Common use of Special Interest Clause in Contracts

Special Interest. The holder of this Security is entitled to the 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 Issue Date, the Exchange 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 is filed with the Commission, or (iii) by the 210th day following the Issue Date, the Exchange Offer is not consummated or the Shelf Registration Statement is not declared effective with respect thereto (each such event referred to in clauses (i) through (iii), 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 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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.

Special Interest. The holder parties hereto agree that the Holders of this Security is entitled the Securities will suffer damages, and that it would not be feasible to ascertain the benefits extent of a Registration Agreementsuch damages with precision, 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 if (i) by the 150th day following the Issue Date, the Exchange Offer a Registration Statement is not filed with the CommissionCommission on or prior to 90 days after the Closing Date, (ii) by the 180th day following the Issue Date, neither the Exchange Offer Registration Statement or a Shelf Registration Statement, if applicable, is not declared effective nor (if on or prior to 150 days after the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with the CommissionClosing Date, or (iii) by the 210th day following the Issue Date, the Registered Exchange Offer is not consummated on or prior to 180 days after the Shelf Closing Date or (iv) a Registration Statement is not filed and declared effective on or prior to 150 days after the Closing Date but shall thereafter cease to be effective or usable (at any time that the Company is obligated to maintain the effectiveness thereof) in connection with respect thereto resales of Securities or New Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective on or prior to the date specified for such effectiveness in this Agreement (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”"), interest Special Interest will accrue on the applicable Securities and the New Securities (in addition to the stated interest on such the Securities and the New 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 date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. 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 of 0.5% per annum equal to 0.25% during the 90-day period immediately following the occurrence of the principal amount of the Securities which, except as provided below, shall be the sole and exclusive remedy for 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 accrued Special Interest shall be payable paid to Holders in cash semiannually in arrears each June 1 and December 1the 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 Company will have no other liabilities parties hereto agree that the Special Interest provided 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 this Section 5 constitutes a reasonable estimate of the damages that may be incurred by Holders of Securities by reason of the occurrence of a Registration Agreement, the holders shall be entitled to, and the Company shall not oppose the granting of, equitable relief, including injunction and specific performanceDefault.

Special Interest. The holder of this Security Note is entitled to the benefits of a the Exchange and Registration Rights Agreement, dated as of December 11the date hereof, 1997, by and among the Company and the Purchasers named therein (the “Registration Agreement”)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. In the event that If (i) by the 150th day following the Issue Date, the Exchange Offer Registration Statement is not filed with the CommissionCommission within 90 days following the Trigger Date, (ii) by the 180th day following Shelf Registration Statement is not filed within 30 days after, or is not declared effective within 150 days after, filing is required or requested pursuant to the Issue DateExchange and Registration Rights Agreement, neither (iii) the Exchange Offer Registration Statement is not declared effective nor on or prior to 150 days after the Trigger Date, (if iv) the Registered Exchange Offer is not permitted as described aboveconsummated on or prior to 180 days after the Trigger Date, or (v) the Shelf Registration Statement is filed with and declared effective but shall thereafter cease to be effective prior to the Commission, or (iii) by the 210th day following the Issue Date, the Exchange Offer is not consummated or end of the Shelf Registration Statement is not declared effective with respect thereto Period (other than during a Suspension Period permitted under the Exchange and Registration Rights Agreement) (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) (each such event referred to in clauses (i) through (iiiv), a “Registration Default”), interest the Company and the Guarantors will accrue on be jointly and severally obligated to pay Special Interest to each holder of Transfer Restricted Notes, during the applicable Securities (in addition to stated interest on such Securities) which, except as provided below, shall be the sole and exclusive remedy for period of one or more such Registration Default from and including Defaults, at the next day following each rate equal to $0.05 per week per $1,000 of principal amount at Maturity for the first 90 days during the period of one or more such Registration Defaults, which amount shall increase by $0.05 per week per $1,000 of principal amount at Maturity for each subsequent 90-day period during the continuance of one or more Registration Default. In each case , until such additional interest time as no Registration Default is in effect (such amount equal to the “Special Interest”) will be payable in cash semiannually in arrears each June 1 and December 1), at up to a rate per annum equal to 0.25% of the principal amount of such Securities for each such Registration Default. The aggregate maximum amount of Special Interest payable pursuant to the above provisions will in no event exceed 0.25% for all Registration Defaults of $0.192 per annum week per $1,000 of the principal amount of such Securities which, except as provided below, at Maturity. All accrued Special Interest shall be paid to Holders in the sole and exclusive remedy same manner as interest payments on the Notes on semi-annual payment dates which correspond to interest payments for such the Notes. Following the cure of all 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) aboveDefaults, the accrual of 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) abovecease. The Company will Trustee shall have no other liabilities for monetary damages responsibility with respect to the above; provided, however, that in the event the Company breaches, fails to comply with or violates certain provisions determination 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 exclusive remedy for any such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceSpecial Interest.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11April 28, 19972015, among Parent, the Company Issuer and the Initial Purchasers named therein therein, or any other similar Registration Agreement for the registration of Additional Securities (the 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. In the event that If (i) by the 150th day following the Issue Dateon or prior to January 23, 2016, neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission, (ii) by the 180th day following the Issue Dateon or prior to April 22, 2016 neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with has been declared effective, (iii) on or prior to the Commissionlater of May 22, 2016 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iiiiv) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with respect thereto resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement (each such event referred to in clauses (i) through (iiiiv), 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 accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities for each (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. The aggregate amount of Special Interest payable pursuant to will accrue at a rate of 0.50% per annum during the above provisions will in no event exceed 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. Special Interest will be computed on the principal amount basis of such Securities whicha 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, except in the case of an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as provided below, shall be the sole Issuer has used and exclusive remedy for such Registration Default. Upon (a) the filing of is continuing to use its reasonable best efforts to cause 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceeffective.

Special Interest. The holder of this Security is entitled If (a) on or prior to the 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 Issue Date, the Exchange Offer Registration Statement is not filed with the Commission, (ii) by the 180th day following the original Issue DateDate of the Notes, neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is has been filed with the Commission, (b) on or (iii) by prior to the 210th 240th day following the original Issue DateDate of the Notes, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective by the Commission, (c) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is not 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 is not has been declared effective, such registration statement thereafter ceases to be effective or usable in connection with respect thereto resales of Notes or Exchange Notes in accordance with and during the periods specified in the Registration Rights Agreement (each such event referred to in clauses (ia) through (iiid), 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 whichNotes, except as provided belowthe Additional Notes and the Exchange Notes (in addition to the stated interest on the Notes, Additional Notes and the Exchange Notes) from and including the date on which any such Registration Default shall be occur to but excluding the sole and exclusive remedy for date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall be payable increase by 0.50% per annum at the end of each subsequent 90-day period, but in cash semiannually no event shall such rate exceed 2.00% per annum. All Obligations of the Company and the Subsidiary Guarantors set forth in arrears each June 1 and December 1. The Company will have no other liabilities for monetary damages the preceding paragraph that are outstanding with respect to any Note at the above; provided, however, that time such Note is exchanged for an Exchange Note shall survive until such time as all such Obligations with respect to such Notes have been satisfied 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 performancefull.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11November 13, 19972015, among Parent, the Company Issuer and the Initial Purchasers named therein therein, or any other similar Registration Agreement for the registration of Additional Securities (the 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. In the event that If (i) by the 150th day following the Issue Dateon or prior to August 9, 2016, neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission, (ii) by the 180th day following the Issue Dateon or prior to November 7, 2016 neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with has been declared effective, (iii) on or prior to the Commissionlater of December 7, 2016 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iiiiv) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with respect thereto resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement (each such event referred to in clauses (i) through (iiiiv), 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 accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities for each (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. The aggregate amount of Special Interest payable pursuant to will accrue at a rate of 0.50% per annum during the above provisions will in no event exceed 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. Special Interest will be computed on the principal amount basis of such Securities whicha 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, except in the case of an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as provided below, shall be the sole Issuer has used and exclusive remedy for such Registration Default. Upon (a) the filing of is continuing to use its reasonable best efforts to cause 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceeffective.

Special Interest. The holder Holder of this Security is entitled to the benefits of a the Registration AgreementRights Agreement dated September 21, dated as of December 112010, 1997, among between the Company and the representative of the several 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) by the 150th day following the Issue Date, the Exchange 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 is has been filed (or confidentially submitted) with the CommissionCommission on or prior to the 180th day following the original issue date, (ii) neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective on or prior to the 360th day following the original issue date, or (iii) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated 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 at any time that the Company is not declared effective with respect thereto obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (i) through (iii), ) above being referred to herein as 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”) shall accrue on the principal amount of Securities affected by such Registration Default (in addition to stated interest on the 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, at a rate 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 0.75% per annum. The Special Interest will be payable in cash semiannually in arrears each June 1 January 21 or July 21 and December 1otherwise 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 payments of or in respect of principal, at a rate per annum equal interest and premium, if any, on or with respect to 0.25% this Note and all payments to the Trustee under Section 607 of the principal amount 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 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 whatever nature (or interest on any of the principal amount of such Securities whichforegoing) imposed, except as provided belowlevied, shall be the sole and exclusive remedy for such Registration Default. Upon collected, withheld or assessed (a“Taxes”) the filing by, within or on behalf of the Exchange Offer Registration Statement after 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 150-day period Company is required to make any withholding or deduction described in clause (i) above, (b) the effectiveness preceding sentence with respect to any payment made in respect of the Exchange Offer Registration Statement Notes, the Company will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amounts received by the Holders hereof (including Additional Amounts) 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 StatementTrustee, as the case may be, after such withholding or deduction shall equal the 210respective 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 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 described in clause period; (ii) for any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, duty, fine, assessment or other governmental charge; (iii) aboveif held by or on behalf of a 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 Special Interest 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 Securities as payment be made to another Paying Agent in a result member state of the applicable Registration Default will cease to accrue. For purposes European Union; or (viii) any combination 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), (iv), (v), (vi) aboveor (vii). The Company will have In addition, no other liabilities for monetary damages Additional Amounts shall be paid with respect to any payment to any Holder who is a fiduciary or a partnership or other than the above; provided, however, that in the event the Company breaches, fails to comply with or violates certain provisions sole beneficial owner 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 this Note 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 extent 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 (beneficiary 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. The Company will have no other liabilities for monetary damages settlor with respect to such fiduciary, the above; providedmember of such partnership or the beneficial owner of this Note would not have been entitled to Additional Amounts had such beneficiary, howeversettlor, that in 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 event the Company breaches, fails to comply with or violates certain further provisions of this Note set forth on the Registration Agreementreverse hereof, which further provisions shall for all purposes have the holders 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 toto any benefits under the Indenture, and the Company shall not oppose the granting of, equitable relief, including injunction and specific performanceor 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 December 11January 13, 19972012, among Parent, the Company Issuer and the Initial Purchasers named therein therein, or any other similar Registration Agreement for the registration of Additional Securities (the 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. In the event that If (i) by the 150th day following the Issue Dateon or prior to July 11, 2012, neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission, (ii) by the 180th day following the Issue Dateon or prior to October 9, 2012 neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with has been declared effective, (iii) on or prior to the Commissionlater of November 8, 2012 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iiiiv) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with respect thereto resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement (each such event referred to in clauses (i) through (iiiiv), 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 accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities for each (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. The aggregate amount of Special Interest payable pursuant to will accrue at a rate of 0.50% per annum during the above provisions will in no event exceed 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. Special Interest will be computed on the principal amount basis of such Securities whicha 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, except in the case of an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as provided below, shall be the sole Issuer has used and exclusive remedy for such Registration Default. Upon (a) the filing of is continuing to use its reasonable best efforts to cause 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceeffective.

Special Interest. The holder of this Security is entitled to the benefits of a Exchange and Registration Rights Agreement, dated as of December 11August 16, 19972010, among the Company Company, the 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) by the 150th day following the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement, as the case may be, is not filed with the CommissionSEC on or prior to the date which is 150 days following the date of the original issuance of the Securities, (ii) by the 180th day following Exchange Offer Registration Statement or the Issue DateShelf Registration Statement, neither 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 is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with the Commission, or (iii) by the 210th day following the Issue Dateeffective, 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 for the offer and sale of 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 not filed and declared effective with respect thereto 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 aggregate, 75 days during any 365-day period (each such event referred to in clauses (i) through (iiivi), a “Registration Default”), interest will accrue on the applicable Securities (in addition to stated interest on such Securities) which, except as provided below, Company shall be the sole and exclusive remedy for such Registration Default obligated to pay Additional Interest from and including the next day following each date on which the first such Registration Default. In each case such additional interest (Default shall occur to but excluding the “Special Interest”) will be payable in cash semiannually in arrears each June 1 and December 1date on which all Registration Defaults have been cured, at a rate of 0.25% per annum equal to 0.25% of on the applicable principal amount of Securities held by such Securities Holder for each such the first 90-day period immediately following the occurrence of a Registration Default. The aggregate amount of Special Interest payable pursuant , and such rate will increase by an additional 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, provided that the above provisions will maximum additional rate may in no event exceed 0.250.50% 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceannum.

Special Interest. The holder of this Security is entitled If (a) on or prior to the 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 270th day following the Issue Datesale of the Securities, the Exchange Offer Registration Statement is 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, (iib) by on or prior to the 180th 360th day following the Issue Datesale of the Securities, neither the Exchange Offer Registration Statement has not been declared effective by the Commission, (c) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is declared effective nor effective, the Registered Exchange Offer has not been consummated, or (if d) after either the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with the Commission, or (iii) by the 210th day following the Issue Date, the Exchange Offer is not consummated or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with respect thereto resales of Securities or New Securities in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (ia) through (iiid), a “Registration Default”("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, 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 be occur to but excluding the sole and exclusive remedy for 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 be payable increase by 0.25% per annum at the end of each subsequent 90-day period, but in cash semiannually no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in arrears each June 1 and December 1. The Company will have no other liabilities for monetary damages the preceding paragraph that are outstanding with respect to any Security at the above; provided, however, that 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 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 performancefull.

Special Interest. The holder of this Security is entitled If (a) on or prior to the 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 90th day following the Issue Date, original issue date of the Exchange Offer Registration Statement is not filed with the Commission, (ii) by the 180th day following the Issue DateSecurities, neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is has been filed with the Commission, (b) on or (iii) by prior to the 210th 180th day following the Issue Dateoriginal 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 [30]th day following the date the Exchange Offer Registration Statement is not 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 is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with respect thereto resales of Securities or New Securities in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (ia) through (iiid), 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, 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 be occur to but excluding the sole and exclusive remedy for 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 be payable increase by 0.25% per annum at the end of each subsequent 90-day period, but in cash semiannually no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in arrears each June 1 and December 1. The Company will have no other liabilities for monetary damages the preceding paragraph that are outstanding with respect to any Security at the above; provided, however, that 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 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 performancefull.

Special Interest. The holder of this Security is entitled to the benefits of a Exchange and Registration Rights Agreement, dated as of December January 11, 19972005, among the Company Company, the 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) by the 150th day following the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement, as the case may be, is not filed with the CommissionCommission on or prior to the date which is 90 days following the date of the original issuance of the Securities, (ii) by the 180th day following Exchange Offer Registration Statement or the Issue DateShelf Registration Statement, neither 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 is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with the Commission, or (iii) by the 210th day following the Issue Dateeffective, 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 not filed and declared effective with respect thereto 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 (vi) any Suspension Periods exceed, in the aggregate, 75 days during any 365-day period (each such event referred to in clauses (i) through (iiivi), a “"Registration Default”"), interest will accrue on the applicable Securities (in addition to stated interest on such Securities) which, except as provided below, Company shall be the sole and exclusive remedy for such Registration Default obligated to pay Additional Interest from and including the next day following each date on which the first such Registration Default. In each case such additional interest (Default shall occur to but excluding the “Special Interest”) will be payable in cash semiannually in arrears each June 1 and December 1date on which all Registration Defaults have been cured, at a rate of 0.25% per annum equal to 0.25% of on the applicable principal amount of Securities held by such Securities Holder for each such the first 90-day period immediately following the occurrence of a Registration Default. The aggregate amount of Special Interest payable pursuant , and such rate will increase by an additional 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, provided that the above provisions will maximum additional rate may in no event exceed 0.250.50% 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceannum.

Special Interest. The holder of this Security is entitled If (a) on or prior to the 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 180th day following the Issue Datedate of the original issuance of the Securities (or if such 180th day is not a Business Day, the next succeeding Business Day), neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission, (iib) by on or prior to the 180th 270th day following the Issue Datedate of the original issuance of the Securities (or if such 270th day is not a Business Day, the next succeeding Business Day), neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective by the Commission, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement is declared effective nor (or if such 45th day is not a Business Day, the next succeeding Business Day), the Registered Exchange Offer has not been consummated, or (d) after either the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with the Commission, or (iii) by the 210th day following the Issue Date, the Exchange Offer is not consummated or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable (except as permitted in this Agreement) in connection with respect thereto resales of Securities or New Securities in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (ia) through (iiid), 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 accrue 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 affected Securities which, except as provided below, and 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 be occur to but excluding the sole and exclusive remedy for 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. Special Interest shall be payable the exclusive remedy available to the Holders for a Registration Default. All obligations of the Company and the Guarantors set forth in cash semiannually in arrears each June 1 and December 1. The Company will have no other liabilities for monetary damages the preceding paragraph that are outstanding with respect to any Security at the above; provided, however, that 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 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 performancefull.

Special Interest. The holder Holder of this Security Note is entitled to the benefits of a the Registration AgreementRights Agreement relating to the Notes, dated as of December 11August 3, 19971999, among between the Company and the Initial Purchasers named therein party thereto (the “"Registration Rights 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 either (ia) by the 150th day following the Issue Date, Company fails to file the Exchange Offer Registration Statement or the Shelf Registration Statement (as such terms are defined in the Registration Rights Agreement) on or before the date specified for such filing in the Registration Rights Agreement, (b) the Exchange 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 within 150 days after the Exchange Offer is not permitted as described above) closing of the Shelf Registration Statement is filed with sale of the Commission, or (iii) by the 210th day following the Issue Date, the Exchange Offer is not consummated Notes or the Shelf Registration Statement is not declared effective with respect thereto 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 either withdrawn or becomes subject to an effective stop order suspending the effectiveness (except as specifically permitted in the Registration Rights Agreement) without being succeeded immediately by an additional registration statement which becomes effective (each such event referred to in clauses (ia) through (iiid) above, a "Registration Default"), a “then the Company will pay Special Interest pursuant to provisions of the Registration Default”), Rights Agreement and the Notes to each holder of the Notes. Special interest will accrue on at a rate per annum equal to $.05 per week per $1,000 principal amount at maturity of the applicable Securities (in addition to stated interest on such Securities) which, except as provided below, shall be Notes for the sole and exclusive remedy for such Registration Default from and including first 90 days immediately following the next day following each such 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 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 (the “Special Interest”) will be payable in cash semiannually in arrears on each June February 1 and December August 1, at a rate per annum equal commencing February 1, 2000, to 0.25% Holders 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 record 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 paragraphJanuary 15 and July 15, 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performancerespectively.

Special Interest. The holder of this Security is entitled If (a) on or prior to the 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 60th day following the Issue Date, original issue date of the Exchange Offer Registration Statement is not filed with the Commission, (ii) by the 180th day following the Issue DateSecurities, neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is has been filed with the Commission, (b) on or (iii) by prior to the 210th day following the Issue Dateoriginal issue date of the Securities, neither the Exchange Offer is not Registration Statement nor the Shelf Registration Statement has been declared effective by the Commission, (c) on or prior to the 240th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement has been consummated nor has the Shelf Registration Statement been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with respect thereto resales of Securities or New Securities in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (ia) through (iiid), 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 Transfer Restricted Securities which, except as provided below, 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 be occur to but excluding the sole and exclusive remedy for 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 be payable increase by 0.25% per annum at the end of each subsequent 90-day period, but in cash semiannually no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in arrears each June 1 and December 1. The Company will have no other liabilities for monetary damages the preceding paragraph that are outstanding with respect to any Security at the above; provided, however, that 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 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 performancefull.

Special Interest. The holder Holder of this Security Note is entitled to the benefits of a the Registration AgreementRights Agreement relating to the Notes, dated as of December 11August 3, 19971999, among between the Company and the Initial Purchasers named therein party thereto (the “"Registration Rights 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 either (ia) by the 150th day following the Issue Date, Company fails to file the Exchange Offer Registration Statement or the Shelf Registration Statement (as such terms are defined in the Registration Rights Agreement) on or before the date specified for such filing in the Registration Rights Agreement, (b) the Exchange 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 within 150 days after the Exchange Offer is not permitted as described above) closing of the Shelf Registration Statement is filed with sale of the Commission, or (iii) by the 210th day following the Issue Date, the Exchange Offer is not consummated Notes or the Shelf Registration Statement is not declared effective with respect thereto 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 either withdrawn or becomes subject to an effective stop order suspending the effectiveness (except as specifically permitted in the Registration Rights Agreement) without being succeeded immediately by an additional registration statement which becomes effective (each such event referred to in clauses (ia) through (iiid) above, a "Registration Default"), a “then the Company will pay Special Interest pursuant to provisions of the Registration Default”), Rights Agreement and the Notes to each holder of the Notes. Special interest will accrue on at a rate per annum equal to $.05 per week per $1,000 principal amount of the applicable Securities (in addition to stated interest on such Securities) which, except as provided below, shall be Notes for the sole and exclusive remedy for such Registration Default from and including first 90 days immediately following the next day following each such occurrence of the Registration Default, increasing by an additional $.05 per week per $1,000 principal amount of the Notes with respect to 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 (the “Special Interest”) will be payable in cash semiannually in arrears on each June February 1 and December August 1, at a rate per annum equal commencing February 1, 2000, to 0.25% Holders 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 record 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 paragraphJanuary 15 and July 15, 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performancerespectively.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11March 4, 19972011, among Parent, the Company Issuer and the Initial Purchasers named therein therein, or any other similar Registration Agreement for the registration of Additional Securities (the 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. In the event that If (i) by the 150th day following the Issue Dateon or prior to August 31, 2011, neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission, (ii) by the 180th day following the Issue Dateon or prior to November 29, 2011 neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with has been declared effective, (iii) on or prior to the Commissionlater of December 29, 2011 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iiiiv) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with respect thereto resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement (each such event referred to in clauses (i) through (iiiiv), 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 accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities for each (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. The aggregate amount of Special Interest payable pursuant to will accrue at a rate of 0.50% per annum during the above provisions will in no event exceed 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. Special Interest will be computed on the principal amount basis of such Securities whicha 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, except in the case of an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as provided below, shall be the sole Issuer has used and exclusive remedy for such Registration Default. Upon (a) the filing of is continuing to use its reasonable best efforts to cause 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceeffective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11, 1997, among If (i) 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 Guarantors fail to them in the Registration Agreement. In the event that (i) by the 150th day following the Issue Datefile within 60 days, or cause to become effective within 135 days, the Exchange Offer Registration Statement or (ii) the Company and the Guarantors are obligated to file the Shelf Registration Statement and such Shelf Registration Statement is not filed with within 45 days, or declared effective within 120 days of the Commission, Shelf Notice or (iiiii) by the 180th day following Company and the Issue Date, neither Guarantors fail to consummate the Exchange Offer within 45 days of the Effectiveness Date or (iv) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective nor (if but thereafter ceases to be effective or usable in connection with resales of Registrable Securities during the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with the Commission, or (iii) periods required by the 210th day following the Issue Date, the Exchange Offer is not consummated or the Shelf Registration Statement is not declared effective with respect thereto this Agreement for a period in excess of 30 days (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”"REGISTRATION DEFAULT" and the date of such event, the "REGISTRATION DEFAULT DATE"), the Company and the Guarantors hereby agree to pay interest will accrue on the applicable ("SPECIAL INTEREST") to each Holder of Registrable Securities (in addition to stated interest on such Securities) which, except as provided below, shall be the sole and exclusive remedy for such case of a 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) 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 Registration Default Date, in an amount equal to 0.5% per annum (bin addition to the stated interest on the Notes) while the effectiveness Registration Default continues. The amount of the Special Interest shall increase by an additional 0.5% per annum during each additional 90-day period (or a portion thereof) up to a maximum amount of Special Interest of 1.5% 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 ceases to be a 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 the filing of the Shelf Registration Statement after the 180-day period described in clause (ii) above to be filed, declared effective or (c) the consummation of the Exchange Offer for such Securities or the effectiveness of a Shelf Registration Statementto remain effective, 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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.

Special Interest. The holder of this Security is entitled to the benefits of a Exchange and Registration Rights Agreement, dated as of December 11February 12, 19972003, among the Company Company, the 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) by the 150th day following the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement, as the case may be, is not filed with the CommissionCommission on or prior to the date which is 90 days following the date of the original issuance of the Securities, (ii) by the 180th day following Exchange Offer Registration Statement or the Issue DateShelf Registration Statement, neither 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 is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with the Commission, or (iii) by the 210th day following the Issue Dateeffective, 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 not filed and declared effective with respect thereto 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 (vi) any Suspension Periods exceed, in the aggregate, 75 days during any 365-day period (each such event referred to in clauses (i) through (iiivi), a “"Registration Default”"), interest will accrue on the applicable Securities (in addition to stated interest on such Securities) which, except as provided below, Company shall be the sole and exclusive remedy for such Registration Default obligated to pay Additional Interest from and including the next day following each date on which the first such Registration Default. In each case such additional interest (Default shall occur to but excluding the “Special Interest”) will be payable in cash semiannually in arrears each June 1 and December 1date on which all Registration Defaults have been cured, at a rate of 0.25% per annum equal to 0.25% of on the applicable principal amount of Securities held by such Securities Holder for each such the first 90-day period immediately following the occurrence of a Registration Default. The aggregate amount of Special Interest payable pursuant , and such rate will increase by an additional 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, provided that the above provisions will maximum additional rate may in no event exceed 0.250.50% 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceannum.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11March 22, 19972016, among Parent, the Company Issuer and the Initial Purchasers named therein therein, or any other similar Registration Agreement for the registration of Additional Securities (the 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. In the event that If (i) by the 150th day following the Issue Dateon or prior to December 17, 2016, neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission, (ii) by the 180th day following the Issue Dateon or prior to March 17, 2017 neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with has been declared effective, (iii) on or prior to the Commissionlater of April 16, 2017 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iiiiv) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with respect thereto resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement (each such event referred to in clauses (i) through (iiiiv), 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 accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities for each (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. The aggregate amount of Special Interest payable pursuant to will accrue at a rate of 0.50% per annum during the above provisions will in no event exceed 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. Special Interest will be computed on the principal amount basis of such Securities whicha 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, except in the case of an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as provided below, shall be the sole Issuer has used and exclusive remedy for such Registration Default. Upon (a) the filing of is continuing to use its reasonable best efforts to cause 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceeffective.

Special Interest. (a) The holder Issuer, the Subsidiary Guarantors and the Initial Purchasers agree that the Holders of this Security is entitled Notes will suffer damages if the Issuer fails to fulfil its obligations under Sections 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Special Interest") under the circumstances and to the benefits extent set forth below (each of a Registration Agreement, dated as of December 11, 1997, among the Company which shall be given independent effect and the Purchasers named therein (the “Registration Agreement”). Capitalized terms used in this paragraph (b) but shall not defined herein have the meanings assigned to them in the Registration Agreement. In the event that be duplicative): (i) by the 150th day following the Issue Date, if the Exchange Offer Registration Statement is has not been filed with on or prior to the CommissionFiling Date, then, commencing on the 271th day after the date of the Indenture, Special Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date, such Special Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period, or part thereof; or (ii) by the 180th day following the Issue Date, neither if the Exchange Offer Registration Statement is not declared effective nor by the SEC on or prior to the 330th day after the date of the Indenture, then, commencing on the 331th day after the date of the Indenture, Special Interest shall accrue on the Notes included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the 330th day after the date of the Indenture, such Special Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period, or part thereof; or (iii) if the Registered Exchange Offer has not been consummated on or prior to the 360th day after the date of the Indenture, Special Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the 361st day after the date of the Indenture, such Special Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period, or part thereof; or (iv) if required, the Shelf Registration Statement with respect to the Notes is not permitted as described above) declared effective on or prior to the earlier of 60 days after the Shelf Registration Statement is filed with or 400 days after the Commissiondate of the Indenture, or (iii) by Special Interest shall accrue on the 210th day Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Issue Date, the Exchange Offer is not consummated or earlier of 60 clays after the Shelf Registration Statement is not declared effective with respect thereto (filed or 400 days after the date of the Indenture, such Special Interest rate increasing by an additional 0.50% per annum at the beginning of each such event referred to in clauses (i) through (iii)subsequent 90-day period, a “Registration Default”)or part thereof; provided, interest will however, that Special Interest may 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 maximum 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 0.251.50% per annum of the principal amount of such Securities whichNotes; and provided, except as provided belowfurther, shall be the sole and exclusive remedy for such Registration Default. Upon that (a1) upon the filing of the Exchange Offer Registration Statement after as required hereunder (in the 150-day period described in case of clause (i) aboveof this Section 4(a)), (b2) upon the effectiveness of the Exchange Offer Registration Statement or as required hereunder (in the filing case of the Shelf Registration Statement after the 180-day period described in clause (iiiii) above or of this Section 4(a)), (c3) upon the consummation of the Exchange Offer for such Securities or (in the case of clause (iii) of this Section 4(a)), and (4) upon the effectiveness of a the Shelf Registration StatementStatement with respect to the Notes as required hereunder (in the case of clause (iv) of this Section 4(a)), Special Interest on the affected Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue; and, provided further, that if after the 210-day period described any such Special Interest ceases to accrue, a different event specified in clause (iiii) abovethrough (iv) above occurs, the Special Interest will again accrue as described. (b) The Issuer shall inform the Luxembourg Stock Exchange and publish a notice in a Luxembourg newspaper in the event of any accrual of Special Interest or any other change in the rate of interest payable on the Notes, no later than the commencement of such Securities accrual. The Issuer shall notify the Trustee within five business days after each and every date on which an event occurs in respect of which Special Interest is required to be paid (an "Event Date"). Any amounts of Special Interest due pursuant to paragraph (a)(i), (a)(ii), (a)(iii), or (a)(iv) of this Section 4 will be payable to the Depositary or its nominee in its capacity as a result the registered holder of affected Notes in cash semi-annually on each January 15 and July 15 (to the applicable Registration Default will cease holders of record on the January 1 and July 1 immediately preceding such dates), commencing with the first such date occurring after any Special Interest commences to accrue. For purposes The amount 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 will be determined by multiplying the applicable Special Interest rate per annum equal to 0.25% of by the principal amount of the Securities whichaffected Notes of such Holders, except as provided belowmultiplied by a fraction, shall be the sole and exclusive remedy for numerator of which is the number of days such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. The Company will have no other liabilities for monetary damages with respect to Special Interest rate was applicable during such period (determined on the above; providedbasis of a 360-day year comprised of twelve 30-day months and, however, that in the event the Company breaches, fails to comply with or violates certain provisions case of the Registration Agreementa partial month, the holders shall be entitled toactual number of days elapsed), and the Company denominator of which is 360. The Issuer shall not oppose notify the granting of, equitable relief, including injunction and specific performanceTrustee within five Business Days of the cessation of any requirement to pay Special Interest hereunder.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11August 1, 19972012, among the Company Issuer and the Initial Purchasers named therein therein, or any other similar Registration Agreement for the registration of Additional Securities (the 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. In the event that If (i) by the 150th day following the Issue Dateon or prior to April 28, 2013, neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission, (ii) by the 180th day following the Issue Dateon or prior to July 27, 2013 neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with has been declared effective, (iii) on or prior to the Commissionlater of August 26, 2013 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iiiiv) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with respect thereto resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement (each such event referred to in clauses (i) through (iiiiv), 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 accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities for each (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. The aggregate amount of Special Interest payable pursuant to will accrue at a rate of 0.50% per annum during the above provisions will in no event exceed 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. Special Interest will be computed on the principal amount basis of such Securities whicha 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, except in the case of an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as provided below, shall be the sole Issuer has used and exclusive remedy for such Registration Default. Upon (a) the filing of is continuing to use its reasonable best efforts to cause 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceeffective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11October 30, 19972006, among Parent, the Company Issuer and the Initial Purchasers named therein therein, or any other similar Registration Agreement for the registration of Additional Securities (the 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. In the event that If (i) by the 150th day following the Issue Dateon or prior to January 28, 2007, neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission, (ii) by the 180th day following the Issue Dateon or prior to May 28, 2007, neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with has been declared effective, (iii) on or prior to July 7, 2007, neither the CommissionExchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iiiiv) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with respect thereto resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement (each such event referred to in clauses (i) through (iiiiv), 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 accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities for each (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. The aggregate amount of Special Interest payable pursuant to will accrue at a rate of 0.50% per annum during the above provisions will in no event exceed 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. Special Interest will be computed on the principal amount basis of such Securities whicha 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, except in the case of an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as provided below, shall be the sole Issuer has used and exclusive remedy for such Registration Default. Upon (a) the filing of is continuing to use its reasonable best efforts to cause 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceeffective.

Special Interest. The holder of this Security is entitled If (a) on or prior to the 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 90th day following the Issue Date, original issue date of the Exchange Offer Registration Statement is not filed with the Commission, (ii) by the 180th day following the Issue DateSecurities, neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is has been filed with the Commission, (b) on or (iii) by prior to the 210th 180th day following the Issue Dateoriginal 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 not consummated first declared effective, neither the Registered Exchange Offer has been 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 is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with respect thereto resales of Securities or New Securities in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (ia) through (iiid), 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 accrue 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, 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 be occur to but excluding the sole and exclusive remedy for 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 be payable increase by 0.25% per annum at the end of each subsequent 90-day period, but in cash semiannually no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in arrears each June 1 and December 1. The Company will have no other liabilities for monetary damages the preceding paragraph that are outstanding with respect to any Security at the above; provided, however, that 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 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 performancefull.

Special Interest. The holder of this Security is entitled to the 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 (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (iA) 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 150th day following SEC on or prior to the Issue date specified for such effectiveness (the “Effectiveness Target Date”), (C) the Company and the Guarantors fail to consummate the Exchange Offer within 30 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement is not filed with (D) the Commission, (ii) by the 180th day following the Issue Date, neither Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective nor (if but thereafter ceases to be effective or usable in connection with resales of Entitled Securities during the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with the Commission, or (iii) by the 210th day following the Issue Date, the Exchange Offer is not consummated or the Shelf Registration Statement is not declared effective with respect thereto periods specified in this Agreement (each such event referred to in clauses (iA) through (iii)D) above, a “Registration Default”), interest then the Company and the Guarantors will accrue on the applicable pay Special Interest to each holder of Entitled Securities until all Registration Defaults have been cured (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”) ). With respect to the first 90-day period immediately following the occurrence of the first Registration Default, Special Interest will be payable paid in cash semiannually in arrears each June 1 and December 1, at a rate per annum an amount 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 Entitled Securities which, except as provided below, shall be the sole and exclusive remedy for such Registration Defaultoutstanding. Upon (a) the filing The amount of the Exchange Offer Registration Statement after the 150Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period described in clause (i) aboveuntil all Registration Defaults have been cured, (b) the effectiveness up to a maximum amount 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 for all 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 1.0% per annum equal to 0.25% of the principal amount of the Entitled Securities whichoutstanding. All accrued Special Interest will be paid by the Company and the Guarantors on the next scheduled interest payment date to 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 accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. Following the cure of all Registration Defaults, except the accrual of Special Interest will cease. (ii) The Company and the Guarantors shall deliver to the Trustee an Officer’s Certificate (as provided below, for in the Indenture) within five Business Days after each and every date on which an event occurs in respect of which Special Interest is required to be paid (an “Event Date”). Special Interest shall be paid in arrears by depositing with the sole and exclusive remedy Trustee, in trust, for such Registration Default and the benefit of the Holders of Entitled Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Special Interest then due. The Special Interest due shall be payable in cash semiannually in arrears on each June 1 and December 1. The Company will have no other liabilities for monetary damages with respect interest payment date to the above; provided, however, that record Holder of Notes entitled to receive the interest payment to be paid on such date as set forth in the event Indenture. Each obligation to pay Special Interest shall be deemed to accrue from, and including the day following, the applicable Event Date. Notwithstanding anything to the contrary herein, (i) the Company breaches, fails and the Guarantors shall not be required to comply with or violates certain provisions of the pay Special Interest for more than one Registration Agreement, the holders shall be entitled to, Default at any given time and (ii) the Company shall not oppose the granting of, equitable relief, including injunction and specific performancebe obligated to pay Special Interest during a Shelf Suspension Period permitted by Section 2(b)(ii) hereof.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11January 20, 19972010, among Parent, the Company Issuer and the Initial Purchasers named therein therein, or any other similar Registration Agreement for the registration of Additional Securities (the 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. In the event that If (i) by the 150th day following the Issue Dateon or prior to July 19, 2010, neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission, (ii) by the 180th day following the Issue Dateon or prior to October 17, 2010 neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with has been declared effective, (iii) on or prior to the Commissionlater of November 16, 2010 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iiiiv) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with respect thereto resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement (each such event referred to in clauses (i) through (iiiiv), 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 accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities for each (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. The aggregate amount of Special Interest payable pursuant to will accrue at a rate of 0.50% per annum during the above provisions will in no event exceed 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. Special Interest will be computed on the principal amount basis of such Securities whicha 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, except in the case of an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as provided below, shall be the sole Issuer has used and exclusive remedy for such Registration Default. Upon (a) the filing of is continuing to use its reasonable best efforts to cause 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceeffective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 111, 19972014, among the Company Issuer and the Initial Purchasers named therein therein, or any other similar Registration Agreement for the registration of Additional Securities (the 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. In the event that If (i) by the 150th day following the Issue Dateon or prior to August 28, 2015, neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission, (ii) by the 180th day following the Issue Dateon or prior to November 26, 2015 neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with has been declared effective, (iii) on or prior to the Commissionlater of December 26, 2015 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iiiiv) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with respect thereto resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement (each such event referred to in clauses (i) through (iiiiv), 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 accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities for each (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. The aggregate amount of Special Interest payable pursuant to will accrue at a rate of 0.50% per annum during the above provisions will in no event exceed 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. Special Interest will be computed on the principal amount basis of such Securities whicha 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, except in the case of an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as provided below, shall be the sole Issuer has used and exclusive remedy for such Registration Default. Upon (a) the filing of is continuing to use its reasonable best efforts to cause 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceeffective.

Special Interest. The holder of this Security is entitled to the 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 If (i) by the 150th day following the Issue Date, the Exchange Offer any Registration Statement required by this Agreement is not filed with the CommissionCommission on or prior to the date specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the 180th day following Commission on or prior to the Issue date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), neither (iii) the Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement is declared effective nor (Statement, or longer if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with the Commissionrequired by federal securities law, or (iiiiv) by subject to the 210th day following the Issue Dateprovisions of Section 6(c)(i) below, the Exchange Offer is not consummated or the Shelf any Registration Statement required by this Agreement is not filed and declared effective with respect thereto but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within two Business Days by a post effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately (each such event referred to in clauses (i) through (iiiiv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then the Company and the Guarantors hereby jointly and severally agree to pay special interest will to each Holder of Transfer Restricted Securities which, in addition to the base interest that would otherwise 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 aggregate 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 whichNotes constituting Transfer Restricted Securities, 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 of 0.25% per annum equal to for the first 90 days of the Registration Default Period, and will increase by an additional 0.25% of the principal amount of the Securities which, except as provided below, shall be the sole and exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. The Company will have no other liabilities for monetary damages per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of special interest of 1.00% per annum for the above; providedremaining Registration Default Period. All accrued special interest shall be paid by the Company and the Guarantors on each Damages Payment Date to The Depository Trust Company or its nominee by wire transfer of immediately available funds or by federal funds check and to Record Holders of Transfer Restricted Securities held as Definitive Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified, however, that as provided in the event Indenture. Following the cure of all Registration Defaults, relating to any particular Transfer Restricted Securities, the accrual of special interest with respect to such Transfer Restricted Securities will cease. All obligations of the Company breaches, fails to comply with or violates certain provisions of the Registration Agreement, the holders shall be entitled to, and the Company Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall not oppose the granting of, equitable relief, including injunction and specific performancesurvive until such time as all such obligations with respect to such security shall have been satisfied in full.

Special Interest. The holder Holder of this Security Note is entitled to the benefits of a the Registration AgreementRights Agreement dated July 22, dated as of December 112014, 1997, among between the Company and the representative of the several 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) by the 150th day following the Issue Date, the Exchange 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 is has been filed (or confidentially submitted) with the CommissionCommission on or prior to the 180th day following the original issue date, (ii) neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective on or prior to the 360th day following the original issue date, or (iii) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated 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 at any time that the Company is not declared effective with respect thereto obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (i) through (iii), ) above being referred to herein as 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”) shall accrue on the principal amount of Securities affected by such Registration Default (in addition to stated interest on the 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, at a rate 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 0.75% per annum. The Special Interest will be payable in cash semiannually in arrears each June February 1 or August 1 and December 1otherwise 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 payments and deliveries of or in respect of principal, at a rate per annum equal interest and premium, if any, on or with respect to 0.25% this Note and all payments to the Trustee under Section 607 of the principal amount 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 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 whatever nature (or interest on any of the principal amount of such Securities whichforegoing) (“Taxes”) imposed, except as provided belowlevied, shall be the sole and exclusive remedy for such Registration Default. Upon (a) the filing collected, withheld or assessed by, within or on behalf of the Exchange Offer Registration Statement after 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 150-day period force of law. If the Company is required to make any withholding or deduction described in clause (i) above, (b) the effectiveness preceding sentence with respect to any payment or delivery made in respect of the Exchange Offer Registration Statement Notes, the Company will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amounts received by the Holders hereof (including Additional Amounts) 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 StatementTrustee, as the case may be, after such withholding or deduction shall equal the 210respective 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 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 described in clause period; (ii) for any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, duty, fine, assessment or other governmental charge; (iii) aboveif held by or on behalf of a 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 Special Interest 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 Securities as payment be made to another Paying Agent in a result member state of the applicable Registration Default will cease to accrue. For purposes European Union; or (viii) any combination 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), (iv), (v), (vi) aboveor (vii). The Company will have In addition, no other liabilities for monetary damages Additional Amounts shall be paid with respect to any payment to any Holder who is a fiduciary or a partnership or other than the above; provided, however, sole beneficial owner of this Note to the extent that in the event the Company breaches, fails beneficiary or settlor with respect to comply with or violates certain provisions of the Registration Agreementsuch fiduciary, the holders member of such partnership or the beneficial owner of this Note would not have been 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 entitled to, and the Company shall not oppose the granting of, equitable relief, including injunction and specific performancedeemed to include references to any Additional Amounts payable as set forth herein. In the event that a Shelf Registration Statement is declared effective If Additional Amounts actually paid with respect to this Note pursuant to the preceding paragraph preceding are based on rates of deduction or withholding of Taxes imposed by a Taxing Authority in excess of the immediately preceding paragraphappropriate rate applicable to the Holder, if 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 fails will be entitled to keep receive such Registration Statement continuously effective claim for refund or credit and incurs no other obligation (including, for the period required 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 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 or on behalf 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 Trustee under the Securities Act without Indenture, this Note shall not be entitled to any limitation benefits under classes (c), (e), (f) and (h) of Rule 144the Indenture, 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 exclusive remedy valid or obligatory for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceany purpose.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11November 14, 19972013, among Parent, the Company Issuer and the Initial Purchasers named therein therein, or any other similar Registration Agreement for the registration of Additional Securities (the 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. In the event that If (i) by the 150th day following the Issue Dateon or prior to August 11, 2014, neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission, (ii) by the 180th day following the Issue Dateon or prior to November 9, 2014 neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with has been declared effective, (iii) on or prior to the Commissionlater of December 9, 2014 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iiiiv) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with respect thereto resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement (each such event referred to in clauses (i) through (iiiiv), 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 accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities for each (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. The aggregate amount of Special Interest payable pursuant to will accrue at a rate of 0.50% per annum during the above provisions will in no event exceed 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. Special Interest will be computed on the principal amount basis of such Securities whicha 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, except in the case of an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as provided below, shall be the sole Issuer has used and exclusive remedy for such Registration Default. Upon (a) the filing of is continuing to use its reasonable best efforts to cause 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceeffective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11November 26, 19972013, among Parent, the Company Issuer and the Initial Purchasers named therein therein, or any other similar Registration Agreement for the registration of Additional Securities (the 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. In the event that If (i) by the 150th day following the Issue Dateon or prior to August 23, 2014, neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission, (ii) by the 180th day following the Issue Dateon or prior to November 21, 2014 neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with has been declared effective, (iii) on or prior to the Commissionlater of December 21, 2014 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iiiiv) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with respect thereto resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement (each such event referred to in clauses (i) through (iiiiv), 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 accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities for each (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. The aggregate amount of Special Interest payable pursuant to will accrue at a rate of 0.50% per annum during the above provisions will in no event exceed 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. Special Interest will be computed on the principal amount basis of such Securities whicha 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, except in the case of an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as provided below, shall be the sole Issuer has used and exclusive remedy for such Registration Default. Upon (a) the filing of is continuing to use its reasonable best efforts to cause 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceeffective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11January 19, 19972011, among the Company Issuer and the Initial Purchasers named therein therein, or any other similar Registration Agreement for the registration of Additional Securities (the 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. In the event that If (i) by the 150th day following the Issue Dateon or prior to July 18, 2011, neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission, (ii) by the 180th day following the Issue Dateon or prior to October 16, 2011 neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with has been declared effective, (iii) on or prior to the Commissionlater of November 15, 2011 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iiiiv) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with respect thereto resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement (each such event referred to in clauses (i) through (iiiiv), 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 accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities for each (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. The aggregate amount of Special Interest payable pursuant to will accrue at a rate of 0.50% per annum during the above provisions will in no event exceed 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. Special Interest will be computed on the principal amount basis of such Securities whicha 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, except in the case of an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as provided below, shall be the sole Issuer has used and exclusive remedy for such Registration Default. Upon (a) the filing of is continuing to use its reasonable best efforts to cause 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceeffective.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11January 29, 19972015, among Parent, the Company Issuer and the Initial Purchasers named therein therein, or any other similar Registration Agreement for the registration of Additional Securities (the 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. In the event that If (i) by the 150th day following the Issue Dateon or prior to October 26, 2015, neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission, (ii) by the 180th day following the Issue Dateon or prior to January 24, 2016 neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with has been declared effective, (iii) on or prior to the Commissionlater of February 23, 2016 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iiiiv) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with respect thereto resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement (each such event referred to in clauses (i) through (iiiiv), 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 accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities for each (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. The aggregate amount of Special Interest payable pursuant to will accrue at a rate of 0.50% per annum during the above provisions will in no event exceed 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. Special Interest will be computed on the principal amount basis of such Securities whicha 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, except in the case of an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as provided below, shall be the sole Issuer has used and exclusive remedy for such Registration Default. Upon (a) the filing of is continuing to use its reasonable best efforts to cause 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceeffective.

Special Interest. The holder of this Security is entitled ----------------- to the benefits of a Registration Rights Agreement, dated as of December 11January 18, 19972001, 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 Issue Date, the Exchange 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 is has been filed with the CommissionCommission on or prior to the 60th day following the date of the original issuance of the Securities, (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th day following the date of the original issuance of the Securities, (iii) by neither the 210th day following the Issue Date, the Registered Exchange Offer is not has been consummated or nor the Shelf Registration Statement is not has been declared effective on or prior to the 150th day following the date of the original issuance of the Securities, or (iv) after the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with respect thereto resales of the Securities at any time that the Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (i) through (iii), iv) above being referred to herein as a “"Registration Default”"), interest will (the "Special Interest") shall accrue on the applicable Securities (in addition to stated interest on such the 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 date on which the first such Registration Default. In each case such additional interest (Default shall occur to but excluding the “Special Interest”) will be payable in cash semiannually in arrears each June 1 and December 1date on which all Registration Defaults have been cured, 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 aboveSecurities; provided, however, that in such rate per annum shall increase by 0.25% per annum from and including the event 91st day after 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 first such Registration Statement continuously effective for Default (and each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, however, that in no event shall 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 in excess of 1.00% per annum equal to 0.25% of the principal amount of the Securities which, except as provided below, shall be the sole and exclusive remedy for such Registration Default and shall annum. The Special Interest will be payable in cash semiannually in arrears each June 1 January 15 and December 1. 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 performanceJuly 15.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11August 6, 19972012, among Parent, the Company Issuer and the Initial Purchasers named therein therein, or any other similar Registration Agreement for the registration of Additional Securities (the 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. In the event that If (i) by the 150th day following the Issue Dateon or prior to May 3, 2013, neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission, (ii) by the 180th day following the Issue Dateon or prior to August 1, 2013 neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with has been declared effective, (iii) on or prior to the Commissionlater of August 31, 2013 and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iiiiv) by the 210th day following the Issue Date, after either the Exchange Offer is not consummated Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with respect thereto resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement (each such event referred to in clauses (i) through (iiiiv), 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 accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities for each (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. The aggregate amount of Special Interest payable pursuant to will accrue at a rate of 0.50% per annum during the above provisions will in no event exceed 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. Special Interest will be computed on the principal amount basis of such Securities whicha 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, except in the case of an event referred to in clause (ii) above, a Registration Default will not be deemed to have occurred so long as provided below, shall be the sole Issuer has used and exclusive remedy for such Registration Default. Upon (a) the filing of is continuing to use its reasonable best efforts to cause 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceeffective.

Special Interest. The holder of this Security is entitled If (a) on or prior to the 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 Issue Date, the Exchange Offer Registration Statement is not filed with the Commission, (ii) by the 180th 270th 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 is has been filed with the Commission, (b) on or (iii) by prior to the 210th 365th day following the Issue Date, the Exchange Offer is Registration Statement has not consummated been declared effective, or on or prior to the 90th day following the Company’s obligation to file the Shelf Registration Statement, the Shelf Registration Statement has not been filed, (c) on or prior to the 45th day following the date the Exchange Offer Registration Statement has been declared effective, the Registered Exchange Offer has not been consummated, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with respect thereto resales of Securities or New Securities in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (ia) through (iiid), 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 accrue on the principal amount of such the Securities for each 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 DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. The aggregate amount of Special Interest payable pursuant to the above provisions will in no event exceed 0.25% accrue at a rate of $0.192 per annum of the week per $1,000 principal amount of such Securities whichnotes. Notwithstanding the foregoing, 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 no 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 accrue during or with respect to the any suspension period referred to in Section 3(b)(iii) above; provided, however, that if such suspension period exceeds 45 days 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)aggregate in any 12-month period, 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% from and including the 46th day of such suspension period. All obligations of the principal amount of Company and the Securities which, except as provided below, shall be Guarantors set forth in the sole and exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. The Company will have no other liabilities for monetary damages preceding paragraph that are outstanding with respect to any Security at the above; provided, however, that 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 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 performancefull.

Special Interest. The holder Holder of this Security Note is entitled to the benefits benefit of a the Registration AgreementRights Agreement dated July 3, dated as of December 11, 19972002, among the Company Issuer, CP Ships (UK) Limited, Lykes Lines Limited, LLC, TMM Lines Xxxxted, LLC (collectively, the "Subsidiary Guarantors"), and the Initial Purchasers named therein (the “"Registration Rights Agreement”"). Capitalized terms used in this paragraph . (bi) but not the Exchange Offer (as defined herein have the meanings assigned to them in the Registration Rights Agreement. In ) is not consummated on or prior to the event that (i) by the 150th 360th day following the Issue Datedate of the Indenture or within 30 Business Days after being declared effective, the Exchange Offer Registration Statement is not filed with the Commission, or (ii) by the 180th day following the Issue Dateif required, neither the Exchange Offer a Shelf Registration Statement (as defined in the Registration Rights Agreement) with respect to the Notes is not declared effective nor (if on or prior to the Exchange Offer is not permitted as described above) earlier of 40 days after the Shelf Registration Statement is filed with or 400 days after the Commission, or (iii) by date of the 210th day following the Issue Date, the Exchange Offer is not consummated or the Shelf Registration Statement is not declared effective with respect thereto Indenture (each such event referred to in clauses (ia) through (iiic) above, a "Registration Deadline Event"), a “Registration Default”)then the Issuer will be required to pay additional interest in cash on January 15 and July 15 of each year, interest will accrue commencing on the applicable Securities (in addition to stated interest on first such Securities) which, except as provided below, shall be the sole and exclusive remedy for such date following any 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 1Deadline Event, at a rate per annum equal to 0.250.5% of the principal amount of such Securities for each the Notes (determined daily) with respect to the first 90-day period following such Registration DefaultDeadline Event. The aggregate Such amount of Special Interest payable pursuant to the above provisions will in no event exceed 0.25increase by an additional 0.5% per annum to a maximum of the principal amount of such Securities which, except as provided below, shall be the sole and exclusive remedy 1.5% per annum for such Registration Default. Upon (a) the filing of the Exchange Offer Registration Statement after the 150each subsequent 90-day period described in clause (i) aboveuntil. such Registration Deadline Event has been cured. Upon the cure of any Registration Deadline Event, (b) Special Interest with respect to such event shall cease to accrue from the effectiveness date of the Exchange Offer Registration Statement filing, effectiveness 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 that cured such Securities or the effectiveness of a Shelf Registration Statementevent, as the case may be, if the Issuer and Subsidiary Guarantors are otherwise in compliance with this paragraph. However, if, after the 210-day period described in clause (iii) above, the any such Special Interest payable on such Securities as a result of the applicable Registration Default will cease ceases to accrue. For purposes of the preceding sentence, the curing of a different 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 StatementDeadline Event occurs, Special Interest shall will again 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performancedescribed.

Special Interest. The holder of this Security Note is entitled to the benefits of a the Exchange and Registration Rights Agreement, dated as of December 11September 20, 19972000, by and among the Company Holdings and the Purchasers named therein (the “Registration Agreement”)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. In the event that If (i) by the 150th day following Shelf Registration Statement or Exchange Offer Registration Statement, as applicable, under the Issue Exchange and Registration Rights Agreement, is not filed with the Commission on or prior to 90 days after the Trigger Date, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not filed with declared effective on or prior to 150 days after the CommissionTrigger Date, (iiiii) by the 180th day following the Issue Date, neither the Exchange Offer Registration Statement is declared effective nor (if the Registered Exchange Offer is not permitted as described aboveconsummated on or prior to 180 days after the Trigger Date, or (iv) the Shelf Registration Statement is filed with and declared effective on or prior to 150 days after the Commission, or Trigger Date but shall thereafter cease to be effective (iiiat any time that Holdings are obligated to maintain the effectiveness thereof) without being succeeded within 45 days by the 210th day following the Issue Date, the Exchange Offer is not consummated or the Shelf an additional Registration Statement is not filed and declared effective with respect thereto (each such event referred to in clauses (i) through (iiiiv), a “"REGISTRATION 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 on Initial Notes. annum, which amount shall increase to 1.0% per annum after the first 120-day period following the occurrence of the first Registration Default”), interest will accrue on for 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 period from and including the next day following each date of occurrence of the first Registration Default until such time as no Registration Default. In each case Default is in effect (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 amount equal to 0.25% of the principal amount of "SPECIAL INTEREST") (after which such Securities for each such Registration DefaultSpecial Interest shall cease to be payable). 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, Trustee 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 responsibility with respect to the above; provided, however, that in the event the Company breaches, fails to comply with or violates certain provisions determination 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 exclusive remedy for any such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceSpecial Interest.

Special Interest. The holder of this Security is entitled If (a) on or prior to the 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 90th day following the Issue Triggering Date, the Exchange Offer Registration Statement is 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, (iib) by on or prior to the 180th day following the Issue Triggering Date, neither the Exchange Offer Registration Statement has not been declared effective by the Commission, (c) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is declared effective nor effective, the Registered Exchange Offer has not been consummated, or (if d) after either the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with the Commission, or (iii) by the 210th day following the Issue Date, the Exchange Offer is not consummated or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with respect thereto resales of Notes or New Notes in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (ia) through (iiid), a “Registration Default”"REGISTRATION DEFAULT"), interest ("SPECIAL INTEREST") will accrue on the applicable Securities principal amount of the Notes and the New Notes (in addition to the stated interest on such Securitiesthe Notes and New Notes) which, except as provided below, shall be the sole and exclusive remedy for such Registration Default from and including the next day following each date on which any such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured. In each case such additional interest (the “Special Interest”) Interest will be payable in cash semiannually in arrears each June 1 and December 1, accrue 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 during 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 15090-day period described 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 clause 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) above, (b) if the effectiveness of the Exchange Offer Company has no obligation to file a Registration Statement pursuant to this Registration Rights Agreement 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 any 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 following the earlier of (i) the date that the Shelf Registration Statement is again deemed effective and (ii) the date that is the earliest to occur of (x) the second anniversary of the Issue Original Issuance 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 date on which the Securities registered thereunder can Notes may be sold by non-affiliates or transferred pursuant to Rule 144 144(k) under the Securities Act without (or any limitation under classes (csimilar provision then in force), (e), (f) and (h) . Any amounts of Rule 144, or (z) the date as of which all such Securities are sold Special Interest due pursuant to this Section 4 will be payable in cash or in PIK Notes (as defined in the Shelf Registration Statement, 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 shall accrue at a will be determined by multiplying the applicable Special Interest rate per annum equal to 0.25% of by the principal amount of the Securities whichNotes entitled to Special Interest and further multiplied by a fraction, except as provided belowthe 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 sole and exclusive remedy available to the Holders for such Registration Default and Defaults. In no event shall the Company be payable required to pay Special Interest in cash semiannually 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 set forth in arrears each June 1 and December 1. The Company will have no other liabilities for monetary damages the preceding paragraphs that are outstanding with respect to any Note at the above; provided, however, that time such Note is exchanged for a New Note shall survive until such time as all such obligations with respect to such Note have been satisfied 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 performancefull.

Special Interest. The holder of this Security is entitled to the benefits of a Exchange and Registration Rights Agreement, dated as of December 11June 27, 19972001, 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 Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement, as the case may be, is not filed with the CommissionCommission on or prior to the date which is 90 days following the date of the original issuance of the Securities, (ii) by the 180th day following Exchange Offer Registration Statement or the Issue DateShelf Registration Statement, neither 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 is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with the Commission, or (iii) by the 210th day following the Issue Dateeffective, 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 not filed and declared effective with respect thereto 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 (vi) the periods referred to in 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 (i) through (iiivi), a “"Registration Default”"), interest will (the "Special Interest") shall accrue on the applicable Securities (in addition to stated interest on such the 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 date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate of 0.25% per annum 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 rate will increase by an additional 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, provided that the maximum additional rate may in no event exceed 0.50% per annum. In each case such additional interest (the “The Special Interest”) Interest will be payable in cash semiannually in arrears each June January 1 and December July 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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.

Special Interest. The holder of this Security Holder is entitled to the 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 AgreementRights referred to below. In the event that (ia) by the 150th 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 Issue Datedate of the Indenture, (b) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th day following the date of the Indenture, (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 (as defined in the Registration Rights Agreement) arises, the Shelf Registration Statement has not filed with the Commission, (iie) by on or prior to the 180th 150th day following the Issue Datedate the obligation to file the Shelf Registration Statement arises, neither the Shelf Registration Statement has not been declared effective, or (f) after the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with the Commission, or (iii) by the 210th day following the Issue Date, the Exchange Offer is not consummated or the Shelf Registration Statement is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with respect thereto resales of Notes or Exchange Notes (each such event referred to in clauses (ia) through (iiif) above, a "Registration Deadline Event"), a “Registration Default”), interest then the Company will accrue on the applicable Securities (in addition be required 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 pay additional interest (the “"Special Interest”") will be payable in cash semiannually in arrears each June on March 1 and December 1September 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 such Securities for each the Notes (determined daily) with respect to the first 90-day period following such Registration DefaultDeadline Event. The aggregate Such amount of Special Interest payable pursuant to the above provisions will in no event exceed shall increase by an additional 0.25% per annum to a maximum of the principal amount of such Securities which, except as provided below, shall be the sole and exclusive remedy 1.00% per annum for such Registration Default. Upon (a) the filing of the Exchange Offer Registration Statement after the 150each subsequent 90-day period described in clause (i) aboveuntil such Registration Deadline Event has been cured. Upon the cure of any Registration Deadline Event, (b) Special Interest with respect to such event shall cease to accrue from the effectiveness date of the Exchange Offer Registration Statement filing, effectiveness 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 that cured such Securities or the effectiveness of a Shelf Registration Statementevent, 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 is otherwise in compliance with this paragraph. However, if, after any such Special Interest ceases to keep such accrue, a different 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 StatementDeadline Event occurs, Special Interest shall will again 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performancedescribed.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of December 11, 1997, among If the Company and the Purchasers named therein (the “Registration Agreement”). Capitalized terms used in this paragraph (b) but has not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) filed the Initial Registration Statement by the 150th day following the Issue Date, the Exchange Offer Registration Statement is not filed with the Commission, Filing Date or (ii) effected the registration of the Registrable Shares 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 is filed with the Commission, or (iii) by the 210th day following the Issue Date, the Exchange Offer is not consummated or the Shelf Registration Statement is not declared effective with respect thereto Effectiveness Date (each such event referred to in clauses (i) through and (iiiii), a “Registration Default”) or (iii) after the effective date of a Registration Statement, 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 (which need not be consecutive calendar days) during any 12-month period (any such failure or breach under clause (iii) being referred to as a “Lapse Event” and, for purpose of clause (iii) the date on which such 20 or 35 calendar day period, as applicable, is exceeded being referred to as “Event Date”), interest will accrue on then the applicable Securities (in addition Company shall pay 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 Investors 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 not as a result of the applicable Registration Default will cease penalty, in an amount, with respect 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 per annum equal to 0.15% of such Investor’s Purchase Price for each day that 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)continues and, (ii) and (iii) above. The Company will have no other liabilities for monetary damages with respect to clause (iii), on each such Event Date and on each monthly anniversary of each such Event Date (if the aboveapplicable 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 in the event the Company breaches, fails shall in no event be required to comply with or violates certain provisions 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 Investor’s Purchase Price. A Registration Default ends upon termination 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 paragraphPeriod or, if earlier, (x) in the Company fails to keep such case of a 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 Default under clause (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 definition thereof, when the first anniversary of the effective date if the Shelf Initial Registration Statement is filed at with the request of the Initial Purchasers), Commission or (y) in the time case of a Registration Default under clause (ii) of the definition thereof, when the Securities registered thereunder can be sold Initial Registration Statement becomes or is declared effective 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, Commission. All accrued Special Interest shall accrue at be paid by the Company to each Investor on a rate per annum equal quarterly basis to 0.25% an account designated in writing by such Investor. Notwithstanding anything contained herein to the contrary, the payment of the principal amount of the Securities which, except as provided below, Special Interest shall be the sole and exclusive only remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. The Company will have no other liabilities for monetary damages with respect available to the above; provided, however, that in the event the Company breaches, fails to comply with or violates certain provisions of the Investor for any Registration Agreement, the holders shall be entitled to, and the Company shall not oppose the granting of, equitable relief, including injunction and specific performanceDefault.

Special Interest. The holder of this Security Note is entitled to the benefits of a the Exchange and Registration Rights Agreement, dated as of December 11September 20, 19972000, by and among the Company Company, the Guarantors and the Purchasers named therein (the “Registration Agreement”)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. In the event that If (i) by the 150th day following Shelf Registration Statement or Exchange Offer Registration Statement, as applicable, under the Issue Exchange and Registration Rights Agreement, is not filed with the Commission on or prior to 90 days after the Trigger Date, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not filed with declared effective on or prior to 150 days after the CommissionTrigger Date, (iiiii) by the 180th day following the Issue Date, neither the Exchange Offer Registration Statement is declared effective nor (if the Registered Exchange Offer is not permitted as described aboveconsummated on or prior to 180 days after the Trigger Date, or (iv) the Shelf Registration Statement is filed with and declared effective on or prior to 150 days after the Commission, or Trigger Date but shall thereafter cease to be effective (iiiat any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 45 days by the 210th day following the Issue Date, the Exchange Offer is not consummated or the Shelf an additional Registration Statement is not filed and declared effective with respect thereto (each such event referred to in clauses (i) through (iiiiv), a “"REGISTRATION DEFAULT"), the Company and the Guarantors will be jointly and severally 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 annum, which amount shall increase to 1.0% per annum after the first 120-day period following the occurrence of the first Registration Default”), interest will accrue on for 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 period from and including the next day following each date of occurrence of the first Registration Default until such time as no Registration Default. In each case Default is in effect (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 amount equal to 0.25% of the principal amount of "SPECIAL Interest") (after which such Securities for each such Registration DefaultSpecial Interest shall cease to be payable). 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, Trustee 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 responsibility with respect to the above; provided, however, that in the event the Company breaches, fails to comply with or violates certain provisions determination 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 exclusive remedy for any such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. 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 performanceSpecial Interest.

Special Interest. The holder of If (i) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits of a applicable Filing Deadline, (ii) any such Registration AgreementStatement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline (the "EFFECTIVENESS TARGET DATE"), dated as of December 11, 1997, among (iii) the Company and the Purchasers named therein (Current Guarantors fail to Consummate 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 Exchange Offer within 45 business days following the Issue Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement is not filed with the Commission, or (iiiv) by the 180th day following the Issue Date, neither the Exchange Offer any Registration Statement required by this Agreement is filed and declared effective nor (if but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the Exchange Offer is not permitted as described above) the Shelf Registration Statement is filed with the Commission, or (iii) by the 210th day following the Issue Date, the Exchange Offer is not consummated or the Shelf Registration Statement is not declared effective with respect thereto periods specified herein (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”"REGISTRATION DEFAULT"), interest will accrue on then the applicable Company and the Current Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities (affected thereby Special Interest 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 an amount equal to 0.25% of the US$.05 per week per US$1,000 in principal amount of Transfer Restricted Securities held by such Securities Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The aggregate amount of the Special Interest shall increase by an additional US$.05 per week per US$1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Special Interest payable pursuant to of US$.50 per week per US$1,000 in principal amount of Transfer Restricted Securities; PROVIDED that the above provisions will Company and the Current Guarantors shall in no event exceed 0.25% per annum of be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the principal amount of such Securities whichcontrary set forth herein, except as provided below, shall be the sole and exclusive remedy for such Registration Default. Upon (a1) the upon filing of the Exchange Offer Registration Statement after (and/or, if applicable, the 150-day period described Shelf Registration Statement), in clause the case of (i) above, (b2) 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 after the 180-day period described Statement) to again be declared effective or made usable 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 of (iiiiv) above, the Special Interest payable on such with respect to the Transfer Restricted 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 such 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) aboveor (iv), as applicable, shall cease. The 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 will have no other liabilities for monetary damages and the Current Guarantors to pay Special Interest 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 securities 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 survive until 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 exclusive remedy for such Registration Default and shall be payable in cash semiannually in arrears each June 1 and December 1. The Company will have no other liabilities for monetary damages obligations with respect to the above; provided, however, that such securities shall have been satisfied 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 performancefull.

Special Interest. The holder of this Security is entitled If (a) on or prior to the 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 90th day following the Issue Date, original issue date of the Exchange Offer Registration Statement is not filed with the Commission, (ii) by the 180th day following the Issue DateSecurities, neither the Exchange Offer Registration Statement is declared effective nor (if the Exchange Offer is not permitted as described above) the Shelf Registration Statement is has been filed with the Commission, (b) on or (iii) by prior to the 210th 180th day following the Issue Dateoriginal 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 not 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 is not has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with respect thereto resales of Securities or New Securities in accordance with and during the periods specified in this Agreement (each such event referred to in clauses (ia) through (iiid), 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 accrue 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, 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 be occur to but excluding the sole and exclusive remedy for 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 be payable increase by 0.25% per annum at the end of each subsequent 90-day period, but in cash semiannually no event shall such rate exceed 1.00% per annum. All obligations of the Company and the Guarantors set forth in arrears each June 1 and December 1. The Company will have no other liabilities for monetary damages the preceding paragraph that are outstanding with respect to any Security at the above; provided, however, that 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 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 performancefull.