Common use of Make-Whole Amount Clause in Contracts

Make-Whole Amount. If the Effective Date (as defined below) of a Change in Control occurs prior to November 20, 2015 as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in Control and a Holder elects to convert its Notes in connection with such Change in Control pursuant to Section 2.11(d) hereof, the Company shall increase the applicable Conversion Rate for such Notes surrendered for conversion by a number of additional Common Shares (the “Additional Shares”) as specified below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such a Change in Control if the notice of conversion of the Notes is received by the Conversion Agent on any date from and including the date that is the Effective Date of such Change in Control up to and including the 30th Business Day following the Effective Date of such Change in Control. The number of Additional Shares will be determined by reference to the table below and is based on the date on which such Change in Control transaction becomes effective (the “Effective Date”) and the price (the “Share Price”) paid per Common Share in such Change in Control transaction. If holders of Common Shares receive only cash in a Change in Control transaction, the Share Price shall be the cash amount paid per Common Share. In all other cases, the Share Price shall be the average of the Closing Sale Prices of the Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Date. The Share Prices set forth in the first row of the table (i.e., the column headers) will be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Share Prices will equal the Share Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Share Price adjustment and the denominator of which is the Conversion Rate as so adjusted. In addition, the number of Additional Shares will be subject to adjustment in the same manner as the Conversion Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Share Price and number of Additional Shares to be received per $1,000 principal amount of Notes: Share Price Effective date $12.85 $14.00 $15.00 $16.00 $18.00 $20.00 $22.00 $25.00 $30.00 $35.00 $40.00 $45.00 $50.00 11/5/2010 16.7849 14.1925 11.5928 9.6160 6.7117 4.7654 3.4339 2.1480 1.0203 0.4862 0.2162 0.0761 0.0085 11/15/2011 16.7849 14.1773 11.5456 9.4437 6.3981 4.4045 3.0771 1.8405 0.8165 0.3640 0.1481 0.0416 0.0000 11/15/2012 16.7849 13.9524 11.1382 8.9151 5.7620 3.7732 2.5064 1.3943 0.5564 0.2249 0.0789 0.0116 0.0000 11/15/2013 16.7849 13.1027 10.1071 7.7848 4.6136 2.7479 1.6575 0.8061 0.2727 0.0979 0.0257 0.0000 0.0000 11/15/2014 16.7849 11.7547 8.4396 5.9557 2.8345 1.2932 0.5858 0.1987 0.0594 0.0232 0.0016 0.0000 0.0000 11/20/2015 16.7849 10.3925 5.6306 1.4620 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Share Prices and Effective Dates may not be set forth in the table, in which case:

Make-Whole Amount. If the Effective Date (as defined below) of a Change in Control occurs prior to November October 20, 2015 2011 as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in Control and a Holder elects to convert exchange its Notes in connection with such Change in Control pursuant to Section 2.11(d) hereof), the Company Operating Partnership shall increase the applicable Conversion Exchange Rate for such Notes surrendered for conversion exchange by a number of additional Company Common Shares (the “Additional Shares”) as specified below. A conversion An exchange of Notes shall be deemed for these purposes to be “in connection with” such a Change in Control if the notice of conversion exchange of the Notes is received by the Conversion Exchange Agent on any date from and including the date that is the Effective Date (as defined below) of such Change in Control up to and including the 30th Business Day following the Effective Date of such Change in Control. The number of Additional Shares will shall be determined by reference to the table below and is based on the date on which such Change in Control transaction becomes effective (the “Effective Date”) and the price (the “Share Stock Price”) paid per Company Common Share in such Change in Control transaction. If holders of Company Common Shares receive only cash in a Change in Control transactiontransaction described in clause (1) of the definition of such term, the Share Stock Price shall be the cash amount paid per Company Common Share. In all other cases, the Share Stock Price shall be the average of the Closing Sale Prices of the Company Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Date. The Share Stock Prices set forth in the first row of the table (i.e., the column headers) will shall be adjusted as of any date on which the Conversion Exchange Rate of the Notes is adjusted. The adjusted Share Stock Prices will shall equal the Share Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Exchange Rate immediately prior to the adjustment giving rise to the Share Stock Price adjustment and the denominator of which is the Conversion Exchange Rate as so adjusted. In addition, the number of Additional Shares will shall be subject to adjustment in the same manner as the Conversion Exchange Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Share Stock Price and number of Additional Shares to be received per $1,000 principal amount of Notes: Share Stock Price Effective date Date $12.85 $14.00 $15.00 $16.00 $18.00 $20.00 $22.00 $25.00 $30.00 $35.00 32.80 $40.00 $45.00 $50.00 11/5/2010 16.7849 14.1925 11.5928 9.6160 6.7117 4.7654 3.4339 2.1480 1.0203 0.4862 0.2162 0.0761 0.0085 11/15/2011 16.7849 14.1773 11.5456 9.4437 6.3981 4.4045 3.0771 1.8405 0.8165 0.3640 0.1481 0.0416 $55.00 $60.00 $65.00 $70.00 October 4, 2006 5.0813 2.1779 1.1900 0.6388 0.3329 0.1632 0.0681 0.0186 October 15, 2007 5.0813 2.1042 1.0901 0.5437 0.2547 0.1030 0.0270 0.0019 October 15, 2008 5.0813 1.9703 0.9400 0.4167 0.1598 0.0391 0.0020 0.0000 11/15/2012 16.7849 13.9524 11.1382 8.9151 5.7620 3.7732 2.5064 1.3943 0.5564 0.2249 0.0789 0.0116 0.0000 11/15/2013 16.7849 13.1027 10.1071 7.7848 4.6136 2.7479 1.6575 0.8061 0.2727 0.0979 0.0257 October 15, 2009 5.0813 1.7371 0.7181 0.2502 0.0524 0.0011 0.0000 0.0000 11/15/2014 16.7849 11.7547 8.4396 5.9557 2.8345 1.2932 0.5858 0.1987 0.0594 0.0232 0.0016 October 15, 2010 5.0813 1.3128 0.3734 0.0459 0.0000 0.0000 11/20/2015 16.7849 10.3925 5.6306 1.4620 0.0000 0.0000 October 20, 2011 5.0813 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Share actual Stock Prices and Effective Dates may not be set forth in the table, in which case:

Make-Whole Amount. If the Effective Date (as defined below) of a Change in Control occurs prior to November 20January 18, 2015 2012 as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in Control and a Holder elects to convert exchange its Notes in connection with such Change in Control pursuant to Section 2.11(d) hereof), the Company Operating Partnership shall increase the applicable Conversion Exchange Rate for such Notes surrendered for conversion exchange by a number of additional Company Common Shares (the “Additional Shares”) as specified below. A conversion An exchange of Notes shall be deemed for these purposes to be “in connection with” such a Change in Control if the notice of conversion exchange of the Notes is received by the Conversion Exchange Agent on any date from and including the date that is the Effective Date (as defined below) of such Change in Control up to and including the 30th Business Day following the Effective Date of such Change in Control. The number of Additional Shares will be determined by reference to the table below and is based on the date on which such Change in Control transaction becomes effective (the “Effective Date”) and the price (the “Share Stock Price”) paid per Company Common Share in such Change in Control transaction. If holders of Company Common Shares receive only cash in a Change in Control transactiontransaction described in clause (1) of the definition of such term, the Share Stock Price shall be the cash amount paid per Company Common Share. In all other cases, the Share Stock Price shall be the average of the Closing Sale Prices of the Company Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Date. The Share Stock Prices set forth in the first row of the table (i.e., the column headers) will be adjusted as of any date on which the Conversion Exchange Rate of the Notes is adjusted. The adjusted Share Stock Prices will equal the Share Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Exchange Rate immediately prior to the adjustment giving rise to the Share Stock Price adjustment and the denominator of which is the Conversion Exchange Rate as so adjusted. In addition, the number of Additional Shares will be subject to adjustment in the same manner as the Conversion Exchange Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Share Stock Price and number of Additional Shares to be received per $1,000 principal amount of Notes: Share Effective Stock Price Effective date Date $12.85 $14.00 $15.00 $16.00 $18.00 $20.00 $22.00 $25.00 $30.00 $35.00 36.21 $40.00 $45.00 $50.00 11/5/2010 16.7849 14.1925 11.5928 9.6160 6.7117 4.7654 3.4339 2.1480 1.0203 0.4862 0.2162 0.0761 0.0085 11/15/2011 16.7849 14.1773 11.5456 9.4437 6.3981 4.4045 3.0771 1.8405 0.8165 0.3640 0.1481 0.0416 0.0000 11/15/2012 16.7849 13.9524 11.1382 8.9151 5.7620 3.7732 2.5064 1.3943 0.5564 0.2249 0.0789 0.0116 0.0000 11/15/2013 16.7849 13.1027 10.1071 7.7848 4.6136 2.7479 1.6575 0.8061 0.2727 0.0979 0.0257 0.0000 0.0000 11/15/2014 16.7849 11.7547 8.4396 5.9557 2.8345 1.2932 0.5858 0.1987 0.0594 0.0232 0.0016 0.0000 0.0000 11/20/2015 16.7849 10.3925 5.6306 1.4620 0.0000 0.0000 $60.00 $70.00 $80.00 $90.00 $100.00 June 27, 2006 4.3624 3.1072 2.0598 1.4864 0.9190 0.6840 0.5749 0.5031 0.4507 July 15, 2007 4.3624 3.0078 1.9270 1.3190 0.7702 0.5661 0.4734 0.4150 0.3722 July 15, 2008 4.3624 2.8765 1.7748 1.1194 0.6071 0.4406 0.3692 0.3246 0.2918 July 15, 2009 4.3624 2.6984 1.5273 0.8772 0.4301 0.3145 0.2669 0.2365 0.2132 July 15, 2010 4.3624 2.4372 1.1807 0.5665 0.2407 0.1847 0.1600 0.1424 0.1285 July 15, 2011 4.3624 2.0126 0.5727 0.1616 0.0725 0.0617 0.0541 0.0482 0.0435 January 18, 2012 4.3624 1.7458 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Share Stock Prices and Effective Dates may not be set forth in on the table, in which case:

Make-Whole Amount. If the Effective Date (as defined below) of a Change in Control occurs prior to November 20August 18, 2015 as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in Control 2011 and a Holder elects to convert exchange its Notes in connection with such Change in Control pursuant to Section 2.11(d) hereof), the Company Partnership shall increase the applicable Conversion Exchange Rate for such Notes surrendered for conversion exchange by a number of additional Company Common Shares (the “Additional Shares”) as specified below. A conversion An exchange of Notes shall be deemed for these purposes to be “in connection with” such a Change in Control if the notice of conversion exchange of the Notes is received by the Conversion Exchange Agent on any date from and including the date that is the Effective Date (as defined below) of such Change in Control up to and including the 30th Business Day following the Effective Date of such Change in Control. The number of Additional Shares will be determined by reference to the table below and is based on the date on which such Change in Control transaction becomes effective (the “Effective Date”) and the price (the “Share Stock Price”) paid per Company Common Share in such Change in Control transaction. If holders of Company Common Shares receive only cash in a Change in Control transaction, the Share Stock Price shall be the cash amount paid per Company Common Share. In all other cases, the Share Stock Price shall be the average of the Closing Sale Prices of the Company Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Date. The Share Stock Prices set forth in the first row of the table (i.e., the column headers) will be adjusted as of any date on which the Conversion Exchange Rate of the Notes is adjusted. The adjusted Share Stock Prices will equal the Share Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Exchange Rate immediately prior to the adjustment giving rise to the Share Stock Price adjustment and the denominator of which is the Conversion Exchange Rate as so adjusted. In addition, the number of Additional Shares will be subject to adjustment in the same manner as the Conversion Exchange Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Share Stock Price and number of Additional Shares to be received per $1,000 principal amount of Notes: Share Effective Stock Price Effective date Date $12.85 47.64 $14.00 60.00 $15.00 70.00 $16.00 80.00 $18.00 90.00 $20.00 100.00 $22.00 125.00 $25.00 $30.00 $35.00 $40.00 $45.00 $50.00 11/5/2010 16.7849 14.1925 11.5928 9.6160 6.7117 4.7654 3.4339 2.1480 1.0203 0.4862 0.2162 0.0761 0.0085 11/15/2011 16.7849 14.1773 11.5456 9.4437 6.3981 4.4045 3.0771 1.8405 0.8165 0.3640 0.1481 0.0416 0.0000 11/15/2012 16.7849 13.9524 11.1382 8.9151 5.7620 3.7732 2.5064 1.3943 0.5564 0.2249 0.0789 0.0116 0.0000 11/15/2013 16.7849 13.1027 10.1071 7.7848 4.6136 2.7479 1.6575 0.8061 0.2727 0.0979 0.0257 0.0000 0.0000 11/15/2014 16.7849 11.7547 8.4396 5.9557 2.8345 1.2932 0.5858 0.1987 0.0594 0.0232 0.0016 0.0000 0.0000 11/20/2015 16.7849 10.3925 5.6306 1.4620 0.0000 0.0000 0.0000 150.00 August 23, 2006 4.5973 2.1819 1.2716 0.7948 0.5353 0.3858 0.2145 0.1438 August 15, 2007 4.5973 2.0534 1.1280 0.6666 0.4289 0.2998 0.1637 0.1096 August 15, 2008 4.5973 1.8779 0.9466 0.5144 0.3104 0.2089 0.1145 0.0767 August 15, 2009 4.5973 1.6313 0.7100 0.3347 0.1837 0.1212 0.0691 0.0463 August 15, 2010 4.5973 1.2502 0.3850 0.1335 0.0694 0.0507 0.0320 0.0211 August 18, 2011 4.5973 0.2733 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Share Stock Prices and Effective Dates may not be set forth in on the table, in which case:

Make-Whole Amount. If the Effective Date (as defined below) of a Change in Control occurs prior to November 20February 21, 2015 2012 as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in Control and a Holder elects to convert its Notes in connection with such Change in Control pursuant to Section 2.11(d) hereof), the Company shall increase the applicable Applicable Conversion Rate (prior to the adjustment provided for in this Section 2.10) for such Notes surrendered for conversion by a number of additional shares of Company Common Shares Stock (the “Additional Shares”) as specified below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such a Change in Control if the notice of conversion of the Notes is received by the Conversion Agent on any date from and including the date that is the Effective Date (as defined below) of such Change in Control up to and including the 30th Business Day following the Effective Date of such Change in Control. The number of Additional Shares will be determined by reference to the table below and is based on the date on which such Change in Control transaction becomes effective (the “Effective Date”) and the price (the “Share Stock Price”) paid per Company Common Share in such Change in Control transaction. If holders of Company Common Shares Stock receive only cash in a Change in Control transactiontransaction described in clause (1) of the definition of such term, the Share Stock Price shall be the cash amount paid per Company Common Share. In all other cases, the Share Stock Price shall be the average of the Closing Sale Prices of the Company Common Shares Stock on the 10 consecutive Trading Days up to but excluding the Effective Date. The Share Stock Prices set forth in the first row of the table (i.e., the column headers) will be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Share Stock Prices will equal the Share Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Share Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. In addition, the number of Additional Shares will be subject to adjustment in the same manner as the Conversion Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Share Stock Price and number of Additional Shares to be received per $1,000 principal amount of Notes: Share Price Effective date $12.85 55.85 $14.00 57.50 $15.00 60.00 $16.00 65.00 $18.00 70.00 $20.00 75.00 $22.00 80.00 $25.00 85.00 $30.00 90.00 $35.00 95.00 $40.00 $45.00 $50.00 11/5/2010 16.7849 14.1925 11.5928 9.6160 6.7117 4.7654 3.4339 2.1480 1.0203 0.4862 0.2162 0.0761 0.0085 11/15/2011 16.7849 14.1773 11.5456 9.4437 6.3981 4.4045 3.0771 1.8405 0.8165 0.3640 0.1481 0.0416 0.0000 11/15/2012 16.7849 13.9524 11.1382 8.9151 5.7620 3.7732 2.5064 1.3943 0.5564 0.2249 0.0789 0.0116 0.0000 11/15/2013 16.7849 13.1027 10.1071 7.7848 4.6136 2.7479 1.6575 0.8061 0.2727 0.0979 0.0257 0.0000 0.0000 11/15/2014 16.7849 11.7547 8.4396 5.9557 2.8345 1.2932 0.5858 0.1987 0.0594 0.0232 0.0016 0.0000 0.0000 11/20/2015 16.7849 10.3925 5.6306 1.4620 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 100.00 8/15/2006 3.86 3.51 3.03 2.24 1.63 1.16 0.80 0.53 0.32 0.18 0.07 2/15/2007 3.86 3.51 3.02 2.22 1.61 1.14 0.78 0.51 0.31 0.17 0.06 2/15/2008 3.86 3.49 2.99 2.17 1.55 1.08 0.72 0.46 0.27 0.14 0.05 2/15/2009 3.86 3.45 2.93 2.08 1.45 0.98 0.63 0.39 0.21 0.09 0.02 2/15/2010 3.86 3.38 2.83 1.94 1.29 0.82 0.50 0.27 0.13 0.04 0.00 2/15/2011 3.86 3.36 2.69 1.71 1.02 0.56 0.27 0.11 0.02 0.00 0.00 2/21/2012 3.86 3.35 2.62 1.34 0.44 0.02 0.00 0.00 0.00 0.00 0.00 The exact Share Stock Prices and Effective Dates may not be set forth in on the table, in which case:

Make-Whole Amount. If the Effective Date (as defined below) of a Change in Control occurs prior to November 20, 2015 as a result effective date of a transaction or event described in clauses under clause (1) or (23) of the definition of Change “fundamental change” occurs (regardless of whether the holder has the right to require us to repurchase the notes) prior to May 15, 2014 and 10% or more of the consideration for our common stock in Control the transaction consists of consideration other than common stock that is traded or scheduled to be traded immediately following such transaction on a U.S. national or regional securities exchange (collectively, “Listed Common Equity”) and a Holder elects to convert its Notes the notes are surrendered for conversion in connection with such Change in Control pursuant to Section 2.11(d) hereoftransaction, the Company shall we will increase the applicable Conversion Rate for such Notes surrendered for conversion rate by a number of additional Common Shares shares of our common stock (the “Additional Sharesadditional shares”) as specified described below. We will notify holders at least five business days prior to the anticipated effective date of any transaction described in this paragraph. A conversion of Notes shall the notes will be deemed for these purposes to be “in connection with” such a Change in Control given fundamental change if the related conversion notice of conversion of the Notes is received by the Conversion Agent on any date conversion agent during the period from and including the effective date that is of the Effective Date of such Change in Control up to transaction until and including the 30th Business Day business day following the Effective Date of such Change in Controleffective date. The number of Additional Shares additional shares will be determined by reference to the table below and is below, based on the date on which such Change in Control the transaction becomes effective (the “Effective Dateeffective date”) and the price (the “Share Pricestock price”) paid per Common Share share of our common stock in such Change in Control the transaction. If holders of Common Shares our common stock receive only cash in a Change in Control the transaction, the Share Price shall stock price will be the cash amount paid per Common Shareshare of our common stock. In all other casesOtherwise, the Share Price shall stock price will be the average of the Closing Sale Prices closing sale prices of our common stock on the five trading days immediately prior to but not including the effective date of the Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Datetransaction. The Share Prices stock prices set forth in the first row of the table below (i.e., the column headers) will be adjusted as of any date on which the conversion rate of the notes is adjusted, as described above under “— Conversion Rate of the Notes is adjusted. Adjustments.” The adjusted Share Prices stock prices will equal the Share Prices stock prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate conversion rate immediately prior to the adjustment giving rise to the Share Price stock price adjustment and the denominator of which is the Conversion Rate conversion rate as so adjusted. In addition, the The number of Additional Shares additional shares will be subject to adjustment adjusted in the same manner as the conversion rate as set forth under “— Conversion Rate in accordance with the provisions of Section 2.14 hereof. Adjustments.” The following table sets forth the Share Price stock price, effective date and number of Additional Shares to be received additional shares per $1,000 principal amount of Notesnotes: Share Stock Price Effective date Date $12.85 $14.00 $15.00 $16.00 $18.00 $20.00 $22.00 $25.00 26.04 $30.00 $35.00 35.67 $40.00 $45.00 $50.00 11/5/2010 16.7849 14.1925 11.5928 9.6160 6.7117 4.7654 3.4339 2.1480 1.0203 0.4862 0.2162 0.0761 0.0085 11/15/2011 16.7849 14.1773 11.5456 9.4437 6.3981 4.4045 3.0771 1.8405 0.8165 0.3640 0.1481 0.0416 0.0000 11/15/2012 16.7849 13.9524 11.1382 8.9151 5.7620 3.7732 2.5064 1.3943 0.5564 0.2249 0.0789 0.0116 0.0000 11/15/2013 16.7849 13.1027 10.1071 7.7848 4.6136 2.7479 1.6575 0.8061 0.2727 0.0979 0.0257 $55.00 $60.00 $70.00 $80.00 $90.00 $100.00 May 23, 2007 10.3714 8.0190 5.7733 4.5865 3.7068 2.9690 2.5072 2.0807 1.5533 1.2103 0.9546 0.7760 May 15, 2008 10.3714 7.4357 5.1622 4.0190 3.1646 2.4550 2.0399 1.6523 1.1947 0.9115 0.7068 0.5650 May 15, 2009 10.3714 7.0923 4.7697 3.6440 2.8134 2.1210 1.7454 1.3907 1.0604 0.7528 0.5868 0.4660 May 15, 2010 10.3714 6.3823 4.0099 2.9565 2.1757 1.5310 1.2363 0.9440 0.6476 0.4902 0.3834 0.3060 May 15, 2011 10.3714 5.2057 2.6755 1.7440 1.0401 0.5510 0.3890 0.2307 0.1319 0.0952 0.0723 0.0570 May 15, 2012 10.3714 4.2257 0.2729 0.0000 0.0000 11/15/2014 16.7849 11.7547 8.4396 5.9557 2.8345 1.2932 0.5858 0.1987 0.0594 0.0232 0.0016 0.0000 0.0000 11/20/2015 16.7849 10.3925 5.6306 1.4620 0.0000 0.0000 0.0000 0.0000 0.0000 May 15, 2013 10.3714 4.5857 0.1383 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 May 15, 2014 10.3714 5.3023 0.0038 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The maximum amount of additional shares is 10.3714 per $1,000 principal amount of notes, subject to adjustment in the same manner as in the conversion rate as set forth under “Description of Notes — Conversion Rights — Conversion Rate Adjustments” and in no event will the number of additional shares of our common stock issuable upon conversion as a result of a fundamental change exceed that amount. The exact Share Prices stock prices and Effective Dates effective dates may not be set forth in the tabletable above, in which case:: • If the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the two effective dates, as applicable, based on a 365-day year. • If the stock price is in excess of $100.00 per share (subject to adjustment), no additional shares will be added to the conversion rate. • If the stock price is less than $26.04 per share (subject to adjustment), no additional shares will be added to the conversion rate. Redemption at our Option Prior to May 20, 2012, we will not have the right to redeem the notes. We will have the right to redeem the notes in whole or in part, at any time or from time to time, on or after May 20, 2012 upon not less than 30 nor more than 60 days prior notice by mail, for a cash price equal to the percentage specified in the table below of the principal amount of the notes to be redeemed plus any accrued and unpaid interest (including contingent interest, additional interest and additional amounts, if any) thereon up to, but not including, the redemption date. If the redemption date is on a date that is after a record date and on or prior to the corresponding interest payment date, we will pay the related interest (including contingent interest, additional interest and additional amounts, if any) to the person to whom principal is payable. Period Commencing Redemption Price May 20, 2012 100.96% May 15, 2013 100.48% May 15, 2014 and thereafter 100.00% If we decide to redeem fewer than all of the outstanding notes, the trustee will select the notes to be redeemed by lot, on a pro rata basis or by another method the trustee considers appropriate. If the trustee selects a portion of a holder’s notes for partial redemption and that holder converts a portion of the same notes, the converted portion will be deemed first to be from the portion selected for redemption. In the event of any redemption in part, we will not be required to: • issue, register the transfer of or exchange any note during a period beginning at the opening of business 15 days before any selection of notes for redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all holders of notes to be so redeemed, or • register the transfer of or exchange any note so selected for redemption, in whole or in part, except the unredeemed portion of any note being redeemed in part. Repurchase Rights Holders have the right to require us to repurchase their notes in whole or in part on May 15, 2014, May 15, 2017 and May 15, 2022, each of which we refer to as a “repurchase date.” We will be required to repurchase any outstanding notes for which a holder delivers a written repurchase notice to the paying agent. This notice must be delivered during the period beginning at the opening of business on the date that is 20 business days prior to the relevant repurchase date until the close of business on the second business day prior to the repurchase date. If the repurchase notice is given and withdrawn during the period, we will not be obligated to repurchase the notes covered by the notice of withdrawal. Our ability to repurchase notes for cash upon any repurchase date may be restricted by the loan agreement governing our senior credit facility, limitations or prohibitions on our ability to obtain funds for such repurchase through dividends from our subsidiaries, the terms of our other then existing financing arrangements or otherwise. See “Risk Factors — Risks Relating to this Offering — We may not be able to repurchase the notes upon a fundamental change or upon the exercise of a holder’s option to require us to repurchase the notes, or to pay cash upon conversion of the notes.” No notes may be repurchased by us at the option of holders if there has occurred and is continuing an event of default with respect to the notes, other than a default in the payment of the repurchase price with respect to the notes. The repurchase price will be payable in cash and will be equal to 100% of the principal amount of notes to be repurchased, plus accrued and unpaid interest (including contingent interest, additional interest and additional amounts, if any) on such repurchase date. If the repurchase date is on a date that is after a record date and on or prior to the corresponding interest payment date, we will pay the related interest (including contingent interest, additional interest and additional amounts, if any) to the person to whom principal is payable. To exercise this right, the holder must deliver a written notice to the paying agent prior to the close of business on the second business day prior to the repurchase date. The required repurchase notice shall state: • if certificated notes have been issued, the certificate number of the notes (or if the notes are not certificated, the notice must comply with appropriate DTC procedures); • the portion of the principal amount of notes to be repurchased, which portion must be $1,000 or an integral multiple of $1,000; and • that we are to repurchase such notes pursuant to the applicable provisions of the notes and the indenture. A holder may withdraw any repurchase notice by delivering to the paying agent a written notice of withdrawal prior to the close of business on the second business day prior to the repurchase date. The notice of withdrawal shall state: • the principal amount being withdrawn; • the certificate numbers of the notes being withdrawn (or, if the notes are not certificated, the notice must comply with appropriate DTC procedures); and • the principal amount of the notes, if any, that remain subject to the repurchase notice. Our obligation to pay the repurchase price for a note for which a repurchase notice has been delivered and not validly withdrawn is conditioned upon delivery of the note, together with all necessary endorsements and compliance by the holder with all DTC procedures, as applicable, to the paying agent at any time after the delivery of such repurchase notice. Payment of the repurchase price for such note will be made on the business day following the later of the repurchase date or the satisfaction of the foregoing conditions. If the paying agent holds money sufficient to pay the repurchase price of the note on the business day following the repurchase date in accordance with the terms of the indenture, then, from and including the repurchase date, interest (including contingent interest, additional interest and additional amounts, if any) on such note will cease to accrue and all other rights of the holder shall terminate, other than the right to receive the repurchase price upon satisfaction of the foregoing conditions. In connection with any repurchase of notes at the option of a holder, we will: • to the extent applicable, comply with the provisions of Rule 13e-4, Rule 14e-1 and comply with any other tender offer rules under the Exchange Act that may then be applicable; and • otherwise comply with all federal and state securities laws as necessary under the indenture to effect a repurchase of notes by us at the option of a holder.

Make-Whole Amount. If the Effective Date (as defined below) of a Change in of Control occurs prior to November December 20, 2015 2011 as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in of Control and a Holder elects to convert its Notes in connection with such Change in of Control pursuant to Section 2.11(d) hereof), the Company shall increase the applicable Conversion Rate for such Notes surrendered for conversion by a number of additional Company Common Shares (the “Additional Shares”) as specified below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such a Change in of Control if the notice of conversion of the Notes is received by the Conversion Agent on any date from and including the date that is the Effective Date (as defined below) of such Change in of Control up to and including the 30th Business Day following the Effective Date of such Change in Controlof Control or, if applicable, the related Change of Control Repurchase Date. The number of Additional Shares will shall be determined by reference to the table below and is based on the date on which such Change in of Control transaction becomes effective (the “Effective Date”) and the price (the “Share Stock Price”) paid per Company Common Share in such Change in of Control transaction. If holders of Company Common Shares receive only cash in a Change of Control transaction described in Control transactionclause (1) of the definition of such term, the Share Stock Price shall be the cash amount paid per Company Common Share. In all other cases, the Share Stock Price shall be the average of the Closing Sale Prices of the Company Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Date. The Share Stock Prices set forth in the first row of the table (i.e., the column headers) will shall be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Share Stock Prices will shall equal the Share Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Share Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. In addition, the number of Additional Shares will shall be subject to adjustment in the same manner as the Conversion Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Share Stock Price and number of Additional Shares to be received per $1,000 principal amount of Notes: Share Stock Price Effective date Date $12.85 25.72 $14.00 $15.00 $16.00 $18.00 $20.00 $22.00 $25.00 $30.00 30.86 $35.00 $40.00 $45.00 $50.00 11/5/2010 16.7849 14.1925 11.5928 9.6160 6.7117 4.7654 3.4339 2.1480 1.0203 0.4862 0.2162 0.0761 0.0085 11/15/2011 16.7849 14.1773 11.5456 9.4437 6.3981 4.4045 3.0771 1.8405 0.8165 0.3640 0.1481 0.0416 0.0000 11/15/2012 16.7849 13.9524 11.1382 8.9151 5.7620 3.7732 2.5064 1.3943 0.5564 0.2249 0.0789 0.0116 0.0000 11/15/2013 16.7849 13.1027 10.1071 7.7848 4.6136 2.7479 1.6575 0.8061 0.2727 0.0979 0.0257 0.0000 0.0000 11/15/2014 16.7849 11.7547 8.4396 5.9557 2.8345 1.2932 0.5858 0.1987 0.0594 0.0232 0.0016 0.0000 0.0000 11/20/2015 16.7849 10.3925 5.6306 1.4620 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 $55.00 $60.00 $65.00 $70.00 $75.00 December 11, 2006 6.4800 3.3287 2.0157 1.1708 0.7290 0.4816 0.3312 0.2322 0.1629 0.1126 0.0751 December 15, 2007 6.4800 3.1631 1.8196 1.0011 0.6016 0.3913 0.2682 0.1885 0.1325 0.0913 0.0603 December 15, 2008 6.4001 2.8631 1.5243 0.7749 0.4471 0.2891 0.2004 0.1428 0.1012 0.0698 0.0455 December 15, 2009 6.2659 2.4521 1.1394 05105 0.2836 0.1874 0.1346 0.0985 0.0711 0.0492 0.0318 December 15, 2010 6.1717 1.8377 0.6186 0.2235 0.1290 0.0932 0.0710 0.0538 0.0397 0.0278 0.0180 December 20, 2011 — — — — — — — — — — — The exact Share actual Stock Prices and Effective Dates may not be set forth in the table, in which case:

Make-Whole Amount. If the Effective Date (as defined below) of a Change in Control occurs on or prior to November 20August 4, 2015 2011 as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in Control and a Holder elects to convert its Notes in connection with such Change in Control pursuant to Section 2.11(d) hereof, the Company shall increase the applicable Conversion Rate for such Notes surrendered for conversion by a number of additional Common Shares (the “Additional Shares”) as specified below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such a Change in Control if the notice of conversion of the Notes is received by the Conversion Agent on any date from and including the date that is the Effective Date (as defined below) of such Change in Control up to and including the 30th Business Day following the Effective Date of such Change in Control. The number of Additional Shares will be determined by reference to the table below and is based on the date on which such Change in Control transaction becomes effective (the “Effective Date”) and the price (the “Share Price”) paid per Common Share in such Change in Control transaction. If holders of Common Shares receive only cash in a Change in Control transaction, the Share Price shall be the cash amount paid per Common Share. In all other cases, the Share Price shall be the average of the Closing Sale Prices of the Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Date. The Share Prices set forth in the first row of the table (i.e., the column headers) will be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Share Prices will equal the Share Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Share Price adjustment and the denominator of which is the Conversion Rate as so adjusted. In addition, the number of Additional Shares will be subject to adjustment in the same manner as the Conversion Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Share Price and number of Additional Shares to be received per $1,000 principal amount of Notes: Effective Date Share Price Effective date $12.85 39.26 $14.00 $15.00 $16.00 $18.00 $20.00 $22.00 $25.00 $30.00 $35.00 $40.00 42.50 $45.00 $47.50 $50.00 11/5/2010 16.7849 14.1925 11.5928 9.6160 6.7117 4.7654 3.4339 2.1480 1.0203 0.4862 0.2162 0.0761 0.0085 11/15/2011 16.7849 14.1773 11.5456 9.4437 6.3981 4.4045 3.0771 1.8405 0.8165 0.3640 0.1481 0.0416 $55.00 $60.00 $65.00 $70.00 $75.00 $80.00 $85.00 August 2, 2006 5.0942 3.8996 3.1466 2.5348 2.0376 1.3060 0.8240 0.5074 0.3003 0.1659 0.0797 0.0256 August 1, 2007 5.0942 3.8135 3.0371 2.4108 1.9067 1.1774 0.7106 0.4145 0.2284 0.1131 0.0433 0.0022 August 1, 2008 5.0942 3.6925 2.8847 2.2400 1.7283 1.0075 0.5671 0.3029 0.1477 0.0586 0.0089 0.0000 11/15/2012 16.7849 13.9524 11.1382 8.9151 5.7620 3.7732 2.5064 1.3943 0.5564 0.2249 0.0789 0.0116 0.0000 11/15/2013 16.7849 13.1027 10.1071 7.7848 4.6136 2.7479 1.6575 0.8061 0.2727 0.0979 0.0257 August 1, 2009 5.0942 3.5117 2.6552 1.9830 1.4623 0.7630 0.3718 0.1620 0.0541 0.0008 0.0000 0.0000 11/15/2014 16.7849 11.7547 8.4396 5.9557 2.8345 1.2932 0.5858 0.1987 0.0594 0.0232 0.0016 August 1, 2010 5.0942 3.2525 2.2928 1.5603 1.0222 0.3860 0.1147 0.0152 0.0000 0.0000 11/20/2015 16.7849 10.3925 5.6306 1.4620 0.0000 0.0000 August 4, 2011 5.0942 3.1686 1.8605 0.6901 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Share Prices and Effective Dates may not be set forth in the table, in which case:

Make-Whole Amount. If the Effective Date (as defined below) of a Change in Control occurs prior to November 20, 2015 as a result effective date or anticipated effective date of a transaction or event described in clauses under clause (1) or (23) of the definition of Change "fundamental change" occurs (regardless of whether the holder has the right to require us to repurchase the notes) and 10% or more of the consideration for our common stock in Control and the transaction consists of consideration other than common stock that is traded or scheduled to be traded immediately following such transaction on a Holder elects to convert its Notes U.S. national securities exchange for the notes surrendered for conversion in connection with such Change in Control pursuant to Section 2.11(d) hereoftransaction, the Company shall or if any other fundamental change occurs, we will increase the applicable Conversion Rate for such Notes surrendered for conversion rate by a number of additional Common Shares shares (the “Additional Shares”"additional shares") as specified described below. A conversion of Notes shall be deemed for these purposes We will notify holders at least 35 days prior to be “in connection with” such a Change in Control if the notice of conversion of the Notes is received by the Conversion Agent on any anticipated effective date from and including the date that is the Effective Date of such Change in Control up to and including the 30th Business Day following the Effective Date of such Change in Controlcorporate transaction. The number of Additional Shares additional shares will be determined by reference to the table below and is below, based on the date on which such Change in Control the transaction becomes effective (the “Effective Date”"effective date") and the price (the “Share Price”"stock price") paid per Common Share share of our common stock in such Change in Control the transaction. If holders of Common Shares our common stock receive only cash in a Change in Control the corporate transaction, the Share Price shall stock price will be the cash amount paid per Common Shareshare. In all other casesOtherwise, the Share Price shall stock price will be the average of the Closing closing sale prices (as defined under "- Conversion upon Satisfaction of Sale Prices Price Condition" above) of our common stock on the five trading days immediately prior to but not including the effective date of the Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Datetransaction. The Share Prices stock prices set forth in the first row of the table below (i.e., the column headers) will be adjusted as of any date on which the conversion rate of the notes is adjusted, as described above under "- Conversion Rate of the Notes is adjusted. Adjustments." The adjusted Share Prices stock prices will equal the Share Prices stock prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate conversion rate immediately prior to the adjustment giving rise to the Share Price stock price adjustment and the denominator of 13 which is the Conversion Rate conversion rate as so adjusted. In addition, the The number of Additional Shares additional shares will be adjusted in the same manner as the conversion rate as set forth under "- Conversion Rate Adjustments." The following table sets forth the stock price, effective date and number of additional shares per $1,000 principal amount of notes: Effective Date Stock Price , 2007 , 2008 , 2009 , 2010 , 2011 , 2012 , 2013 , 2014 The maximum amount of additional shares is per $1,000 principal amount of notes, subject to adjustment in the same manner as in the conversion rate as set forth under "- Conversion Rate Adjustments." Notwithstanding the foregoing, in no event will the total number of shares of common stock issuable upon conversion exceed per $1,000 principal amount of notes, subject to adjustment in the same manner as the conversion rate as set forth under "- Conversion Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Share Price and number of Additional Shares to be received per $1,000 principal amount of Notes: Share Price Effective date $12.85 $14.00 $15.00 $16.00 $18.00 $20.00 $22.00 $25.00 $30.00 $35.00 $40.00 $45.00 $50.00 11/5/2010 16.7849 14.1925 11.5928 9.6160 6.7117 4.7654 3.4339 2.1480 1.0203 0.4862 0.2162 0.0761 0.0085 11/15/2011 16.7849 14.1773 11.5456 9.4437 6.3981 4.4045 3.0771 1.8405 0.8165 0.3640 0.1481 0.0416 0.0000 11/15/2012 16.7849 13.9524 11.1382 8.9151 5.7620 3.7732 2.5064 1.3943 0.5564 0.2249 0.0789 0.0116 0.0000 11/15/2013 16.7849 13.1027 10.1071 7.7848 4.6136 2.7479 1.6575 0.8061 0.2727 0.0979 0.0257 0.0000 0.0000 11/15/2014 16.7849 11.7547 8.4396 5.9557 2.8345 1.2932 0.5858 0.1987 0.0594 0.0232 0.0016 0.0000 0.0000 11/20/2015 16.7849 10.3925 5.6306 1.4620 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Adjustments." The exact Share Prices stock prices and Effective Dates effective dates may not be set forth in the tabletable above, in which case:: • If the stock price is between two stock price amounts in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year. • If the stock price is in excess of $ per share (subject to adjustment), no additional shares will be added to the conversion rate. • If the stock price is less than $ per share (subject to adjustment), no additional shares will be added to the conversion rate. Redemption at our Option Prior to [ ], 2012, we will not have the right to redeem the notes. We will have the right to redeem the notes in whole or in part, at any time or from time to time, on or after [ ], 2012 upon not less than 30 nor more than 60 days prior notice by mail, for a cash price equal to the percentage of principal amount of the notes specified in the table below plus accrued and unpaid interest (including contingent interest and additional amounts, if any), if any, up to, but not including, the redemption date. Period Commencing Redemption Price , 2012 , 2013 , 2014 14 If we decide to redeem fewer than all of the outstanding notes, the trustee will select the notes to be redeemed by lot, on a pro rata basis or by another method the trustee considers appropriate. If the trustee selects a portion of a holder's notes for partial redemption and that holder converts a portion of the same notes the converted portion will be deemed first to be from the portion selected for redemption. In the event of any redemption in part, we will not be required to: • issue, register the transfer of or exchange any note during a period beginning at the opening of business 15 days before any selection of notes, for redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all holders of notes to be so redeemed, or • register the transfer of or exchange any note so selected for redemption, in whole or in part, except the unredeemed portion of any note being redeemed in part. Repurchase Rights Holders have the right to require us to repurchase the notes on [ ], 2014, [ ], 2017 and [ ], 2022, each of which we refer to as a "repurchase date." We will be required to repurchase any outstanding notes for which a holder delivers a written repurchase notice to the paying agent. This notice must be delivered during the period beginning at the opening of business on the date that is 20 business days prior to the relevant repurchase date until the close of business on the last day prior to the repurchase date. If the repurchase notice is given and withdrawn during the period, we will not be obligated to repurchase the related notes. Also, our ability to satisfy our repurchase obligations may be affected by the factors described in "Risk Factors - Risks Relating to this Offering - We may not be able to repurchase the notes upon a fundamental change or upon the exercise of a holder's option to require us to repurchase the notes, or pay cash upon conversion of the notes." The repurchase price will be payable in cash and will be equal to 100% of the principal amount of notes to be repurchased, plus accrued and unpaid interest (including contingent interest and additional amounts, if any), if any, on such repurchase date. To exercise this right, the holder must deliver a written notice to the paying agent prior to the close of business on the business day prior to the repurchase date. The required repurchase notice shall state: • if certificated notes have been issued, the certificate number of the notes (or if the notes are not certificated, the notice must comply with appropriate DTC procedures); • the portion of the principal amount of notes to be repurchased, which portion must be $1,000 or an integral multiple of $1,000; and • that we are to repurchase such notes pursuant to the applicable provisions of the notes and the indenture. A holder may withdraw any repurchase notice by delivering to the paying agent a written notice of withdrawal prior to the close of business on the business day prior to the repurchase date. The notice of withdrawal shall state: • the principal amount being withdrawn; • the certificate numbers of the notes being withdrawn (or, if the notes are not certificated, the notice must comply with appropriate DTC procedures); and • the principal amount, if any, of the notes that remain subject to the repurchase notice. 15 Our obligation to pay the repurchase price for a note for which a repurchase notice has been delivered and not validly withdrawn is conditioned upon delivery of the note, together with all necessary endorsements and compliance by the holder with all DTC procedures, as applicable, to the paying agent at any time after the delivery of such repurchase notice. Payment of the repurchase price for such note will be made on the business day following the later of the repurchase date or the time of delivery of such note. If the paying agent holds money sufficient to pay the repurchase price of the note on the business day following the repurchase date in accordance with the terms of the indenture, then, immediately after the repurchase date, interest (including, contingent interest and additional amounts, if any) on such note will cease to accrue, whether or not the note is delivered to the paying agent, and all other rights of the holder shall terminate, other than the right to receive the repurchase price upon delivery of the note. In connection with any repurchase at the option of the holders, we will: • to the extent applicable, comply with the provisions of Rule 13e-4, Rule 14e-1 and comply with any other tender offer rules under the Exchange Act that may then be applicable; and • otherwise comply with all federal and state securities laws as necessary under the indenture to effect a repurchase of notes by us at the option of a holder.