Inc. By:
/s/ Brian Wuebbels
Name:
Brian Wuebbels Title:
EVP, CAO & CFO
Wilmington Trust, National Association, as Trustee, Registrar, Paying Agent,
Collateral Agent and Exchange Agent By:
/s/ Joshua C. Jones
Name:
Joshua C. Jones Title:
Assistant Vice President
84
SCHEDULE A
The following table sets forth the number of Additional Shares by which the
Exchange Rate shall be increased pursuant to Section 4.06 based on the
hypothetical Stock Prices and the Effective Dates set forth below.
$27.67
$30.00
$32.50
$34.58
$35.00
$40.00
$45.00
$50.00
$60.00
$70.00
$80.00
$90.00
$100.00
January 29, 2015
7.2314
5.9238
4.8211
4.0852
3.9518
2.702
1.8825
1.3307
0.6844
0.3594
0.1888
0.0969
0.0466
January 15, 2016
7.2314
5.6280
4.4889
3.7341
3.5983
2.3421
1.5415
1.0204
0.4446
0.1829
0.0626
0.0095
0.0007
January 15, 2017
7.2314
5.4475
4.2405
3.4510
3.3102
2.0260
1.2387
0.7492
0.2507
0.0570
0.0008
0.0000
0.0000
January 15, 2018
7.2314
5.3339
4.0181
3.1705
3.0212
1.6898
0.9196
0.4755
0.0804
0.0000
0.0000
0.0000
0.0000
January 15, 2019
7.2314
5.1119
3.6167
2.6831
2.5228
1.1611
0.4717
0.1399
0.0000
0.0000
0.0000
0.0000
0.0000
January 15, 2020
7.2314
4.4193
1.8552
0.0000
0.0000
0.0000
0.0000
0.0000
0.0000
0.0000
0.0000
0.0000
0.0000
EXHIBIT A
[FORM OF FACE OF NOTE]
[For Global Notes, include the following legend (the "Global Notes Legend"):]
[THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]
[For all Notes that are Restricted Notes, include the following legend (the
"Restricted Notes Legend"):]
[THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:
(1) REPRESENTS, WARRANTS AND ACKNOWLEDGES THAT:
(A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS (A) A "QUALIFIED INSTITUTIONAL
BUYER" WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) (A "QIB") AND
THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT
AND (B) QUALIFIED PURCHASER WITHIN THE MEANING OF SECTION 2(a)(51) OF THE
INVESTMENT COMPANY ACT (A "Q.P.");
(B)ANY RESALE OR OTHER TRANSFER OF THIS NOTE THAT IS NOT MADE IN COMPLIANCE WITH
THE RESTRICTIONS SET FORTH HEREIN WILL BE OF NO FORCE AND EFFECT, WILL BE NULL
AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE
TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE COMPANY, THE
TRUSTEE OR ANY INTERMEDIARY;
(C) IN THE EVENT OF A TRANSFER OF THE NOTE (OR BENEFICIAL INTEREST THEREIN) TO
PERSON THAT