EXHIBIT 4.2


 


EXECUTION COPY


 


 


JETBLUE AIRWAYS
CORPORATION


 


and


 


WILMINGTON TRUST COMPANY,


 


As Trustee


 










 


FIRST SUPPLEMENTAL
INDENTURE


 


Dated
as of March 16, 2005


 










 


Supplemental to Indenture


 


Dated
as of March 16, 2005


 










 


Creating a series of
Securities

designated

33⁄4% Convertible Debentures due 2035


 





















 


TABLE OF
CONTENTS


 


	
   

  	
  ARTICLE ONE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DEFINITIONS
  AND OTHER

  	
   

  	
   

  
	
   

  	
  PROVISIONS
  OF GENERAL APPLICATION

  	
   

  	
   

  
	
   

  	
   

  
	
  Section 101.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE TWO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE
  DEBENTURES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 201.

  	
  Designation
  of Debentures; Establishment of Form

  	
   

  
	
  Section 202.

  	
  Amount

  	
   

  
	
  Section 203.

  	
  Interest

  	
   

  
	
  Section 204.

  	
  Denominations

  	
   

  
	
  Section 205.

  	
  Place
  of Payment

  	
   

  
	
  Section 206.

  	
  Redemption

  	
   

  
	
  Section 207.

  	
  Conversion

  	
   

  
	
  Section 208.

  	
  Stated
  Maturity

  	
   

  
	
  Section 209.

  	
  Repurchase

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE THREE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AMENDMENTS
  TO THE BASE INDENTURE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 301.

  	
  Provisions
  Applicable Only to Debentures

  	
   

  
	
  Section 302.

  	
  Registration
  of Transfer and Exchange.

  	
   

  
	
  Section 303.

  	
  Mutilated,
  Destroyed, Lost or Stolen Debentures.

  	
   

  
	
  Section 304.

  	
  Reinstatement.

  	
   

  
	
  Section 305.

  	
  Debentureholder
  Lists.

  	
   

  
	
  Section 306.

  	
  Supplemental
  Indentures Without Consent of Holders

  	
   

  
	
  Section 307.

  	
  Supplemental
  Indentures with Consent of Holders

  	
   

  
	
  Section 308.

  	
  Payment
  of Principal and Interest.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE FOUR

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CONVERSION
  OF DEBENTURES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 401.

  	
  Right
  to Convert

  	
   

  
	
  Section 402.

  	
  Conversion
  Procedures

  	
   

  
	
  Section 403.

  	
  Cash
  Payments in Lieu of Fractional Shares

  	
   

  
	
  Section 404.

  	
  Conversion
  Rate

  	
   

  
					



 


i





















 


	
  Section 405.

  	
  Conversion
  Rate Adjustment

  	
   

  
	
  Section 406.

  	
  Effect
  of Reclassification, Consolidation, Merger or Sale

  	
   

  
	
  Section 407.

  	
  Taxes
  on Shares Issued

  	
   

  
	
  Section 408.

  	
  Reservation
  of Shares; Shares to be Fully Paid; Compliance with Governmental
  Requirements; Listing of Common Stock

  	
   

  
	
  Section 409.

  	
  Responsibility
  of Trustee

  	
   

  
	
  Section 410.

  	
  Notice
  to Holders Prior to Certain Actions

  	
   

  
	
  Section 411.

  	
  Rights
  Issued in Respect of Common Stock Issued Upon Conversion

  	
   

  
	
  Section 412.

  	
  Option
  to Satisfy Conversion Obligation with Cash, Common Stock or Combination
  Thereof.

  	
   

  
	
  Section 413.

  	
  Additional
  Shares

  	
   

  
	
  Section 414.

  	
  Public
  Acquirer Change of Control

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE FIVE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  REDEMPTION AND REPURCHASE OF NOTES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 501.

  	
  Redemption
  of Debentures at the Option of the Company

  	
   

  
	
  Section 502.

  	
  Notice
  of Optional Redemption; Selection of Debentures

  	
   

  
	
  Section 503.

  	
  Payment
  of Debentures Called for Redemption by the Company

  	
   

  
	
  Section 504.

  	
  Conversion
  Arrangement on Call for Redemption

  	
   

  
	
  Section 505.

  	
  Repurchase
  at Option of Holders Upon a Designated Event

  	
   

  
	
  Section 506.

  	
  Repurchase
  of Debentures by the Company at Option of the Holder

  	
   

  
	
  Section 507.

  	
  Procedures
  for the Repurchase of Debentures

  	
   

  
	
  Section 508.

  	
  Effect
  of Repurchase Notice

  	
   

  
	
  Section 509.

  	
  Deposit
  of Purchase Price

  	
   

  
	
  Section 510.

  	
  Debentures
  Repurchased in Part

  	
   

  
	
  Section 511.

  	
  Repayment
  to the Company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE SIX

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MISCELLANEOUS PROVISIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 601.

  	
  Integral
  Part

  	
   

  
	
  Section 602.

  	
  Adoption,
  Ratification and Confirmation

  	
   

  
	
  Section 603.

  	
  Counterparts

  	
   

  
	
  Section 604.

  	
  Governing
  Law

  	
   

  
	
  Section 605.

  	
  Conflict
  of Any Provision of Indenture with Trust Indenture Act of 1939

  	
   

  
	
  Section 606.

  	
  Effect
  of Headings

  	
   

  
	
  Section 607.

  	
  Severability
  of Provisions

  	
   

  
	
  Section 608.

  	
  Successors
  and Assigns

  	
   

  
	
  Section 609.

  	
  Benefit
  of Supplemental Indenture

  	
   

  
	
  Section 610.

  	
  Acceptance
  by Trustee

  	
   

  
	
  Annex A
  Form of Debenture

  	
   

  
					



 


ii





















 


JETBLUE AIRWAYS CORPORATION


 


FIRST SUPPLEMENTAL INDENTURE


 


THIS
FIRST SUPPLEMENTAL INDENTURE, dated as of March 16, 2005,
between JetBlue Airways Corporation, a corporation organized and existing under
the laws of the Delaware (the “Company”),
and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”).


 


RECITALS
OF THE COMPANY


 


WHEREAS, the Company
has heretofore executed and delivered to the Trustee an Indenture, dated as of March 16,
2005 (the “Base Indenture”),
providing for the issuance from time to time of its debt securities in one or
more series;


 


WHEREAS, Section 901(6)
of the Base Indenture provides that the Company and the Trustee may from time
to time enter into one or more indentures supplemental thereto to establish the
form or terms of Securities of any series as permitted by Sections 201 and 301
thereof;


 


WHEREAS, for its
lawful corporate purposes, the Company has duly authorized the issuance of its
33⁄4% Convertible Debentures due 2035 (the “Debentures”),
in an initial aggregate principal amount of $250,000,000 (or $287,500,000 to
the extent that the Underwriters’ over-allotment option pursuant to the
Underwriting Agreement is exercised in full);


 


WHEREAS, the
Company proposes by this First Supplemental Indenture to supplement and amend
in certain respects the Base Indenture insofar as it will apply only to the
Debentures (and not to any other series of Securities, including, without
limitation, any Bearer Securities) to provide for the form, terms and other
provisions of the Debentures as a separate series of Securities to be issued
under the Indenture;


 


WHEREAS, all acts
and things necessary to duly authorize and reserve for the issuance of shares
of Common Stock issuable upon the conversion of the Debentures have been done
and performed; and


 


WHEREAS, all acts
and things necessary to make the Debentures, when executed by the Company and
authenticated and delivered by the Trustee, the valid, binding and legal
obligations of the Company, and to constitute this First Supplemental Indenture
a valid agreement according to its terms, have been done and performed, and the
execution of this First Supplemental Indenture and the issuance hereunder of
the Debentures have in all respects been duly authorized.


 


NOW, THEREFORE,
THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:


 





















 


In consideration
of the premises provided for herein, the Company and the Trustee mutually
covenant and agree for the equal and proportionate benefit of all Holders of
the Debentures as follows:


 


ARTICLE ONE



DEFINITIONS AND OTHER

PROVISIONS OF GENERAL APPLICATION


 


Section 101.                                Definitions.


 


For all purposes
of the Base Indenture and this First Supplemental Indenture relating to the
series of Securities, consisting of the Debentures, created hereby, except as
otherwise expressly provided or unless the context otherwise requires, (i) the
terms defined in this Article have the meanings assigned to them in this
Article, (ii) any term that is defined in both the Base Indenture and this
First Supplemental Indenture shall have the meaning assigned to such term in
this First Supplemental Indenture, (iii) any capitalized term that is used in
this First Supplemental Indenture but not defined herein shall have the meaning
specified in the Base Indenture and (iii) as used in this First Supplemental
Indenture, the terms “herein,” “hereof,” “hereunder” and other words of similar
import refer to this First Supplemental Indenture.


 


“Accepted Purchased
Shares” has the meaning specified in Section 405(e)(B) hereof.


 


“Acquisition Value”
of the Common Stock means, for each Trading Day in the Valuation Period with
respect to a Public Acquirer Change of Control, the value of the consideration
paid per share of Common Stock in connection with such Public Acquirer Change
of Control, as follows: (i) for any cash, 100% of the amount of such cash; (ii)
for any Public Acquirer Common Stock, 100% of the Last Reported Sale Price of
such Public Acquirer Common Stock on each such Trading Day; and (iii) for any
other securities, assets or property, 102% of the Fair Market Value of such
security, asset or property on each such Trading Day, as determined by two independent
nationally recognized investment banks selected by the Company for this
purpose.


 


“Additional
Debentures” has the meaning specified in Section 202 hereof.


 


“Additional Shares”
has the meaning specified in Section 413(a) hereof.


 


“Adjustment Event” has the meaning specified
in Section 405(j) hereof.


 


“Agent Members” has the meaning specified in Section 201(d)
hereof.


 


“Applicable
Record Date” has the meaning specified in Section 405(f)
hereof.


 


“Average Market Price” has the meaning
specified in Section 405(f) hereof.


 


“Cash Amount” has the mean specified in Section 412(a)
hereof.


 


2





















 


“Cash Settlement Averaging Period” means, in
respect of a Conversion Date, the twenty consecutive Trading Day period:


 


(a)                                  beginning on the Trading Day
following the Company’s receipt of a Conversion Notice, with respect to
Conversion Notices received after the Company has issued a notice of redemption
and prior to the 21st Trading Day preceding the related Redemption Date;


 


(b)                                 ending on the second Trading Day
preceding the Redemption Date, with respect to Conversion Notices received
during the period beginning twenty-one Trading Days preceding such Redemption
Date and ending one Trading Day preceding such Redemption Date (whether or not
the Company has irrevocably elected Net Share Settlement);


 


(c)                                  ending on the second Trading Day
preceding the Final Maturity Date, with respect to Conversion Notices received
during the period beginning twenty-five Trading Days preceding the Final
Maturity Date and ending one Trading Day preceding the Final Maturity Date
(whether or not the Company has irrevocably elected Net Share Settlement);


 


(d)                                 beginning on the Trading Day
following the Company’s receipt of a Conversion Notice, if the Company has
elected Net Share Settlement; provided, however, that if (a) the Company
receives a Conversion Notice during the period beginning twenty-five Trading
Days preceding the Final Maturity Date and ending one Trading Day preceding the
Final Maturity Date, the Cash Settlement Averaging Period for such Debentures
shall end on the second Trading Day preceding the Final Maturity Date or (b)
the Company receives a Conversion Notice during the period beginning twenty-one
Trading Days preceding a Redemption Date and ending one Trading Day preceding
such Redemption Date, the Cash Settlement Averaging Period for such Debentures
shall end on the second Trading Day preceding such Redemption Date; and


 


(e)                                  beginning on the Trading Day following
the final Trading Day of the Conversion Retraction Period, in all other cases.


 


“close of business” means 5 p.m. (New York City
time).


 


“Closing Sale Price”
means, as of any date, the closing sale price per share of Common Stock (or, if
no closing sale price is reported, the average of the closing bid and ask
prices or, if more than one in either case, the average of the average closing
bid and the average closing ask prices) on such date as reported in composite
transactions for the New York Stock Exchange or such other principal United
States securities exchange on which shares of Common Stock may be traded or, if
the shares of Common Stock are not listed on a United States national or
regional securities exchange, as reported by Nasdaq or by the National
Quotation Bureau Incorporated.  In the
absence of such quotations, the Company shall be entitled to determine the
Closing Sale Price on the basis of such quotations as it considers
appropriate.  Closing Sale Price shall be
determined without reference to extended or after hours trading.


 


“Common Stock” means any stock of any class
of the Company which has no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Company and which is not subject to redemption by the
Company.  Subject to the provisions of Section 406
hereof, however, shares 


 


3





















 


issuable on
conversion of Debentures shall include only shares of the class designated as
common stock of the Company at the date of the First Supplemental Indenture,
including any Rights attached thereto (namely, the Common Stock, par value
$0.01) or shares of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company and which are not subject to
redemption by the Company; provided
that if at any time there shall be more than one such resulting class, the
shares of each such class then so issuable on conversion shall be substantially
in the proportion which the total number of shares of such class resulting from
all such reclassifications bears to the total number of shares of all such
classes resulting from all such reclassifications.


 


“Company Repurchase Notice” has the meaning specified in Section 507(c)
hereof.


 


“Company Repurchase Notice Date” has the meaning specified in
Section 507(b) hereof.


 


“Conversion Agent” means any Person
authorized by the Company to deliver shares of Common Stock (or cash or a
combination of cash and shares of common Stock if the Company so elects) upon
conversion of any Debenture, on behalf of the Company.


 


“Conversion Date”
has the meaning specified in Section 402 hereof.


 


“Conversion Notice”
has the meaning specified in Section 402 hereof.


 


“Conversion
Obligation” has the meaning specified in Section 412(a) hereof.


 


“Conversion Price” as of any date will equal
$1,000 divided by the Conversion Rate as of such date.


 


“Conversion Rate”
has the mean specified in Section 404 hereof.


 


“Conversion
Retraction Period” has the meaning specified in Section 412(a)
hereof.


 


“Conversion Value” per $1,000 principal
amount of Debentures shall be an amount equal to the sum of the Daily
Conversion Value Amounts for each Trading Day in the Cash Settlement Averaging
Period.


 


“Daily Conversion Value Amount” means, for
each Trading Day of the Cash Settlement Averaging Period and for each $1,000
principal amount of Debentures, the amount equal to the Closing Sale Price of
the Common Stock on such Trading Day multiplied by the Conversion Rate in
effect on such Trading Day divided by 20.


 


“Daily Share Amount” means, for each Trading
Day of the Cash Settlement Averaging Period and for each $1,000 principal
amount of Debentures, a number of shares of Common Stock (but in no event less
than zero) determined by the following formula:


 


4





















 


	
   

  	
  (

  	
  Closing Sale Price on such Trading Day

  	
  X

  	
  Conversion Rate in effect on such Trading Day

  	
  )

  	
  X       (100% - Y%)

  
	
   

  	
   

  	
  Closing Sale Price on such Trading Day

  	
  X 

  	
  20

  	
   

  
									



 


where Y% is equal to (i)
in the case where the Company’s notice to settle a portion of its Conversion
Obligation in cash and shares of Common Stock sets forth a Specified
Percentage, such Specified Percentage, or (ii) in the case where the Company’s
notice to settle its Conversion Obligation in cash and shares of Common Stock
sets forth a Specified Dollar Amount, a percentage equal to (a) such Specified
Dollar Amount per $1,000 principal amount of Debentures divided by the
Conversion Value multiplied by (b) 100. 
If an event requiring an adjustment to the Conversion Rate pursuant to Section 405
hereof occurs subsequent to any Trading Day and prior to delivery of the Daily
Share Amount for such Debenture upon settlement, such Daily Share Amount shall
be appropriately adjusted.


 


“Debenture” or “Debentures” has
the meaning specified in Section 201(a) hereof and includes any Global
Debenture.


 


“Debentureholder” or “holder” as applied to any Debenture, or
other similar terms (but excluding the term “beneficial holder”), means any
Person in whose name at the time a particular Debenture is registered on the
Security Registrar’s books.


 


“Depositary” means, the clearing agency
registered under the Exchange Act that is designated to act as the Depositary
for the Global Debentures.  The
Depository Trust Company shall be the initial Depositary, until a successor shall
have been appointed and become such pursuant to the applicable provisions of
this Indenture, and thereafter, “Depositary” shall mean or include such
successor.


 


A “Designated Event” will be deemed to have
occurred upon the occurrence of a Fundamental Change or a Termination of
Trading.


 


“Designated Event Expiration
Time” has the meaning specified in Section 505(b) hereof.


 


“Designated Event Notice”
has the meaning specified in Section 505(b) hereof.


 


“Designated Event
Repurchase Date” has the meaning specified in Section 505(a)
hereof.


 


“Determination Date” has the meaning specified in Section 405(j)
hereof.


 


“Distribution” has the meaning specified in Section 405(d)
hereof.


 


“Effective Date” has the meaning specified
in Section 413(a) hereof.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


5





















 


“Expiration Time” has the meaning specified
in Section 405(e)(A) hereof.


 


“Fair Market Value”
has the meaning specified in Section 405(f) hereof.


 


“Final Maturity Date”
has the meaning specified in Section 208 hereof.


 


“Fundamental Change” means the occurrence of
any transaction or event (whether by means of an exchange offer, liquidation,
tender offer, consolidation, merger, combination, reclassification, recapitalization
or otherwise) in connection with which 50% or more of the Common Stock shall be
exchanged for, converted into, acquired for or constitute solely the right to
receive, consideration which is not at least 90% common stock that is (or, upon
consummation of or immediately following such transaction or event, which will
be) listed on a United States national securities exchange or approved (or,
upon consummation of or immediately following such transaction or event, which
will be approved) for quotation on the Nasdaq National Market or any similar
United States system of automated dissemination of quotations of securities
prices.


 


“Global Debenture” has the meaning specified
in Section 201(d) hereof.


 


“Indenture” means the Base Indenture, as
amended by the First Supplemental Indenture and, if amended or supplemented as
herein provided, as so amended or supplemented.


 


“Interest” means, when used with reference
to the Debentures, any interest payable under the terms of the Debentures.


 


“Interest Payment Date” has the meaning set
forth in the Base Indenture and, with respect to the Debentures only, shall
mean March 15th and September 15th.


 


“Last Reported Sale
Price” means with respect to the Common Stock, or any other security
for which a Last Reported Sale Price is to be determined, on any date, the
closing sale price per share (or if no closing sale price is reported, the
average of the bid and asked prices or, if more than one in either case, the
average of the average bid and the average asked prices) on that date as
reported in composite transactions for the principal United States securities
exchange on which the Common Stock or such other security is traded or, if the
Common Stock or such other security is not listed on a United States national or
regional securities exchange, as reported by Nasdaq. If the Common Stock or
such other security is not listed for trading on a United States national or
regional securities exchange and not reported by Nasdaq on the relevant date,
the “Last Reported Sale Price” will be the last quoted bid price for the Common
Stock or such other security in the over-the-counter market on the relevant
date as reported by Pink Sheets LLC or any similar organization.  If the Common Stock or such other security is
not so quoted, the “Last Reported Sale Price” will be the average of the
mid-point of the last bid and asked prices of Common Stock or such other
security on the relevant date from each of at least three nationally recognized
independent investment banking firms selected by the Company for this purpose.


 


“Net Share
Settlement” means the irrevocable election of the Company to settle
the Conversion Obligation in accordance with the provisions of Section 412
hereof.


 


6





















 


“Offer Expiration
Time” has the meaning specified in Section 405(e)(B) hereof.


 


“Optional Redemption”
has the meaning specified in Section 501 hereof.


 


“Public Acquirer
Change of Control” means any event constituting a Fundamental
Change, where the acquirer, the Person formed by or surviving the merger or
consolidation, or any entity that it is a direct or indirect “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act, as amended) of more than 50%
of the total voting power of all shares of such acquirer’s or Person’s Capital
Stock that are entitled to vote generally in the election of directors, has a
class of common stock traded on a national securities exchange or quoted on
Nasdaq or which will be so traded or quoted when issued or exchanged in
connection with such Public Acquirer Change of Control; provided that if there is more than one
such entity, the relevant entity will be such entity with the most direct
beneficial ownership to such acquirer’s or Person’s Capital Stock.


 


“Public Acquirer Common
Stock” means, in connection with a Public Acquirer Change of
Control, the acquirer’s, Person’s or other entity’s class of common stock
traded on a national securities exchange or quoted on Nasdaq or which will be
so traded or quoted when issued or exchanged in connection with such Public
Acquirer Change of Control.


 


“Public Acquisition
Notice” has the meaning specified in Section 414(b) hereof.


 


“Purchased Shares”
has the meaning specified in Section 405(e)(A)
hereof.


 


“Redemption Date”
has the meaning specified in Section 502 hereof.


 


“Record Date” means the record date
established by the Company for a specified purpose.


 


“Regular Record Date”
has the meaning set forth in the Base Indenture and with respect to the
Debentures only shall mean March 1st with respect to the
Interest Payment Date on March 15th and September 1 with
respect to the Interest Payment Date on September 15th.


 


“Repurchase Date”
has the meaning specified in Section 506 hereof.


 


“Repurchase Notice”
has the meaning specified in Section 506 hereof.


 


“Rights”
and “Rights Agreement” have the
meanings specified in Section 411 hereof.


 


“Settlement Notice
Period” has the meaning specified in Section 412(a) hereof.


 


“Specified Dollar
Amount” has the mean specified in Section 412(a) hereof.


 


“Specified
Percentage” has the mean specified in Section 412(a) hereof.


 


“Spinoff Valuation
Period” has the meaning specified in Section 405(d) hereof.


 


“Stock Price”
has the meaning specified in Section 413(a) hereof.


 


7





















 


“Subsidiary”
of any Person means (i) any corporation more than 50% of whose stock of any
class or classes having by the terms of such stock ordinary voting power to
elect a majority of the directors of such corporation (irrespective of whether
or not at the time stock of any class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time owned by such Person and/or by one or more Subsidiaries of such Person
or by such Person and one or more Subsidiaries of such Person and (ii) any
partnership, association, limited liability company, joint venture or other
entity in which such Person and/or one or more Subsidiaries of such Person or
such Person and one or more Subsidiaries of such Person has more than a 50%
equity interest at the time.


 


A “Termination of
Trading” will be deemed to have occurred if the Common Stock (or other
common stock into which the Debentures are then convertible) is neither listed
for trading on a United States national securities exchange nor approved for
trading on the Nasdaq National Market.


 


“Trading Day”
means (x) if the applicable security is quoted on the Nasdaq National Market, a
day on which trades may be made thereon or (y) if the applicable security is
listed or admitted for trading on the New York Stock Exchange or such other
national securities exchange, a day on which the New York Stock Exchange or
another national securities exchange is open for business or (z) if the
applicable security is not so listed, admitted for trading or quoted, any day
other than a Saturday or Sunday or a day on which banking institutions in the
State of New York are authorized or obligated by law or executive order to
close.


 


“Trigger Event”
has the meaning specified in Section 405(d) hereof.


 


“Underwriters”
means Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner
& Smith, UBS Securities LLC and Blaylock & Partners, L.P., as
underwriters of the public offering of the Debentures issued on the date hereof
pursuant to the Underwriting Agreement.


 


“Underwriting
Agreement” means the Underwriting Agreement dated March 10,
2005 among the Company and the Underwriters relating to the public offering of
the Debentures.


 


“Valuation Period”
has the meaning specified in Section 414(a) hereof.


 


8





















 


ARTICLE TWO


THE DEBENTURES


 


Section 201.                                Designation of Debentures; Establishment of Form.


 


(a)                                  There
shall be a series of Securities designated “33⁄4% Convertible Debentures due 2035”
of the Company (referred to herein as the “Debentures”),
and the form thereof shall be substantially as set forth in Annex A
hereto, which is incorporated into and shall be deemed a part of this First
Supplemental Indenture, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by the
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers of the Company executing such Debentures, as
evidenced by their execution of the Debentures.


 


(b)                                 The
Debentures shall be Registered Securities and initially be issued in global
form as Global Securities.


 


(c)                                  The
Company shall maintain an office or agency where Debentures may be presented
for purchase or payment (which shall be the office of the Paying Agent) and an
office or agency where Debentures may be presented for conversion (which shall
be the office of the Conversion Agent). 
The Company may have one or more additional Paying Agents and one or
more additional Conversion Agents.  The
Company initially appoints the Trustee as Conversion Agent and Paying Agent in
connection with the Debentures.


 


Section 202.                                Amount.


 


(a)                                  The Trustee shall initially
authenticate and deliver Debentures for original issue in an aggregate
principal amount of up to $250,000,000 (or initially up to $287,500,000 to the
extent that the Underwriters’ over-allotment option pursuant to the
Underwriting Agreement is exercised in full) upon a Company Order for the
authentication and delivery of Debentures, without any further action by the
Company.  The Company may, without the
consent of the holders of the Debentures, issue additional Debentures under the
Indenture with the same terms, CUSIP number and other provisions as the
Debentures initially issued under the Indenture in an unlimited principal
amount (“Additional
Debentures”), provided that no Additional Debentures
shall be issued unless fungible with the Debentures initially issued under the
Indenture for U.S. federal income tax purposes.


 


(b)                                 The Company may not issue new
Debentures to replace Debentures that it has paid or delivered to the Trustee
for cancellation or that any Holder has converted pursuant to Article Four
hereof.


 


9





















 


Section 203.                                Interest.


 


Outstanding
Debentures shall bear interest at the rate of 3 3⁄4% per annum from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, or if no interest has been paid, from March 16, 2005, payable
semiannually in arrears on each Interest Payment Date, to the Persons in whose
names the Debentures are registered at the close of business on the Regular
Record Date, as the case may be, next preceding such Interest Payment
Date.  Interest on the Debentures will be
computed on the basis of a 360-day year comprised of twelve 30-day months.  Each payment of cash interest on the
Debentures shall include interest accrued through the day before the applicable
Interest Payment Date, Redemption Date or Repurchase Date, as the case may
be.  Any payment required to be made on
any day that is not a Business Day shall be made on the next succeeding
Business Day.


 


Section 204.                                Denominations.


 


Each Debenture
shall be in fully registered form without interest coupons in the denominations
of $1,000 or any integral multiple thereof.


 


Section 205.                                Place
of Payment.


 


The Place of
Payment for the Debentures and the place or places where the Debentures may be
surrendered for registration of transfer, exchange, repurchase, redemption or
conversion and where notices may be given to the Company in respect of the
Debentures is at the Corporate Trust Office of the Trustee in New York, New
York and at the agency of the Trustee maintained for that purpose at the office
of the Trustee; provided, however, that payment of interest may be
made at the option of the Company (i) by check mailed to the registered address
of such Person (provided that a
holder of Debentures with an aggregate principal amount in excess of $2,000,000
shall, at the written election (timely made and containing appropriate wire
transfer information) of such holder, be paid by wire transfer of immediately
available funds), or (ii) by transfer to an account maintained by such Person
located in the United States; provided
that payments to the Depositary will be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee.


 


Section 206.                                Redemption.


 


(a)                                  There shall be no sinking fund
for the retirement of the Debentures.


 


(b)                                 The Company, at its option, may
redeem the Debentures on or after March 20, 2010 in accordance with the
provisions set forth in the Debentures and the provisions of this First
Supplemental Indenture, including, without limitation, Article Five
hereof.


 


Section 207.                                Conversion.


 


The Debentures
shall be convertible in accordance with the provisions set forth in the
Debentures and this First Supplemental Indenture, including, without
limitation, Article Four hereof.


 


10





















 


Section 208.                                Stated Maturity.


 


The date on which
the principal of the Debentures is due and payable, unless earlier converted,
accelerated, redeemed or repurchased pursuant to the Indenture, shall be March 15,
2035 (the “Final Maturity Date”).


 


Section 209.                                Repurchase.


 


The Debentures
shall be repurchased by the Company, at the option of the Holder in accordance
with the provisions set forth in the Debentures and this First Supplemental
Indenture, including, without limitation, Article Five hereof.


 


ARTICLE THREE


AMENDMENTS TO
THE BASE INDENTURE


 


Section 301.                                Provisions Applicable Only to Debentures.


 


The provisions
contained in this First Supplemental Indenture shall apply to the Debentures
only and not to any other series of Security issued under the Base Indenture
and any covenants provided herein are expressly being included solely for the
benefit of the Debentures and not for the benefit of any other series of
Securities issued under the Base Indenture. 
These amendments shall be effective for so long as there remain any
Debentures Outstanding.  Any provisions
contained in the Base Indenture relating to any Bearer Security shall for
purposes of this Indenture be deleted from this Indenture and have no force or
effect herein.


 


Section 302.                                Registration of Transfer and Exchange.


 


Section 305
of the Base Indenture is hereby amended, subject to Section 301 hereof
and, with respect to the Debentures only, by deleting the first proviso in the
third sentence of the sixth paragraph and by inserting instead the following
proviso immediately before “; and provided further”:


 


 “provided, however, that neither
the Company nor the Trustee nor any Security Registrar shall be required to
exchange or register a transfer of (a) any Debentures for a period of fifteen
(15) days next preceding any selection of Debentures to be redeemed, (b) any
Debentures or portions thereof called for redemption pursuant to Section 502
of the First Supplemental Indenture, (c) any Debentures or portions thereof
surrendered for conversion pursuant to Article Four of the First
Supplemental Indenture, (d) any Debentures or portions thereof tendered for
repurchase (and not withdrawn) pursuant to Section 505 of the First
Supplemental Indenture or (e) any Debentures or portions thereof tendered for
repurchase (and not withdrawn) pursuant to Section 506 of the First
Supplemental Indenture”.


 


11





















 


Section 303.                                Mutilated,
Destroyed, Lost or Stolen Debentures.


 


The third
paragraph of Section 306 of the Base Indenture is hereby amended and
restated in its entirety, subject to Section 301 hereof and, with respect
to the Debentures only, to read as follows:


 


“Notwithstanding
the provisions of the previous two paragraphs, in case any Debenture which has
matured or is about to mature or has been called for redemption or has been
tendered for repurchase upon a Designated Event (and not withdrawn) or has been
surrendered for repurchase on a Repurchase Date (and not withdrawn) or is to be
converted into Common Stock shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Debenture, pay or
authorize the payment of or convert or authorize the conversion of the same
(without surrender thereof except in the case of a mutilated Debenture), as the
case may be, if the applicant for such payment or conversion shall furnish to the
Company, to the Trustee and, if applicable, to such authenticating agent such
security or indemnity as may be required by them to hold each of them harmless
for any loss, liability, cost or expense caused by or in connection with such
substitution, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company, the Trustee and, if applicable, any paying
agent or conversion agent evidence to their satisfaction of the destruction,
loss or theft of such Debenture and of the ownership thereof.”


 


Section 304.                                Reinstatement.


 


Article Four
of the Base Indenture is hereby amended, subject to Section 301 hereof
and, with respect to the Debentures only, by adding the following Section 403:


 


“Section 403.                          Reinstatement.


 


If the Trustee or
the paying agent is unable to apply any money in accordance with Section 402
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture and the Debentures shall be revived and
reinstated as though no deposit had occurred pursuant to Section 401 until
such time as the Trustee or the paying agent is permitted to apply all such
money in accordance with Section 402; provided that
if the Company makes any payment of interest on or principal of any Debenture
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the holders of such Debentures to receive such payment from
the money held by the Trustee or paying agent.”


 


Section 305.                                Debentureholder Lists.


 


Article Seven
of the Base Indenture is hereby amended, subject to Section 301 hereof
and, with respect to the Debentures only, by adding the following Section 705:


 


“Section 705.                          Debentureholder Lists.


 


(a)                                  The
Company covenants and agrees that it will furnish or cause to be furnished to
the Trustee, semiannually, not more than fifteen (15) days after each January 1
and July 1 in each year beginning with July 1, 2005, and at such
other times as the Trustee may 


 


12





















 


request in writing,
within thirty (30) days after receipt by the Company of any such request (or
such lesser time as the Trustee may reasonably request in order to enable it to
timely provide any notice to be provided by it hereunder), a list in such form
as the Trustee may reasonably require of the names and addresses of the
registered holders of Debentures as of a date not more than fifteen (15) days
(or such other date as the Trustee may reasonably request in order to so
provide any such notices) prior to the time such information is furnished,
except that no such list need be furnished by the Company to the Trustee so
long as the Trustee is acting as the sole Security Registrar.


 


(b)                                 The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of Debentures
contained in the most recent list furnished to it as provided in Section 705(a)
of this Indenture or maintained by the Trustee in its capacity as Security
Registrar or co-registrar in respect of the Debentures, if so acting.  The Trustee may destroy any list furnished to
it as provided in Section 705(a) hereof upon receipt of a new list so
furnished.


 


(c)                                  The
rights of Debentureholders to communicate with other holders of Debentures with
respect to their rights under this Indenture or under the Debentures, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.”


 


Section 306.                                Supplemental
Indentures Without Consent of Holders.


 


Section 901
of the Base Indenture is hereby amended, subject to Section 301 hereof,
and with respect to the Debentures only, by deleting the word “or” at the end
of clause (8) thereof, replacing the period at the end of clause (9) thereof
with “; or” and by inserting the following clause:


 


“(10)                      to make
provision with respect to the conversion rights of the holders of Debentures
pursuant to the requirements of Section 406 of the First Supplemental
Indenture, the repurchase obligations of the Company pursuant to the
requirements of Section 505(e) of the First Supplemental Indenture, the
adjustment to the Conversion Rate and the Conversion Obligation pursuant to Section 414
of the First Supplemental Indenture and to adjust the Conversion Rate in
accordance with Section 405 of the First Supplemental Indenture.”


 


Section 307.                                Supplemental Indentures with Consent of Holders.


 


Section 902
of the Base Indenture is hereby amended, subject to Section 301 hereof
and, with respect to the Debentures only, by deleting the first paragraph
(including clauses (1), (2) and (3) thereof) and replacing it with the
following:


 


“With the consent (evidenced as provided in Section 104 of
the Base Indenture) of the holders of not less than a majority in aggregate
principal amount of the Debentures at the time Outstanding, the Company, when
authorized by the resolutions of the Board of Directors, and the Trustee may,
from time to time and at any time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or any
supplemental indenture or of modifying in any manner the rights of the holders
of the Debentures; provided that
no such supplemental indenture shall (i) extend the fixed maturity of any
Debenture, or reduce the rate or


 


13





















 


extend the time of
payment of interest thereon, or reduce the principal amount thereof, or reduce
any amount payable upon redemption or repurchase thereof, or impair the right
of any Debentureholder to institute suit for the payment thereof, or make the
principal thereof or interest thereon payable in any coin or currency other
than that provided in this Indenture or the Debentures, or reduce the
Redemption Price in connection with any Optional Redemption, or change the
obligation of the Company to repurchase any Debenture at the option of a holder
upon the happening of a Designated Event in a manner adverse to the holders of
Debentures, or change the obligation of the Company to repurchase any Debenture
on a Repurchase Date in a manner adverse to the holders of Debentures, or
reduce the number of shares or the amount of any other property receivable upon
conversion of the Debentures, including any Additional Shares, other than in
accordance with the terms of the Indenture, or otherwise impair the right of a
holder to convert the Debentures into Common Stock (or cash or a combination of
cash and shares of Common stock if the Company so elects) subject to the terms
set forth herein, including Section 406 of the First Supplemental
Indenture, or reduce
the quorum or the voting requirements under the Indenture, or modify any of the
provisions of this Section 902 or Section 513 of the Base Indenture,
each as amended by this First Supplemental Indenture, except to increase any
such percentage or to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the holder of each
Debenture so affected, or change any obligation of the Company to maintain an
office or agency in the places and for the purposes set forth in Section 1002
of the Base Indenture, in each case, without the consent of the holder of each
Debenture so affected, or (ii) reduce the aforesaid percentage of Debentures,
the holders of which are required to consent to any such supplemental indenture
or to waive any past Event of Default, without the consent of the holders of
all Debentures affected thereby.


 


Upon the written
request of the Company, accompanied by a copy of the resolutions of the Board
of Directors certified by its Secretary or Assistant Secretary authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Debentureholders as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.”


 


Section 308.                                Payment of Principal and Interest.


 


 Section 1001 of the Base Indenture is
hereby amended and restated in its entirety, subject to Section 301 hereof
and, with respect to the Debentures only, to read as follows:


 


“The Company
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of (including the redemption price upon redemption or the
purchase price upon repurchase, in each case pursuant to Article Five of
the First Supplemental Indenture), and interest, on each of the Debentures at
the places, at the respective times and in the manner provided in this
Indenture and in the Debentures.”


 


14





















 


ARTICLE FOUR


CONVERSION OF
DEBENTURES


 


Section 401.                                Right to Convert.


 


(a)  Subject to and upon
compliance with the provisions of this Indenture, the holder of any Debenture
not previously redeemed or repurchased shall have the right, at such holder’s
option, to convert the principal amount of the Debenture, or any portion of
such principal amount which is a multiple of $1,000, into fully paid and
non-assessable shares of Common Stock (as such shares shall then be
constituted), or cash or a combination of cash and shares of common stock if
the Company shall so elect pursuant to Section 412 hereof, at the
Conversion Rate in effect at such time, at any time prior to the close of
business on the Business Day immediately preceding the Final Maturity Date by
surrender of the Debenture so to be converted in whole or in part, together
with any required funds under the circumstances described in this Section 401,
in the manner provided in Section 402 hereof.


 


(b)                                 A Debenture in respect of which
a holder is electing to exercise its option to require repurchase upon a
Designated Event pursuant to Section 505(a) hereof or repurchase pursuant
to Section 506 hereof may be converted only if such holder withdraws its
election in accordance with Section 505(b) or Section 508 hereof,
respectively.  A holder of Debentures is
not entitled to any rights of a holder of Common Stock until such holder has
converted his Debentures to Common Stock, and only to the extent such
Debentures are deemed to have been converted into Common Stock under this Article Four.


 


Section 402.                                Conversion Procedures.


 


To convert a
Debenture, a holder must (a) complete and manually sign the Conversion Notice
or a facsimile of the Conversion Notice (a “Conversion
Notice”) in the form set forth on the reverse of the Debenture and
deliver such notice to the Conversion Agent, (b) surrender the Debenture to the
Conversion Agent, (c) furnish appropriate endorsements and transfer documents
if required by the Security Registrar or the Conversion Agent, (d) pay any
transfer or similar tax, if required, and (e) if required, pay funds equal to
the interest payable on the next interest payment date.  The date on which the holder satisfies all of
the foregoing requirements is the “Conversion Date.”  Except as provided in Section 405(j)
hereof, if the Company elects to settle in Common Stock only (other than cash
in lieu of fractional shares) the Company shall deliver to the holder through
the Conversion Agent, as promptly as practicable after satisfaction of the
requirements for conversion, a certificate for the number of whole shares of
Common Stock issuable upon the conversion and, if applicable, cash in lieu of
any fractional shares pursuant to Section 403 hereof.


 


In the case of a
Global Debenture, the Conversion Notice shall be completed by a Depositary
participant on behalf of the beneficial holder. 
Conversion Notices may be delivered and such Debentures may be
surrendered for conversion in accordance with the applicable procedures of the
Depositary as in effect from time to time. 
In order to cause a Depositary participant to
complete a Conversion Notice, a beneficial holder must complete, or cause to be
completed, the appropriate instruction form for conversion pursuant to the
Depositary’s book-entry 


 


15





















 


conversion
program.  The Person in whose name the
Common Stock certificate is registered shall be deemed to be a shareholder of
record at the close of business on the applicable Conversion Date; provided, however, that if any such date is a date when the
stock transfer books of the Company are closed, such Person shall be deemed a
shareholder of record as of the next date on which the stock transfer books of
the Company are open.


 


No payment or
adjustment shall be made for dividends on, or other distributions with respect
to, any Common Stock except as provided in this Article Four.  On conversion of a Debenture, except for
conversion during the period from the close of business on any Regular Record
Date immediately preceding any Interest Payment Date to the close of business
on the Business Day immediately preceding such Interest Payment Date, in which
case the holder on such Regular Record Date shall receive the interest payable
on such Interest Payment Date, that portion of accrued and unpaid interest on
the converted Debenture attributable to the period from the most recent
Interest Payment Date (or, if no Interest Payment Date has occurred, from the
date of original issuance of the Debentures) through the Conversion Date shall
not be cancelled, extinguished or forfeited, but rather shall be deemed to be
paid in full to the holder thereof through delivery of shares of Common Stock
(together with the cash payment, if any, in lieu of fractional shares) in
exchange, and in satisfaction of the Company’s obligation to pay, for the
Debenture being converted pursuant to the provisions hereof, and the Fair
Market Value of such issued shares of Common Stock (together with any such cash
payment in lieu of fractional shares) shall be treated as issued, to the extent
thereof, first in exchange for accrued and unpaid interest accrued through the
Conversion Date and the balance, if any, of such Fair Market Value of such
Common Stock (and any such cash payment) shall be treated as issued in
exchange, and in satisfaction of the Company’s obligation to pay, for the
principal amount of the Debenture being converted pursuant to the provisions
hereof.


 


If a holder
converts more than one Debenture at the same time, the number of shares of
Common Stock issuable upon the conversion shall be based on the aggregate
principal amount of Debentures converted.


 


Upon surrender of
a Debenture that is converted in part, the Company shall execute, and the
Trustee shall authenticate and deliver to the holder, a new Debenture equal in
principal amount to the principal amount of the unconverted portion of the
Debenture surrendered.


 


Debentures or portions
thereof surrendered for conversion during the period from the close of business
on any Regular Record Date immediately preceding any Interest Payment Date to
the close of business on the Business Day immediately preceding such Interest
Payment Date shall be accompanied by payment to the Company or its order, in
immediately available funds or other funds acceptable to the Company, of an
amount equal to the interest payable on such Interest Payment Date with respect
to the principal amount of Debentures or portions thereof being surrendered for
conversion; provided that no such payment need be
made if (1) the Company has specified a Redemption Date that occurs during the
period from the close of business on a Regular Record Date to the close of
business on the Business Day immediately preceding the Interest Payment Date to
which such Regular Record Date relates, (2) the Company has specified a
Designated Event Repurchase Date during such period or (3) any 


 


16





















 


overdue
interest exists on the Conversion Date with respect to the Debentures
converted, but only to the extent of such overdue interest.


 


Section 403.                                Cash Payments in Lieu of Fractional Shares.


 


No fractional
shares of Common Stock or scrip certificates representing fractional shares
shall be issued upon conversion of Debentures. 
If more than one Debenture shall be surrendered for conversion at one
time by the same holder, the number of full shares that shall be issuable upon
conversion shall be computed on the basis of the aggregate principal amount of
the Debentures (or specified portions thereof to the extent permitted hereby)
so surrendered.  If any fractional share
of Common Stock would be issuable upon the conversion of any Debenture or Debentures,
the Company shall make an adjustment and payment therefor in cash at the
current market price thereof to the holder of Debentures.  For purposes of this Section 403, the “current market price” of a share of Common Stock shall be
the Closing Sale Price on the last Trading Day immediately preceding the day on
which the Debentures (or specified portions thereof) are deemed to have been
converted.


 


Section 404.                                Conversion Rate.


 


Each $1,000
principal amount of the Debentures shall be initially convertible into 38.9864
shares of Common Stock (herein called the “Conversion Rate”),
subject to adjustment as provided in this Article Four.


 


Section 405.                                Conversion Rate Adjustment.


 


The Conversion
Rate shall be adjusted from time to time by the Company as follows:


 


(a)                                  In
case the Company shall hereafter pay a dividend or make a distribution to all
holders of the outstanding Common Stock in shares of Common Stock, the
Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect at the opening of
business on the date following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution by a
fraction,


 


(i)                                     the
numerator of which shall be the sum of the number of shares of Common Stock
outstanding at the close of business on the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution plus the
total number of shares of Common Stock constituting such dividend or other
distribution; and


 


(ii)                                  the denominator of which shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination,


 


such
increase to become effective immediately after the opening of business on the
day following the date fixed for such determination.  If any dividend or distribution of the type
described in this Section 405(a) is declared but not so paid or made, the
Conversion 


 


17





















 


Rate shall again be
adjusted to the Conversion Rate that would then be in effect if such dividend
or distribution had not been declared.


 


(b)                                 In
case the Company shall issue rights or warrants to all holders of its
outstanding shares of Common Stock entitling them (for a period expiring within
forty-five (45) days after the date fixed for determination of stockholders
entitled to receive such rights or warrants) to subscribe for or purchase
shares of Common Stock at a price per share less than the Average Market Price
on the date such issuance is first publicly announced by the Company, the
Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to
the date fixed for determination of stockholders entitled to receive such
rights or warrants by a fraction,


 


(iii)                               the
numerator of which shall be the number of shares of Common Stock outstanding at
the close of business on the date fixed for determination of stockholders
entitled to receive such rights or warrants plus the total number of additional
shares of Common Stock offered for subscription or purchase, and


 


(iv)                              the
denominator of which shall be the sum of the number of shares of Common Stock
outstanding at the close of business on the date fixed for determination of
stockholders entitled to receive such rights or warrants plus the number of
shares that the aggregate offering price of the total number of shares so
offered would purchase at such Average Market Price.


 


Such adjustment shall be successively made whenever
any such rights or warrants are issued, and shall become effective immediately
after the opening of business on the day following the date fixed for
determination of stockholders entitled to receive such rights or warrants.  To the extent that shares of Common Stock are
not delivered after the expiration of such rights or warrants, the Conversion
Rate shall be readjusted to the Conversion Rate that would then be in effect had
the adjustments made upon the issuance of such rights or warrants been made on
the basis of delivery of only the number of shares of Common Stock actually
delivered.  If such rights or warrants
are not so issued, the Conversion Rate shall again be adjusted to be the
Conversion Rate that would then be in effect if such issuance had not been so
declared or made.  In determining whether
any rights or warrants entitle the holders to subscribe for or purchase shares
of Common Stock at less than such Average Market Price, and in determining the
aggregate offering price of such shares of Common Stock, there shall be taken
into account any consideration received by the Company for such rights or
warrants and any amount payable on exercise or conversion thereof, the value of
such consideration, if other than cash, to be determined by the Board of
Directors


 


(c)                                  In
case outstanding shares of Common Stock shall be subdivided into a greater
number of shares of Common Stock, the Conversion Rate in effect at the opening
of business on the day following the day upon which such subdivision becomes
effective shall be proportionately increased, and conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Rate in effect at the opening of
business on the day following the day upon 


 


18





















 


which
such combination becomes effective shall be proportionately reduced, such
increase or reduction, as the case may be, to become effective immediately after
the opening of business on the day following the day upon which such
subdivision or combination becomes effective.


 


(d)                                 In
case the Company shall, by dividend or otherwise, distribute to all holders of
its Common Stock shares of any class of capital stock of the Company or
evidences of its indebtedness or assets (including cash or securities, but
excluding any rights or warrants referred to in Section 405(b) hereof, and
excluding any dividend or distribution referred to in Section 405(a)
hereof (any of the foregoing hereinafter in this Section 405(d)) hereof
called the “Distribution”)), then, in each
such case (unless the Company elects to reserve such Distribution for
distribution to the Debentureholders upon the conversion of the Debentures so
that any such holder converting Debentures will receive upon such conversion,
in addition to the shares of Common Stock to which such holder is entitled, the
amount and kind of such Distribution which such holder would have received if
such holder had converted its Debentures into Common Stock immediately prior to
the Applicable Record Date), the Conversion Rate shall be increased so that the
same shall be equal to the rate determined by multiplying the Conversion Rate
in effect at the close of business on the Applicable Record Date with respect
to such distribution by a fraction,


 


(i)                                     the numerator of which shall be the Average Market Price on
such Applicable Record Date, and


 


(ii)                                  the
denominator of which shall be the Average Market Price on such Applicable
Record Date less (A) in the case of Distributions other than cash, the Fair
Market Value (as determined by the Board of Directors, whose determination
shall be conclusive, and described in a resolution of the Board of Directors)
on the Applicable Record Date of the portion of such Distributions applicable
to one share of Common Stock and (B) in the case of Distributions of cash, the
amount of such Distributions applicable to one share of Common Stock,


 


such adjustment to become effective immediately prior
to the opening of business on the day following such Applicable Record Date; provided that if the then Fair Market
Value (as so determined) of the portion of the Distribution so distributed
applicable to one share of Common Stock is equal to or greater than the Average
Market Price on the Applicable Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Debentureholder shall
have the right to receive upon conversion the amount of Distribution such
holder would have received had such holder converted each Debenture on the
Applicable Record Date.  A holder who
converts a Debenture pursuant to Section 405(b) shall not be entitled to
any adjustment to the Conversion Rate with respect to such Debentures so
converted.  If such dividend or
distribution is not so paid or made, the Conversion Rate shall again be
adjusted to be the Conversion Rate that would then be in effect if such
dividend or distribution had not been declared. 
If the Board of Directors determines the Fair Market Value of any
distribution for purposes of this Section 405(d) hereof by reference to
the actual or when issued trading market for any securities, it must in doing
so consider the prices in such market over the same period used in computing 


 


19





















 


the
Average Market Price on the applicable Applicable Record Date.  Notwithstanding the foregoing, if the
Distribution distributed by the Company to all holders of its Common Stock
consists of capital stock of, or similar equity interests in, a Subsidiary or
other business unit, the Conversion Rate shall be increased so that the same
shall be equal to the rate determined by multiplying the Conversion Rate in
effect on the Applicable Record Date with respect to such distribution by a
fraction:


 


(i)                                     the
numerator of which shall be the sum of (x) the average Closing Sale Price over
the ten consecutive Trading Day period (the “Spinoff
Valuation Period”) commencing on and including the fifth Trading Day
after the date on which “ex-dividend trading” commences on the Common Stock on
the New York Stock Exchange or such other national or regional exchange or
market on which the Common Stock is then listed or quoted and (y) the average
Fair Market Value (as determined by the Board of Directors, whose determination
shall be conclusive, and described in a resolution of the Board of Directors)
over the Spinoff Valuation Period of the portion of the Distribution so
distributed applicable to one share of Common Stock;


 


(ii)                                  the denominator of which shall be the average Closing Sale
Price over the Spinoff Valuation Period,


 


such adjustment to become effective immediately prior
to the opening of business on the day following such Applicable Record Date; provided that the Company may in lieu of
the foregoing adjustment make adequate provision so that each Debentureholder
shall have the right to receive upon conversion the amount of Distribution such
holder would have received had such holder converted each Debenture on the
Applicable Record Date with respect to such distribution.


 


Rights or warrants
distributed by the Company to all holders of Common Stock entitling the holders
thereof to subscribe for or purchase shares of the Company’s capital stock
(either initially or under certain circumstances), which rights or warrants,
until the occurrence of a specified event or events (“Trigger Event”):  (i) are deemed to be transferred with such
shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in
respect of future issuances of Common Stock, shall be deemed not to have been
distributed for purposes of this Section 405 (and no adjustment to the
Conversion Rate under this Section 405 will be required) until the
occurrence of the earliest Trigger Event, whereupon such rights and warrants
shall be deemed to have been distributed and an appropriate adjustment (if any
is required) to the Conversion Rate shall be made under this Section 405(d).  If any such right or warrant, including any
such existing rights or warrants distributed prior to the date of this First
Supplemental Indenture, are subject to events, upon the occurrence of which
such rights or warrants become exercisable to purchase different securities,
evidences of indebtedness or other assets, then the date of the occurrence of
any and each such event shall be deemed to be the date of distribution and
record date with respect to new rights or warrants with such rights (and a
termination or expiration of the existing rights or warrants without exercise
by any of the holders thereof).  In
addition, in the event of any distribution (or deemed distribution) of rights
or warrants, or any Trigger Event or other event (of the type described in the
preceding 


 


20





















 


sentence) with respect thereto that was counted for
purposes of calculating a distribution amount for which an adjustment to the
Conversion Rate under this Section 405 was made, (1) in the case of any
such rights or warrants that shall all have been redeemed or repurchased without
exercise by any holders thereof, the Conversion Rate shall be readjusted upon
such final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash distribution, equal
to the per share redemption or repurchase price received by a holder or holders
of Common Stock with respect to such rights or warrants (assuming such holder
had retained such rights or warrants), made to all holders of Common Stock as
of the date of such redemption or repurchase, and (2) in the case of such
rights or warrants that shall have expired or been terminated without exercise
by any holders thereof, the Conversion Rate shall be readjusted as if such
rights and warrants had not been issued.


 


No adjustment of the Conversion
Rate shall be made pursuant to this Section 405(d) in respect of rights or
warrants distributed or deemed distributed on any Trigger Event to the extent
that such rights or warrants are actually distributed, or reserved by the
Company for distribution to holders of Debentures upon conversion by such
holders of Debentures into Common Stock.


 


For purposes of this Section 405(d)
and Section 405(a) and (b), any dividend or distribution to which this Section 405(d)
is applicable that also includes shares of Common Stock, or rights or warrants
to subscribe for or purchase shares of Common Stock (or both), shall be deemed
instead to be (1) a dividend or distribution of the evidences of indebtedness,
assets or shares of capital stock other than such shares of Common Stock or
rights or warrants (and any Conversion Rate adjustment required by this Section 405(d)
with respect to such dividend or distribution shall then be made) immediately
followed by (2) a dividend or distribution of such shares of Common Stock or
such rights or warrants (and any further Conversion Rate adjustment required by
Sections 405(a) and (b) with respect to such dividend or distribution shall
then be made), except


 


(A)                              the
Applicable Record Date of such dividend or distribution shall be substituted as
“the date fixed for the determination of stockholders entitled to receive such
dividend or other distribution”, “the date fixed for the determination of
stockholders entitled to receive such rights or warrants” and “the date fixed
for such determination” within the meaning of Section 405(a) and (b)
hereof, and


 


(B)                                any shares of Common Stock included in such dividend or
distribution shall not be deemed “outstanding at the close of business on the
date fixed for such determination” within the meaning of Section 405(a)
hereof.


 


(e)                                  (A)
In case a tender or exchange offer made by the Company or any Subsidiary for
all or any portion of the Common Stock (excluding any transactions solely
involving odd lots of shares of Common Stock) shall expire and such tender or
exchange offer (as amended upon the expiration thereof) shall require the
payment to stockholders of consideration per share of Common Stock having a
Fair Market Value (as determined by the Board of Directors, whose determination
shall be conclusive and 


 


21





















 


described in a resolution
of the Board of Directors) that as of the last time (the “Expiration Time”) tenders or exchanges may
be made pursuant to such tender or exchange offer (as it may be amended)
exceeds the Closing Sale Price on the Trading Day next succeeding the
Expiration Time, the Conversion Rate shall be increased so that the same shall
equal the rate determined by multiplying the Conversion Rate in effect
immediately prior to the Expiration Time by a fraction,


 


(i)                                     the
numerator of which shall be the sum of (x) the Fair Market Value
(determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of all shares validly tendered or exchanged
and not withdrawn as of the Expiration Time (the shares deemed so accepted up
to any such maximum, being referred to as the “Purchased Shares”) and (y) the product of the number of shares
of Common Stock outstanding (less any Purchased Shares) at the Expiration Time
and the Closing Sale Price on the Trading Day next succeeding the Expiration
Time, and


 


(ii)                                  the denominator of which shall be the number of shares of
Common Stock outstanding (including any tendered or exchanged shares (including
Purchased Shares)) at the Expiration Time multiplied by the Closing Sale Price
on the Trading Day next succeeding the Expiration Time,


 


such
adjustment to become effective immediately prior to the opening of business on
the day following the Expiration Time. 
If the Company is obligated to purchase shares pursuant to any such
tender or exchange offer, but the Company is permanently prevented by
applicable law from effecting any such purchases or all such purchases are
rescinded, the Conversion Rate shall again be adjusted to be the Conversion
Rate that would then be in effect if such tender or exchange offer had not been
made.


 


(B)                                In
case of a tender or exchange offer made by a Person other than the Company or
any Subsidiary for an amount that increases the offeror’s ownership of Common
Stock to more than 25% of the Common Stock outstanding and shall involve the
payment by such Person of consideration per share of Common Stock having a Fair
Market Value (as determined by the Board of Directors, whose determination
shall be conclusive, and described in a resolution of the Board of Directors)
that as of the last time (the “Offer
Expiration Time”) tenders or exchanges may be made pursuant to such
tender or exchange offer (as it shall have been amended) exceeds the Closing
Sale Price of a share of Common Stock on the Trading Day next succeeding the
Offer Expiration Time, and in which, as of the Offer Expiration Time, the Board
of Directors is not recommending rejection of the offer, the Conversion Rate
shall be increased so that the same shall equal the rate determined by
multiplying the Conversion Rate in effect immediately prior to the Offer
Expiration Time by a fraction,


 


(i)                                     the
numerator of which shall be the sum of (x) the Fair Market Value (determined as
aforesaid) of the aggregate consideration payable to the stockholders based on
the acceptance (up to any maximum specified in the terms of the tender or
exchange offer) of all shares validly tendered or exchanged and 


 


22





















 


not withdrawn as of the
Offer Expiration Time (the shares deemed so accepted, up to any such maximum,
being referred to as the “Accepted Purchased
Shares”) and (y) the product of the number of shares of Common Stock
outstanding (less any Accepted Purchased Shares) at the Offer Expiration Time
and the Closing Sale Price on the Trading Day next succeeding the Offer
Expiration Time, and


 


(ii)                                  the denominator of which shall be the number of shares of
Common Stock outstanding (including any tendered or exchanged shares (including
Accepted Purchased Shares)) at the Offer Expiration Time multiplied by the
Closing Sale Price on the Trading Day next succeeding the Offer Expiration
Time,


 


such
adjustment to become effective immediately prior to the opening of business on
the day following the Offer Expiration Time. If such Person is obligated to
purchase shares pursuant to any such tender or exchange offer, but such Person
is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such tender or
exchange offer had not been made. 
Notwithstanding the foregoing, the adjustment described in this Section 405(e)(B) shall not be made if, as of the Offer Expiration Time,
the offering documents with respect to such offer disclose a plan or intention
to cause the Company to engage in any transaction described in Article Eight
of the Base Indenture, as amended by this First Supplemental Indenture, or a
binding share exchange.


 


(f)                                    For
purposes of this Section 405, the following terms shall have the meaning
indicated:


 


(1)                                  “Average Market Price”, as of any date of
determination, shall mean the average of the daily Closing Sale Prices for the
ten consecutive Trading Days immediately preceding (A) in the case of a
determination pursuant to Section 405(b), the date such issuance or
distribution is publicly announced and (B) otherwise, the earlier of such date
of determination and the day before the “ex” date with respect to the issuance,
distribution, subdivision or combination requiring such computation immediately
prior to the date in question.  For
purpose of this paragraph, the term “ex” date, (1) when used with respect to
any issuance or distribution, means the first date on which the Common Stock
trades, regular way, on the relevant exchange or in the relevant market from
which the Closing Sale Price was obtained without the right to receive such
issuance or distribution, and (2) when used with respect to any subdivision or
combination of shares of Common Stock, means the first date on which the Common
Stock trades, regular way, on such exchange or in such market after the time at
which such subdivision or combination becomes effective.


 


If another issuance,
distribution, subdivision or combination to which Section 405 applies
occurs during the period applicable for calculating “Average Market Price”
pursuant to the definition in the preceding paragraph, “Average Market Price”
shall be calculated for such period in a manner determined by the


 


23





















 


Board of Directors to reflect the impact of such
issuance, distribution, subdivision or combination on the Closing Sale Price
during such period.


 


(2)                                  “Fair Market Value” shall mean the amount
that a willing buyer would pay a willing seller in an arm’s-length transaction.


 


(3)                                  “Applicable Record Date” shall mean, with
respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the
right to receive any cash, securities or other property or in which the Common
Stock (or other applicable security) is exchanged for or converted into any
combination of cash, securities or other property, the date fixed for
determination of stockholders entitled to receive such cash, securities or
other property (whether such date is fixed by the Board of Directors or by
statute, contract or otherwise).


 


(g)                                 The
Company may make such increases in the Conversion Rate, in addition to those
required by Section 405(a), (b), (c), (d) or (e), as the Board of
Directors considers to be advisable to avoid or diminish any income tax to any
holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any
event treated as such for income tax purposes.


 


To the extent permitted by applicable law, the Company
from time to time may increase the Conversion Rate by any amount for any period
of time if the period is at least twenty (20) days, the increase is irrevocable
during the period and the Board of Directors shall have made a determination
that such increase would be in the best interests of the Company, which
determination shall be conclusive. 
Whenever the Conversion Rate is increased pursuant to the preceding
sentence, the Company shall mail to holders of record of the Debentures a
notice of the increase at least fifteen (15) days prior to the date the
increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in effect.


 


(h)                                 No
adjustment in the Conversion Rate shall be required unless such adjustment
would require an increase or decrease of at least one percent (1%) in such
rate.  Any adjustments not made pursuant
to the preceding sentence shall be carried forward and taken into account in
any subsequent adjustment, and shall be made, regardless of whether the
aggregate amount of such cumulative adjustments exceeds one percent (1%) (i)
annually on the anniversary of the first date of issuance of the Debentures,
and otherwise (ii)(A) five Business Days prior to the maturity of the
Debentures, whether at stated maturity or otherwise, or (B) prior to the
Repurchase Date in connection with a Designated Event. No adjustment in the
Conversion Rate need be made if holders of Debentures are permitted to
participate in the transactions described above in subsections 405(a) through
405(g) that would otherwise require adjustment of the Conversion Rate.  All calculations under this Article Four
shall be made by the Company and shall be made to the nearest cent or to the
nearest one-ten thousandth (1/10,000) of a share, as the case may be.  No adjustment need be made for rights to
purchase Common Stock pursuant to a Company plan for reinvestment of dividends or


 


24





















 


interest or for any
issuance of Common Stock or convertible or exchangeable securities or rights to
purchase Common Stock or convertible or exchangeable securities.


 


(i)                                     Whenever
the Conversion Rate is adjusted as herein provided, the Company shall promptly
file with the Trustee and any Conversion Agent other than the Trustee an
Officers’ Certificate setting forth the Conversion Rate after such adjustment
and setting forth a brief statement of the facts requiring such
adjustment.  Unless and until a
Responsible Officer of the Trustee shall have received such Officers’
Certificate, the Trustee shall not be deemed to have knowledge of any
adjustment of the Conversion Rate and may assume that the last Conversion Rate
of which it has knowledge is still in effect. 
Promptly after delivery of such certificate, the Company shall prepare a
notice of such adjustment of the Conversion Rate setting forth the adjusted
Conversion Rate and the date on which each adjustment becomes effective and
shall mail such notice of such adjustment of the Conversion Rate to the holder
of each Debenture at his last address appearing on the Security Register
provided for in Section 305 of the Base Indenture, within twenty (20) days
after execution thereof.  Failure to deliver
such notice shall not affect the legality or validity of any such adjustment.


 


(j)                                     In
any case in which this Section 405 provides that an adjustment shall
become effective immediately after (1) a record date or Applicable Record Date
for an event (including without limitation, any event described in Section 405(d)),
(2) the date fixed for the determination of stockholders entitled to receive a
dividend or distribution pursuant to Section 405(a), (3) a date fixed for
the determination of stockholders entitled to receive rights or warrants
pursuant to Section 405(b), or (4) the Expiration Time for any tender or
exchange offer pursuant to Section 405(e) (each a “Determination Date”), the Company may elect
to defer until the occurrence of the applicable Adjustment Event (as
hereinafter defined) (x) issuing to the holder of any Debenture converted after
such Determination Date and before the occurrence of such Adjustment Event, the
additional shares of Common Stock or other securities issuable upon such conversion
by reason of the adjustment required by such Adjustment Event over and above
the Common Stock issuable upon such conversion before giving effect to such
adjustment and (y) paying to such holder any amount in cash in lieu of any
fraction pursuant to Section 403 hereof. 
For purposes of this Section 405(j), the term “Adjustment Event” shall mean:


 


(i)                                                 in
any case referred to in clause (1) hereof, the occurrence of such event,


 


(ii)                                              in
any case referred to in clause (2) hereof, the date any such dividend or
distribution is paid or made,


 


(iii)                                           in
any case referred to in clause (3) hereof, the date of expiration of such
rights or warrants, and


 


(iv)                                          in
any case referred to in clause (4) hereof, the date a sale or exchange of
Common Stock pursuant to such tender or exchange offer is consummated and
becomes irrevocable.


 


25





















 


(k)                                  For
purposes of this Section 405, the number of shares of Common Stock at any
time outstanding shall not include shares held in the treasury of the Company
but shall include shares issuable in respect of scrip certificates issued in
lieu of fractions of shares of Common Stock. 
The Company will not pay any dividend or make any distribution on shares
of Common Stock held in the treasury of the Company.


 


Section 406.           Effect of Reclassification,
Consolidation, Merger or Sale.


 


If any of the
following events occur, namely (i) any reclassification or change of the
outstanding shares of Common Stock (other than a subdivision or combination to
which Section 405(c) applies), (ii) any consolidation, merger or
combination of the Company with another Person as a result of which holders of
Common Stock shall be entitled to receive stock, other securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, (iii) the Company is a party to a binding share exchange, or (iv)
any sale or conveyance of all or substantially all of the properties and assets
of the Company to any other Person as a result of which holders of Common Stock
shall be entitled to receive stock, other securities or other property or
assets (including cash) with respect to or in exchange for such Common Stock,
then the Company or the successor or purchasing Person, as the case may be, shall
execute with the Trustee a supplemental indenture providing that each Debenture
shall be convertible into the kind and amount of shares of stock, other
securities or other property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, binding share
exchange, sale or conveyance by a holder of a number of shares of Common Stock
issuable upon conversion of such Debentures (assuming, for such purposes, a
sufficient number of authorized shares of Common Stock are available to convert
all such Debentures) immediately prior to such reclassification, change,
consolidation, merger, combination, binding share exchange, sale or conveyance
assuming such holder of Common Stock did not exercise his rights of election,
if any, as to the kind or amount of stock, other securities or other property
or assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, binding share exchange, sale or conveyance
(provided that, if the kind or amount of
stock, other securities or other property or assets (including cash) receivable
upon such reclassification, change, consolidation, merger, combination, binding
share exchange, sale or conveyance is not the same for each share of Common Stock
in respect of which such rights of election shall not have been exercised (“nonelecting share”), then for the purposes of this Section 406
the kind and amount of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, binding share exchange, sale or conveyance for each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares).  Such supplemental indenture shall provide for
adjustments, which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article Four.


 


The Company shall
cause notice of the execution of such supplemental indenture to be mailed to
each holder of Debentures, at its address appearing on the Security Register
for the Debentures, within twenty (20) days after execution thereof.  Failure to deliver such notice shall not
affect the legality or validity of such supplemental indenture.


 


26





















 


The above
provisions of this Section shall similarly apply to successive
reclassifications, changes, consolidations, mergers, combinations, exchanges,
sales and conveyances.


 


Interest will not
accrue on any cash into which the Debentures are convertible.


 


If this Section 406
applies to any event or occurrence, Section 405 hereof shall not apply to
such event or occurrence.


 


Notwithstanding
anything set forth in this Section 406 to the contrary, in the event that
(i) the reclassification, change, consolidation, merger, combination, exchange,
sale or conveyance contemplated by this Section 406 constitutes a Public
Acquirer Change of Control and (ii) the Company makes the election described in
Section 414(a) hereof, then the Conversion Rate and the related Conversion
Obligation shall be adjusted in accordance with the provisions of Section 414
hereof and not this Section 406.


 


Section 407.           Taxes on Shares Issued.


 


The issue of stock
certificates on conversions of Debentures shall be made without charge to the
converting Debentureholder for any documentary, stamp or similar issue or
transfer tax in respect of the issue thereof. 
The Company shall not, however, be required to pay any such tax which
may be payable in respect of any transfer involved in the issue and delivery of
stock in any name other than that of the holder of any Debenture converted, and
the Company shall not be required to issue or deliver any such stock
certificate unless and until the Person or Persons requesting the issue thereof
shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid.


 


Section 408.           Reservation of Shares; Shares to
be Fully Paid; Compliance with Governmental Requirements; Listing of Common
Stock.


 


The Company shall
provide, free from preemptive rights, out of its authorized but unissued shares
or shares held in treasury, sufficient shares of Common Stock to provide for
the conversion of the Debentures from time to time as such Debentures are
presented for conversion.


 


Before taking any
action which would cause an adjustment increasing the Conversion Rate to an
amount that would cause the Conversion Price to be reduced below the then par
value, if any, of the shares of Common Stock issuable upon conversion of the
Debentures, the Company will take all corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and
legally issue shares of such Common Stock at such adjusted Conversion Rate.


 


The Company
covenants that all shares of Common Stock which may be issued upon conversion
of Debentures will upon issue be fully paid and non-assessable by the Company
and free from all taxes, liens and charges with respect to the issue by the
Company thereof.


 


The Company
covenants that, if any shares of Common Stock to be provided for the purpose of
conversion of Debentures hereunder require registration with or approval of any
governmental authority under any federal or state law before such shares may be
validly issued


 


27





















 


upon conversion,
the Company will in good faith and as expeditiously as possible, to the extent
then permitted by the rules and interpretations of the Commission (or any
successor thereto), endeavor to secure such registration or approval, as the
case may be.


 


The Company
further covenants that, if at any time the Common Stock shall be listed on the
Nasdaq National Market or any other national securities exchange or automated
quotation system, the Company will, if permitted by the rules of such exchange
or automated quotation system, list and keep listed, so long as the Common
Stock shall be so listed on such exchange or automated quotation system, all
Common Stock issuable upon conversion of the Debenture; provided that if the rules of such
exchange or automated quotation system permit the Company to defer the listing
of such Common Stock until the first conversion of the Debentures into Common
Stock in accordance with the provisions of this Indenture, the Company
covenants to list such Common Stock issuable upon conversion of the Debentures
in accordance with the requirements of such exchange or automated quotation
system at such time.


 


Section 409.           Responsibility of Trustee.


 


The Trustee and
any other Conversion Agent shall not at any time be under any duty or
responsibility to any holder of Debentures to make any calculations under this Article Four,
including any calculation made to determine the Conversion Rate or whether any
facts exist which may require any adjustment of the Conversion Rate, or with
respect to the nature or extent or calculation of any such adjustment when
made, or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same.  The Trustee and any other Conversion Agent
shall not be accountable with respect to the validity or value (or the kind or
amount) of any shares of Common Stock, or of any securities or property, which
may at any time be issued or delivered upon the conversion of any Debenture;
and the Trustee and any other Conversion Agent make no representations with
respect thereto.  Neither the Trustee nor
any Conversion Agent shall be responsible for any failure of the Company to
issue, transfer or deliver any shares of Common Stock or stock certificates or
other securities or property or cash upon the surrender of any Debenture for
the purpose of conversion or to comply with any of the duties, responsibilities
or covenants of the Company contained in this Article Four.  Without limiting the generality of the
foregoing, neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any supplemental
indenture entered into pursuant to Section 406 hereof relating either to
the kind or amount of shares of stock or securities or property (including
cash) receivable by Debentureholders upon the conversion of their Debentures
after any event referred to in such Section 406 or to any adjustment to be
made with respect thereto, but, may accept as conclusive evidence of the
correctness of any such provisions, and shall be protected in relying upon, the
Officers’ Certificate (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect
thereto.


 


Section 410.           Notice to Holders Prior to
Certain Actions.  In case:


 


(a)                                  the
Company shall declare a dividend (or any other distribution) on its Common
Stock that would require an adjustment in the Conversion Rate pursuant to Section 405
; or


 


28





















 


(b)                                 the
Company shall authorize the granting to the holders of all or substantially all
of its Common Stock of rights or warrants to subscribe for or purchase any
share of any class or any other rights or warrants; or


 


(c)                                  of
any reclassification or reorganization of the Common Stock of the Company
(other than a subdivision or combination of its outstanding Common Stock, or a
change in par value, or from par value to no par value, or from no par value to
par value), or of any consolidation or merger to which the Company is a party
and for which approval of any stockholders of the Company is required, or of
the sale or transfer of all or substantially all of the assets of the Company;
or


 


(d)                                 of
the voluntary or involuntary dissolution, liquidation or winding up of the
Company;


 


the Company shall cause
to be filed with the Trustee and to be mailed to each holder of Debentures at
his address appearing on the Security Register, as promptly as possible but in
any event at least ten (10) days prior to the applicable date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution or rights or warrants, or, if a
record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution or rights are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective or occur, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding
up.  Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend,
distribution, authorization, grant, reclassification, reorganization,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.


 


Section 411.           Rights Issued in Respect of
Common Stock Issued Upon Conversion.


 


Each share of
Common Stock issued upon conversion of Debentures pursuant to this Article Four
shall be entitled to receive the appropriate number of common stock or
preferred stock purchase rights, as the case may be (the “Rights”),
if any, that shares of Common Stock are entitled to receive and the
certificates representing the Common Stock issued upon such conversion shall
bear such legends, if any, in each case as may be provided by the terms of any
shareholder rights agreement adopted by the Company, as the same may be amended
from time to time (in each case, a “Rights Agreement”).
Provided that such Rights Agreement requires that each share of Common Stock
issued upon conversion of Debentures at any time prior to the distribution of
separate certificates representing the Rights be entitled to receive such
Rights, then, notwithstanding anything else to the contrary in this Article Four
there shall not be any adjustment to the conversion privilege or Conversion
Rate as a result of the issuance of Rights, but an adjustment to the Conversion
Rate shall be made with respect to Debentures then outstanding pursuant to Section 405(d)
hereof (to the extent required thereby) upon the separation of the Rights from
the Common Stock.


 


29





















 


Section 412.           Option to Satisfy Conversion
Obligation with Cash, Common Stock or Combination Thereof.


 


(a)                                  Except
to the extent that the Company has irrevocably elected Net Share Settlement
upon conversion of the Debentures pursuant to Section 412(b), in lieu of
delivery of shares of Common Stock in satisfaction of the Company’s obligation
upon conversion of the Debentures (the “Conversion
Obligation”), the Company may elect to deliver cash or a combination
of cash and shares of Common Stock in accordance with the provisions of the
Indenture.  Except to the extent that the
Company has irrevocably elected Net Share Settlement upon conversion of the
Debentures pursuant to Section 412(b), the Company shall notify the holder
or holders, as the case may be, through the Trustee of the method the Company
chooses to satisfy its Conversion Obligation as follows:  (i) in the Company’s notice of redemption, if
the Company has called the Debentures for redemption; (ii) twenty-six Trading
Days immediately preceding the Final Maturity Date, in respect of Debentures to
be converted during the period beginning twenty-five Trading Days immediately
preceding the Final Maturity Date and ending one Trading Day immediately
preceding the Maturity Date; and (iii) no later than two Trading Days
immediately following the Conversion Date in all other cases (such period, the “Settlement Notice Period”).  Except to the extent that the Company has
irrevocably elected Net Share Settlement upon conversion of the Debentures
pursuant to Section 412(b), if the Company fails to give the notice
described in the preceding sentence within the prescribed time periods, then
the Company shall satisfy its Conversion Obligation only in shares of Common
Stock (and cash in lieu of fractional shares). 
If the Company elects to satisfy any portion of its Conversion
Obligation in cash, the Company shall specify in such notice the amount to be
satisfied in cash as a percentage of the Conversion Obligation or a fixed
dollar amount.  The Company shall treat
all holders converting on the same Trading Day in the same manner.  The Company shall not have any obligation to
satisfy its Conversion Obligations arising on different Trading Days in the
same manner.


 


If the Company
elects to satisfy any portion of the Conversion Obligation in cash (other than
cash in lieu of fractional shares), a holder may retract its Conversion Notice
at any time during the two Trading-Day period beginning on the Trading Day
after the date the Company gives notice of its chosen method of settlement (the
“Conversion Retraction Period”); provided, that no such retraction can be
made (and a holder’s Conversion Notice shall be irrevocable) (x) if the holder
delivers its Conversion Notice during the period beginning on the date the
Company issues a notice of redemption and ending on the related Redemption
Date; (y) if the holder delivers the Conversion Notice during the period
beginning twenty-five Trading Days immediately preceding the Final Maturity
Date and ending one Trading Day immediately preceding the Final Maturity Date;
or (z) if the Company has irrevocably elected Net Share Settlement pursuant to Section 412(b)
before such holder delivers its Conversion Notice. No retraction can be made
and a holder’s Conversion Notice shall be irrevocable if the Company does not
elect to deliver cash in lieu of shares of Common Stock.


 


With respect to
each holder that exercises its conversion right in accordance with this
Indenture, if such holder’s Conversion Notice has not been retracted as
provided herein, assuming all of the other requirements for conversion have
been satisfied by such holder, then settlement (a) in shares of Common Stock
only shall occur as soon as practicable after the Company notifies the holder
or holders that settlement shall be in Common Stock only, and (b)


 


30





















 


in cash or in a
combination of cash and shares of Common Stock shall occur on the second
Trading Day following the final Trading Day of the Cash Settlement Averaging
Period.


 


Settlement amounts
will be computed as follows:


 


(i)                                     if
the Company elects to satisfy the entire Conversion Obligation in Common Stock,
the Company will deliver to such holder a number of shares of Common Stock
equal to (1) the aggregate principal amount of the Debentures to be converted
divided by 1,000 and multiplied by (2) the Conversion Rate in effect on the
Conversion Date (plus cash in lieu of any fractional shares, calculated as
provided in Section 403);


 


(ii)                                  if
the Company elects to satisfy the entire Conversion Obligation in cash, the
Company will deliver to such holder, for each $1,000 principal amount of
Debentures being converted, cash in an amount equal to the Conversion Value.


 


(iii)                               if
the Company elects to satisfy the Conversion Obligation in a combination of
cash (the “Cash Amount”) (excluding any cash
paid in lieu of any fractional shares) and Common Stock, the Company will
deliver to such holder:


 


(1)                                  a
Cash Amount per $1,000 principal amount of Debentures being converted equal to
either (i) the fixed dollar amount specified in the Company’s notice regarding
its chosen method of settlement (the “Specified
Dollar Amount”) in the case where such notice has  specified a fixed dollar amount or (y) the
percentage of the Conversion Obligation specified in the notice regarding the
Company’s chosen method of settlement (the “Specified
Percentage”), in the case where such notice has specified such a
percentage, multiplied by the amount of cash that would be paid pursuant to the
clause (ii) above of this paragraph; and


 


(2)                                  a
number of whole shares of Common Stock per $1,000 principal amount of
Debentures being converted equal to the sum of the Daily Share Amounts for each
of the Trading Days in the Cash Settlement Averaging Period (plus cash in lieu
of fractional shares calculated as provided in Section 403).


 


(b)                                 Net
Share Settlement.  Notwithstanding
anything to the contrary in the Indenture, at any time on or prior to the
twenty-sixth Trading Day preceding the Final Maturity Date, the Company may
irrevocably elect, in its sole discretion without the consent of the holders of
the Debentures, by written notice to the Trustee and the holders of the
Debentures, to satisfy its Conversion Obligation with respect to the principal
amount of Debentures to be converted after the date of such election, with a
combination of cash and, if applicable, shares of Common Stock.  For each $1,000 principal amount of
Debentures to be converted, the settlement amount to be made pursuant to this Section 412(b)
shall be computed as follows:


 


(i)                                     where
the Conversion Value related to such Debentures is less than or equal to
$1,000, the settlement amount shall be a Cash Amount equal to such Conversion
Value, or


 


31





















 


(ii)                                  where
the Conversion Value is greater than $1,000, the settlement amount shall be
computed as if the Company had elected to settle its Conversion Obligation with
a combination of cash and shares of Common Stock with a Specified Dollar Amount
as described in clause (iii) of the fourth paragraph of Section 412(a)
where, in such instance, the Specified Dollar Amount shall be equal to $1,000.


 


Section 413.           Additional Shares.


 


(a)                                  Subject
to the provisions hereof, including without limitation Section 414 hereof,
if a holder elects to convert its Debentures following the occurrence of a
Designated Event that is also a Fundamental Change that occurs prior to March 20,
2010, the Company will issue, in addition to cash and/or shares of Common Stock
upon conversion of such Debentures, an additional number of shares of Common
Stock (the “Additional Shares”) as set forth
below.  The number of Additional Shares
shall be determined by reference to the table in Section 413(b) below,
based on the date on which the Fundamental Change becomes effective (the “Effective Date”) and the average of the Closing Sale Price
of the Common Stock on the five Trading Days prior to but not including the
Effective Date (the “Stock Price”).


 


(b)                                 The
Stock Prices set forth in the first row of the table in Section 413(b)
below will be adjusted as of any date on which the Conversion Rate is adjusted
pursuant to Section 405(a) through (e). 
On such date, the Stock Prices shall be adjusted by multiplying:


 


(i)                                     the
Stock Prices applicable immediately prior to such adjustment, by


 


(ii)                                  a
fraction, of which


 


(A)                              the
numerator shall be the Conversion Rate immediately prior to the adjustment
giving rise to the Stock Price adjustment, and


 


(B)                                the
denominator of which is the Conversion Rate so adjusted.


 


The number of Additional Shares will be adjusted in the same manner and
for the same events as the Conversion Rate is adjusted as set forth in Section 405
hereof.  The following table sets forth
the Stock Price and number of Additional Shares issuable per $1,000 principal
amount of Debentures:


 


32





















 


	
   

  	
   

  	
  Stock Price

  	
   

  
	
  Effective Date

  	
   

  	
  18.00

  	
   

  	
  19.00

  	
   

  	
  20.00

  	
   

  	
  22.50

  	
   

  	
  25.00

  	
   

  	
  27.50

  	
   

  	
  30.00

  	
   

  	
  35.00

  	
   

  	
  40.00

  	
   

  	
  45.00

  	
   

  	
  50.00

  	
   

  	
  60.00

  	
   

  	
  75.00

  	
   

  	
  100.00

  	
   

  	
  125.00

  	
   

  
	
  March 16, 2005

  	
   

  	
  16.5691

  	
   

  	
  15.0016

  	
   

  	
  13.6338

  	
   

  	
  10.8907

  	
   

  	
  8.8549

  	
   

  	
  7.3061

  	
   

  	
  6.1034

  	
   

  	
  4.3879

  	
   

  	
  3.2541

  	
   

  	
  2.4693

  	
   

  	
  1.9052

  	
   

  	
  1.1717

  	
   

  	
  0.5845

  	
   

  	
  0.1696

  	
   

  	
  0.0289

  	
   

  
	
  March 20, 2006

  	
   

  	
  16.1714

  	
   

  	
  14.5418

  	
   

  	
  13.1266

  	
   

  	
  10.3125

  	
   

  	
  8.2520

  	
   

  	
  6.7067

  	
   

  	
  5.5240

  	
   

  	
  3.8715

  	
   

  	
  2.8099

  	
   

  	
  2.0930

  	
   

  	
  1.5889

  	
   

  	
  0.9500

  	
   

  	
  0.4550

  	
   

  	
  0.1186

  	
   

  	
  0.0135

  	
   

  
	
  March 20, 2007

  	
   

  	
  15.9058

  	
   

  	
  14.1681

  	
   

  	
  12.6671

  	
   

  	
  9.7142

  	
   

  	
  7.5907

  	
   

  	
  6.0297

  	
   

  	
  4.8603

  	
   

  	
  3.2775

  	
   

  	
  2.3029

  	
   

  	
  1.6705

  	
   

  	
  1.2409

  	
   

  	
  0.7169

  	
   

  	
  0.3281

  	
   

  	
  0.0744

  	
   

  	
  0.0037

  	
   

  
	
  March 20, 2008

  	
   

  	
  15.6436

  	
   

  	
  13.7327

  	
   

  	
  12.0930

  	
   

  	
  8.9126

  	
   

  	
  6.6855

  	
   

  	
  5.1002

  	
   

  	
  3.9546

  	
   

  	
  2.4877

  	
   

  	
  1.6535

  	
   

  	
  1.1506

  	
   

  	
  0.8297

  	
   

  	
  0.4622

  	
   

  	
  0.2030

  	
   

  	
  0.0377

  	
   

  	
  0.0000

  	
   

  
	
  March 20, 2009

  	
   

  	
  15.4299

  	
   

  	
  13.1995

  	
   

  	
  11.2951

  	
   

  	
  7.6739

  	
   

  	
  5.2527

  	
   

  	
  3.6389

  	
   

  	
  2.5640

  	
   

  	
  1.3615

  	
   

  	
  0.8045

  	
   

  	
  0.5272

  	
   

  	
  0.3736

  	
   

  	
  0.2124

  	
   

  	
  0.0945

  	
   

  	
  0.0121

  	
   

  	
  0.0000

  	
   

  
	
  March 20, 2010

  	
   

  	
  16.5691

  	
   

  	
  13.6452

  	
   

  	
  11.0136

  	
   

  	
  5.4580

  	
   

  	
  1.0136

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  



 


(iii)                               If the exact Stock Price
and Effective Date are not set forth on the table above and the Stock Price is:


 


(A)                              between
two Stock Prices on the table or the Effective Date is between two Effective
Dates on the table, the number of Additional Shares will be determined by a
straight-line interpolation between the number of Additional Shares set forth
for the higher and lower Stock Price amounts and the two Effective Dates, as
applicable, based on a 365/366-day year;


 


(B)                                equal
to or in excess of $125.00 per share (subject to adjustment), no Additional
Shares will be issued upon conversion; or


 


(C)                                less
than $18.00 per share (subject to adjustment), no Additional Shares will be
issued upon conversion.


 


Notwithstanding the foregoing, in no event shall the
total number of shares of Common Stock issuable upon conversion (after giving
effect to any adjustments made under this Section 413 or any adjustment to
the Conversion Rate by the Company pursuant to Section 405(g)) hereof
exceed 55.5555 per $1,000 of principal amount of Debentures, subject to
adjustment in the same manner and for the same events as the Conversion Rate
may be adjusted as set forth in Section 405 hereof.


 


Section 414.           Public Acquirer Change of
Control.


 


(a)                                  Notwithstanding
the foregoing, and in lieu of issuing Additional Shares as set forth in Section 413
hereof, in the case of a Public Acquirer Change of Control, the Company may
elect to adjust the Conversion Rate and its Conversion Obligation such that,
from and after the Effective Date of such Public Acquirer Change of Control,
the right to convert a Debenture will be changed into a right to convert a
Debenture into a number of shares of Public Acquirer Common Stock as specified
below.  In the event the Company makes
such an election, the Conversion Rate on and following the Effective Date of
such Public Acquirer Change of Control shall be a number of shares of Public
Acquirer Common Stock equal to the product of:


 


(i)                                     the
Conversion Rate in effect immediately prior to the Effective Date of such
Public Acquirer Change of Control, multiplied by


 


33





















 


(ii)                                  the
average of the quotients obtained, for each Trading Day in the 10 consecutive
Trading Day period ending on the Trading Day immediately preceding the
Effective Date of such Public Acquirer Change of Control (the “Valuation Period”), of:


 


(A)                              the
Acquisition Value of the Common Stock on each such Trading Day in the Valuation
Period, divided by


 


(B)                                the
Last Reported Sale Price of the Public Acquirer Common Stock on each such
Trading Day in the Valuation Period.


 


(b)                                 Within
10 Trading Days prior to but not including the expected Effective Date of a
Public Acquirer Change of Control, the Company will provide a notice (a “Public Acquisition Notice”) to all holders,
the Trustee and any Conversion Agent describing the anticipated Public Acquirer
Change of Control and stating whether the Company will:


 


(i)                                     elect
to adjust the Conversion Rate and related Conversion Obligation as described in
this Section 414, in which case the holders will have the right to require
the Company to repurchase their Debentures as described in Section 505
hereof, but will not have the right to receive the Additional Shares described
in Section 413 hereof; or


 


(ii)                                  not
elect to adjust the Conversion Rate and related Conversion Obligation as
described in this Section 414, in which case the holders will have the
right (if applicable) to require the Company to repurchase their Debentures as
described in Section 505 hereof and the right (if applicable) to receive
the Additional Shares as described in Section 413 hereof, in each case in
accordance with the respective provisions of those Sections.


 


ARTICLE FIVE


 


REDEMPTION AND REPURCHASE OF
NOTES


 


Section 501.           Redemption of Debentures at the
Option of the Company.


 


Except as
otherwise provided in Section 505 hereof, the Company may not redeem any
Debentures prior to March 20, 2010. 
At any time on or after March 20, 2010, the Debentures may be
redeemed at the option of the Company (an “Optional Redemption”),
in whole or in part, upon notice as set forth in Section 502 hereof, at a
Redemption Price equal to 100% of the principal amount of the Debentures to be
redeemed, together with accrued and unpaid interest, if any, to, but excluding
the Redemption Date; provided that
if the Redemption Date is on an Interest Payment Date, then the interest
payable on such date shall be paid to the holder of record on the preceding
Regular Record Date.


 


Section 502.           Notice of Optional Redemption;
Selection of Debentures.


 


In case the
Company shall desire to exercise the right to redeem all or, as the case may
be, any part of the Debentures pursuant to Section 501 hereof, it shall
fix a date for redemption (each, a “Redemption
Date”) and it or, at its written request received by the Trustee


 


34





















 


not fewer than
forty-five (45) days prior (or such shorter period of time as may be acceptable
to the Trustee) to the Redemption Date, the Trustee in the name of and at the
expense of the Company, shall mail or cause to be mailed a notice of such
redemption not fewer than thirty (30) nor more than sixty (60) days prior to
the Redemption Date to each holder of Debentures so to be redeemed as a whole
or in part at its last address as the same appears on the Security register; provided that if the Company shall give such notice, it
shall also give written notice of the Redemption Date to the Trustee.  Such mailing shall be by first class
mail.  The notice, if mailed in the
manner herein provided, shall be conclusively presumed to have been duly given,
whether or not the holder receives such notice. 
In any case, failure to give such notice by mail or any defect in the
notice to the holder of any Debenture designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of
any other Debenture.  Concurrently with
the mailing of any such notice of redemption, the Company shall issue a press
release announcing such redemption, the form and content of which press release
shall be determined by the Company in its sole discretion.  The failure to issue any such press release
or any defect therein shall not affect the validity of the redemption notice or
any of the proceedings for the redemption of any Debenture called for
redemption.


 


Each such notice
of redemption shall specify: (i) the aggregate principal amount of Debentures
to be redeemed, (ii) the CUSIP number or numbers of the Debentures being
redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the
Redemption Price at which Debentures are to be redeemed, (v) the place or
places of payment and that payment will be made upon presentation and surrender
of such Debentures, (vi) that interest accrued and unpaid to, but excluding,
the Redemption Date will be paid as specified in said notice, and that on and after
said date interest thereon or on the portion thereof to be redeemed will cease
to accrue, (vii) that the holder has a right to convert the Debentures called
for redemption, (viii) the Conversion Rate on the date of such notice, (ix)
whether the Company has elected to pay upon such conversion cash or a
combination of cash and shares of Common Stock in lieu of delivery of shares of
Common Stock only with respect to any conversions made prior to the Redemption
Date and, if so, the portion of the Conversion Obligation to be so paid in cash
(specified as a Specified Percentage or a Specified Dollar Amount) and the date
on which the Cash Settlement Averaging Period will begin for any conversions
made during the period beginning on the date the notice of redemption is issued
and the Trading Day immediately preceding the Redemption Date, (x) the method
of calculating the number of shares and/or the amount of cash to be delivered
to the holder upon conversion pursuant to Article 5 of this First
Supplemental Indenture with respect to any conversions made prior to the
Redemption Date and (xi) that the Company will pay cash for fractional
interests in shares of Common Stock, if any, as provided in this First
Supplemental Indenture with respect to any conversions made prior to the
Redemption Date.  If fewer than all the
Debentures are to be redeemed, the notice of redemption shall identify the
Debentures to be redeemed (including CUSIP numbers, if any). In case any
Debenture is to be redeemed in part only, the notice of redemption shall state
the portion of the principal amount thereof to be redeemed and shall state
that, on and after the Redemption Date, upon surrender of such Debenture, a new
Debenture or Debentures in principal amount equal to the unredeemed portion thereof
will be issued.


 


On or prior to the
Redemption Date specified in the notice of redemption given as provided in this
Section 502, the Company will deposit with the Trustee or with one or more
Paying Agents (or, if the Company is acting as the Paying Agent, set aside,
segregate and hold in


 


35





















 


trust as provided
in Section 1003 of the Base Indenture) an amount of money in immediately
available funds sufficient to redeem on the Redemption Date all the Debentures
(or portions thereof) so called for redemption (other than those theretofore
surrendered for conversion into Common Stock) at the Redemption Price, together
with accrued interest to, but excluding, the Redemption Date; provided that if such payment is made on
the Redemption Date it must be received by the Trustee or Paying Agent, as the
case may be, by 10:00 a.m. New York City time on such date.  The Company shall be entitled to retain any
interest, yield or gain on amounts deposited with the Trustee or any Paying
Agent pursuant to this Section 502 in excess of amounts required hereunder
to pay the Redemption Price and accrued interest to, but excluding, the
Redemption Date.  If any Debenture called
for redemption is converted pursuant hereto prior to such Redemption Date, any
money deposited with the Trustee or any Paying Agent or so segregated and held
in trust for the redemption of such Debenture and accrued interest thereon to,
but excluding, the Redemption Date shall be paid to the Company upon its
written request, or, if then held by the Company, shall be discharged from such
trust.  Whenever any Debentures are to be
redeemed pursuant to Section 501 hereof, the Company will give the Trustee
written notice in the form of an Officers’ Certificate not fewer than
forty-five (45) days (or such shorter period of time as may be acceptable to
the Trustee) prior to the Redemption Date as to the aggregate principal amount
of Debentures to be redeemed.


 


If less than all
of the outstanding Debentures are to be redeemed, the Trustee shall select the
Debentures or portions thereof of the Global Debenture or the Debentures in
certificated form to be redeemed (in principal amounts of $1,000 or multiples
thereof) by lot, on a pro rata basis or by another method the Trustee deems
fair and appropriate.  If any Debenture
selected for partial redemption is submitted for conversion in part after such
selection, the portion of such Debenture submitted for conversion shall be
deemed (so far as may be possible) to be the portion to be selected for
redemption.  The Debentures (or portions
thereof) so selected shall be deemed duly selected for redemption for all
purposes hereof, notwithstanding that any such Debenture is submitted for conversion
in part before the mailing of the notice of redemption.


 


Upon any
redemption of less than all of the outstanding Debentures, the Company and the
Trustee may (but need not), solely for purposes of determining the pro rata
allocation among such Debentures as are unconverted and outstanding at the time
of redemption, treat as Outstanding any Debentures surrendered for conversion
during the period of fifteen (15) days next preceding the mailing of a notice
of redemption and may (but need not) treat as Outstanding any Debenture
authenticated and delivered during such period in exchange for the unconverted
portion of any Debenture converted in part during such period.


 


Section 503.           Payment of Debentures Called for
Redemption by the Company.


 


If notice of
redemption has been given as provided in Section 502, the Debentures or
portion of Debentures with respect to which such notice has been given shall,
unless converted into Common Stock pursuant to the terms hereof, become due and
payable on the Redemption Date and at the place or places stated in such notice
at the applicable redemption price, together with interest accrued to (but
excluding) the Redemption Date, and on and after said date (unless the Company
shall default in the payment of such Debentures at the Redemption Price,
together with interest accrued to said date) interest on the Debentures or
portion of Debentures so called


 


36





















 


for redemption
shall cease to accrue and, except as provided in Sections 605 and 1003 of the
Base Indenture, to be entitled to any benefit or security under the Indenture,
and the holders thereof shall have no right in respect of such Debentures
except the right to receive the Redemption Price thereof and accrued interest
to, but excluding, the Redemption Date. On presentation and surrender of such
Debentures at a place of payment in said notice specified, the said Debentures
or the specified portions thereof shall be paid and redeemed by the Company at
the applicable Redemption Price, together with interest accrued thereon to, but
excluding, the Redemption Date; provided that
if the Redemption Date is an Interest Payment Date, the interest payable on
such Interest Payment Date shall be payable to the holders of record of such
Debentures on the applicable Regular Record Date instead of the holders
surrendering such Debentures for redemption on such date.


 


Upon presentation
of any Debenture redeemed in part only, the Company shall execute and the
Trustee shall authenticate and make available for delivery to the holder thereof,
at the expense of the Company, a new Debenture or Debentures, of authorized
denominations, in principal amount equal to the unredeemed portion of the
Debentures so presented.


 


Notwithstanding
the foregoing, the Trustee shall not redeem any Debentures or mail any notice
of redemption during the continuance of a default in payment of interest on the
Debentures or if the principal amount of the Debentures has been accelerated,
and such acceleration has not been rescinded, on or prior to such Redemption
Date.  If any Debenture called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal shall, until paid or duly provided for, bear interest from the
Redemption Date at a rate equal to 1% per annum plus the rate borne by the
Debenture (without duplication of the 1% increase provided for under Section 502
of the Base Indenture, as amended by Section 302 hereof) and such
Debenture shall remain convertible into Common Stock until the principal and
interest shall have been paid or duly provided for.


 


Section 504.           Conversion Arrangement on Call
for Redemption.


 


In connection with
any redemption of Debentures, the Company may arrange for the purchase and
conversion of any Debentures by an agreement with one or more investment banks
or other purchasers to purchase such Debentures by paying to the Trustee in
trust for the Debentureholders, on or before the Redemption Date, an amount not
less than the Redemption Price, together with interest accrued to, but
excluding, the Redemption Date of such Debentures.  Notwithstanding anything to the contrary
contained in this Article Five, the obligation of the Company to pay the
Redemption Price of such Debentures, together with interest accrued to, but
excluding, the Redemption Date, shall be deemed to be satisfied and discharged
to the extent such amount is so paid by such purchasers.  If such an agreement is entered into, a copy
of which will be filed with the Trustee prior to the Redemption Date, any Debentures
not duly surrendered for conversion by the holders thereof may, at the option
of the Company, be deemed, to the fullest extent permitted by law, acquired by
such purchasers from such holders and (notwithstanding anything to the contrary
contained in Article Four) surrendered by such purchasers for conversion,
all as of immediately prior to the close of business on the Redemption Date
(and the right to convert any such Debentures shall be extended through such
time), subject to payment of the above amount as aforesaid.  At the direction of the Company, the Trustee
shall hold and dispose of any such amount paid to it in the same manner as it
would monies deposited


 


37





















 


with it by the
Company for the redemption of Debentures. 
Without the Trustee’s prior written consent, no arrangement between the
Company and such purchasers for the purchase and conversion of any Debentures
shall increase or otherwise affect any of the powers, duties, responsibilities
or obligations of the Trustee as set forth in the Indenture.


 


Section 505.           Repurchase at Option of Holders
Upon a Designated Event.


 


(a)                                  If
there shall occur a Designated Event at any time prior to maturity of the
Debentures, then each Debentureholder shall have the right, at such holder’s
option, to require the Company to repurchase all of such holder’s Debentures
for cash, or any portion thereof that is a multiple of $1,000 principal amount,
on the date (the “Designated Event
Repurchase Date”) that is not fewer than thirty (30) nor more than
sixty (60) days after the date of the Designated Event Notice (as defined in Section 505(b))
of such Designated Event at a purchase price equal to 100% of the principal
amount thereof, together with accrued interest to, but excluding, the
Designated Event Repurchase Date; provided that
if such Designated Event Repurchase Date falls after a Regular Record Date and
on or prior to an Interest Payment Date, then the interest payable on such
Interest Payment Date shall be paid to the holders of record of the Debentures
on the Regular Record Date instead of the holders surrendering the Debentures
for repurchase on such date.


 


Upon presentation
of any Debenture repurchased in part only, the Company shall execute and, upon
the Company’s written direction to the Trustee, the Trustee shall authenticate
and make available for delivery to the holder thereof, at the expense of the
Company, a new Debenture or Debentures, of authorized denominations, in
aggregate principal amount equal to the unpurchased portion of the Debentures
presented.


 


(b)                                 On
or before the tenth day after the occurrence of a Designated Event, the Company
or at its written request (which must be received by the Trustee at least five
(5) Business Days prior to the date the Trustee is requested to give notice as
described below, unless the Trustee shall agree in writing to a shorter
period), the Trustee, in the name of and at the expense of the Company, shall
mail or cause to be mailed to all holders of record on the date of the
Designated Event a notice (the “Designated Event Notice”) of the occurrence of
such Designated Event and of the repurchase right at the option of the holders
arising as a result thereof.  Such notice
shall be mailed in the manner and with the effect set forth in the first
paragraph of Section 502 (without regard for the time limits set forth
therein).  If the Company shall give such
notice, the Company shall also deliver a copy of the Designated Event Notice to
the Trustee at such time as it is mailed to Debentureholders.  Concurrently with the mailing of any
Designated Event Notice, the Company shall issue a press release announcing
such Designated Event referred to in the Designated Event Notice, the form and
content of which press release shall be determined by the Company in its sole discretion.  The failure to issue any such press release
or any defect therein shall not affect the validity of the Designated Event
Notice or any proceedings for the repurchase of any Debenture which any
Debentureholder may elect to have the Company repurchase as provided in this Section 505.


 


Each Designated
Event Notice shall specify the circumstances constituting the Designated Event,
the Designated Event Repurchase Date, the price at which the Company shall be
obligated to repurchase Debentures, that the holder must exercise the
repurchase right on or


 


38





















 


prior to the close
of business on the Designated Event Repurchase Date (or, if such day is not a
Business Day, the next succeeding Business Day)(the “Designated Event Expiration Time”), that the holder shall have
the right to withdraw any Debentures surrendered prior to the Designated Event
Expiration Time, a description of the procedure which a Debentureholder must
follow to exercise such repurchase right and to withdraw any surrendered
Debentures, the place or places where the holder is to surrender such holder’s
Debentures, the amount of interest accrued on each Debenture to (but excluding)
the Designated Event Repurchase Date and the CUSIP number or numbers of the
Debentures (if then generally in use).


 


No failure of the
Company to give the foregoing notices and no defect therein shall limit the
Debentureholders’ repurchase rights or affect the validity of the proceedings
for the repurchase of the Debentures pursuant to this Section 505.


 


(c)                                  For
a Debenture to be so repurchased at the option of the holder pursuant to this Section 505,
(i)                the Company must
receive at the office or agency of the Company maintained for that purpose
pursuant to Section 201 hereof the holder’s duly completed repurchase
notice in the form set forth on the reverse of the Debenture entitled “Option
to Elect Repayment Upon A Designated Event” (a “Designated Event Repurchase Notice”)
on or before the Designated Event Expiration Time and (ii) delivery or
book-entry transfer of the Debentures to the Trustee (or other Paying Agent
appointed by the Company) must have occurred at any time after delivery of the
applicable Designated Event Repurchase Notice and the Designated Event Expiration
Time (together with all necessary endorsements) at the office of the Trustee
(or other Paying Agent appointed by the Company), such delivery being a
condition to receipt by the holder of the purchase price therefor; provided that such purchase price shall be so paid pursuant
to this Section 505 only if the Debenture so delivered to the Trustee (or
other Paying Agent appointed by the Company) shall conform in all respects to
the description thereof in the related Designated Event Repurchase Notice.


 


The Company shall
purchase from the holder thereof, pursuant to this Section 505, a portion
of a Debenture, if the principal amount of such portion is $1,000 or an
integral multiple of $1,000.  Provisions
of the Indenture that apply to the purchase of all of a Debenture also apply to
the purchase of such portion of such Debenture.


 


Any purchase by the
Company contemplated pursuant to the provisions of this Section 505 shall
be consummated by the delivery of the consideration to be received by the
holder promptly following the later of the Designated Event Repurchase Date and
the time of the book-entry transfer or delivery of the Debenture.


 


Notwithstanding anything
herein to the contrary, any holder delivering to the Trustee (or other Paying
Agent appointed by the Company) the completed form entitled “Option to Elect
Repayment Upon a Designated Event” contemplated by this Section 505 shall
have the right to withdraw such election at any time prior to the close of
business on the Business Day immediately preceding the Repurchase Date by means
of a written notice of withdrawal delivered to the Corporate Trust Office of
the Trustee in New York City (or other Paying Agent appointed by the Company)
in accordance with the Designated Event Repurchase Notice at any time prior to
the close of business on the Business Day immediately preceding the Designated
Event Repurchase Date, specifying:


 


39





















 


(i)                                     the
certificate number, if any, of the Debenture in respect of which such notice of
withdrawal is being submitted, or the appropriate Depositary information if the
Debenture in respect of which such notice of withdrawal is being submitted is
represented by a Global Security,


 


(ii)                                  the
principal amount of the Debenture with respect to which such notice of
withdrawal is being submitted, and


 


(iii)                               the principal amount, if
any, of such Debenture which remains subject to the original election and which
has been or will be delivered for purchase by the Company.


 


The Trustee (or
other Paying Agent appointed by the Company) shall promptly notify the Company
of the receipt by it of any Repurchase Notice or written notice of withdrawal
thereof.


 


(d)                                 On
or prior to the Designated Event Repurchase Date, the Company will deposit with
the Trustee or with one or more Paying Agents (or, if the Company is acting as
the Paying Agent, set aside, segregate and hold in trust as provided in Section 1003
of the Base Indenture) an amount of money sufficient to repurchase on the
Designated Event Repurchase Date all the Debentures to be repurchased on such
date at the appropriate Repurchase Price, together with accrued interest to,
but excluding, the Designated Event Repurchase Date; provided that if such payment is made on the Designated
Event Repurchase Date it must be received by the Trustee or Paying Agent, as
the case may be, by 10:00 a.m. New York City time, on such date.  Payment for Debentures surrendered for
repurchase (and not withdrawn) prior to the Designated Event Expiration Time
will be made promptly (but in no event more than five (5) Business Days)
following the Designated Event Repurchase Date. 
If the Trustee or other Paying Agent appointed by the Company, or the
Company, if the Company is acting as the Paying Agent, on the Business Day
following the Designated Event Repurchase Date, holds cash sufficient to pay
the aggregate purchase price of all the Debentures, or portions thereof, that
are to be repurchased as of the Designated Event Repurchase Date, on or after
the Designated Event Repurchase Date (i) the Debentures will cease to be
outstanding, (ii) interest on the Debentures will cease to accrue, and (iii)
all other rights of the holders of such Debentures will terminate, whether or
not book-entry transfer of the Debentures has been made or the Debentures have
been delivered to the Trustee or other Paying Agent, other than the right to
receive the Repurchase Price, together with accrued interest to, but excluding,
the Designated Event Repurchase Date, 
upon delivery of the Debentures.


 


(e)                                  In
the case of a reclassification, change, consolidation, merger, combination,
binding share exchange, sale or conveyance to which Section 406 hereof
applies, in which the Common Stock of the Company is changed or exchanged as a
result into the right to receive stock, securities or other property or assets
(including cash), which includes shares of Common Stock of the Company or
shares of common stock of another Person that are, or upon issuance will be,
traded on a United States national securities exchange or approved for trading
on an established automated over-the-counter trading market in the United
States and such shares constitute at the time such change or exchange becomes
effective in excess of 50% of the aggregate fair market value of such stock, securities
or other property or assets (including cash)


 


40





















 


(as determined by
the Company, which determination shall be conclusive and binding), then the
Person formed by such consolidation or resulting from such merger or which
acquires such assets, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture (accompanied by an Opinion of Counsel that
such supplemental indenture complies with the Trust Indenture Act as in force
at the date of execution of such supplemental indenture) modifying the
provisions of the Indenture relating to the right of holders of the Debentures
to cause the Company to repurchase the Debentures following a Designated Event,
including without limitation the applicable provisions of this Section 505
and the definitions of Common Stock and Designated Event, as appropriate, as
determined in good faith by the Company (which determination shall be
conclusive and binding), to make such provisions apply to such other Person if
different from the Company and the common stock issued by such Person (in lieu
of the Company and the Common Stock of the Company).


 


(f)                                    The
Company will comply with the provisions of Rule 13e-4 and any other tender
offer rules under the Exchange Act to the extent then applicable in connection
with the redemption rights of the holders of Debentures in the event of a
Designated Event.


 


Section 506.           Repurchase of Debentures by the
Company at Option of the Holder.


 


Debentures shall
be purchased by the Company for cash pursuant to the terms of the Debentures at
the option of the holder on March 15, 2010, March 15, 2015, March 15,
2020, March 15, 2025 and March 15, 2030 (each, a “Repurchase Date”), at a purchase price of 100% of the
principal amount, subject to the provisions of Section 507 hereof.  The Company shall pay accrued and unpaid
interest on such repurchased Debentures, up to the relevant Repurchase Date to
the record holder of such Debentures on the close of business on the
corresponding Regular Record Date. 
Repurchases of Debentures under this Section 506 shall be made, at
the option of the holder thereof, upon:


 


(a)                                  delivery to the Trustee (or
other Paying Agent appointed by the Company) by a holder of a duly completed
Repurchase Notice (a “Repurchase Notice”)
in the form set forth on the reverse of the Debenture during the period
beginning at any time from the opening of business on the date that is 20
Business Days prior to the applicable Repurchase Date until the close of
business on the Business Day immediately preceding such Repurchase Date; and


 


(b)                                 delivery or book-entry transfer
of the Debentures to the Trustee (or other Paying Agent appointed by the
Company) at any time after delivery of the applicable Repurchase Notice
(together with all necessary endorsements) at the office of the Trustee (or
other Paying Agent appointed by the Company), such delivery being a condition
to receipt by the holder of the purchase price therefor; provided
that such purchase price shall be so paid pursuant to this Section 506
only if the Debenture so delivered to the Trustee (or other Paying Agent
appointed by the Company) shall conform in all respects to the description
thereof in the related Repurchase Notice.


 


The Company shall
purchase from the holder thereof, pursuant to this Section 506, a portion
of a Debenture, if the principal amount of such portion is $1,000 or an
integral


 


41





















 


multiple of
$1,000.  Provisions of the Indenture that
apply to the purchase of all of a Debenture also apply to the purchase of such
portion of such Debenture.


 


Any purchase by
the Company contemplated pursuant to the provisions of this Section 506
shall be consummated by the delivery of the consideration to be received by the
holder promptly following the later of the Repurchase Date and the time of the
book-entry transfer or delivery of the Debenture.


 


Notwithstanding
anything herein to the contrary, any holder delivering to the Trustee (or other
Paying Agent appointed by the Company) the Repurchase Notice contemplated by
this Section 506 shall have the right to withdraw such Repurchase Notice
at any time prior to the close of business on the Business Day immediately
preceding the Repurchase Date by delivery of a written notice of withdrawal to
the Trustee (or other Paying Agent appointed by the Company) in accordance with
Section 508 hereof.


 


The Trustee (or
other Paying Agent appointed by the Company) shall promptly notify the Company
of the receipt by it of any Repurchase Notice or written notice of withdrawal
thereof.


 


Notwithstanding
the foregoing, the Company shall not repurchase any Debentures if the principal
amount of the Debentures has been accelerated, and such acceleration has not
been rescinded, on or prior to the applicable Repurchase Date.


 


Section 507.           Procedures for the Repurchase of
Debentures.


 


(a)                                  At
least three Business Days before each Company Repurchase Notice Date, the
Company shall deliver an Officers’ Certificate to the Trustee specifying:


 


(i)                                     the
information required by Section 507(c) in the Company Repurchase Notice,
and


 


(ii)                                  whether
the Company desires the Trustee to give the Company Repurchase Notice required
by Section 507(c).


 


(b)                                 The Company Repurchase Notice,
as provided in Section 507(c), shall be sent to holders at their addresses
shown in the Security Register and to beneficial owners of the Debentures, as
required by applicable law, not less than 20 Business Days prior to such
Repurchase Date (the “Company Repurchase
Notice Date”).


 


(c)                                  In connection with any
repurchase of Debentures, the Company shall, no less than 20 Business Days
prior to each Repurchase Date, give notice to holders and, if applicable, to
beneficial owners of the Debentures (with a copy to the Trustee) setting forth
information specified in this Section 507(c) (the “Company Repurchase Notice”).


 


Each Company
Repurchase Notice shall:


 


(1)                                  state
the repurchase price and the Repurchase Date to which the Company Repurchase
Notice relates;


 


42





















 


(2)                                  include
a form of Repurchase Notice;


 


(3)                                  state
the name and address of the Trustee (or other Paying Agent or Conversion Agent
appointed by the Company);


 


(4)                                  state
that Debentures must be surrendered to the Trustee (or other Paying Agent appointed
by the Company) to collect the purchase price;


 


(5)                                  state
that Debentures as to which a Repurchase Notice has been given may be converted
only if the Repurchase Notice is withdrawn in accordance with the terms of this
First Supplemental Indenture; and


 


(6)                                  state
the CUSIP number of the Debentures.


 


Company Repurchase
Notices may be given by the Company or, at the Company’s request, the Trustee
shall give such Company Repurchase Notice in the Company’s name and at the
Company’s expense.


 


(d)                                 The Company will comply with the
provisions of Rule 13e-4 and any other tender offer rules under the Exchange
Act to the extent then applicable in connection with the repurchase rights of
the holders of Debentures.


 


Section 508.           Effect of Repurchase Notice.


 


Upon receipt by
the Trustee (or other Paying Agent appointed by the Company) of the Repurchase
Notice specified in Section 506 hereof, the holder of the Debenture in
respect of which such Repurchase Notice was given shall (unless such Repurchase
Notice is validly withdrawn) thereafter be entitled to receive solely the
purchase price and accrued and unpaid interest up to, but excluding, the
relevant Repurchase Date, with respect to such Debenture.  Such purchase price shall be paid to such
holder, subject to receipt of funds and/or Debentures by the Trustee at its
Corporate Trust Office in New York City (or other Paying Agent appointed by the
Company), promptly following the later of (x) the Repurchase Date with
respect to such Debenture (provided the holder has satisfied the conditions in Section 506)
and (y) the time of delivery of such Debenture to the Trustee (or other
Paying Agent appointed by the Company) by the holder thereof in the manner
required by Section 506.  Debentures
in respect of which a Repurchase Notice has been given by the holder thereof
may not be converted pursuant to Article Four hereof on or after the date
of the delivery of such Repurchase Notice unless such Repurchase Notice has
first been validly withdrawn.


 


A Repurchase
Notice may be withdrawn by means of a written notice of withdrawal delivered to
the Corporate Trust Office of the Trustee in New York City (or other Paying
Agent appointed by the Company) in accordance with the Repurchase Notice at any
time prior to the close of business on the Business Day immediately preceding
the Repurchase Date, specifying:


 


(a)                                  the
certificate number, if any, of the Debenture in respect of which such notice of
withdrawal is being submitted, or the appropriate Depositary information if the


 


43





















 


Debenture in respect of
which such notice of withdrawal is being submitted is represented by a Global
Debenture,


 


(b)                                 the
principal amount of the Debenture with respect to which such notice of
withdrawal is being submitted, and


 


(c)                                  the
principal amount, if any, of such Debenture which remains subject to the
original Repurchase Notice and which has been or will be delivered for purchase
by the Company.


 


Section 509.           Deposit of Purchase Price.


 


(a)                                  Prior
to 10:00 a.m. (New York City Time) on the Repurchase Date, the Company shall
deposit with the Trustee (or other Paying Agent appointed by the Company; or,
if the Company is acting as the Paying Agent, shall segregate and hold in trust
as provided in Section 1003 of the Base Indenture) an amount of cash (in
immediately available funds if deposited on such Business Day) sufficient to
pay the aggregate purchase price of all the Debentures or portions thereof that
are to be purchased as of the Repurchase Date.


 


(b)                                 If
the Trustee or other Paying Agent appointed by the Company, or the Company or a
subsidiary or affiliate of either of them if such entity is acting as the
Paying Agent, holds cash sufficient to pay the aggregate purchase price of all
the Debentures, or portions thereof that are to purchased as of the Repurchase
Date, on or after the Repurchase Date (i) the Debentures will cease to be
outstanding, (ii) interest on the Debentures will cease to accrue, and (iii)
all other rights of the holders of such Debentures will terminate, whether or
not book-entry transfer of the Debentures has been made or the Debentures have
been delivered to the Trustee or other Paying Agent, other than the right to
receive the purchase price, together with accrued and unpaid interest on such
repurchased Debentures up to, but excluding, the relevant Repurchase Date, as
and to the extent provided in Section 508 hereof, upon delivery of the
Debentures.


 


Section 510.           Debentures Repurchased in Part.


 


Upon presentation
of any Debenture repurchased only in part, the Company shall execute and the
Trustee shall authenticate and make available for delivery to the holder
thereof, at the expense of the Company, a new Debenture or Debentures, of any
authorized denomination, in aggregate principal amount equal to the
unrepurchased portion of the Debentures presented.


 


Section 511.           Repayment to the Company.


 


The Trustee (or
other Paying Agent appointed by the Company) shall return to the Company any
cash that remain unclaimed, together with interest, if any, thereon, held by
them for the payment of the purchase price; provided that
to the extent that the aggregate amount of cash deposited by the Company
pursuant to Section 509 hereof exceeds the aggregate purchase price of the
Debentures or portions thereof which the Company is obligated to purchase as of
the Repurchase Date, together with accrued and unpaid interest on such
repurchased Debentures up to, but excluding, the relevant Repurchase Date,
then, unless otherwise agreed in writing with the


 


44





















 


Company, promptly
after the Business Day following the Repurchase Date, the Trustee shall return
any such excess to the Company together with interest, if any, thereon.


 


ARTICLE SIX


 


MISCELLANEOUS PROVISIONS


 


Section 601.           Integral Part.


 


This First
Supplemental Indenture constitutes an integral part of the Base Indenture with
respect to the Debentures only as 
provided in Section 301 hereof.


 


Section 602.           Adoption, Ratification and
Confirmation.


 


The Base
Indenture, as supplemented and amended by this First Supplemental Indenture, is
in all respects hereby adopted, ratified and confirmed, and this First
Supplemental Indenture shall be deemed part of the Base Indenture in the manner
and to the extent herein and therein provided. 
The provisions of this First Supplemental Indenture shall, subject to
the terms hereof, supersede the provisions of the Base Indenture to the extent
the Indenture is inconsistent herewith.


 


Section 603.           Counterparts.


 


This First
Supplemental Indenture may be executed in any number of counterparts, each of
which when so executed shall be deemed an original; and all such counterparts
shall together constitute but one and the same instrument.


 


Section 604.           Governing Law.


 


THIS FIRST
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW RULES
OF SAID STATE THAT WOULD INDICATE THE APPLICABILITY OF THE LAWS OF ANY OTHER
JURISDICTION.


 


Section 605.           Conflict of Any Provision of
Indenture with Trust Indenture Act of 1939.


 


If and to the
extent that any provision of this First Supplemental Indenture limits,
qualifies or conflicts with a provision required under the terms of the Trust
Indenture Act of 1939, as amended, such Trust Indenture Act provision shall
control.


 


Section 606.           Effect of Headings.


 


The Article and
Section headings herein are for convenience only and shall not affect the
construction hereof.


 


45





















 


Section 607.           Severability of Provisions.


 


In case any
provision in this First Supplemental Indenture or in the Debentures shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 608.           Successors and Assigns.


 


All covenants and
agreements in this First Supplemental Indenture by the parties hereto shall
bind their respective successors and assigns and inure to the benefit of their
respective successors and assigns, whether so expressed or not.


 


Section 609.           Benefit of Supplemental
Indenture.


 


Nothing in this
First Supplemental Indenture, express or implied, shall give to any Person,
other than the parties hereto, any Security Registrar, any Paying Agent, any
Conversion Agent and their successors hereunder, and the holders of the
Debentures, any benefit or any legal or equitable right, remedy or claim under
this First Supplemental Indenture.


 


Section 610.           Acceptance by Trustee.


 


The Trustee accepts
the amendments to the Indenture effected by this First Supplemental Indenture
and agrees to execute the trusts created by the Indenture as hereby amended,
but only upon the terms and conditions set forth in this First Supplemental
Indenture and the Indenture.  Without
limiting the generality of the foregoing, the Trustee assumes no responsibility
for the correctness of the recitals contained herein, which shall be taken as
the statements of the Company and except as provided in the Indenture the
Trustee shall not be responsible or accountable in any way whatsoever for or
with respect to the validity or execution or sufficiency of this First
Supplemental Indenture and the Trustee makes no representation with respect
thereto.


 


46





















 


IN WITNESS
WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed as of the day and year first written above.


 


 


	
   

  	
  JETBLUE AIRWAYS
  CORPORATION,

  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Harvey

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Harvey

  
	
   

  	
   

  	
  Title:

  	
  Vice President Corporate 

  
	
   

  	
   

  	
   

  	
  Finance and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST
  COMPANY, as

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James McGinley

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James McGinley

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


47





















 


ANNEX A


 


[Include only for
Global Debentures:]


 


[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(55 WATER STREET, NEW YORK, NEW YORK) (THE “DEPOSITARY”, WHICH TERM INCLUDES
ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES) TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREIN IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


JETBLUE AIRWAYS CORPORATION


 


33⁄4% CONVERTIBLE DEBENTURE DUE 2035


 


CUSIP:                        


 


No.                             $       


 


JetBlue Airways
Corporation, a corporation duly organized and validly existing under the laws
of the State of Delaware (herein called the “Company,”
which term includes any successor corporation under the Indenture referred to
on the reverse hereof), for value received hereby promises to pay to              
or its registered assigns, [the principal sum of                     
                       DOLLARS]
[the principal sum set forth on Schedule I hereto](1) on March 15,
2035 at the office or agency of the Company maintained for that purpose in
accordance with the terms of the Indenture, in such coin or currency of the
United States of America as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest, semiannually on March 15
and September 15 of each year, commencing September 15, 2005, on said
principal sum at said office or agency, in like coin or currency, at the rate
per annum of 33⁄4%, from the most recent Interest Payment Date to which interest
has been paid or duly provided for, unless no interest has been paid or duly
provided for on the Debentures, in which case from March 16, 2005 until
payment of said principal sum has been made or duly provided for.  Except as otherwise provided in the
Indenture, the interest payable on the Debenture pursuant to the Indenture on
any Interest Payment Date will be paid to the Person entitled thereto as it
appears in the Security Register at the close of business on the Regular Record
Date, which shall be the March 1 or September 1 (whether or not a
Business


 










(1) For Global Debentures only.


 


A-1





















 


Day) next preceding such Interest Payment Date, as
provided in the Indenture; provided
that any such interest not punctually paid or duly provided for shall be
payable as provided in the Indenture. 
Interest on the Debentures shall be computed on the basis of a 360-day
year of twelve 30-day months.  Interest
may, at the option of the Company, be paid either (i) by check mailed to the
registered address of such Person (provided
that the holder of Debentures with an aggregate principal amount in excess of
$2,000,000 shall, at the written election (timely made and containing
appropriate wire transfer information) of such holder, be paid by wire transfer
of immediately available funds) or (ii) by transfer to an account maintained by
such Person located in the United States; provided
that payments to the Depositary will be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee.


 


The Company promises to
pay interest on overdue principal (to the extent that payment of such interest
is enforceable under applicable law) at the rate of 43⁄4%, per annum.


 


Reference is made to the
further provisions of this Debenture set forth on the reverse hereof,
including, without limitation, provisions giving the holder of this Debenture the
right to convert this Debenture into shares of Common Stock of the Company (or
cash and/or shares of Common Stock at the election of the Company) on the terms
and subject to the limitations referred to on the reverse hereof and as more
fully specified in the Indenture.  Such
further provisions shall for all purposes have the same effect as though fully
set forth at this place.


 


This Debenture shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with and governed by the laws of
the State of New York without reference to its principles of conflict of laws.


 


This Debenture shall not
be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by the Trustee or a duly
authorized authenticating agent under the Indenture.


 


A-2





















 


IN WITNESS WHEREOF, the
Company has caused this Debenture to be duly executed.


 


	
  [SEAL]

  	
  JETBLUE AIRWAYS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
						



 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series designated
therein referred to in the within-named Indenture.


 


 


Dated:


 


	
   

  	
  WILMINGTON TRUST
  COMPANY, as Trustee

  
	
   

  	
   

  
	
   

  	
    By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


A-3





















 


FORM OF REVERSE OF DEBENTURE


 


JETBLUE AIRWAYS
CORPORATION


 


33⁄4% CONVERTIBLE
DEBENTURE DUE 2035


 


This Debenture is one of
a duly authorized issue of a series of Securities of the Company, designated as
its 33⁄4% Convertible Debentures Due 2035 (herein called the “Debentures”), issued and to be issued under
and pursuant to an Indenture dated as of March 16, 2005, as amended and
supplemented by a First Supplemental Indenture (the “First Supplemental Indenture”), dated as of March 16, 2005 (as
so amended and supplemented, herein called the “Indenture”), between the Company and Wilmington Trust Company,
as trustee (herein called the “Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of
the Debentures.


 


The Debentures are
issuable in fully registered form, without coupons, in denominations of $1,000
principal amount and any multiple of $1,000. 
Upon due presentment for registration of transfer of this Debenture at
the office or agency of the Company maintained for that purpose in accordance
with the terms of the Indenture, a new Debenture or Debentures of authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange thereof, subject to the limitations provided in the
Indenture, without charge except for any tax, assessment or other governmental
charge imposed in connection therewith.


 


At any time on or after
March 20, 2010 and prior to maturity, the Debentures may be redeemed at the
option of the Company, in whole or in part, upon mailing a notice of such
redemption not less than 30 days but not more than 60 days before the
redemption date to the holders of Debentures at their last registered
addresses, all as provided in the Indenture, at a Redemption Price equal to
100% of the principal amount of the Debentures to be redeemed, together with
accrued and unpaid interest to, but excluding, the redemption date; provided that if the redemption date is on
an Interest Payment Date, then the interest payable on such date shall be paid
to the holder of record on the preceding Regular Record Date.   The Debentures will be redeemable in
multiples of $1,000 principal amount.


 


The Company may not give
notice of any redemption of the Debentures if a default in the payment of
interest on the Debentures has occurred and is continuing, or if the principal
amount of the Debentures has been accelerated, and such acceleration has not
been rescinded, on or prior to such date. 
The Debentures are not subject to redemption through the operation of
any sinking fund.  In case an Event of
Default shall have occurred and be continuing, the principal of, and accrued
interest on, all Debentures may be declared by either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Debentures
then Outstanding, and upon said declaration shall become, due and payable, in
the manner, with the effect and subject to the conditions provided in the
Indenture.


 


If a Designated Event
occurs at any time prior to maturity of the Debentures, the holders of
Debentures, at their option, can require the Company to repurchase all or a
portion of


 


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their Debentures on a Designated Event Redemption Date
at a repurchase price equal to 100% of the principal amount thereof, together
with accrued interest to (but excluding) the repurchase date; provided that if such Designated Event
Repurchase Date occurs after a Regular Record Date and on or prior to an
Interest Payment Date, then the interest payable on such date shall be paid to
the holder of record of this Debenture on the preceding Regular Record
Date.  The Debentures will be repurchased
in multiples of $1,000 principal amount. 
The Company shall mail to all holders of record of the Debentures a
notice of the occurrence of a Designated Event and of the repurchase right
arising as a result thereof on or before the 10th day after the occurrence of
such Designated Event.  For a Debenture
to be so repurchased at the option of the holder, the Company must receive at
the office or agency of the Company maintained for that purpose in accordance
with the terms of the Indenture, such Debenture with the form entitled “Option
to Elect Repayment Upon a Designated Event” on the reverse thereof duly
completed, together with such Debenture, duly endorsed for transfer, on or
before the close of business on the Designated Event Expiration Time.  The Designated Event Repurchase Date shall be
the Business Day selected by the Company, which date shall be no less than
thirty (30) days nor more than sixty (60) days after
the date of the notice of the Designated Event.


 


Subject to the terms and
conditions of the Indenture, the Company shall become obligated to repurchase,
at the option of the holder, all or any portion of the Debentures held by such holder
on March 15, 2010, March 15, 2015, March 15, 2020, March 15, 2025 and March 15,
2030, in whole multiples of $1,000 at a repurchase price of 100% of the
principal amount of such Debenture, with accrued and unpaid interest to be paid
the record holder as of the close of business on the Regular Record Date
preceding such Repurchase Date.  To
exercise such right, a holder shall deliver to the Company such Debenture with
the form entitled “Repurchase Notice” on the reverse thereof duly completed at
any time from the opening of business on the date that is 20 Business Days
prior to such Repurchase Date until the close of business on the Business Day
immediately preceding such Repurchase Date, and shall deliver the Debentures,
duly endorsed for transfer, to the Trustee (or other Paying Agent appointed by
the Company) as set forth in the Indenture.


 


Holders have the right to
withdraw any repurchase notice by delivering to the Trustee (or other Paying
Agent appointed by the Company) a written notice of withdrawal up to the close
of business on the Business Day immediately preceding the Designated Event
Repurchase Date or Repurchase Date, as the case may be, all as provided in the
Indenture.


 


Subject to compliance
with the provisions of the Indenture, the holder hereof has the right, at its
option, to convert each $1,000 principal amount of the Debentures into 38.9864
shares of the Company’s Common Stock (or, at the election of the Company, cash
or a combination of cash and shares of the Company’s Common Stock), subject to
adjustment as provided in the Indenture. 
A Debenture in respect of which a holder is exercising its right to
require repurchase upon a Designated Event or repurchase on a Repurchase Date
may be converted only if such holder withdraws its election to exercise either
such right in accordance with the terms of the Indenture.  The Conversion Rate for the Debentures on any
Conversion Date shall be determined as set forth in the Indenture and will be
adjusted as set forth in Article Four of the First Supplemental Indenture.  The Company shall deliver cash in lieu of
issuing any fractional share of Common Stock upon conversion of a Debenture as
provided in the Indenture.


 


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A holder may convert a
portion of a Debenture if the principal amount of such portion is $1,000 or an
integral multiple of $1,000.  No payment
or adjustment shall be made for dividends on the Common Stock except as
provided in the Indenture.  On conversion
of a Debenture, except for conversion during the period from the close of
business on any Regular Record Date immediately preceding any Interest Payment
Date to the close of business on the Business Day immediately preceding such
Interest Payment Date, in which case the holder on such Regular Record Date
shall receive the interest payable on such Interest Payment Date, that portion
of accrued and unpaid interest on the converted Debenture attributable to the
period from the most recent Interest Payment Date (or, if no Interest Payment Date
has occurred, from March 16, 2005) through the Conversion Date shall not be
cancelled, extinguished or forfeited, but rather shall be deemed to be paid in
full to the holder thereof through delivery of the Common Stock (together with
the cash payment, if any, in lieu of fractional shares), or at the election of
the Company, cash or a combination of cash and shares of the Company’s Common
Stock, in exchange for the Debenture being converted pursuant to the provisions
hereof.


 


Debentures or portions
thereof surrendered for conversion during the period from the close of business
on any Regular Record Date immediately preceding any Interest Payment Date to
the close of business on the Business Day immediately preceding such Interest
Payment Date shall be accompanied by payment to the Company or its order, in
immediately available funds or other funds acceptable to the Company, of an
amount equal to the interest payable on such Interest Payment Date with respect
to the principal amount of Debentures or portions thereof being surrendered for
conversion; provided that no such payment need be
made if (1) the Company has specified a Redemption Date that occurs during the
period from the close of business on a Regular Record Date to the close of
business on the Business Day immediately preceding the Interest Payment Date to
which such Regular Record Date relates, (2) the Company has specified a
Designated Event Redemption Date during such period or (3) only to the extent
of overdue interest, any overdue interest exists on the Conversion Date with
respect to the Debentures converted.


 


In lieu of issuing shares
of Common Stock upon conversion of any Debenture, the Company in its discretion
has the right to settle to its Conversion Obligation in cash or a combination
of cash and shares of Common Stock as provided in Section 412 of the First
Supplemental Indenture.


 


Subject to the provisions
of the Indenture, including without limitation Section 414 of the First
Supplemental Indenture, if a holder elects to convert Debentures following the
occurrence of a Designated Event which is also a Fundamental Change that occurs
prior to March 20, 2010, the Company will increase the number of shares of
Common Stock issuable upon conversion of the Debentures by a number of
additional shares of Common Stock (the “Additional
Shares”) as set forth in the Indenture.


 


Notwithstanding the
foregoing, and in lieu of issuing Additional Shares, in the case of a Public
Acquirer Change of Control, the Company may elect to adjust the Conversion Rate
and its Conversion Obligation such that, from and after the Effective Date of
such Public Acquirer Change of Control, the right to convert a Debenture will
be changed into a right to convert a Debenture into a number of shares of
Public Acquirer Common Stock as specified in Section 414 of the First
Supplemental Indenture.


 


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To convert a Debenture, a
holder must (a) complete and manually sign the conversion notice set forth
below or a facsimile thereof and deliver such notice to a Conversion Agent, (b)
surrender the Debenture to the Conversion Agent, (c) furnish appropriate
endorsements and transfer documents (including any certification that may be
required under applicable law) if required by the Conversion Agent, (d) pay any
transfer or similar tax, if required and (e) if required pay funds equal to the
interest payable on the next Interest Payment Date.


 


The Indenture contains
provisions permitting the Company and the Trustee, with the consent of the holders
of at least a majority in aggregate principal amount of the Debentures at the
time Outstanding, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the
holders of the Debentures; provided
that no such supplemental indenture shall (i) extend the fixed maturity of any
Debenture, or reduce the rate or extend the time of payment of interest thereon,
or reduce the principal amount thereof, or reduce any amount payable upon
redemption or repurchase thereof, or impair the right of any Debentureholder to
institute suit for the payment thereof, or make the principal thereof or
interest thereon payable in any coin or currency other than that provided in
the Indenture or the Debentures, or reduce the Redemption Price in connection
with any Optional Redemption, or change the obligation of the Company to
repurchase any Debenture at the option of a holder upon the happening of a
Designated Event in a manner adverse to the holders of Debentures, or change
the obligation of the Company to repurchase any Debenture on a Repurchase Date
in a manner adverse to the holders of Debentures, or reduce the number of shares
or the amount of any other property receivable upon conversion of the
Debentures, including any Additional Shares, other than in accordance with the
terms of the Indenture, or otherwise impair the right of a holder to convert
the Debentures into shares of Common Stock (or cash or a combination of cash
and shares of Common Stock if the Company so elects) subject to the terms set
forth therein, including Section 406 of the First Supplemental Indenture, or reduce the quorum or the voting
requirements under the Indenture, or modify any of the provisions of Section
902 or Section 513 of the Base Indenture, each as amended by the First
Supplemental Indenture, except to increase any such percentage or to provide
that certain other provisions of the Indenture cannot be modified or waived
without the consent of the holder of each Debenture so affected, or change any
obligation of the Company to maintain an office or agency in the places and for
the purposes set forth in Section 1002 of the Base Indenture, in each case,
without the consent of the holder of each Debenture so affected, or (ii) reduce
the aforesaid percentage of Debentures, the holders of which are required to
consent to any such supplemental indenture or to waive any past Event of
Default, without the consent of the holders of each Debentures affected
thereby.


 


No reference herein to
the Indenture and no provision of this Debenture or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Debenture at the
place, at the respective times, at the rate and in the coin or currency herein
prescribed.


 


The Company, the Trustee,
any authenticating agent, any Paying Agent, any Conversion Agent and any
Security Registrar may deem and treat the registered holder hereof as the
absolute owner of this Debenture (whether or not this Debenture shall be
overdue and


 


A-7





















 


notwithstanding any notation of ownership or other
writing hereon made by anyone other than the Company or any Security Registrar)
for the purpose of receiving payment hereof, or on account hereof, for the
conversion hereof and for all other purposes, and neither the Company nor the
Trustee nor any other authenticating agent nor any Paying Agent nor other
Conversion Agent nor any Security Registrar shall be affected by any notice to
the contrary.  All payments made to or
upon the order of such registered holder shall, to the extent of the sum or
sums paid, satisfy and discharge liability for monies payable on this
Debenture.


 


Notwithstanding anything
other provision of this Indenture, so long the Debentures are in the form of
Global Securities, the parties to the Indenture and the holders of such
Debentures will be bound at all times by the applicable procedures of the
Depositary.


 


No recourse for the
payment of the principal of or interest on this Debenture, or for any claim
based hereon or otherwise in respect hereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in the Indenture or any
supplemental indenture or in any Debenture, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer or director or subsidiary, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.


 


Terms used in this
Debenture and defined in the Indenture are used herein as therein defined.


 


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ABBREVIATIONS


 


The following
abbreviations, when used in the inscription of the face of this Debenture,
shall be construed as though they were written out in full according to
applicable laws or regulations.


 


	
  TEN COM - 

  	
   

  	
  as tenants in
  common 

  	
   

  	
  UNIF GIFT MIN
  ACT -      Custodian       

  
	
  TEN ENT - 

  	
   

  	
  as tenant by the
  entireties 

  	
   

  	
  (Cust)

  	
   (Minor)

  
	
  JT TEN - 

  	
   

  	
  as joint tenants
  with right of survivorship 

  	
   

  	
  under Uniform
  Gifts to Minors Act

  
	
   

  	
   

  	
  and not as
  tenants in common

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  	
   

  
							



 


Additional abbreviations may also be used though not in the above list.


 


A-9





















 


CONVERSION NOTICE


 


	
  TO:

  	
   

  	
  JETBLUE AIRWAYS CORPORATION

  
	
   

  	
   

  	
  WILMINGTON TRUST COMPANY

  



 


The undersigned
registered owner of this Debenture hereby irrevocably exercises the option to
convert this Debenture, or the portion thereof (which is $1,000 or a multiple
thereof) below designated, into shares of Common Stock of JetBlue Airways
Corporation (or, at the Company’s election, cash or a combination of cash and
shares of Common Stock) in accordance with the terms of the Indenture referred
to in this Debenture, and directs that the cash payable and/or the shares
issuable and deliverable upon such conversion and any Debentures representing
any unconverted principal amount hereof, be issued and delivered to the
registered holder hereof unless a different name has been indicated below.  Capitalized terms used herein but not defined
shall have the meanings ascribed to such terms in the Indenture.  If shares or any portion of this Debenture
not converted are to be issued in the name of a Person other than the
undersigned, the undersigned will provide the appropriate information below and
pay all transfer taxes payable with respect thereto.  Any amount required to be paid by the
undersigned on account of interest accompanies this Debenture.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name of Holder or underlying

  participant of Depository

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)

  
	
   

  	
   

  
	
   

  	
  Signature(s) must be guaranteed by an “eligible
  guarantor institution” meeting the requirements of the Security Registrar,
  which requirements include membership or participation in the Security
  Transfer Agent Medallion Program (“STAMP”)
  or such other “signature guarantee program” as may be determined by the
  Security Registrar in addition to, or in substitution for, STAMP, all in
  accordance with the Securities Exchange Act of 1934, as amended.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    Signature Guarantee

  
					



 


Fill in the registration
of shares of Common Stock, if any, to be issued, and Debentures, if any, to be
delivered, and the Person to whom cash, if any, is to be made, if other than to
and in the name of the registered holder:


 


A-10





















 


	
   

  	
   

  
	
  (Name)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Street Address)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (City, State and
  Zip Code)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Please print
  name and address

  	
   

  
	
   

  	
   

  
	
  Principal amount
  to be converted

  	
   

  
	
   (if less than all):

  	
   

  
	
   

  	
   

  
	
  $

  	
   

  
	
  Social Security
  or Other Taxpayer

  	
   

  
	
  Identification
  Number:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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OPTION TO ELECT
REDEMPTION

UPON A DESIGNATED EVENT


 


	
  TO:

  	
   

  	
  JETBLUE AIRWAYS CORPORATION

  
	
   

  	
   

  	
  WILMINGTON TRUST COMPANY

  



 


The undersigned
registered owner of this Debenture hereby irrevocably acknowledges receipt of a
notice from JetBlue Airways Corporation (the “Company”)
as to the occurrence of a Designated Event with respect to the Company and
requests and instructs the Company to repurchase the entire principal amount of
this Debenture, or the portion thereof (which is $1,000 or a multiple thereof)
below designated, in accordance with the terms of the Indenture referred to in
this Debenture at the price of 100% of such entire principal amount or portion
thereof, together with accrued interest to, but excluding, the Designated Event
Redemption Date, to the registered holder hereof.  Capitalized terms used herein but not defined
shall have the meanings ascribed to such terms in the Indenture.


 


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)

  
	
   

  	
   

  
	
   

  	
  NOTICE: The above signatures of the holder(s) hereof
  must correspond with the name as written upon the face of the Debenture in
  every particular without alteration or enlargement or any change whatever.

  
	
   

  	
   

  
	
   

  	
  Principal amount to be repaid (if less than all):

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Social Security or Other Taxpayer Identification
  Number

  
					



 


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REPURCHASE NOTICE


 


	
  TO:

  	
   

  	
  JETBLUE AIRWAYS CORPORATION

  
	
   

  	
   

  	
  WILMINGTON TRUST COMPANY

  



 


The undersigned
registered owner of this Debenture hereby irrevocably acknowledges receipt of a
notice from JetBlue Airways Corporation (the “Company”)
regarding the right of holders to elect to require the Company to repurchase
the Debentures and requests and instructs the Company to repay the entire
principal amount of this Debenture, or the portion thereof (which is $1,000 or
an integral multiple thereof) below designated, in accordance with the terms of
the Indenture at the price of 100% of such entire principal amount to the
registered holder hereof.  Capitalized
terms used herein but not defined shall have the meanings ascribed to such
terms in the Indenture.  The Debentures
shall be repurchased by the Company as of the Repurchase Date pursuant to the
terms and conditions specified in the Indenture.


 


Dated:


 


Signature(s):


 


NOTICE:  The above signatures of the holder(s) hereof
must correspond with the name as written upon the face of the Debenture in
every particular without alteration or enlargement or any change whatever.


 


Debenture Certificate
Number (if applicable):


 


Principal amount to be repurchased
(if less than all):


 


Social Security or Other
Taxpayer Identification Number:


 


A-13





















 


ASSIGNMENT


 


For value received                                           hereby
sell(s) assign(s) and transfer(s) unto                                                
(Please insert social security or other Taxpayer Identification Number of
assignee) the within Debenture, and hereby irrevocably constitutes and appoints
                                                                 
attorney to transfer said Debenture on the books of the Company, with full
power of substitution in the premises.


 


Unless one of the boxes is checked, the Trustee
will refuse to register any of the Debentures evidenced by this certificate in
the name of any person other than the registered holder thereof.


 


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)

  
	
   

  	
   

  
	
   

  	
  Signature(s) must be guaranteed by an “eligible
  guarantor institution” meeting the requirements of the Security Registrar,
  which requirements include membership or participation in the Security
  Transfer Agent Medallion Program (“STAMP”)
  or such other “signature guarantee program” as may be determined by the
  Security Registrar in addition to, or in substitution for, STAMP, al in
  accordance with the Securities Exchange Act of 1934, as amended.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    Signature Guarantee

  
					



 


NOTICE: The signature on the Conversion Notice, the
Option to Elect Redemption Upon a Designated Event,
the Repurchase Notice or the Assignment must correspond with the name as
written upon the face of the Debenture in every particular without alteration
or enlargement or any change whatever.


 


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Schedule I


 


[Include Schedule
I only for a Global Debenture]


 


JETBLUE AIRWAYS
CORPORATION

33⁄4% Convertible Debenture Due 2035


 


No.                


 


	
  Date

  	
   

  	
  Principal
  Amount

  	
   

  	
  Notation
  Explaining Principal

  Amount Recorded

  	
   

  	
  Authorized
  Signature

  of Trustee or

  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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