NOTE 5— CONVERTIBLE SENIOR NOTES DUE 2017

On March 19, 2012, the Company completed the sale of $258.8 million aggregate principal amount of Convertible Notes, pursuant to an underwriting agreement with Citigroup Global Markets Inc., as the representative of several underwriters. The Convertible Notes bear interest at a rate of 2.625% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2012. The Convertible Notes mature on April 1, 2017, unless earlier converted, redeemed or repurchased in accordance with their terms. The Convertible Notes are general senior unsecured obligations and rank (1) senior in right of payment to any of the Company's future indebtedness that is expressly subordinated in right of payment to the Convertible Notes, (2) equal in right of payment to any of the Company's future indebtedness and other liabilities of the Company that are not so subordinated, (3) junior in right of payment to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness and (4) structurally junior to all future indebtedness incurred by the Company's subsidiaries and their other liabilities (including trade payables).

Prior to April 6, 2015, the Convertible Notes are not redeemable. On or after April 6, 2015, the Company may redeem for cash all or a part of the Convertible Notes if the closing sale price of its common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day preceding the date it provides notice of the redemption exceeds 130% of the conversion price in effect on each such trading day, subject to certain conditions. The redemption price will equal 100% of the principal amount of the Convertible Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding the redemption date. If a fundamental change (as defined in the Indenture) occurs prior to the maturity date, holders may require the Company to purchase for cash all or any portion of the Convertible Notes at a purchase price equal to 100% of the principal amount of the Convertible Notes to be purchased plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.

Holders may convert their Convertible Notes prior to the close of business on the business day immediately preceding January 1, 2017 only upon the occurrence of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2012, if the closing sale price of the Company's common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price of the Convertible Notes in effect on each applicable trading day; (2) during the five consecutive trading-day period following any five consecutive trading-day period in which the trading price for the Convertible Notes for each such trading day was less than 98% of the closing sale price of the Company's common stock on such date multiplied by the then-current conversion rate; (3) upon the occurrence of specified corporate events; or (4) if the Company calls any Convertible Notes for redemption, at any time until the close of business on the second business day preceding the redemption date. On or after January 1, 2017 until the close of business on the second business day immediately preceding the stated maturity date, holders may surrender their Convertible Notes for conversion at any time, regardless of the foregoing circumstances. At March 31, 2012, the Convertible Notes were not convertible.

Upon conversion of the Convertible Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company's common stock, or a combination of cash and shares of the Company's common stock at the Company's election. The initial conversion rate of 9.7586 shares of common stock per $1,000 principal amount of the Convertible Notes is equivalent to a conversion price of approximately $102.47 per share of common stock. The conversion rate is subject to adjustment in certain events, such as distribution of dividends and stock splits. In addition, upon a Make-Whole Adjustment Event (as defined in the Indenture), the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its Convertible Notes in connection with such Make-Whole Adjustment Event.

The debt and equity components of the Convertible Notes have been bifurcated and accounted for separately based on the authoritative accounting guidance in ASC 470-20, "Debt with Conversion and Other Options." The $258.8 million aggregate principal amount of Convertible Notes was bifurcated between the debt component ($187.1 million) and the equity component ($71.7 million). The amount allocated to the debt component of $187.1 million was estimated based on the fair value of similar debt instruments that do not include an equity conversion feature. The Convertible Notes were recorded at an initial carrying value of $187.1 million, net of $71.7 million in debt discount. The debt discount will be accreted to the carrying value of the Convertible Notes as non-cash interest expense utilizing the effective yield amortization method over the period ending on April 1, 2017, the estimated life of the Convertible Notes, which is the scheduled maturity date of the Convertible Notes. Debt discount amortized during the three months ended March 31, 2012 was $0.4 million. At March 31, 2012, the carrying value of the Convertible Notes was $187.5 million, net of $71.3 million of unamortized debt discount.

The Company incurred Convertible Note issuance costs of $8.3 million, consisting primarily of investment banking, legal and other professional fees. These issuance costs were allocated to the debt component ($6.0 million) and the equity component ($2.3 million) in proportion to the allocation of the Convertible Note proceeds. The $6.0 million of issuance costs allocated to the debt component was capitalized and will be amortized as non-cash interest expense utilizing the effective yield amortization method over the period ending on the scheduled maturity date of the Convertible Notes. The $2.3 million of issuance costs allocated to the equity component was charged to additional paid-in capital.

After giving effect to the bifurcation described above, the effective interest rate on the Convertible Notes was 10.7% for the three months ended March 31, 2012. The Company recognized total interest expense of $0.6 million for the three months ended March 31, 2012, consisting of $0.2 million of cash interest expense based on the 2.625% coupon rate of the Convertible Notes and non-cash interest expense of $0.4 million related to the amortization of the debt discount and debt issuance costs.

The following table includes the interest expense recorded in the Company's consolidated statement of operations for the three months ended March 31, 2012 and the interest expense that is expected to be recorded in the Company's consolidated statements of operations for each of the periods presented in which the Convertible Notes remain outstanding.


	Interest at Coupon Rate of 2.625%		Non-Cash Amortization of Debt Discount		Non-Cash Amortization of Debt Issuance Costs		Total Interest Expense
Actual interest expense for the three months ended March 31, 2012	$	226	$	357	$	2	$	585

Expected interest expense for:
Remainder of 2012	$	5,094	$	8,557	$	740	$	14,391
2013		6,792		12,409		1,033		20,234
2014		6,792		13,737		1,144		21,673
2015		6,792		15,207		1,266		23,265
2016		6,792		16,901		1,407		25,100
2017		1,699		4,487		374		6,560

Total	$	33,961	$	71,298	$	5,964	$	111,223