EX-4.2






Exhibit 4.2




JETBLUE AIRWAYS CORPORATION




and




WILMINGTON TRUST COMPANY,




As Trustee




 






FIFTH SUPPLEMENTAL INDENTURE




Dated as of June 9, 2009




 






Supplemental to Indenture




Dated as of March 16, 2005




 






Creating a series of Securities

designated

6.75% Convertible Debentures due 2039 (Series B)




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	ARTICLE I

	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II

	THE DEBENTURES

	 
	 	 	 	 
	Section 2.01. Designation of Debentures; Establishment of Form
	 	 	6	 
	Section 2.02. Amount
	 	 	6	 
	Section 2.03. Interest
	 	 	6	 
	Section 2.04. Denominations
	 	 	7	 
	Section 2.05. Place of Payment
	 	 	7	 
	Section 2.06. Redemption
	 	 	7	 
	Section 2.07. Conversion
	 	 	7	 
	Section 2.08. Stated Maturity
	 	 	7	 
	Section 2.09. Repurchase
	 	 	7	 
	 
	 	 	 	 
	ARTICLE III

	AMENDMENTS TO THE BASE INDENTURE

	 
	 	 	 	 
	Section 3.01. Provisions Applicable Only to Debentures
	 	 	8	 
	Section 3.02. Registration of Transfer and Exchange
	 	 	8	 
	Section 3.03. Mutilated, Destroyed, Lost or Stolen Debentures
	 	 	8	 
	Section 3.04. Reinstatement
	 	 	9	 
	Section 3.05. Events of Default
	 	 	9	 
	Section 3.06. Acceleration of Maturity; Rescission and Annulment
	 	 	10	 
	Section 3.07. Reports by Company
	 	 	11	 
	Section 3.08. Debentureholder Lists
	 	 	11	 
	Section 3.09. Supplemental Indentures with Consent of Holders
	 	 	12	 
	Section 3.10. Payment of Principal and Interest
	 	 	13	 
	 
	 	 	 	 
	ARTICLE IV

	CONVERSION OF DEBENTURES

	 
	 	 	 	 
	Section 4.01. Right to Convert
	 	 	13	 
	Section 4.02. Conversion Procedures
	 	 	14	 
	Section 4.03. Cash Payments in Lieu of Fractional Shares
	 	 	15	 
	Section 4.04. Conversion Rate
	 	 	15	 
	Section 4.05. Conversion Rate Adjustment
	 	 	15	 
	Section 4.06. Effect of Reclassification, Consolidation, Merger or Sale
	 	 	22	 
	Section 4.07. Taxes on Shares Issued
	 	 	23	 
	Section 4.08. Reservation of Shares; Shares to be Fully Paid; Compliance with
Governmental Requirements; Listing of Common Stock
	 	 	23	 
	Section 4.09. Responsibility of Trustee
	 	 	24	 






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TABLE OF CONTENTS

(Continued)




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	Section 4.10. Notice to Holders Prior to Certain Actions
	 	 	24	 
	Section 4.11. Rights Issued in Respect of Common Stock Issued Upon Conversion
	 	 	25	 
	Section 4.12. Additional Shares
	 	 	25	 
	 
	 	 	 	 
	ARTICLE V

	REDEMPTION AND REPURCHASE OF DEBENTURES

	 
	 	 	 	 
	Section 5.01. Redemption of Debentures at the Option of the Company
	 	 	27	 
	Section 5.02. Notice of Optional Redemption; Selection of Debentures
	 	 	27	 
	Section 5.03. Payment of Debentures Called for Redemption by the Company
	 	 	29	 
	Section 5.04. Conversion Arrangement on Call for Redemption
	 	 	30	 
	Section 5.05. Repurchase at Option of Holders Upon a Designated Event
	 	 	30	 
	Section 5.06. Repurchase of Debentures by the Company at Option of the Holder
	 	 	33	 
	Section 5.07. Procedures for the Repurchase of Debentures
	 	 	34	 
	Section 5.08. Effect of Repurchase Notice
	 	 	35	 
	Section 5.09. Deposit of Purchase Price
	 	 	36	 
	Section 5.10. Debentures Repurchased in Part
	 	 	37	 
	Section 5.11. Repayment to the Company
	 	 	37	 
	 
	 	 	 	 
	ARTICLE VI

	MISCELLANEOUS PROVISIONS

	 
	 	 	 	 
	Section 6.01. Integral Part
	 	 	37	 
	Section 6.02. Adoption, Ratification and Confirmation
	 	 	37	 
	Section 6.03. Counterparts
	 	 	37	 
	Section 6.04. Governing Law
	 	 	37	 
	Section 6.05. Conflict of Any Provision of Indenture with Trust Indenture Act of 1939
	 	 	37	 
	Section 6.06. Effect of Headings
	 	 	38	 
	Section 6.07. Severability of Provisions
	 	 	38	 
	Section 6.08. Successors and Assigns
	 	 	38	 
	Section 6.09. Benefit of Supplemental Indenture
	 	 	38	 
	Section 6.10. Acceptance by Trustee
	 	 	38	 






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JETBLUE AIRWAYS CORPORATION




FIFTH SUPPLEMENTAL INDENTURE




     THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of June 9, 2009, 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 6.75 % Convertible Debentures due 2039 (Series B), in an initial aggregate principal amount of
$86,250,000;



     WHEREAS, the Company proposes by this Fifth 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 Fifth Supplemental Indenture a valid agreement according to its
terms, have been done and performed, and the execution of this Fifth Supplemental Indenture and the
issuance hereunder of the Debentures have in all respects been duly authorized.



     NOW, THEREFORE, THIS FIFTH 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 I




DEFINITIONS AND OTHER

PROVISIONS OF GENERAL APPLICATION




     Section 1.01. Definitions.



     For all purposes of the Base Indenture and this Fifth 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 Fifth Supplemental Indenture shall have the meaning assigned to such term in this Fifth
Supplemental Indenture, (iii) any capitalized term that is used in this Fifth Supplemental
Indenture but not defined herein shall have the meaning specified in the Base Indenture and (iii)
as used in this Fifth Supplemental Indenture, the terms “herein,” “hereof,” “hereunder” and other
words of similar import refer to this Fifth Supplemental Indenture.



     “Additional Debentures” has the meaning specified in Section 2.02(a) hereof.



     “Additional Shares” has the meaning specified in Section 4.12(a) hereof.



     “Bankruptcy Law” means title 11, U.S. Code or any similar Federal or State law for the
relief of debtors.



     “Business Combination” has the meaning specified in Section 4.06 hereof.



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



     “Closing Sale Price” of Common Stock of the Company or any other security means, as of
any date, the reported last sale price per share (or, if no last sale price is reported, the
average of the closing bid and ask prices per share or, if more than one in either case, the
average of the average closing bid and the average closing ask prices per share) of such security
on such date as reported in composite transactions for by The Nasdaq Global Select Market or, if
such security is not listed for trading on The Nasdaq Global Select Market, as reported by the
principal other national or regional securities exchange on which such security is listed for
trading or, if such security is not listed on a U.S. national or regional securities exchange, as
reported by Pink Sheets LLC. If such security is not listed on a U.S. national or regional
securities exchange or quoted by Pink Sheets LLC, the “Closing Sale Price” means the average of the
mid-point of the last bid and asked prices of such security on the relevant date from each of at
least three nationally recognized independent investment banking firms selected by the Company for
this purpose. 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 4.06 hereof, however, shares issuable on conversion
of Debentures shall include only shares of the class designated as common stock of



2









 




the Company at the date of the Fifth 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 5.07(b) hereof.



     “Company Repurchase Notice Date” has the meaning specified in Section 5.07(b) hereof.



     “Conversion Agent” means any Person authorized by the Company to deliver shares of
Common Stock (and any cash in lieu of fractional shares) upon conversion of any Debenture, on
behalf of the Company.



     “Conversion Date” has the meaning specified in Section 4.02 hereof.



     “Conversion Notice” has the meaning specified in Section 4.02 hereof.



     “Conversion Price” means, as of any date, an amount equal to $1,000 divided by the
Conversion Rate as of such date.



     “Conversion Rate” has the meaning specified in Section 4.04 hereof.



     “Custodian” means any receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law.



     “Debenture” or “Debentures” has the meaning specified in Section 2.01(a)
hereof and includes any Global Debenture.



     “Debentureholder” or “Holder” as applied to any Debenture means any Person in
whose name at the time such 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” means any Fundamental Change or Termination of Trading.



     “Designated Event Expiration Time” has the meaning specified in Section 5.05(b)
hereof.



     “Designated Event Notice” has the meaning specified in Section 5.05(b) hereof.



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     “Designated Event Repurchase Date” has the meaning specified in Section 5.05(a)
hereof.



     “Effective Date” has the meaning specified in Section 4.12(a) hereof.



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



     “Ex-dividend Date” in respect of any distribution or transaction in respect of the
Common Stock means the first date on which the shares of the Common Stock trade on the relevant
exchange or in the relevant market, regular way, without the means to receive the distribution or
participate in the transaction related to the relevant adjustment.



     “Expiration Time” has the meaning specified in Section 4.05(e) hereof.



     “Final Maturity Date” has the meaning specified in Section 2.08 hereof.



     “Fundamental Change” means the occurrence of either of the following: (i) a “person”
or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company or its
Subsidiaries, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing
that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined
in Rule 13d-3 under the Exchange Act, of the Company’s common equity representing more than 50% of
the voting power of the Company’s common equity or (ii) 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 or American Depositary Shares in
respect of common stock that is listed (or immediately following such transaction or event will be
listed) on a United States national securities exchange, other than any transaction or event which
is effected solely to change the Company’s jurisdiction of incorporation and results in a
reclassification, conversion or exchange of outstanding shares of the Common Stock solely into
shares of common stock of the surviving entity.



     “Global Debenture” means any Debenture that is a Global Security (as defined in the
Base Indenture).



     “Indenture” means the Base Indenture, as amended by the Fifth Supplemental Indenture
and, if further 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 April 15th and October 15th.



     “Optional Redemption” has the meaning specified in Section 5.01 hereof.



4









 





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



     “Redemption Date” has the meaning specified in Section 5.02 hereof.



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



     “Reference Property” has the meaning specified in Section 4.06 hereof.



     “Repurchase Date” has the meaning specified in Section 5.06 hereof.



     “Repurchase Notice” has the meaning specified in Section 5.06 hereof.



     “Rights” and “Rights Agreement” have the meanings specified in Section 4.11
hereof.



     “Scheduled Interest Payments” means the payments of interest on the Debentures
scheduled to be made on each of October 15, 2009, April 15, 2010, October 15, 2010, April 15, 2011,
October 15, 2011 and April 15, 2012.



     “Spin-Off” has the meaning specified in Section 4.05(c) hereof.



     “Stock Price” has the meaning specified in Section 4.12(a) hereof.



     “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” shall be deemed to have occurred if the Common Stock (or
other common stock into which the Debentures are then convertible) is not listed for trading on a
United States national securities exchange.



     “Trading Day” (x) if the Common Stock is listed on The Nasdaq Global Select Market, a
day on which trades may be made thereon, (y) if the Common Stock is not listed on The Nasdaq Global
Select Market but is listed for trading on a national or regional securities exchange, a day on
which the principal other national or regional securities exchange on which such security is listed
for trading is open for business or (z) if the Common Stock is not listed for trading on any
national or regional securities exchange, 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.



5









 





ARTICLE II




THE DEBENTURES




     Section 2.01. Designation of Debentures; Establishment of Form.




     (a) There shall be a series of Securities designated “6.75% Convertible Debentures due
2039 (Series B)” 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 Fifth 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 2.02. Amount.




     (a) The Trustee shall initially authenticate and deliver Debentures for original issue
in an aggregate principal amount of up to $86,250,000 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 IV hereof.



     Section 2.03. Interest. Outstanding Debentures shall bear interest at the rate of
6.75% 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 June 9, 2009, payable semiannually in arrears
on each Interest Payment Date, to the Persons in whose names the Debentures are registered at



6









 




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



     Section 2.05. 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 The City of New York, New York or
Wilmington, Delaware (initially Wilmington, Delaware) 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.
Notwithstanding the foregoing, payments to the Depositary will be made by wire transfer of
immediately available funds to the account of the Depositary or its nominee.



     Section 2.06. 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 October 15, 2016
in accordance with the provisions set forth in the Debentures and the provisions of this
Fifth Supplemental Indenture, including, without limitation, Article V hereof.



     Section 2.07. Conversion. The Debentures shall be convertible in accordance with the
provisions set forth in the Debentures and this Fifth Supplemental Indenture, including, without
limitation, Article IV hereof.



     Section 2.08. 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 October 15, 2039 (the “Final Maturity Date”).



     Section 2.09. 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 Fifth
Supplemental Indenture, including, without limitation, Article V hereof.




7











 





ARTICLE III




AMENDMENTS TO THE BASE INDENTURE




     Section 3.01. Provisions Applicable Only to Debentures. The provisions contained in
this Fifth Supplemental Indenture shall apply to the Debentures only and not to any other series of
Securities 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 3.02. Registration of Transfer and Exchange. Section 305 of the Base
Indenture is hereby amended, subject to Section 3.01 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 5.02 of the Fifth Supplemental Indenture, (c) any Debentures or portions thereof
surrendered for conversion pursuant to Article IV of the Fifth Supplemental Indenture, (d)
any Debentures or portions thereof tendered for repurchase (and not withdrawn) pursuant to
Section 5.05 of the Fifth Supplemental Indenture or (e) any Debentures or portions thereof
tendered for repurchase (and not withdrawn) pursuant to Section 5.06 of the Fifth
Supplemental Indenture”.



     Section 3.03. 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 3.01 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



8









 







agent evidence to their satisfaction of the destruction, loss or theft of such
Debenture and of the ownership thereof.”



     Section 3.04. Reinstatement. Article Four of the Base Indenture is hereby amended,
subject to Section 3.01 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 hereof 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
hereof until such time as the Trustee or the paying agent is permitted to apply all
such money in accordance with Section 402 hereof; 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 3.05. Events of Default. The “Events of Default” in respect of the
Debentures shall be as follows rather than as set forth in Section 501 of the Base Indenture:




     (a) failure to pay principal of any Debentures when due at maturity, upon redemption,
repurchase or otherwise;




     (b) failure to pay any interest on Debentures, when due and such failure continues for
a period of 30 days;




     (c) default in the delivery when due of all Common Stock deliverable upon conversion
with respect to Debentures, which default continues for 15 days;




     (d) failure to provide an Issuer Designated Event Repurchase Notice within the time
required to provide such notice as provided in Section 5.05(c) hereof unless the Company
remedies such default within ten Business Days;




     (e) failure to perform or observe any covenant or warrant of the Company in this
Indenture and continuance of such failure for a period of 60 days after there has been
given, by registered or certified mail, to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities
of that series a written notice specifying such failure and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder;




     (f) the Company pursuant to or within the meaning of any Bankruptcy Law:




     (A) commences a voluntary case,



9









 






     (B) consents to the entry of an order for relief against it in an involuntary
case,




     (C) consents to the appointment of a Custodian of it or for all or
substantially all of its property, or




     (D) makes a general assignment for the benefit of its creditors; or




     (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




     (A) is for relief against the Company in an involuntary case,




     (B) appoints a Custodian of the Company or for all or substantially all of its
property, or




     (C) orders the liquidation of the Company, and the order or decree remains
unstayed and in effect for 90 days.



     Section 3.06. Acceleration of Maturity; Rescission and Annulment. Section 502 of the
Base Indenture is hereby amended, subject to Section 3.01 hereof, and with respect to the
Debentures only, by inserting the following paragraphs after the first paragraph thereof:




     “Notwithstanding the foregoing, to the extent elected by the Company as
provided in this Section 502 hereof, the sole remedy for an Event of Default
relating to the failure of the Company to file any documents or reports that the
Company is required to file with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act and for any failure to comply with the requirements of Section
314(a)(1) of the Trust Indenture Act or of Section 703 hereof, shall for the first
180 days after the occurrence of such an Event of Default consist exclusively of the
right to receive additional interest (“Additional Interest”) on the relevant
debentures in an amount equal to 0.25% of the principal amount of the Debentures.
If the Company so elects, Additional Interest shall be payable on all outstanding
Debentures on or before the date on which such Event of Default first occurs. On the
181st day after such Event of Default (if the Event of Default relating to the
reporting obligations is not cured or waived prior to such 181st day), the
Debentures will be subject to acceleration pursuant to this Article Five. Any
Additional Interest in respect of the Debentures shall be payable in the same manner
and on the same dates as the stated interest payable on the Debentures, beginning on
the first Interest Payment Date following the date on which Additional Interest
begins to accrue on the Debentures. This paragraph shall not affect the rights of
Holders of Debentures in the event of the occurrence of any other Event of Default,
including their right to seek acceleration or specific performance. In the event the
Company does not elect to pay Additional Interest in accordance with this paragraph,
the Debentures shall be subject to acceleration as otherwise provided for in this
Article Five. All references to interest herein include Additional Interest if any
is payable on the Debentures. To elect to pay Additional Interest pursuant to this
paragraph, the Company must (i) notify all



10









 







Holders of Debentures and the Trustee and Paying Agent of such election and
(ii) pay Additional Interest on each Interest Payment Date as of which any
Additional Interest is accrued and unpaid, to the Persons in whose names the
Debentures are registered at the close of business on the Regular Record Date next
preceding such Interest Payment Date.”



     Section 3.07. Reports by Company. Section 703 of the Base Indenture is hereby
amended, subject to Section 3.01 hereof, and with respect to the Debentures only, by restating
clause (1) thereof in its entirety to read as follows:




“file with the Trustee, within 30 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing as
the Commission may by rules and regulations prescribe) which the Company files with
the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934; or, if the Company is not required to file information, documents or
reports pursuant to either of such Sections, then it will file information,
documents or reports, if any, as required by the provisions of Section 314(a) of the
Trust Indenture Act with the Trustee, and it will also file with the Commission
information, documents or reports in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to
Section 13 of the Securities Exchange Act of 1934 in respect of a security listed
and registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations; provided that to the extent any such
information, documents and reports are filed by the Company electronically on the
Commission’s Electronic Data Gathering and Retrieval System (or any successor
system), such information, documents and reports shall be deemed delivered to the
Trustee at the time of the filing;”



     Section 3.08. Debentureholder Lists. Article Seven of the Base Indenture is hereby
amended, subject to Section 3.01 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, 2008, and at such other
times as the Trustee may 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



11









 







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) hereof 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 3.09. Supplemental Indentures with Consent of Holders. Section 902 of the
Base Indenture is hereby amended, subject to Section 3.01 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 hereof) 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 change 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 this Indenture or the Debentures, 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,
subject to the terms set forth hereof, including Section 4.06 of the Fifth
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
hereof, each as amended by this Fifth Supplemental Indenture, except to increase



12









 







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 hereof, in
each case, without the consent of the Holder of each Debenture so affected.




     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 3.10. Payment of Principal and Interest. Section 1001 of the Base Indenture
is hereby amended and restated in its entirety, subject to Section 3.01 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 V of the Fifth
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.”



ARTICLE IV




CONVERSION OF DEBENTURES




     Section 4.01. 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), 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 compliance with Section 4.02 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 5.05(a) hereof or repurchase
pursuant to Section 5.06 hereof may be converted only if such Holder withdraws its election
in accordance with Section 5.05(b) or Section 5.08 hereof, respectively.



13









 





     Section 4.02. 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, which shall be irrevocable, 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.”



     In the case of a Global Debenture, 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. The Person in whose name a Debenture that is tendered for conversion is
registered shall be deemed to be a shareholder of record at the close of business on the applicable
Conversion Date. Notwithstanding the foregoing, in no event shall a Holder be entitled to the
benefit of a Conversion Rate Adjustment in respect of Debentures surrendered for conversion if, by
virtue of being deemed the shareholder of record of the shares of Common Stock issuable upon such
conversion pursuant to the foregoing sentence, such Holder participates, as a result of being such
shareholder of record, in the transaction or event that would otherwise give rise to such
Conversion Rate Adjustment to the same extent and in the same manner as holders of shares of Common
Stock generally.



     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 IV. 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.



     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



14









 







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 (1) if 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) in connection with a conversion
following the Regular Record Date preceding the Final Maturity Date, (3) if the Company has
specified a Designated Event Repurchase Date 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 or (4) if any overdue interest exists on the
Conversion Date with respect to the Debentures converted, but only to the extent of such overdue
interest.



     The Company shall deliver all consideration due upon conversion of any Debenture on the third
Business Day following the Conversion Date applicable to such Debenture; provided that if any
calculation required in order to determine the number of deliverable shares of Common Stock will
not be available to the Company on the Conversion Date, such delivery shall be made on the third
Business Day after which the relevant data becomes available to the Company.



     Section 4.03. 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 4.03, the “current market price” of a share of Common Stock shall
be the Closing Sale Price of the Common Stock on the last Trading Day immediately preceding the day
on which the Debentures (or specified portions thereof) are deemed to have been converted.



     Section 4.04. Conversion Rate. Each $1,000 principal amount of the Debentures shall
be initially convertible into 204.6036 shares of Common Stock (herein called the “Conversion
Rate”), subject to adjustment as provided in this Article IV.



     Section 4.05. Conversion Rate Adjustment. The Conversion Rate shall be adjusted from
time to time by the Company as follows:




     (a) If the Company issues Common Stock as a dividend or distribution on Common Stock to
all holders of Common Stock, or if the Company effects a share split or share combination,
the Conversion Rate shall be adjusted based on the following formula:




     CR1 = CR0 x OS1/OS0



15









 






     where




     CR0 = the Conversion Rate in effect immediately prior to the adjustment relating to
such event;




     CR1 = the new Conversion Rate in effect taking such event into account;




     OS0 = the number of shares of Common Stock outstanding immediately prior to such
event; and




     OS1 = the number of shares of Common Stock outstanding immediately after such event.




Any adjustment made pursuant to this Section 4.05(a) shall become effective at the opening
of business on the date that is immediately after (x) the date fixed for the determination
of shareholders entitled to receive such dividend or other distribution or (y) the date on
which such split or combination becomes effective, as applicable. If any dividend or
distribution that is the subject of this Section 4.05(a) is declared but not so paid or
made, the new Conversion Rate shall be readjusted, as of the date that is the earlier of the
public announcement of non-payment or the date the dividend was to be paid, to the
Conversion Rate that would then be in effect if such dividend or distribution had not been
declared.




     (b) If the Company issues to all holders of Common Stock any rights, warrants, options
or other securities entitling them for a period of not more than 45 days after the date of
issuance thereof to subscribe for or purchase shares of Common Stock, or if the Company
issues to all holders of Common Stock securities convertible into Common Stock for a period
of not more than 45 days after the date of issuance thereof, in either case at an exercise
price per share of Common Stock or a conversion price per share of Common Stock less than
the Closing Sale Price of the Common Stock on the Business Day immediately preceding the
time of announcement of such issuance, the Conversion Rate shall be adjusted based on the
following formula:




     CR1 = CR0 x (OS0+X)/(OS0+Y)




     where




     CR0 = the Conversion Rate in effect immediately prior to the adjustment relating to
such event;




     CR1 = the new Conversion Rate taking such event into account;




     OS0 = the number of shares of Common Stock outstanding immediately prior to such event;




     X = the total number of shares of Common Stock issuable pursuant to such rights,
warrants, options, other securities or convertible securities; and



16









 







     Y = the number of shares of Common Stock equal to the quotient of (A) the aggregate
price payable to exercise such rights, warrants, options, other securities or convertible
securities and (B) the average of the Closing Sale Prices of the Common Stock for the 10
consecutive Trading Days prior to the Business Day immediately preceding the date of
announcement for the issuance of such rights, warrants, options, other securities or
convertible securities.




     For purposes of this Section 4.05(b), in determining whether any rights, warrants,
options, other securities or convertible securities entitle the holders to subscribe for or
purchase, or exercise a conversion right for, Common Stock at less than the applicable
Closing Sale Price of the Common Stock, and in determining the aggregate exercise or
Conversion Price payable for such Common Stock, there shall be taken into account any
consideration received by the Company for such rights, warrants, options, other securities
or convertible securities and any amount payable on exercise or conversion thereof, with the
value of such consideration, if other than cash, to be determined by the Board of Directors
of the Company. Any adjustment made pursuant to this Section 4.05(b) shall become effective
at the opening of business on the date that is immediately after the date fixed for the
determination of shareholders entitled to receive such rights, warrants, options, other
securities or convertible securities. If any right, warrant, option, other security or
convertible security that is the subject of this Section 4.05(b) is not exercised or
converted prior to the expiration of the exercisability or convertibility thereof, the new
Conversion Rate shall be readjusted, as of such expiration date, to the Conversion Rate that
would then be in effect if such right, warrant, option, other security or convertible
security had not been so issued.




     (c) (i) If the Company distributes capital stock, evidences of indebtedness or other
assets or property of the Company to all holders of Common Stock, excluding:




     (A) dividends, distributions, rights, warrants, options, other securities or
convertible securities referred to in Section 4.05(a) or (b) above,




     (B) dividends or distributions paid exclusively in cash referred to in Section
4.05(d) below, and




     (C) Spin-Offs,




     then the Conversion Rate shall be adjusted based on the following formula:




     CR1 = CR0 x SP0/(SP0-FMV)




     where




     CR0 = the Conversion Rate in effect immediately prior to the adjustment relating to
such event;




     CR1 = the new Conversion Rate taking such event into account;



17









 






     SP0 = the average of the Closing Sale Prices of the Common Stock over the 10
consecutive Trading Days ending on the Trading Day immediately preceding the Ex-dividend
Date for such distribution; and




     FMV = the fair market value (as determined in good faith by the Board of Directors of
the Company) of the capital stock, evidences of indebtedness, assets or property distributed
with respect to each outstanding share of Common Stock on the Ex-dividend Date for such
distribution.




     An adjustment to the Conversion Rate made pursuant to this Section 4.05(c)(i) shall be made
successively whenever any such distribution is made and shall become effective on the Record
Date for such distribution.




     (ii) If the Company distributes to all holders of Common Stock capital stock of any
class or series, or similar equity interest, of or relating to a subsidiary or other
business unit of the Company (a “Spin-Off”), the Conversion Rate in effect
immediately before the close of business on the date fixed for determination of holders of
Common Stock entitled to receive such distribution shall be adjusted based on the following
formula:




     CR1 = CR0 x (FMV0+MP0)/MP0




     where




     CR0 = the Conversion Rate in effect immediately prior to the adjustment relating to
such event;




     CR1 = the new Conversion Rate taking such event into account;




     FMV0 = the average of the Closing Sale Prices of the capital stock or similar equity
interest distributed to holders of Common Stock applicable to one share of Common Stock over
the first 10 consecutive Trading Days after the effective date of the Spin-Off; and




     MP0 = the average of the Closing Sale Prices of the Common Stock over the first 10
consecutive Trading Days after the effective date of the Spin-Off.




An adjustment to the Conversion Rate made pursuant to this Section 4.05(c)(ii) shall be made
successively whenever any such distribution is made and shall become effective as of the
opening of business on the day after the date fixed for determination of holders of the
Common Stock entitled to receive such distribution in the Spin-Off. The Company shall not
be required to calculate the Conversion Rate Adjustment relating to any Spin-Off until the
third Business Day following the 10 consecutive Trading Day period referred to above.




     If any dividend or distribution that is the subject of this Section 4.05(c) is declared
but not paid or made, the new Conversion Rate shall be readjusted to be the Conversion Rate
that would then be in effect if such dividend or distribution had not been declared.



18









 






     (d) If the Company pays or makes any dividend or distribution consisting exclusively of
cash to all holders of Common Stock, the Conversion Rate shall be adjusted based on the
following formula:




     CR1 = CR0 x (SP0)/(SP0-C)




     where




     CR0 = the Conversion Rate in effect immediately prior to the adjustment relating to
such event;




     CR1 = the new Conversion Rate taking such event into account;




     SP0 = the average of the Closing Sale Prices of the Common Stock over the 10
consecutive Trading Days ending on the Trading Day immediately preceding the Ex-dividend
Date for such distribution;




     C = the amount in cash per share of Common Stock that the Company distributes to
holders of Common Stock.




An adjustment to the Conversion Rate made pursuant to this Section 4.05(d) shall
become effective at the opening of business on the Ex-dividend Date for such
dividend or distribution. If any dividend or distribution that is the subject of
this Section 4.05(d) is declared but not so paid or made, the new Conversion Rate
shall be readjusted, as of the date that is the earlier of the public announcement
of non-payment or the date the dividend was to be paid, to the Conversion Rate that
would then be in effect if such dividend or distribution had not been declared.




     (e) If the Company or any of its subsidiaries makes a payment in respect of a tender
offer or exchange offer for Common Stock to the extent that the cash and value of any other
consideration included in the payment per share of Common Stock exceeds the Closing Sale
Price of the Common Stock on the Trading Day next succeeding the last date on which tenders
or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”),
the Conversion Rate shall be adjusted based on the following formula:




     CR1 = CR0 x (AC + (SP1 x OS1))/(SP1 x OS0)




     where




     CR0 = the Conversion Rate in effect immediately prior to the adjustment relating to
such event;




     CR1 = the new Conversion Rate taking such event into account;




     AC = the aggregate value of all cash and any other consideration (as determined by the
Board of Directors of the Company) paid or payable for Common Stock purchased in such tender
or exchange offer;



19









 






     OS0 = v the number of shares of Common Stock outstanding immediately prior to the time
(the “Expiration Time”) such tender or exchange offer expires (prior to giving
effect to the purchase or exchange of shares pursuant to such tender or exchange offer);




     OS1 = the number of shares of Common Stock outstanding immediately after the Expiration
Time (after giving effect to the purchase or exchange of shares pursuant to such tender or
exchange offer); and




     SP1 = the average of the Closing Sale Prices of Common Stock for the 10 consecutive
Trading Days commencing on the Trading Day next succeeding the date such tender or exchange
offer expires.




If the application of the foregoing formula would result in a decrease in the Conversion
Rate, no adjustment to the Conversion Rate will be made.




     Any adjustment to the Conversion Rate made pursuant to this Section 4.05(e) shall
become effective upon the opening of business on the day immediately following the date on
which such tender or exchange offer expires. If the Company or one of its subsidiaries is
obligated to purchase Common Stock pursuant to any such tender or exchange offer but the
Company or the relevant subsidiary is permanently prevented by applicable law from effecting
any such purchase or all such purchases are rescinded, the new Conversion Rate shall be
readjusted to be the Conversion Rate that would be in effect if such tender or exchange
offer had not been made.




     (f) If the Company has in effect a rights plan while any Debentures remain outstanding,
Holders shall receive, upon a conversion of Debentures, in addition to such shares of Common
Stock, rights under the Company’s shareholder rights agreement unless, prior to conversion,
the rights have expired, terminated or been redeemed or unless the rights have separated
from the Common Stock. If the rights provided for in the rights plan adopted by the Company
have separated from the Common Stock in accordance with the provisions of the applicable
shareholder rights agreement so that Holders would not be entitled to receive any rights in
respect of Common Stock, if any, that the Company is required to deliver upon conversion of
Debentures, the Conversion Rate shall be adjusted at the time of separation as if the
Company had distributed to all holders of Common Stock capital stock, evidences of
indebtedness or other assets or property pursuant to Section 4.05(c) above, subject to
readjustment upon the subsequent expiration, termination or redemption of the rights.




     (g) For purposes of this Section 4.05, 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 shall not pay any dividend or make any distribution on shares of
Common Stock held in the treasury of the Company.




     (h) The Company shall be permitted, to the extent permitted by law and the rules of The
Nasdaq Global Select Market or any other securities exchange on which the Common Stock is
then listed, to increase the Conversion Rate of the Debentures by any



20









 







amount for a period of at least 20 Business Days if the Company’s Board of Directors
determines that such increase would be in the Company’s best interest. If the Company makes
a determination to increase the Conversion Rate, it shall be conclusive and the Company
shall notify the Holders of the Debentures and the Trustee of the increased Conversion Rate
and the period during which it shall be in effect at least 15 days prior to the date the
increased Conversion Rate takes effect, in accordance with applicable law. The Company may
also, but is not required to, increase the Conversion Rate to avoid or diminish income tax
to holders of the Common Stock or rights to purchase shares of the Common Stock in
connection with a dividend or distribution of shares of Common Stock or rights to acquire
            shares of Common Stock or similar events.




     (i) The Company shall not take any action that would result in an adjustment pursuant
to the above provisions without complying with the shareholder approval rules of The Nasdaq
Global Select Market, including Market Rule 4350 (which requires shareholder approval of
certain issuances of stock), if applicable, or any similar shareholder approval rules of any
stock exchange on which the Common Stock is listed at the relevant time.




     (j) The Company shall not be required to make any adjustment to the Conversion Rate in
accordance with the provisions of this Section 4.05 if Holders of the Debentures are
permitted to participate, on an as-converted basis, in the relevant transaction that would
otherwise require such adjustment (assuming for this purpose that each $1,000 principal
amount of Debentures were convertible solely into a number of shares of Common Stock equal
to the Conversion Rate).




     (k) No adjustment in the Conversion Price shall be required to be made unless such
adjustment would result in an increase or decrease of at least 1% of the Conversion Price;
provided that an adjustment not made pursuant to the foregoing clause shall be
carried forward and taken into account in any future adjustment; provided further
that all required calculations shall be made to the nearest cent or 1/1,000th of a share, as
the case may be. Notwithstanding the foregoing, all adjustments not made previously shall be
carried forward and taken into account in any future adjustment.




     (l) Notwithstanding anything to the contrary contained herein, in addition to the other
events set forth herein on account of which no adjustment to the Conversion Rate shall be
made, the applicable Conversion Rate shall not be adjusted for: (i) the issuance of any
Common Stock pursuant to any present or future plan providing for the reinvestment of
dividends or interest payable on securities of the Company and the investment of additional
optional amounts in Common Stock under any plan; (ii) the issuance of any shares of Common
Stock or options or rights to purchase those shares pursuant to any present or future
employee, director or consultant benefit plan, employee agreement or arrangement or program
of the Company; (iii) the issuance of any shares of Common Stock pursuant to any option,
warrant, right, or exercisable, exchangeable or convertible security outstanding as of the
date the Debentures were first issued; (iv) a change in the par value of the Common Stock;
(v) accumulated and unpaid dividends or distributions; or (vi) as a result of a tender offer
solely to holders of fewer than 100 shares of Common Stock.



21









 






     (m) 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.



     Section 4.06. Effect of Reclassification, Consolidation, Merger or Sale. In the case
of the following events (each, a “Business Combination”):




     (a) any recapitalization, reclassification or change of the Common Stock, other than
(A) a change in par value, or from par value to no par value, or from no par value to par
value, or (B) as a result of a subdivision or a combination,




     (b) any consolidation, merger or combination involving the Company,




     (c) any sale, lease or other transfer to a third party of all or substantially all of
the consolidated assets of the Company and its Subsidiaries, or




     (d) any statutory share exchange,


in each case as a result of which holders of Common Stock are entitled to receive stock, other
securities, other property or assets (including cash or any combination thereof) with respect to or
in exchange for Common Stock (the “Reference Property”), the Company or the successor or
purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture
(which shall comply with the Trust Indenture Act as in force at the date of execution of such
supplemental indenture if such supplemental indenture is then required to so comply) providing that
from and after the effective date of such Business Combination, upon conversion of Debentures,
Holders will be entitled to receive the kind and amount of shares of stock, other securities or
other property or assets (including cash or any combination thereof) that they would have received
had they converted their Debentures immediately prior to such Business Combination. For purposes of
the foregoing, where a Business Combination involves a transaction that causes the Common Stock to
be converted into the right to receive more than a single type of consideration based upon any form
of shareholder election, such consideration will be deemed to be the weighted average of the types
and amounts of consideration received by the holders of Common Stock that affirmatively make such
an election.




     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



22









 







Debentures, within twenty (20) days after execution thereof. Failure to deliver such notice
shall not affect the legality or validity of such supplemental indenture.



     The Company shall not become a party to any Business Combination unless its terms are
materially consistent with the provisions of this Section 4.06.



     None of the provisions of this Section 4.06 shall affect the right of a Holder of Debentures
to convert its Debentures in accordance with the provisions of this Article 4 prior to the
effective date of a Business Combination.



     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 4.06 applies to any event or occurrence, Section 4.05 hereof shall not apply
to such event or occurrence.



     Throughout Article 4, if the Common Stock has been replaced by Reference Property as a result
of any Business Combination, references to the Common Stock are intended to refer to such Reference
Property.



     Section 4.07. 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 4.08. 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.



     The Company will not take 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 until the Company has
taken 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.



23









 





     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 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 Global Select 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 4.09. 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 IV, 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 IV.
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 4.06 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 4.06 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.



24









 





     Section 4.10. 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 4.05; or




     (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
shareholders 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 4.11. Rights Issued in Respect of Common Stock Issued Upon Conversion. Each
share of Common Stock issued upon conversion of Debentures pursuant to this Article IV 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 if 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 IV there shall not be any adjustment to the
conversion privilege or Conversion Rate as a result of the issuance of Rights, but an




25












 




adjustment to the Conversion Rate shall be made with respect to Debentures then outstanding
pursuant to Section 4.05(b) hereof (to the extent required thereby) upon the separation of the
Rights from the Common Stock.




     Section 4.12. Additional Shares.




     (a) Subject to the provisions hereof, if a Holder elects to convert its Debentures in
connection with a Fundamental Change that occurs prior to October 15, 2016, the Company will
issue, in addition to shares of the Common Stock otherwise deliverable 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 4.12(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”). A conversion shall be deemed made “in connection with”
a Fundamental Change for purposes of this Section 4.12 if the related Conversion Date occurs
on or after the Effective Date and prior to the close of business on the Business Day prior
to the Designated Event Repurchase Date as defined in Section 5.05.




     (b) The Stock Prices set forth in the first row of the table in Section 4.12(b) below
shall be adjusted as of any date on which the Conversion Rate is adjusted pursuant to
Section 4.05(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 shall be adjusted in the same manner and for the same events as the
Conversion Rate is adjusted as set forth in Section 4.05 hereof. The following table sets forth
the Stock Price and number of Additional Shares issuable per $1,000 principal amount of Debentures:




Stock Price




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Effective	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	$4.25	 	$4.50	 	$5.00	 	$6.00	 	$7.00	 	$8.00	 	$10.00	 	$12.50	 	$15.00	 	$20.00	 	$25.00	 	$30.00	 	$40.00	 	$50.00
	June 9, 2009 
	 	 	30.6905	 	 	 	28.9855	 	 	 	26.0869	 	 	 	21.7391	 	 	 	18.6335	 	 	 	16.3043	 	 	 	13.0435	 	 	 	10.4348	 	 	 	8.6956	 	 	 	6.5217	 	 	 	4.7836	 	 	 	3.6000	 	 	 	2.1927	 	 	 	1.4133	 
	October 15,
2010 
	 	 	30.6905	 	 	 	28.9855	 	 	 	26.0869	 	 	 	21.7391	 	 	 	18.6335	 	 	 	16.3043	 	 	 	13.0435	 	 	 	10.4348	 	 	 	8.6956	 	 	 	6.4163	 	 	 	4.6562	 	 	 	3.5111	 	 	 	2.1413	 	 	 	1.3781	 
	October 15,
2011 
	 	 	30.6905	 	 	 	28.9855	 	 	 	26.0869	 	 	 	21.7391	 	 	 	18.6335	 	 	 	16.3043	 	 	 	13.0435	 	 	 	10.4348	 	 	 	8.6956	 	 	 	6.1493	 	 	 	4.4836	 	 	 	3.3935	 	 	 	2.0788	 	 	 	1.3402	 
	October 15, 2012 
	 	 	30.6905	 	 	 	28.9855	 	 	 	26.0869	 	 	 	21.7391	 	 	 	18.6335	 	 	 	16.3043	 	 	 	13.0435	 	 	 	10.2915	 	 	 	8.2512	 	 	 	5.7085	 	 	 	4.1916	 	 	 	3.1928	 	 	 	1.9728	 	 	 	1.2790	 






26









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Effective	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	$4.25	 	$4.50	 	$5.00	 	$6.00	 	$7.00	 	$8.00	 	$10.00	 	$12.50	 	$15.00	 	$20.00	 	$25.00	 	$30.00	 	$40.00	 	$50.00
	October 15, 2013 
	 	 	30.6905	 	 	 	28.9855	 	 	 	25.8678	 	 	 	20.6542	 	 	 	17.2472	 	 	 	14.8104	 	 	 	11.4976	 	 	 	8.8874	 	 	 	7.1576	 	 	 	4.9990	 	 	 	3.7063	 	 	 	2.8479	 	 	 	1.7877	 	 	 	1.1718	 
	October 15, 2014
	 	 	30.6905	 	 	 	25.5920	 	 	 	21.3442	 	 	 	16.2701	 	 	 	13.3426	 	 	 	11.3880	 	 	 	8.8336	 	 	 	6.8525	 	 	 	5.5432	 	 	 	3.9087	 	 	 	2.9284	 	 	 	2.2751	 	 	 	1.4604	 	 	 	0.9769	 
	October 15, 2015
	 	 	30.6905	 	 	 	21.1625	 	 	 	15.4335	 	 	 	10.0594	 	 	 	7.8267	 	 	 	6.6007	 	 	 	5.1250	 	 	 	3.9935	 	 	 	3.2442	 	 	 	2.3081	 	 	 	1.7462	 	 	 	1.3717	 	 	 	0.9036	 	 	 	0.6229	 
	October 15, 2016
	 	 	30.6905	 	 	 	17.6186	 	 	 	0.0000	 	 	 	0.0000	 	 	 	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
shall 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) in excess of $50.00 per share (subject to adjustment), no
Additional Shares will be issued upon conversion; or




     (C) less than $4.25 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 issuable upon
conversion of the Debentures as a result of the issuance of Additional Shares pursuant to this
section exceed 235.2941 per $1,000 principal amount of Debentures, subject to adjustment in the
same manner and for the same event as the Conversion Rate may be adjusted as set forth in Section
4.05 hereof.




ARTICLE V




REDEMPTION AND REPURCHASE OF DEBENTURES




     Section 5.01. Redemption of Debentures at the Option of the Company. Except as
otherwise provided in Section 5.05 hereof, the Company may not redeem any Debentures prior to
October 15, 2016. At any time on or after October 15, 2016, 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 5.02 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 such Redemption 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 preceding Regular Record Date
instead of the Holders surrendering the Debentures for redemption on such date.



27









 





     Section 5.02. 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 5.01 hereof, it shall fix a date for redemption (each, a
“Redemption Date”) and it or, at its written request received by the Trustee 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) the method of calculating the number of shares to be delivered to the Holder upon
conversion pursuant to Article 5 of this Fifth 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 Fifth 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 5.02, 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 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



28









 







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 5.02 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 5.01 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 5.03. Payment of Debentures Called for Redemption by the Company. If notice
of redemption has been given as provided in Section 5.02, 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 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



29









 




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 3.02 hereof) and such Debenture shall remain convertible into
Common Stock until the principal and interest shall have been paid or duly provided for.



     Section 5.04. 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 V, 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 IV) 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 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.



30









 





     Section 5.05. 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 5.05(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 effective date 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 the notice described in
this sentence, 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 effective date of the Designated Event or post on its website 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 5.02 (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 5.05.



     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 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”),



31









 




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 5.05.




     (c) For a Debenture to be so repurchased at the option of the Holder pursuant to this
Section 5.05, (i) the Company must receive at the office or agency of the Company
maintained for that purpose pursuant to Section 2.01 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 5.05 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 5.05, 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 5.05 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 5.05 shall have the right to withdraw such
election at any time prior to the close of business on the Business Day immediately preceding the
Designated Event Repurchase Date by means of a written notice of withdrawal delivered to the
Corporate Trust Office of the Trustee in The City of New York (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:



32









 






     (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) such Debentures will cease to be
outstanding, (ii) interest on such 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) The Company shall 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 5.06. 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



33









 




at the option of the Holder on October 15, 2016, October 15, 2021, October 15, 2026, October
15, 2031 and October 15, 2036 (each, a “Repurchase Date”), at a purchase price of 100% of
the principal amount, subject to the provisions of Section 5.07 hereof. On the relevant Purchase
Date, the Company shall pay accrued and unpaid interest on such repurchased Debentures to, but
excluding, the relevant Repurchase Date to the Holder from whom such Debentures are purchased;
provided that if such 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 purchase on such date. Repurchases of Debentures under this
Section 5.06 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 5.06 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 5.06, 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 5.06 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
5.06 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 5.08 hereof.



     Accrued and unpaid interest will be paid up to, but excluding, the repurchase date to the
record holder of the relevant debentures on the close of business on the corresponding record date;
unless such repurchase date falls after a regular record date and on or prior to the



34









 




corresponding interest payment date, in which case the full amount of accrued and unpaid
interest will be paid on such interest payment date to the holder of record at the close of
business on the corresponding regular record date.




     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 5.07. 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 5.07(b) in the Company Repurchase Notice, and




     (ii) whether the Company desires the Trustee to give the Company Repurchase Notice
required by Section 5.07(b).




     (b) 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 at their addresses shown
in the Security Register and, as required by applicable law, to beneficial owners of the
Debentures (with a copy to the Trustee) not less than 20 Business Days prior to such
Repurchase Date (the “Company Repurchase Notice Date”) setting forth information
specified in this Section 5.07(b) (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;




     (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 Fifth Supplemental Indenture; and




     (6) state the CUSIP number of the Debentures.



35









 




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.





     (c) 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 5.08. Effect of Repurchase Notice. Upon receipt by the Trustee (or other
Paying Agent appointed by the Company) of the Repurchase Notice specified in Section 5.06 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 The City of New York (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 5.06)
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 5.06. Debentures in respect
of which a Repurchase Notice has been given by the Holder thereof may not be converted pursuant to
Article IV 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 The City of New York (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 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 5.09. 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



36









 







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 5.08
hereof, upon delivery of the Debentures.



     Section 5.10. 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 5.11. 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 5.09 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 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 VI




MISCELLANEOUS PROVISIONS




     Section 6.01. Integral Part. This Fifth Supplemental Indenture constitutes an
integral part of the Base Indenture with respect to the Debentures only as provided in Section
3.01 hereof.



     Section 6.02. Adoption, Ratification and Confirmation. The Base Indenture, as
supplemented and amended by this Fifth Supplemental Indenture, is in all respects hereby adopted,
ratified and confirmed, and this Fifth 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
Fifth Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of the
Base Indenture to the extent the Indenture is inconsistent herewith.



37









 





     Section 6.03. Counterparts. This Fifth 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 6.04. Governing Law. THIS FIFTH 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 6.05. Conflict of Any Provision of Indenture with Trust Indenture Act of
1939. If and to the extent that any provision of this Fifth 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 6.06. Effect of Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.



     Section 6.07. Severability of Provisions. In case any provision in this Fifth
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 6.08. Successors and Assigns. All covenants and agreements in this Fifth
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 6.09. Benefit of Supplemental Indenture. Nothing in this Fifth 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
Fifth Supplemental Indenture.



     Section 6.10. Acceptance by Trustee. The Trustee accepts the amendments to the
Indenture effected by this Fifth 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 Fifth
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 Fifth Supplemental Indenture and the Trustee makes no
representation with respect thereto.



38









 





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



	 	 	 	 	 
	 	JETBLUE AIRWAYS CORPORATION,

as Issuer

 	 
	 	By:  	/s/ Mark D. Powers	 
	 	 	Name:  	Mark D. Powers	 
	 	 	Title:  	Senior Vice President and Treasurer	 
	 
	 	WILMINGTON TRUST COMPANY,

as Trustee

 	 
	 	By:  	/s/ Mary St. Amand	 
	 	 	Name:  	Mary St. Amand	 
	 	 	Title:  	Vice President	 
	 




39












 





ANNEX A



[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.] [1]




JETBLUE AIRWAYS CORPORATION




6.75% CONVERTIBLE DEBENTURE DUE 2039




			
	 
	 	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 ($      ) [as such amount may be adjusted on Schedule I hereto] [1] on October 15, 2039 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
April 15 and October 15 of each year, commencing October 15, 2009, on said principal sum at said
office or agency, in like coin or currency, at the rate per annum of 6.75%, 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 June 9, 2009 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 April 1 or October 1 (whether or
not a Business 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



[1] Include for Global Debentures Only.




A-1









 




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 6.75%, 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 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 Debentures 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




6.75% CONVERTIBLE DEBENTURE DUE 2039





     This Debenture is one of a duly authorized issue of a series of Securities of the Company,
designated as its 6.75% Convertible Debentures due 2039 (Series B) (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 Fifth Supplemental Indenture (the “Fifth
Supplemental Indenture”), dated as of June 9, 2009 (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 October 15, 2016 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 such Redemption Date
falls 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 Holders 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 their



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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 Designated Event
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
instead of to the Holders surrendering the Debenture for redemption on such 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 and post on its website 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
Effective date 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
purchase, at the option of the Holder, all or any portion of the Debentures held by such Holder on
October 15, 2016, October 15, 2021, October 15, 2026, October 15, 2031 and October 15, 2036, in
whole multiples of $1,000 at a repurchase price of 100% of the principal amount of such Debenture.
On the relevant Purchase Date, the Company shall pay accrued and unpaid interest on such
repurchased Debentures to, but excluding, the relevant Repurchase Date to the Holder from whom such
Debentures are purchased; provided that if such 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 purchase on such 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 204.6036 shares of
the 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



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for the Debentures on any Conversion Date shall be determined as set forth in the Indenture
and shall be adjusted as set forth in Article IV of the Fifth 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 Fifth Supplemental Indenture.



     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 June 9, 2009) 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), in exchange, and in satisfaction of the Company’s
obligations to pay 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 (1) if 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) in connection with a conversion following the Regular Record Date
preceding the Final Maturity Date, (3) if the Company has specified a Designated Event Repurchase
Date 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 or (4) if any overdue interest exists on the Conversion Date with respect to the
Debentures converted, but only to the extent of such overdue interest.



     Subject to the provisions of the Indenture, if a Holder elects to convert its Debentures in
connection with a Fundamental Change that occurs prior to October 15, 2016 the Company will issue,
in addition to shares of the Common Stock otherwise deliverable upon conversion of such Debentures,
an additional number of shares of Common Stock as set forth in the Indenture.



     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 irrevocable 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



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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) change 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, 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, subject to the terms set forth therein,
including Section 4.06 of the Fifth 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 Fifth 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.



     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 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.



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     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 held
against any incorporator, shareholder, 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 and not as tenants in
common
	 	under Uniform Gifts to Minors Act	 	 
	 

	 	 	 	 

(State)
	 	 






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




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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 in accordance with the terms
of the Indenture referred to in this Debenture, and directs that 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:





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	(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 effective date 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:



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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.



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




JETBLUE AIRWAYS CORPORATION

6.75% Convertible Debenture Due 2039 [2]




No.




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Authorized Signature
	 	 	 	 	Notation Explaining Principal	 	of Trustee
	Date	 	Principal Amount	 	Amount Recorded	 	or Custodian
	 	 	 	 	 	 	 







 




			
	[2]	 	 Include for Global Debentures only.






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