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 March 26, 1997, among the Company, the Subsidiary Guarantors 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) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission on or prior to the 270th day following the date of original issuance of the Securities, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective on or prior to the 345th day following the date of original issuance of the Securities, (iii) the Registered Exchange Offer has not been consummated or the Shelf Registration Statement has not been declared effective 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 in connection with 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 (iv) above being referred to herein as a "Registration Default"), interest (the "Special Interest") shall accrue (in addition to stated interest on the 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, 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 by 0.25% -------- ------- per annum from and including the 91st day after the first such Registration 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 Special Interest accrue at a rate in excess of 1.00% per annum. The Special Interest will be payable in cash semiannually in arrears each April 15 and October 15 commencing April 15, 1998.

Special Interest. The holder Holder of this Security is entitled to the ----------------- benefits of a the Registration Rights Agreement dated January 11, 2012, between the Company and the representative of the several Initial Purchasers (the “Registration Agreement, dated as of March 26, 1997, among the Company, the Subsidiary Guarantors 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) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed (or confidentially submitted) with the Commission on or prior to the 270th 180th day following the date of original issuance of the Securitiesissue date, (ii) neither the Registered Exchange Offer Registration Statement has been consummated nor the Shelf Registration Statement has been declared effective on or prior to the 345th 360th day following the date of original issuance of the Securities, (iii) the Registered Exchange Offer has not been consummated or the Shelf Registration Statement has not been declared effective on or prior to the 375th day following the date of original issuance of the Securitiesissue 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 in connection with 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 (iviii) above being referred to herein as a "“Registration Default"”), 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 NotesSecurities) 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, at a rate per annum equal to 0.25% per annum of the principal amount of the Securities; provided, however, that Securities during the 90-day period immediately following the occurrence of such rate per annum Registration Default and shall increase by 0.25% -------- ------- per annum from and including at the 91st end of each subsequent 90-day after the first such Registration Default (and each successive 91st day thereafter) unless and until all Registration Defaults have been curedperiod, provided further, however, that but in no ---------------- ------- event shall the Special Interest accrue at a such rate in excess of 1.00exceed 0.75% per annum. The Special Interest will be payable in cash semiannually in arrears each April 15 January 11 or July 11 and October 15 commencing April 15otherwise 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, 1998interest and premium, if any, on or with respect to this Note and all payments to the Trustee under Section 607 of the Indenture shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, penalties, fines, duties, assessments or other governmental charges of whatever nature (or interest on any of the foregoing) imposed, levied, collected, withheld or assessed (“Taxes”) by, within or on behalf of the Republic of Chile or any political subdivision or governmental authority thereof or therein having power to tax (a “Taxing Authority”), unless such withholding or deduction is required by law. If the Company 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 of the applicable 30-day period; (ii) for any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, duty, fine, assessment or other governmental charge; (iii) if held by or on behalf of a 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 Registration Rights Agreement, dated as of March 26October 1, 19972003, among the CompanyParent, the Subsidiary Guarantors Issuer and the Initial Purchasers named therein therein, or any other similar Registration Rights 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) on or prior to April 30, 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission Commission, (ii) on or prior to the 270th day following the date of original issuance of the SecuritiesJune 30, (ii) 2005, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective effective, (iii) on or prior to July 31, 2005, neither the 345th day following the date of original issuance of the Securities, (iii) the Registered Exchange Offer has not been consummated or nor the Shelf Registration Statement has not been declared effective on or prior to the 375th day following the date of original issuance of the Securitieseffective, 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 Securities at any time that the Company is obligated to maintain the effectiveness thereof pursuant to periods specified in, 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") shall 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 NotesOriginal 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 equal to 0.25% during the 90-day period immediately following the occurrence of the principal amount of the Securities; provided, however, that such rate per annum Registration Default and shall increase by 0.25% -------- ------- per annum from and including at the 91st end of each subsequent 90-day after the first such Registration Default (and each successive 91st day thereafter) unless and until all Registration Defaults have been curedperiod, provided further, however, that but in no ---------------- ------- event shall the Special Interest accrue at a such rate in excess of exceed 1.00% per annum. The Special Interest will be payable in cash semiannually in arrears each April 15 and October 15 commencing April 15, 1998computed on the basis of a 360-day year comprised of twelve 30-day months.

Special Interest. The holder of this Security is entitled to the ----------------- benefits of a Registration Agreement, dated as of March 26, 1997, among the Company, the Subsidiary Guarantors and the Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (ba) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that If (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission on or prior to the 270th 120th day following the date of original issuance of Closing Date, a Shelf Registration Statement is not declared effective by the SecuritiesCommission, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective on or prior to the 345th day following the date of original issuance of the Securities, (iii) the Registered Exchange Offer has not been consummated or the Shelf Registration Statement has not been declared effective 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 in connection with resales of the Securities at any time that Holders are otherwise prevented by the Company is obligated to maintain the effectiveness thereof from making sales pursuant to the Shelf Registration Agreement Statement for more than 90 consecutive days or (each such event referred iii) the Shelf Registration Statement ceases to in clauses be effective or the Holders are otherwise prevented by the Company from making sales pursuant to the Shelf Registration Statement for more than 120 days, whether or not consecutive, during any 12-month period (i) through (iv) above being referred to herein as each, a "“Registration Default"”), the Company shall be required to pay additional interest (the "“Special Interest") shall accrue (in addition to stated interest on the Notes) ”), from and including the date on which the first day following such Registration Default shall occur to but excluding the earlier of the date on which (i) such Registration Default has been cured and (ii) of the earliest of (x) the sale of all outstanding Registrable Securities registered under the Shelf Registration Defaults have been curedStatement; (y) the expiration of the period referred to in Rule 144(k) of the Securities Act with respect to all Registrable Securities held by the Person that are not Affiliates of the Company and (z) two years from the Effective Date, at a rate per annum equal to an additional one-quarter of one percent (0.25% %) of the principal amount of all outstanding Securities, to and including the 90th day following such Registration Default and one-half of one percent (0.50%) thereof from and after, in each case from the 91st such consecutive day or the 121st day of the 12-month period, as applicable. (b) Following the cure of a Registration Default, Special Interest will cease to accrue with respect to that Registration Default. In addition, no Special Interest will accrue after the end of the Effectiveness Period. However, the Company shall remain liable for any previously accrued additional Special Interest. (c) Any amounts to be paid as Special Interest pursuant to paragraph (a) of this Section 7 shall be paid in cash semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date (as defined in the Indenture), as applicable, following the date of such Registration Default. Such Special Interest will accrue in respect of the Securities at the rates set forth in paragraph (a) of this Section 7, on the principal amount of the Securities; provided. (d) Except as provided in Section 8(b) hereof, however, that such rate per annum the Special Interest as set forth in this Section 7 shall increase by 0.25% -------- ------- per annum from and including be the 91st day after exclusive monetary remedy available to the first Holders of Registrable Securities for such Registration Default (and each successive 91st day thereafter) unless and until all Registration Defaults have been cured, provided further, however, that in Default. In no ---------------- ------- event shall the Company be required to pay Special Interest in excess of the applicable maximum amount of one-half of one percent (0.50%) set forth above, regardless of whether one or multiple Registration Defaults exist. In no event will Special Interest accrue at a rate on the Company’s common stock unless the Notes have been converted, in excess of 1.00% per annum. The which case Special Interest will be payable in cash semiannually in arrears each April 15 and October 15 commencing April 15, 1998due to the Holders as though the Holder had not converted the Notes to common stock.

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 Registration Agreement, dated Qualified Foreign Collateral Agent (as defined in Section 7.3 of March 26, 1997, among the Company, the Subsidiary Guarantors and the Purchasers named therein Indenture) (the "Registration 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 successor Qualified Foreign Collateral Agent (the "Prescribed Agreement"), 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. Capitalized terms used Such Special Interest shall be payable in this paragraph (b) but not defined herein have cash semi-annually in arrears at the meanings assigned to them times and in the Registration Agreement. In manner provided for in the event Indenture, provided that (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission on or prior to the 270th day following the date of original issuance for this purpose, Section 2.11 of the SecuritiesIndenture shall be read to include as Interest Payment Dates, (ii) neither as applicable, June 1 and December 1 of each year, commencing December 1, 1996. Such Special Interest shall cease to accrue upon the Exchange Offer Registration Statement nor Procurement or the Shelf Registration Statement has been declared effective on or prior Reorganization taking place and all accrued and unpaid Special Interest shall be paid to the 345th day following the date of original issuance each Holder of the SecuritiesNotes on the next Interest Payment Date with respect thereto. Special Interest, (iii) as defined in the Registered Exchange Offer has not been consummated or the Shelf Registration Statement has not been declared effective on or prior to the 375th day following the date of original issuance Indenture, may include Special Interest arising as a result of the Securities, or (iv) after either the Exchange Offer occurrence of a "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 obligated to maintain the effectiveness thereof pursuant to Default" under the Registration Agreement (each such event referred to as defined in clauses (i) through (iv) above being referred to herein the Indenture). Except as a "Registration Default")expressly provided in this paragraph 4, Special Interest shall be treated as interest (the "Special Interest") shall accrue (in addition to stated interest on the Notes) 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, 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 by 0.25% -------- ------- per annum from and including the 91st day after the first such Registration 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 Special Interest accrue at a rate in excess of 1.00% per annum. The Special is due and payable shall be treated as an Interest will be payable in cash semiannually in arrears each April 15 Payment Date, for all purposes under this Note and October 15 commencing April 15, 1998the Indenture.

Special Interest. (a) The holder Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of this Security is entitled to the ----------------- benefits of a Registration Agreement, dated as of March 26, 1997, among the Companysuch damages with precision. Accordingly, the Subsidiary Guarantors Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Purchasers named therein Notes (the "Registration Agreement"). Capitalized terms used in this paragraph (b“Special Interest”) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that if either (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission on or prior to the 270th day following the date of original issuance of the Securities, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective on or prior to the 345th day following the date of original issuance of the Securities, (iii) the Registered Exchange Offer has not been consummated or the consummated, (ii) any Shelf Registration Statement Registration, if required hereby, has not been declared effective on or prior to by the 375th day following the date of original issuance of the Securities, SEC or (iviii) after either the Exchange Offer any Registration Statement required by Section 2 or the Shelf Registration Statement 3 of this Agreement has been declared effective, such Registration Statement thereafter effective but ceases to be effective or usable in connection with resales of the Securities at any time that the Company at which it is obligated required to maintain the effectiveness thereof pursuant to the Registration be effective under this Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as iii), a "“Registration Default"”), interest (the ". The Special Interest") Interest shall accrue (in addition to stated interest on the 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, at a rate per annum equal to 0.25% of the principal amount of the SecuritiesNotes at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Special Interest continues to accrue, provided that the rate at which such Special Interest accrues may in no event exceed 1.00% per annum) (such Special Interest to be calculated by the Issuers); provided, however, that such rate per annum shall increase by 0.25% -------- ------- per annum from and including upon the 91st day after the first such Registration Default (and each successive 91st day thereafter) unless and until cure of all Registration Defaults have been curedrelating to the particular Registrable Securities, provided furtherthe interest rate borne by the relevant Registrable Securities will be reduced to the original interest rate borne by such Registrable Securities. Notwithstanding any other provisions of this Section 4, however, that in no ---------------- ------- event the Issuers shall the not be obligated to pay Special Interest accrue at provided in Section 4(a)(ii) during a rate in excess of 1.00% per annumShelf Suspension Period permitted by Section 3(a) hereof. The provisions for Special Interest will be the only monetary remedy available to holders under this Agreement. (b) The Issuers shall notify the Trustee and the paying agent 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 clause (a) of this Section 4 will be payable in cash semiannually in arrears on each April March 1 and September 1 (to the holders of record on the February 15 and October August 15 immediately preceding such dates), commencing April 15the first such date occurring after any such Special Interest commences to accrue. The amount of Special Interest will be determined by the Issuers by multiplying the applicable Special Interest rate by the principal amount of the Registrable Securities, 1998multiplied 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Special Interest. The Following the Securities Assumption, the holder of this Security is shall be entitled to the ----------------- benefits of a Registration Agreement, Agreement to be dated as of March 26, 1997the Securities Assumption Date, among the CompanyParent, the Subsidiary Guarantors Financing 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) on or prior to the date that is 180 days after the Securities Assumption Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission Commission, (ii) on or prior to the 270th day following date that is 270 days after the date of original issuance of the SecuritiesSecurities Assumption Date, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective effective, (iii) on or prior to the 345th day later of the date that is 300 days after the Securities Assumption Date and 30 business days following the initial effectiveness date of original issuance of the SecuritiesExchange Offer Registration Statement, (iii) neither the Registered Exchange Offer has not been consummated or nor the Shelf Registration Statement has not been declared effective on or prior to the 375th day following the date of original issuance of the Securitieseffective, 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 Securities at any time that the Company is obligated to maintain the effectiveness thereof pursuant to periods specified in, 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"”) shall 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 NotesOriginal 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 equal to 0.25% during the 90-day period immediately following the occurrence of the principal amount of the Securities; provided, however, that such rate per annum Registration Default and shall increase by 0.25% -------- ------- per annum from and including at the 91st end of each subsequent 90-day after the first such Registration Default (and each successive 91st day thereafter) unless and until all Registration Defaults have been curedperiod, provided further, however, that but in no ---------------- ------- event shall the Special Interest accrue at a such rate in excess of exceed 1.00% per annum. The Special Interest will be payable computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in cash semiannually the case of an event referred to in arrears each April 15 clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Issuer has used and October 15 commencing April 15, 1998is continuing to use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.

Special Interest. The holder Holder of this Security Note is entitled to the ----------------- benefits of a the Registration AgreementRights Agreement dated May 8, dated as of March 26, 19972001, among the CompanyIssuer, Polska Telefonia Cyfrowa Sp. z o.o. (the Subsidiary Guarantors "Guarantor") 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 Agreement. In the event that (ia) neither the Exchange Offer Registration Statement nor (as defined in the Shelf Registration Statement has been Rights Agreement) is not filed with the U.S. Securities and Exchange Commission (or the Exchange Offer Registration Statement is not submitted to the Securities Board of The Netherlands (the "Securities Board")) on or prior to the 270th 90th calendar day following the date of original issuance of the SecuritiesNotes, (iib) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been is not declared effective on or prior to the 345th 150th day following the date of original issuance of the Securities, Notes or (iiic) the Registered Exchange Offer has is not been consummated or the a Shelf Registration Statement has (as defined in the Registration Rights Agreement) with respect to the Notes is not been declared effective (or the Securities Board does not grant a dispensation with respect to such Shelf Registration Statement) on or prior to the 375th 180th 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 in connection with resales of the Securities at any time that the Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement Notes (each such event referred to in clauses (ia) through (ivc) above being referred to herein as above, a "Registration Default"), interest (the "Special Interest") shall accrue (in addition to the stated interest on the Notes) 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 to but excluding the date on which all Registration Defaults have been curedDefault, at a rate per annum equal to 0.250.50% of the principal amount of the Securities; provided, however, that Notes (determined daily) with respect to the first 90-day period following such rate Registration Default. Such amount of Special Interest will increase by an additional 0.50% per annum shall increase by 0.25to a maximum of 1.50% -------- ------- per annum from and including the 91st for each subsequent 90-day after the first period until such Registration Default (and each successive 91st day thereafter) unless and until all Registration Defaults have has been cured, provided further, however, that in no ---------------- ------- event shall . Upon the cure of any Registration Default Special Interest with respect to such default shall cease to accrue from the date of the filing, effectiveness or consummation that cured such default, as the case may be, if the Issuer and Guarantor are otherwise in compliance with this paragraph. However, if, after any such Special Interest ceases to accrue, a different Registration Default occurs, Special Interest will again accrue as described. In the event that a Shelf Registration Statement is declared effective pursuant to the Registration Rights Agreement, if the Guarantor fails to keep such Shelf Registration Statement continuously effective for the period required by the Registration Rights Agreement, then from such time as the Shelf Registration Statement is no longer effective until the earlier of (i) the date that the Shelf Registration Statement is again deemed effective, (ii) the date that is the second anniversary of the date (the "Effective Date") such Shelf Registration Statement is declared effective (or, in the case of a Shelf Registration Statement filed at the request of an Initial Purchaser, the first anniversary of the Effective Date) or (iii) the date as of which all of the Notes are sold pursuant to the Shelf Registration Statement, Special Interest shall accrue at a rate in excess per annum equal to 0.50% of the principal amount of the Notes (determined daily)(to be increased to 1.00% per annum. The Special Interest will 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 April 15 January 31 and October 15 commencing April 15July 31. During any 365-day period, 1998the Issuer and the Guarantor shall have the ability to suspend the availability of a Shelf Registration Statement for up to two periods of up to 45 consecutive days (except for the consecutive 45-day period immediately prior to maturity of the Notes), but no more than an aggregate 60 days during any 365-day period, if any event occurs as a result of which it shall be necessary, in 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 Company shall, to the ----------------- benefits fullest extent permitted by law, pay interest on overdue principal, overdue installments of a Registration AgreementInterest and overdue payments of Fundamental Change Purchase Price, dated as if any, at the rate of March 26, 1997, among 2% per annum above the Company, then-applicable rate of Interest from the Subsidiary Guarantors and the Purchasers named therein required payment date (the "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 defined herein have the meanings assigned below: (a) The Company may elect to them in the Registration Agreement. In the event that (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission on or prior make payment of any Special Interest to the 270th day following the date of original issuance of the Securities, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective on or prior to the 345th day following the date of original issuance of the Securities, (iii) the Registered Exchange Offer has not been consummated or the Shelf Registration Statement has not been declared effective 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 in connection with resales Holders of the Securities at any the close of business on a Special Record Date (as defined below), which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Special Interest proposed to be paid on each Security and the date (not less than thirty (30) calendar days after such notice) of the proposed payment (the “Special Interest Payment Date”), and at the same time that the Company is obligated shall deposit with the Trustee an amount of money equal to maintain the effectiveness thereof 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 the date of the proposed payment, such 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, and in the name and at the 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 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 Registration Agreement following clause (each such event referred to b). (b) The Company may make payment of any Special Interest in clauses (i) through (iv) above being referred to herein as a "Registration Default"), interest (any other lawful manner not inconsistent with the "Special Interest") shall accrue (in addition to stated interest on the Notes) from and including the date requirements of any securities exchange on which the first Securities may be listed, and upon such Registration Default shall occur notice as may be required by such exchange, if, after notice given by the Company to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% Trustee of the principal amount proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Securities; provided, however, that such rate per annum shall increase by 0.25% -------- ------- per annum from and including the 91st day after the first such Registration 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 Special Interest accrue at a rate in excess of 1.00% per annum. The Special Interest will be payable in cash semiannually in arrears each April 15 and October 15 commencing April 15, 1998Trustee.

Special Interest. The holder of this Security is entitled to the ----------------- ---------------- benefits of a an Exchange and Registration Rights Agreement, dated as of March 26May 22, 19971998, among the Company, the Subsidiary Guarantors 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 If (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been or Exchange Offer Registration Statement, as applicable under the Registration Agreement, is not filed with the Commission on or prior to 90 days after the 270th day following the date of original issuance of the SecuritiesIssue Date, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective on or prior to the 345th day following the date of original issuance of the Securities, (iii) the Registered Exchange Offer has not been consummated or the Shelf Registration Statement has not been declared effective 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 Statement, as the case may be, is not declared effectiveeffective within 180 days after the Issue Date, such (iii) the Registered Exchange Offer is not consummated on or prior to 210 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 180 days after the Issue Date but shall thereafter ceases cease to be effective or usable in connection with resales of the Securities (at any time that the Company is obligated to maintain the effectiveness thereof pursuant to the thereof) without being succeeded within 30 days by an additional Registration Agreement Statement filed and declared effective (each such event referred to in clauses (i) through (iv) above being referred to herein as ), a "Registration Default"), interest (the "Special ------- Interest") shall accrue on the principal amount of the Securities affected by -------- such Registration Default (in addition to stated interest on the NotesSecurities) 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 shall accrue at a rate per annum equal to 0.25% of the principal amount of the Securities; provided, however, that such rate per annum Transfer Restricted Securities for each Registration Default. The aggregate amount of Special Interest payable shall increase by 0.25% -------- ------- per annum from and including the 91st day after the first such Registration 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 Special Interest accrue at a rate in excess of exceed 1.00% per annumannum of the principal amount of the Securities. The 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 payable 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 cash semiannually the 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 arrears accordance with a Shelf Registration Statement or (iii) each April 15 and October 15 commencing April 15, 1998Initial 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 Following the Securities Assumption, the holder of this Security is shall be entitled to the ----------------- benefits of a Registration Agreement, Agreement to be dated as of March 26, 1997the Securities Assumption Date, among the CompanyParent, the Subsidiary Guarantors Financing 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) on or prior to the date that is 270 days after the Securities Assumption Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission Commission, (ii) on or prior to the 270th day following date that is 360 days after the date of original issuance of the SecuritiesSecurities Assumption Date, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective effective, (iii) on or prior to the 345th day later of the date that is 390 days after the Securities Assumption Date and 30 business days following the initial effectiveness date of original issuance of the SecuritiesExchange Offer Registration Statement, (iii) neither the Registered Exchange Offer has not been consummated or nor the Shelf Registration Statement has not been declared effective on or prior to the 375th day following the date of original issuance of the Securitieseffective, 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 Securities at any time that the Company is obligated to maintain the effectiveness thereof pursuant to periods specified in, 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"”) shall 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 NotesOriginal 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 equal to 0.25% during the 90-day period immediately following the occurrence of the principal amount of the Securities; provided, however, that such rate per annum Registration Default and shall increase by 0.25% -------- ------- per annum from and including at the 91st end of each subsequent 90-day after the first such Registration Default (and each successive 91st day thereafter) unless and until all Registration Defaults have been curedperiod, provided further, however, that but in no ---------------- ------- event shall the Special Interest accrue at a such rate in excess of exceed 1.00% per annum. The Special Interest will be payable computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in cash semiannually the case of an event referred to in arrears each April 15 clause (ii) above, a Registration Default will not be deemed to have occurred so long as the Issuer has used and October 15 commencing April 15, 1998is continuing to use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective.