SECOND SUPPLEMENTAL INDENTURE

JETBLUE AIRWAYS CORPORATION

and

WILMINGTON TRUST COMPANY,

As Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of June 4, 2008

Supplemental to Indenture

Dated as of March 16, 2005

Creating a series of Securities

designated

5.50% Convertible Debentures due 2038 (Series A)

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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JETBLUE AIRWAYS CORPORATION

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of June 4, 2008, 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 5.50% Convertible Debentures due 2038 (Series A), in an initial aggregate principal amount of $100,625,000;

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

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

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the Company at the date of the Second 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.

“ Escrow Account ” means the escrow account provided for under the Pledge and Escrow Agreement.

“ Escrow Agent ” means Wilmington Trust Company, in its capacity as escrow agent under the Pledge and Escrow Agreement, and any permitted successors thereto.

“ 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 Second 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.

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

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

“ Pledge and Escrow Agreement ” means the Pledge and Escrow Agreement, dated as of June 4, 2008, between the Company and the Escrow Agent.

“ 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 1 ^st with respect to the Interest Payment Date on April 15 ^th and October 1 ^st with respect to the Interest Payment Date on October 15 ^th .

“ 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, 2008, April 15, 2009, October 15, 2009, April 15, 2010, October 15, 2010 and April 15, 2011.

“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

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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.

ARTICLE II

THE DEBENTURES

Section 2.01. Designation of Debentures; Establishment of Form.

(a) There shall be a series of Securities designated “5.50% Convertible Debentures due 2038 (Series A)” 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 Second 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 $100,625,000 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.

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(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 5.50% 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 4, 2008, payable semiannually in arrears on each Interest Payment Date, to the Persons in whose names the Debentures are registered at the close of business on the Regular Record Date, as the case may be, next preceding such Interest Payment Date. Interest on the Debentures will be computed on the basis of a 360-day year comprised of twelve 30-day months. Each payment of cash interest on the Debentures shall include interest accrued through the day before the applicable Interest Payment Date, Redemption Date or Repurchase Date, as the case may be. Any payment required to be made on any day that is not a Business Day shall be made on the next succeeding Business Day.

Section 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 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, 2013 in accordance with the provisions set forth in the Debentures and the provisions of this Second 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 Second 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, 2038 (the “ Final Maturity Date ”).

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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 Second Supplemental Indenture, including, without limitation, Article V hereof.

Section 2.10. Pledge and Escrow Agreement . The Company shall maintain the Pledge and Escrow Agreement in full force and effect prior to its expiration in accordance with its terms, shall comply with the terms thereof and shall not amend the Pledge and Escrow Agreement in any manner adverse to the Holders of the Debentures without the consent of the Holder of each Debenture affected thereby. Simultaneously with the original issuance of the Debentures, the Company shall deliver to the Escrow Agent for deposit in the Escrow Account cash in the amount of $15,865,208.

ARTICLE III

AMENDMENTS TO THE BASE INDENTURE

Section 3.01. Provisions Applicable Only to Debentures . The provisions contained in this Second 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 Second Supplemental Indenture, (c) any Debentures or portions thereof surrendered for conversion pursuant to Article IV of the Second Supplemental Indenture, (d) any Debentures or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 5.05 of the Second Supplemental Indenture or (e) any Debentures or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 5.06 of the Second 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

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

Section 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 (x) for a period of ten Business Days, for any Interest Payment Date through April 15, 2011, or (y) for any Interest Payment Date thereafter 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;

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(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 Pledge and Escrow Agreement for the Debentures ceasing to be in full force and effect, or enforceable, prior to its expiration in accordance with its terms;

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

(A) commences a voluntary case,

(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

(h) 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

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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 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;”

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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 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

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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 Second 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 Second Supplemental Indenture, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Debenture so affected, or change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 1002 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 Second 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.”

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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.

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.

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.

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

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

Debentures or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date shall be accompanied by payment to the Company or its order, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date with respect to the principal amount of Debentures or portions thereof being surrendered for conversion; provided that no such payment need be made (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.

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Section 4.04. Conversion Rate . Each $1,000 principal amount of the Debentures shall be initially convertible into 220.6288 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

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 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)

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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

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 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, and

(C) Spin-Offs,

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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;

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.

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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 on the effective date of the Spin-Off.

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.

(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 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

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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;

OS0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires;

OS1 = the number of shares of Common Stock outstanding immediately after such tender or exchange offer expires (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 expiration of such tender or exchange offer. 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 sh