exv4w01



 





Exhibit 4.01




INTUIT INC.




AND




THE BANK OF NEW YORK TRUST COMPANY, N.A.




AS TRUSTEE




 






INDENTURE




DATED AS OF MARCH 7, 2007




 






SENIOR DEBT SECURITIES




 









 





TABLE OF CONTENTS




Page




ARTICLE 1

Definitions and Other Provisions of General Application




	 	 	 	 	 
	Section 1.01. Definitions

	 	 	1	 
	Section 1.02. Compliance Certificates and Opinions

	 	 	8	 
	Section 1.03. Form of Documents Delivered to Trustee

	 	 	8	 
	Section 1.04. Acts of Holders; Record Dates

	 	 	9	 
	Section 1.05. Notices, Etc., to Trustee and Company

	 	 	11	 
	Section 1.06. Notice to Holders; Waiver

	 	 	12	 
	Section 1.07. Conflict with Trust Indenture Act

	 	 	12	 
	Section 1.08. Effect of Headings and Table of Contents

	 	 	12	 
	Section 1.09. Successors and Assigns

	 	 	12	 
	Section 1.10. Separability Clause

	 	 	13	 
	Section 1.11. Benefits of Indenture

	 	 	13	 
	Section 1.12. Governing Law

	 	 	13	 
	Section 1.13. Legal Holidays

	 	 	13	 
	Section 1.14. Indenture and Securities Solely Corporate Obligations

	 	 	13	 
	Section 1.15. Force Majeure

	 	 	13	 






ARTICLE 2

Security Forms




	 	 	 	 	 
	Section 2.01. Forms Generally

	 	 	14	 
	Section 2.02. Form of Face of Security

	 	 	14	 
	Section 2.03. Form of Reverse of Security

	 	 	16	 
	Section 2.04. Form of Legend for Global Securities

	 	 	22	 
	Section 2.05. Form of Trustee’s Certificate of Authentication

	 	 	22	 
	Section 2.06. Form of Conversion Notice

	 	 	22	 






ARTICLE 3

The Securities




	 	 	 	 	 
	Section 3.01. Amount Unlimited; Issuable in Series

	 	 	24	 
	Section 3.02. Denominations

	 	 	26	 
	Section 3.03. Execution, Authentication, Delivery and Dating

	 	 	27	 
	Section 3.04. Temporary Securities

	 	 	28	 
	Section 3.05. Registration; Registration of Transfer and Exchange

	 	 	29	 
	Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities

	 	 	31	 
	Section 3.07. Payment of Interest; Interest Rights Preserved

	 	 	32	 
	Section 3.08. Persons Deemed Owners

	 	 	33	 
	Section 3.09. Cancellation

	 	 	33	 
	Section 3.10. Computation of Interest

	 	 	34	 






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ARTICLE 4

Satisfaction and Discharge




	 	 	 	 	 
	Section 4.01. Satisfaction and Discharge of Indenture

	 	 	34	 
	Section 4.02. Application of Trust Money

	 	 	35	 






ARTICLE 5

Remedies




	 	 	 	 	 
	Section 5.01. Events of Default

	 	 	35	 
	Section 5.02. Acceleration of Maturity; Rescission and Annulment

	 	 	36	 
	Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee

	 	 	37	 
	Section 5.04. Trustee May File Proofs of Claim

	 	 	38	 
	Section 5.05. Trustee May Enforce Claims Without Possession of Securities

	 	 	38	 
	Section 5.06. Application of Money Collected

	 	 	39	 
	Section 5.07. Limitation on Suits

	 	 	39	 
	Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert

	 	 	40	 
	Section 5.09. Restoration of Rights and Remedies

	 	 	40	 
	Section 5.10. Rights and Remedies Cumulative

	 	 	40	 
	Section 5.11. Delay or Omission Not Waiver

	 	 	40	 
	Section 5.12. Control by Holders

	 	 	40	 
	Section 5.13. Waiver of Past Defaults

	 	 	41	 
	Section 5.14. Undertaking for Costs

	 	 	41	 
	Section 5.15. Waiver of Usury, Stay or Extension Laws

	 	 	41	 






ARTICLE 6

The Trustee




	 	 	 	 	 
	Section 6.01. Certain Duties and Responsibilities

	 	 	42	 
	Section 6.02. Notice of Defaults

	 	 	42	 
	Section 6.03. Certain Rights of Trustee

	 	 	43	 
	Section 6.04. Not Responsible for Recitals or Issuance of Securities

	 	 	44	 
	Section 6.05. May Hold Securities and Act as Trustee Under Other Indentures

	 	 	44	 
	Section 6.06. Money Held in Trust

	 	 	44	 
	Section 6.07. Compensation and Reimbursement

	 	 	44	 
	Section 6.08. Conflicting Interests

	 	 	45	 
	Section 6.09. Corporate Trustee Required; Eligibility

	 	 	45	 
	Section 6.10. Resignation and Removal; Appointment of Successor

	 	 	46	 
	Section 6.11. Acceptance of Appointment by Successor

	 	 	47	 
	Section 6.12. Merger, Conversion, Consolidation or Succession to Business

	 	 	48	 
	Section 6.13. Preferential Collection of Claims Against Company

	 	 	49	 
	Section 6.14. Appointment of Authenticating Agent

	 	 	49	 






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ARTICLE 7

Holders’ Lists and Reports by Trustee and Company




	 	 	 	 	 
	Section 7.01. Company to Furnish Trustee Names and Addresses of Holders

	 	 	50	 
	Section 7.02. Preservation of Information; Communications to Holders

	 	 	51	 
	Section 7.03. Reports by Trustee

	 	 	51	 
	Section 7.04. Reports by Company

	 	 	51	 






ARTICLE 8

Consolidation, Merger, Conveyance, Transfer or Lease




	 	 	 	 	 
	Section 8.01. Company May Consolidate, Etc., Only on Certain Terms

	 	 	52	 
	Section 8.02. Successor Substituted

	 	 	53	 






ARTICLE 9

Supplemental Indentures




	 	 	 	 	 
	Section 9.01. Supplemental Indentures Without Consent of Holders

	 	 	53	 
	Section 9.02. Supplemental Indentures With Consent of Holders

	 	 	54	 
	Section 9.03. Execution of Supplemental Indentures

	 	 	56	 
	Section 9.04. Effect of Supplemental Indentures

	 	 	56	 
	Section 9.05. Conformity with Trust Indenture Act

	 	 	56	 
	Section 9.06. Reference in Securities to Supplemental Indentures

	 	 	56	 






ARTICLE 10

Covenants




	 	 	 	 	 
	Section 10.01. Payment of Principal, Premium and Interest

	 	 	56	 
	Section 10.02. Maintenance of Office or Agency

	 	 	56	 
	Section 10.03. Money for Securities Payments to Be Held in Trust

	 	 	57	 
	Section 10.04. Statement by Officers as to Default

	 	 	58	 
	Section 10.05. Existence

	 	 	59	 
	Section 10.06. Maintenance of Properties

	 	 	59	 
	Section 10.07. Payment of Taxes and Other Claims

	 	 	59	 
	Section 10.08. Waiver of Certain Covenants

	 	 	59	 






ARTICLE 11

Redemption of Securities




	 	 	 	 	 
	Section 11.01. Applicability of Article

	 	 	60	 
	Section 11.02. Election to Redeem; Notice to Trustee

	 	 	60	 
	Section 11.03. Selection by Trustee of Securities to Be Redeemed

	 	 	60	 
	Section 11.04. Notice of Redemption

	 	 	61	 
	Section 11.05. Deposit of Redemption Price

	 	 	62	 
	Section 11.06. Securities Payable on Redemption Date

	 	 	62	 
	Section 11.07. Securities Redeemed in Part

	 	 	62	 






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ARTICLE 12

Sinking Funds




	 	 	 	 	 
	Section 12.01. Applicability of Article

	 	 	63	 
	Section 12.02. Satisfaction of Sinking Fund Payments with Securities

	 	 	63	 
	Section 12.03. Redemption of Securities for Sinking Fund

	 	 	63	 






ARTICLE 13

Defeasance and Covenant Defeasance




	 	 	 	 	 
	Section 13.01. Company’s Option to Effect Defeasance or Covenant
Defeasance

	 	 	64	 
	Section 13.02. Defeasance and Discharge

	 	 	64	 
	Section 13.03. Covenant Defeasance

	 	 	64	 
	Section 13.04. Conditions to Defeasance or Covenant Defeasance

	 	 	65	 
	Section 13.05. Deposited Money and U.S. Government Obligations to Be
Held in Trust; Miscellaneous Provisions

	 	 	67	 
	Section 13.06. Reinstatement

	 	 	67	 






ARTICLE 14

Conversion of Securities




	 	 	 	 	 
	Section 14.01. Applicability of Article

	 	 	68	 
	Section 14.02. Exercise of Conversion Privilege

	 	 	68	 
	Section 14.03. No Fractional Shares

	 	 	69	 
	Section 14.04. Adjustment of Conversion Price

	 	 	70	 
	Section 14.05. Notice of Certain Corporate Actions

	 	 	70	 
	Section 14.06. Reservation of Shares of Common Stock

	 	 	71	 
	Section 14.07. Payment of Certain Taxes Upon Conversion

	 	 	71	 
	Section 14.08. Nonassessability

	 	 	72	 
	Section 14.09. Provision in Case of Consolidation, Merger or Sale of Assets

	 	 	72	 
	Section 14.10. Duties of Trustee Regarding Conversion

	 	 	73	 
	Section 14.11. Repayment of Certain Funds Upon Conversion

	 	 	73	 






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CROSS-REFERENCE TABLE



Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the
Trust Indenture Act of 1939:




	 	 	 	 	 
	Trust Indenture Act Section:	 	Indenture Section:
	310(a)(1)
	 	 	6.09	 
	(a)(2)
	 	 	6.09	 
	(a)(3)
	 	 	N.A.	 
	(a)(4)
	 	 	N.A.	 
	(b)
	 	 	6.08, 6.10	 
	(c)
	 	 	N.A.	 
	311(a)
	 	 	6.13	 
	(b)
	 	 	6.13	 
	(c)
	 	 	N.A.	 
	312(a)
	 	 	7.01, 7.02	 
	(b)
	 	 	7.02	 
	(c)
	 	 	7.02	 
	313(a)
	 	 	7.03	 
	(b)
	 	 	7.03	 
	(c)
	 	 	7.03	 
	(d)
	 	 	7.03	 
	314(a)
	 	 	7.04	 
	(a)(4)
	 	 	1.02, 10.04	 
	(b)
	 	 	N.A.	 
	(c)(1)
	 	 	1.02	 
	(c)(2)
	 	 	1.02	 
	(c)(3)
	 	 	N.A.	 
	(d)
	 	 	N.A.	 
	(e)
	 	 	1.02	 
	315(a)
	 	 	6.01, 6.03	 
	(b)
	 	 	6.02	 
	(c)
	 	 	6.01	 
	(d)
	 	 	6.03	 
	(e)
	 	 	5.14	 
	316(a)
	 	 	1.01	 
	(a)(1)(A)
	 	 	5.12	 
	(a)(1)(B)
	 	 	5.13	 
	(a)(2)
	 	 	N.A.	 
	(b)
	 	 	5.08	 
	(c)
	 	 	1.04	 
	317(a)(1)
	 	 	5.03	 
	(a)(2)
	 	 	5.04	 
	(b)
	 	 	10.03	 
	318(a)
	 	 	1.07	 





NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.




N.A. means Not Applicable.




v









 





     INDENTURE, dated as of March 7, 2007, between Intuit Inc., a corporation duly organized
and existing under the State of Delaware (herein called the “Company”), having its principal
executive office at 2700 Coast Avenue, Mountain View, California 94043, and The Bank of New York
Trust Company, N.A., a national banking association duly organized and existing under the laws of
the United States of America, as Trustee (herein called the “Trustee”).



RECITALS OF THE COMPANY




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured debentures, notes or other evidences of
indebtedness (herein called the “Securities”), to be issued in one or more series as provided in
this Indenture.



     All things necessary to make this Indenture a valid agreement of the Company, in accordance
with its terms, have been done.



NOW, THEREFORE, THIS INDENTURE WITNESSETH:




     For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of series thereof appertaining, as follows:



ARTICLE 1

Definitions and Other Provisions of General Application




     Section 1.01 . Definitions. For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:



     (a) the terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular;



     (b) all other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein;



     (c) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles, and, except as otherwise herein
expressly provided, the term “generally accepted accounting principles” with respect to any
computation required or permitted hereunder shall mean such accounting principles as are generally
accepted at the date of such computation;



1









 





     (d) unless the context otherwise requires, any reference to an “Article” or a
“Section” refers to an Article or a Section, as the case may be, of this Indenture; and



     (e) the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.



     “Act,” when used with respect to any Holder, has the meaning specified in Section 1.04.



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the
purposes of this definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.



     “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14
to act on behalf of the Trustee to authenticate Securities of one or more series.



     “Board of Directors” means either the board of directors of the Company or any duly authorized
committee of that board empowered to act for it with respect to this Indenture.



     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the Trustee.



     “Business Day,” when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of
Payment are authorized or obligated by law or executive order to close.



     “Commission” means the Securities and Exchange Commission, from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.



     “Common Stock” includes 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; provided,



2









 







however, subject to the provisions of Section 14.09, shares issuable upon
conversion of Securities shall include only shares of the class designated as Common Stock of the
Company at the date of this Indenture 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, further
that if at any time there shall be more than one such resulting class, the shares of each such
class then so issuable 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” means the corporation named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “Company” shall mean such successor Person.



     “Company Request” or “Company Order” means a written request or order signed in the name of
the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a Vice
President, and by its principal financial officer, its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.



     “Corporate Trust Office” means the corporate trust office of the Trustee at 700 S. Flower
Street, Suite 500, Los Angeles, California 90017, or such other office, designated by the Trustee
by written notice to the Company, at which at any particular time its corporate trust business
shall be administered.



     “corporation” means a corporation, association, company, joint-stock company or business
trust.



     “Covenant Defeasance” has the meaning specified in Section 13.03.



     “Defaulted Interest” has the meaning specified in Section 3.07.



     “Defeasance” has the meaning specified in Section 13.02.



     “Depositary” means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under the Exchange Act that
is designated to act as Depositary for such Securities as contemplated by Section 3.01.



     “Event of Default” has the meaning specified in Section 5.01.



     “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in
each case as amended from time to time.



3









 






     “Expiration Date” has the meaning specified in Section 1.04.



     “Global Security” means a Security that evidences all or part of the Securities of any series
and bears the legend set forth in Section 2.04 (or such legend as may be
specified as contemplated by Section 3.01 for such Securities).



     “Holder” means a Person in whose name a Security is registered in the Security Register.



     “Indenture” means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this instrument and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as contemplated by
Section 3.01; provided, however, that if at any time more than one Person is
acting as Trustee under this Indenture due to the appointment of one or more separate Trustees for
any one or more separate series of Securities, “Indenture” shall mean, with respect to such series
of Securities for which any such Person is Trustee, this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the terms of particular
series of Securities for which such Person is Trustee established as contemplated by Section 3.01,
exclusive, however, of any provisions or terms which relate solely to
other series of Securities for which such Person is not Trustee, regardless of when such terms or
provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more
indentures supplemental hereto executed and delivered after such person had become such Trustee,
but to which such person, as such Trustee, was not a party; provided, further that in the event
that this Indenture is supplemented or amended by one or more indentures supplemental hereto which
are only applicable to certain series of Securities, the term “Indenture” for a particular series
of Securities shall only include the supplemental indentures applicable thereto.



     “interest,” when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity.



     “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of
an installment of interest on such Security.



     “Investment Company Act” means the Investment Company Act of 1940 and any statute successor
thereto, in each case as amended from time to time.



4









 





     “Maturity,” when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.



     “Notice of Default” means a written notice of the kind specified in Section 5.01(d).



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice
Chairman of the Board, the President or a Vice President, and by the principal financial officer,
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to
Section 10.04 shall be the principal executive, financial or accounting
officer of the Company.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for, or an
employee of, the Company, and who shall be reasonably acceptable to the Trustee.



     “Original Issue Discount Security” means any Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.02.



     “Outstanding,” when used with respect to Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture, except: (1) Securities
theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (2) Securities
for whose payment or redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such
Securities; provided that, if such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made; (3) Securities as to which Defeasance has been effected pursuant to Section 13.02;
and (4) Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of
which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect of which there
shall have been presented to the Trustee proof satisfactory to it that such Securities are held by
a bona fide purchaser in whose hands such Securities are valid obligations of the Company;
provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand, authorization, direction,
notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an
Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the
principal thereof which would be due and payable as of such date upon acceleration of the Maturity
thereof to such date pursuant to



5









 







Section 5.02, (B) if, as of such date, the principal amount payable at
the Stated Maturity of a Security is not determinable, the principal amount of such Security which
shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by
Section 3.01, (C) the principal amount of a Security denominated in one or
more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S.
dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.01,
of the principal amount of such Security (or, in the case of a
Security described in Clause (A) or (B) above, of the amount determined as provided in such
Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other action, only
Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.



     “Paying Agent” means any Person authorized by the Company to pay the principal of or any
premium or interest on any Securities on behalf of the Company.



     “Person” means any individual, corporation, partnership, joint venture, trust, unincorporated
organization or government or any agency or political subdivision thereof.



     “Place of Payment,” when used with respect to the Securities of any series, means the place or
places where the principal of and any premium and interest on the Securities of that series are
payable as specified as contemplated by Section 3.01.



     “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 3.06
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be
deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.



     “Record Date” means any Regular Record Date or Special Record Date.



     “Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed
for such redemption by or pursuant to this Indenture.



6









 






     “Redemption Price,” when used with respect to any Security to be redeemed, means the price at
which it is to be redeemed pursuant to this Indenture.



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as
contemplated by Section 3.01.



     “Responsible Officer” shall mean, when used with respect to the Trustee, any officer of the
Trustee in the Corporate Trust Office assigned and duly authorized by the Trustee to administer its
corporate trust matters hereunder.



     “Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture.



     “Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each
case as amended from time to time.



     “Security Register” and “Security Registrar” have the respective meanings specified in Section 3.05.



     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.07.



     “Stated Maturity,” when used with respect to any Security or any installment of principal
thereof or interest thereon, means the date specified in such Security as the fixed date on which
the principal of such Security or such installment of principal or interest is due and payable.



     “Subsidiary” means a corporation of which at least a majority of the outstanding voting stock
having the power to elect a majority of the board of directors of such corporation is at the time
owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries, and the accounts of which are consolidated with those
of the Company in its most recent consolidated financial statements in accordance with generally
accepted accounting principles. For the purposes of this definition, “voting stock” means stock
which ordinarily has voting power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of any contingency.



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.



7









 





     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to
the Securities of any series shall mean the Trustee with respect to Securities of that series.



     “U.S. Government Obligation” has the meaning specified in Section 13.04.



     “Vice President,” when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before or after the title
“vice president.”



     Section 1.02 . Compliance Certificates and Opinions. Upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture
Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to
be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and
shall comply with the requirements of the Trust Indenture Act and any other requirements set forth
in this Indenture.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:



     (a) a statement that each individual signing such certificate or opinion has read
such covenant or condition and the definitions herein relating thereto;



     (b) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;



     (c) a statement that, in the opinion of each such individual, he or she has made
such examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been complied with; and



     (d) a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.



     Section 1.03 . Form of Documents Delivered to Trustee. In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to



8









 







other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.



     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his or her certificate or opinion is
based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, an officer or officers
of the Company stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such matters are
erroneous.



     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



     Section 1.04 . Acts of Holders; Record Dates. Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except
as herein otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly required, to the
Company. The Trustee shall promptly deliver to the Company copies of all such instrument or
instruments delivered to the Trustee. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to
Section 6.01) conclusive in favor of the Trustee and the Company, if made in
the manner provided in this Section.



     The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him or her the execution thereof. Where such
execution is by a signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact
and date of the execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee deems sufficient.




9









 






     The ownership of Securities shall be proved by the Security Register.



     Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Security shall bind every future Holder of the same Security and the Holder of every
Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company
in reliance thereon, whether or not notation of such action is made upon such Security.



     The Company may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give, make or take any request, demand,
authorization, direction, vote, notice, consent, waiver or other action provided or permitted by
this Indenture to be given, made or taken by Holders of Securities of such series, provided that
the Company may not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or direction referred to
in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities
of such series on such record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date has previously been
set pursuant to this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set
forth in Section 1.06.



     The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 5.02,
(iii) any request to institute proceedings referred to in
Section 5.07(b) or
(iv) any direction referred to in Section 5.12, in each case with respect to
Securities of such series. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of such series on such record date, and no other Holders, shall be entitled
to join in such notice, declaration, request or direction, whether or not such Holders remain
Holders after such record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the



10









 




requisite principal amount of Outstanding Securities of such series on such record date.
Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date
for any action for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action by any Person be
canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date is set pursuant to
this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the Company in writing
and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06.




     With respect to any record date set pursuant to this Section, the party hereto which sets such
record dates may designate any day as the “Expiration Date” and from time to time may change the
Expiration Date to any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in writing, and to
each Holder of Securities of the relevant series in the manner set forth in Section 1.06, on or
prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the party hereto which set such record date shall be
deemed to have initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day
after the applicable record date.



     Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with
regard to any particular Security may do so with regard to all or any part of the principal amount
of such Security or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.



     Section 1.05 . Notices, Etc., to Trustee and Company. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with:




	 	(a)	 	the Trustee by any Holder or by the Company shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing (or by facsimile transmissions,
provided that oral confirmation of receipt shall have been received) to or with the Trustee at
its Corporate Trust Office, Attention: Corporate Trust Department; or
	 
	 	(b)	 	the Company by the Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in





11









 




writing and mailed, first-class postage prepaid, or by overnight delivery service to the
Company addressed to it at the address of its principal office specified in the first paragraph of
this instrument or at any other address previously furnished in writing to the Trustee by the
Company, Attention: Chief Financial Officer.




     Section 1.06 . Notice to Holders; Waiver. Where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such
event, at its address as it appears in the Security Register, not later than the latest date (if
any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In
any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice, either before or
after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.



     Notwithstanding the foregoing, the Trustee may provide notice to the Holders of Global
Security by electronic mail or other telecommunication device capable of creating a written notice
that is operative between the parties.



     Section 1.07 . Conflict with Trust Indenture Act. If any provision hereof limits, qualifies
or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.



     Section 1.08 . Effect of Headings and Table of Contents. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction
hereof.



     Section 1.09 . Successors and Assigns. All covenants and agreements in this Indenture by the
Company shall bind its successors and assigns, whether so expressed or not.



12









 





     Section 1.10 . Separability Clause. In case any provision in this Indenture or in the
Securities 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 1.11 . Benefits of Indenture. Nothing in this Indenture or in the Securities,
express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.



     Section 1.12 . Governing Law. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.



     Section 1.13 . Legal Holidays. In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security or the last date on which a Holder has the right to convert a
Security at a particular conversion price shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities (other than a provision
of any Security which specifically states that such provision shall apply in lieu of this Section))
payment of interest or principal (and premium, if any) or, if applicable to a particular series of
Securities, conversion need not be made at such Place of Payment on such date, but may be made on
the next succeeding Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or Redemption Date, at the Stated Maturity or on such last day for
conversion, as the case may be.



     Section 1.14 . Indenture and Securities Solely Corporate Obligations. No recourse for the
payment of the principal of or premium, if any, or interest on any Security, or for any claim based
thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in this Indenture or in any supplemental indenture or in any Security, or
because of the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer, or director or subsidiary, as such, past,
present or future, of the Company or of any successor corporation, either directly or through the
Company or any successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood
that all such liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the Securities.



     Section 1.15 . Force Majeure. In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of



13









 




God, and interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.




ARTICLE 2

Security Forms




     Section 2.01 . Forms Generally. The Securities of each series shall be in substantially the
form set forth in this Article, or in such other form as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this 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 Depositary therefor or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. If the form of
Securities of any series is established by action taken pursuant to a Board Resolution, a copy of
an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary
of the Company and delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.03 for the authentication and delivery of such Securities. Any such Board
Resolution or record of such action shall have attached thereto a true and correct copy of the form
of Security referred to therein approved by or pursuant to such Board Resolution.



     The definitive Securities shall be printed, lithographed or engraved on steel engraved borders
or may be produced in any other manner, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.



     Section 2.02 . Form of Face of Security.


[INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.]




14









 








INTUIT INC.




			
	NO.                    
	 	$                    






     Intuit Inc., a corporation duly organized and existing under the laws of Delaware (herein
called the “Company,” which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to                     , or registered assigns,
the principal sum of                      Dollars on                                          [IF THE SECURITY IS TO
BEAR INTEREST PRIOR TO MATURITY, INSERT — , and to pay interest thereon from                      or from the
most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on                      and                      in each year, commencing                     ., at the rate of
                    % per annum, until the principal hereof is paid or made available for payment [IF APPLICABLE,
INSERT — , provided that any principal and premium, and any such installment of interest, which is
overdue shall bear interest at the rate of                     % per annum (to the extent that the payment of such
interest shall be legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand]. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be the                      or                      (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not
less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on which the Securities of
this series may be listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture].



     [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT — The principal of this
Security shall not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any
overdue premium shall bear interest at the rate of                     % per annum (to the extent that the payment
of such interest shall be legally enforceable), from the dates such amounts are due until they are
paid or made available for payment. Interest on any overdue principal or premium shall be payable
on demand. [Any such interest on overdue principal or premium which is not paid on demand shall
bear interest at the rate of                     % per annum (to the extent that the payment of such interest on



15









 




interest shall be legally enforceable), from the date of such demand until the amount so
demanded is paid or made available for payment. Interest on any overdue interest shall be payable
on demand.]]




     Payment of the principal of (and premium, if any) and [IF APPLICABLE, INSERT — any such]
interest on this Security will be made at the office or agency of the Company maintained for that
purpose in                     , in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts [IF APPLICABLE, INSERT — ;
provided, however, that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register].



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



Dated:                     




	 	 	 	 	 
	 	INTUIT INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


ATTEST:





     Section 2.03 . Form of Reverse of Security. This Security is one of a duly authorized issue
of securities of the Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of                      (herein called the “Indenture,” which term
shall have the meaning assigned to it in such instrument), between the Company and The Bank of New
York Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture), and reference is hereby made to the Indenture and all
indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and delivered. This
Security



16









 




is one of the series designated on the face hereof [IF APPLICABLE, INSERT – , limited in
aggregate principal amount to $                    ].




     [IF APPLICABLE, INSERT – The Securities of this series are subject to redemption upon not less
than 30 days’ notice by mail, [IF APPLICABLE, INSERT — (1) on                      in any year commencing
with the year                      and ending with the year                      through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [IF
APPLICABLE, INSERT — on or after                                         , 20                    ], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the principal amount): If
redeemed [IF APPLICABLE, INSERT — on or before                                         ,                     %, and if redeemed] during the
12–month period beginning                      of the years indicated,



	 	 	 	 	 	 	 
	YEAR

	 	REDEMPTION PRICE
	 	YEAR
	 	REDEMPTION PRICE
	 

	 	 
	 	 
	 	 





     and thereafter at a Redemption Price equal to                     % of the principal amount, together in the
case of any such redemption [IF APPLICABLE, INSERT — (whether through operation of the sinking fund
or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the Indenture.]



     [IF APPLICABLE, INSERT — The Securities of this series are subject to redemption upon not less
than 30 days’ notice by mail, (1) on                      in any year commencing with the year                      and
ending with the year                      through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below, and (2) at any time [IF APPLICABLE, INSERT — on or
after                     ], as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below: If redeemed during the 12-month period
beginning                      of the years indicated,



	 	 	 	 	 
	 

	 	REDEMPTION PRICE FOR
	 	REDEMPTION PRICE FOR
	 

	 	REDEMPTION — THROUGH
	 	REDEMPTION — OTHERWISE
	 

	 	OPERATION OF THE SINKING
	 	THAN THROUGH OPERATION OF
	YEAR

	 	FUND
	 	THE SINKING FUND
	 

	 	 
	 	 





17









 




and thereafter at a Redemption Price equal to                     % of the principal amount, together in the
case of any such redemption (whether through operation of the sinking fund or otherwise) with
accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant Record Dates referred to
on the face hereof, all as provided in the Indenture.]




     [IF APPLICABLE, INSERT — Notwithstanding the foregoing, the Company may not, prior to
                    , redeem any Securities of this series as contemplated by [IF APPLICABLE, INSERT ––
Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of less than                     % per
annum.]



     [IF APPLICABLE, INSERT — The sinking fund for this series provides for the redemption on
                     in each year beginning with the year                      and ending with the year                      of [IF
APPLICABLE, INSERT — not less than $                     (“mandatory sinking fund”) and not more than] $                    
aggregate principal amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [IF APPLICABLE, INSERT — mandatory] sinking fund
payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund
payments otherwise required to be made [IF APPLICABLE, INSERT — , in the inverse order in which
they become due].]



     [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT — In the event of redemption of
this Security in part only, a new Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]



     [IF APPLICABLE, INSERT — The Indenture contains provisions for defeasance at any time of [the
entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default
with respect to this Security] [, in each case] upon compliance with certain conditions set forth
in the Indenture.]



     [IF THE SECURITY IS CONVERTIBLE INTO COMMON STOCK OF THE COMPANY, INSERT — Subject to the
provisions of the Indenture, the Holder of this Security is entitled, at its option, at any time on
or before [insert date] (except that, in case this Security or any portion hereof shall be called
for redemption, such right shall terminate with respect to this Security or portion hereof, as the
case may be, so called for redemption at the close of business on the first Business Day next
preceding the date fixed for redemption as provided in the Indenture unless the Company defaults in
making the payment due upon



18









 




redemption), to convert the principal amount of this Security (or any portion hereof which is
$1,000 or an integral multiple thereof), into fully paid and non-assessable shares (calculated as
to each conversion to the nearest 1/100th of a share) of the Common Stock of the Company, as said
shares shall be constituted at the date of conversion, at the conversion price of $                     principal
amount of Securities for each share of Common Stock, or at the adjusted conversion price in effect
at the date of conversion determined as provided in the Indenture, upon surrender of this Security,
together with the conversion notice hereon duly executed, to the Company at the designated office
or agency of the Company in                     , accompanied (if so required by the Company) by instruments
of transfer, in form satisfactory to the Company and to the Trustee, duly executed by the Holder or
by its duly authorized attorney in writing. Such surrender shall, if made during any period
beginning at the close of business on a Regular Record Date and ending at the opening of business
on the Interest Payment Date next following such Regular Record Date (unless this Security or the
portion being converted shall have been called for redemption on a Redemption Date during the
period beginning at the close of business on a Regular Record Date and ending at the opening of
business on the first Business Day after the next succeeding Interest Payment Date, or if such
Interest Payment Date is not a Business Day, the second such Business Day), also be accompanied by
payment in funds acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of this Security then being converted. Subject to the
aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date
next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right
of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date
to receive an installment of interest (with certain exceptions provided in the Indenture), no
adjustment is to be made on conversion for interest accrued hereon or for dividends on shares of
Common Stock issued on conversion. The Company is not required to issue fractional shares upon any
such conversion, but shall make adjustment therefor in cash on the basis of the current market
value of such fractional interest as provided in the Indenture. The conversion price is subject to
adjustment as provided in the Indenture. In addition, the Indenture provides that in case of
certain consolidations or mergers to which the Company is a party or the sale of substantially all
of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of
Securities, so that this Security, if then outstanding, will be convertible thereafter, during the
period this Security shall be convertible as specified above, only into the kind and amount of
securities, cash and other property receivable upon the consolidation, merger or sale by a holder
of the number of shares of Common Stock into which this Security might have been converted
immediately prior to such consolidation, merger or sale (assuming such holder of Common Stock
failed to exercise any rights of election and received per share the kind and amount received per
share by a plurality of non-electing shares). In the event of conversion of this Security

19









 








in part only, a new Security or Securities for the unconverted portion hereof shall be issued
in the name of the Holder hereof upon the cancellation hereof.]




     [IF THE SECURITY IS CONVERTIBLE INTO OTHER SECURITIES OF THE COMPANY, SPECIFY THE CONVERSION
FEATURES.]



     [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT — If an Event of Default
with respect to Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.]



     [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT — If an Event of Default with
respect to Securities of this series shall occur and be continuing, an amount of principal of the
Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture. Such amount shall be equal to — INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal, premium and interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company’s obligations in respect
of the payment of the principal of and premium and interest, if any, on the Securities of this
series shall terminate.]



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Security.



     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities



20









 







of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.



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



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $                     and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



21









 





     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     Section 2.04 . Form of Legend for Global Securities. Unless otherwise specified as
contemplated by Section 3.01 for the Securities evidenced thereby, every Global Security
authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



     Section 2.05 . Form of Trustee’s Certificate of Authentication. The Trustee’s certificates
of authentication shall be in substantially the following form:



     This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST

   COMPANY, N.A., As Trustee

 	 
	 	By:  	 	 
	 	 	  Authorized Officer 	 
	 	 	 	 
	 




     Section 2.06 . Form of Conversion Notice. Conversion notices shall be in substantially the
following form:


To Intuit Inc.:




     The undersigned owner of this Security hereby irrevocably exercises the option to convert this
Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated,
into shares of Common Stock of the Company in accordance with the terms of the Indenture referred
to in this Security, and directs that the shares issuable and deliverable upon the conversion,
together with any check in payment for fractional shares and any Securities representing any
unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless
a different name has been indicated below. If this Notice is being delivered on a date after the
close of business on a Regular Record Date and prior to the opening of business on the related
Interest Payment



22









 







Date (unless this Security or the portion thereof being converted has been called for
redemption on a Redemption Date during the period beginning at the close of business on a Regular
Record Date and ending at the opening of business on the first Business Day after the next
succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the
second such Business Day), this Notice is accompanied by payment, in funds acceptable to the
Company, of an amount equal to the interest payable on such Interest Payment Date of the principal
of this Security to be converted. If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount
required to be paid by the undersigned on account of interest accompanies this Security.



     PRINCIPAL AMOUNT TO BE CONVERTED (IN AN INTEGRAL MULTIPLE OF $1,000, IF LESS THAN ALL)



     U.S. $                    



Dated:                     




	 	 	 
	 

	 	Signature(s) must be guaranteed by an eligible guarantor institution (banks,
stock brokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program) pursuant to Securities
and Exchange Commission Rule 17Ad-15.
	 
	 	 
	 

	 	 
	 

	 	Signature Guaranty






     Fill in for registration of shares of Common Stock and Security if to be issued otherwise than
to the registered Holder.



	 	 	 	 	 	 	 
	 

(Name)

	 	 
	 	 

Social Security or Other Taxpayer
Identification Number
	 	 
	 
	 	 	 	 	 	 
	 

(Address)

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Please print Name and Address

	 	 	 	 	 	 
	(including zip code number)
	 	 	 	 	 	 






23









 




[The above conversion notice is to be modified, as appropriate, for conversion into other
securities or property of the Company.]




ARTICLE 3

The Securities




     Section 3.01 . Amount Unlimited; Issuable in Series. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is unlimited.



     The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution and, subject to Section 3.03, set forth, or determined in the manner
provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:



     (a) the title of the Securities of the series (which shall distinguish the
Securities of the series from Securities of any other series);



     (b) any limit upon the aggregate principal amount of the Securities of the series
which may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for
any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and
delivered hereunder);



     (c) the Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest;



     (d) the date or dates on which the principal of any Securities of the series is
payable;



     (e) the rate or rates at which any Securities of the series shall bear interest, if
any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on
which any such interest shall be payable and the Regular Record Date for any such interest payable
on any Interest Payment Date;



     (f) the place or places where the principal of and any premium and interest on any
Securities of the series shall be payable;



     (g) the period or periods within which, the price or prices at which and the terms
and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the
option of the Company and, if other than by a



24









 







Board Resolution, the manner in which any election by the Company to redeem the Securities
shall be evidenced;



     (h) the obligation, if any, of the Company to redeem or purchase any Securities of
the series pursuant to any sinking fund or analogous provisions or at the option of the Holder
thereof and the period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;



     (i) if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Securities of the series shall be issuable;



     (j) if the amount of principal of or any premium or interest on any Securities of
the series may be determined with reference to an index or pursuant to a formula, the manner in
which such amounts shall be determined;



     (k) if other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or interest on any Securities
of the series shall be payable and the manner of determining the equivalent thereof in the currency
of the United States of America for any purpose, including for purposes of the definition of
“Outstanding” in Section 1.01;



     (l) if the principal of or any premium or interest on any Securities of the series
is to be payable, at the election of the Company or the Holder thereof, in one or more currencies
or currency units other than that or those in which such Securities are stated to be payable, the
currency, currencies or currency units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods within which and the
terms and conditions upon which such election is to be made and the amount so payable (or the
manner in which such amount shall be determined);



     (m) if other than the entire principal amount thereof, the portion of the principal
amount of any Securities of the series which shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 5.02;



     (n) if the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated Maturity, the
amount which shall be deemed to be the principal amount of such Securities as of any such date for
any purpose thereunder or hereunder, including the principal amount thereof which shall be due and
payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding
as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount
deemed to be the principal amount shall be determined);



25









 





     (o) if applicable, that the Securities of the series, in whole or any specified
part, shall be defeasible pursuant to Section 13.02 or Section 13.03 or both such Sections and, if other than by a Board Resolution, the manner in which any
election by the Company to defease such Securities shall be evidenced;



     (p) if applicable, the terms of any right to convert Securities of the series into,
or exchange Securities of the Series for, shares of Common Stock of the Company or other securities
or property;



     (q) if applicable, that any Securities of the series shall be issuable in whole or
in part in the form of one or more Global Securities and, in such case, the respective Depositaries
for such Global Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 2.04 and any circumstances
in addition to or in lieu of those set forth in Clause (b) of the last paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part
for Securities registered, and any transfer of such Global Security in whole or in part may be
registered, in the name or names of Persons other than the Depositary for such Global Security or a
nominee thereof;



     (r) any addition to or change in the Events of Default which applies to any
Securities of the series and any change in the right of the Trustee or the requisite Holders of
such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;



     (s) any addition to or change in the covenants set forth in Article Ten which
applies to Securities of the series; and



     (t) any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 9.01(e).



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto.



     If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of
the Officers’ Certificate setting forth the terms of the series.



     Section 3.02 . Denominations. The Securities of each series shall be issuable only in
registered form without coupons and only in such denominations as shall be specified as
contemplated by Section 3.01. In the absence of any such



26









 







specified denomination with respect to the Securities of any series, the Securities of such
series shall be issuable in denominations of $1,000 and any integral multiple thereof.



     Section 3.03 . Execution, Authentication, Delivery and Dating. The Securities shall be
executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its
principal financial officer, its President or one of its Vice Presidents, under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.



     Securities bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities. If the form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, a copy of such Board Resolution, the
Officers’ Certificate setting forth the terms of the series and an Opinion of Counsel, with such
Opinion of Counsel stating:



     (a) if the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 2.01, that such form has been established in conformity with the
provisions of this Indenture;



     (b) if the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 3.01, that such terms have been established in conformity with
the provisions of this Indenture; and



     (c) that such Securities, when authenticated and delivered by the Trustee and issued
by the Company in the manner and subject to any conditions specified in such Opinion of Counsel,
will constitute valid and legally binding obligations of the Company enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles.



27









 






     If such form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.



     Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be issued.



     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation
as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have
been authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture. Neither the Company nor the Trustee shall have any responsibility for any defect in the
CUSIP number that appears on any Security, check, advice of payment or redemption notice, and any
such document may contain a statement to the effect that CUSIP numbers have been assigned by an
independent service for convenience of reference and that neither the Company nor the Trustee shall
be liable for any inaccuracy in such numbers.



     Section 3.04 . Temporary Securities. Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as evidenced by their
execution of such Securities.



     If temporary Securities of any series are issued, the Company will cause definitive Securities
of that series to be prepared without unreasonable delay.




28










 




After the preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor one or more definitive Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same benefits under
this Indenture as definitive Securities of such series and tenor.




     Neither the Company nor the Trustee shall have any responsibility for any defect in the CUSIP
number that appears on any Security, check, advice of payment or redemption notice, and any such
document may contain a statement to the effect that CUSIP numbers have been assigned by an
independent service for convenience of reference and that neither the Company nor the Trustee shall
be liable for any inaccuracy in such numbers.



     Section 3.05 . Registration; Registration of Transfer and Exchange. The Company shall cause
to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of
registering Securities and transfers of Securities as herein provided.



     Upon surrender for registration of transfer of any Security of a series at the office or
agency of the Company in a Place of Payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount.



     At the option of the Holder, Securities of any series may be exchanged for other Securities of
the same series, of any authorized denominations and of like tenor and aggregate principal amount,
upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to receive.



     All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Company, evidencing the same



29









 




debt, and entitled to the same benefits under this Indenture, as the Securities surrendered
upon such registration of transfer or exchange.




     Every Security presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed, by the Holder thereof or its attorney duly authorized in writing.



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any
transfer.



     If the Securities of any series (or of any series and specified tenor) are to be redeemed in
part, the Company shall not be required (A) to issue, register the transfer of or exchange any
Securities of that series (or of that series and specified tenor, as the case may be) during a
period beginning at the opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 11.03 and ending at the
close of business on the day of such mailing, or (B) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed portion of any
Security being redeemed in part.



     The provisions of Clauses (a), (b), (c) and (d) below shall apply only to Global Securities:



     (a) Each Global Security authenticated under this Indenture shall be registered in
the name of the Depositary designated for such Global Security or a nominee thereof and delivered
to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.



     (b) Notwithstanding any other provision in this Indenture, no Global Security may be
exchanged in whole or in part for Securities registered, and no transfer of a Global Security in
whole or in part may be registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that
it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to
be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be
continuing an Event of Default with respect to such Global Security or (C) there shall exist such
circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this
purpose as contemplated by Section 3.01.



30









 





     (c) Subject to Clause (b) above, any exchange of a Global Security for other
Securities may be made in whole or in part, and all Securities issued in exchange for a Global
Security or any portion thereof shall be registered in such names as the Depositary for such Global
Security shall direct.



     (d) Every Security authenticated and delivered upon registration of transfer of, or
in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this
Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in
the form of, and shall be, a Global Security, unless such Security is registered in the name of a
Person other than the Depositary for such Global Security or a nominee thereof.



     Section 3.06 . Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security
is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.



     If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.



     In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security.



     Upon the issuance of any new Security under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.



     Every new Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.



31









 





     The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities.



     Section 3.07 . Payment of Interest; Interest Rights Preserved. Except as otherwise provided
as contemplated by Section 3.01 with respect to any series of Securities, interest on any Security
which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest.



     Any interest on any Security of any series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (a) or (b) below:



     (a) The Company may elect to make payment of any Defaulted Interest to the Persons
in whose names the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and
the date of the proposed payment, and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date
of the proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than
15 days and not less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be given to each Holder of Securities of such series in the manner set
forth in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such
series (or their respective Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following Clause (b).



32









 





     (b) The Company may make payment of any Defaulted Interest on the Securities of any
series in any other lawful manner not inconsistent with the requirements of any securities exchange
on which such Securities may be listed, and upon such notice as may be required by such exchange,
if, after notice given by the Company to the Trustee of the proposed payment pursuant to this
Clause, such manner of payment shall be deemed practicable by the Trustee.



     Subject to the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.



     Subject to the provisions of Section 14.02, in the case of any Security (or any part thereof)
which is converted after any Regular Record Date and on or prior to the next succeeding Interest
Payment Date (other than any Security the principal of (or premium, if any, on) which shall become
due and payable, whether at Stated Maturity or by declaration of acceleration prior to such
Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be
payable on such Interest Payment Date notwithstanding such conversion and such interest (whether or
not punctually paid or duly provided for) shall be paid to the Person in whose name that Security
(or any one or more Predecessor Securities) is registered at the close of business on such Regular
Record Date. Except as otherwise expressly provided in the immediately preceding sentence or in
Section 14.02, in the case of any Security (or any part thereof) which is converted, interest whose
Stated Maturity is after the date of conversion of such Security (or such part thereof) shall not
be payable.



     Section 3.08 . Persons Deemed Owners. Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and any premium and (subject to Section 3.07) any
interest on such Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.



     Section 3.09 . Cancellation. All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company has not issued and
sold, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities



33









 




shall be authenticated in lieu of or in exchange for any Securities canceled as provided in
this Section, except as expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of as directed by a Company Order.




     Section 3.10 . Computation of Interest. Except as otherwise specified as contemplated by
Section 3.01 for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.



ARTICLE 4

Satisfaction and Discharge




     Section 4.01 . Satisfaction and Discharge of Indenture. This Indenture shall upon Company
Request cease to be of further effect (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when (a) either (A) all Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 10.03) have been delivered to the
Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for
cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated
Maturity within one year, or (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii)
above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the
purpose money in an amount sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium
and interest to the date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be; (b) the Company has paid
or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.07, the obligations of the Trustee to any Authenticating
Agent under Section 6.14 and, if money shall



34









 




have been deposited with the Trustee pursuant to subclause (B) of Clause (a) of this Section,
the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall
survive.




     Section 4.02 . Application of Trust Money. Subject to the provisions of the last paragraph
of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and
any premium and interest for whose payment such money has been deposited with the Trustee.



ARTICLE 5

Remedies




     Section 5.01 . Events of Default. “Event of Default,” wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):



     (a) default in the payment of any interest upon any Security of that series when it
becomes due and payable, and continuance of such default for a period of 30 days;



     (b) default in the payment of the principal of or any premium on any Security of
that series at its Maturity;



     (c) default in the deposit of any sinking fund payment, when and as due by the terms
of a Security of that series;



     (d) default in the performance, or breach, of any covenant or warranty of the
Company in this Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of series of Securities other than that series),
and continuance of such default or breach for a period of 60 days after there has been given, by
registered or certified mail, or overnight delivery service 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 default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder;



35









 





     (e) the entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition of or in respect of the
Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of any substantial part
of its property, or ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed and in effect for a
period of 90 consecutive days;



     (f) the commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any
other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the
entry of a decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it,
or the filing by it of a petition or answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or of any substantial part of its property,
or the making by it of an assignment for the benefit of creditors, or the admission by it in
writing of its inability to pay its debts generally as they become due, or the taking of corporate
action by the Company in furtherance of any such action; or



     (g) any other Event of Default provided with respect to Securities of that series.



     Section 5.02 . Acceleration of Maturity; Rescission and Annulment. If an Event of Default
(other than an Event of Default specified in Section 5.01(e) or 5.01(f)) with respect to Securities
of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding Securities of that
series may declare the principal amount of all the Securities of that series (or, if any Securities
of that series are Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and payable. If an Event
of Default specified in Section 5.01(e) or 5.01(f) with respect to Securities of any series at the
time Outstanding occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities,



36









 




such portion of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.




     At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of
the Outstanding Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:



     (a) the Company has paid or deposited with the Trustee a sum sufficient to pay:




	 	(i)	 	all overdue interest on all Securities of that series;
	 
	 	(ii)	 	the principal of (and premium, if any, on) any Securities of that
series which have become due otherwise than by such declaration of acceleration and any
interest thereon at the rate or rates prescribed therefor in such Securities;
	 
	 	(iii)	 	to the extent that payment of such interest is lawful, interest upon
overdue interest at the rate or rates prescribed therefor in such Securities; and
	 
	 	(iv)	 	all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.





     (b) all Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section 5.13. No such
rescission shall affect any subsequent default or impair any right consequent thereon.



     Section 5.03 . Collection of Indebtedness and Suits for Enforcement by Trustee. The Company
covenants that if:



     (a) default is made in the payment of any interest on any Security when such
interest becomes due and payable and such default continues for a period of 30 days; or



     (b) default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Securities, the whole amount then due and payable on such Securities
for principal and any premium and interest and, to the extent that payment of such interest shall
be legally



37









 




enforceable, interest on any overdue principal and premium and on any overdue interest, at the
rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.




     If an Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy.



     Section 5.04 . Trustee May File Proofs of Claim. In case of any judicial proceeding relative
to the Company (or any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take
any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to
collect and receive any moneys or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.07.



     No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or other similar
committee.



     Section 5.05 . Trustee May Enforce Claims Without Possession of Securities. All rights of
action and claims under this Indenture or the Securities may be prosecuted and enforced by the
Trustee without the possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and



38









 




advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of
the Securities in respect of which such judgment has been recovered.




     Section 5.06 . Application of Money Collected. Any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or any premium or interest,
upon presentation of the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:



     FIRST: To the payment of all amounts due the Trustee under Section 6.07; and




     SECOND: To the payment of the amounts then due and unpaid for principal of and any premium, if
any, and interest on the Securities in respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind, according to the amounts due
and payable on such Securities for principal and any premium, if any, and interest, respectively.



     Section 5.07 . Limitation on Suits. No Holder of any Security of any series shall have any
right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder, unless:



     (a) such Holder has previously given written notice to the Trustee of a continuing
Event of Default with respect to the Securities of that series;



     (b) the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee hereunder;



     (c) such Holder or Holders have offered to the Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance with such request;



     (d) the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and



     (e) no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of that series; it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any


39









 






right under this Indenture, except in the manner herein provided and for the equal and ratable
benefit of all of such Holders.




     Section 5.08 . Unconditional Right of Holders to Receive Principal, Premium and Interest and
to Convert. Notwithstanding any other provision in this Indenture, the Holder of any Security
shall have the right, which is absolute and unconditional, to receive payment of the principal of
and any premium and (subject to Section 3.07) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date), to
convert such Securities in accordance with Article Fourteen and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such
Holder.



     Section 5.09 . Restoration of Rights and Remedies. If the Trustee or any Holder has
instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding
has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case, subject to any determination in such proceeding,
the Company, the Trustee and the Holders shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.



     Section 5.10 . Rights and Remedies Cumulative. Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.



     Section 5.11 . Delay or Omission Not Waiver. No delay or omission of the Trustee or of any
Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed expedient, by the
Trustee (subject to the limitations contained in this Indenture) or by the Holders, as the case may
be.



     Section 5.12 . Control by Holders. The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy


40









 






available to the Trustee and the Trustee shall not be liable to any Holder for any action
taken or omitted to be taken by it in accordance with such directions, or exercising any trust or
power conferred on the Trustee, with respect to the Securities of such series, provided that:




     (a) such direction shall not be in conflict with any rule of law or with this
Indenture and the Trustee shall not have determined that the action so directed would be unjustly
prejudicial to Holders of Securities of that series, or any other series, not taking part in such
direction;



     (b) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction or this Indenture; and



     (c) the Trustee shall have the right to decline to follow any directions if it has
not been provided reasonable indemnity against the costs, expenses and liabilities which might by
incurred by it in following such directions.



     Section 5.13 . Waiver of Past Defaults. The Holders of not less than a majority in principal
amount of the Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such series and its
consequences, except a default:



     (a) in the payment of the principal of or any premium or interest on any Security of
such series, or



     (b) in respect of a covenant or provision hereof which under Article Nine cannot be
modified or amended without the consent of the Holder of each Outstanding Security of such series
affected.



     Upon any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.



     Section 5.14 . Undertaking for Costs. In any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted
by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay
the costs of such suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such
an assessment in any suit instituted by the Company or in any suit for the enforcement of the right
to convert any Security in accordance with Article Fourteen.



     Section 5.15 . Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent
that it may lawfully do so) that it will not at any time



41









 




insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Company (to the extent that
it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though no such law had
been enacted.




ARTICLE 6

The Trustee




     Section 6.01 . Certain Duties and Responsibilities. The Trustee shall, prior to the
occurrence of an Event of Default and after the curing of all Events of Default which may have
occurred, perform such duties and only such duties as are specifically set forth in this Indenture
and no implied covenants, duties or obligations shall be read into this Indenture against the
Trustee. The Trustee shall, during the existence of any Event of Default (which has not been
cured), exercise such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs. Notwithstanding the foregoing, no provision of
this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or
not therein expressly so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section and shall extend to the directors, officers, employees and agents of the
Trustee.



     Section 6.02 . Notice of Defaults. If a default occurs hereunder with respect to Securities
of any series, the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided, however, that in the
case of any default of the character specified in Section 5.01(d) with respect to Securities of
such series, no such notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect to Securities of
such series. The Trustee shall not be deemed to have knowledge of any default or Event of Default
hereunder unless and until a Responsible Officer shall have actual knowledge thereof, or shall have
received written notice thereof at its Corporate Trust Office. In the absence of such actual
knowledge or notice, the Trustee may conclusively assume that no default has occurred and is
continuing under this Indenture. Except as otherwise expressly

42









 







provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance
or observance of any of the terms, conditions, covenants or agreements herein or of any of the
documents executed in connection with the Securities, or as to the existence of a default or Event
of Default hereunder.




     Section 6.03 . Certain Rights of Trustee. Subject to the provisions of Section 6.01:



     (a) the Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or
parties;



     (b) any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order, and any resolution of the Board of Directors shall
be sufficiently evidenced by a Board Resolution;



     (c) whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting any action
hereunder, the Trustee (unless other evidence be herein specifically prescribed) may request and is
entitled to and may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;



     (d) the Trustee may consult with counsel and the written advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;



     (e) the Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders pursuant to this
Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in compliance with such
request or direction;



     (f) the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney;



43









 





     (g) the Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder;



     (h) the Trustee shall not be liable for any action taken, suffered or omitted by it
in good faith and reasonably believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Indenture; the Trustee shall not be liable in connection with the
performance of its duties hereunder, except for its own negligence or willful misconduct, and
except as expressly provided in Section 6.01; and



     (i) the permissive rights of the Trustee to do things enumerated in this Indenture
shall not be construed as a duty unless so specified herein.



     Section 6.04 . Not Responsible for Recitals or Issuance of Securities. The recitals
contained herein and in the Securities, except the Trustee’s certificates of authentication, shall
be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no representations as to the
validity, sufficiency or priority of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the Company of
Securities or the proceeds thereof.



     Section 6.05 . May Hold Securities and Act as Trustee Under Other Indentures. The Trustee,
any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights it
would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.



     Subject to the limitations imposed by the Trust Indenture Act, nothing in this Indenture shall
prohibit the Trustee from becoming and acting as trustee under other indentures under which other
securities, or certificates of interest of participation in other securities, of the Company are
outstanding in the same manner as if it were not Trustee hereunder.



     Section 6.06 . Money Held in Trust. Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise agreed with the
Company.



     Section 6.07 . Compensation and Reimbursement. The Company agrees:




44










 





     (a) to pay to the Trustee from time to time reasonable compensation for all
services rendered by it hereunder (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust);



     (b) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense, disbursement or
advance as may be attributable to its negligence or willful misconduct; and



     (c) to indemnify the Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or willful misconduct on its part, arising out of
or in connection with the acceptance or administration of the trust or trusts hereunder, including
the costs and expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.



     The obligations of the Company under this Section shall survive resignation or removal of the
trustee under this Indenture and payment of the Securities and discharge of this Indenture.



     Section 6.08. Conflicting Interests. If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall
not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series.



     Section 6.09. Corporate Trustee Required; Eligibility. There shall at all times be one (and
only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee
hereunder for Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has (or if the Trustee is a member
of a bank holding company system, its bank holding company shall have) a combined capital and
surplus of at least $150,000,000. If any such Person or bank holding company publishes reports of
condition at least annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture
Act, the combined capital and surplus of such Person or bank holding company shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time the Trustee with respect to the Securities of any series shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.



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     Section 6.10. Resignation and Removal; Appointment of Successor. No resignation or removal
of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.



     The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.



     The Trustee may be removed at any time with respect to the Securities of any series by Act of
the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Company.



     If at any time:



     (a) the Trustee shall fail to comply with Section 6.08 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least
six months;



     (b) the Trustee shall cease to be eligible under Section 6.09 and shall fail to
resign after written request therefor by the Company or by any such Holder; or



     (c) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer
shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board
Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 5.14,
any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or
Trustees.



     If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, with respect to the Securities of one or more series,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and



46









 




that at any time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section 6.11. If, within
one year after such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section 6.11,
become the successor Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company or the Holders and
accepted appointment in the manner required by Section 6.11, the retiring Trustee may petition, or
any Holder who has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.




     The Company shall give notice of each resignation and each removal of the Trustee with respect
to the Securities of any series and each appointment of a successor Trustee with respect to the
Securities of any series to all Holders of Securities of such series in the manner provided in
Section 1.06. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.



     Section 6.11. Acceptance of Appointment by Successor. In case of the appointment hereunder
of a successor Trustee with respect to all Securities, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall
become effective and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder.



     In case of the appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such appointment and which (a) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the



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appointment of such successor Trustee relates, (b) if the retiring Trustee is not retiring
with respect to all Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and (c) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in
such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust
or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.




     Upon request of any such successor Trustee, the Company shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in the first or second preceding paragraph, as the case may be.



     No successor Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article.



     Section 6.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation
into which the Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate trust business of
the Trustee by sale or otherwise, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.



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     Section 6.13. Preferential Collection of Claims Against Company. If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the Securities), the
Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Company (or any such other obligor).



     Section 6.14. Appointment of Authenticating Agent. The Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be authorized to act
on behalf of the Trustee to authenticate Securities of such series issued upon original issue and
upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06,
and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall be acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having (or if the
Authenticating Agent is a member of a bank holding company system, its bank holding company has) a
combined capital and surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.



     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, by sale or otherwise, shall continue
to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such



49









 




Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such appointment in the
manner provided in Section 1.06 to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section.




     The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 6.07.



     If an appointment with respect to one or more series is made pursuant to this Section 6.12,
the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate
of authentication, an alternative certificate of authentication in the following form:



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



	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST

COMPANY, N.A., As Trustee

 	 
	 	By:  	 	 
	 	 	As Authenticating Agent 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



ARTICLE 7




Holders’ Lists and Reports by Trustee and Company





     Section 7.01. Company to Furnish Trustee Names and Addresses of Holders. The Company will
furnish or cause to be furnished to the Trustee:



     (a) semi-annually, not later than 15 days after the Regular Record Date, a list, in
such form as the Trustee may reasonably require, of the names and



50









 




addresses of the Holders of Securities of each series as of such Regular Record Date, as the
case may be; and




     (b) at such other times as the Trustee may request in writing, within 30 days after
the receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished; provided that no such list need be
furnished by the Company to the Trustee so long as the Trustee is acting as Security Registrar.



     Section 7.02. Preservation of Information; Communications to Holders. The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The
Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list
so furnished.



     The rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided by the Trust Indenture Act.



     Every Holder of Securities, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.



     Section 7.03. Reports by Trustee. The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.



     Reports so required to be transmitted at stated intervals of not more than 12 months shall be
transmitted no later than July 1 in each calendar year, commencing with the first July 1 after the
first issuance of Securities pursuant to this Indenture.



     A copy of each such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange upon which any Securities are listed, with the Commission and with
the Company. The Company will notify the Trustee when any Securities are listed on any stock
exchange.



     Section 7.04. Reports by Company. The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required



51









 




pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the
Trust Indenture Act; provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the Commission.




ARTICLE 8




Consolidation, Merger, Conveyance, Transfer or Lease




     Section 8.01. Company May Consolidate, Etc., Only on Certain Terms. The Company shall not
consolidate with or merge into any other Person (in a transaction in which the Company is not the
surviving corporation) or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless:



     (a) in case the Company shall consolidate with or merge into another Person (in a
transaction in which the Company is not the surviving corporation) or convey, transfer or lease its
properties and assets substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company substantially as an entirety
shall be a corporation, limited liability company, partnership or trust, shall be organized and
validly existing under the laws of the United States of America, any State thereof or the District
of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal
of and any premium and interest on all the Securities and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or observed and the
conversion rights shall be provided for in accordance with Article Fourteen, if applicable, or as
otherwise specified pursuant to Section 3.01, by supplemental indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee, by the Person (if other than the Company) formed by
such consolidation or into which the Company shall have been merged or by the Person which shall
have acquired the Company’s assets;



     (b) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such
transaction as having been incurred by the Company or such Subsidiary at the time of such
transaction, no Event of Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing; and



     (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in



52









 




connection with such transaction, such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such transaction have been complied
with.




     Section 8.02. Successor Substituted. Upon any consolidation of the Company with, or merger
of the Company into, any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section 8.01, the successor
Person formed by such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.



ARTICLE 9




Supplemental Indentures




     Section 9.01. Supplemental Indentures Without Consent of Holders. Without the consent of any
Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:



     (a) to evidence the succession of another Person to the Company, or successive
successions, and the assumption by any such successor of the covenants of the Company herein and in
the Securities;



     (b) to add to the covenants of the Company for the benefit of the Holders of all or
any series of Securities (and if such covenants are to be for the benefit of less than all series
of Securities, stating that such covenants are expressly being included solely for the benefit of
such series) or to surrender any right or power herein conferred upon the Company;



     (c) to add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such additional Events of Default are to be for the benefit of
less than all series of Securities, stating that such additional Events of Default are expressly
being included solely for the benefit of such series);



     (d) to add to or change any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable
or not registrable as to principal, and with or without



53









 




interest coupons, or to permit or facilitate the issuance of Securities in uncertificated
form;




     (e) to add to, change or eliminate any of the provisions of this Indenture in
respect of one or more series of Securities, provided that any such addition, change or elimination
(A) shall neither (i) apply to any Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of
the Holder of any such Security with respect to such provision or (B) shall become effective only
when there is no such Security Outstanding;



     (f) to secure the Securities;



     (g) to establish the form or terms of Securities of any series as permitted by
Sections 2.01 and 3.01;



     (h) to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series and to add to or change any
of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 6.11;



     (i) to make provision with respect to the conversion rights of Holders pursuant to
the requirements of Article Fourteen, including providing for the conversion of the securities into
any security (other than the Common Stock of the Company) or property of the Company;



     (j) to cure any ambiguity, to correct or supplement any provision herein which may
be defective or inconsistent with any other provision herein, or to make any other provisions with
respect to matters or questions arising under this Indenture, provided that such action pursuant to
this Clause (j) shall not adversely affect the interests of the Holders of Securities of any series
in any material respect; or



     (k) to supplement any of the provisions of the Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant
to Articles Four and Thirteen, provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series or any other series of Securities in any
material respect.



     Section 9.02. Supplemental Indentures With Consent of Holders. With the consent of the
Holders of a majority in principal amount of the Outstanding Securities of each series affected by
such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or



54









 




changing in any manner or eliminating any of the provisions of this Indenture or of modifying
in any manner the rights of the Holders of Securities of such series under this Indenture;
provided, however, that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby:




     (a) change the Stated Maturity of the principal of, or any installment of principal
of or interest on, any Security, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal
of an Original Issue Discount Security or any other Security which would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place
of Payment where, or the coin or currency in which, any Security or any premium or interest thereon
is payable, or impair the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);



     (b) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;



     (c) modify any of the provisions of this Section, Section 5.13 or Section 10.08,
except to increase the percentage of principal amount of the Outstanding Securities of a particular
series, the consent of whose Holders is required to modify or waive such provisions or to provide
that certain other provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall
not be deemed to require the consent of any Holder with respect to changes in the references to
“the Trustee” and concomitant changes in this Section and Section 10.08, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or



     (d) if applicable, make any change that adversely affects the right to convert any
security as provided in Article Fourteen or pursuant to Section 3.01 (except as permitted by
9.01(i)) or decrease the conversion rate or increase the conversion price of any such security.



     A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.



55









 





     It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.



     Section 9.03. Execution of Supplemental Indentures. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Sections 6.01 and 6.03) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.



     Section 9.04. Effect of Supplemental Indentures. Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.



     Section 9.05. Conformity with Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Act.



     Section 9.06. Reference in Securities to Supplemental Indentures. Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee
as to any matter provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.



ARTICLE 10




Covenants




     Section 10.01. Payment of Principal, Premium and Interest. The Company covenants and agrees
for the benefit of each series of Securities that it will duly and punctually pay the principal of
and any premium and interest on the Securities of that series in accordance with the terms of the
Securities and this Indenture.



     Section 10.02. Maintenance of Office or Agency. The Company will maintain in each Place of
Payment for any series of Securities an office or agency



56









 




where Securities of that series may be presented or surrendered for payment, where Securities
of that series may be surrendered for registration of transfer or exchange, where Securities of
that series may be surrendered for conversion and where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands. Unless otherwise provided in a supplemental indenture or pursuant
to Section 3.01 hereof, the Place of Payment for any series of Securities shall be the Corporate
Trust Office of the Trustee.




     The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency.



     Section 10.03. Money for Securities Payments to Be Held in Trust. If the Company shall at
any time act as its own Paying Agent with respect to any series of Securities, it will, on or
before each due date of the principal of or any premium or interest on any of the Securities of
that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.



     Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, on or prior to each due date of the principal of or any premium or interest on any Securities
of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.



     The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will (a) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (b) during the
continuance of any default by the Company (or any other obligor upon the Securities of that



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series) in the making of any payment in respect of the Securities of that series, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.




     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or any premium or interest on any Security of any series
and remaining unclaimed for a period ending on the earlier of the date that is ten Business Days
prior to the date such money would escheat to the State or two years after such principal, premium
or interest has become due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in each Place of Payment, notice that
such money remains unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money then remaining will
be repaid to the Company. The Company shall have no right, title or interest in or to any moneys
held by the Trustee or any Paying Agent pursuant to this Section except as set forth in the
preceding sentence. The Trustee or such Paying Agent shall not be liable to any Holder for interest
on funds held by it for the payment and discharge of the principal, interest, or premium on any of
the Securities to any Holder.



     Section 10.04. Statement by Officers as to Default. The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company ending after the date hereof, an
Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the
Company is in default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge. The



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fiscal year of the Company currently ends on July 31; and the Company will give the Trustee
prompt written notice of any change of its fiscal year.




     Section 10.05. Existence. Subject to Article Eight, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its existence.



     Section 10.06. Maintenance of Properties. The Company will cause all properties used or
useful in the conduct of its business to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as, and to the extent,
in the judgment of the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the operation or maintenance
of any of such properties if such discontinuance is, in the judgment of the Company, desirable in
the conduct of its business and not disadvantageous in any material respect to the Holders.



     Section 10.07. Payment of Taxes and Other Claims. The Company will pay or discharge or cause
to be paid or discharged, before the same shall become delinquent, (a) all taxes, assessments and
governmental charges levied or imposed upon the Company upon the income, profits or property of the
Company, and (b) all lawful claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon the property of the Company; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or
claim (i) whose amount, applicability or validity is being contested in good faith by appropriate
proceedings or (ii) if the failure to pay or discharge would not have a material adverse effect on
the assets, business, operations, properties or condition (financial or otherwise) of the Company
and its Subsidiaries, taken as a whole.



     Section 10.08. Waiver of Certain Covenants. Except as otherwise specified as contemplated by
Section 3.01 for Securities of such series, the Company may, with respect to the Securities of any
series, omit in any particular instance to comply with any term, provision or condition set forth
in any covenant provided pursuant to Section 3.01(s), 9.01(b), 9.01(g), 10.06 or 10.07 for the
benefit of the Holders of such series if before the time for such compliance the Holders of at
least a majority in principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect.



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ARTICLE 11




Redemption of Securities




     Section 11.01. Applicability of Article. Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.01 for such Securities) in accordance with this
Article.



     Section 11.02. Election to Redeem; Notice to Trustee. The election of the Company to redeem
any Securities shall be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 3.01 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such redemption affecting only
a single Security), the Company shall, at least 45 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be redeemed and, if
applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers’ Certificate evidencing compliance with such restriction.



     Section 11.03. Selection by Trustee of Securities to Be Redeemed. If less than all the
Securities of any series are to be redeemed (unless all the Securities of such series and of a
specified tenor are to be redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, provided that
the unredeemed portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination) for such Security.
If less than all the Securities of such series and of a specified tenor are to be redeemed (unless
such redemption affects only a single Security), the particular Securities to be redeemed shall be
selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for redemption in accordance
with the preceding sentence.



     If any Security selected for partial redemption is converted in part before termination of the
conversion right with respect to the portion of the Security so selected, the converted portion of
such Security shall be deemed (so far as may be) to be the portion selected for redemption.
Securities which have been converted during a selection of Securities to be redeemed shall be
treated by the Trustee as Outstanding for the purpose of such selection.



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     The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption as aforesaid and, in case of any Securities selected for partial redemption as
aforesaid, the principal amount thereof to be redeemed.



     The provisions of the two preceding paragraphs shall not apply with respect to any redemption
affecting only a single Security, whether such Security is to be redeemed in whole or in part. In
the case of any such redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.



     For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to
be redeemed only in part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.



     Section 11.04. Notice of Redemption. Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified in the Securities to be redeemed, to each Holder of Securities
to be redeemed, at its address appearing in the Security Register.



     All notices of redemption shall state:



     (a) the Redemption Date;



     (b) the Redemption Price (including accrued interest, if any);



     (c) if less than all the Outstanding Securities of any series consisting of more
than a single Security are to be redeemed, the identification (and, in the case of partial
redemption of any such Securities, the principal amounts) of the particular Securities to be
redeemed and, if less than all the Outstanding Securities of any series consisting of a single
Security are to be redeemed, the principal amount of the particular Security to be redeemed;



     (d) that on the Redemption Date the Redemption Price will become due and payable
upon each such Security to be redeemed and, if applicable, that interest thereon will cease to
accrue on and after said date;



     (e) the place or places where each such Security is to be surrendered for payment of
the Redemption Price;



     (f) if applicable, the conversion price, that the date on which the right to convert
the principal of the Securities or the portions thereof to be redeemed will terminate will be the
Redemption Date and the place or places where such Securities may be surrendered for conversion;
and



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     (g) that the redemption is for a sinking fund, if such is the case.



     Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of
the Company and shall be irrevocable.



     Section 11.05. Deposit of Redemption Price. On or prior to any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.



     If any Security called for redemption is converted, any money deposited with the Trustee or
with a Paying Agent or so segregated and held in trust for the redemption of such Security shall
(subject to the right of any Holder of such Security to receive interest as provided in the last
paragraph of Section 3.07) be paid to the Company on Company Request, or if then held by the
Company, shall be discharged from such trust.



     Section 11.06. Securities Payable on Redemption Date. Notice of redemption having been given
as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date (unless the Company
shall default in the payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record Dates according to
their terms and the provisions of Section 3.07.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date
at the rate prescribed therefor in the Security.



     Section 11.07. Securities Redeemed in Part. Any Security which is to be redeemed only in
part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of



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the same series and of like tenor, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.




ARTICLE 12




Sinking Funds




     Section 12.01. Applicability of Article. The provisions of this Article shall be applicable
to any sinking fund for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.01 for such Securities.



     The minimum amount of any sinking fund payment provided for by the terms of any Securities is
herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum
amount provided for by the terms of such Securities is herein referred to as an “optional sinking
fund payment.” If provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall
be applied to the redemption of Securities as provided for by the terms of such Securities.



     Section 12.02. Satisfaction of Sinking Fund Payments with Securities. The Company (a) may
deliver Outstanding Securities of a series (other than any previously called for redemption) and
(b) may apply as a credit Securities of a series which have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to any Securities of such
series required to be made pursuant to the terms of such Securities as and to the extent provided
for by the terms of such Securities; provided that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and credited for such
purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed,
for redemption through operation of the sinking fund and the amount of such sinking fund payment
shall be reduced accordingly.



     Section 12.03. Redemption of Securities for Sinking Fund. Not less than 60 days prior to
each sinking fund payment date for any Securities, the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 12.02 and will also deliver to the Trustee
any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment
date, the Trustee shall select the Securities to be redeemed upon




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sinking fund payment date in
the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 11.04. Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and
11.07.




ARTICLE 13

Defeasance and Covenant Defeasance




     Section 13.01 . Company’s Option to Effect Defeasance or Covenant Defeasance. The Company
may elect, at its option at any time, to have Section 13.02 or Section 13.03 applied to any
Securities or any series of Securities, as the case may be, designated pursuant to Section 3.01 as
being defeasible pursuant to such Section 13.02 or 13.03, in accordance with any applicable
requirements provided pursuant to Section 3.01 and upon compliance with the conditions set forth
below in this Article. Any such election shall be evidenced by a Board Resolution or in another
manner specified as contemplated by Section 3.01 for such Securities.



     Section 13.02 . Defeasance and Discharge. Upon the Company’s exercise of its option (if any)
to have this Section applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with respect to such
Securities as provided in this Section on and after the date the conditions set forth in Section
13.04 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), subject to the following which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest on such Securities
when payments are due, (b) the Company’s obligations with respect to such Securities under Sections
3.04, 3.05, 3.06, 10.02 and 10.03, and, if applicable, Article Fourteen, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (d) this Article. Subject to compliance
with this Article, the Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have Section 13.03 applied
to such Securities.



     Section 13.03 . Covenant Defeasance. Upon the Company’s exercise of its option (if any) to
have this Section applied to any Securities or any series of Securities, as the case may be:



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     (a) the Company shall be released from its obligations under Sections 10.06 through
10.07, inclusive, and any covenants provided pursuant to Section 3.01(s), 9.01(b) or 9.01(g) for
the benefit of the Holders of such Securities; and



     (b) the occurrence of any event specified in Section 5.01(d) (with respect to any of
Sections 10.06 through 10.07, inclusive, and any such covenants provided pursuant to Section
3.01(s), 9.01(b) or 9.01(g)) shall be deemed not to be or result in an Event of Default, in each
case with respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 13.04 are satisfied (hereinafter called “Covenant Defeasance”). For
this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may
omit to comply with and shall have no liability in respect of any term, condition or limitation set
forth in any such specified Section (to the extent so specified in the case of Section 5.01(d)),
whether directly or indirectly by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be unaffected thereby.



     Section 13.04 . Conditions to Defeasance or Covenant Defeasance. The following shall be the
conditions to the application of Section 13.02 or Section 13.03 to any Securities or any series of
Securities, as the case may be:



     (a) the Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by Section 6.09 and
agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for
the purpose of making the following payments, specifically pledged as security for, and dedicated
solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S.
Government Obligations which through the scheduled payment of principal and interest in respect
thereof in accordance with their terms will provide, not later than one day before the due date of
any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any
premium and interest on such Securities on the respective Stated Maturities, in accordance with the
terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x)
any security which is (i) a direct obligation of the United States of America for the payment of
which the full faith and credit of the United States of America is pledged or (ii) an obligation of
a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary receipt



65









 




issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with
respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such
bank for the account of the holder of such depositary receipt, or with respect to any specific
payment of principal of or interest on any U.S. Government Obligation which is so specified and
held, provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific payment of principal
or interest evidenced by such depositary receipt;




     (b) In the event of an election to have Section 13.02 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (A) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a
change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and
based thereon such opinion shall confirm that, the Holders of such Securities will not recognize
gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge
to be effected with respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur;



     (c) In the event of an election to have Section 13.03 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or
loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be
effected with respect to such Securities and will be subject to Federal income tax on the same
amount, in the same manner and at the same times as would be the case if such deposit and Covenant
Defeasance were not to occur;



     (d) The Company shall have delivered to the Trustee an Officers’ Certificate to the
effect that neither such Securities nor any other Securities of the same series, if then listed on
any securities exchange, will be delisted as a result of such deposit;



     (e) No event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to such Securities or any other Securities shall have occurred and be
continuing at the time of such deposit or, with regard to any such event specified in Sections
5.01(e) and 5.01(f), at any time on or prior to the 90th day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until after such 90th day);



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     (f) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in
default within the meaning of such Act);



     (g) Such Defeasance or Covenant Defeasance shall not result in a breach or violation
of, or constitute a default under, any other agreement or instrument to which the Company is a
party or by which it is bound;



     (h) Such Defeasance or Covenant Defeasance shall not result in the trust arising
from such deposit constituting an investment company within the meaning of the Investment Company
Act unless such trust shall be registered under such Act or exempt from registration thereunder;
and



     (i) The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or
Covenant Defeasance have been complied with.



     Section 13.05 . Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all
money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee
or other qualifying trustee (solely for purposes of this Section and Section 13.06, the Trustee and
any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 13.04 in
respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due thereon in respect
of principal and any premium and interest, but money so held in trust need not be segregated from
other funds except to the extent required by law. The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 13.04 or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the Holders of
Outstanding Securities. Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 13.04 with respect to any Securities which, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may
be, with respect to such Securities.



     Section 13.06 . Reinstatement. If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to any



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Securities by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or released pursuant to
Section 13.02 or 13.03 shall be revived and reinstated as though no deposit had occurred pursuant
to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 13.05 with respect to such
Securities in accordance with this Article; provided, however, that if the Company makes any
payment of principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in trust.




ARTICLE 14

Conversion of Securities




     Section 14.01 . Applicability of Article. The provisions of this Article shall be applicable
to the Securities of any series which are convertible into shares of Common Stock of the Company,
and the issuance of such shares of Common Stock upon the conversion of such Securities, except as
otherwise specified as contemplated by Section 3.01 for the Securities of such series.



     Section 14.02 . Exercise of Conversion Privilege. In order to exercise a conversion
privilege, the Holder of a Security of a series with such a privilege shall surrender such Security
to the Company at the office or agency maintained for that purpose pursuant to Section 10.02,
accompanied by a duly executed conversion notice to the Company substantially in the form set forth
in Section 2.06 stating that the Holder elects to convert such Security or a specified portion
thereof. Such notice shall also state, if different from the name and address of such Holder, the
name or names (with address) in which the certificate or certificates for shares of Common Stock
which shall be issuable on such conversion shall be issued. Securities surrendered for conversion
shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by
instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the
registered Holder or its attorney duly authorized in writing; and Securities so surrendered for
conversion (in whole or in part) during the period from the close of business on any Regular Record
Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities
or portions thereof called for redemption during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business Day after the next
succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the
second such Business Day) shall also be accompanied by payment in funds acceptable to the Company
of an amount equal to the interest payable on such Interest Payment Date on the principal amount of
such Security then being converted, and such interest shall be payable to such



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registered Holder notwithstanding the conversion of such Security, subject to the provisions
of Section 3.07 relating to the payment of Defaulted Interest by the Company. As promptly as
practicable after the receipt of such notice and of any payment required pursuant to a Board
Resolution and, subject to Section 3.03, set forth, or determined in the manner provided, in an
Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth
the terms of such series of Security, and the surrender of such Security in accordance with such
reasonable regulations as the Company may prescribe, the Company shall issue and shall deliver, at
the office or agency at which such Security is surrendered, to such Holder or on its written order,
a certificate or certificates for the number of full shares of Common Stock issuable upon the
conversion of such Security (or specified portion thereof), in accordance with the provisions of
such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided
therein in respect of any fractional share of such Common Stock otherwise issuable upon such
conversion. Such conversion shall be deemed to have been effected immediately prior to the close of
business on the date on which such notice and such payment, if required, shall have been received
in proper order for conversion by the Company and such Security shall have been surrendered as
aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the
Company to effect the conversion on a particular date following such surrender and such Holder
shall be entitled to convert such Security on such date, in which case such conversion shall be
deemed to be effected immediately prior to the close of business on such date) and at such time the
rights of the Holder of such Security as such Security Holder shall cease and the person or persons
in whose name or names any certificate or certificates for shares of Common Stock of the Company
shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of
record of the shares represented thereby. Except as set forth above and subject to the final
paragraph of Section 3.07, no payment or adjustment shall be made upon any conversion on account of
any interest accrued on the Securities (or any part thereof) surrendered for conversion or on
account of any dividends on the Common Stock of the Company issued upon such conversion. In the
case of any Security which is converted in part only, upon such conversion the Company shall
execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at
the expense of the Company, a new Security or Securities of the same series, of authorized
denominations, in aggregate principal amount equal to the unconverted portion of such Security.




     Section 14.03 . No Fractional Shares. No fractional share of Common Stock of the Company
shall be issued upon conversions of Securities of any series. If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of full shares which shall be
issuable upon conversion shall be computed on the basis of the aggregate principal amount of the
Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If,
except for the provisions of this Section 14.03, any Holder of a Security or Securities would be
entitled to a fractional share of Common Stock of the



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Company upon the conversion of such Security or Securities, or specified portions thereof, the
Company shall pay to such Holder an amount in cash equal to the current market value of such
fractional share computed, (i) if such Common Stock is listed or admitted to unlisted trading
privileges on a national securities exchange or market, on the basis of the last reported sale
price regular way on such exchange or market on the last trading day prior to the date of
conversion upon which such a sale shall have been effected, or (ii) if such Common Stock is not at
the time so listed or admitted to unlisted trading privileges on a national securities exchange or
market, on the basis of the average of the bid and asked prices of such Common Stock in the
over-the-counter market, on the last trading day prior to the date of conversion, as reported by
the National Quotation Bureau, Incorporated or similar organization if the National Quotation
Bureau, Incorporated is no longer reporting such information, or if not so available, the fair
market price as determined by the Board of Directors. For purposes of this Section, “trading day”
shall mean each Monday, Tuesday, Wednesday, Thursday and Friday other than any day on which the
Common Stock is not traded on the Nasdaq National Market, or if the Common Stock is not traded on
the Nasdaq National Market, on the principal exchange or market on which the Common Stock is traded
or quoted.




     Section 14.04 . Adjustment of Conversion Price. The conversion price of Securities of any
series that is convertible into Common Stock of the Company shall be adjusted for any stock
dividends, stock splits, reclassifications, combinations or similar transactions in accordance with
the terms of the supplemental indenture or Board Resolutions setting forth the terms of the
Securities of such series. Whenever the conversion price is adjusted, the Company shall compute the
adjusted conversion price in accordance with terms of the applicable Board Resolution or
supplemental indenture and shall prepare an Officers’ Certificate setting forth the adjusted
conversion price and showing in reasonable detail the facts upon which such adjustment is based,
and such certificate shall forthwith be filed at each office or agency maintained for the purpose
of conversion of Securities pursuant to Section 10.02 and, if different, with the Trustee. The
Company shall forthwith cause a notice setting forth the adjusted conversion price to be mailed,
first class postage prepaid, to each Holder of Securities of such series at its address appearing
on the Security Register and to any conversion agent other than the Trustee.



     Section 14.05 . Notice of Certain Corporate Actions. In case:



     (a) the Company shall declare a dividend (or any other distribution) on its Common
Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which
approval of any shareholders of the Company is required) that would require an adjustment pursuant
to Section 14.04;



     (b) the Company shall authorize the granting to all or substantially all of the
holders of its Common Stock of rights, options or warrants to subscribe for or



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purchase any shares of capital stock of any class or of any other rights (other than any such
grant for which approval of any shareholders of the Company is required);




     (c) of any reclassification of the Common Stock of the Company (other than a
subdivision or combination of its outstanding shares of Common Stock, or of any consolidation,
merger or share exchange to which the Company is a party and for which approval of any shareholders
of the Company is required), or of the sale 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; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to
all Holders at their last addresses as they shall appear in the Security Register, at least 20 days
(or 10 days in any case specified in Clause (a) or (b) above) prior to the applicable record date
hereinafter specified, a notice stating (i) the date on which a record is to be taken for the
purpose of such dividend, distribution, rights, options 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, rights, options or warrants are to be determined, or (ii) the date on which such
reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding
up is expected to become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or
other property deliverable upon such reclassification, consolidation, merger, share exchange, sale,
dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion
agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.



     Section 14.06 . Reservation of Shares of Common Stock. The Company shall at all times
reserve and keep available, free from preemptive rights, out of its authorized but unissued Common
Stock, for the purpose of effecting the conversion of Securities, the full number of shares of
Common Stock of the Company then issuable upon the conversion of all outstanding Securities of any
series that has conversion rights.



     Section 14.07 . Payment of Certain Taxes Upon Conversion. Except as provided in the next
sentence, the Company will pay any and all taxes that may be payable in respect of the issue or
delivery of shares of its Common Stock on conversion of Securities pursuant hereto. The Company
shall not, however, be required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of shares of its Common Stock in a name other than that of the
Holder of the Security or Securities to be converted, and no such issue or delivery shall be made
unless and until the person requesting such issue has paid to the Company the amount of any such
tax, or has established, to the satisfaction of the Company, that such tax has been paid.



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     Section 14.08 . Nonassessability. The Company covenants that all shares of its Common Stock
which may be issued upon conversion of Securities will upon issue in accordance with the terms
hereof be duly and validly issued and fully paid and nonassessable.



     Section 14.09 . Provision in Case of Consolidation, Merger or Sale of Assets. In case of any
consolidation or merger of the Company with or into any other Person, any merger of another Person
with or into the Company (other than a merger which does not result in any reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any
conveyance, sale, transfer or lease of all or substantially all of the assets of the Company, the
Person formed by such consolidation or resulting from such merger or which acquires such assets, as
the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that
the Holder of each Security of a series then Outstanding that is convertible into Common Stock of
the Company shall have the right thereafter (which right shall be the exclusive conversion right
thereafter available to said Holder), during the period such Security shall be convertible, to
convert such Security only into the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, conveyance, sale, transfer or lease by a holder of the
number of shares of Common Stock of the Company into which such Security might have been converted
immediately prior to such consolidation, merger, conveyance, sale, transfer or lease, assuming such
holder of Common Stock of the Company (i) is not a Person with which the Company consolidated or
merged with or into or which merged into or with the Company or to which such conveyance, sale,
transfer or lease was made, as the case may be (a “Constituent Person”), or an Affiliate of a
Constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer or lease (provided that if the kind or amount of securities, cash and
other property receivable upon such consolidation, merger, conveyance, sale, transfer, or lease is
not the same for each share of Common Stock of the Company held immediately prior to such
consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent Person or
an Affiliate thereof and in respect of which such rights of election shall not have been exercised
(“Non-electing Share”), then for the purpose of this Section 14.09 the kind and amount of
securities, cash and other property receivable upon such consolidation, merger, conveyance, sale,
transfer or lease by the holders of each Non-electing Share shall be deemed to be the kind and
amount so receivable per share by a plurality of the Non-electing Shares). Such supplemental
indenture shall provide for adjustments which, for events subsequent to the effective date of such
supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article or in accordance with the terms of the supplemental indenture or Board
Resolutions setting forth the terms of such adjustments. The above provisions of this Section 14.09
shall similarly apply to successive consolidations, mergers, conveyances, sales, transfers or
leases. Notice of the execution of such a supplemental indenture shall be given by the Company



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to the Holder of each Security of a series that is convertible into Common Stock of the
Company as provided in Section 1.06 promptly upon such execution. Neither the Trustee nor any
conversion agent, if any, shall be under any responsibility to determine the correctness of any
provisions contained in any such supplemental indenture relating either to the kind or amount of
shares of stock or other securities or property or cash receivable by Holders of Securities of a
series convertible into Common Stock of the Company upon the conversion of their Securities after
any such consolidation, merger, conveyance, transfer, sale or lease or to any such adjustment, but
may accept as conclusive evidence of the correctness of any such provisions, and shall be protected
in relying upon, an Opinion of Counsel with respect thereto, which the Company shall cause to be
furnished to the Trustee upon request.




     Section 14.10 . Duties of Trustee Regarding Conversion. Neither the Trustee nor any
conversion agent shall at any time be under any duty or responsibility to any Holder of Securities
of any series that is convertible into Common Stock of the Company to determine whether any facts
exist which may require any adjustment of the conversion price, or with respect to the nature or
extent of any such adjustment when made, or with respect to the method employed, whether herein or
in any supplemental indenture, any resolutions of the Board of Directors or written instrument
executed by one or more officers of the Company provided to be employed in making the same.
Neither the Trustee nor any conversion agent shall be accountable with respect to the validity or
value (or the kind or amount) of any shares of Common Stock of the Company, or of any securities or
property, which may at any time be issued or delivered upon the conversion of any Securities and
neither the Trustee nor any conversion agent makes any representation with respect thereto. Subject
to the provisions of Section 6.01, neither the Trustee nor any conversion agent shall be
responsible for any failure of the Company to issue, transfer or deliver any shares of its Common
Stock or stock certificates or other securities or property upon the surrender of any Security for
the purpose of conversion or to comply with any of the covenants of the Company contained in this
Article Fourteen or in the applicable supplemental indenture, resolutions of the Board of Directors
or written instrument executed by one or more duly authorized officers of the Company.



     Section 14.11 . Repayment of Certain Funds Upon Conversion. Any funds which at any time
shall have been deposited by the Company or on its behalf with the Trustee or any other paying
agent for the purpose of paying the principal of, and premium, if any, and interest, if any, on any
of the Securities (including, but not limited to, funds deposited for the sinking fund referred to
in Article Twelve hereof and funds deposited pursuant to Article Thirteen hereof) and which shall
not be required for such purposes because of the conversion of such Securities as provided in this
Article Fourteen shall after such conversion be repaid to the Company by the Trustee upon the
Company’s written request.



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



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



	 	 	 	 	 
	 	 	INTUIT INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Merenbach
	 

	 	 	 	 
	 

	 	 	 	Name: David Merenbach
	 

	 	 	 	Title: Vice President, Treasurer
	ATTEST:
	 	 	 	 
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST
	 	 	    COMPANY, N.A., as Trustee
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Raymond Torres
	 

	 	 	 	 
	 

	 	 	 	Name: Raymond Torres
	 

	 	 	 	Title: Assistant Vice President







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