Common use of Authorization of Notes Clause in Contracts

Authorization of Notes. The Company will authorize the issue and sale, in two series, of €150,000,000 aggregate principal amount of its senior notes, of which €50,000,000 aggregate principal amount shall be its Series A Guaranteed Senior Notes due 2015 (the “Series A Notes”) and €100,000,000 aggregate principal amount shall be its Series B Guaranteed Senior Notes due 2020 (the “Series B Notes” and, together with the Series A Notes, the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 15). The Series A Notes and Series B Notes shall be substantially in the form set out in Exhibits 1-A and 1-B, respectively, with such changes therefrom, if any, as may be approved by each Purchaser and the Obligors. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Payment of the principal of, Make-Whole Amount (if any), Net Loss (if any) and interest on the Notes and other amounts owing hereunder shall be unconditionally guaranteed by (i) the Guarantor as provided in Section 14 (and each Note will have the guarantee (each a “Guarantee” and, collectively, the “Guarantees”) of the Guarantor endorsed thereon in the form set forth in Exhibit 2) and (ii) the Subsidiary Guarantors pursuant to their respective Subsidiary Guarantees.

Authorization of Notes. The Company will authorize the issue and sale, sale in two series, four series of €150,000,000 U.S.$500,000,000 and A$100,000,000 aggregate principal amount of its senior notesGuaranteed Senior Notes, of which €50,000,000 U.S.$150,000,000 aggregate principal amount shall be its 3.68% Series A D Guaranteed Senior Notes due 2015 2019 (the “Series A D Notes”), U.S.$200,000,000 aggregate principal amount shall be its 4.27% Series E Guaranteed Senior Notes due 2022 (the “Series E Notes”), U.S.$150,000,000 aggregate principal amount shall be its 4.42% Series F Guaranteed Senior Notes due 2024 (the “Series F Notes”) and €A$100,000,000 aggregate principal amount shall be its 7.04% Series B G Guaranteed Senior Notes due 2020 2022 (the “Series B G Notes” and, together with the Series A D Notes, the Series E Notes and the Series F Notes, the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 15). The Series A Notes and Series B Notes shall be substantially in the respective form set out in Exhibits Exhibit 1-A and A, 1-B, respectively, with such changes therefrom, if any, as may be approved by each Purchaser 1-C and the Obligors. 1-D. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Payment of the principal of, Make-Whole Amount (if any), Net Loss Modified Make-Whole Amount (if any) and interest on the Notes and all other amounts owing hereunder shall be unconditionally guaranteed by by (i) the Guarantor and the Partners as provided in Section 14 (and each Note will have the guarantee (each a “Guarantee” and, collectively, the “Guarantees”) of the Guarantor endorsed thereon in the form set forth in Exhibit 2) and (ii) the Subsidiary Member Guarantors pursuant to as provided in their respective Subsidiary Member Guarantees.

Authorization of Notes. The Company will authorize has authorized the issue and sale, in two series, sale of €150,000,000 $30,000,000 aggregate principal amount of its senior notes8.91% Senior Secured Notes, of which €50,000,000 aggregate principal amount shall be its Series A Guaranteed Senior Notes A, due 2015 September 15, 2003 (the “Series A Notes”) and €100,000,000 ), $50,000,000 aggregate principal amount shall be of its 9.01% Senior Secured Notes, Series B Guaranteed Senior Notes B, due 2020 September 15, 2004 (the “Series B Notes”), and $45,000,000 aggregate principal amount of its 9.11% Senior Secured Notes, Series C, due September 15, 2005 (the “Series C Notes” and, together collectively with the Series A Notes and Series B Notes, the “Notes”, such term to include any such notes Notes issued in substitution therefor pursuant to Section 1513 of this Agreement). The Series A Notes and Series B Notes shall be substantially in the form set out in Exhibits 1-A 1(a), 1(b) and 1-B, respectively, 1(c) with such changes therefrom, if any, as may be approved by each Purchaser you, the Other Purchasers and the ObligorsCompany. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Payment of the principal ofSubject to Section 22, Make-Whole Amount (if any), Net Loss (if any) and interest on the Notes will be secured by a pledge of common stock of each Subsidiary pursuant to the Pledge Agreement. In addition, and other amounts owing hereunder shall also subject to Section 22, the Notes will be unconditionally guaranteed by by each Subsidiary that now or in the future becomes a signatory to the Bank Guarantees (i) the Guarantor as provided in Section 14 (and each Note will have the guarantee (each individually, a “GuaranteeSubsidiary Guarantor” and, and collectively, ,the “GuaranteesSubsidiary Guarantors”) of the Guarantor endorsed thereon pursuant to a guaranty in substantially the form set forth in of Exhibit 21(d) and (ii) the “Subsidiary Guarantors pursuant Guaranty”). The Notes shall rank pari passu with the Company’s Indebtedness to their respective Subsidiary GuaranteesBanks under the Credit Agreements.

Authorization of Notes. The Company will authorize the issue and sale, in two three series, of €150,000,000 U.S.$350,000,000 aggregate principal amount of its senior notes, notes of which €50,000,000 (a) U.S.$100,000,000 aggregate principal amount shall be its 4.54% Series A Guaranteed Senior Notes due 2015 2023 (the “Series A Notes”), (b) and €100,000,000 U.S.$200,000,000 aggregate principal amount shall be its 4.84% Series B Guaranteed Senior Notes due 2020 2026 (the “Series B Notes”) and (c) U.S.$50,000,000 aggregate principal amount shall be its 4.94% Series C Senior Notes due 2028 (the “Series C Notes” and, together with the Series A Notes and the Series B Notes, the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1514). The Series A Notes, Series B Notes and Series B C Notes shall be substantially in the form set out in Exhibits Exhibit 1-A A, 1-B and 1-BC, respectively, with such changes therefrom, if any, as may be approved by each Purchaser and the Obligors. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Payment Subject to Sections 9.8(c) and 9.8(d), payment of the principal of, Make-Whole Amount (if any), Net Loss ) and Modified Make-Whole Amount (if any) and interest on the Notes and other amounts owing hereunder shall be unconditionally guaranteed by (i) by the Guarantor Subsidiary Guarantors as provided in Section 14 (and each Note will have the guarantee (each a “Guarantee” and, collectively, the “Guarantees”) of the Guarantor endorsed thereon in the form set forth in Exhibit 2) and (ii) the Subsidiary Guarantors pursuant to their respective Guarantee of such Subsidiary GuaranteesGuarantors.

Authorization of Notes. The Company will authorize the issue and sale, in two series, of €150,000,000 U.S.$200,000,000 aggregate principal amount of its senior notes, notes of which €50,000,000 (a) U.S.$100,000,000 aggregate principal amount shall be its 2.78% Series A Guaranteed Senior Notes due 2015 2030 (the “"Series A Notes”") and €100,000,000 (b) U.S.$100,000,000 aggregate principal amount shall be its 2.88% Series B Guaranteed Senior Notes due 2020 2032 (the “"Series B Notes” " and, together with the Series A Notes, the “"Notes”", such term to include any such notes issued in substitution therefor pursuant to Section 1514). The Series A Notes and Series B Notes shall be substantially in the form set out in Exhibits Exhibit 1-A and Exhibit 1-B, respectively, with such changes therefrom, if any, as may be approved by each Purchaser and the Obligors. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Payment Subject to Sections 9.8(c) and 9.8(d), payment of the principal of, Make-Whole Amount (if any), Net Loss ) and Modified Make-Whole Amount (if any) and interest on the Notes and other amounts owing hereunder shall be unconditionally guaranteed by (i) by the Guarantor Subsidiary Guarantors as provided in Section 14 (and each Note will have the guarantee (each a “Guarantee” and, collectively, the “Guarantees”) of the Guarantor endorsed thereon in the form set forth in Exhibit 2) and (ii) the Subsidiary Guarantors pursuant to their respective Guarantee of such Subsidiary GuaranteesGuarantors.

Authorization of Notes. The Company will authorize the issue and sale, in two three series, of €150,000,000 U.S.$850,000,000 aggregate principal amount of its senior notes, of which €50,000,000 U.S.$275,000,000 aggregate principal amount shall be its Series A Guaranteed Senior Notes due 2015 2016 (the “Series A Notes”) and €100,000,000 ), U.S.$300,000,000 aggregate principal amount shall be its Series B Guaranteed Senior Notes due 2020 2018 (the “Series B Notes”) and U.S.$275,000,000 aggregate principal amount shall be its Series C Guaranteed Senior Notes due 2021 (the “Series C Notes” and, together with the Series A Notes and the Series B Notes, the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 15). The Series A Notes, Series B Notes and Series B C Notes shall be substantially in the form set out in Exhibits 1-A A, 1-B and 1-BC, respectively, with such changes therefrom, if any, as may be approved by each Purchaser and the Obligors. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Payment of the principal of, Make-Whole Amount (if any), Net Loss (if any) and interest on the Notes and other amounts owing hereunder shall be unconditionally guaranteed by by (i) the Guarantor as provided in Section 14 (and each Note will have the guarantee (each a “Guarantee” and, collectively, the “Guarantees”) of the Guarantor endorsed thereon in the form set forth in Exhibit 2) and (ii) the Subsidiary Guarantors pursuant to their respective Subsidiary Guarantees.

Authorization of Notes. The Company will authorize has authorized the issue and sale, in two series, sale of €150,000,000 $64,000,000 aggregate principal amount of its senior notes7.60% Senior Notes, of which €50,000,000 Series A due September 1, 2004 (the "Series A Notes"), $44,000,000 aggregate principal amount shall be of its 7.74% Senior Notes, Series A Guaranteed Senior Notes B due 2015 September 1, 2006 (the “"Series A B Notes”) "), and €100,000,000 $17,000,000 aggregate principal amount shall be of its 7.95% Senior Notes, Series B Guaranteed Senior Notes C due 2020 September 1, 2009 (the “"Series B C Notes” " and, together collectively with the Series A Notes and Series B Notes, the “"Notes”", such term to include any such notes Notes issued in substitution therefor pursuant to Section 1513 of this Agreement). The Series A Notes and Series B Notes shall be substantially in the form set out in Exhibits 11.1-A A, 1.1-B and 11.1-B, respectively, C with such changes therefrom, if any, as may be approved by each Purchaser you, the Other Purchasers and the ObligorsCompany. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Payment The Notes will be guaranteed by Belden Wire & Cable Company, a Delaware corporation ("Beldxx Xxxe"), Cable Systems Holding Company, a Delaware corporation ("CSH"), and Cable Systems International Inc., a Delaware corporation ("CSI" and, together with Beldxx Xxxe, CSH and any future party to the Subsidiary Guaranty, the "Subsidiary Guarantors"), each a Wholly Owned Subsidiary of the principal ofCompany, Make-Whole Amount pursuant to a guaranty in substantially the form of Exhibit 1.2 (if anythe "Subsidiary Guaranty"), Net Loss (if any) and interest on the . The Notes and other amounts owing hereunder shall be unconditionally guaranteed by (i) senior in the Guarantor as provided in Section 14 (and each Note will have sense that they rank pari passu with the guarantee (each a “Guarantee” and, collectively, the “Guarantees”) Company's other outstanding unsecured Indebtedness that has not been expressly subordinated to any other Indebtedness of the Guarantor endorsed thereon in the form set forth in Exhibit 2) and (ii) the Subsidiary Guarantors pursuant to their respective Subsidiary GuaranteesCompany.

Authorization of Notes. The Company will authorize the issue and sale, in two series, of €150,000,000 $144,000,000 aggregate principal amount of its guaranteed senior notes, of which €50,000,000 $61,000,000 aggregate principal amount shall be its 5.72% Series A Guaranteed Senior Notes due 2015 2010 (the “Series A Notes”) and €100,000,000 $83,000,000 aggregate principal amount shall be its 6.45% Series B Guaranteed Senior Notes due 2020 2014 (the “Series B Notes” and, together with the Series A Notes, the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1514 of this Agreement). The Series A Notes and Series B Notes shall be substantially in the form set out in Exhibits 1-A and 1-B, respectively, with such changes therefrom, if any, as may be approved by each Purchaser and the ObligorsCompany. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Payment of the principal of, Make-Whole Amount (if any), Net Loss (if any) and interest on the Notes and other amounts owing hereunder shall be unconditionally guaranteed by (i) by the Guarantor as provided in Section 14 13 (and each Note will have the guarantee (each a the “Guarantee” and, collectively, the “Guarantees”) of the Guarantor endorsed thereon in the form set forth out in Exhibit 2) and (ii) the Subsidiary Guarantors pursuant to their respective Subsidiary Guarantees).

Authorization of Notes. The Company will authorize the issue and sale, in two series, sale of €150,000,000 $300,000,000 aggregate principal amount of its senior notesSeries 2006-A Guaranteed Senior Notes consisting of (a) $75,000,000 aggregate principal amount of its 5.44% Series 2006-A Guaranteed Senior Notes, Tranche 1, due March 2, 2013 (the “Tranche 1 Notes”), (b) $175,000,000 aggregate principal amount of which €its 5.50% Series 2006-A Guaranteed Senior Notes, Tranche 2, due March 2, 2016 (the “Tranche 2 Notes”) and (c) $50,000,000 aggregate principal amount shall be of its 5.55% Series 2006-A Guaranteed Senior Notes Notes, Tranche 3, due 2015 March 2, 2018 (the “Tranche 3 Notes”; the Tranche 3 Notes together with the Tranche 1 Notes and Tranche 2 Notes are collectively referred to herein as the “Series 2006-A Notes”) and €100,000,000 aggregate principal amount shall be its ). The Series B Guaranteed Senior 2006-A Notes due 2020 (the “Series B Notes” and, together with each Series of Additional Notes which may from time to time be issued pursuant to the Series A Notes, provisions of Section 2.2 are collectively referred to herein as the “Notes”, ” (such term to shall also include any such notes issued in substitution therefor pursuant to Section 1513 of this Agreement). The Series A Tranche 1 Notes, the Tranche 2 Notes and Series B the Tranche 3 Notes shall be substantially in the form forms set out in Exhibits 1-A Exhibit 1(a), Exhibit 1(b) and 1-BExhibit 1(c), respectively, with such changes therefrom, if any, as may be approved by each Purchaser the Purchasers and the ObligorsCompany. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Payment of the principal of, Make-Whole Amount (if any), Net Loss (if any) and interest on the Notes and other amounts owing hereunder shall be unconditionally guaranteed by (i) the Guarantor as provided in Section 14 (and each Note will have the guarantee (each a “Guarantee” and, collectively, the “Guarantees”) of the Guarantor endorsed thereon in the form set forth in Exhibit 2) and (ii) the Subsidiary Guarantors pursuant to their respective Subsidiary Guarantees.

Authorization of Notes. The Company will authorize the issue and sale, in two series, sale of €150,000,000 $220,000,000 aggregate principal amount of its senior notes, of which €50,000,000 $29,000,000 aggregate principal amount shall be its 5.95% Series A Guaranteed Senior Notes due 2015 2005 (the “Series A Notes”) and €100,000,000 ), $46,000,000 aggregate principal amount shall be its 6.43% Series B Guaranteed Senior Notes due 2020 2006 (the “Series B Notes”) and $145,000,000 aggregate principal amount shall be its 6.71% Series C Senior Notes due 2007 (the “Series C Notes” and, together with the Series A Notes and the Series B Notes, the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1513 of this Agreement or the Other Agreements (as hereinafter defined)). The Series A Notes, Series B Notes and Series B C Notes shall be substantially in the form set out in Exhibits 1-A A, 1-B and 1-BC, respectively, with such changes therefrom, if any, as may be approved by each Purchaser you and the ObligorsCompany. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Payment of the principal of, Make-Whole Amount (if any), Net Loss (if any) and interest on the Notes and other amounts owing hereunder shall be unconditionally guaranteed by (i) by the Guarantor Subsidiary Guarantors as provided in Section 14 (and each Note will have the guarantee (each a “Guarantee” and, collectively, the “Guarantees”) of the Guarantor endorsed thereon in the form set forth in Exhibit 2) and (ii) the Subsidiary Guarantors pursuant to their respective Subsidiary Guarantees.

Authorization of Notes. The Company will authorize the issue and sale, in two four series, of €150,000,000 U.S.$500,000,000 aggregate principal amount of its senior notes, of which €50,000,000 U.S.$75,000,000 aggregate principal amount shall be its 3.89% Series A Guaranteed Senior Notes due 2015 2018 (the “Series A Notes”) and €100,000,000 ), U.S.$85,000,000 aggregate principal amount shall be its 4.36% Series B Guaranteed Senior Notes due 2020 (the “Series B Notes”), U.S.$200,000,000 aggregate principal amount shall be its 4.76% Series C Senior Notes due 2022 (the “Series C Notes”) and U.S.$140,000,000 aggregate principal amount shall be its 4.91% Series D Senior Notes due 2024 (the “Series D Notes” and, together with the Series A Notes, the Series B Notes and the Series C Notes, the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1514). The Series A Notes, Series B Notes, Series C Notes and Series B D Notes shall be substantially in the form set out in Exhibits Exhibit 1-A and A, 1-B, 1-C and 1-D, respectively, with such changes therefrom, if any, as may be approved by each Purchaser and the Obligors. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Payment of the principal of, Make-Whole Amount (if any), Net Loss (if any) and interest on the Notes and other amounts owing hereunder shall be unconditionally guaranteed by (i) by the Guarantor Subsidiary Guarantors as provided in Section 14 (and each Note will have the guarantee (each a “Guarantee” and, collectively, the “Guarantees”) of the Guarantor endorsed thereon in the form set forth in Exhibit 2) and (ii) the Subsidiary Guarantors pursuant to their respective Subsidiary Guarantees.

Authorization of Notes. The Company will authorize has authorized the issue and sale, in two series, sale of €150,000,000 (i) $92,000,000 aggregate principal amount of its senior notes7.28% Senior Secured Notes, of which €50,000,000 Series A, due May 30, 2011 (the "Series A Notes") and (ii) $18,000,000 aggregate principal amount shall be of its 7.08% Senior Secured Notes, Series A Guaranteed Senior Notes B, due 2015 May 30, 2008 (the “Series A Notes”) and €100,000,000 aggregate principal amount shall be its Series B Guaranteed Senior Notes due 2020 (the “"Series B Notes” " and, together with the Series A Notes, the “"Notes”", such term to include any such notes Notes issued in substitution therefor pursuant to Section 1513 of this Agreement). The Series A Notes and Series B Notes shall be substantially in the form forms set out in Exhibits 1-A 1(a) and 1-B, respectively1(b), with such changes therefrom, if any, as may be approved by each Purchaser you, the Other Purchasers and the ObligorsCompany. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Payment of the principal ofSubject to Section 22, Make-Whole Amount (if any), Net Loss (if any) and interest on the Notes will be guaranteed by certain Subsidiaries (individually, a "Subsidiary Guarantor" and other amounts owing hereunder shall collectively, the "Subsidiary Guarantors") pursuant to the guaranty in substantially the form of Exhibit 1(c) (the "Subsidiary Guaranty"). In addition, and also subject to Section 22, the Notes will be unconditionally guaranteed by secured by (i) substantially all of the Guarantor as provided in Section 14 (accounts receivable of the Company and each Note will have Subsidiary Guarantor pursuant to the guarantee (each a “Guarantee” and, collectively, the “Guarantees”) of the Guarantor endorsed thereon in the form set forth in Exhibit 2) Security Agreement and (ii) a pledge of all of the outstanding capital stock of each domestic Subsidiary Guarantors Guarantor and 65% of the outstanding capital stock of each foreign Subsidiary pursuant to their respective Subsidiary Guaranteesthe Pledge Agreement. The Notes will rank pari passu with the Company's Indebtedness under the Credit Agreement.

Authorization of Notes. The Company will authorize the issue and sale, in two three series, of €150,000,000 U.S.$600,000,000 aggregate principal amount of its senior notes, notes of which €50,000,000 (a) U.S.$115,000,000 aggregate principal amount shall be its 6.13% Series A Guaranteed Senior Notes due 2015 2017 (the “Series A Notes”), (b) and €100,000,000 U.S.$360,000,000 aggregate principal amount shall be its 6.67% Series B Guaranteed Senior Notes due 2020 (the “Series B Notes”) and (c) U.S.$125,000,000 aggregate principal amount shall be its 6.77% Series C Senior Notes due 2022 (the “Series C Notes” and, together with the Series A Notes and the Series B Notes, the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 1514). The Series A Notes, Series B Notes and Series B C Notes shall be substantially in the form set out in Exhibits Exhibit 1-A A, 1-B and 1-BC, respectively, with such changes therefrom, if any, as may be approved by each Purchaser and the Obligors. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Payment Subject to Sections 9.8(c) and 9.8(d), payment of the principal of, Make-Whole Amount (if any), Net Loss ) and Modified Make-Whole Amount (if any) and interest on the Notes and other amounts owing hereunder shall be unconditionally guaranteed by (i) by the Guarantor Subsidiary Guarantors as provided in Section 14 (and each Note will have the guarantee (each a “Guarantee” and, collectively, the “Guarantees”) of the Guarantor endorsed thereon in the form set forth in Exhibit 2) and (ii) the Subsidiary Guarantors pursuant to their respective Guarantee of such Subsidiary GuaranteesGuarantors.

Authorization of Notes. The Company will authorize the issue and sale, in two series, of €150,000,000 sale of (a) $40,000,000 aggregate principal amount of its senior notes4.67% Senior Notes, of which €50,000,000 aggregate principal amount shall be its Series A Guaranteed Senior Notes A, due 2015 January 15, 2021 (the “Series A Notes”), (b) and €100,000,000 $11,000,000 aggregate principal amount shall be of its 5.25% Senior Notes, Series B Guaranteed Senior Notes B, due 2020 January 15, 2024 (the “Series B Notes” and, together with the Series A ”), (c) $29,000,000 aggregate principal amount of its 5.30% Senior Notes, Series C, due January 15, 2024 (the “Series C Notes”), and (d) $20,000,000 aggregate principal amount of its 5.45% Senior Notes, Series D, due January 15, 2026 (the “Series D Notes”, such term as amended, restated or otherwise modified from time to include time pursuant to Section 17 and including any such notes issued in substitution therefor pursuant to Section 1513, the Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes are hereinafter collectively referred to as the “Notes”). The Series A Notes A, B, C and Series B D Notes shall be substantially in the form respective forms set out in Exhibits 1-A Schedules 1(a), 1(b), 1(c) and 1-B, respectively, with such changes therefrom, if any, as may be approved by each Purchaser and the Obligors1(d). Certain capitalized and other terms used in this Agreement are defined in Schedule B; references B. References to a “Schedule” or an “Exhibit” are, are references to a Schedule attached to this Agreement unless otherwise specified, . References to a Schedule or an Exhibit attached “Section” are references to a Section of this AgreementAgreement unless otherwise specified. Mxxxx Industries, Inc. Note Purchase Agreement Payment of the principal of, Make-Whole Amount (if any), Net Loss (if any) and interest on the Notes and all other amounts owing hereunder and the performance of the obligations of the Company hereunder shall be unconditionally guaranteed by (i) by the Guarantor Subsidiary Guarantors as provided in Section 14 (and each Note will have the guarantee (each a “Guarantee” and, collectively, the “Guarantees”) of the Guarantor endorsed thereon in the form set forth in Exhibit 2) and (ii) the Subsidiary Guarantors pursuant to their respective Subsidiary GuaranteesGuaranty.

Authorization of Notes. The Company will authorize has authorized the issue and sale, in two series, sale of €150,000,000 $30,000,000 aggregate principal amount of its senior notes8.91% Senior Secured Notes, of which €Series A, due September 15, 2003 (the "Series A Notes"), $50,000,000 aggregate principal amount shall be of its 9.01% Senior Secured Notes, Series A Guaranteed Senior Notes B, due 2015 September 15, 2004 (the “"Series A B Notes”) "), and €100,000,000 $45,000,000 aggregate principal amount shall be of its 9.11% Senior Secured Notes, Series B Guaranteed Senior Notes C, due 2020 September 15, 2005 (the “"Series B C Notes” " and, together collectively with the Series A Notes and Series B Notes, the “"Notes”", such term to include any such notes Notes issued in substitution therefor pursuant to Section 1513 of this Agreement). The Series A Notes and Series B Notes shall be substantially in the form set out in Exhibits 1-A 1(a), 1(b) and 1-B, respectively, 1(c) with such changes therefrom, if any, as may be approved by each Purchaser you, the Other Purchasers and the ObligorsCompany. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Payment of the principal ofSubject to Section 22, Make-Whole Amount (if any), Net Loss (if any) and interest on the Notes will be secured by a pledge of common stock of each Subsidiary pursuant to the Pledge Agreement. In addition, and other amounts owing hereunder shall also subject to Section 22, the Notes will be unconditionally guaranteed by by each Subsidiary that now or in the future becomes a signatory to the Bank Guarantees (i) the Guarantor as provided in Section 14 (individually, a "Subsidiary Guarantor" and each Note will have the guarantee (each a “Guarantee” and, collectively, the “Guarantees”"Subsidiary Guarantors") of the Guarantor endorsed thereon pursuant to a guaranty in substantially the form set forth in of Exhibit 21(d) and (ii) the "Subsidiary Guarantors pursuant Guaranty"). The Notes shall rank pari passu with the Company's Indebtedness to their respective Subsidiary GuaranteesBanks under the Credit Agreements.