Common use of Special Mandatory Redemption Clause in Contracts

Special Mandatory Redemption. The Notes will be subject to a special mandatory redemption in the event the Sale Agreement is terminated or the Acquisition is not consummated on or prior to 11:59 p.m., New York City time, on March 31, 2011 (a “Redemption Event”). In that event, the Notes will be redeemed at a special mandatory redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of the Special Redemption Date (as defined below) (the “Special Mandatory Redemption Price”). Upon the occurrence of a Redemption Event, the Company shall give written notice to the Trustee, not later than 2:00 p.m., New York City time, on the immediately following Business Day, that the Notes shall be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, the Company, or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the Notes shall be redeemed without any action from the Holders of the Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the Depository for the Notes on the Special Mandatory Redemption Date; provided, however, that the Company shall deposit with the Trustee an amount sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m., New York City time, on the Special Redemption Date.

Special Mandatory Redemption. The 2020 Notes will be subject to a special mandatory redemption in the event the Sale Merger Agreement is terminated or the Acquisition Merger is not consummated on at or prior to before 11:59 p.m., p.m. (New York City time) on October 15, on March 31, 2011 2010 (a “Redemption Event”). In that event, the 2020 Notes will be redeemed at a special mandatory redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of the Special Redemption Date (as defined below) (the “Special Mandatory Redemption Price”). Upon the occurrence of a Redemption Event, the Company shall give written notice to the Trustee, not later than 2:00 p.m., New York City time, 2 p.m. on the immediately following Business Day, that the 2020 Notes shall be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, the Company, or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the 2020 Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the 2020 Notes shall be redeemed without any action from the Holders of the 2020 Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the Depository for the 2020 Notes on the Special Mandatory Redemption Date; provided, however, that the Company shall deposit with the Trustee an amount sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m., New York City time, on the Special Redemption Date.

Special Mandatory Redemption. The Notes will be subject to a special mandatory redemption in In the event that the Sale Agreement is terminated or the Rexam Acquisition is not consummated on or prior to 11:59 p.m.November 15, New York City time2016, on March 31or if prior to November 15, 2011 2016 the Company notifies the Trustee in writing that the Rexam Acquisition has lapsed or been withdrawn, (such event being a “Mandatory Redemption Event”). In that event, the Company will redeem all outstanding Notes will be redeemed (the “Special Mandatory Redemption”) at a special mandatory redemption price equal to 101100% of the principal amount thereof issue price of such Notes, plus accrued and unpaid interestinterest from the issue date to, but excluding, the Special Mandatory Redemption Date and additional amounts, if any. Notice of the occurrence of a Mandatory Redemption Event will be sent by the Company (a “Special Redemption Notice”) within five Business Days following the occurrence of a Mandatory Redemption Event, to the date of the Trustee. The Special Redemption Date (as defined below) Notice will specify the date fixed for such Special Mandatory Redemption (the “Special Mandatory Redemption PriceDate”), which date may not be any later than 15 days from the date of such Special Redemption Notice. Upon Concurrently with the occurrence delivery of a the Special Redemption EventNotice, the Company shall give written notice to will instruct the Trusteepaying agent to, not later than 2:00 p.m., New York City time, on the immediately following Business Day, that the Notes shall be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, at the Company’s expense, deliver (by first-class mail to each holder’s registered address or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the Notes shall be redeemed without any action from the Holders of the Notes. The Special Mandatory Redemption Price shall be paid otherwise in accordance with the rules procedures of the Depository for the Notes on the Euroclear or Clearstream, as applicable) a notice that a Special Mandatory Redemption Date; provided, however, that will occur on the Company shall deposit with the Trustee an amount sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m., New York City time, on date specified in the Special Redemption DateNotice. Upon the consummation of the Rexam Acquisition (as defined in the Supplemental Indenture), the provisions of this paragraph will terminate and cease to apply.

Special Mandatory Redemption. The Notes will be subject to a special mandatory redemption in In the event that the Sale Agreement is terminated or the Rexam Acquisition is not consummated on or prior to 11:59 p.m.November 15, New York City time2016, on March 31or if prior to November 15, 2011 2016 the Company notifies the Trustee in writing that the Rexam Acquisition has lapsed or been withdrawn, (such event being a “Mandatory Redemption Event”). In that event, the Company will redeem all outstanding Notes will be redeemed (the “Special Mandatory Redemption”) at a special mandatory redemption price equal to 101100% of the principal amount thereof issue price of such Notes, plus accrued and unpaid interestinterest from the issue date to, but excluding, the Special Mandatory Redemption Date and additional amounts, if any. Notice of the occurrence of a Mandatory Redemption Event will be sent by the Company (a “Special Redemption Notice”) within five Business Days following the occurrence of a Mandatory Redemption Event, to the date of the Trustee. The Special Redemption Date (as defined below) Notice will specify the date fixed for such Special Mandatory Redemption (the “Special Mandatory Redemption PriceDate”), which date may not be any later than 15 days from the date of such Special Redemption Notice. Upon Concurrently with the occurrence delivery of a the Special Redemption EventNotice, the Company shall give written notice to will instruct the Trusteepaying agent to, not later than 2:00 p.m., New York City time, on the immediately following Business Day, that the Notes shall be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, at the Company’s expense, deliver (by first-class mail to each Holder’s registered address or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the Notes shall be redeemed without any action from the Holders of the Notes. The Special Mandatory Redemption Price shall be paid otherwise in accordance with the rules procedures of Euroclear or Clearstream, as the Depository for the Notes on the case may be) a notice that a Special Mandatory Redemption Date; provided, however, that will occur on the Company shall deposit with the Trustee an amount sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m., New York City time, on date specified in the Special Redemption DateNotice. Upon the consummation of the Rexam Acquisition, this Section 3.09 will cease to apply.

Special Mandatory Redemption. The Notes will be subject to a special mandatory redemption in In the event that (1) the Sale Agreement is terminated or the Acquisition is Vitro Closing Date does not consummated take place on or prior to 11:59 p.m.May 12, New York City time2016 or (2) at any time prior to May 12, on March 312016, 2011 the Stock Purchase Agreement is terminated in accordance with its terms (any such event being a “Mandatory Redemption Event”). In that event, the Company will redeem all of the 2025 Notes will be redeemed (the “Special Mandatory Redemption”) at a special mandatory redemption price equal to 101100% of the principal amount thereof of the 2025 Notes plus accrued and unpaid interestinterest from the Issue Date to, if anybut not including, to the date of the Special Mandatory Redemption Date (as defined below). Notice of the occurrence of a Mandatory Redemption Event will be delivered by the Company (a “Special Redemption Notice”) within one Business Day and not later than 11:00 A.M. New York City time on such Business Day (or such other time of day acceptable to the Trustee which will permit it to give the notice referred to in the next sentence) following the occurrence of a Mandatory Redemption Event to the Trustee and the Escrow Agent. Concurrently with the delivery of the Special Redemption Notice, the Company will instruct the Trustee to, at the Company’s expense, deliver on the date the Special Redemption Notice is delivered, to each Holder’s registered address or, for 2025 Notes which are represented by Global Securities held by the Depositary, in accordance with the procedures of the Depositary, a notice that a Special Mandatory Redemption will occur (such notice to contain the applicable information set forth in Section 3.03 of the Indenture). On the date that is three Business Days after delivery by the Trustee of such notice of a Special Mandatory Redemption to Holders, the Company will consummate the Special Mandatory Redemption (the date of such redemption, the “Special Mandatory Redemption PriceDate”). Upon the occurrence of a Redemption Event, the Company shall give written notice to the Trustee, not later than 2:00 p.m., New York City time, on the immediately following Business Day, that the Notes shall be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, the Company, or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the Notes shall be redeemed without any action from the Holders of the Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the Depository for the Notes on the Special Mandatory Redemption Date; provided, however, that the Company shall deposit with the Trustee an amount sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m., New York City time, on the Special Redemption Date.

Special Mandatory Redemption. The Notes will be subject to a special mandatory redemption in In the event that the Sale Agreement is terminated or the Rexam Acquisition is not consummated on or prior to 11:59 p.m.November 15, New York City time2016, on March 31or if prior to November 15, 2011 2016 the Company notifies the Trustee in writing that the Rexam Acquisition has lapsed or been withdrawn, (such event being a “Mandatory Redemption Event”). In that event, the Company will redeem all outstanding Notes will be redeemed (the “Special Mandatory Redemption”) at a special mandatory redemption price equal to 101100% of the principal amount thereof issue price of such Notes, plus accrued and unpaid interestinterest from the issue date to, but excluding, the Special Mandatory Redemption Date and additional amounts, if any. Notice of the occurrence of a Mandatory Redemption Event will be sent by the Company (a “Special Redemption Notice”) within five Business Days following the occurrence of a Mandatory Redemption Event, to the date of the Trustee. The Special Redemption Date (as defined below) Notice will specify the date fixed for such Special Mandatory Redemption (the “Special Mandatory Redemption PriceDate”), which date may not be any later than 15 days from the date of such Special Redemption Notice. Upon Concurrently with the occurrence delivery of a the Special Redemption EventNotice, the Company shall give written notice to will instruct the Trusteepaying agent to, not later than 2:00 p.m., New York City time, on the immediately following Business Day, that the Notes shall be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, at the Company’s expense, deliver (by first-class mail to each holder’s registered address or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the Notes shall be redeemed without any action from the Holders of the Notes. The Special Mandatory Redemption Price shall be paid otherwise in accordance with the rules procedures of the Depository for the Notes on the DTC) a notice that a Special Mandatory Redemption Date; provided, however, that will occur on the Company shall deposit with the Trustee an amount sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m., New York City time, on date specified in the Special Redemption DateNotice. Upon the consummation of the Rexam Acquisition (as defined in the Supplemental Indenture), the provisions of this paragraph will terminate and cease to apply.

Special Mandatory Redemption. The Notes will be subject to a special mandatory redemption in the event the Sale Agreement is terminated or the Acquisition is not consummated on or prior to 11:59 p.m.Trustee, New York City time, on March 31, 2011 (a “Redemption Event”). In that event, the Notes will be redeemed at a special mandatory redemption price equal to 101% following receipt of the principal amount thereof plus accrued and unpaid interest, if any, to notice from the date Escrow Agent specified in Section 7(b) of the Special Escrow Agreement on the Redemption Notice Date (as defined belowin the Escrow Agreement), shall promptly (a) notify each Holder (the “Special Mandatory Redemption Price”). Upon the occurrence of with a Redemption Event, the Company shall give written notice copy to the Trustee, not later than 2:00 p.m., New York City time, on Escrow Agent) in accordance with the immediately following Business Day, second paragraph of Section 3.03 that all of the outstanding Notes shall be redeemed as provided herein. Not later than at the fifth Special Mandatory Redemption Price on the next Business Day (or such other minimum period as may be required by DTC) following receipt of the Redemption Notice Date (such notice, the Company, or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) automatically and without any further action by such Holder of the Notes shall be redeemed without any action from and (b) provide written instructions to the Holders of the Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the Depository for the Notes on the Special Mandatory Redemption Date; provided, however, Escrow Agent that the Company shall deposit with the Trustee an amount sufficient to pay specify the Special Mandatory Redemption Price by 10:00 a.m.and the wire payment instructions for amounts to be released from the Escrow Account (as defined in the Escrow Agreement) for the benefit of Holders. In the event that the amount of funds in the Escrow Account for the benefit of the Holders is less than the aggregate amount of the Special Mandatory Redemption Price, the Company shall pay to the Paying Agent, at or prior to 12:00 p.m. (New York City time, ) on the Special Redemption Date, cash equal to such shortfall so as to permit all outstanding Notes to be redeemed on the Special Redemption Date at the Special Mandatory Redemption Price. On the Special Redemption Date, the Company shall cause the Paying Agent to redeem all of the outstanding Notes issued under this Indenture at a redemption price equal to the Special Mandatory Redemption Price.

Special Mandatory Redemption. The Notes will be subject to a special mandatory redemption in In the event that (1) the Sale Agreement is terminated or the Acquisition is Vitro Closing Date does not consummated take place on or prior to 11:59 p.m.May 12, New York City time2016 or (2) at any time prior to May 12, on March 312016, 2011 the Stock Purchase Agreement is terminated in accordance with its terms (any such event being a “Mandatory Redemption Event”). In that event, the Company will redeem all of the 2023 Notes will be redeemed (the “Special Mandatory Redemption”) at a special mandatory redemption price equal to 101100% of the principal amount thereof of the 2023 Notes plus accrued and unpaid interestinterest from the Issue Date to, if anybut not including, to the date of the Special Mandatory Redemption Date (as defined below). Notice of the occurrence of a Mandatory Redemption Event will be delivered by the Company (a “Special Redemption Notice”) within one Business Day and not later than 11:00 A.M. New York City time on such Business Day (or such other time of day acceptable to the Trustee which will permit it to give the notice referred to in the next sentence) following the occurrence of a Mandatory Redemption Event to the Trustee and the Escrow Agent. Concurrently with the delivery of the Special Redemption Notice, the Company will instruct the Trustee to, at the Company’s expense, deliver on the date the Special Redemption Notice is delivered, to each Holder’s registered address or, for 2023 Notes which are represented by Global Securities held by the Depositary, in accordance with the procedures of the Depositary, a notice that a Special Mandatory Redemption will occur (such notice to contain the applicable information set forth in Section 3.03 of the Indenture). On the date that is three Business Days after delivery by the Trustee of such notice of a Special Mandatory Redemption to Holders, the Company will consummate the Special Mandatory Redemption (the date of such redemption, the “Special Mandatory Redemption PriceDate”). Upon the occurrence of a Redemption Event, the Company shall give written notice to the Trustee, not later than 2:00 p.m., New York City time, on the immediately following Business Day, that the Notes shall be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, the Company, or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the Notes shall be redeemed without any action from the Holders of the Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the Depository for the Notes on the Special Mandatory Redemption Date; provided, however, that the Company shall deposit with the Trustee an amount sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m., New York City time, on the Special Redemption Date.

Special Mandatory Redemption. The Notes will be of this series are subject to a special mandatory redemption in the event the Sale Agreement is terminated or the Acquisition is whole (but not consummated on or prior to 11:59 p.m., New York City time, on March 31, 2011 (a “Redemption Event”). In that event, the Notes will be redeemed in part) at a special mandatory redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of the Special Redemption Date (as defined below) (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes of this series, plus accrued and unpaid interest on the principal amount thereof to, but not including, the Special Mandatory Redemption Date (as defined below), if the closing of the Acquisition (as defined below) has not occurred on or prior to November 2, 2012, or if, prior to such date, the SPA (as defined below) is terminated (each, a “Special Mandatory Redemption Event”), in accordance with the provisions set forth herein and in Article IV of the Base Indenture. Upon the occurrence of a Special Mandatory Redemption Event, the Company shall give written notice promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify the Trustee in writing (such date of notification, the “Redemption Notice Date”) that the Notes of this series are to be redeemed on the 30th day following the Redemption Notice Date (such date, the “Special Mandatory Redemption Date”), in each case in accordance with the applicable provisions of Article IV of the Base Indenture. The Trustee, not later than 2:00 upon receipt of the notice specified above, on the Redemption Notice Date shall notify each Holder in accordance with the applicable provisions of Article IV of the Base Indenture that all of the Notes of this series at the time Outstanding shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the Holders of the Notes of this series. At or prior to 12:00 p.m., New York City time, on the immediately following Business Day, that the Notes shall be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, the Company, or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the Notes shall be redeemed without any action from the Holders of the Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the Depository for the Notes on the Special Mandatory Redemption Date; provided, however, that the Company shall deposit with the Trustee an amount funds sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m.for the Notes of this series on such date. If such deposit is made as provided above, New York City time, the Notes of this series will cease to bear interest on and after the Special Mandatory Redemption Date, unless the Company defaults in the payment of the Special Mandatory Redemption Price.

Special Mandatory Redemption. The Notes will be subject to a special mandatory redemption in the event the Sale Agreement is terminated or the Acquisition is not consummated on or prior to 11:59 p.m.Trustee, New York City time, on March 31, 2011 (a “Redemption Event”). In that event, the Notes will be redeemed at a special mandatory redemption price equal to 101% following receipt of the principal amount thereof plus accrued and unpaid interest, if any, to notice from the date Escrow Agent specified in Section 7(b) of the Special Escrow Agreement on the Redemption Notice Date (as defined belowin the Escrow Agreement), shall promptly (a) notify each Holder (the “Special Mandatory Redemption Price”). Upon the occurrence of with a Redemption Event, the Company shall give written notice copy to the Trustee, not later than 2:00 p.m., New York City time, on Escrow Agent) in accordance with the immediately following Business Day, second paragraph of Section 3.03 of the Indenture that all of the outstanding Notes shall be redeemed as provided herein. Not later than at the fifth Special Mandatory Redemption Price on the next Business Day (or such other minimum period as may be required by DTC) following receipt of the Redemption Notice Date (such notice, the Company, or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) automatically and without any further action by such Holder of the Notes shall be redeemed without any action from and (b) provide written instructions to the Holders of the Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the Depository for the Notes on the Special Mandatory Redemption Date; provided, however, Escrow Agent that the Company shall deposit with the Trustee an amount sufficient to pay specify the Special Mandatory Redemption Price by 10:00 a.m.and the wire payment instructions for amounts to be released from the Escrow Account (as defined in the Escrow Agreement) for the benefit of Holders. In the event that the amount of funds in the Escrow Account for the benefit of the Holders is less than the aggregate amount of the Special Mandatory Redemption Price, the Company shall pay to the Paying Agent, at or prior to 12:00 p.m. (New York City time, ) on the Special Redemption Date, cash equal to such shortfall so as to permit all outstanding Notes to be redeemed on the Special Redemption Date at the Special Mandatory Redemption Price. On the Special Redemption Date, the Company shall cause the Paying Agent to redeem all of the outstanding Notes issued under this Indenture at a redemption price equal to the Special Mandatory Redemption Price.

Special Mandatory Redemption. The Notes will be subject to a special mandatory redemption in In the event that the Sale Agreement is terminated or the Rexam Acquisition is not consummated on or prior to 11:59 p.m.November 15, New York City time2016, on March 31or if prior to November 15, 2011 2016 the Company notifies the Trustee in writing that the Rexam Acquisition has lapsed or been withdrawn, (such event being a “Mandatory Redemption Event”). In that event, the Company will redeem all outstanding Notes will be redeemed (the “Special Mandatory Redemption”) at a special mandatory redemption price equal to 101100% of the principal amount thereof issue price of such Notes, plus accrued and unpaid interestinterest from the issue date to, but excluding, the Special Mandatory Redemption Date and additional amounts, if any. Notice of the occurrence of a Mandatory Redemption Event will be sent by the Company (a “Special Redemption Notice”) within five Business Days following the occurrence of a Mandatory Redemption Event, to the date of the Trustee. The Special Redemption Date (as defined below) Notice will specify the date fixed for such Special Mandatory Redemption (the “Special Mandatory Redemption PriceDate”), which date may not be any later than 15 days from the date of such Special Redemption Notice. Upon Concurrently with the occurrence delivery of a the Special Redemption EventNotice, the Company shall give written notice to will instruct the Trusteepaying agent to, not later than 2:00 p.m., New York City time, on the immediately following Business Day, that the Notes shall be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, at the Company’s expense, deliver (by first-class mail to each holder’s registered address or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the Notes shall be redeemed without any action from the Holders of the Notes. The Special Mandatory Redemption Price shall be paid otherwise in accordance with the rules procedures of the Depository for the Notes on the DTC) a notice that a Special Mandatory Redemption Date; provided, however, that will occur on the Company shall deposit with the Trustee an amount sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m., New York City time, on date specified in the Special Redemption DateNotice. Upon the consummation of the Rexam Acquisition, this Section 3.09 will cease to apply.

Special Mandatory Redemption. The Notes will be of this series are subject to a special mandatory redemption in the event the Sale Agreement is terminated or the Acquisition is whole (but not consummated on or prior to 11:59 p.m., New York City time, on March 31, 2011 (a “Redemption Event”). In that event, the Notes will be redeemed in part) at a special mandatory redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of the Special Redemption Date (as defined below) (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes of this series, plus accrued and unpaid interest on the principal amount of Notes of this series to, but excluding, the Special Mandatory Redemption Date (as defined below), if (i) the closing of the Acquisition has not occurred on or prior to November 11, 2016 (or if, pursuant to the Purchase Agreement, the Termination Date (as defined therein) is automatically extended, the date (not later than 18 months after November 11, 2015) to which the Termination Date is so extended), or (ii) if, prior to such date, the Company notifies the Trustee in writing that it will not pursue the Acquisition. Each of (i) and (ii) is a “Special Mandatory Redemption Event”). Upon the occurrence of a Special Mandatory Redemption Event, the Company shall give written notice promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify the Trustee in writing (such date of notification, the “Redemption Notice Date”) that the Notes of this series are to be redeemed on the 30th day following the Redemption Notice Date (such date, the “Special Mandatory Redemption Date”), in each case in accordance with the applicable provisions of Article IV of the Base Indenture. The Trustee, not later than 2:00 upon receipt of the notice specified above, on the Redemption Notice Date shall notify each Holder in accordance with the applicable provisions of Article IV of the Base Indenture that all of the Notes of this series at the time Outstanding shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the Holders of the Notes of this series. At or prior to 12:00 p.m., New York City time, on the immediately following Business Day, that the Notes shall be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, the Company, or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the Notes shall be redeemed without any action from the Holders of the Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the Depository for the Notes on the Special Mandatory Redemption Date; provided, however, that the Company shall deposit with the Trustee an amount funds sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m.for the Notes of this series on such date. If such deposit is made as provided above, New York City time, the Notes of this series will cease to bear interest on and after the Special Mandatory Redemption Date., unless the Company defaults in the payment of the Special Mandatory Redemption Price.](3)

Special Mandatory Redemption. The Notes will be subject to a special mandatory redemption If the Escrow Agent shall not have received the Officer’s Certificate described in Section 4.15(b) of the event the Sale Agreement is terminated or the Acquisition is not consummated Indenture, on or prior to 11:59 p.m.January 30, New York City time2015, on March 31or if the Company notifies the Escrow Agent in writing that it will not pursue the consummation of the Acquisition, 2011 or that the Transaction Agreement shall have been amended, modified or waived in a manner that would be materially adverse to the Company and its Subsidiaries (after giving effect to the Acquisition), taken as a “Redemption Event”). In that eventwhole, or to the Holders, as determined in good faith by the Company, the Notes will be redeemed at a special mandatory redemption price equal Escrow Agent shall, without the requirement of notice to 101% of or action by the principal amount thereof plus accrued and unpaid interestCompany, if anythe Trustee or any other Person, release the Escrowed Property (including investment earnings) to the Trustee (the date of such termination, the Special Redemption “Escrow Termination Date”) and the Trustee shall draw on the full amount of the Escrow Letter of Credit. On the day falling five (5) Business Days after the Escrow Termination Date (as defined below) (the “Special Mandatory Redemption PriceDate”). Upon the occurrence of a Redemption Event, the Company shall give written notice to the Trustee, not later than 2:00 p.m., New York City time, on the immediately following Business Day, that the Notes shall Securities will be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, the Company, or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption DateMandatory Redemption”) and the Notes shall be redeemed without any action from the Holders at a redemption price equal to 100% of the Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the Depository for the Notes on initial issue price plus accrued and unpaid interest to, but not including, the Special Mandatory Redemption Date; provided, however, that the Company . The Issuers shall deposit with deliver to the Trustee an amount sufficient and DTC, no later than the date that is five (5) Business Days prior to pay the Special Mandatory Redemption Price by 10:00 a.m.Date, New York City time, on a redemption notice setting forth the Special Mandatory Redemption Date. Promptly after the Special Mandatory Redemption Date, the Trustee will pay to the Company any amount held in excess of the amount necessary to effect the Special Mandatory Redemption.

Special Mandatory Redemption. The Notes will be of this series are subject to a special mandatory redemption in the event the Sale Agreement is terminated or the Acquisition is whole (but not consummated on or prior to 11:59 p.m., New York City time, on March 31, 2011 (a “Redemption Event”). In that event, the Notes will be redeemed in part) at a special mandatory redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of the Special Redemption Date (as defined below) (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes of this series, plus accrued and unpaid interest on the principal amount of Notes of this series to, but excluding, the Special Mandatory Redemption Date (as defined below), if (i) the closing of the Acquisition has not occurred on or prior to November 11, 2016 (or if, pursuant to the Purchase Agreement, the Termination Date (as defined therein) is automatically extended, the date (not later than 18 months after November 11, 2015) to which the Termination Date is so extended), or (ii) if, prior to such date, the Company notifies the Trustee in writing that it will not pursue the Acquisition. Each of (i) and (ii) is a “Special Mandatory Redemption Event”). Upon the occurrence of a Special Mandatory Redemption Event, the Company shall give written notice promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify the Trustee in writing (such date of notification, the “Redemption Notice Date”) that the Notes of this series are to be redeemed on the 30th day following the Redemption Notice Date (such date, the “Special Mandatory Redemption Date”), in each case in accordance with the applicable provisions of Article IV of the Base Indenture. The Trustee, not later than 2:00 upon receipt of the notice specified above, on the Redemption Notice Date shall notify each Holder in accordance with the applicable provisions of Article IV of the Base Indenture that all of the Notes of this series at the time Outstanding shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the Holders of the Notes of this series. At or prior to 12:00 p.m., New York City time, on the immediately following Business Day, that the Notes shall be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, the Company, or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the Notes shall be redeemed without any action from the Holders of the Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the Depository for the Notes on the Special Mandatory Redemption Date; provided, however, that the Company shall deposit with the Trustee an amount funds sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m.for the Notes of this series on such date. If such deposit is made as provided above, New York City time, the Notes of this series will cease to bear interest on and after the Special Mandatory Redemption Date., unless the Company defaults in the payment of the Special Mandatory Redemption Price.](4)

Special Mandatory Redemption. The Notes will be of this series are subject to a special mandatory redemption in the event the Sale Agreement is terminated or the Acquisition is whole (but not consummated on or prior to 11:59 p.m., New York City time, on March 31, 2011 (a “Redemption Event”). In that event, the Notes will be redeemed in part) at a special mandatory redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of the Special Redemption Date (as defined below) (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes of this series, plus accrued and unpaid interest on the principal amount of Notes of this series to, but excluding, the Special Mandatory Redemption Date (as defined below), if (i) the closing of the Acquisition has not occurred on or prior to November 11, 2016 (or if, pursuant to the Purchase Agreement, the Termination Date (as defined therein) is automatically extended, the date (not later than 18 months after November 11, 2015) to which the Termination Date is so extended), or (ii) if, prior to such date, the Company notifies the Trustee in writing that it will not pursue the Acquisition. Each of (i) and (ii) is a “Special Mandatory Redemption Event”). Upon the occurrence of a Special Mandatory Redemption Event, the Company shall give written notice promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify the Trustee in writing (such date of notification, the “Redemption Notice Date”) that the Notes of this series are to be redeemed on the 30th day following the Redemption Notice Date (such date, the “Special Mandatory Redemption Date”), in each case in accordance with the applicable provisions of Article IV of the Base Indenture. The Trustee, not later than 2:00 upon receipt of the notice specified above, on the Redemption Notice Date shall notify each Holder in accordance with the applicable provisions of Article IV of the Base Indenture that all of the Notes of this series at the time Outstanding shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the Holders of the Notes of this series. At or prior to 12:00 p.m., New York City time, on the immediately following Business Day, that the Notes shall be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, the Company, or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the Notes shall be redeemed without any action from the Holders of the Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the Depository for the Notes on the Special Mandatory Redemption Date; provided, however, that the Company shall deposit with the Trustee an amount funds sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m.for the Notes of this series on such date. If such deposit is made as provided above, New York City time, the Notes of this series will cease to bear interest on and after the Special Mandatory Redemption Date., unless the Company defaults in the payment of the Special Mandatory Redemption Price.](2)

Special Mandatory Redemption. The Notes will be subject to a special mandatory redemption in In the event that (i) the Sale Agreement is terminated or the Acquisition Merger is not consummated on or prior to 11:59 p.m.January 27, New York City time2015, on March 31(ii) the Merger Agreement is terminated prior to January 27, 2011 2015 or (a iii) the Company publicly announces that it will no longer pursue the Merger (the earliest of any such events, the “Special Mandatory Redemption Triggering Event”). In that event, the Company shall redeem all of the outstanding Notes will be redeemed on the Special Mandatory Redemption Date for cash at a special mandatory redemption price equal to 101% of the principal amount thereof of such Notes, plus accrued and unpaid interest, if any, accrued thereon to, but excluding, the Special Mandatory Redemption Date. Notwithstanding the foregoing, the Company shall pay any interest installment due on an Interest Payment Date which occurs on or prior to the Special Mandatory Redemption Date to the Holders of the Notes of the applicable Series as of the close of business on the applicable record date immediately preceding such Interest Payment Date. The Company shall cause the notice of special mandatory redemption to be sent, with a copy to the Trustee, within five Business Days after the occurrence of the Special Mandatory Redemption Triggering Event (if any) to each Holder of Notes of each Series at its registered address, and shall redeem the Notes on the date specified in such notice of redemption (which shall be no later than five Business Days following the date of the Special Redemption Date (as defined belowsuch notice) (such date specified in such notice of redemption, the “Special Mandatory Redemption PriceDate”). Upon the occurrence of a Redemption Event, the Company shall give written notice to the Trustee, not later than 2:00 p.m., New York City time, on the immediately following Business Day, that the Notes shall be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, the Company, or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the Notes shall be redeemed without any action from the Holders of the Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the Depository for the Notes on the Special Mandatory Redemption Date; provided, however, that the Company shall deposit with the Trustee an amount sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m., New York City time, on the Special Redemption Date.

Special Mandatory Redemption. The Notes will be subject to a special mandatory redemption in the event the Sale Agreement is terminated or the Acquisition is not consummated on or prior to 11:59 p.m., New York City time, on March 31, 2011 (a “Redemption Event”). In that event, the 2028 Notes will be redeemed in whole at a special mandatory redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of the Special Redemption Date (as defined below) (the “Special Mandatory Redemption Price”) equal to 100% of the issue price of the 2028 Notes (as set forth on the cover of the Offering Memorandum), plus accrued and unpaid interest thereon, if any, from April 9, 2018 (or, if after the October 1, 2018 interest payment date, from October 1, 2018) to, but excluding, the Special Mandatory Redemption Date (as defined below), in the event that on or prior to October 6, 2018, (i) the Stahlgruber Acquisition is not consummated or (ii) the Stahlgruber Agreement is terminated. Each of the events specified in clauses (i) and (ii) in the preceding sentence is herein referred to as a “Special Mandatory Redemption Event.” Upon the occurrence of a Special Mandatory Redemption Event, the Company Parent shall give written notice to the Trustee, not promptly (but in no event later than 2:00 p.m.five business days following such Special Mandatory Redemption Event) notify the Trustee and the Paying Agent in writing (such date of notification, New York City timethe “Redemption Notice Date”) that 2028 Notes are to be redeemed on the fifth business day following the Redemption Notice Date (such date, the “Special Mandatory Redemption Date”), in each case in accordance with Section 3.07 of the Indenture. Parent, on the immediately following Business DayRedemption Notice Date, shall send, or cause to be sent, a notice to each Holder in accordance with Section 3.07 of the Indenture that all of the outstanding 2028 Notes shall be redeemed as provided herein. Not later than at the fifth Business Day following receipt of such notice, the Company, or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the Notes shall be redeemed without any action from the Holders of the Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the Depository for the Notes on the Special Mandatory Redemption Date automatically and without any further action by the Holders of the 2028 Notes. At or prior to 10:00 a.m. (London time) on the Special Mandatory Redemption Date (but not prior to the Special Mandatory Redemption Date; provided), however, that the Company Issuer shall deposit with the Trustee an amount funds sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m., New York City time, for the 2028 Notes on the Special Mandatory Redemption Date. If such deposit is made as provided above, the 2028 Notes will cease to bear interest on and after the Special Mandatory Redemption Date and Holders of the 2028 Notes, only right will be to receive payment of the applicable Special Mandatory Redemption Price upon surrender of their 2028 Notes.