statement has been filed (as defined in the Registration Rights Agreement) with respect to the Commission, Notes is not declared effective (bor the Securities Board does not grant a dispensation with respect to such Shelf Registration Statement) on or prior to the 180th day following the original issue date of original issuance of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement Notes (each such event referred to in clauses (a) through (d)c) above, a ("Registration Default"), interest ("Special Interest") will shall accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and New SecuritiesNotes) from and including the date on which any next day following such Registration Default Default. In each case such additional interest (the "Special Interest") shall occur to but excluding be payable in cash semiannually in arrears each January 31 and July 31 of each year, commencing on the first such date on which all following any Registration Defaults have been cured. Special Interest will accrue Default, at a rate of 0.25% per annum during equal to 0.50% of the principal amount of the Notes (determined daily) with respect to the first 90-day period immediately following the occurrence of such Registration Default and shall Default. Such amount of Special Interest will increase by 0.25an additional 0.50% per annum at the end to a maximum of 1.50% per annum for each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive period until such time as all such obligations Registration Default has been cured. Upon the cure of any Registration Default Special Interest with respect to such Security default shall cease to accrue from the date of the filing, effectiveness or consummation that cured such default, as the case may be, if the Issuer and Guarantor are otherwise in compliance with this paragraph. However, if, after any such Special Interest ceases to accrue, a different Registration Default occurs, Special Interest will again accrue as described. In the event that a Shelf Registration Statement is declared effective pursuant to the Registration Rights Agreement, if the Guarantor fails to keep such Shelf Registration Statement continuously effective for the period required by the Registration Rights Agreement, then from such time as the Shelf Registration Statement is no longer effective until the earlier of (i) the date that the Shelf Registration Statement is again deemed effective, (ii) the date that is the second anniversary of the date (the "Effective Date") such Shelf Registration Statement is declared effective (or, in the case of a Shelf Registration Statement filed at the request of an Initial Purchaser, the first anniversary of the Effective Date) or (iii) the date as of which all of the Notes are sold pursuant to the Shelf Registration Statement, Special Interest shall accrue at a rate per annum equal to 0.50% of the principal amount of the Notes (determined daily)(to be increased to 1.00% if when and for so long as the Shelf Registration Statement is no longer effective for 45 days or more) and shall be payable in cash semiannually in arrears each January 31 and July 31. During any 365-day period, the Issuer and the Guarantor shall have been satisfied the ability to suspend the availability of a Shelf Registration Statement for up to two periods of up to 45 consecutive days (except for the consecutive 45-day period immediately prior to maturity of the Notes), but no more than an aggregate 60 days during any 365-day period, if any event occurs as a result of which it shall be necessary, in fullthe good faith determination of the Management Board of the Guarantor, to amend the Shelf Registration Statement or amend or supplement any prospectus or prospectus supplement thereunder in order that each such document not include any untrue statement of fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.

Special Interest. If (a) on or prior The holder of this Security is entitled to the 90th day following benefits of a Exchange and Registration Rights Agreement, dated as of June 27, 2001, among the original issue date of Company and the Securities, Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been Statement, as the case may be, is filed with the Commission, (b) Commission on or prior to the 180th day date which is 90 days following the date of the original issue date issuance of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (cii) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 180 days after the original issuance of the Securities, (iii) if the Exchange Offer Registration Statement has been is declared effective, such the Registered Exchange Offer is not consummated on or prior to 210 days after the date of the original issuance of Securities, (iv) if the Company is required to file the Shelf Registration Statement in accordance with Section 2 of the Registration Agreement, the Company does not so file the Shelf Registration Statement on or prior to the 30th day after the Company's obligation to file such Shelf Registration Statement arises, (v) the applicable Registration Statement is filed and declared effective but shall thereafter ceases cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being again effective within 30 days or usable in connection with resales of Securities being succeeded within 30 days by an additional Registration Statement filed and declared effective, provided that such 30-day period shall toll during a Suspension Period, or New Securities in accordance with and during (vi) the periods specified referred to in this the second paragraph of Section 2(b) of the Registration Agreement exceed, in the aggregate, 75 days during any 365-day period (each such event referred to in clauses (ai) through (dvi), a ("Registration Default"), interest (the "Special Interest") will shall accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue , at a rate of 0.25% per annum during on the applicable principal amount of Securities held by such Holder for the first 90-day period immediately following the occurrence of a Registration Default, and such Registration Default and shall rate will increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but provided that the maximum additional rate may in no event shall such rate exceed 1.000.50% per annum. All obligations of the Company The Special Interest will be payable in cash semiannually in arrears each January 1 and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in fullJuly 1.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of January 29, 2015, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (ai) on or prior to the 90th day following the original issue date of the SecuritiesOctober 26, 2015, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (bii) on or prior to the 180th day following the original issue date of the SecuritiesJanuary 24, 2016 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (ciii) on or prior to the 45th day later of February 23, 2016 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement is first declared effectiveStatement, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in this in, the Registration Agreement (each such event referred to in clauses (ai) through (div), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the Company and the Guarantors set forth foregoing, in the preceding paragraph that are outstanding with respect case of an event referred to any Security at in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the time such Security Issuer has used and is exchanged for a New Security shall survive until such time as all such obligations with respect continuing to such Security have been satisfied in fulluse its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of January 13, 2012, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (ai) on or prior to the 90th day following the original issue date of the SecuritiesJuly 11, 2012, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (bii) on or prior to the 180th day following the original issue date of the SecuritiesOctober 9, 2012 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (ciii) on or prior to the 45th day later of November 8, 2012 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement is first declared effectiveStatement, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in this in, the Registration Agreement (each such event referred to in clauses (ai) through (div), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the Company and the Guarantors set forth foregoing, in the preceding paragraph that are outstanding with respect case of an event referred to any Security at in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the time such Security Issuer has used and is exchanged for a New Security shall survive until such time as all such obligations with respect continuing to such Security have been satisfied in fulluse its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of November 26, 2013, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (ai) on or prior to the 90th day following the original issue date of the SecuritiesAugust 23, 2014, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (bii) on or prior to the 180th day following the original issue date of the SecuritiesNovember 21, 2014 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (ciii) on or prior to the 45th day later of December 21, 2014 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement is first declared effectiveStatement, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in this in, the Registration Agreement (each such event referred to in clauses (ai) through (div), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the Company and the Guarantors set forth foregoing, in the preceding paragraph that are outstanding with respect case of an event referred to any Security at in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the time such Security Issuer has used and is exchanged for a New Security shall survive until such time as all such obligations with respect continuing to such Security have been satisfied in fulluse its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.

Special Interest. If (a) on or prior to the 90th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (b) on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (a) through (d), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 1, 2014, among the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (ai) on or prior to the 90th day following the original issue date of the SecuritiesAugust 28, 2015, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (bii) on or prior to the 180th day following the original issue date of the SecuritiesNovember 26, 2015 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (ciii) on or prior to the 45th day later of December 26, 2015 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement is first declared effectiveStatement, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in this in, the Registration Agreement (each such event referred to in clauses (ai) through (div), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the Company and the Guarantors set forth foregoing, in the preceding paragraph that are outstanding with respect case of an event referred to any Security at in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the time such Security Issuer has used and is exchanged for a New Security shall survive until such time as all such obligations with respect continuing to such Security have been satisfied in fulluse its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.

Special Interest. If The Holder is entitled to the benefits of the Registration Rights referred to below. In the event that (a) the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) is not filed with the Commission on or prior to the 90th calendar day following the original issue date of the SecuritiesIndenture, neither (b) the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (b) is not declared effective on or prior to the 180th day following the original issue date of the SecuritiesIndenture, neither (c) the Exchange Offer (as defined in the Registration Rights Agreement) is not consummated on or prior to the 225th day following the date of the Indenture, (d) if on or prior to the 60th day following the date the obligation to file the Shelf Registration Statement nor (as defined in the Registration Rights Agreement) arises, the Shelf Registration Statement has been declared effectivenot filed with the Commission, (ce) on or prior to the 45th 150th day following the date the Exchange Offer obligation to file the Shelf Registration Statement is first declared effectivearises, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has not been declared effective, or (df) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities Notes or New Securities in accordance with and during the periods specified in this Agreement Exchange Notes (each such event referred to in clauses (a) through (d)f) above, a ("Registration DefaultDeadline Event"), then the Company will be required to pay additional interest ("Special Interest") will accrue in cash on March 1 and September 1 of each year, commencing on the first such date following any Registration Deadline Event, at a rate per annum equal to 0.25% of the principal amount of the Securities and the New Securities Notes (in addition determined daily) with respect to the stated interest on the Securities and New Securities) from and including the date on which any first 90-day period following such Registration Default shall occur to but excluding the date on which all Registration Defaults have been curedDeadline Event. Such amount of Special Interest will accrue at a rate of shall increase by an additional 0.25% per annum during the 90-day period immediately following the occurrence to a maximum of such Registration Default and shall increase by 0.251.00% per annum at the end of for each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive period until such time as all such obligations Registration Deadline Event has been cured. Upon the cure of any Registration Deadline Event, Special Interest with respect to such Security have been satisfied event shall cease to accrue from the date of the filing, effectiveness or consummation that cured such event, as the case may be, if the Company is otherwise in fullcompliance with this paragraph. However, if, after any such Special Interest ceases to accrue, a different Registration Deadline Event occurs, Special Interest will again accrue as described.

Special Interest. If (a) on or prior to the 90th 60th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (b) on or prior to the 180th 210th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effectiveeffective by the Commission, (c) on or prior to the 45th 240th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor has the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (a) through (d), a ("Registration Default"), interest ("Special Interest") will accrue on the principal amount of the Transfer Restricted Securities and the New Securities then outstanding (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Special Interest. If (a) on or prior The holder of this Security is entitled to the 90th benefits of a Registration Agreement, dated as of December 11, 1997, among the Company and the Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) by the 150th day following the original issue date of Issue Date, the SecuritiesExchange Offer Registration Statement is not filed with the Commission, (ii) by the 180th day following the Issue Date, neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement has been is filed with the Commission, or (biii) on or prior to by the 180th 210th day following the original issue date of the SecuritiesIssue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been not consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been is not declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement respect thereto (each such event referred to in clauses (ai) through (diii), a ("Registration Default"), interest will accrue on the applicable Securities (in addition to stated interest on such Securities) which, except as provided below, shall be the sole and exclusive remedy for such Registration Default from and including the next day following each such Registration Default. In each case such additional interest (the "Special Interest") will be payable in cash semiannually in arrears each June 1 and December 1, at a rate per annum equal to 0.25% of the principal amount of such Securities for each such Registration Default. The aggregate amount of Special Interest payable pursuant to the above provisions will in no event exceed 0.25% per annum of the principal amount of such Securities which, except as provided below, shall be the sole and exclusive remedy for such Registration Default. Upon (a) the filing of the Exchange Offer Registration Statement after the 150-day period described in clause (i) above, (b) the effectiveness of the Exchange Offer Registration Statement or the filing of the Shelf Registration Statement after the 180-day period described in clause (ii) above or (c) the consummation of the Exchange Offer for such Securities or the effectiveness of a Shelf Registration Statement, as the case may be, after the 210-day period described in clause (iii) above, the Special Interest payable on such Securities as a result of the applicable Registration Default will cease to accrue. For purposes of the preceding sentence, the curing of a Registration Default by the means described in clause (b) above shall constitute a cure of the Registration Defaults described in clauses (i) and (ii) above, and the curing of a Registration Default by the means described in clause (c) above shall constitute a cure of the Registration Defaults described in clauses (i), (ii) and (iii) above. The Company will have no other liabilities for monetary damages with respect to the above; provided, however, that in the event the Company breaches, fails to comply with or violates certain provisions of the Registration Agreement, the holders shall be entitled to, and the Company shall not oppose the granting of, equitable relief, including injunction and specific performance. In the event that a Shelf Registration Statement is declared effective pursuant to the paragraph preceding the immediately preceding paragraph, if the Company fails to keep such Registration Statement continuously effective for the period required by the Registration Agreement (except as specifically permitted therein), then from such time as the Shelf Registration Statement is no longer effective until the earlier of (i) the date that the Shelf Registration Statement is again deemed effective and (ii) the date that is the earliest of (x) the second anniversary of the Issue Date (or until the first anniversary of the effective date if the Shelf Registration Statement is filed at the request of the Initial Purchasers), (y) the time when the Securities registered thereunder can be sold by non-affiliates pursuant to Rule 144 under the Securities Act without any limitation under classes (c), (e), (f) and (h) of Rule 144, or (z) the date as of which all such Securities are sold pursuant to the Shelf Registration Statement, Special Interest shall accrue on at a rate per annum equal to 0.25% of the principal amount of the Securities which, except as provided below, shall be the sole and the New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of exclusive remedy for such Registration Default and shall increase by 0.25% per annum at the end of be payable in cash semiannually in arrears each subsequent 90-day period, but in June 1 and December 1. The Company will have no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding other liabilities for monetary damages with respect to any Security at the time such Security is exchanged for a New Security above; provided, however, that in the event the Company breaches, fails to comply with or violates certain provisions of the Registration Agreement, the holders shall survive until such time as all such obligations with respect to such Security have been satisfied in fullbe entitled to, and the Company shall not oppose the granting of, equitable relief, including injunction and specific performance.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of October 30, 2006, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (ai) on or prior to the 90th day following the original issue date of the SecuritiesJanuary 28, 2007, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (bii) on or prior to the 180th day following the original issue date of the SecuritiesMay 28, 2007, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (ciii) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effectiveJuly 7, 2007, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in this in, the Registration Agreement (each such event referred to in clauses (ai) through (div), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the Company and the Guarantors set forth foregoing, in the preceding paragraph that are outstanding with respect case of an event referred to any Security at in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the time such Security Issuer has used and is exchanged for a New Security shall survive until such time as all such obligations with respect continuing to such Security have been satisfied in fulluse its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of November 14, 2013, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (ai) on or prior to the 90th day following the original issue date of the SecuritiesAugust 11, 2014, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (bii) on or prior to the 180th day following the original issue date of the SecuritiesNovember 9, 2014 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (ciii) on or prior to the 45th day later of December 9, 2014 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement is first declared effectiveStatement, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in this in, the Registration Agreement (each such event referred to in clauses (ai) through (div), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the Company and the Guarantors set forth foregoing, in the preceding paragraph that are outstanding with respect case of an event referred to any Security at in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the time such Security Issuer has used and is exchanged for a New Security shall survive until such time as all such obligations with respect continuing to such Security have been satisfied in fulluse its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.

Special Interest. If The parties hereto agree that the Holders of the ---------------- Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (ai) a Registration Statement is not filed with the Commission on or prior to 90 days after the 90th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the CommissionClosing Date, (bii) on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the a Shelf Registration Statement has been Statement, if applicable, is not declared effectiveeffective on or prior to 150 days after the Closing Date, such (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Closing Date or (iv) a Registration Statement is filed and declared effective on or prior to 150 days after the Closing Date but shall thereafter ceases cease to be effective or usable (at any time that the Company is obligated to maintain the effectiveness thereof) in connection with resales of Securities or New Securities in accordance with without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and during that is itself declared effective on or prior to the periods date specified for such effectiveness in this Agreement (each such event referred to in clauses (ai) through (div), a ("Registration Default"), interest ("Special Interest") Interest will accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and the New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.5% per annum during the 90-day period immediately following the occurrence of the first such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations accrued Special Interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of Special Interest will cease. The parties hereto agree that the Special Interest provided for in this Section 5 constitutes a reasonable estimate of the Company and damages that may be incurred by Holders of Securities by reason of the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for occurrence of a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in fullRegistration Default.

Special Interest. If (ai) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the 90th day following the original issue date of the Securitiesapplicable Filing Deadline, neither the Exchange Offer Registration Statement nor the Shelf (ii) any such Registration Statement has not been filed with declared effective by the Commission, (b) Commission on or prior to the 180th day following applicable Effectiveness Deadline (the original issue date of "EFFECTIVENESS TARGET DATE"), (iii) the Securities, neither Company and the Current Guarantors fail to Consummate the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day within 45 business days following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either Effectiveness Target Date with respect to the Exchange Offer Registration Statement or the Shelf (iv) any Registration Statement has been required by this Agreement is filed and declared effective, such Registration Statement effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities or New Securities in accordance with and during the periods specified in this Agreement herein (each such event referred to in clauses (ai) through (div), a ("Registration DefaultREGISTRATION DEFAULT"), interest ("then the Company and the Current Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby Special Interest") will accrue on the Interest in an amount equal to US$.05 per week per US$1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Securities and the New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding continues for the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the first 90-day period immediately following the occurrence of such Registration Default and Default. The amount of the Special Interest shall increase by 0.25% an additional US$.05 per annum at the end week per US$1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but up to a maximum amount of Special Interest of US$.50 per week per US$1,000 in principal amount of Transfer Restricted Securities; PROVIDED that the Company and the Current Guarantors shall in no event be required to pay Special Interest 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 Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall such rate exceed 1.00% per annumcease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Current Guarantors set forth in the preceding paragraph that are outstanding to pay Special Interest with respect to any Security at the time such Security is exchanged for a New Security securities shall survive until such time as all such obligations with respect to such Security securities shall have been satisfied in full.

Special Interest. The holder of this Security is entitled to the ---------------- benefits of an Exchange and Registration Rights Agreement, dated as of May 22, 1998, among the Company, and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. If (ai) the Shelf Registration Statement or Exchange Offer Registration Statement, as applicable under the Registration Agreement, is not filed with the Commission on or prior to 90 days after the 90th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the CommissionIssue Date, (bii) on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been Statement, as the case may be, is not declared effectiveeffective within 180 days after the Issue Date, such (iii) the Registered Exchange Offer is not consummated on or prior to 210 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 180 days after the Issue Date but shall thereafter ceases cease to be effective or usable in connection with resales of Securities or New Securities in accordance with (at any time that the Company is obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and during the periods specified in this Agreement declared effective (each such event referred to in clauses (ai) through (div), a ("Registration Default"), interest (the "Special ------- Interest") will shall accrue on the principal amount of the Securities and the New Securities affected by -------- such Registration Default (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will shall accrue at a rate of per annum equal to 0.25% per annum during of the 90-day period immediately following principal amount of the occurrence Transfer Restricted Securities for each Registration Default. The aggregate amount of such Registration Default and Special Interest payable shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annumannum of the principal amount of the Securities. All obligations of the Company and the Guarantors set forth Special Interest shall be paid to holders in the preceding paragraph that are outstanding same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of Special Interest will cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such Special Interest. For purposes of the foregoing, "Transfer Restricted Securities" means (i) each Initial Security at until the time date on which such Initial Security is has been exchanged for a New freely transferable Exchange Security shall survive in the Registered Exchange Offer, (ii) each Initial Security or Private Exchange Security until the date on which such time as all Initial Security or Private Exchange Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement or (iii) each Initial Security or Private Exchange Security until the date on which such obligations with respect Initial Security or Private Exchange Security is distributed to such Security have been satisfied in fullthe public pursuant to Rule 144 under the Securities Act or is salable pursuant to Rule 144(k) under the Securities Act.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of March 22, 2016, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (ai) on or prior to the 90th day following the original issue date of the SecuritiesDecember 17, 2016, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (bii) on or prior to the 180th day following the original issue date of the SecuritiesMarch 17, 2017 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (ciii) on or prior to the 45th day later of April 16, 2017 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement is first declared effectiveStatement, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in this in, the Registration Agreement (each such event referred to in clauses (ai) through (div), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the Company and the Guarantors set forth foregoing, in the preceding paragraph that are outstanding with respect case of an event referred to any Security at in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the time such Security Issuer has used and is exchanged for a New Security shall survive until such time as all such obligations with respect continuing to such Security have been satisfied in fulluse its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of January 19, 2011, among the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (ai) on or prior to the 90th day following the original issue date of the SecuritiesJuly 18, 2011, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (bii) on or prior to the 180th day following the original issue date of the SecuritiesOctober 16, 2011 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (ciii) on or prior to the 45th day later of November 15, 2011 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement is first declared effectiveStatement, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in this in, the Registration Agreement (each such event referred to in clauses (ai) through (div), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the Company and the Guarantors set forth foregoing, in the preceding paragraph that are outstanding with respect case of an event referred to any Security at in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the time such Security Issuer has used and is exchanged for a New Security shall survive until such time as all such obligations with respect continuing to such Security have been satisfied in fulluse its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.

Special Interest. If (a) on or prior to the 90th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (b) on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated con- summated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (a) through (d), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Special Interest. The holder of this Note is entitled to the benefits of the Exchange and Registration Rights Agreement, dated as of September 20, 2000, by and among Holdings and the Purchasers named therein. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Exchange and Registration Rights Agreement. If (ai) the Shelf Registration Statement or Exchange Offer Registration Statement, as applicable, under the Exchange and Registration Rights Agreement, is not filed with the Commission on or prior to 90 days after the 90th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the CommissionTrigger Date, (bii) on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been Statement, as the case may be, is not declared effectiveeffective on or prior to 150 days after the Trigger Date, such (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Trigger Date, or (iv) the Shelf Registration Statement is filed and declared effective on or prior to 150 days after the Trigger Date but shall thereafter ceases cease to be effective or usable in connection with resales of Securities or New Securities in accordance with (at any time that Holdings are obligated to maintain the effectiveness thereof) without being succeeded within 45 days by an additional Registration Statement filed and during the periods specified in this Agreement declared effective (each such event referred to in clauses (ai) through (div), a ("Registration DefaultREGISTRATION DEFAULT"), Holdings will be obligated to pay Special Interest to each holder of Transfer Restricted Notes, during the period of one or more such Registration Defaults, in an amount equal to 0.5% per ----------------------------- 2 This form is also to be used for PIK Notes issued in payment of interest ("Special Interest") will accrue on Initial Notes. annum, which amount shall increase to 1.0% per annum after the principal amount first 120-day period following the occurrence of the Securities and first Registration Default, for the New Securities (in addition to the stated interest on the Securities and New Securities) period from and including the date on which any such of occurrence of the first Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as all no Registration Default is in effect (such obligations amount equal to the "SPECIAL INTEREST") (after which such Special Interest shall cease to be payable). The Trustee shall have no responsibility with respect to the determination of the amount of any such Security have been satisfied in fullSpecial Interest.

Special Interest. If (a) on or prior The holder of this Security is entitled to the 90th day following ----------------- benefits of a Registration Agreement, dated as of May 21, 1997, among the original issue date of Company , the SecuritiesInitial Subsidiary Guarantors and the Initial Purchasers named therein (as such may be amended from time to time, the "Registration ------------ Agreement"). Capitalized terms used in this subsection (b) but not defined --------- herein have the meanings assigned to them in the Registration Agreement. In the event that (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the CommissionCommission by July 21, 1997, (bii) on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement has been declared effective nor the Shelf Registration Statement has been declared effectivefiled by September 18, 1997, (ciii) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effectiveeffective on or prior to October 20, 1997, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of the Securities or New Securities in accordance with and during at any time that the periods specified in this Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (ai) through (d), iv) above being referred to herein as a ("Registration Default"), additional interest ("Special Interest") will accrue on the principal amount of the Securities and the New Securities -------------------- ---------------- this Security (in addition to the stated interest on the Securities and New Securitiesdescribed in subsection (a) above) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will shall accrue at a rate of 0.250.5% per annum during the 90-day period immediately following the occurrence of such any Registration Default and shall increase by 0.25% per annum at the end of with respect to each subsequent 90-day period, but in no event shall such Special Interest accrue at a rate exceed 1.00in excess of 1.50% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding annum with respect to any Security at all Registration Defaults. Special Interest will be payable to the time such Security is exchanged for a New Security shall survive until such time holder hereof in the same manner as all such obligations with respect to such Security have been satisfied in fullinterest under subsection (a) above.

Special Interest. If (a) on or prior The Holder of this Security is entitled to the 90th day following the original issue date benefits of the SecuritiesRegistration Rights Agreement dated September 21, 2010, between the Company and the representative of the several Initial Purchasers (the “Registration Agreement”). Capitalized terms used in this paragraph but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed (or confidentially submitted) with the Commission, (b) Commission on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effectivedate, (cii) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effectiveeffective on or prior to the 360th day following the original issue date, or (diii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of the Securities or New Securities in accordance with and during at any time that the periods specified in this Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (ai) through (diii) above being referred to herein as a “Registration Default”), a ("Registration Default"), additional interest ("the “Special Interest"”) will shall accrue on the principal amount of the Securities and the New Securities affected by such Registration Default (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue , at a rate of equal to 0.25% per annum of the principal amount of the Securities during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.000.75% per annum. The Special Interest will be payable in cash semiannually in arrears each January 21 or July 21 and otherwise on the terms set forth above with respect to payments of other interest owed under the terms hereof. References to interest in this Note and in the Indenture shall be deemed to include references to Special Interest where applicable. All obligations payments of or in respect of principal, interest and premium, if any, on or with respect to this Note and all payments to the Trustee under Section 607 of the Indenture shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, penalties, fines, duties, assessments or other governmental charges of whatever nature (or interest on any of the foregoing) imposed, levied, collected, withheld or assessed (“Taxes”) by, within or on behalf of the Republic of Chile or any political subdivision or governmental authority thereof or therein having power to tax (a “Taxing Authority”), unless such withholding or deduction is required by law. If the Company and the Guarantors set forth is required to make any withholding or deduction described in the preceding paragraph that are outstanding sentence with respect to any Security at payment made in respect of the time Notes, the Company will pay such Security additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amounts received by the Holders hereof (including Additional Amounts) or the Trustee, as the case may be, after such withholding or deduction shall equal the respective amounts of principal, interest and premium, if any, that would have been receivable in respect of this Note in the case of the Holder, or pursuant to Section 607 of the Indenture, in the case of the Trustee, in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable in respect of this Note (i) in the case of payments for which presentation of this Note is exchanged required, if this Note is presented for payment more than 30 days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received in the Place of Payment by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders of the Notes by the Trustee, except to the extent that the Holders would have been entitled to such Additional Amounts on presenting this Note for payment on the last day of the applicable 30-day period; (ii) for any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, duty, fine, assessment or other governmental charge; (iii) if held by or on behalf of a New Security Holder or beneficial owner who is liable for taxes, duties, fines, penalties, assessments or other governmental charges in respect of this Note by reason of having some present or former, direct or indirect, connection with a Taxing Authority (including, without limitation, being a citizen of, being incorporated or engaged in a trade or business in, or having a residence or principal place of business or other presence in a Taxing Authority), other than the mere holding of this Note or the receipt of principal, interest or premium, if any, in respect thereof; (iv) to the extent the Chilean tax giving rise to such Additional Amounts would not have been imposed (or would have been reduced) but for the failure of a Holder or beneficial owner of this Note to provide any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity or connection with Chile or to make other similar claim or exemption to the relevant Taxing Authority, if, after having been requested in writing by the Company to provide such applicable certification, documentation or information or to make such a claim, such Holder or beneficial owner fails to do so within 30 days; (v) for any taxes, duties, fines, penalties, assessments or other governmental charges which are payable other than by deduction or withholding from payments of principal of or interest on this Note or by direct payment by the Company in respect of claims made against the Company, as the case may be; (vi) any withholding or deduction imposed on a payment to an individual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (vii) any tax, assessment or other governmental charge which would have been avoided by a Holder presenting the relevant note (if presentation is required) or requesting that such payment be made to another Paying Agent in a member state of the European Union; or (viii) any combination of (i), (ii), (iii), (iv), (v), (vi) or (vii). In addition, no Additional Amounts shall survive until such time as all such obligations be paid with respect to any payment to any Holder who is a fiduciary or a partnership or other than the sole beneficial owner of this Note to the extent that the beneficiary or settlor with respect to such Security fiduciary, the member of such partnership or the beneficial owner of this Note would not have been satisfied in fullentitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner held this Note directly. All references hereunder to principal, interest, premium and other amounts payable hereunder shall be deemed to include references to any Additional Amounts payable as set forth herein. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose.

Special Interest. If the Company has not (ai) on filed the Initial Registration Statement by the Filing Date or prior to (ii) effected the 90th day following the original issue date registration of the Securities, neither Registrable Shares by the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (b) on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement Effectiveness Date (each such event referred to in clauses (ai) through and (dii), a ("“Registration Default")”) or (iii) after the effective date of a Registration Statement, interest such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 20 consecutive calendar days or more than an aggregate of 35 calendar days ("Special Interest"which need not be consecutive calendar days) will accrue on the principal amount during any 12-month period (any such failure or breach under clause (iii) being referred to as a “Lapse Event” and, for purpose of the Securities and the New Securities clause (in addition to the stated interest on the Securities and New Securitiesiii) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-20 or 35 calendar day period, but as applicable, is exceeded being referred to as “Event Date”), then the Company shall pay to the Investors interest (“Special Interest”), not as a penalty, in an amount, with respect to clauses (i) and (ii) per annum equal to 0.15% of such Investor’s Purchase Price for each day that the Registration Default continues and, with respect to clause (iii), on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to 0.15% of such Investor’s Purchase Price; provided, however, that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time and in no event shall the maximum aggregate liquidated damages payable to an Investor under this Section 9(e) exceed 4% of such rate exceed 1.00% per annumInvestor’s Purchase Price. A Registration Default ends upon termination of the Registration Period or, if earlier, (x) in the case of a Registration Default under clause (i) of the definition thereof, when the Initial Registration Statement is filed with the Commission or (y) in the case of a Registration Default under clause (ii) of the definition thereof, when the Initial Registration Statement becomes or is declared effective by the Commission. All obligations of accrued Special Interest shall be paid by the Company and to each Investor on a quarterly basis to an account designated in writing by such Investor. Notwithstanding anything contained herein to the Guarantors set forth in contrary, the preceding paragraph that are outstanding with respect payment of Special Interest shall be the only remedy available to the Investor for any Security at the time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in fullRegistration Default.

Special Interest. If (a) on or prior to the 90th 270th day following the original issue date sale of the Securities, neither the Exchange Offer Registration Statement nor has not been filed with the Commission or on or prior to the 90th day after the obligation to file the Shelf Registration Statement has arisen, the Shelf Registration Statement has not been filed with the Commission, (b) on or prior to the 180th 360th day following the original issue date sale of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effectiveeffective by the Commission, (c) on or prior to the 45th day 30th Business Day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has not been consummated nor the Shelf Registration Statement has been declared effectiveconsummated, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (a) through (d), a ("Registration DefaultREGISTRATION DEFAULT"), interest ("Special InterestSPECIAL INTEREST") will accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of March 4, 2011, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (ai) on or prior to the 90th day following the original issue date of the SecuritiesAugust 31, 2011, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (bii) on or prior to the 180th day following the original issue date of the SecuritiesNovember 29, 2011 neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (ciii) on or prior to the 45th day later of December 29, 2011 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement is first declared effectiveStatement, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (div) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in this in, the Registration Agreement (each such event referred to in clauses (ai) through (div), a ("“Registration Default"”), interest ("“Special Interest"”) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.250.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the Company and the Guarantors set forth foregoing, in the preceding paragraph that are outstanding with respect case of an event referred to any Security at in clause (ii) above, a Registration Default will not be deemed to have occurred so long as the time such Security Issuer has used and is exchanged for a New Security shall survive until such time as all such obligations with respect continuing to such Security have been satisfied in fulluse its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.

Special Interest. If (ai) In the event that (A) the Company and the Guarantors fail to file any of the registration statements required by this Agreement on or before the date specified for such filing, (B) any of such registration statements is not declared effective by the SEC on or prior to the 90th day following date specified for such effectiveness (the original issue date “Effectiveness Target Date”), (C) the Company and the Guarantors fail to consummate the Exchange Offer within 30 Business Days of the Securities, neither Effectiveness Target Date with respect to the Exchange Offer Registration Statement nor (D) the Shelf Registration Statement has been filed with the Commission, (b) on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement effective but thereafter ceases to be effective or usable in connection with resales of Entitled Securities or New Securities in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (aA) through (dD) above, a “Registration Default”), a ("Registration Default"), interest ("Special Interest") will accrue on then the principal amount of the Securities Company and the New Guarantors will pay Special Interest to each holder of Entitled Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which until all Registration Defaults have been curedcured (“Special Interest”). Special Interest will accrue at a rate of 0.25% per annum during With respect to the first 90-day period immediately following the occurrence of such the first Registration Default and shall increase by Default, Special Interest will be paid in an amount equal to 0.25% per annum at of the end principal amount of Entitled Securities outstanding. The amount of the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but in no event shall such rate exceed 1.00up to a maximum amount of Special Interest for all Registration Defaults of 1.0% per annumannum of the principal amount of the Entitled Securities outstanding. All obligations of accrued Special Interest will be paid by the Company and the Guarantors set forth in on the preceding paragraph that are outstanding with respect next scheduled interest payment date to any Security at DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of Certificated Notes by wire transfer to the time accounts specified by them or by mailing checks to their registered addresses if no such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security accounts have been satisfied in fullspecified. Following the cure of all Registration Defaults, the accrual of Special Interest will cease.

Special Interest. The holder of this Note is entitled to the benefits of the Exchange and Registration Rights Agreement, dated as of September 20, 2000, by and among the Company, the Guarantors and the Purchasers named therein. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Exchange and Registration Rights Agreement. If (ai) the Shelf Registration Statement or Exchange Offer Registration Statement, as applicable, under the Exchange and Registration Rights Agreement, is not filed with the Commission on or prior to 90 days after the 90th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the CommissionTrigger Date, (bii) on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been Statement, as the case may be, is not declared effectiveeffective on or prior to 150 days after the Trigger Date, such (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Trigger Date, or (iv) the Shelf Registration Statement is filed and declared effective on or prior to 150 days after the Trigger Date but shall thereafter ceases cease to be effective or usable in connection with resales of Securities or New Securities in accordance with (at any time that the Company and during the periods specified in this Agreement Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 45 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (ai) through (div), a ("Registration DefaultREGISTRATION DEFAULT"), interest ("the Company and the Guarantors will be jointly and severally obligated to pay Special Interest") will accrue on Interest to each holder of Transfer Restricted Notes, during the principal period of one or more such Registration Defaults, in an amount equal to 0.5% per annum, which amount shall increase to 1.0% per annum after the first 120-day period following the occurrence of the Securities and first Registration Default, for the New Securities (in addition to the stated interest on the Securities and New Securities) period from and including the date on which any such of occurrence of the first Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as all no Registration Default is in effect (such obligations amount equal to the "SPECIAL Interest") (after which such Special Interest shall cease to be payable). The Trustee shall have no responsibility with respect to the determination of the amount of any such Security have been satisfied in fullSpecial Interest.

Special Interest. If (a) on or prior to the 90th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (b) on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th [30]th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (a) through (d), a ("Registration Default"), interest ("Special Interest") will accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Special Interest. If (a) on or prior The holder of this Security is entitled to the 90th day following benefits of a Exchange and Registration Rights Agreement, dated as of January 11, 2005, among the original issue date of Company, the Securities, Subsidiary Guarantors named therein and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been Statement, as the case may be, is filed with the Commission, (b) Commission on or prior to the 180th day date which is 90 days following the date of the original issue date issuance of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (cii) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 180 days after the original issuance of the Securities, (iii) if the Exchange Offer Registration Statement has been is declared effective, such the Registered Exchange Offer is not consummated on or prior to 210 days after the date of the original issuance of Securities, (iv) if the Company and the Subsidiary Guarantors are required to file the Shelf Registration Statement in accordance with Section 2 of the Registration Agreement, the Company or any Subsidiary Guarantor does not so file the Shelf Registration Statement on or prior to the 30th day after the Company's obligation to file such Shelf Registration Statement arises, (v) the applicable Registration Statement is filed and declared effective but shall thereafter ceases cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being again effective within 30 days or usable being succeeded within 30 days by an additional Registration Statement filed and declared effective, provided that such 30-day period shall toll during a Suspension Period, or (vi) any Suspension Periods exceed, in connection with resales of Securities or New Securities in accordance with and the aggregate, 75 days during the periods specified in this Agreement any 365-day period (each such event referred to in clauses (ai) through (dvi), a ("Registration Default"), interest ("Special Interest") will accrue on the principal amount of the Securities and the New Securities (in addition Company shall be obligated to the stated interest on the Securities and New Securities) pay Additional Interest from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue , at a rate of 0.25% per annum during on the applicable principal amount of Securities held by such Holder for the first 90-day period immediately following the occurrence of a Registration Default, and such Registration Default and shall rate will increase by an additional 0.25% per annum at the end of with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but provided that the maximum additional rate may in no event shall such rate exceed 1.000.50% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Special Interest. If The Holder of this Note is entitled to the benefits of the Registration Rights Agreement relating to the Notes, dated as of August 3, 1999, between the Company and the Initial Purchasers party thereto (the "Registration Rights Agreement"). In the event that either (a) on or prior the Company fails to the 90th day following the original issue date of the Securities, neither file the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (b) on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective(as such terms are defined in the Registration Rights Agreement) on or before the date specified for such filing in the Registration Rights Agreement, such (b) the Exchange Registration Statement is not declared effective within 150 days after the closing of the sale of the Notes or the Shelf Registration Statement is not declared effective within 90 days from the date such Shelf Registration Statement is filed, (c) the Company fails to complete the Exchange Offer within the specified time frame, or (d) the Exchange Registration Statement or the Shelf Registration Statement is filed and declared effective but is thereafter ceases either withdrawn or becomes subject to be an effective or usable stop order suspending the effectiveness (except as specifically permitted in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement Registration Rights Agreement) without being succeeded immediately by an additional registration statement which becomes effective (each such event referred to in clauses (a) through (d)) above, a ("Registration Default"), then the Company will pay Special Interest pursuant to provisions of the Registration Rights Agreement and the Notes to each holder of the Notes. Special interest ("Special Interest") will accrue on the at a rate per annum equal to $.05 per week per $1,000 principal amount at maturity of the Securities and Notes for the New Securities (in addition first 90 days immediately following the occurrence of the Registration Default, increasing by an additional $.05 per week per $1,000 principal amount at maturity of the Notes with respect to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which each subsequent 90-day period until all Registration Defaults have been cured. , up to a maximum amount of Special Interest for all Registration Defaults of $.50 per week per $1,000 principal amount at maturity of Notes. In each case such additional interest will accrue at a rate be payable in cash semiannually in arrears on each February 1 and August 1, commencing February 1, 2000, to Holders of 0.25% per annum during record on the 90-day period immediately following the occurrence of such Registration Default preceding January 15 and shall increase by 0.25% per annum at the end of each subsequent 90-day periodJuly 15, but in no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in fullrespectively.

Special Interest. If The Holder of this Note is entitled to the benefits of the Registration Rights Agreement relating to the Notes, dated as of August 3, 1999, between the Company and the Initial Purchasers party thereto (the "Registration Rights Agreement"). In the event that either (a) on or prior the Company fails to the 90th day following the original issue date of the Securities, neither file the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (b) on or prior to the 180th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective(as such terms are defined in the Registration Rights Agreement) on or before the date specified for such filing in the Registration Rights Agreement, such (b) the Exchange Registration Statement is not declared effective within 150 days after the closing of the sale of the Notes or the Shelf Registration Statement is not declared effective within 90 days from the date such Shelf Registration Statement is filed, (c) the Company fails to complete the Exchange Offer within the specified time frame, or (d) the Exchange Registration Statement or the Shelf Registration Statement is filed and declared effective but is thereafter ceases either withdrawn or becomes subject to be an effective or usable stop order suspending the effectiveness (except as specifically permitted in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement Registration Rights Agreement) without being succeeded immediately by an additional registration statement which becomes effective (each such event referred to in clauses (a) through (d)) above, a ("Registration Default"), then the Company will pay Special Interest pursuant to provisions of the Registration Rights Agreement and the Notes to each holder of the Notes. Special interest ("Special Interest") will accrue on the at a rate per annum equal to $.05 per week per $1,000 principal amount of the Securities and Notes for the New Securities (in addition first 90 days immediately following the occurrence of the Registration Default, increasing by an additional $.05 per week per $1,000 principal amount of the Notes with respect to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which each subsequent 90-day period until all Registration Defaults have been cured. , up to a maximum amount of Special Interest for all Registration Defaults of $.50 per week per $1,000 principal amount of Notes. In each case such additional interest will accrue at a rate be payable in cash semiannually in arrears on each February 1 and August 1, commencing February 1, 2000, to Holders of 0.25% per annum during record on the 90-day period immediately following the occurrence of such Registration Default preceding January 15 and shall increase by 0.25% per annum at the end of each subsequent 90-day periodJuly 15, but in no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in fullrespectively.

Special Interest. If (ai) on the Company and the Guarantors fail to file within 60 days, or prior cause to the 90th day following the original issue date of the Securitiesbecome effective within 135 days, neither the Exchange Offer Registration Statement nor or (ii) the Company and the Guarantors are obligated to file the Shelf Registration Statement has been and such Shelf Registration Statement is not filed with the Commissionwithin 45 days, (b) on or prior to the 180th day following the original issue date declared effective within 120 days of the Securities, neither Shelf Notice or (iii) the Company and the Guarantors fail to consummate the Exchange Offer Registration Statement nor within 45 days of the Effectiveness Date or (iv) the Shelf Registration Statement has been declared effective, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement effective but thereafter ceases to be effective or usable in connection with resales of Registrable Securities or New Securities in accordance with and during the periods specified in required by this Agreement for a period in excess of 30 days (each such event referred to in clauses (ai) through (div), a ("Registration DefaultREGISTRATION DEFAULT" and the date of such event, the "REGISTRATION DEFAULT DATE"), the Company and the Guarantors hereby agree to pay interest ("Special InterestSPECIAL INTEREST") will accrue to each Holder of Registrable Securities (in the case of a Registration Default described in clause (i) or (iii) above) or to each Holder of Registrable Securities the resale of which is covered or intended to be required by this Agreement to be covered by such Registration Statement (in the case of a Registration Default described in clause (ii) or (iv) above) with respect to the first 90-day period (or portion thereof) commencing on the principal Registration Default Date, in an amount of the Securities and the New Securities equal to 0.5% per annum (in addition to the stated interest on the Securities and New SecuritiesNotes) from and including while the date on which any such Registration Default shall occur to but excluding continues. The amount of the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25shall increase by an additional 0.5% per annum during the each additional 90-day period immediately following the occurrence (or a portion thereof) up to a maximum amount of such Registration Default and shall increase by 0.25% per annum at the end Special Interest of each subsequent 90-day period, but in no event shall such rate exceed 1.001.5% per annum. All accrued Special Interest shall be paid by the Company and the Guarantors on each Special Interest Payment Date to the Holders in the same manner that regular interest on the Notes is paid pursuant to the Indenture. The accrual of Special Interest with respect to such Registrable Securities will cease on the date that the Registration Default is cured relating to such Registrable Securities. The amount of Special Interest will be determined by multiplying the applicable Special Interest rate by the principal amount of such Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any such Registrable Security at the time such Security is exchanged for security ceases to be a New Registrable Security shall survive until such time as all such obligations with respect to such Registrable Security shall have been satisfied in full. The parties hereto agree that the Special Interest provided in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders by reason of the failure of the Exchange Offer Registration Statement or Shelf Registration Statement to be filed, declared effective or to remain effective, as the case may be.