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“Call Early Redemption Amount” shall mean, in the event of an early redemption from the 3rd

anniversary of the Issue Date (inclusive) until (but excluding) the 4th anniversary of the Issue Date,

102 % of the Principal Amount of the Notes and, in the event of an early redemption from the 4th

anniversary of the Issue Date (inclusive) until (but excluding) the Redemption Date, 102 % of the

Principal Amount of the Notes, in each case together with any accrued and unpaid interest on the

Principal Amount until (but excluding) the date of redemption.

(d) Early Redemption at the Option of the Noteholders upon a Change of Control. If a Change of

Control (as defined below) occurs, each Noteholder shall have the right to require the Issuer to re-

deem or, at the Issuer’s option, purchase (or procure the purchase by a third party of) in whole or in

part his Notes at the Put Early Redemption Amount (as defined below) (the “Put Option”). An ex-

ercise of the Put option shall, however, only become valid if during the Put Period (as defined be-

low) Noteholders of Notes with a Principal Amount of at least 50 % of the aggregate Principal

Amount of the Notes then outstanding have exercised the Put Option.

The Put Option shall be exercised as set out below under § 4(e.

“Change of Control” means the occurrence of any of the following events:

(i) the Issuer becomes aware that any person or group of persons acting in concert within the

meaning of § 2 (5) of the German Securities Acquisition and Takeover Act (Wertpapierer-

werbs- und Übernahmegesetz, WpÜG) (each an “Acquirer”) has become the legal or bene-

ficial owner of more than 30 % of the voting rights of the Issuer; or

(ii) the merger of the Issuer with or into a Third Person (as defined below) or the merger of a

Third Person with or into the Issuer, or the sale of all or substantially all of the assets (de-

termined on a consolidated basis) of the Issuer to a Third Person other than in a transaction

following which (A) in the case of a merger holders that represented 100 % of the voting

rights of the Issuer own directly or indirectly at least a majority of the voting rights of the

surviving person immediately after such merger and (B) in the case of a sale of all or sub-

stantially all of the assets, each transferee becomes a guarantor in respect of the Notes and is

or becomes a subsidiary of the Issuer;

“Third Person” shall for the purpose of this § 5 (3) (a) (ii) mean any person other than a subsidi-

ary of the Issuer.

“Put Early Put Redemption Amount” means for each Note 101 % of the principal amount of

such Note, plus accrued and unpaid interest up to (but excluding) the Put Date (as defined below).

If a Change of Control occurs, then the Issuer shall, without undue delay, after becoming aware

thereof, give notice of the Change of Control (a “Put Event Notice”) to the Noteholders in accor-

dance with § 12 specifying the nature of the Change of Control and the procedure for exercising

the Put Option contained in this § 4(d).

(e) The exercise of the Put Option pursuant to § 4(d), must be declared by the Noteholder within 30

days after a Put Event Notice has been published (the “Put Period”) to the Depositary Bank of

such Noteholder in writing (a “Put Notice”). The Issuer shall redeem or, at its option, purchase (or

procure the purchase of) the relevant Note(s) on the date (the “Put Redemption Date”) seven days

after the expiration of the Put Period unless previously redeemed or purchased and cancelled.

Payment in respect of any Note so delivered will be made in accordance with the customary proce-

dures through the Clearing System. A Put Notice, once given, shall be irrevocable.

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