Common use of Title; Amount and Issue of Securities; Principal and Interest Clause in Contracts

Title; Amount and Issue of Securities; Principal and Interest. The Securities shall be known and designated as the “5.375% Senior Convertible Notes due 2014” of the Company. The aggregate Principal Amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $350,000,000, except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.08, Section 2.09, Section 2.11, Section 2.13, Section 11.05, Section 12.04 and Section 13.02, provided that Additional Securities with the same terms and with the same CUSIP numbers as the Securities issued on the date of this Indenture may be issued in an unlimited aggregate principal amount from time to time thereafter pursuant to Section 2.08; provided that such Additional Securities must be part of the same issue as the Securities issued on the date of this Indenture for U.S. federal income tax purposes. The Principal Amount shall be payable on August 1, 2014, unless earlier converted, redeemed or purchased. The Securities and the Additional Securities, if any, will be treated as a single class for purposes of this Indenture. The Securities shall bear interest at a rate of 5.375% per year. Interest on the Securities shall accrue from the Issue Date. Interest shall be payable semiannually in arrears on February 1 and August 1, beginning February 1, 2010. Interest (including any Additional Interest Amounts) on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. Each rate of interest which is calculated with reference to a period that is less than the actual number of days in the calendar year of calculation is, for the purposes of the Interest Act (Canada), equivalent to the yearly rate of interest payable on the Securities multiplied by the actual number of days in the year and divided by 360. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in the period. Payments in respect of Securities represented by a Global Security (including principal and interest (including Additional Interest Amounts and Additional Amounts, if any)) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company will pay principal of Physical Securities at the office or agency designated by the Company in The Borough of Manhattan, The City of New York. Interest (including Additional Interest Amounts and Additional Amounts, if any) on Physical Securities will be payable (i) to Holders having an aggregate Principal Amount of $5,000,000 or less, by check mailed to the Holders of these Securities and (ii) to Holders having an aggregate Principal Amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Security Registrar not later than two days prior to the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies the Security Registrar, in writing, to the contrary. A Holder of any Security at 5:00 p.m., New York City time, on a Regular Record Date shall be entitled to receive interest (including Additional Interest Amounts or Additional Amounts, if any), on such Security on the corresponding Interest Payment Date. Holders of Securities at 5:00 p.m., New York City time, on a Regular Record Date will receive payment of interest (including Additional Interest Amounts or Additional Amounts, if any) payable on the corresponding Interest Payment Date notwithstanding the conversion of such Securities at any time after the close of business on such Regular Record Date. Securities surrendered for conversion during the period after 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date must be accompanied by payment of an amount equal to the interest (including Additional Interest Amounts and Additional Amounts, if any) payable on the Securities so converted on the corresponding Interest Payment Date, subject to exceptions as set forth in Section 13.03(b). Except where Securities are surrendered for conversion and must be accompanied by payment as described in the immediately preceding sentence, no interest, Additional Interest Amounts or Additional Amounts, if any, thereon will be payable by the Company on any Interest Payment Date subsequent to the date of conversion, and delivery of the cash and Common Shares, if applicable, pursuant to Article XIII hereunder, together with any cash payment for any fractional shares, upon conversion will be deemed to satisfy the Company’s obligation to pay the principal amount of the Securities and accrued and unpaid interest and Additional Interest Amounts or Additional Amounts, if any, to, but not including, the related Conversion Date.

Title; Amount and Issue of Securities; Principal and Interest. The Securities shall be known and designated as the “5.375"4.50% Convertible Senior Convertible Notes due 2014” 2015" of the Company. The aggregate Principal Amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $350,000,00041,750,000, except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.08Sections 2.5, Section 2.093.3, Section 2.113.4, Section 2.133.6, Section 11.053.7, Section 12.04 3.8, 9.6, 11.5, 12.4 and Section 13.0213.1, provided that Additional Securities with the same terms and with the same CUSIP numbers as the Securities issued on the date of this Indenture may be issued in an unlimited aggregate principal amount from time to time thereafter pursuant to Section 2.083.3; provided that such Additional Securities must be part of the same issue as the Securities issued on the date of this Indenture for U.S. federal income tax purposes. The Principal Amount shall be payable on August 1December 15, 20142015, unless earlier converted, redeemed or purchased. The Securities and the Additional Securities, if any, will be treated as a single class for purposes of this Indenture. The Securities shall bear interest at a rate of 5.3754.50% per year. Interest on the Securities shall accrue from the Issue Date. Interest shall be payable semiannually in arrears on February 1 June 15 and August 1December 15, beginning February 1June 15, 20102011. Interest (including any Additional Interest Amounts) on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. Each rate of interest which is calculated with reference to a period (the "Deemed Interest Period") that is less than the actual number of days in the calendar year of calculation is, for the purposes of the Interest Act (Canada), equivalent to the yearly a rate of interest payable based on the Securities multiplied a calendar year calculated by the actual multiplying such number of days in the year and divided by 360Deemed Interest Period. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed computed, will be computed on the basis of the actual number of days elapsed in the period. Payments in respect of Securities represented by a Global Security (including principal and interest (including Additional Interest Amounts and Additional Amounts, if any)) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company will pay principal Principal Amount of Physical Securities shall be payable at the office or agency designated by the Company in The the Borough of Manhattan, The City of New York initially the Corporate Trust Office at 100 Xxxxxxx Xxxxxx, New York, New York 10286. Interest (including Additional Interest Amounts and Additional Amounts, if any) on Physical Securities will shall be payable (i) to Holders having an aggregate Principal Amount of $5,000,000 or less, by check mailed to the Holders of these Securities and (ii) to Holders having an aggregate Principal Amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Security Registrar not later than two days prior to the relevant Regular Record Daterecord date, by wire transfer in immediately available funds to that Holder’s 's account within the United States, which application shall remain in effect until the Holder notifies the Security Registrarnotifies, in writing, the Security Registrar to the contrary. A Holder of any Security at 5:00 p.m., New York City time, on a Regular Record Date shall be entitled to receive interest (including Additional Interest Amounts or Additional Amounts, if any), on such Security on the corresponding Interest Payment Date. Holders of Securities at after 5:00 p.m., New York City time, on a Regular Record Date will receive payment of interest (including Additional Interest Amounts or Additional Amounts, if any) payable on the corresponding Interest Payment Date interest payment date notwithstanding the conversion of such Securities at any time after the close of business on such Regular Record Date. Securities surrendered for conversion during the period after 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date corresponding interest payment date must be accompanied by payment of an amount equal to the interest (including Additional Interest Amounts and Amounts, if any) that the Holder is to receive on the Securities. Notwithstanding the foregoing, no such payment of interest (including Additional Amounts, if any) payable need be made by any converting Holder (i) if the Company has specified a Redemption Date that is after a Regular Record Date and on the Securities so converted on or prior to the corresponding Interest Payment Dateinterest payment date, subject (ii) if the Company has specified a Fundamental Change Purchase Date during such period, or (iii) to exceptions as set forth in Section 13.03(b)the extent of any overdue interest (including Additional Amounts, if any) existing at the time of conversion of such Security. Except where Securities are surrendered for conversion and must be accompanied by payment as described in the immediately preceding sentenceabove, no interest, Additional Interest Amounts interest or Additional Amounts, if any, thereon Amounts on converted Securities will be payable by the Company on any Interest Payment Date interest payment date subsequent to the date of conversion, conversion and delivery of the cash and Common Shares, if applicable, pursuant to Article XIII 13 hereunder, together with any cash payment for any fractional sharesshare, upon conversion will be deemed to satisfy the Company’s 's obligation to pay the principal amount of the Securities and accrued and unpaid interest and Additional Interest Amounts or Additional Amounts, if any, to, but not including, the related Conversion Date. Principal of and interest (including Additional Amounts, if any) on Global Securities shall be payable in immediately available funds to the Depository. The Securities shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company.

Title; Amount and Issue of Securities; Principal and Interest. The Securities shall be known and designated as the “5.375"5.5% Senior Convertible Notes due 2014” 2016" of the Company. The aggregate Principal Amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $350,000,000103,500,000, except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.08, Section 2.09, Section 2.11, Section 2.13, Section 11.05, Section 12.04 and Section 13.02, provided that Additional Securities with the same terms and with the same CUSIP numbers as the Securities issued on the date of this Indenture may be issued in an unlimited aggregate principal amount from time to time thereafter pursuant to Section 2.08; provided that no such Additional Securities must may be part of the same issue as issued unless they will be fungible with the Securities issued on the date of this Indenture for U.S. federal income tax, Canadian federal income tax and securities law purposes. The Principal Amount shall be payable on August 1March 31, 20142016, unless earlier converted, redeemed or purchased. Notwithstanding any other provision of this Indenture, the Company shall not be obligated under any circumstance to pay any amount of principal on or prior to the date which is five years and one day from the Issue Date, otherwise than on a conversion or an Event of Default or following the acceptance of a Fundamental Change Purchase Offer. The Securities and the Additional Securities, if any, will be treated as a single class for purposes of this Indenture. The Securities shall bear interest at a rate of 5.3755.5% per year. Interest on the Securities shall accrue from the Issue Date. Interest shall be payable semiannually in arrears on February 1 March 31 and August 1September 30, beginning February 1September 30, 20102011. Interest (including any Additional Interest Amounts) on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. Each rate of interest which is calculated with reference to a period that is less than the actual number of days in the calendar year of calculation is, for the purposes of the Interest Act (Canada), equivalent to the yearly rate of interest payable on the Securities multiplied by the actual number of days in the year and divided by 360. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in the period. Payments in respect of Securities represented by a Global Security (including principal and interest (including Additional Interest Amounts and Additional Amounts, if any)) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company will pay principal of Physical Securities at the office or agency designated by the Company in The Borough of Manhattan, The City of New York. Interest (including Additional Interest Amounts and Additional Amounts, if any) on Physical Securities will be payable (i) to Holders having an aggregate Principal Amount of $5,000,000 or less, by check mailed to the Holders of these Securities and (ii) to Holders having an aggregate Principal Amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Security Registrar not later than two days prior to the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s 's account within the United States, which application shall remain in effect until the Holder notifies the Security Registrar, in writing, to the contrary. A Holder of any Security at 5:00 p.m., New York City time, on a Regular Record Date shall be entitled to receive interest (including Additional Interest Amounts or Additional Amounts, if any), on such Security on the corresponding Interest Payment Date. Holders of Securities at 5:00 p.m., New York City time, on a Regular Record Date will receive payment of interest (including Additional Interest Amounts or Additional Amounts, if any) payable on the corresponding Interest Payment Date notwithstanding the conversion of such Securities at any time after the close of business 5:00 p.m., New York City time, on such a Regular Record DateDate but prior to 9:00 a.m., New York City time, on the immediately following interest payment date. Any Securities surrendered for conversion during the period after 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date must be accompanied by payment of an amount equal to the interest (including Additional Interest Amounts and Additional Amounts, if any) payable on the Securities so converted on the corresponding Interest Payment Date, subject to exceptions as set forth in Section 13.03(b). Except where Securities are surrendered for conversion and must be accompanied by payment as described in the immediately preceding sentence, no interest, Additional Interest Amounts or Additional Amounts, if any, thereon will be payable by the Company on any Interest Payment Date subsequent to the date of conversion, and delivery of the cash and Common Shares, if applicable, pursuant to Article XIII hereunder, together with any cash payment for any fractional shares, upon conversion will be deemed to satisfy the Company’s 's obligation to pay the principal amount of the Securities and accrued and unpaid interest and Additional Interest Amounts or Additional Amounts, if any, to, but not including, the related Conversion Date.

Title; Amount and Issue of Securities; Principal and Interest. The Securities shall be known and designated as the “5.375% Senior Convertible Notes "[l]% [Debentures] [Notes] due 2014” [Date]" of the Company. The aggregate Principal Amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $350,000,000[l], except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.08Sections 2.5, Section 2.093.3, Section 2.113.4, Section 2.133.6, Section 11.053.7, Section 12.04 3.8, 9.6, 11.5, 12.4 and Section 13.0213.1, provided that Additional Securities with the same terms and with the same CUSIP numbers as the Securities issued on the date of this Indenture may be issued in an unlimited aggregate principal amount from time to time thereafter pursuant to Section 2.083.3; provided that such Additional Securities must be part of the same issue as the Securities issued on the date of this Indenture for U.S. federal income tax purposes. The Principal Amount shall be payable on August 1, 2014[Stated Maturity date], unless earlier converted, redeemed or purchased. The Securities and the Additional Securities, if any, will be treated as a single class for purposes of this Indenture. The Securities shall bear interest at a rate of 5.375% [l]% per year. Interest on the Securities shall accrue from the Issue Date. Interest shall be payable semiannually in arrears on February 1 June 15 and August 1December 15, beginning February 1l 15, 2010. l. Interest (including any Additional Interest AmountsAmount) on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. Each rate of interest which is calculated with reference to a period (the "Deemed Interest Period") that is less than the actual number of days in the calendar year of calculation is, for the purposes of the Interest Act (Canada), equivalent to the yearly a rate of interest payable based on the Securities multiplied a calendar year calculated by the actual multiplying such number of days in the year and divided by 360Deemed Interest Period. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed computed, will be computed on the basis of the actual number of days elapsed in the period. Payments in respect of Securities represented by a Global Security (including principal and interest (including Additional Interest Amounts and Additional Amounts, if any)) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company will pay principal Principal Amount of Physical Securities shall be payable at the office or agency designated by the Company in The the Borough of Manhattan, The City of New YorkYork initially the Corporate Trust Office at [l]. Interest (including Additional Interest Amounts and or Additional Amounts, if any) on Physical Securities will shall be payable (i) to Holders having an aggregate Principal Amount of $5,000,000 or less, by check mailed to the Holders of these Securities and (ii) to Holders having an aggregate Principal Amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Security Registrar not later than two days prior to the relevant Regular Record Daterecord date, by wire transfer in immediately available funds to that Holder’s 's account within the United States, which application shall remain in effect until the Holder notifies the Security Registrarnotifies, in writing, the Security Registrar to the contrary. A Holder of any Security at 5:00 p.m., New York City time, on a Regular Record Date shall be entitled to receive interest (including Additional Interest Amounts or Additional Amounts, if any), on such Security on the corresponding Interest Payment Date. Holders of Securities at after 5:00 p.m., New York City time, on a Regular Record Date will receive payment of interest (including Additional Interest Amounts or Additional Amounts, if any) payable on the corresponding Interest Payment Date interest payment date notwithstanding the conversion of such Securities at any time after the close of business on such Regular Record Date. Securities surrendered for conversion during the period after 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date corresponding interest payment date must be accompanied by payment of an amount equal to the interest (including Additional Interest Amounts and or Additional Amounts, if any) payable that the Holder is to receive on the Securities so converted Securities. Notwithstanding the foregoing, no such payment of interest (including Additional Interest Amounts or Additional Amounts, if any) need be made by any converting Holder (i) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the corresponding interest payment date, (ii) if the Company has specified a Fundamental Change Purchase Date during such period, or (iii) to the extent of any overdue interest (including Additional Interest Payment DateAmounts or Additional Amounts, subject to exceptions as set forth in Section 13.03(b)if any) existing at the time of conversion of such Security. Except where Securities are surrendered for conversion and must be accompanied by payment as described in the immediately preceding sentenceabove, no interest, Additional Interest Amounts or Additional Amounts, if any, thereon Amounts on converted Securities will be payable by the Company on any Interest Payment Date interest payment date subsequent to the date of conversion, conversion and delivery of the cash and Common Shares, if applicable, pursuant to Article XIII 13 hereunder, together with any cash payment for any fractional sharesshare, upon conversion will be deemed to satisfy the Company’s 's obligation to pay the principal amount of the Securities and accrued and unpaid interest and Additional Interest Amounts or Additional Amounts, if any, to, but not including, the related Conversion Date. Principal of and interest (including Additional Interest Amounts or Additional Amounts, if any) on Global Securities shall be payable in immediately available funds to the Depository. The Securities shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company.

Title; Amount and Issue of Securities; Principal and Interest. The Securities shall be known and designated as the “5.375% Senior Convertible Notes [•]% [Debentures] [Notes] due 2014[Date]” of the Company. The aggregate Principal Amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $350,000,000[•], except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.082.5, Section 2.093.3, Section 2.113.4, Section 2.133.6, Section 11.053.7, Section 12.04 3.8, Section 9.6, Section 11.5, Section 12.4 and Section 13.0213.1, provided that Additional Securities with the same terms and with the same CUSIP numbers as the Securities issued on the date of this Indenture may be issued in an unlimited aggregate principal amount from time to time thereafter pursuant to Section 2.083.3; provided that such Additional Securities must be part of the same issue as the Securities issued on the date of this Indenture for U.S. federal income tax purposes. The Principal Amount shall be payable on August 1, 2014[Stated Maturity date], unless earlier converted, redeemed or purchased. The Securities and the Additional Securities, if any, will be treated as a single class for purposes of this Indenture. The Securities shall bear interest at a rate of 5.375% [•]% per year. Interest on the Securities shall accrue from the Issue Date. Interest shall be payable semiannually in arrears on February 1 June 15 and August 1December 15, beginning February 1• 15, 2010. •. Interest (including any Additional Interest AmountsAmount) on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. Each rate of interest which is calculated with reference to a period (the “Deemed Interest Period”) that is less than the actual number of days in the calendar year of calculation is, for the purposes of the Interest Act (Canada), equivalent to the yearly a rate of interest payable based on the Securities multiplied a calendar year calculated by the actual multiplying such number of days in the year and divided by 360Deemed Interest Period. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed computed, will be computed on the basis of the actual number of days elapsed in the period. Payments in respect of Securities represented by a Global Security (including principal and interest (including Additional Interest Amounts and Additional Amounts, if any)) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company will pay principal Principal Amount of Physical Securities shall be payable at the office or agency designated by the Company in The the Borough of Manhattan, The City of New YorkYork initially the Corporate Trust Office at [•]. Interest (including Additional Interest Amounts and or Additional Amounts, if any) on Physical Securities will shall be payable (i) to Holders having an aggregate Principal Amount of $5,000,000 or less, by check cheque mailed to the Holders of these Securities and (ii) to Holders having an aggregate Principal Amount of more than $5,000,000, either by check cheque mailed to each Holder or, upon application by a Holder to the Security Registrar not later than two days prior to the relevant Regular Record Daterecord date, by wire transfer in immediately available funds to that HolderXxxxxx’s account within the United States, which application shall remain in effect until the Holder notifies the Security Registrarnotifies, in writing, the Security Registrar to the contrary. A Holder of any Security at 5:00 p.m., New York City time, on a Regular Record Date shall be entitled to receive interest (including Additional Interest Amounts or Additional Amounts, if any), on such Security on the corresponding Interest Payment Date. Holders of Securities at after 5:00 p.m., New York City time, on a Regular Record Date will receive payment of interest (including Additional Interest Amounts or Additional Amounts, if any) payable on the corresponding Interest Payment Date interest payment date notwithstanding the conversion of such Securities at any time after the close of business on such Regular Record Date. Securities surrendered for conversion during the period after 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date corresponding interest payment date must be accompanied by payment of an amount equal to the interest (including Additional Interest Amounts and or Additional Amounts, if any) payable that the Holder is to receive on the Securities so converted Securities. Notwithstanding the foregoing, no such payment of interest (including Additional Interest Amounts or Additional Amounts, if any) need be made by any converting Holder (i) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the corresponding interest payment date, (ii) if the Company has specified a Fundamental Change Purchase Date during such period, or (iii) to the extent of any overdue interest (including Additional Interest Payment DateAmounts or Additional Amounts, subject to exceptions as set forth in Section 13.03(b)if any) existing at the time of conversion of such Security. Except where Securities are surrendered for conversion and must be accompanied by payment as described in the immediately preceding sentenceabove, no interest, Additional Interest Amounts or Additional Amounts, if any, thereon Amounts on converted Securities will be payable by the Company on any Interest Payment Date interest payment date subsequent to the date of conversion, conversion and delivery of the cash and Common Shares, if applicable, pursuant to Article XIII 13 hereunder, together with any cash payment for any fractional sharesshare (subject to minimum $10 amount), upon conversion will be deemed to satisfy the Company’s obligation to pay the principal amount of the Securities and accrued and unpaid interest and Additional Interest Amounts or Additional Amounts, if any, to, but not including, the related Conversion Date. Principal of and interest (including Additional Interest Amounts or Additional Amounts, if any) on Global Securities shall be payable in immediately available funds to the Depositary. The Securities shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company.

Title; Amount and Issue of Securities; Principal and Interest. The Securities shall be known and designated as the “5.375"4.50% Senior Convertible Notes due 2014” " of the Company. The aggregate Principal Amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $350,000,000165,000,000, except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.08, Section 2.09, Section 2.11, Section 2.13, Section 11.05, Section 12.04 and Section 13.02, provided that Additional Securities with the same terms and with the same CUSIP numbers as the Securities issued on the date of this Indenture may be issued in an unlimited aggregate principal amount from time to time thereafter pursuant to Section 2.08; provided that such Additional Securities must be part of the same issue as the Securities issued on the date of this Indenture for U.S. federal income tax purposes. The Principal Amount shall be payable on August November 1, 2014, unless earlier converted, redeemed or purchased. Notwithstanding any other provision of this Indenture, the Company shall not be obligated under any circumstance to pay any amount of principal on or prior to the date which is five years and one day from the Issue Date, otherwise than on a conversion or an Event of Default or following the acceptance of a Fundamental Change Purchase Offer. The Securities and the Additional Securities, if any, will be treated as a single class for purposes of this Indenture. The Securities shall bear interest at a rate of 5.3754.50% per year. Interest on the Securities shall accrue from the Issue Date. Interest shall be payable semiannually in arrears on February May 1 and August November 1, beginning February May 1, 2010. Interest (including any Additional Interest Amounts) on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. Each rate of interest which is calculated with reference to a period that is less than the actual number of days in the calendar year of calculation is, for the purposes of the Interest Act (Canada), equivalent to the yearly rate of interest payable on the Securities multiplied by the actual number of days in the year and divided by 360. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in the period. Payments in respect of Securities represented by a Global Security (including principal and interest (including Additional Interest Amounts and Additional Amounts, if any)) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company will pay principal of Physical Securities at the office or agency designated by the Company in The Borough of Manhattan, The City of New York. Interest (including Additional Interest Amounts and Additional Amounts, if any) on Physical Securities will be payable (i) to Holders having an aggregate Principal Amount of $5,000,000 or less, by check mailed to the Holders of these Securities and (ii) to Holders having an aggregate Principal Amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Security Registrar not later than two days prior to the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s 's account within the United States, which application shall remain in effect until the Holder notifies the Security Registrar, in writing, to the contrary. A Holder of any Security at 5:00 p.m., New York City time, on a Regular Record Date shall be entitled to receive interest (including Additional Interest Amounts or Additional Amounts, if any), on such Security on the corresponding Interest Payment Date. Holders of Securities at 5:00 p.m., New York City time, on a Regular Record Date will receive payment of interest (including Additional Interest Amounts or Additional Amounts, if any) payable on the corresponding Interest Payment Date notwithstanding the conversion of such Securities at any time after the close of business on such Regular Record Date. Securities surrendered for conversion during the period after 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date must be accompanied by payment of an amount equal to the interest (including Additional Interest Amounts and Additional Amounts, if any) payable on the Securities so converted on the corresponding Interest Payment Date, subject to exceptions as set forth in Section 13.03(b). Except where Securities are surrendered for conversion and must be accompanied by payment as described in the immediately preceding sentence, no interest, Additional Interest Amounts or Additional Amounts, if any, thereon will be payable by the Company on any Interest Payment Date subsequent to the date of conversion, and delivery of the cash and Common Shares, if applicable, pursuant to Article XIII hereunder, together with any cash payment for any fractional shares, upon conversion will be deemed to satisfy the Company’s 's obligation to pay the principal amount of the Securities and accrued and unpaid interest and Additional Interest Amounts or Additional Amounts, if any, to, but not including, the related Conversion Date.

Title; Amount and Issue of Securities; Principal and Interest. The Securities shall be known and designated as the “5.375"5.50% Senior Convertible Notes due 2014” 2015" of the Company. The aggregate Principal Amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $350,000,00095,000,000 ($109,000,000 if the Underwriter elects to exercise in full its option to purchase an additional $14,000,000 aggregate principal amount of the Securities), except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.08, Section 2.09, Section 2.11, Section 2.13, Section 11.05, Section 12.04 and Section 13.02the Indenture, provided that Additional Securities with the same terms and with the same CUSIP numbers as the Securities issued on the date of this Indenture may be issued in an unlimited aggregate principal amount from time to time thereafter pursuant to Section 2.08the Indenture; provided that such Additional Securities must be part of the same issue as the Securities issued on the date of this Indenture for U.S. federal income tax purposes. The Principal Amount shall be payable on August May 1, 20142015, unless earlier converted, redeemed or purchasedrepurchased. The Securities and the Additional Securities, if any, will be treated as a single class for purposes of this the Indenture, including waivers, amendments and redemptions. The Securities shall bear interest at a rate of 5.3755.50% per year. Interest on the Securities shall accrue from the Issue Date. Interest shall be payable semiannually in arrears on February May 1 and August November 1, beginning February November 1, 20102008. Interest (including any Additional Interest Amounts) on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. Each rate of interest which is calculated with reference to a period (the "Deemed Interest Period") that is less than the actual number of days in the calendar year of calculation is, for the purposes of the Interest Act (Canada), equivalent to the yearly a rate of interest payable based on the Securities multiplied a calendar year calculated by the actual multiplying such number of days in the year and divided by 360Deemed Interest Period. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed computed, will be computed on the basis of the actual number of days elapsed in the period. Payments in respect of Securities represented by a Global Security (including principal and interest (including Additional Interest Amounts and Additional Amounts, if any)) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company will pay principal Principal Amount of Physical Securities shall be payable at the office or agency designated by the Company in The the Borough of Manhattan, The City of New York initially the Corporate Trust Office at 000 Xxxxxxx Xxxxxx, New York, New York 10286. Interest (including Additional Interest Amounts and Additional Amounts, if any) on Physical Securities will shall be payable (i) to Holders having an aggregate Principal Amount of $5,000,000 or less, by check mailed to the Holders of these Securities and (ii) to Holders having an aggregate Principal Amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Security Registrar not later than two days prior to the relevant Regular Record Daterecord date, by wire transfer in immediately available funds to that Holder’s 's account within the United States, which application shall remain in effect until the Holder notifies the Security Registrarnotifies, in writing, the Security Registrar to the contrary. A Holder of any Security at 5:00 p.m., New York City time, on a Regular Record Date shall be entitled to receive interest (including Additional Interest Amounts or Additional Amounts, if any), on such Security on the corresponding Interest Payment Date. Holders of Securities at after 5:00 p.m., New York City time, on a Regular Record Date will receive payment of interest (including Additional Interest Amounts or Additional Amounts, if any) payable on the corresponding Interest Payment Date notwithstanding the conversion of such Securities at any time after the close of business on such Regular Record Date. Securities surrendered for conversion during the period after 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m., New York City time, on the immediately following corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including Additional Interest Amounts and Amounts, if any) that the Holder is to receive on the Securities. Notwithstanding the foregoing, no such payment of interest (including Additional Amounts, if any) payable need be made by any converting Holder (i) if the Company has specified a Redemption Date that is after a Regular Record Date and on the Securities so converted on or prior to the corresponding Interest Payment Date, subject (ii) if the Company has specified a Fundamental Change Purchase Date during such period, or (iii) to exceptions as set forth in Section 13.03(b)the extent of any overdue interest (including Additional Amounts, if any) existing at the time of conversion of such Security. Except where Securities are surrendered for conversion and must be accompanied by payment as described in the immediately preceding sentenceabove, no interest, Additional Interest Amounts interest or Additional Amounts, if any, thereon Amounts on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion, conversion and delivery of the cash and Common Shares, if applicable, pursuant to Article XIII ARTICLE XI hereunder, together with any cash payment for any fractional sharesshare, upon conversion will be deemed to satisfy the Company’s 's obligation to pay the principal amount of the Securities and accrued and unpaid interest and Additional Interest Amounts or Additional Amounts, if any, to, but not including, the related Conversion Date. Principal of and interest (including Additional Amounts, if any) on Global Securities shall be payable in immediately available funds to the Depository. The Securities shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company.

Title; Amount and Issue of Securities; Principal and Interest. The Securities shall be known and designated as the “5.375"4.50% Convertible Senior Convertible Notes due 2014” 2015" of the Company. The aggregate Principal Amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $350,000,00036,235,000, except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.08Sections 2.5, Section 2.093.3, Section 2.113.4, Section 2.133.6, Section 11.053.7, Section 12.04 3.8, 9.6, 11.5, 12.4 and Section 13.0213.1, provided that Additional Securities with the same terms and with the same CUSIP numbers as the Securities issued on the date of this Indenture may be issued in an unlimited aggregate principal amount from time to time thereafter pursuant to Section 2.083.3; provided that such Additional Securities must be part of the same issue as the Securities issued on the date of this Indenture for U.S. federal income tax purposes. The Principal Amount shall be payable on August 1December 15, 20142015, unless earlier converted, redeemed or purchased. The Securities and the Additional Securities, if any, will be treated as a single class for purposes of this Indenture. The Securities shall bear interest at a rate of 5.3754.50% per year. Interest on the Securities shall accrue from the Issue Date. Interest shall be payable semiannually in arrears on February 1 June 15 and August 1December 15, beginning February 1June 15, 20102011. Interest (including any Additional Interest Amounts) on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. Each rate of interest which is calculated with reference to a period (the "Deemed Interest Period") that is less than the actual number of days in the calendar year of calculation is, for the purposes of the Interest Act (Canada), equivalent to the yearly a rate of interest payable based on the Securities multiplied a calendar year calculated by the actual multiplying such number of days in the year and divided by 360Deemed Interest Period. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed computed, will be computed on the basis of the actual number of days elapsed in the period. Payments in respect of Securities represented by a Global Security (including principal and interest (including Additional Interest Amounts and Additional Amounts, if any)) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company will pay principal Principal Amount of Physical Securities shall be payable at the office or agency designated by the Company in The the Borough of Manhattan, The City of New York initially the Corporate Trust Office at 100 Xxxxxxx Xxxxxx, New York, New York 10286. Interest (including Additional Interest Amounts and Additional Amounts, if any) on Physical Securities will shall be payable (i) to Holders having an aggregate Principal Amount of $5,000,000 or less, by check mailed to the Holders of these Securities and (ii) to Holders having an aggregate Principal Amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Security Registrar not later than two days prior to the relevant Regular Record Daterecord date, by wire transfer in immediately available funds to that Holder’s 's account within the United States, which application shall remain in effect until the Holder notifies the Security Registrarnotifies, in writing, the Security Registrar to the contrary. A Holder of any Security at 5:00 p.m., New York City time, on a Regular Record Date shall be entitled to receive interest (including Additional Interest Amounts or Additional Amounts, if any), on such Security on the corresponding Interest Payment Date. Holders of Securities at after 5:00 p.m., New York City time, on a Regular Record Date will receive payment of interest (including Additional Interest Amounts or Additional Amounts, if any) payable on the corresponding Interest Payment Date interest payment date notwithstanding the conversion of such Securities at any time after the close of business on such Regular Record Date. Securities surrendered for conversion during the period after 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date corresponding interest payment date must be accompanied by payment of an amount equal to the interest (including Additional Interest Amounts and Amounts, if any) that the Holder is to receive on the Securities. Notwithstanding the foregoing, no such payment of interest (including Additional Amounts, if any) payable need be made by any converting Holder (i) if the Company has specified a Redemption Date that is after a Regular Record Date and on the Securities so converted on or prior to the corresponding Interest Payment Dateinterest payment date, subject (ii) if the Company has specified a Fundamental Change Purchase Date during such period, or (iii) to exceptions as set forth in Section 13.03(b)the extent of any overdue interest (including Additional Amounts, if any) existing at the time of conversion of such Security. Except where Securities are surrendered for conversion and must be accompanied by payment as described in the immediately preceding sentenceabove, no interest, Additional Interest Amounts interest or Additional Amounts, if any, thereon Amounts on converted Securities will be payable by the Company on any Interest Payment Date interest payment date subsequent to the date of conversion, conversion and delivery of the cash and Common Shares, if applicable, pursuant to Article XIII 13 hereunder, together with any cash payment for any fractional sharesshare, upon conversion will be deemed to satisfy the Company’s 's obligation to pay the principal amount of the Securities and accrued and unpaid interest and Additional Interest Amounts or Additional Amounts, if any, to, but not including, the related Conversion Date. Principal of and interest (including Additional Amounts, if any) on Global Securities shall be payable in immediately available funds to the Depository. The Securities shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company.

Title; Amount and Issue of Securities; Principal and Interest. The Securities shall be known and designated as the “5.375% •% Senior Subordinated Convertible Notes due 20142022” of the Company. The aggregate Principal Amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $350,000,000•, except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.08Sections 3.03, Section 2.093.04, Section 2.113.06, Section 2.133.07, Section 11.053.08, Section 12.04 11.06, 13.05, 15.04 and Section 13.0216.01, provided that Additional Securities with the same terms and with the same CUSIP numbers as the Securities issued on the date of this Indenture may be issued in an unlimited aggregate principal amount from time to time thereafter pursuant to Section 2.083.03; provided that such Additional Securities must be part of the same issue as the Securities issued on the date of this Indenture for U.S. federal income tax purposes. The Principal Amount shall be payable on August 1June 22, 20142022, unless earlier converted, redeemed or purchased. The Securities and the Additional Securities, if any, will be treated as a single class for purposes of this Indenture, including waivers, amendments and redemptions. The Securities shall bear interest at a rate of 5.375% •% per year. Interest Provided the Company has received payment for the Securities, interest on the Securities shall accrue from the Issue Date. Interest shall be payable semiannually in arrears on February 1 June 15 and August 1December 15, beginning February 1December 15, 20102007. Interest (including any Additional Interest Amounts) on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. Each rate of interest which is calculated with reference to a period (the “Deemed Interest Period”) that is less than the actual number of days in the calendar year of calculation is, for the purposes of the Interest Act (Canada), equivalent to the yearly a rate of interest payable based on the Securities multiplied a calendar year calculated by the actual multiplying such number of days in the year and divided by 360Deemed Interest Period. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed computed, will be computed on the basis of the actual number of days elapsed in the period. Payments in respect of Securities represented by a Global Security (including principal and interest (including Additional Interest Amounts and Additional Amounts, if any)) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company will pay principal Principal Amount of Physical Securities shall be payable at the office or agency designated by the Company in The the Borough of Manhattan, The City of New York initially the Corporate Trust Office at 100 Xxxxxxx Xxxxxx, New York, New York 10286. Interest (including Additional Interest Amounts and Additional Amounts, if any) on Physical Securities will shall be payable (i) to Holders having an aggregate Principal Amount of $5,000,000 or less, by check mailed to the Holders of these Securities and (ii) to Holders having an aggregate Principal Amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Security Registrar not later than two days prior to the relevant Regular Record Daterecord date, by wire transfer in immediately available funds to that Holder’s Holxxx’x account within the United States, which application shall remain in effect until the Holder notifies the Security Registrarnotifies, in writing, the Security Registrar to the contrary. A Holder of any Security at 5:00 p.m., New York City time, on a Regular Record Date shall be entitled to receive interest (including Additional Interest Amounts or Additional Amounts, if any), on such Security on the corresponding Interest Payment Date. Holders of Securities at after 5:00 p.m., New York City time, on a Regular Record Date will receive payment of interest (including Additional Interest Amounts or Additional Amounts, if any) payable on the corresponding Interest Payment Date interest payment date notwithstanding the conversion of such Securities at any time after the close of business on such Regular Record Date. Securities surrendered for conversion during the period after 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date corresponding interest payment date must be accompanied by payment of an amount equal to the interest (including Additional Interest Amounts and Amounts, if any) that the Holder is to receive on the Securities. Notwithstanding the foregoing, no such payment of interest (including Additional Amounts, if any) payable need be made by any converting Holder (i) if the Company has specified a Redemption Date that is after a Regular Record Date and on the Securities so converted on or prior to the corresponding Interest Payment Dateinterest payment date, subject (ii) if the Company has specified a Fundamental Change Purchase Date during such period, or (iii) to exceptions as set forth in Section 13.03(b)the extent of any overdue interest (including Additional Amounts, if any) existing at the time of conversion of such Security. Except where Securities are surrendered for conversion and must be accompanied by payment as described in the immediately preceding sentenceabove, no interest, Additional Interest Amounts or Additional Amounts, if any, thereon on converted Securities will be payable by the Company on any Interest Payment Date interest payment date subsequent to the date of conversion, conversion and delivery of the cash and Common Shares, if applicable, pursuant to Article XIII XVI hereunder, together with any cash payment for any fractional sharesshare, upon conversion will be deemed to satisfy the Company’s obligation to pay the principal amount of the Securities and accrued and unpaid interest and Additional Interest Amounts or Additional Amounts, if any, to, but not including, the related Conversion Date. Principal of and interest (including Additional Amounts, if any) on Global Securities shall be payable in immediately available funds to the Depository. The indebtedness evidenced by the Securities is unsecured indebtedness of the Company and is (1) subordinate in right of payment to future unsubordinated indebtedness for the construction and development of the Brisas gold and copper project, and will be effectively subordinate to the extent of the collateral securing such indebtedness, (2) subordinate to senior secured bank indebtedness in right of payment, and will be effectively subordinate to the extent of the collateral securing such indebtedness, (3) subordinate in right of payment to any guarantee of the indebtedness described in (1) or (2) by us or any of our subsidiaries for the period that the guarantee is in effect, (4) equal in right of payment to any of our other existing and future unsecured and unsubordinated indebtedness, and (5) senior in right of payment to all of our future subordinated debt. However, the indebtedness evidenced by the Securities will be effectively subordinated to all future secured debt to the extent of the security on such other indebtedness and to all existing and future obligations of our subsidiaries.

Title; Amount and Issue of Securities; Principal and Interest. The Securities shall be known and designated as the “5.375% Senior Convertible Notes [l]% [Debentures] [Notes] due 2014[Date]” of the Company. The aggregate Principal Amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $350,000,000[l], except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.082.5, Section 2.093.3, Section 2.113.4, Section 2.133.6, Section 11.053.7, Section 12.04 3.8, Section 9.6, Section 11.5, Section 12.4 and Section 13.0213.1, provided that Additional Securities with the same terms and with the same CUSIP numbers as the Securities issued on the date of this Indenture may be issued in an unlimited aggregate principal amount from time to time thereafter pursuant to Section 2.083.3; provided that such Additional Securities must be part of the same issue as the Securities issued on the date of this Indenture for U.S. federal income tax purposes. The Principal Amount shall be payable on August 1, 2014[Stated Maturity date], unless earlier converted, redeemed or purchased. The Securities and the Additional Securities, if any, will be treated as a single class for purposes of this Indenture. The Securities shall bear interest at a rate of 5.375% [l]% per year. Interest on the Securities shall accrue from the Issue Date. Interest shall be payable semiannually in arrears on February 1 June 15 and August 1December 15, beginning February 1l 15, 2010. l. Interest (including any Additional Interest AmountsAmount) on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. Each rate of interest which is calculated with reference to a period (the “Deemed Interest Period”) that is less than the actual number of days in the calendar year of calculation is, for the purposes of the Interest Act (Canada), equivalent to the yearly a rate of interest payable based on the Securities multiplied a calendar year calculated by the actual multiplying such number of days in the year and divided by 360Deemed Interest Period. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed computed, will be computed on the basis of the actual number of days elapsed in the period. Payments in respect of Securities represented by a Global Security (including principal and interest (including Additional Interest Amounts and Additional Amounts, if any)) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company will pay principal Principal Amount of Physical Securities shall be payable at the office or agency designated by the Company in The the Borough of Manhattan, The City of New YorkYork initially the Corporate Trust Office at [l]. Interest (including Additional Interest Amounts and or Additional Amounts, if any) on Physical Securities will shall be payable (i) to Holders having an aggregate Principal Amount of $5,000,000 or less, by check cheque mailed to the Holders of these Securities and (ii) to Holders having an aggregate Principal Amount of more than $5,000,000, either by check cheque mailed to each Holder or, upon application by a Holder to the Security Registrar not later than two days prior to the relevant Regular Record Daterecord date, by wire transfer in immediately available funds to that HolderHxxxxx’s account within the United States, which application shall remain in effect until the Holder notifies the Security Registrarnotifies, in writing, the Security Registrar to the contrary. A Holder of any Security at 5:00 p.m., New York City time, on a Regular Record Date shall be entitled to receive interest (including Additional Interest Amounts or Additional Amounts, if any), on such Security on the corresponding Interest Payment Date. Holders of Securities at after 5:00 p.m., New York City time, on a Regular Record Date will receive payment of interest (including Additional Interest Amounts or Additional Amounts, if any) payable on the corresponding Interest Payment Date interest payment date notwithstanding the conversion of such Securities at any time after the close of business on such Regular Record Date. Securities surrendered for conversion during the period after 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date corresponding interest payment date must be accompanied by payment of an amount equal to the interest (including Additional Interest Amounts and or Additional Amounts, if any) payable that the Holder is to receive on the Securities so converted Securities. Notwithstanding the foregoing, no such payment of interest (including Additional Interest Amounts or Additional Amounts, if any) need be made by any converting Holder (i) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the corresponding interest payment date, (ii) if the Company has specified a Fundamental Change Purchase Date during such period, or (iii) to the extent of any overdue interest (including Additional Interest Payment DateAmounts or Additional Amounts, subject to exceptions as set forth in Section 13.03(b)if any) existing at the time of conversion of such Security. Except where Securities are surrendered for conversion and must be accompanied by payment as described in the immediately preceding sentenceabove, no interest, Additional Interest Amounts or Additional Amounts, if any, thereon Amounts on converted Securities will be payable by the Company on any Interest Payment Date interest payment date subsequent to the date of conversion, conversion and delivery of the cash and Common Shares, if applicable, pursuant to Article XIII 13 hereunder, together with any cash payment for any fractional sharesshare (subject to minimum $10 amount), upon conversion will be deemed to satisfy the Company’s obligation to pay the principal amount of the Securities and accrued and unpaid interest and Additional Interest Amounts or Additional Amounts, if any, to, but not including, the related Conversion Date. Principal of and interest (including Additional Interest Amounts or Additional Amounts, if any) on Global Securities shall be payable in immediately available funds to the Depositary. The Securities shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated indebtedness of the Company.