exv4w01



 





Exhibit 4.01




INTUIT INC.




OFFICERS’ CERTIFICATE




     Pursuant to Section 1.02 and 3.01 of the Indenture dated as of March 7, 2007 (the “Indenture”)
between the Intuit Inc., a Delaware corporation (the “Company”), and The Bank of New York Trust
Company, N.A., as Trustee (the “Trustee”), the undersigned officers of the Company do hereby
certify on behalf of the Company, solely in their respective capacities as officers of the Company
and not as individuals, as follows in connection with the issuance of the Company’s $500,000,000
aggregate principal amount of 5.40% Senior Notes due 2012 and $500,000,000 aggregate principal
amount of 5.75% Senior Notes due 2017 (collectively, the “Securities”) under the Indenture:



     1.     All conditions precedent under the Indenture to the issuance, authentication and delivery
of the Securities have been complied with.



     2.     The undersigned have read the conditions referred to in paragraph 1 above and the
definitions contained in the Indenture relating thereto.



     3.     The statements of the undersigned contained herein are based upon their participation in
the issuance of the Securities and a review of the Indenture.



     4.     Each of the undersigned has made such examination or investigation as is necessary in the
undersigned’s opinion to enable the undersigned to express an informed opinion as to whether the
conditions referred to in paragraph 1 above have been complied with.



     5.     The terms of the Securities are as follows:



	 	 	 
	Title:

	 	5.40% Senior Notes due 2012 (the “2012 Notes”)
	 
	 	 
	 

	 	5.75% Senior Notes due 2017 (the “2017 Notes”)
	Aggregate Principal
Amount at Maturity for
all Series of
Securities:

	 	
$500,000,000 of 2012 Notes


$500,000,000 of 2017 Notes
	 
	 	 
	Maturity Date:

	 	2012 Notes — March 15, 2012
	 
	 	 
	 

	 	2017 Notes — March 15, 2017






 









 






	 	 	 
	Interest:

	 	2012 Notes — 5.40% per annum, accruing from March
12, 2007, payable on March 15 and September 15 of
each year to the person in whose name the 2012
Notes are registered at the close of business on
the March 1 or September 1, as the case may be,
immediately preceding the relevant interest payment
date, commencing on September 15, 2007.
	 
	 	 
	 

	 	2017 Notes — 5.75% per annum, accruing from March
12, 2007, payable on March 15 and September 15 of
each year to the person in whose name the 2017
Notes are registered at the close of business on
the March 1 or September 1, as the case may be,
immediately preceding the relevant interest payment
date, commencing on September 15, 2007.
	 
	 	 
	Denomination and
Registration:

	 	The Securities are in registered, book-entry form,
without coupons, in denominations of $2,000 and
integral multiples of $1,000 in excess thereof.
The Securities shall be issuable in the form of one
or more Global Securities registered in the name of
Cede & Co., as nominee for The Depository Trust
Company, acting as Depository for the Securities.
	 
	 	 
	Optional Redemption:

	 	The Company may at its option redeem the Securities
of either series, at any time, in whole or in part,
on at least 30 days, but not more than 60 days,
prior notice mailed to the registered address of
each holder of the Securities to be redeemed at a
redemption price equal to the greater of (i) 100%
of the aggregate principal amount of the Securities
to be redeemed or (ii) the sum of the present
values of the Remaining Scheduled Payments (as
defined in each of the 2012 Notes and 2017 Notes),
discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve
30-day months) using a discount rate equal to the Treasury Rate plus 0.15% (15
basis points), in the case of the 2012 Notes, and
the Treasury Rate plus 0.20% (20 basis points), in
the case of the 2017 Notes, plus, in the case of
each of clause (i) or (ii), accrued and unpaid
interest thereon to, but not including, the
redemption date.
	 
	 	 
	 

	 	“Treasury Rate” means, with respect to any
redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity (computed
as of the third business day immediately preceding
that redemption date) of the Comparable Treasury
Issue. In determining this rate, the Company will
assume a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such
redemption date.
	 
	 	 
	 

	 	“Comparable Treasury Issue” means the United States






 









 






	 	 	 
	 

	 	Treasury security selected by an Independent
Investment Banker as having an actual or
interpolated maturity comparable to the remaining
term of the Securities to be redeemed that would be
utilized, at the time of selection and in
accordance with customary financial practice, in
pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such
Securities.
	 
	 	 
	 

	 	“Independent Investment Banker” means Citigroup
Global Markets Inc. or J.P. Morgan Securities Inc.,
or their respective successors as may be appointed
from time to time by the Company; provided,
however, that if either of the foregoing ceases to
be a primary U.S. Government securities dealer in
New York City (a “primary treasury dealer”), the
Company will substitute another primary treasury
dealer.
	 
	 	 
	 

	 	“Comparable Treasury Price” means, with respect to
any redemption date, (1) the arithmetic average of
the Reference Treasury Dealer Quotations for such
redemption date after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2)
if the Trustee obtains fewer than four Reference
Treasury Dealer Quotations, the arithmetic average
of all Reference Treasury Dealer Quotations for
such redemption date.
	 
	 	 
	 

	 	“Reference Treasury Dealer Quotations” means, with
respect to each Reference Treasury Dealer and any
redemption date, the arithmetic average, as
determined by the Company, of the bid and asked
prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal
amount) quoted in writing to the Company by such
Reference Treasury Dealer as of 3:30 p.m., New York
City time, on the third business day preceding such
redemption date.
	 
	 	 
	 

	 	“Reference Treasury Dealer” means Citigroup Global
Markets Inc. and J.P. Morgan Securities Inc., and
two other primary treasury dealers selected by the
Company, and each of their respective successors
and any other primary treasury dealers selected by
the Company.
	 
	 	 
	Purchase of Securities upon a Change of Control
Repurchase Event:

	 	Upon the occurrence of a Change of Control Repurchase Event, unless the Company
has exercised its right to redeem the Securities, the Company will be required
to make an offer to each holder of the Securities to repurchase all or any part
(in integral multiples of $1,000) of that holder’s Securities at a repurchase
price in cash equal to 101% of the aggregate principal amount of the Securities
repurchased, plus accrued and unpaid interest to, but not including, the date
of repurchase.
	 
	 	 
	 

	 	Within 30 days following any Change of Control Repurchase Event or, at the
option of the Company, prior to any Change of Control, but after the public
announcement of the Change of Control, the Company will mail a notice to each
securityholder, with a copy to the Trustee, stating:
	 
	 	 
	 

	 	     (1) that a Change of Control has occurred or is about to occur and that such
holder has the right to require the Company to purchase such holder’s
Securities at a purchase price in cash equal to 101% of the principal amount
thereof on the date of purchase, plus accrued and unpaid interest to, but not
including, the date of purchase (subject to the right of holders of record on
the relevant record date to receive interest on the relevant interest payment
date);
	 
	 	 
	 

	 	     (2) the circumstances and relevant facts regarding such Change of Control
Repurchase Event or, if the Change of Control is about to occur, the
circumstances and relevant facts regarding such Change of Control;
	 
	 	 
	 

	 	     (3) the purchase date (which shall be no earlier than 30 calendar days nor
later than 60 calendar days from the date such notice is mailed);
	 
	 	 
	 

	 	     (4) the instructions, as determined by the Company, that a holder must follow
in order to have its Securities purchased; and
	 
	 	 
	 

	 	     (5) that the offer to purchase is conditioned on the Change of Control
Repurchase Event occurring on or prior to the specified purchase date, if
mailed prior to the date of consummation of the Change of Control.
	 
	 	 
	 

	 	On the repurchase date following a Change of Control Repurchase Event, the
Company will, to the extent lawful:
	 
	 	 
	 

	 	     (1) accept for payment all the Securities or portions of the Securities
properly tendered pursuant to its offer;
	 
	 	 
	 

	 	     (2) deposit with the Paying Agent an amount equal to the aggregate purchase
price in respect of all the
Securities or portions of the Securities properly tendered; and
	 
	 	 
	 

	 	     (3) deliver or cause to be delivered to the Trustee the Securities properly
accepted, together with an Officers’
Certificate stating the aggregate principal amount of Securities being
purchased by the Company.
	 
	 	 
	 

	 	The Paying Agent will promptly mail to each holder of Securities properly
tendered the purchase price for the Securities, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book-entry) to each holder
a new Security equal in principal amount to any unpurchased portion of any
Securities surrendered.
	 
	 	 
	 

	 	Notwithstanding the foregoing, the Company will not be required to make an
offer to repurchase the Securities upon a Change of Control Repurchase Event
with respect to a particular series of Securities, if, with respect to such
series of Securities, a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for an offer made by
the Company and such third party purchases all Securities of such series
properly tendered and not withdrawn under its offer.
	 
	 	 
	 

	 	The Company shall comply, to the extent applicable, with the requirements of
Section 14(e)(1) of the Exchange Act and any other securities laws or
regulations thereunder to the extent those laws and regulations are applicable
in connection with the repurchase of the Securities as a result of Change of
Control Repurchase Event. To the extent that the provisions of any securities
laws or regulations conflict with the Change of Control Repurchase Event
provisions of the Securities, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Change of Control Re
purchase Event provisions of the
Securities by virtue of such conflict.
	 
	 	 






 









 






	 	 	 
	 

	 	“Change of Control” means the occurrence of any of
the following: (1) the direct or indirect sale,
transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or
a series of related transactions, of all or
substantially all of the properties or assets of
the Company and its subsidiaries taken as a whole
to any “person” (as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) other than the Company or one
of its subsidiaries; (2) the adoption of a plan
relating to the Company’s liquidation or
dissolution; (3) the consummation of any
transaction (including, without limitation, any
merger or consolidation) the result of which is
that any “person” (as defined above) becomes the
beneficial owner, directly or indirectly, of more
than 50% of the then outstanding number of shares
of Voting Stock of the Company; or (4) the first
day on which a majority of the members of the board
of directors of the Company are not Continuing
Directors.
	 
	 	 
	 

	 	“Change of Control Repurchase Event” means the
occurrence of both a Change of Control and a
Ratings Event.
	 
	 	 
	 

	 	“Continuing Directors” means, as of any date of
determination, any member of the board of directors
of the Company who (1) was a member of such board
of directors on the date of the issuance
of the Securities; or (2) was nominated for
election or elected to such board of directors with
the approval of a majority of the continuing
directors who were members of such board of
directors at the time of such nomination or
election.
	 
	 	 
	 

	 	“Investment Grade” means a rating of Baa3 or better
by Moody’s (or its equivalent under any successor
Rating Categories of Moody’s); a rating of BBB- or
better by S&P (or its equivalent under any
successor Rating Categories of S&P); and the
equivalent Investment Grade credit rating from any
additional Rating Agency or Rating Agencies
selected by the Company.
	 
	 	 
	 

	 	“Rating Agency” means (1) each of Moody’s and S&P;
and (2) if either of Moody’s or S&P ceases to rate
the Securities or fails to make a rating of the
Securities publicly available for reasons outside
of the control of the Company, a “nationally
recognized statistical rating organization” within
the meaning of Rule 15c3-l(e)(2)(vi)(F) under the
Exchange Act, selected by the Company (as certified
by a resolution of the board of directors of the
Company) as a replacement agency for Moody’s or
S&P, or both, as the






 









 






	 	 	 
	 

	 	case may be.
	 
	 	 
	 

	 	“Ratings Event” means the occurrence of the events
described in (a) or (b) below on, or within 90 days
after the earlier of, (i) the occurrence of a
Change of Control or (ii) public notice of the
occurrence of a Change of Control or the intention
by the Company to effect a Change of Control (which
period shall be extended so long as the rating of
the Securities is under publicly announced
consideration for a possible downgrade by any of
the Rating Agencies): (a) in the event the
Securities are rated by both Moody’s Investors
Service Inc. (“Moody’s”) and Standard & Poor’s, a
division of The McGraw-Hill Companies, Inc. (“S&P”)
on the Rating Date as Investment Grade, the rating
of the Securities shall be reduced so that the
Securities are rated below Investment Grade by both
Rating Agencies, or (b) in the event the Securities
(1) are rated Investment Grade by one Rating Agency
and below Investment Grade by the other Rating
Agency, the rating of the Securities by either
Rating Agency shall be decreased by one or more
gradations (including gradations within Rating
Categories, as well as between Rating Categories)
so that the Securities are then rated below
Investment Grade by both Rating Agencies or (2) are
rated below Investment Grade by both Rating
Agencies on the Rating Date, the rating of the
Securities by either Rating Agency shall be
decreased by one or more gradations (including
gradations within Rating Categories, as well as
between Rating Categories). Notwithstanding the
foregoing, a Ratings Event otherwise arising by
virtue of a particular reduction in rating shall
not be deemed to have occurred in respect of a
particular Change of Control (and thus shall not be
deemed a Ratings Event for purposes of the
definition of Change of Control Repurchase Event)
if the Rating Agencies making the reduction in
rating to which this definition would otherwise
apply do not announce or publicly confirm or inform
the Trustee in writing at its request that the
reduction was the result, in whole or in part, of
any event or circumstance comprised of or arising
as a result of, or in respect of, the applicable
Change of Control (whether or not the applicable
Change of Control shall have occurred at the time
of the Ratings Event).
	 
	 	 
	 

	 	“Rating Date” means the date which is 90 days prior
to the earlier of (i) a Change of Control or (ii)
public notice of the occurrence of a Change of
Control or of the intention by the Company to
effect a Change of Control.
	 
	 	 
	 

	 	“Rating Category” means (i) with respect to S&P,
any of






 









 






	 	 	 
	 

	 	the following categories: BBB, BB, B, CCC,
CC, C and D (or equivalent successor categories);
(ii) with respect to Moody’s, any of the following
categories: Baa, Ba, B, Caa, Ca, C and D (or
equivalent successor categories); and (iii) the
equivalent of any such category of S&P or Moody’s
used by another Rating Agency. In determining
whether the rating of the Securities has decreased
by one or more gradations, gradations within Rating
Categories (+ and — for S&P; 1, 2 and 3 for
Moody’s; or the equivalent gradations for another
Rating Agency) shall be taken into account (e.g.,
with respect to S&P, a decline in a rating from BB+
to BB, as well as from BB- to B+, will constitute a
decrease of one gradation).
	 
	 	 
	 

	 	“Voting Stock” of any specified “person” (as that
term is used in Section 13(d)(3) of the Exchange
Act) as of any date means the capital stock of such
person that is at the time entitled to vote
generally in the election of the board of directors
of such person.
	 
	 	 
	Certain Covenants:

	 	In addition to the covenants described in Article
10 of the Indenture, while the 2012 Notes and the
2017 Notes are Outstanding, the Company shall be
bound by the following covenants:
	 
	 	 
	 

	 	A. Limitation on Liens
	 
	 	 
	 

	 	The Company will not directly or indirectly incur,
and will not permit any of its wholly-owned
subsidiaries to directly or indirectly incur, any
indebtedness secured by a mortgage, security
interest, pledge, lien, charge or other similar
encumbrance (collectively, “Liens”) upon (a) any
Principal Property of the Company or any of its
wholly-owned subsidiaries or (b) any shares of
stock or indebtedness of any of its wholly-owned
subsidiaries (whether such Principal Property,
shares or indebtedness are now existing or owned or
hereafter created or acquired), in each case,
unless prior to or at the same time, the Securities
(together with, at the option of the Company, any
other indebtedness or guarantees of the Company or
any of its subsidiaries ranking equally in right of
payment with the Securities or such guarantee) are
equally and ratably secured with or, at the option
of the Company, prior to, such secured
indebtedness.
	 
	 	 
	 

	 	The foregoing restriction does not apply to:
	 
	 	 
	 

	 	     (1) Liens on property, shares of stock or
indebtedness existing with respect to any person at
the time such person becomes a subsidiary of the
Company or a subsidiary of






 









 






	 	 	 
	 

	 	any subsidiary of the Company, provided that such Lien was not incurred
in anticipation of such person becoming a
subsidiary;
	 
	 	 
	 

	 	     (2) Liens on property, shares of stock or
indebtedness existing at the time of acquisition by
the Company or any of its subsidiaries or a
subsidiary of any subsidiary of the Company of such
property, shares of stock or indebtedness (which
may include property previously leased by the
Company or any of its subsidiaries and leasehold
interests on such property, provided that the lease
terminates prior to or upon the acquisition) or
Liens on property, shares of stock or indebtedness
to secure the payment of all or any part of the
purchase price of such property, shares of stock or
indebtedness, or Liens on property, shares of stock
or indebtedness to secure any indebtedness for
borrowed money incurred prior to, at the time of,
or within 18 months after, the latest of the
acquisition of such property, shares of stock or
indebtedness or, in the case of property, the
completion of construction, the completion of
improvements or the commencement of substantial
commercial operation of such property for the
purpose of financing all or any part of the
purchase price of the property and related costs
and expenses, the construction or the making of the
improvements;
	 
	 	 
	 

	 	     (3) Liens securing indebtedness of the Company or
any of the Company’s subsidiaries owing to the
Company or any of its subsidiaries;

	 
	 	 
	 

	 	     (4) Liens existing on the date of the initial
issuance of the Securities (other than any
additional Securities);

	 
	 	 
	 

	 	     (5) Liens on property or assets of a person
existing at the time such person is merged into or
consolidated with the Company or any of its
subsidiaries, at the time such person becomes a
subsidiary of the Company, or at the time of a
sale, lease or other disposition of all or
substantially all of the properties or assets of a
person to the Company or any of its subsidiaries,
provided that such Lien was not incurred in
anticipation of the merger, consolidation, or sale,
lease, other disposition or other such transaction;
	 
	 	 
	 

	 	     (6) Liens created in connection with a project
financed with, and created to secure, a
Non-recourse Obligation;
	 
	 	 
	 

	 	     (7) Liens created to secure the Securities;
	 
	 	 
	 

	 	     (8) Liens imposed by law, such as carriers’,
warehousemen’s and mechanic’s Liens and other
similar Liens, in each case for sums not yet
overdue by more than






 









 






	 	 	 
	 

	 	30 calendar days or being
contested in good faith by appropriate proceedings
or other Liens arising out of judgments or awards
against such Person with respect to which such
Person shall then be proceeding with an appeal or
other proceedings for review and Liens arising
solely by virtue of any statutory or common law
provision relating to banker’s Liens, rights of
set-off or similar rights and remedies as to
deposit accounts or other funds maintained with a
creditor depository institution;
	 
	 	 
	 

	 	     (9) Liens for taxes, assessments or other
governmental charges not yet due or payable or
subject to penalties for non-payment or which are
being contested in good faith by appropriate
proceedings;
	 
	 	 
	 

	 	     (10) Liens to secure the performance of bids, trade
contracts, leases, statutory obligations, surety
and appeal bonds, performance bonds and other
obligations of a like nature; or
	 
	 	 
	 

	 	     (11) any extensions, renewals or replacements of
any Lien referred to in clauses (1) through (10)
without increase of the principal of the
indebtedness secured by such Lien (except to the
extent of any fees or other costs associated with
any such extension, renewal or replacement);
provided, however, that any Liens permitted by any
of clauses (1) through (10) shall not extend to or
cover any property of the Company or any of its
subsidiaries, as the case may be, other than the
property specified in such clauses and improvements
to such property.
	 
	 	 
	 

	 	Notwithstanding the restrictions set forth in the
preceding paragraph, the Company and its
wholly-owned subsidiaries will be permitted to
incur indebtedness secured by Liens which would
otherwise be subject to the foregoing restrictions
without equally and ratably securing the
Securities, provided that, after giving effect to
such indebtedness, the aggregate amount of all
indebtedness secured by Liens (not including Liens
permitted under clauses (1) through (11) above),
together with all Attributable Debt outstanding
pursuant to the second paragraph of the “Limitation
on Sale and Leaseback Transactions” covenant
described below, does not exceed 20% of the
Consolidated Net Tangible Assets of the Company
calculated as of the date of the creation or
incurrence of the Lien. The Company and its
subsidiaries also may, without equally and ratably
securing the Securities, create or incur Liens that
extend, renew, substitute or replace (including
successive extensions, renewals, substitutions or
replacements), in whole or in






 









 






	 	 	 
	 

	 	part, any Lien
permitted pursuant to the preceding sentence.
	 
	 	 
	 

	 	B. Limitation on Sale and Leaseback Transactions
	 
	 	 
	 

	 	The Company will not directly or indirectly, and
will not permit any of its wholly-owned
subsidiaries directly or indirectly to, enter into
any sale and leaseback transaction for the sale and
leasing back of any property, whether now owned or
hereafter acquired, unless:
	 
	 	 
	 

	 	     (1) such transaction was entered into prior to the
date of the initial issuance of the Securities
(other than any additional Securities);
	 
	 	 
	 

	 	     (2) such transaction was for the sale and leasing
back to the Company or any of its wholly-owned
subsidiaries of any property by one of its
subsidiaries;
	 
	 	 
	 

	 	     (3) such transaction involves a lease for not more
than three years (or which may be terminated by the
Company or its subsidiaries within a period of not
more than three years);
	 
	 	 
	 

	 	     (4) the Company would be entitled to incur
indebtedness secured by a Lien with respect to such
sale and leaseback transaction without equally and
ratably securing the Securities pursuant to the
second paragraph of the “Limitation on Liens”
covenant described above; or
	 
	 	 
	 

	 	     (5) the Company applies an amount equal to the net
proceeds from the sale of such property to the
purchase of other property or assets used or useful
in its business or to the retirement of long-term indebtedness within 365 days before or after the
effective date of any such sale and leaseback
transaction, provided that, in lieu of applying
such amount to the retirement of long-term
indebtedness, the Company may deliver Securities to
the Trustee for cancellation, such Securities to be
credited at the cost thereof to it.
	 
	 	 
	 

	 	Notwithstanding the restrictions set forth in the
preceding paragraph, the Company and its
wholly-owned subsidiaries may enter into any sale
and leaseback transaction which would otherwise be
subject to the foregoing restrictions, if after
giving effect thereto the aggregate amount of all
Attributable Debt with respect to such
transactions, together with all indebtedness
outstanding pursuant to the third paragraph of the
“Limitation on Liens” covenant described above,
does not exceed 20% of the Consolidated Net
Tangible Assets of the Company calculated as of the
closing date of the sale and leaseback transaction.






 









 






	 	 	 
	Additional Definitions:

	 	“Attributable Debt” means, with respect to any sale
and leaseback transaction, at the time of
determination, the lesser of (1) the sale price of
the property so leased multiplied by a fraction the
numerator of which is the remaining portion of the
base term of the lease included in such transaction
and the denominator of which is the base term of
such lease, and (2) the total obligation
(discounted to the present value at the implicit
interest factor, determined in accordance with
generally accepted accounting principles in the
United States of America (“GAAP”), included in the
rental payments) of the lessee for rental payments
(other than amounts required to be paid on account
of property taxes as well as maintenance, repairs,
insurance, water rates and other items which do not
constitute payments for property rights) during the
remaining portion of the base term of the lease
included in such transaction.
	 
	 	 
	 

	 	“Consolidated Net Tangible Assets” means, as of the
time of determination, the aggregate amount of the
assets of the Company and the assets of its
consolidated subsidiaries after deducting (1) all
goodwill, trade names, trademarks, service marks,
patents, unamortized debt discount and expense and
other intangible assets and (2) all current
liabilities, as reflected on the most recent
consolidated balance sheet prepared by the Company
in accordance with GAAP contained in an annual
report on Form 10-K or a quarterly report on Form
10-Q timely filed or any amendment thereto (and not
subsequently disclaimed as not being reliable by
the Company) pursuant to the Exchange Act by the
Company prior to the time as of which “Consolidated
Net Tangible Assets” is being determined.
	 
	 	 
	 

	 	“guarantee” means any obligation, contingent or
otherwise, of any person directly or indirectly
guaranteeing any indebtedness of any other person
and any obligation, direct or indirect, contingent
or otherwise, of such person (1) to purchase or pay
(or advance or supply funds for the purchase or
payment of) such indebtedness of such other person
(whether arising by virtue of partnership
arrangements, or by agreement to keep well, to
purchase assets, goods, securities or services, to
take or pay or to maintain financial statement
conditions or otherwise) or (2) entered into for
purposes of assuring in any other manner the
obligee of such indebtedness of the payment thereof
or to protect such obligee against loss in respect
thereof (in whole or in part); provided, however,
that the term “guarantee” will not include
endorsements for collection or deposit in the
ordinary course of business. The term “guarantee,”
when used as a verb, has a correlative






 









 






	 	 	 
	 

	 	meaning.
	 
	 	 
	 

	 	“incur” means issue, assume, guarantee or otherwise
become liable for.
	 
	 	 
	 

	 	“indebtedness” means, with respect to any person,
obligations (other than Non-recourse Obligations)
of such person for borrowed money (including,
without limitation, indebtedness for borrowed money
evidenced by notes, bonds, debentures or similar
instruments).
	 
	 	 
	 

	 	“Non-recourse Obligation” means indebtedness or
other obligations substantially related to (1) the
acquisition of assets not previously owned by the
Company or any direct or indirect subsidiaries of
the Company or (2) the financing of a project
involving the development or expansion of
properties of the Company or any direct or indirect
subsidiaries of the Company, as to which the
obligee with respect to such indebtedness or
obligation has no recourse to the Company or any
direct or indirect subsidiary of the Company or
such subsidiary’s assets other than the assets
which were acquired with the proceeds of such
transaction or the project financed with the
proceeds of such transaction (and the proceeds
thereof).
	 
	 	 
	 

	 	“person” means any individual, corporation,
partnership, limited liability company, joint
venture, association, joint-stock company, trust,
unincorporated organization or government or
political subdivision thereof.
	 
	 	 
	 

	 	“Principal Property” means the Company’s principal
offices in Mountain View, California, each research
and development facility and each service and
support facility (in each case including associated
office facilities) located within the territorial
limits of the States of the United States of
America owned by the Company or any of its
wholly-owned subsidiaries, except such as the
Company’s board of directors by resolution
determines in good faith (taking into account,
among other things, the importance of such property
to the business, financial condition and earnings
of the Company and its subsidiaries taken as a
whole) not to be of material importance to the
business of the Company and its subsidiaries, taken
as a whole.
	 
	 	 
	 

	 	“subsidiary” means, with respect to any person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of that date, as well as any other
corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests are, as of
that date, owned, controlled or held by the parent or one or more subsidiaries
of the parent or by the parent and one or more subsidiaries of the parent.
	 
	 	 
	Additional Events of
Default:

	 	In addition to the Events of Default described in
Section 5.01 of the Indenture, each of the
following is an Event of Default under the
Indenture: (1) a failure to pay principal of or
premium, if any, on any Security when due at its
stated maturity date, upon optional redemption or
otherwise; (2) a failure to repurchase Securities
of each series tendered for repurchase following
the occurrence of a Change of Control






 









 






	 	 	 
	 

	 	Repurchase
Event in conformity with “Purchase of Securities upon a Change of Control
Repurchase Event” above; (3)(a) a failure to make
any payment at maturity, including any applicable
grace period, on any indebtedness of the Company
(other than indebtedness of the Company owing to
any of its subsidiaries) outstanding in an amount
in excess of $100,000,000 and continuance of this
failure to pay or (b) a default on any indebtedness
of the Company (other than indebtedness owing to
any of its subsidiaries), which default results in
the acceleration of such indebtedness in an amount
in excess of $100,000,000 without such indebtedness
having been discharged or the acceleration having
been cured, waived, rescinded or annulled, in the
case of clause (a) or (b) above, for a period of 30
days after written notice thereof to the Company by
the Trustee or to the Company and Trustee by the
holders of not less than 25% in principal amount of
outstanding Securities of such series, (including any additional Securities) provided,
however, that if any failure, default or
acceleration referred to in clause (a) or (b) above
ceases or is cured, waived, rescinded or annulled,
then the Event of Default will be deemed cured.
	 
	 	 
	Modification without Consent:

	 	The Company and the Trustee may, without the
consent of any holders, change the Indenture for
the following purposes: (1) to evidence the
succession of another person to the Company and the
assumption by such successor of the covenants of the Company under
the Indenture and the Securities; (2) to add to
covenants of the Company for the benefit of holders
of the Securities or to surrender any right or
power conferred upon the Company; (3) to add any
additional Events of Default for the benefit of
holders of the Securities; (4) to add or change any
of the provisions of the Indenture as necessary to
permit or facilitate the issuance of Securities in
bearer form, registrable or not registrable as to
principal, and with or without interest coupons, or
to permit or facilitate the issuance of the
Securities in uncertificated form; (5) to secure
the Securities; (6) to add or appoint a successor
or separate Trustee; (7) to cure any ambiguity,
defect or inconsistency, provided that the interests of the holders of
the Securities are not adversely affected in any
material respect; (8) to supplement any of the
provisions of the Indenture to permit or facilitate
the defeasance and discharge of any series of
Securities, provided that the interests of the
holders of Securities are not adversely affected in
any material respect.
	 
	 	 
	Further Issuances:

	 	The Company may from time to time, without notice
to or the consent of the holders of either series
of Securities, create and issue additional
Securities of either series having






 









 






	 	 	 
	 

	 	the same terms as,
and ranking equally and ratably with the Securities
of such series in all respects (except for the
issue date and, if applicable, the payment of
interest accruing prior to the issue date of such
additional Securities and the first payment of
interest following the issue date of such
additional Securities), provided that the Company
has received an Opinion of Counsel (as defined in
the Indenture) confirming that the holders of the
outstanding Securities will be subject to federal
income tax in the same amounts, in the same manner
and at the same times as would have been the case
if such additional Securities were not issued.
Such additional Securities may be consolidated and
form a single series with, and will have the same
terms as to ranking, redemption, waivers,
amendments or otherwise, as the applicable series,
and will vote together as one class on all matters
with respect to such series.
	 
	 	 
	Conversion:

	 	None
	 
	 	 
	Sinking Fund:

	 	None
	 
	 	 
	Miscellaneous:

	 	The terms of the 2012 Notes shall include such
other terms as are set out in the form of the 2012
Notes attached hereto as Exhibit A.
	 
	 	 
	 

	 	The terms of the 2017 Notes shall include such
other terms as are set out in the form of the 2017
Notes attached hereto as Exhibit B.





To the extent that the terms of the Indenture and the Securities conflict, the terms of the
Securities shall govern.



Capitalized terms used in this Certificate and not otherwise defined have the meaning given to such
terms in the Indenture.




[Remainder of page intentionally left blank]




 









 







IN WITNESS WHEREOF, the undersigned has executed this Officers’ Certificate on behalf of Intuit
Inc.




Dated: March 12, 2007




	 	 	 	 	 
	 	INTUIT INC.

 	 
	 	By:  	/s/ Kiran Patel
 	 
	 	Name:  	Kiran M. Patel 	 
	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	INTUIT INC.

 	 
	 	By:  	          /s/ David Merenbach
 	 
	 	Name:  	David Merenbach 	 
	 	Title:  	Vice President and Corporate

Treasurer