Common use of Designation Amount and Issue of Notes Clause in Contracts

Designation Amount and Issue of Notes. The Notes shall be designated as “4.625% Senior Exchangeable Notes due 2025”. Initially, Notes (the “Initial Notes”) not to exceed the aggregate Principal Amount of $85,000,000 (or up to $100,000,000 if the Initial Purchasers’ over-allotment option set forth in the Purchase Agreement is exercised in full) (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02 hereof) upon the execution of this Indenture may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”), without any further action by the Company hereunder. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture additional Notes (the “Additional Notes”) and such Notes may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”). With respect to any Additional Notes, the Company shall set forth in (i) Resolutions of the Company Board of Directors and the Issuer Board of Directors and (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02) which may be in an unlimited aggregate principal amount; (2) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; (3) whether such Additional Notes shall be Restricted Securities or securities that are not Restricted Securities; and (4) that the Issuer has reserved the number of additional shares of Common Stock sufficient to provide for the exchange of the Additional Notes from time to time. The Initial Notes and the Additional Notes, if any, shall be considered collectively as a single class (regardless of any series designation) for all purposes of this Indenture. Holders of the Initial Notes and the Additional Notes will vote and consent together on all matters to which such holders are entitled to vote or consent as one class, and none of the holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. Additional Notes may be offered and sold by the Company from time to time pursuant to one or more purchase agreements which shall specify the terms under which such Additional Notes will be sold in accordance with applicable law.

Designation Amount and Issue of Notes. The Notes shall be designated as “4.6253.125% Senior Exchangeable Convertible Notes due 2025Due 2012”. Initially, The Notes (shall be senior unsecured obligations of the “Initial Notes”) not Company and shall rank pari passu with any existing and future senior unsecured obligations of the Company and prior to exceed any of the Company’s future subordinated obligations. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. Notes in the aggregate Principal Amount principal amount of $85,000,000 (or up to $100,000,000 if the Initial Purchasers’ over-allotment option set forth in the Purchase Agreement is exercised in full) (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02 hereof) 1,200,000,000 upon the execution of this Indenture may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by (a) its Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President and (whether b) its Treasurer or not designated by a number any Assistant Treasurer, or numbers its Secretary or word or words added before or after the title “Vice President”)any Assistant Secretary, without any further action by the Company hereunder. In addition, the Company may issue, from time subject to time in accordance with the provisions of this Indenture Section 15.05, an unlimited aggregate principal amount of additional Notes (the “Additional Notes”) and such Notes may be executed after the date of this Indenture by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon shall, upon receipt of an Officers’ Certificate specifying the amount of Notes to be authenticated and the date on which such Notes are to be authenticated and certifying that all conditions precedent to the issuance of the Additional Notes contained herein have been complied with and that no default or Event of Default would occur as a result of the issuance of such Additional Notes, authenticate and deliver said Additional Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”). With respect to any Additional Notes, the Company shall as set forth in (i) Resolutions of the Company Board of Directors and the Issuer Board of Directors and (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of preceding sentence; provided that Additional Notes may be issued under this Indenture only if such Additional Notes to be authenticated and delivered pursuant to this Indenture (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02) which may be in an unlimited aggregate principal amount; (2) the issue price and the Notes constitute the same issue date of such Additional Notes, including the date from which interest shall accrue; (3) whether such Additional Notes shall be Restricted Securities or securities that are not Restricted Securities; and (4) that the Issuer has reserved the number of additional shares of Common Stock sufficient to provide for the exchange of the Additional Notes from time to timeUnited States federal income tax purposes. The Initial Notes and the Additional Notes, if any, shall be considered collectively as a single class (regardless of any constitute one series designation) for all purposes of under this Indenture. Holders of the Initial Notes , including, without limitation, amendments and the Additional Notes will vote and consent together on all matters to which such holders are entitled to vote or consent as one class, and none of the holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. Additional Notes may be offered and sold by the Company from time to time pursuant to one or more purchase agreements which shall specify the terms under which such Additional Notes will be sold in accordance with applicable lawwaivers.

Designation Amount and Issue of Notes. The Notes shall be designated as “4.625"3 3/8% Senior Exchangeable Notes due SENIOR EXCHANGEABLE NOTES DUE 2025”". Initially, Notes (the “Initial Notes”"INITIAL NOTES") not to exceed the aggregate Principal Amount of $85,000,000 110,000,000 (or up to $100,000,000 125,000,000 if the Initial Purchasers’ ' over-allotment option set forth in the Purchase Agreement is exercised in full) (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02 hereof) upon the execution of this Indenture may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “"Vice President”"), without any further action by the Company hereunder. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture additional Notes (the “Additional Notes”"ADDITIONAL NOTES") and such Notes may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “"Vice President”"). With respect to any Additional Notes, the Company shall set forth in (i) Resolutions of the Company Board of Directors and the Issuer Board of Directors and (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02) which may be in an unlimited aggregate principal amount; (2) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; (3) whether such Additional Notes shall be Restricted Securities or securities that are not Restricted Securities; and (4) that the Issuer has reserved the number of additional shares of Common Stock sufficient to provide for the exchange of the Additional Notes from time to time. The Initial Notes and the Additional Notes, if any, shall be considered collectively as a single class (regardless of any series designation) for all purposes of this Indenture. Holders of the Initial Notes and the Additional Notes will vote and consent together on all matters to which such holders are entitled to vote or consent as one class, and none of the holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. Additional Notes may be offered and sold by the Company from time to time pursuant to one or more purchase agreements which shall specify the terms under which such Additional Notes will be sold in accordance with applicable law.

Designation Amount and Issue of Notes. The Notes shall be designated as the “4.6255.50% Senior Exchangeable Notes due 2025”. Initially, Notes (the “Initial Notes”) not to exceed the aggregate Principal Amount of $85,000,000 (or up to $100,000,000 if the Initial Purchasers’ over-allotment option set forth in the Purchase Agreement is exercised in full) (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02 hereof) upon 2026.” Upon the execution of this Indenture Indenture, and from time to time thereafter, the Notes may be executed by the Company Issuer and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said the Notes to or upon the a written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President Issuer (whether or not designated by a number or numbers or word or words added before or after the title an “Vice PresidentAuthentication Order”), without such order signed on behalf of the Issuer by two Officers of the General Partner or by an Officer of the General Partner and either an Assistant Treasurer or any further action Assistant Secretary of the General Partner and an Opinion of Counsel as to, among other things, the enforceability of this Indenture and the Notes. At any time and from time to time thereafter, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder and, in the case of any issuance of Additional Notes pursuant to Section 2.11, such Authentication Order shall certify that such issuance is in compliance with this Indenture. A Note will not be valid and obligatory for any purpose until authenticated by the Company hereundermanual signature of the Trustee. In additionThe aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited; provided, that upon initial issuance, the Company may issueaggregate principal amount of Notes outstanding shall not exceed $300,000,000, except as provided in Section 2.07 and Section 2.08 hereof. The Issuer may, without the consent of the Holders of Notes, issue Additional Notes from time to time in accordance with the provisions of this Indenture additional Notes (the “Additional Notes”) and such Notes may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”). With respect to any Additional Notes, the Company shall set forth in (i) Resolutions of the Company Board of Directors and the Issuer Board of Directors and (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02) which may be future in an unlimited aggregate principal amount; (2) , subject to compliance with the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; (3) whether such Additional Notes shall be Restricted Securities or securities that are not Restricted Securities; and (4) that the Issuer has reserved the number of additional shares of Common Stock sufficient to provide for the exchange of the Additional Notes from time to time. The Initial Notes and the Additional Notes, if any, shall be considered collectively as a single class (regardless of any series designation) for all purposes terms of this Indenture. Holders of the Initial Notes and the Additional Notes will vote and consent together on all matters to which such holders are entitled to vote or consent as one class, and none of the holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. Additional Notes may be offered and sold by the Company from time to time pursuant to one or more purchase agreements which shall specify the terms under which such Additional Notes will be sold in accordance with applicable lawincluding Section 2.11 hereof.

Designation Amount and Issue of Notes. The Notes shall be designated as “4.6252.625% Exchangeable Senior Exchangeable Notes due 2025”. Initially, Notes (the “Initial Notes”) not to exceed the aggregate Principal Amount of $85,000,000 (or up to $100,000,000 if the Initial Purchasers’ over-allotment option set forth in the Purchase Agreement is exercised in full) (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02 hereof) upon 2019.” Upon the execution of this Indenture Indenture, and from time to time thereafter, Notes may be executed by the Company Issuer and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the a written order of the CompanyIssuer, such order signed by its Chief Executive one Officer, its Presidenttogether with an Officers’ Certificate stating that all conditions precedent to such authentication have been satisfied. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited; provided that upon initial issuance, its Chief Operating Officerthe aggregate principal amount of Notes outstanding shall not exceed $250,000,000, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”)except as provided in Section 2.06. The Issuer may, without any further action by the Company hereunder. In additionconsent of the Holders, reopen the Company may issue, from time to time in accordance with the provisions of this Indenture and issue additional Notes (the “Additional Notes”) and such Notes may be executed under the Indenture (including pursuant to any exercise by the Company and delivered Initial Purchaser of its option to purchase Additional Notes pursuant to the Trustee for authentication, and Purchase Agreement) with the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President same terms (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”). With respect to any Additional Notes, the Company shall set forth other than differences in (i) Resolutions of the Company Board of Directors and the Issuer Board of Directors and (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02) which may be in an unlimited aggregate principal amount; (2) the issue price and Interest accrued prior to the issue date of such Additional Notes) as the Notes offered hereby (the “Initial Notes”) in an unlimited aggregate principal amount, including the date from which interest shall accrue; (3) whether provided that if any such Additional Notes shall be Restricted Securities or securities that are not Restricted Securities; and (4) that fungible with the Issuer has reserved the number of additional shares of Common Stock sufficient to provide Initial Notes for the exchange of the United States federal income tax purposes, such Additional Notes from time to timewill have one or more separate CUSIP numbers. The Initial Notes and the any such Additional Notes, if any, Notes shall be considered collectively as constitute a single class (regardless series of any series designation) debt securities, and in circumstances in which this Indenture provides for all purposes of this Indenture. the Holders of Notes to vote or take any action, the Holders of Initial Notes and the Holders of any such Additional Notes will vote and consent together on all matters to which such holders are entitled to vote or consent as one class, and none of the holders of the Initial Notes or the Additional Notes shall have the right to vote or consent take that action as a separate class on any matter to which such Holders are entitled to vote or consent. Additional Notes may be offered and sold by the Company from time to time pursuant to one or more purchase agreements which shall specify the terms under which such Additional Notes will be sold in accordance with applicable lawsingle class.

Designation Amount and Issue of Notes. The Notes shall be designated as “4.6255.875% Senior Exchangeable Notes due 2025Due 2021”. Initially, The aggregate principal amount of Notes (the “Initial Notes”) that may be authenticated and delivered under this Indenture is unlimited. Notes not to exceed the aggregate Principal Amount principal amount of $85,000,000 (or up to $100,000,000 if the Initial Purchasers’ over-allotment option set forth in the Purchase Agreement is exercised in full) (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02 hereof) 300,000,000 upon the execution of this Indenture may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”), without any further action by the Company hereunderhereunder (the “Original Notes”). In addition, the Company may issue, from time subject to time in accordance with the provisions of this Indenture Section 15.05 but without the consent of the Noteholders, an unlimited aggregate principal amount of additional Notes (the “Additional Notes”) and such Notes may be executed after the date of this Indenture by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon shall, upon receipt of an Officer’s Certificate specifying the amount of Notes to be authenticated and the date on which such Notes are to be authenticated and certifying that all conditions precedent to the issuance of the Additional Notes contained herein have been complied with and that no default or Event of Default would occur as a result of the issuance of such Additional Notes, authenticate and deliver said Additional Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”). With respect to any Additional Notes, the Company shall as set forth in (i) Resolutions of the Company Board of Directors and the Issuer Board of Directors and (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of preceding sentence; provided that Additional Notes may be issued under this Indenture only if such Additional Notes to be authenticated and delivered pursuant to this Indenture (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02) which may be in an unlimited aggregate principal amount; (2) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; (3) whether such Additional Original Notes shall be Restricted Securities or securities that are not Restricted Securities; and (4) that the Issuer has reserved the number of additional shares of Common Stock sufficient to provide constitute one series for the exchange of the Additional Notes from time to timeUnited States Federal income tax purposes. The Initial Original Notes and the Additional Notes, if any, shall be considered collectively as a single class (regardless of any constitute one series designation) for all purposes of under this Indenture, including, without limitation, amendments, waivers and redemptions. Holders of the Initial Notes and the Additional Notes will vote and consent together on all matters to which such holders are entitled to vote or consent as one class, and none of the holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. Additional Notes The Company may be offered and sold by the Company also from time to time pursuant purchase the Notes in tender offers, open market purchases or negotiated transactions without prior notice to one or more purchase agreements which shall specify the terms under which such Additional Notes will be sold in accordance with applicable lawNoteholders.

Designation Amount and Issue of Notes. The Notes shall be designated as “4.6251.25% Convertible Senior Exchangeable Subordinated Notes due 2025Due 2036”. InitiallyThe payment obligations of the Company under the Notes shall be subordinated to the Company’s Senior Indebtedness, including the obligations of the Company under the Bank Credit Agreement, and shall rank pari passu with the obligations of the Company under the Senior Subordinated Notes. The aggregate principal amount of Notes (the “Initial Notes”) that may be authenticated and delivered under this Indenture is unlimited. Notes not to exceed the aggregate Principal Amount principal amount of $85,000,000 (or up to $100,000,000 if the Initial Purchasers’ over-allotment option set forth in the Purchase Agreement is exercised in full) (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02 hereof) 201,250,000 upon the execution of this Indenture may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”), without any further action by the Company hereunder. In addition, the Company may issue, from time subject to time in accordance with the provisions of this Indenture Section 16.04 but without the Consent of the Noteholders, an unlimited aggregate principal amount of additional Notes (the “Additional Notes”) and such Notes may be executed after the date of this Indenture by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon shall, upon receipt of an Officers’ Certificate specifying the amount of Notes to be authenticated and the date on which such Notes are to be authenticated and certifying that all conditions precedent to the issuance of the Additional Notes contained herein have been complied with and that no default or Event of Default would occur as a result of the issuance of such Additional Notes, authenticate and deliver said Additional Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”). With respect to any Additional Notes, the Company shall as set forth in (i) Resolutions of the Company Board of Directors and the Issuer Board of Directors and (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of preceding sentence; provided that Additional Notes may be issued under this Indenture only if such Additional Notes to be authenticated and delivered pursuant to this Indenture (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02) which may be in an unlimited aggregate principal amount; (2) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; (3) whether such Additional Notes shall be Restricted Securities or securities that are not Restricted Securities; and (4) that the Issuer has reserved the number of additional shares of Common Stock sufficient to provide constitute one series for the exchange of the Additional Notes from time to timeUnited States Federal income tax purposes. The Initial Notes and the Additional Notes, if any, shall be considered collectively as a single class (regardless of any constitute one series designation) for all purposes of under this Indenture, including, without limitation, amendments, waivers and redemptions. Holders of the Initial Notes and the Additional Notes will vote and consent together on all matters to which such holders are entitled to vote or consent as one class, and none of the holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. Additional Notes The Company may be offered and sold by the Company also from time to time pursuant purchase the Notes in tender offers, open market purchases or negotiated transactions without prior notice to one or more purchase agreements which shall specify the terms under which such Additional Notes will be sold in accordance with applicable lawNoteholders.

Designation Amount and Issue of Notes. The Notes shall be designated as the “4.6250% Convertible Senior Exchangeable Subordinated Notes due 20252024”. Initially, Notes (the “Initial Notes”) not to exceed the aggregate Principal Amount principal amount of $85,000,000 500,000,000 (or up to $100,000,000 600,000,000 if the Initial Purchasers’ over-allotment option set forth in Section 2(a) of the Purchase Agreement is exercised in full) (except pursuant to Sections 2.05), 2.06, 3.04, 3.05 and 14.02 hereof) upon the execution of this Indenture Indenture, or (except pursuant to Section 2.05, Section 2.06, Section 15.02 and Section 16.02) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its the Company’s (a) Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”)) and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder. In addition, provided, however, that said Notes may not be executed, delivered or authenticated unless and until the Company may issueTrustee shall have received an Officers’ Certificate stating that the Notes are substantially in the form set forth in Exhibit A of the Indenture and an Opinion of Counsel substantially to the effect that the Indenture, from time to time the extent applicable, and Notes have been duly authorized and, if executed and authenticated in accordance with the provisions of this the Indenture additional Notes (the “Additional Notes”) and such Notes may be executed by the Company and delivered to and duly paid for by the Trustee for authenticationpurchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and the Trustee shall thereupon authenticate would be valid and deliver said Notes to or upon the written order binding obligations of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”). With respect to any Additional Notes, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and such other matters as shall set forth in (i) Resolutions of the Company Board of Directors and the Issuer Board of Directors and (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of such Additional be specified therein; further provided that additional Notes to be authenticated and delivered pursuant to this Indenture (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02) which may be issued in an unlimited aggregate principal amount; (2) amount so long as such Notes are executed, delivered or authenticated at a price that would not cause such Notes to have “original issue discount” within the issue price and meaning of Section 1273 of the issue date United States Internal Revenue Code of such Additional Notes1986, including the date from which interest shall accrue; (3) whether such Additional Notes as amended. The Trustee shall be Restricted Securities or securities that are not Restricted Securities; and (4) that the Issuer has reserved the number fully protected in relying upon such Officers’ Certificate and Opinion of additional shares of Common Stock sufficient to provide for the exchange of the Additional Notes from time to time. The Initial Notes and the Additional Notes, if any, shall be considered collectively as a single class (regardless of any series designation) for all purposes of this Indenture. Holders of the Initial Notes and the Additional Notes will vote and consent together on all matters to which such holders are entitled to vote or consent as one class, and none of the holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. Additional Notes may be offered and sold by the Company from time to time pursuant to one or more purchase agreements which shall specify the terms under which such Additional Notes will be sold in accordance with applicable lawCounsel.

Designation Amount and Issue of Notes. The Notes shall be designated as “4.625% set forth in Exhibit A. The payment of obligations of the Company under the Notes shall be subordinated to the Company's Senior Exchangeable Indebtedness, including the obligation of the Company under the Senior Notes due 2025”and the Existing Credit Facility and shall rank pari passu with the obligations of the Company under the Senior Subordinated Notes and the Convertible Notes. Initially, The aggregate principal amount of Notes (the “Initial Notes”) that may be authenticated and delivered under this Indenture is unlimited. Notes not to exceed the aggregate Principal Amount principal amount of $85,000,000 (or up to $100,000,000 if euro)200 million (the Initial Purchasers’ over-allotment option set forth in the Purchase Agreement is exercised in full) (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02 hereof"ORIGINAL NOTES") upon the execution of this Indenture may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”), without any further action by the Company hereunder. In addition, the Company may issue, from time subject to time in accordance with the provisions of this Indenture Section 15.05, an unlimited aggregate principal amount of additional Notes (the “Additional Notes”"ADDITIONAL NOTES") and such Notes may be executed after the date of this Indenture by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon shall, upon receipt of an Officers' Certificate specifying the amount of Notes to be authenticated and the date on which such Notes are to be authenticated and certifying that all conditions precedent to the issuance of the Additional Notes contained herein have been complied with and that no default or Event of Default would occur as a result of the issuance of such Additional Notes, authenticate and deliver said Additional Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”). With respect to any Additional Notes, the Company shall as set forth in (i) Resolutions of the Company Board of Directors and the Issuer Board of Directors and (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of preceding sentence; provided that Additional Notes may be issued under this Indenture only if such Additional Notes to be authenticated and delivered pursuant to this Indenture (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02) which may be in an unlimited aggregate principal amount; (2) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; (3) whether such Additional Original Notes shall be Restricted Securities or securities that are not Restricted Securities; and (4) that the Issuer has reserved the number of additional shares of Common Stock sufficient to provide constitute one series for the exchange of the Additional Notes from time to timeUnited States Federal income tax purposes. The Initial Original Notes and the Additional Notes, if any, shall be considered collectively as a single class (regardless of any constitute one series designation) for all purposes of under this Indenture. Holders of the Initial Notes , including, without limitation, amendments, waivers and the Additional Notes will vote and consent together on all matters to which such holders are entitled to vote or consent as one class, and none of the holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. Additional Notes may be offered and sold by the Company from time to time pursuant to one or more purchase agreements which shall specify the terms under which such Additional Notes will be sold in accordance with applicable lawredemptions.

Designation Amount and Issue of Notes. The Notes shall be designated as “4.6252.75% Senior Exchangeable Convertible Notes due Due 2025”. Initially, The Notes (shall be senior unsecured obligations of the “Initial Notes”) not Company and shall rank pari passu with any existing and future senior unsecured obligations of the Company and prior to exceed any of the Company’s future subordinated obligations. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. Notes in the aggregate Principal Amount principal amount of $85,000,000 (or up to $100,000,000 if the Initial Purchasers’ over-allotment option set forth in the Purchase Agreement is exercised in full) (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02 hereof) 350,000,000 upon the execution of this Indenture may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by (a) its Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President and (whether b) its Treasurer or not designated by a number any Assistant Treasurer, or numbers its Secretary or word or words added before or after the title “Vice President”)any Assistant Secretary, without any further action by the Company hereunder. In addition, the Company may issue, from time subject to time in accordance with the provisions of this Indenture Section 15.05, an unlimited aggregate principal amount of additional Notes (the “Additional Notes”) and such Notes may be executed after the date of this Indenture by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon shall, upon receipt of an Officers’ Certificate specifying the amount of Notes to be authenticated and the date on which such Notes are to be authenticated and certifying that all conditions precedent to the issuance of the Additional Notes contained herein have been complied with and that no default or Event of Default would occur as a result of the issuance of such Additional Notes, authenticate and deliver said Additional Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”). With respect to any Additional Notes, the Company shall as set forth in (i) Resolutions of the Company Board of Directors and the Issuer Board of Directors and (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of preceding sentence; provided that Additional Notes may be issued under this Indenture only if such Additional Notes to be authenticated and delivered pursuant to this Indenture (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02) which may be in an unlimited aggregate principal amount; (2) the issue price and the Notes constitute the same issue date of such Additional Notes, including the date from which interest shall accrue; (3) whether such Additional Notes shall be Restricted Securities or securities that are not Restricted Securities; and (4) that the Issuer has reserved the number of additional shares of Common Stock sufficient to provide for the exchange of the Additional Notes from time to timeUnited States federal income tax purposes. The Initial Notes and the Additional Notes, if any, shall be considered collectively as a single class (regardless of any constitute one series designation) for all purposes of under this Indenture. Holders of the Initial Notes , including, without limitation, amendments, waivers and the Additional Notes will vote and consent together on all matters to which such holders are entitled to vote or consent as one class, and none of the holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. Additional Notes may be offered and sold by the Company from time to time pursuant to one or more purchase agreements which shall specify the terms under which such Additional Notes will be sold in accordance with applicable lawredemptions.

Designation Amount and Issue of Notes. The Notes shall be designated as “4.625___% Convertible Senior Exchangeable Subordinated Notes due 2025Due 2036”. InitiallyThe payment of obligations of the Company under the Notes shall be subordinated to the Company’s Senior Indebtedness, including the obligation of the Company under the Bank Credit Agreement and shall rank pari passu with the obligations of the Company under the Senior Subordinated Notes. The aggregate principal amount of Notes (the “Initial Notes”) that may be authenticated and delivered under this Indenture is unlimited. Notes not to exceed the aggregate Principal Amount principal amount of $85,000,000 (or up to $100,000,000 if the Initial Purchasers’ over-allotment option set forth in the Purchase Agreement is exercised in full) (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02 hereof) 201,250,000 upon the execution of this Indenture may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”), without any further action by the Company hereunder. In addition, the Company may issue, from time subject to time in accordance with the provisions of this Indenture Section 16.04, an unlimited aggregate principal amount of additional Notes (the “Additional Notes”) and such Notes may be executed after the date of this Indenture by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon shall, upon receipt of an Officers’ Certificate specifying the amount of Notes to be authenticated and the date on which such Notes are to be authenticated and certifying that all conditions precedent to the issuance of the Additional Notes contained herein have been complied with and that no default or Event of Default would occur as a result of the issuance of such Additional Notes, authenticate and deliver said Additional Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”). With respect to any Additional Notes, the Company shall as set forth in (i) Resolutions of the Company Board of Directors and the Issuer Board of Directors and (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of preceding sentence; provided that Additional Notes may be issued under this Indenture only if such Additional Notes to be authenticated and delivered pursuant to this Indenture (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02) which may be in an unlimited aggregate principal amount; (2) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; (3) whether such Additional Notes shall be Restricted Securities or securities that are not Restricted Securities; and (4) that the Issuer has reserved the number of additional shares of Common Stock sufficient to provide constitute one series for the exchange of the Additional Notes from time to timeUnited States Federal income tax purposes. The Initial Notes and the Additional Notes, if any, shall be considered collectively as a single class (regardless of any constitute one series designation) for all purposes of under this Indenture. Holders of the Initial Notes , including, without limitation, amendments, waivers and the Additional Notes will vote and consent together on all matters to which such holders are entitled to vote or consent as one class, and none of the holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. Additional Notes may be offered and sold by the Company from time to time pursuant to one or more purchase agreements which shall specify the terms under which such Additional Notes will be sold in accordance with applicable lawredemptions.

Designation Amount and Issue of Notes. The Notes shall be designated as “4.625"1-3/4% Convertible Senior Exchangeable Subordinated Notes due 2025”Due 2033". InitiallyThe payment of obligations of the Company under the Notes shall be subordinated to the Company's Senior Indebtedness, including the obligation of the Company under the Senior Notes (and the “Initial Bank Credit Agreement and shall rank pari passu with the obligations of the Company under the Senior Subordinated Notes”) . The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. Notes not to exceed the aggregate Principal Amount principal amount of $85,000,000 (or up to $100,000,000 if the Initial Purchasers’ over-allotment option set forth in the Purchase Agreement is exercised in full) (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02 hereof) 201,250,000 upon the execution of this Indenture may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”), without any further action by the Company hereunder. In addition, the Company may issue, from time subject to time in accordance with the provisions of this Indenture Section 16.05, an unlimited aggregate principal amount of additional Notes (the “Additional Notes”"ADDITIONAL NOTES") and such Notes may be executed after the date of this Indenture by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon shall, upon receipt of an Officers' Certificate specifying the amount of Notes to be authenticated and the date on which such Notes are to be authenticated and certifying that all conditions precedent to the issuance of the Additional Notes contained herein have been complied with and that no default or Event of Default would occur as a result of the issuance of such Additional Notes, authenticate and deliver said Additional Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”). With respect to any Additional Notes, the Company shall as set forth in (i) Resolutions of the Company Board of Directors and the Issuer Board of Directors and (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of preceding sentence; provided that Additional Notes may be issued under this Indenture only if such Additional Notes to be authenticated and delivered pursuant to this Indenture (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02) which may be in an unlimited aggregate principal amount; (2) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; (3) whether such Additional Original Notes shall be Restricted Securities or securities that are not Restricted Securities; and (4) that the Issuer has reserved the number of additional shares of Common Stock sufficient to provide constitute one series for the exchange of the Additional Notes from time to timeUnited States Federal income tax purposes. The Initial Original Notes and the Additional Notes, if any, shall be considered collectively as a single class (regardless of any constitute one series designation) for all purposes of under this Indenture. Holders of the Initial Notes , including, without limitation, amendments, waivers and the Additional Notes will vote and consent together on all matters to which such holders are entitled to vote or consent as one class, and none of the holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. Additional Notes may be offered and sold by the Company from time to time pursuant to one or more purchase agreements which shall specify the terms under which such Additional Notes will be sold in accordance with applicable lawredemptions.

Designation Amount and Issue of Notes. The Notes shall be designated as “4.6252 7/8% Senior Exchangeable Convertible Notes due 2025Due 2034”. Initially, The Notes (shall be senior unsecured obligations of the “Initial Notes”) Company and shall rank pari passu with the Senior Secured Discount Notes and with existing and future senior unsecured obligations of the Company and prior to any of the Company’s future subordinated obligations. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. Notes not to exceed the aggregate Principal Amount principal amount of $85,000,000 (or up to $100,000,000 if the Initial Purchasers’ over-allotment option set forth in the Purchase Agreement is exercised in full) (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02 hereof) 250,000,000 upon the execution of this Indenture may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by (a) its Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President and (whether b) its Treasurer or not designated by a number any Assistant Treasurer, or numbers its Secretary or word or words added before or after the title “Vice President”)any Assistant Secretary, without any further action by the Company hereunder. In addition, the Company may issue, from time subject to time in accordance with the provisions of this Indenture Section 15.05, an unlimited aggregate principal amount of additional Notes (the “Additional Notes”) and such Notes may be executed after the date of this Indenture by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon shall, upon receipt of an Officers’ Certificate specifying the amount of Notes to be authenticated and the date on which such Notes are to be authenticated and certifying that all conditions precedent to the issuance of the Additional Notes contained herein have been complied with and that no default or Event of Default would occur as a result of the issuance of such Additional Notes, authenticate and deliver said Additional Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”). With respect to any Additional Notes, the Company shall as set forth in (i) Resolutions of the Company Board of Directors and the Issuer Board of Directors and (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of preceding sentence; provided that Additional Notes may be issued under this Indenture only if such Additional Notes to be authenticated and delivered pursuant to this Indenture (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02) which may be in an unlimited aggregate principal amount; (2) the issue price and the Original Notes constitute the same issue date of such Additional Notes, including the date from which interest shall accrue; (3) whether such Additional Notes shall be Restricted Securities or securities that are not Restricted Securities; and (4) that the Issuer has reserved the number of additional shares of Common Stock sufficient to provide for the exchange of the Additional Notes from time to timeUnited States federal income tax purposes. The Initial Original Notes and the Additional Notes, if any, shall be considered collectively as a single class (regardless of any constitute one series designation) for all purposes of under this Indenture. Holders of the Initial Notes , including, without limitation, amendments, waivers and the Additional Notes will vote and consent together on all matters to which such holders are entitled to vote or consent as one class, and none of the holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. Additional Notes may be offered and sold by the Company from time to time pursuant to one or more purchase agreements which shall specify the terms under which such Additional Notes will be sold in accordance with applicable lawredemptions.

Designation Amount and Issue of Notes. The Notes shall be designated as “4.6253.00% Exchangeable Senior Exchangeable Notes due 2025”. Initially, Notes (the “Initial Notes”) not to exceed the aggregate Principal Amount of $85,000,000 (or up to $100,000,000 if the Initial Purchasers’ over-allotment option set forth in the Purchase Agreement is exercised in full) (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02 hereof) upon 2017.” Upon the execution of this Indenture Indenture, and from time to time thereafter, Notes may be be, subject to this Section 2.01, executed by the Company Issuer and delivered to the Trustee (with or without the Guarantee endorsed thereon) for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the a written order of the CompanyIssuer, such order signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial one Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after of the title “Vice President”)Issuer, without any further action by the Issuer or the Company hereunder. In addition, the Company The aggregate principal amount of Notes which may issue, from time to time in accordance with the provisions of be authenticated and delivered under this Indenture is unlimited; provided that upon initial issuance the aggregate principal amount of Notes outstanding shall not exceed $345,000,000, except as provided in Section 2.06. The Issuer may, without the consent of the Holders of Notes, issue additional Notes (the “Additional Notes”) from time to time in the future with the same terms and such Notes may be executed by the Company and delivered to the Trustee conditions, except for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”). With respect to any Additional Notes, the Company shall set forth difference in (i) Resolutions of the Company Board of Directors and the Issuer Board of Directors and (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture (except pursuant to Sections 2.05, 2.06, 3.04, 3.05 and 14.02) which may be in an unlimited aggregate principal amount; (2) the issue price and interest accrued prior to the issue date of such the Additional Notes, including and the date from which interest shall accrue; same CUSIP number as the Notes originally issued under this Indenture (3the “Initial Notes”) whether in an unlimited principal amount, provided that such Additional Notes shall must be Restricted Securities or securities that are not Restricted Securities; and (4) that the Issuer has reserved the number of additional shares of Common Stock sufficient to provide for the exchange part of the Additional same issue as and fungible with the Initial Notes from time to timefor United States federal income tax purposes. The Initial Notes and the any such Additional Notes, if any, shall be considered collectively as Notes will constitute a single class (regardless series of any series designation) debt securities, and in circumstances in which this Indenture provides for all purposes of this Indenture. the Holders of Notes to vote or take any action, the Holders of Initial Notes and the Holders of any such Additional Notes will vote and consent together on all matters to which such holders are entitled to vote or consent as one class, and none of the holders of the Initial Notes or the Additional Notes shall have the right to vote or consent take that action as a separate class on any matter to which such Holders are entitled to vote or consent. Additional Notes may be offered and sold by the Company from time to time pursuant to one or more purchase agreements which shall specify the terms under which such Additional Notes will be sold in accordance with applicable lawsingle class.