Common use of Special Interest Clause in Contracts

Special Interest. The holder of this Security is entitled to the benefits of a Registration Rights Agreement, dated as of October 1, 2003, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Rights Agreement for the registration of Additional Securities (each, a "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (i) on or prior to April 30, 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (ii) on or prior to June 30, 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to July 31, 2005, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement (each such event referred to in clauses (i) through (iv), a "Registration Default"), interest ("Special Interest") will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Special Interest. The holder Holder of this Security Note is entitled to the benefits of a the Registration Rights AgreementAgreement dated May 8, dated as of October 1, 20032001, among Parentthe Issuer, Polska Telefonia Cyfrowa Sp. z o.o. (the Issuer "Guarantor") and the Initial Purchasers named therein, or any other similar (the "Registration Rights Agreement for the registration of Additional Securities (each, a "Registration Agreement"). Capitalized terms used in this paragraph In the event that (ba) but not the Exchange Offer Registration Statement (as defined herein have the meanings assigned to them in the relevant Registration Rights Agreement. If ) is not filed with the U.S. Securities and Exchange Commission (ior the Exchange Offer Registration Statement is not submitted to the Securities Board of The Netherlands (the "Securities Board")) on or prior to April 30the 90th calendar day following the date of original issuance of the Notes, 2005, neither (b) the Exchange Offer Registration Statement nor is not declared effective prior to the 150th day following the date of original issuance of the Notes or (c) the Exchange Offer is not consummated or a Shelf Registration Statement has been filed (as defined in the Registration Rights Agreement) with respect to the Commission, Notes is not declared effective (iior the Securities Board does not grant a dispensation with respect to such Shelf Registration Statement) on or prior to June 30, 2005, neither the Exchange Offer Registration Statement nor 180th day following the Shelf Registration Statement has been declared effective, (iii) on or prior to July 31, 2005, neither date of original issuance of the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, the Registration Agreement Notes (each such event referred to in clauses (ia) through (iv)c) above, a "Registration Default"), interest ("Special Interest") will shall accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New SecuritiesNotes) from and including the date next day following such Registration Default. In each case such additional interest (the "Special Interest") shall be payable in cash semiannually in arrears each January 31 and July 31 of each year, commencing on which the first such date following any Registration Default shall occur Default, at a rate per annum equal to but excluding 0.50% of the date on which all principal amount of the Notes (determined daily) with respect to the first 90-day period following such Registration Defaults have been curedDefault. Such amount of Special Interest will accrue at a rate of increase by an additional 0.50% per annum during the 90-day period immediately following the occurrence to a maximum of such Registration Default and shall increase by 0.251.50% per annum at the end of for each subsequent 90-day periodperiod until such Registration Default has been cured. Upon the cure of any Registration Default Special Interest with respect to such default shall cease to accrue from the date of the filing, but effectiveness or consummation that cured such default, as the case may be, if the Issuer and Guarantor are otherwise in no event shall compliance with this paragraph. However, if, after any such rate exceed 1.00% per annum. Special Interest ceases to accrue, a different Registration Default occurs, Special Interest will be computed on again accrue as described. In the basis event that a Shelf Registration Statement is declared effective pursuant to the Registration Rights Agreement, if the Guarantor fails to keep such Shelf Registration Statement continuously effective for the period required by the Registration Rights Agreement, then from such time as the Shelf Registration Statement is no longer effective until the earlier of (i) the date that the Shelf Registration Statement is again deemed effective, (ii) the date that is the second anniversary of the date (the "Effective Date") such Shelf Registration Statement is declared effective (or, in the case of a 360Shelf Registration Statement filed at the request of an Initial Purchaser, the first anniversary of the Effective Date) or (iii) the date as of which all of the Notes are sold pursuant to the Shelf Registration Statement, Special Interest shall accrue at a rate per annum equal to 0.50% of the principal amount of the Notes (determined daily)(to be increased to 1.00% if when and for so long as the Shelf Registration Statement is no longer effective for 45 days or more) and shall be payable in cash semiannually in arrears each January 31 and July 31. During any 365-day year comprised period, the Issuer and the Guarantor shall have the ability to suspend the availability of twelve 30a Shelf Registration Statement for up to two periods of up to 45 consecutive days (except for the consecutive 45-day monthsperiod immediately prior to maturity of the Notes), but no more than an aggregate 60 days during any 365-day period, if any event occurs as a result of which it shall be necessary, in the good faith determination of the Management Board of the Guarantor, to amend the Shelf Registration Statement or amend or supplement any prospectus or prospectus supplement thereunder in order that each such document not include any untrue statement of fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.

Special Interest. The holder of this Security is entitled to the ----------------- benefits of a Registration Rights Agreement, dated as of October 1March 26, 20031997, among Parentthe Company, the Issuer Subsidiary Guarantors and the Initial Purchasers named therein, or any other similar Registration Rights Agreement for therein (the registration of Additional Securities (each, a "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If In the event that (i) on or prior to April 30, 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the CommissionCommission on or prior to the 270th day following the date of original issuance of the Securities, (ii) on or prior to June 30, 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effectiveeffective on or prior to the 345th day following the date of original issuance of the Securities, (iii) on or prior to July 31, 2005, neither the Registered Exchange Offer has not been consummated nor or the Shelf Registration Statement has not been declared effectiveeffective on or prior to the 375th day following the date of original issuance of the Securities, or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original the Securities or New Securities offered in exchange for such Original Securities, in accordance with and during at any time that the periods specified in, Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (i) through (iv), ) above being referred to herein as a "Registration Default"), interest (the "Special Interest") will shall accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New SecuritiesNotes) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue , at a rate of 0.50% per annum during equal to 0.25% of the 90-day period immediately following principal amount of the occurrence of Securities; provided, however, that such Registration Default and rate per annum shall increase by 0.25% -------- ------- per annum at from and including the end of 91st day after the first such Registration Default (and each subsequent 90-successive 91st day periodthereafter) unless and until all Registration Defaults have been cured, but provided further, however, that in no ---------------- ------- event shall such the Special Interest accrue at a rate exceed in excess of 1.00% per annum. The Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day monthspayable in cash semiannually in arrears each April 15 and October 15 commencing April 15, 1998.

Special Interest. The holder of this Security is entitled Company shall, to the benefits fullest extent permitted by law, pay interest on overdue principal, overdue installments of a Registration Rights AgreementInterest and overdue payments of Fundamental Change Purchase Price, dated as if any, at the rate of October 1, 2003, among Parent, 2% per annum above the Issuer and then-applicable rate of Interest from the Initial Purchasers named therein, or any other similar Registration Rights Agreement for required payment date (the registration of Additional Securities (each, a "Registration Agreement"“Special Interest”). Capitalized terms used The Special Interest shall be paid by the Company at its election, in this paragraph each case, as provided in clause (a) or (b) but not below: (a) The Company may elect to make payment of any Special Interest to the Holders of the Securities at the close of business on a Special Record Date (as defined herein have the meanings assigned to them below), which shall be fixed in the relevant Registration Agreementfollowing manner. If The Company shall notify the Trustee in writing of the amount of Special Interest proposed to be paid on each Security and the date (inot less than thirty (30) on calendar days after such notice) of the proposed payment (the “Special Interest Payment Date”), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Special Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to April 30the date of the proposed payment, 2005such money when deposited to be held in trust for the benefit of the Persons entitled to such Special Interest as in this clause provided. Thereupon the Trustee shall fix a record date (the “Special Record Date”) for the payment of such Special Interest which shall be not more than fifteen (15) calendar days and not less than ten (10) calendar days prior to the Special Interest Payment Date and not less than ten (10) calendar days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date, neither and in the Exchange Offer Registration Statement nor name and at the Shelf Registration Statement has expense of the Company, shall promptly cause notice of the proposed payment of such Special Interest and the Special Record Date and Special Interest Payment Date therefor to be given to each Holder, not less than ten (10) calendar days prior to such Special Record Date. Notice of the proposed payment of such Special Interest and the Special Record Date and Special Interest Payment Date therefor having been filed so given, such Special Interest shall be paid on the Special Interest Payment Date to the Holders of the Securities at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b). (b) The Company may make payment of any Special Interest in any other lawful manner not inconsistent with the Commission, (ii) on or prior to June 30, 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to July 31, 2005, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales requirements of Original Securities or New Securities offered in any securities 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 (iv), a "Registration Default"), interest ("Special Interest") will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first Securities may be listed, and upon such Registration Default notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall occur to but excluding be deemed practicable by the 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 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 basis of a 360-day year comprised of twelve 30-day monthsTrustee.

Special Interest. The holder of this Security is entitled to the ----------------- benefits of a Registration Rights Agreement, dated as of October 1May 21, 20031997, among Parentthe Company , the Issuer Initial Subsidiary Guarantors and the Initial Purchasers named thereintherein (as such may be amended from time to time, or any other similar Registration Rights Agreement for the registration of Additional Securities (each, a "Registration ------------ Agreement"). Capitalized terms used in this paragraph subsection (b) but not defined --------- herein have the meanings assigned to them in the relevant Registration Agreement. If In the event that (i) on or prior to April 30, 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the CommissionCommission by July 21, 1997, (ii) on or prior to June 30, 2005, neither the Exchange Offer Registration Statement has been declared effective nor the Shelf Registration Statement has been declared effectivefiled by September 18, 1997, (iii) on or prior to July 31, 2005, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effectiveeffective on or prior to October 20, 1997, or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original the Securities or New Securities offered in exchange for such Original Securities, in accordance with and during at any time that the periods specified in, Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (i) through (iv), ) above being referred to herein as a "Registration Default"), additional interest ("Special Interest") will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities -------------------- ---------------- this Security (in addition to the stated interest on the Original Securities and such New Securitiesdescribed in subsection (a) above) from and including the date on which the first any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will shall accrue at a rate of 0.500.5% per annum during the 90-day period immediately following the occurrence of such any Registration Default and shall increase by 0.25% per annum at the end of with respect to each subsequent 90-day period, but in no event shall such Special Interest accrue at a rate exceed 1.00in excess of 1.50% per annumannum with respect to all Registration Defaults. Special Interest will be computed on payable to the basis of a 360-day year comprised of twelve 30-day monthsholder hereof in the same manner as interest under subsection (a) above.

Special Interest. The holder In the event of this Security is entitled the failure of the Company to procure, on or before July 12, 1996, a recognized financial institution with capital of not less than $10,000,000 organized under the benefits laws of the Republic of Ireland which the Convertible Note Trustee may lawfully appoint as a Qualified Foreign Collateral Agent (as defined in Section 7.3 of the Indenture) (the "Procurement") with respect to Technocom Preferred Stock, any payments thereon and any property substituted therefor (the "Subject Collateral") pursuant to an agreement under which such Qualified Foreign Collateral Agent will agree not to resign without the contemporaneous appointment of a Registration Rights successor Qualified Foreign Collateral Agent (the "Prescribed Agreement"), dated then, commencing on July 12, 1996, the Company shall pay to each Holder of the Notes Special Interest in an amount equal to 1% per annum on the principal amount at Stated Maturity of such Holder's Notes, accruing for each day until the Procurement is made or Technocom or a successor is reorganized under the laws of Cyprus and a successor Qualified Foreign Collateral Agent has been appointed in respect of the Subject Collateral (the "Reorganization") under a Prescribed Agreement. Such Special Interest shall be payable in cash semi-annually in arrears at the times and in the manner provided for in the Indenture, provided that for this purpose, Section 2.11 of the Indenture shall be read to include as Interest Payment Dates, as applicable, June 1 and December 1 of October each year, commencing December 1, 20031996. Such Special Interest shall cease to accrue upon the Procurement or the Reorganization taking place and all accrued and unpaid Special Interest shall be paid to each Holder of the Notes on the next Interest Payment Date with respect thereto. Special Interest, among Parentas defined in the Indenture, may include Special Interest arising as a result of the Issuer and the Initial Purchasers named therein, or any other similar Registration Rights Agreement for the registration occurrence of Additional Securities (each, a "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (i) on or prior to April 30, 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (ii) on or prior to June 30, 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to July 31, 2005, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with and during the periods specified in, Default" under the Registration Agreement (each such event referred to as defined in clauses (i) through (ivthe Indenture). Except as expressly provided in this paragraph 4, a "Registration Default"), Special Interest shall be treated as interest ("Special Interest") will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the any date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.50% per annum during is due and payable shall be treated as an Interest Payment Date, for all purposes under this Note and 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 will be computed on the basis of a 360-day year comprised of twelve 30-day monthsIndenture.

Special Interest. The holder Holder of this Security is entitled to the benefits of a Registration Rights Agreement, dated as of October 1, 2003, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Rights Agreement for dated January 11, 2012, between the registration Company and the representative of Additional Securities the several Initial Purchasers (each, a "the “Registration Agreement"”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If In the event that (i) on or prior to April 30, 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed (or confidentially submitted) with the CommissionCommission on or prior to the 180th day following the original issue date, (ii) on or prior to June 30, 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to July 31, 2005, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effectiveeffective on or prior to the 360th day following the original issue date, or (iviii) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original the Securities or New Securities offered in exchange for such Original Securities, in accordance with and during at any time that the periods specified in, Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (i) through (iviii) above being referred to herein as a “Registration Default”), a "Registration Default"), additional interest ("the “Special Interest"”) will shall accrue on the principal amount of the Original Securities and the New Securities offered in exchange for affected by such Original Securities Registration Default (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue , at a rate of 0.50equal to 0.25% per annum of the principal amount of the Securities during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.000.75% per annum. The Special Interest will be computed payable in cash semiannually in arrears each January 11 or July 11 and otherwise on the basis 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, interest and premium, if any, on or with respect to this Note and all payments to the Trustee under Section 607 of the Indenture shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, penalties, fines, duties, assessments or other governmental charges of whatever nature (or interest on any of the foregoing) imposed, levied, collected, withheld or assessed (“Taxes”) by, within or on behalf of the Republic of Chile or any political subdivision or governmental authority thereof or therein having power to tax (a 360-“Taxing Authority”), unless such withholding or deduction is required by law. If the Company is required to make any withholding or deduction described in the preceding sentence with respect to any payment made in respect of the 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 Trustee, as the case may be, after such withholding or deduction shall equal the respective amounts of principal, interest and premium, if any, that would have been receivable in respect of this Note in the case of the Holder, or pursuant to Section 607 of the Indenture, in the case of the Trustee, in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable in respect of this Note (i) in the case of payments for which presentation of this Note is 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 year comprised of twelve the applicable 30-day monthsperiod; (ii) for any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, duty, fine, assessment or other governmental charge; (iii) if held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of this Note by reason of having some present or former, direct or indirect, connection with a Taxing Authority (including, without limitation, being a citizen of, being incorporated or engaged in a trade or business in, or having a residence or principal place of business or other presence in a Taxing Authority), other than the mere holding of this Note or the receipt of principal, interest or premium, if any, in respect thereof; (iv) to the extent the Chilean tax giving rise to such Additional Amounts would not have been imposed (or would have been reduced) but for the failure of a Holder or beneficial owner of this Note to provide any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity or connection with Chile or to make other similar claim or exemption to the relevant Taxing Authority, if, after having been requested in writing by the Company to provide such applicable certification, documentation or information or to make such a claim, such Holder or beneficial owner fails to do so within 30 days; (v) for any Taxes which are payable other than by deduction or withholding from payments of principal of or interest on this Note or by direct payment by the Company in respect of claims made against the Company, as the case may be; (vi) any withholding or deduction imposed on a payment to an individual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (vii) any Tax which would have been avoided by a Holder presenting the relevant note (if presentation is required) or requesting that such payment be made to another Paying Agent in a member state of the European Union; or (viii) any combination of (i), (ii), (iii), (iv), (v), (vi) or (vii). In addition, no Additional Amounts shall be paid with respect to any payment to any Holder who is a fiduciary or a partnership or other than the sole beneficial owner of this Note to the extent that the beneficiary or settlor with respect to such fiduciary, the 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 deemed to include references to any Additional Amounts payable as set forth herein. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose.

Special Interest. The holder of this Security is entitled to the ---------------- benefits of a an Exchange and Registration Rights Agreement, dated as of October 1May 22, 20031998, among Parentthe Company, the Issuer and the Initial Purchasers named therein, or any other similar Registration Rights Agreement for therein (the registration of Additional Securities (each, a "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (i) the Shelf Registration Statement or Exchange Offer Registration Statement, as applicable under the Registration Agreement, is not filed with the Commission on or prior to April 30, 2005, neither 90 days after the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the CommissionIssue Date, (ii) on or prior to June 30, 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to July 31, 2005, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been Statement, as the case may be, is not declared effectiveeffective within 180 days after the Issue Date, such (iii) the Registered Exchange Offer is not consummated on or prior to 210 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 180 days after the Issue Date but shall thereafter ceases cease to be effective or usable (subject at any time that the Company is obligated to certain exceptionsmaintain the effectiveness thereof) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with without being succeeded within 30 days by an additional Registration Statement filed and during the periods specified in, the Registration Agreement declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), interest (the "Special ------- Interest") will shall accrue on the principal amount of the Original Securities and the New Securities offered in exchange for affected by -------- such Original Securities Registration Default (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will shall accrue at a rate of 0.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by equal to 0.25% per annum at of the end principal amount of the Transfer Restricted Securities for each subsequent 90-day period, but Registration Default. The aggregate amount of Special Interest payable shall in no event shall such rate exceed 1.00% per annumannum of the principal amount of the Securities. All Special Interest shall be paid to holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of Special Interest will be computed cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such Special Interest. For purposes of the foregoing, "Transfer Restricted Securities" means (i) each Initial Security until the date on which such Initial Security has been exchanged for a freely transferable Exchange Security in the basis Registered Exchange Offer, (ii) each Initial Security or Private Exchange Security until the date on which such Initial Security or Private Exchange Security has been effectively registered under the Securities Act and disposed of in accordance with a 360-day year comprised of twelve 30-day monthsShelf Registration Statement or (iii) each Initial Security or Private Exchange Security until the date on which such Initial Security or Private Exchange Security is distributed to the public pursuant to Rule 144 under the Securities Act or is salable pursuant to Rule 144(k) under the Securities Act.

Special Interest. The holder 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 Rights Agreementsuch damages with precision, dated as of October 1, 2003, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Rights Agreement for the registration of Additional Securities (each, a "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If if (i) a Registration Statement is not filed with the Commission on or prior to April 30, 2005, neither 90 days after the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the CommissionClosing Date, (ii) on or prior to June 30, 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to July 31, 2005, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) after either the Exchange Offer Registration Statement or the a Shelf Registration Statement has been Statement, if applicable, is not declared effectiveeffective on or prior to 150 days after the Closing Date, such (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Closing Date or (iv) a Registration Statement is filed and declared effective on or prior to 150 days after the Closing Date but shall thereafter ceases cease to be effective or usable (subject at any time that the Company is obligated to certain exceptionsmaintain the effectiveness thereof) in connection with resales of Original Securities or New Securities offered in exchange 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 Original Securities, effectiveness in accordance with and during the periods specified in, the Registration this Agreement (each such event referred to in clauses (i) through (iv), a "Registration Default"), interest ("Special Interest") Interest will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such the New Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.500.5% per annum during the 90-day period immediately following the occurrence of the first such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. All accrued Special Interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of Special Interest will cease. The parties hereto agree that the Special Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that may be computed on incurred by Holders of Securities by reason of the basis occurrence of a 360-day year comprised of twelve 30-day monthsRegistration Default.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Rights AgreementAgreement dated November 2, dated as of October 1, 2003, among Parent, 1999 (the Issuer and the Initial Purchasers named therein, or any other similar "Registration Rights Agreement for the registration of Additional Securities (each, a "Registration Agreement"), among the Company, the Subsidiary Guarantors named therein and the Placement Agents named therein. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Rights Agreement. If In the event that (i) on or prior to April 30, 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the CommissionSEC on or prior to the 60th day following the date of original issuance of the Securities, (ii) on or prior to June 30, 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effectiveeffective on or prior to the 150th day following the date of the original issuance of the Securities, (iii) on or prior to July 31, 2005, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, effective on or prior to the 180th day following the date of the original issuance of the Securities or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original the Securities or New Securities offered in exchange for such Original Securities, in accordance with and during at any time that the periods specified in, Company is obligated to maintain the effectiveness thereof pursuant to the Registration Rights Agreement (each such event referred to in clauses (i) through (iv), ) above being referred to herein as a "Registration Default"), interest (the "Special Interest") will shall accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue , at a rate per annum equal to 0.25% of the principal amount of the Securities; PROVIDED, HOWEVER, that such rate per annum shall increase to 0.50% per annum during from and including the 90-91st day period immediately following after the occurrence of first such Registration Default unless 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 annumuntil all Registration Defaults have been cured. The Special Interest will be computed on payable in cash semiannually in arrears each May 15 and November 15 in the basis of a 360-day year comprised of twelve 30-day monthssame manner and to the same Persons as regular interest.

Special Interest. The holder of this Security Senior Discount Note is entitled to the benefits of a Registration Rights Agreement, dated as of October 1January 25, 20031999, among Parentthe Company, the Issuer BCC and the Initial Purchasers named therein, or any other similar Registration Rights Agreement for therein (the registration of Additional Securities (each, a "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If In the event that (i) on or prior to April 30, 2005, neither the Exchange Offer Registration Statement nor has not been filed with the Commission on or prior to the 120th day following the date of the original issuance of the Senior Discount Notes or the Shelf Registration Statement is 5 not filed on or prior to the 60th day following the date on which an obligation to file a Shelf Registration Statement arose, (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to the 180th day following the date of the original issuance of the Senior Discount Notes, (iii) the Registered Exchange Offer has not been consummated on or prior to the later of the 45th day after the date on which the Exchange Offer Registration Statement was declared effective or the 210th day following the date of the original issuance of the Senior Discount Notes or the Shelf Registration Statement has not been filed with the Commission, (ii) declared effective on or prior to June 30, 2005, neither the Exchange Offer Registration Statement nor 120th day following the date on which the obligation to file the Shelf Registration Statement has been declared effective, (iii) on or prior to July 31, 2005, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effectivearose, or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for such Original Securities, in accordance with the Senior Discount Notes at any time that the Company and during BCC are obligated to maintain the periods specified in, effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (i) through (iv), ) above being referred to herein as a "Registration Default"), interest (the "Special Interest") will shall accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the stated interest on the Original Securities and such New SecuritiesSenior Discount Notes) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue , at a rate of 0.50% per annum during equal to 0.25% of the 90-day period immediately following Accreted Value of the occurrence of Senior Discount Notes; provided, however, that such Registration Default and rate per annum shall increase by 0.25% per annum at from and including the end of 91st day after the first such Registration Default (and each subsequent 90-successive 91st day periodthereafter) unless and until all Registration Defaults have been cured; provided further, but however, that in no event shall such the Special Interest accrue at a rate exceed in excess of 1.00% per annum. The Special Interest will be computed on the basis of a 360-day year comprised of twelve 30-day monthspayable in cash semiannually in arrears each February 1 and August 1.