Exhibit 4.1


 










 


NATIONAL SEMICONDUCTOR CORPORATION


 


 


$250,000,000


 


3.950% SENIOR NOTES DUE 2015


 






 


SUPPLEMENTAL INDENTURE


 


Dated as of April 6, 2010


 


To


 


INDENTURE


 


Dated as of June 18, 2007


 






 


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


 


As Trustee


 






 

















 


Table of Contents


 


	
  Article 1. DEFINITIONS AND INCORPORATION BY REFERENCE

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section
  1.01

  	
  Relationship with Base
  Indenture

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section
  1.02

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section
  1.03

  	
  Other Definitions

  	
  5

  
	
   

  	
   

  	
   

  
	
  Article 2. THE NOTES

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section
  2.01

  	
  Form and Dating

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section
  2.02

  	
  Transfer and Exchange

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section
  2.03

  	
  Issuance of Additional
  Notes

  	
  10

  
	
   

  	
   

  	
   

  
	
  Article 3. REDEMPTION AND PREPAYMENT

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section
  3.01

  	
  Notice of Redemption

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section
  3.02

  	
  Notes Redeemed in Part

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section
  3.03

  	
  Optional Redemption

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section
  3.04

  	
  Mandatory Redemption

  	
  11

  
	
   

  	
   

  	
   

  
	
  Article 4. PARTICULAR COVENANTS

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section
  4.01

  	
  Liens

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section
  4.02

  	
  Offer to Purchase Upon
  Change of Control Triggering Event

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section
  4.03

  	
  Sale and Lease-Back
  Transactions

  	
  14

  
	
   

  	
   

  	
   

  
	
  Article 5. SUCCESSORS

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section
  5.01

  	
  Merger, Consolidation
  or Sale of Assets

  	
  14

  
	
   

  	
   

  	
   

  
	
  Article 6. DEFAULTS AND REMEDIES

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section
  6.01

  	
  Events of Default

  	
  15

  
	
   

  	
   

  	
   

  
	
  Article 7. AMENDMENTS TO BASE INDENTURE

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section
  7.01

  	
  Amendments to Base
  Indenture

  	
  15

  



 


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  Article 8. MISCELLANEOUS

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section
  8.01

  	
  Trust Indenture Act
  Controls

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section
  8.02

  	
  Governing Law

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section
  8.03

  	
  Successors

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section
  8.04

  	
  Severability

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section
  8.05

  	
  Counterpart Originals

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section
  8.06

  	
  Table of Contents,
  Headings, Etc.

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section
  8.07

  	
  Validity or Sufficiency
  of Supplemental Indenture

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section
  8.08

  	
  Waiver of Jury Trial

  	
  17

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  FORM OF NOTE

  	
   

  
				



 


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SUPPLEMENTAL
INDENTURE dated as of April 6, 2010 by and among National Semiconductor
Corporation, a Delaware corporation (the “Company”),
and The Bank of New York Mellon Trust Company, N.A., a national banking
association, as trustee (the “Trustee”).


 


The
Company has heretofore executed and delivered to the Trustee an indenture,
dated as of June 18, 2007 (the “Base Indenture”,
and together with this Supplemental Indenture, the “Indenture”),
providing for the issuance from time to time of one or more series of the
Company’s securities.


 


The
Company desires and has requested the Trustee pursuant to Section 9.01 of the
Base Indenture to join with it in the execution and delivery of this
Supplemental Indenture in order to supplement the Base Indenture as and to the
extent set forth herein to provide for the issuance and the terms of the Notes
(as defined below).


 


Section
9.01 of the Base Indenture provides that the Company and the Trustee, without
the consent of any holders of the Company’s Securities, may amend or waive
certain terms and conditions in the Base Indenture as permitted by Sections
2.01 and 2.02 thereof.


 


The
execution and delivery of this Supplemental Indenture has been duly authorized
by a resolution of the Board of Directors of the Company or a duly authorized
committee thereof.


 


All
conditions and requirements necessary to make this Supplemental Indenture a
valid, binding and legal instrument in accordance with its terms have been
performed and fulfilled by the parties hereto and the execution and delivery
thereof have been in all respects duly authorized by the parties hereto.


 


The
Company and the Trustee agree as follows for the benefit of each other and for
the equal and ratable benefit of the Holders (as defined herein) of the 3.950%
Senior Notes due 2015 (the “Notes”):


 


ARTICLE 1.


DEFINITIONS AND INCORPORATION


BY REFERENCE


 


Section
1.01                                                        Relationship
with Base Indenture.


 


The
terms and provisions contained in the Base Indenture will constitute, and are
hereby expressly made, a part of this Supplemental Indenture and the Company
and the Trustee, by their execution and delivery of this Supplemental
Indenture, expressly agree to such terms and provisions and to be bound
thereby.  However, to the extent any provision
of the Base Indenture conflicts with the express provisions of this
Supplemental Indenture, the provisions of this Supplemental Indenture will
govern and be controlling.


 


The
Trustee accepts the amendment of the Base Indenture effected by this
Supplemental Indenture and agrees to execute the trust created by the Base
Indenture as hereby amended, but only upon the terms and conditions set forth
in this Supplemental Indenture, including the terms and provisions defining and
limiting the liabilities and responsibilities of the Trustee in the performance
of the trust created by the Base Indenture, and without limiting the generality
of the foregoing, the Trustee will not be responsible in any manner whatsoever
for or with respect to any of the recitals or statements contained herein, all
of which recitals or statements are made solely by the Company, or for or with
respect to (1) the validity or sufficiency of this Supplemental Indenture or
any of the terms or provisions hereof, (2) the proper authorization hereof by
the Company, (3) the due execution hereof by the Company or (4) the
consequences (direct or indirect and whether deliberate or inadvertent) of any
amendment herein provided for, and the Trustee makes no representation with
respect to any such matters.


 


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Section 1.02                                                        Definitions. 
Capitalized terms used herein without definition shall have the
respective meanings set forth in the Base Indenture.  The following terms have the meanings given
to them in this Section 1.02:


 


“Additional
Notes” means any
Notes (other than the Initial Notes) issued under this Supplemental Indenture
in accordance with Sections 2.03 hereof, as part of the same series as the
Initial Notes.


 


“Attributable
Debt” with regard
to a Sale and Lease-Back Transaction with respect to any Principal Property
means, at the time of determination, the present value of the total net amount
of rent required to be paid under such lease during the remaining term thereof
(including any period for which such lease has been extended), discounted at
the rate of interest set forth or implicit in the terms of such lease (or, if
not practicable to determine such rate, the weighted average interest rate per
annum borne by the securities then outstanding under the Base Indenture)
compounded semi-annually.  In the case of
any lease which is terminable by the lessee upon the payment of a penalty, such
net amount shall be the lesser of (i) the net amount determined assuming
termination upon the first date such lease may be terminated (in which case the
net amount shall also include the amount of the penalty, but shall not include
any rent that would be required to be paid under such lease subsequent to the
first date upon which it may be so terminated) or (ii) the net amount
determined assuming no such termination.


 


“Base
Indenture” has
the meaning set forth in the preamble to this Supplemental Indenture, as
amended, supplemented or otherwise modified from time to time in accordance
with the terms thereof.


 


“Below
Investment Grade Rating Event” means the Notes are rated below an Investment Grade
Rating by each of the Rating Agencies on any date from the date of the public
notice of an arrangement that could result in a Change of Control until the end
of the 60-day period following public notice of the occurrence of the Change of
Control (which 60-day period shall be extended so long as the rating of the
Notes is under publicly announced consideration for possible downgrade by any
of the Rating Agencies).


 


“Capital
Stock” means:


 


(1)                                  with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether voting or not voting) of corporate stock,
including each class of Common Stock and Preferred Stock of such Person; and


 


(2)                                  with respect to any Person that is not a
corporation, any and all partnership, membership or other equity interests of
such Person.


 


“Change
of Control” means
the occurrence of one or more of the following events:


 


(1)                                  any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all or
substantially all of the assets of the Company to any Person or group of
related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof (whether or
not otherwise in compliance with the provisions of this Supplemental
Indenture);


 


(2)                                  the approval by the holders of the
Capital Stock of the Company of any plan or proposal for the liquidation or
dissolution of the Company (whether or not otherwise in compliance with the
provisions of this Supplemental Indenture);


 


2

















 


(3)                                  any Person or Group shall become the
owner, directly or indirectly, beneficially or of record, of shares
representing more than 50% of the aggregate ordinary voting power represented
by the issued and outstanding Capital Stock of the Company; or


 


(4)                                  the replacement of a majority of the
Board of Directors of the Company over a two-year period from the directors who
constituted the Board of Directors of the Company at the beginning of such
period, and such replacement shall not have been approved by a vote of at least
a majority of the Board of Directors of the Company then still in office who
either were members of such Board of Directors at the beginning of such period
or whose election as a member of such Board of Directors was previously so
approved.


 


“Change
of Control Triggering Event” means the occurrence of both a Change of Control and
a Below Investment Grade Rating Event.


 


“Common
Stock” of any
Person means any and all shares, interests or other participations in, and
other equivalents (however designated and whether voting or non-voting) of,
such Person’s common stock, and includes, without limitation, all series and
classes of such Common Stock.


 


“Consolidated
Net Tangible Assets”
means, as of any date on which the Company effects a transaction requiring such
Consolidated Net Tangible Assets to be measured hereunder, the aggregate amount
of assets (less applicable reserves) after deducting therefrom: (a) all current
liabilities, except for current maturities of long-term debt and obligations
under capital leases; and (b) intangible assets, to the extent included in said
aggregate amount of assets, all as set forth in the Company’s most recent
consolidated balance sheet and computed in accordance with GAAP applied on a
consistent basis.


 


“Definitive
Note” means a
certificated Note registered in the name of the Holder thereof and issued in
accordance with Section 2.02 hereof, substantially in the form of Exhibit A
hereto except that such Note will not bear the Global Note Legend.


 


“Depositary” means, with respect to the Notes
issuable or issued in whole or in part in global form, the Person specified in Section
2.01 hereof as the Depositary with respect to the Notes, and any and all
successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Supplemental Indenture.


 


“Global
Note Legend”
means the legend set forth in Section 2.02(f), which is required to be placed
on all Global Notes issued under this Supplemental Indenture.


 


“Global
Notes” means,
individually and collectively, each of the Global Notes, in the form of Exhibit
A hereto issued in accordance with Section 2.01 hereof.


 


“Holder” means a Person in whose name a Note is
registered.


 


“Indenture” means the Base Indenture, as
supplemented by this Supplemental Indenture, governing the Notes, in each case,
as amended, supplemented or restated from time to time.


 


“Indirect
Participant”
means a Person who holds a beneficial interest in a Global Note through a
Participant.


 


“Initial
Notes” means the
first $250,000,000 aggregate principal amount of Notes issued under this
Supplemental Indenture on the date hereof.


 


3

















 


“Investment
Grade Rating”
means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and
BBB- (or the equivalent) by S&P.


 


“Lien” means, with respect to any asset, any
mortgage, lien, pledge, charge, security interest or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law, including any conditional sale or other title retention
agreement or any lease in the nature thereof; provided
that in no event will an operating lease be deemed to constitute a Lien.


 


“Moody’s” means Moody’s Investors Service, Inc.


 


“Notes” has the meaning assigned to it in the
preamble to this Supplemental Indenture. 
The Initial Notes and the Additional Notes will be treated as a single
class for all purposes under this Supplemental Indenture, and unless the
context otherwise requires, all references to the Notes will include the
Initial Notes and any Additional Notes.


 


“Participant” means, with respect to the Depositary,
a Person who has an account with the Depositary.


 


“Preferred
Stock” of any
Person means any Capital Stock of such Person that has preferential rights to
any other Capital Stock of such Person with respect to dividends or redemptions
or upon liquidation.


 


“Principal
Property” means
the land, improvements, buildings, fixtures and equipment (including any
leasehold interest therein) constituting the principal corporate office, any
manufacturing, assembly or test plant, or any manufacturing, assembly, test,
distribution or research facility (in each case, whether now owned or hereafter
acquired) which is owned or leased by the Company or any Subsidiary and is
located within the United States of America, the United Kingdom, Malaysia and
China unless the Company’s chief executive officer or chief financial officer
has determined in good faith that such office, plant or facility is not of
material importance to the total business conducted by the Company and its
Subsidiaries taken as a whole.  With
respect to any Sale and Lease-Back Transaction or series of related Sale and
Lease-Back Transactions, the determination of whether any property is a
Principal Property shall be determined by reference to all properties affected
by such transaction or series of transactions.


 


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


 


“S&P” means Standard & Poor’s Ratings
Services, a division of The McGraw-Hill Companies, Inc.


 


“Sale and
Lease-Back Transaction” means any arrangement with any Person providing for the leasing by
the Company or any Subsidiary of any Principal Property, whether now owned or
hereafter acquired, which Principal Property has been or is to be sold or
transferred by the Company or such Subsidiary to such Person.


 


“Subsidiary” means any corporation, limited
liability company or other similar type of entity in which the Company and/or
one or more of its subsidiaries together own voting stock, membership interests
or other capital securities having the power to elect a majority of the Board
of Directors or similar governing body of such corporation, limited liability
company or other similar type of entity, 


 


4

















 


directly or indirectly.  For the
purposes of this definition, “voting stock”
means stock or other capital securities which ordinarily have voting power for
the election of directors or similar governing body, whether at all times or
only so long as no senior class of stock or other capital securities have such
voting power by reason of any contingency.


 


“Supplemental
Indenture” means
this Supplemental Indenture, dated as of the date hereof, by and among the
Company and the Trustee, governing the Notes, as amended, supplemented or
otherwise modified from time to time in accordance with the Base Indenture and
the terms hereof.


 


“Treasury
Rate” means, with
respect to a date of redemption, the yield to maturity at the time of the
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) that has become publicly available on the third Business Day prior to
the Company’s providing notice of redemption (or, if such Statistical Release
is no longer published, any publicly available source of similar market data))
most nearly equal to the period from such date of redemption to the Stated
Maturity of the Notes; provided, however, that if the period from such date of redemption to
the Stated Maturity is not equal to the constant maturity of the United States
Treasury security for which a weekly average yield is given, the Treasury Rate
shall be obtained by linear interpolation (calculated to the nearest
one-twelfth of a year) from the weekly average yields of United States Treasury
securities for which such yields are given, except that if the period from such
date of redemption to the Stated Maturity is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to
a constant maturity of one year shall be used. 
The Company shall be responsible for obtaining the Treasury Rate.


 


Section
1.03                                                        Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  	
   

  
	
  “Change of Control Date”

  	
   

  	
  4.02

  	
   

  
	
  “Change of Control Offer”

  	
   

  	
  4.02

  	
   

  
	
  “Change of Control Payment
  Date”

  	
   

  	
  4.02

  	
   

  
	
  “Change of Control Purchase
  Date”

  	
   

  	
  4.02

  	
   

  
	
  “Change of Control Purchase
  Price”

  	
   

  	
  4.02

  	
   

  
	
  “DTC”

  	
   

  	
  2.01

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.01

  	
   

  
	
  “Mortgage”

  	
   

  	
  4.01

  	
   

  
	
  “Redemption Date”

  	
   

  	
  3.03

  	
   

  



 


ARTICLE 2.


THE NOTES


 


Section
2.01                                                        Form and
Dating.


 


(a)                                  General.  The Notes and the Trustee’s certificate of
authentication will be substantially in the form of Exhibit A
hereto.  The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage.  Each Note will be dated the date of its
authentication.  The Notes will be in
denominations of $2,000 with integral multiples of $1,000 thereof.


 


The
terms and provisions contained in the Notes will constitute, and are hereby
expressly made, a part of this Supplemental Indenture, and the Company and the
Trustee, by their execution and delivery of 


 


5

















 


this Supplemental Indenture, expressly agree to such
terms and provisions and to be bound thereby. 
However, to the extent any provision of any Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture will govern
and be controlling.


 


(b)                                 Global
Notes.  Notes issued in global form
will be substantially in the form of Exhibit A attached hereto
(including the Global Note Legend thereon). 
Notes issued in definitive form will be substantially in the form of Exhibit
A attached hereto (but without the Global Note Legend thereon).  Each Global Note will represent such of the
outstanding Notes as will be specified therein and each will provide that it
will represent the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby will be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.02 hereof.  The Company initially appoints The Depositary
Trust Company (“DTC”) to act
as Depositary with respect to the Global Notes.


 


Section
2.02                                                        Transfer and
Exchange.


 


(a)                                  Transfer
and Exchange of Global Notes.  A Global Note may not be transferred as a
whole except by the Depositary to a nominee of the Depositary, by a nominee of
the Depositary to the Depositary or to another nominee of the Depositary, or by
the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary.  All Global
Notes will be exchanged by the Company for Definitive Notes if:


 


(1)                                  the Company
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 90 days after the date of
such notice from the Depositary; or


 


(2)                                  the Company in
its sole discretion determines that the Global Notes (in whole but not in part)
should be exchanged for Definitive Notes and delivers a written notice to such
effect to the Trustee.


 


Upon
the occurrence of either of the preceding events in (1) or (2) above,
Definitive Notes will be issued in such names and in any approved denominations
as the Depositary will instruct the Trustee. 
Global Notes also may be exchanged or replaced, in whole or in part, as
provided in Sections 2.08 and 2.11 of the Base Indenture.  Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.02 or Sections 2.08 or 2.11 of the Base Indenture, will be
authenticated and delivered in the form of, and will be, a Global Note.  A Global Note may not be exchanged for
another Note other than as provided in this Section 2.02(a), however,
beneficial interests in a Global Note may be transferred and exchanged as
provided in Sections 2.02(b), (c) or (g) hereof.


 


(b)                                 Transfer
and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial
interests in the Global Notes will be effected through the Depositary, in
accordance with the provisions of this Supplemental Indenture and the
Applicable Procedures.  Transfers of
beneficial interests in the Global Notes also will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:


 


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(1)                                  Transfer
of Beneficial Interests in the Same Global Note.  Beneficial interests in any Global Note may
be transferred to Persons who take delivery thereof in the form of a beneficial
interest in a Global Note.  No written
orders or instructions will be required to be delivered to the Registrar to
effect the transfers described in this Section 2.02(b)(1).


 


(2)                                  All
Other Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers and
exchanges of beneficial interests that are not subject to Section 2.02(b)(1) above,
the transferor of such beneficial interest must deliver to the Registrar
either:


 


(A)                              (i)  a written order from a Participant or an
Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in another Global Note in an amount equal to the beneficial
interest to be transferred or exchanged; and


 


(ii)  instructions given in accordance with the
Applicable Procedures containing information regarding the Participant account
to be credited with such increase.


 


Upon
satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Supplemental Indenture and the
Notes or otherwise applicable under the Securities Act, the Trustee will adjust
the principal amount of the relevant Global Note(s) pursuant to Section 2.02(g)
hereof.


 


(c)                                  Transfer
or Exchange of Beneficial Interests for Definitive Notes.


 


If any
holder of a beneficial interest in a Global Note proposes to exchange such
beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive
Note, then, upon satisfaction of the conditions set forth in Section 2.02(b)(2)
hereof, the Trustee will cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.02(g) hereof, and
the Company will execute and the Trustee will authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.02(c) will be registered in such name or
names and in such authorized denomination or denominations as the holder of
such beneficial interest requests through instructions to the Registrar from or
through the Depositary and the Participant or Indirect Participant.  The Trustee will deliver such Definitive
Notes to the Persons in whose names such Notes are so registered.


 


(d)                                 Transfer
and Exchange of Definitive Notes for Beneficial Interests.


 


A
Holder of a Definitive Note may exchange such Note for a beneficial interest in
a Global Note or transfer such Definitive Notes to a Person who takes delivery
thereof in the form of a beneficial interest in a Global Note at any time.  Upon receipt of a request for such an
exchange or transfer, the Trustee will cancel the applicable Definitive Note and
increase or cause to be increased the aggregate principal amount of one of the
Global Notes.


 


If any
such exchange or transfer from a Definitive Note to a beneficial interest is
effected pursuant to the previous paragraph at a time when a Global Note has
not yet been issued, the Company will issue and, upon receipt of the Company’s
order, the Trustee will authenticate one or more Global Notes in an aggregate
principal amount equal to the principal amount of Definitive Notes so
transferred.


 


7

















 


A
Holder of Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of a Definitive Note.


 


(e)                                  Transfer
and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes
and such Holder’s compliance with the provisions of this Section 2.02(e), the
Registrar will register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or
exchange, the requesting Holder will present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by his attorney, duly authorized in writing. 
In addition, the requesting Holder will provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.02(e).


 


(f)                                    Legends.  The following legends will appear on the face
of all Global Notes issued under this Supplemental Indenture unless
specifically stated otherwise in the applicable provisions of this Supplemental
Indenture.


 


“THIS GLOBAL NOTE
IS HELD BY THE DEPOSITARY (AS DEFINED IN THE SUPPLEMENTAL INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.02 OF THE SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.02(a) OF THE
SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE BASE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.


 


UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 


(g)                                 Cancellation
and/or Adjustment of Global Notes.  At such time as all beneficial interests in a
particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has 


 


8

















 


been redeemed, repurchased or canceled in
whole and not in part, each such Global Note will be returned to or retained
and canceled by the Trustee in accordance with Section 2.12 of the Base
Indenture.  At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Note or for Definitive Notes, the principal amount
of Notes represented by such Global Note will be reduced accordingly and an
endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if
the beneficial interest is being exchanged for or transferred to a Person who
will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note will be increased accordingly and an
endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.


 


(h)                                 General
Provisions Relating to Transfers and Exchanges.


 


(1)                                  To permit
registrations of transfers and exchanges, the Company will execute and the
Trustee will authenticate Global Notes and Definitive Notes upon the Company’s
order or at the Registrar’s request.


 


(2)                                  No service
charge will be made to a holder of a beneficial interest in a Global Note or to
a Holder of a Definitive Note for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any transfer tax
or similar governmental charge payable in connection therewith (other than any
such transfer taxes or similar governmental charge payable upon exchange or
transfer pursuant to Section 4.02 hereof and Sections 2.11, 3.06 and 9.05 of
the Base Indenture).


 


(3)                                  The Registrar
will not be required to register the transfer of or exchange any Note selected
for redemption in whole or in part, except the unredeemed portion of any Note
being redeemed in part.


 


(4)                                  All Global
Notes and Definitive Notes issued upon any registration of transfer or exchange
of Global Notes or Definitive Notes will be the valid obligations of the
Company, evidencing the same debt, and entitled to the same benefits under this
Supplemental Indenture, as the Global Notes or Definitive Notes surrendered
upon such registration of transfer or exchange.


 


(5)                                  The Company
will not be required:


 


(A)  to issue, to register the transfer of or to
exchange any Notes during a period of 15 days before the day of any selection
of Notes for redemption under Section 3.02 of the Base Indenture and ending at
the close of business on the day of selection;


 


(B)  to register the transfer of or to exchange any
Note so selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or


 


(C)  to register the transfer of or to exchange a
Note between a record date and the next succeeding interest payment date.


 


(6)                                  Prior to due
presentment for the registration of a transfer of any Note, the Trustee, any
Agent and the Company may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving
payment of principal of 


 


9

















 


and
interest on such Notes and for all other purposes, and none of the Trustee, any
Agent or the Company will be affected by notice to the contrary.


 


(7)                                  The Trustee
will authenticate Global Notes and Definitive Notes in accordance with the
provisions of Section 2.03 of the Base Indenture.


 


(8)                                  All
certifications, certificates and Opinions of Counsel required to be submitted
to the Registrar pursuant to this Section 2.02 to effect a registration of
transfer or exchange may be submitted by facsimile.


 


(9)                                  The Trustee
shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Supplemental
Indenture or under applicable law with respect to any transfer of any interest
in any Note other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Supplemental Indenture, and to examine
the same to determine substantial compliance as to form with the express
requirements hereof.


 


(10)                            Neither the
Trustee nor any Agent shall have any responsibility for any actions taken or
not taken by the Depositary.


 


Section
2.03                                                        Issuance of
Additional Notes.


 


The
Company will be entitled, upon delivery of an Officer’s Certificate and an
Opinion of Counsel, to issue Additional Notes under this Supplemental Indenture
which will have identical terms as the Initial Notes issued on the date hereof,
other than with respect to the date of issuance and issue price.  The Initial Notes issued on the date hereof
and any Additional Notes issued will be treated as a single class for all purposes
under this Supplemental Indenture.


 


The
Company shall not be entitled to issue Additional Notes under this Supplemental
Indenture if such Additional Notes would not be fungible with the Initial Notes
for U.S. federal income tax purposes.


 


With
respect to any Additional Notes, the Company will set forth in a resolution of
its Board of Directors and an Officer’s Certificate, a copy of each which will
be delivered to the Trustee, the following information:


 


(a)                                  the aggregate
principal amount of such Additional Notes to be authenticated and delivered
pursuant to this Supplemental Indenture; and


 


(b)                                 the issue
price, the issue date and the CUSIP number of such Additional Notes.


 


ARTICLE 3.


REDEMPTION AND PREPAYMENT


 


Section
3.01                                                        Notice of
Redemption.


 


The Company
will deliver to the Trustee, at least 45 days prior to the redemption date (or
such shorter period as the Trustee in its sole discretion may allow), an
Officer’s Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in Section 3.01
of the Base Indenture.


 


10
















 


Section 3.02                   Notes Redeemed
in Part.


 


No
Notes of $2,000 or less can be redeemed in part.


 


Section 3.03                   Optional
Redemption.


 


At any
time prior to April 15, 2015, the Company may, on any one or more
occasions, redeem, in whole or in part, at a redemption price equal to the
greater of the following amounts, plus, in each case, accrued and unpaid
interest, if any, on the principal amount of the Notes being redeemed to, but
excluding, the date of redemption or purchase (“Redemption
Date”) (subject to the right of the holders of record on the
relevant record date to receive interest due on the relevant interest payment
date):


 


(i)            100% of the
aggregate principal amount of the Notes to be redeemed; or


 


(ii)           the sum of the
present value at such Redemption Date of (1) the principal amount of the
Notes on the Redemption Date plus (2) all required remaining scheduled
interest payments due on such Notes (but not including any portion of such
payments of interest accrued to the Redemption Date) through the Stated Maturity
computed using a discount rate equal to the Treasury Rate plus 25 basis points.


 


Calculation
of the foregoing shall be made by the Company or on the Company’s behalf by
such Person as the Company shall designate; provided, however, that such calculation shall not be a duty or
obligation of the Trustee.


 


On and
after the Redemption Date, interest will cease to accrue on the Notes or
portions thereof called for redemption as long as the Company has deposited
with the Paying Agent funds in satisfaction of the applicable redemption price.


 


Section 3.04                   Mandatory
Redemption.


 


The
Company is not required to make any mandatory redemption or sinking fund
payments with respect to the Notes.


 


ARTICLE 4.


PARTICULAR COVENANTS


 


Section 4.01                   Liens.


 


The
Company will not, and will not permit any of its Subsidiaries to, issue, incur,
create, assume or guarantee any debt for borrowed money (including all
obligations evidenced by bonds, debentures, notes or similar instruments)
secured by a mortgage, deed of trust, security interest, pledge, lien, charge
or other encumbrance (collectively, a “Mortgage”)
upon any Principal Property or upon any shares of stock or indebtedness of any
Subsidiary that owns or leases any Principal Property (whether such Principal
Property, shares or indebtedness are now existing or owed or hereafter created
or acquired) without in any such case effectively providing, concurrently with
the issuance, incurrence, creation, assumption or guaranty of any such secured
debt, or the grant of such Mortgage, that the Notes (together with, if the
Company shall so determine, any other indebtedness of or guarantee by the
Company or such Subsidiary ranking equally with the Notes) shall be secured
equally and ratably with (or, at the Company’s option, prior to) such secured
debt.  The foregoing restriction, however
will not apply to each of the following: 


 


11

















 


(a) Mortgages on property, shares of stock or
indebtedness or other assets of any Person existing at the time such Person
becomes a Subsidiary, provided that such Mortgages are not incurred in
anticipation of such Person’s becoming a Subsidiary; (b)  Mortgages on
property, shares of stock or indebtedness or other assets existing at the time
of acquisition thereof by us or a Subsidiary, or Mortgages thereon to secure
the payment of all or any part of the purchase price thereof, or Mortgages on
property, shares of stock or indebtedness or other assets to secure any debt
incurred prior to, at the time of, or within 180 days after, the latest of the
acquisition thereof 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 thereof, such construction or the making of such
improvements; (c) Mortgages in favor of the Company or a Subsidiary to
secure indebtedness owing to the Company or to a Subsidiary; (d) Mortgages
existing at the date of the initial issuance of the Notes; (e) Mortgages
on property of a Person existing at the time such Person is merged into or
consolidated with the Company or a Subsidiary or at the time of a sale, lease
or other disposition of properties of such Person as an entirety or
substantially as an entirety to the Company or a Subsidiary, provided that such Mortgage was not incurred in anticipation
of such merger or consolidation or sale, lease or other disposition; (f) Mortgages
in favor of the United States of America or any state, territory or possession
thereof (or the District of Columbia), to secure partial, progress, advance or
other payments pursuant to any contract or statute or to secure any
indebtedness incurred for the purpose of financing all or any part of the
purchase price or the cost of constructing or improving the property subject to
such Mortgages; or (g) extensions, renewals or replacements of any
Mortgage referred to in the foregoing clauses (a), (b), (d), (e) or (f); provided, however, that (i) the
principal amount of indebtedness secured thereby shall not exceed the principal
amount of indebtedness so secured at the time of such extension, renewal or
replacement and (ii) such extension, renewal or replacement Mortgages will
be limited to all or part of the same property and improvement thereon which
secured the indebtedness so secured at the time of such extension, renewal or
replacement.  Any Mortgages permitted by
any of the foregoing clauses (a) through (g) shall not extend to or
cover any other Principal Property, or any share of stock or indebtedness of
any Subsidiary that owns or leases any Principal Property, subject to the
foregoing limitations, other than the property, including improvements thereto,
stock or indebtedness specified in such clauses.


 


Notwithstanding
the restrictions set forth in the preceding paragraph, the Company or any
Subsidiary may issue, incur, create, assume or guarantee debt secured by a
Mortgage which would otherwise be subject to such restrictions, without equally
and ratably securing the Notes, provided that
after giving effect thereto, the aggregate amount of all debt so secured by
Mortgages (not including Mortgages permitted under clauses (a) through (g) above)
plus the aggregate amount of Attributable Debt permitted pursuant to Section 4.03
hereof does not exceed 15% of the Company’s Consolidated Net Tangible Assets.


 


Section 4.02                   Offer to
Purchase Upon Change of Control Triggering Event.


 


(a)           Upon the occurrence of a Change of Control Triggering
Event (the date of such occurrence, the “Change
of Control Date”), each Holder shall have the right to require
the Company to purchase such Holder’s Notes in whole or in part at a purchase
price (the “Change of Control Purchase
Price”) equal to 101% of the principal amount of such Notes,
plus accrued and unpaid interest, if any, to, but excluding, the date of
purchase (the “Change of Control Purchase
Date”), pursuant to and in accordance with the offer described
in this Section 4.02 (the “Change
of Control Offer”).


 


(b)           Within 30 days following the Change of Control Date the
Company shall send, by first class mail, a notice to each Holder, with a copy
to the Trustee, which notice shall govern the terms of the Change of Control
Offer.  Such notice shall state:


 


12

















 


(i)            that the Change of
Control Offer is being made pursuant to this Section 4.02 and that all
Notes validly tendered will be accepted for payment;


 


(ii)           the Change of
Control Purchase Price and the Change of Control Purchase Date, which shall be
a Business Day that is no earlier than 30 days nor later than 60 days from the
date such notice is mailed (the “Change of Control Payment Date”) other than as may be
required by law;


 


(iii)          that any Note not
tendered will continue to accrue interest;


 


(iv)          that any Note
accepted for payment pursuant to the Change of Control Offer shall cease to
accrue interest after the Change of Control Payment Date unless the Company
shall default in the payment of the Change of Control Purchase Price of the
Notes and the only remaining right of the Holder is to receive payment of the
Change of Control Purchase Price upon surrender of the Notes to the Paying
Agent;


 


(v)           that Holders
electing to have a portion of a Note purchased pursuant to a Change of Control
Offer may only elect to have such Note purchased in integral multiples of
$1,000;


 


(vi)          that if a Holder
elects to have a Note purchased pursuant to the Change of Control Offer it will
be required to surrender the Note, with the form entitled “Option of Holder to
Elect Purchase” on the reverse of the Note completed, or transfer by book-entry
transfer, to the Paying Agent at the address specified in the notice prior to
the close of business on the third Business Day prior to the Change of Control
Payment Date;


 


(vii)         that a Holder will
be entitled to withdraw its election if the Company receives, not later than
the third Business Day preceding the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the name of
such Holder, the principal amount of Notes such Holder delivered for purchase,
and a statement that such Holder is withdrawing its election to have such Note
purchased; and


 


(viii)        that if Notes are
purchased only in part a new Note of the same type will be issued in principal
amount equal to the unpurchased portion of the Notes surrendered.


 


(c)           On or before the Change of Control Payment Date, the
Company shall, to the extent lawful, accept for payment, all Notes or portions
thereof validly tendered pursuant to the Change of Control Offer, and shall
deliver to the Trustee an Officer’s Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with
the terms of this Section 4.02.  The
Company, the Depositary or the Paying Agent, as the case may be, shall promptly
mail or deliver to each tendering Holder an amount equal to the purchase price
of the Notes tendered by such Holder and accepted by the Company for purchase,
and the Company shall promptly issue a new Note, and the Trustee, upon written
request from the Company shall authenticate and mail or deliver such new Note
to such Holder, in a principal amount equal to any unpurchased portion of the
Note surrendered.  Any Note not so
accepted shall be promptly mailed or delivered by the Company to the Holder
thereof.


 


(d)           The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to an offer hereunder.  To the extent the provisions of any
securities laws or regulations conflict with the provisions under this Section 4.02,
the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under this Section 4.02
by virtue thereof.


 


13

















 


Section 4.03                   Sale and
Lease-Back Transactions.


 


The
Company will not, and will not permit any of its Subsidiaries to, enter into
any Sale and Lease-Back Transaction with respect to any Principal Property,
other than any such Sale and Lease-Back Transaction involving a lease for a
term of not more than three years or any such Sale and Lease-Back Transaction
between the Company and one of its Subsidiaries, or between Subsidiaries,
unless:


 


(i)            the Company or such Subsidiary, as applicable, would be
entitled to incur indebtedness secured by a Mortgage on Principal Property involved
in such Sale and Lease-Back Transaction at least equal in amount to the
Attributable Debt with respect to such Sale and Lease-Back Transaction, without
equally and ratably securing the Notes, pursuant to Section 4.01 hereof;
or


 


(ii)           the proceeds of such Sale and Lease-Back Transaction are
at least equal to the fair market value of the affected Principal Property (as
determined in good faith by the Company’s Board of Directors) and the Company
applies an amount equal to the greater of the net proceeds of such Sale and
Lease-Back Transaction or the Attributable Debt with respect to such Sale and
Lease-Back Transaction within 180 days of such Sale and Lease-Back Transaction
to either (or a combination of): (A) the prepayment or retirement (other
than any mandatory retirement, mandatory prepayment or sinking fund payment or
by payment at maturity) of debt for borrowed money of the Company or a
Subsidiary (other than debt that is subordinated to the Notes or debt owed to
the Company by a Subsidiary) that matures more than 12 months after its
creation or (B) the purchase, construction, development, expansion or
improvement of other comparable property.


 


ARTICLE 5.

SUCCESSORS


 


Section 5.01                   Merger,
Consolidation or Sale of Assets.


 


The
Notes shall not have the benefits of Section 5.01 of the Base
Indenture.  The following Section 5.01
replaces Section 5.01 of the Base Indenture in its entirety with respect
to the Notes.


 


The
Company shall not merge or consolidate with any other Person or Persons
(whether or not affiliated with the Company) or sell, convey, transfer, lease
or otherwise dispose of all or substantially all of its property or assets to
any other Person or Persons (whether or not affiliated with the Company),
unless:


 


(i)            either:  (a) the
transaction is a merger or consolidation and the Company is the surviving
entity; or (b) the successor Person (or the Person which acquires by sale,
conveyance, transfer or lease all or substantially all of the Company’s
property or assets) is a corporation organized under the laws of the United
States, any state thereof or the District of Columbia and expressly assumes, by
a supplemental indenture satisfactory to the Trustee, all of the Company’s
obligations under the Notes and the Indenture;


 


(ii)           immediately after giving effect to the transaction and
treating the Company’s obligations in connection with or as a result of such
transaction as having been incurred as of the time of such transaction, no
Event of Default (and no event or condition which, after notice or lapse of
time or both, would become an Event of Default) shall have occurred and be
continuing under the Indenture; and


 


(iii)          an Officer’s Certificate is delivered to the Trustee to the
effect that both of the conditions set forth in clauses (i) and (ii) above
have been satisfied and an opinion of counsel has been delivered to the Trustee
to the effect that condition (i) set forth above has been satisfied.


 


14

















 


ARTICLE 6.

DEFAULTS AND REMEDIES


 


Section 6.01                   Events of
Default.


 


The
Notes shall not have the benefit of the Events of Default set forth in the Base
Indenture.  Instead, each of the
following is an “Event of Default” with
respect to the Notes:


 


(a)           the failure to pay interest on any Notes when the same becomes
due and payable and the default continues for a period of 90 days;


 


(b)           default in the payment when due of principal of or
premium, if any, on the Notes;


 


(c)           default in the performance or breach of any covenant or
warranty of the Company in this Supplemental Indenture, which default continues
uncured for a period of 90 days after written notice given (i) to the
Company by the Trustee or (ii) to the Company and the Trustee by the
Holders of not less than a majority in aggregate principal amount of the Notes
outstanding; or


 


(d)           the Company:


 


(i)            commences a
voluntary case in bankruptcy,


 


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


 


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


 


(iv)          makes a general
assignment for the benefit of its creditors, or


 


(v)           generally is not
paying its debts as they become due; or


 


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


 


(i)            is for relief
against the Company;


 


(ii)           appoints a
custodian of the Company for all or substantially all of the property of the
Company; or


 


(iii)          orders the
liquidation of the Company;


 


and the order or decree remains unstayed and in effect for 90
consecutive days.


 


ARTICLE 7.

AMENDMENTS TO BASE INDENTURE


 


Section 7.01                   Amendments to
Base Indenture.


 


The
Base Indenture is hereby amended by adding the following Section 7.02(j):


 


15

















 


(j)            The Trustee shall not be deemed to
have notice of any Default or Event of Default unless a Responsible Officer of
the Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a Default or Event of Default is received by the Trustee
at the Corporate Trust Office of the Trustee, and such notice references the
Notes and this Indenture.


 


The
Base Indenture is hereby further amended by deleting the second paragraph of Section 7.04
and replacing it with the following:


 


The Trustee agrees to accept and act upon instructions or directions
pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or
other similar unsecured electronic methods. 
If the party elects to give the Trustee e-mail or facsimile instructions
(or instructions by a similar electronic method) and the Trustee in its
discretion elects to act upon such instructions, the Trustee’s understanding of
such instructions shall be deemed controlling. 
The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reliance upon and compliance
with such instructions, notwithstanding such instructions conflict or are
inconsistent with a subsequent written instruction.  The party providing electronic instructions agrees
to assume all risks arising out of the use of such electronic methods to submit
instructions or directions to the Trustee, including, without limitation, the
risk of the Trustee acting on unauthorized instructions, and the risk of
interception and misuse by third parties.


 


ARTICLE 8.

MISCELLANEOUS


 


Section 8.01                   Trust Indenture
Act Controls.


 


If any
provision of this Supplemental Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties will control.


 


Section 8.02                   Governing Law.


 


THE
INTERNAL LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 8.03                   Successors.


 


All
agreements of the Company in this Supplemental Indenture and the Notes will
bind its successors.  All agreements of
the Trustee in this Supplemental Indenture will bind its successors.


 


Section 8.04                   Severability.


 


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


 


16

















 


Section 8.05                   Counterpart
Originals.


 


The
parties may sign any number of copies of this Supplemental Indenture.  Each signed copy will be an original, but all
of them together represent the same agreement.


 


Section 8.06                   Table of
Contents, Headings, Etc.


 


The
Table of Contents and Headings of the Articles and Sections of this
Supplemental Indenture have been inserted for convenience of reference only,
are not to be considered a part of this Supplemental Indenture and will in no
way modify or restrict any of the terms or provisions hereof.


 


Section 8.07                   Validity or
Sufficiency of Supplemental Indenture.


 


The
Trustee is not responsible for the validity or sufficiency of this Supplemental
Indenture, or for the recitals contained herein.


 


Section 8.08                   Waiver of Jury
Trial.


 


EACH
OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


[Signatures on following
page]


 


17

















 


SIGNATURES


 


	
  Dated as of
  April 6, 2010

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL SEMICONDUCTOR CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Lewis Chew

  
	
   

  	
  Title: 

  	
  Vice President, Finance
  and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


[SIGNATURE
PAGE TO SUPPLEMENTAL INDENTURE]


 
















 


EXHIBIT A


 


(Face of Note)


 


[Insert the Global Note Legend,
if applicable pursuant to the provisions of the Supplemental Indenture]


 


CUSIP 637640 AF0


 


3.950% Senior Notes due 2015


 




	
  No.

  	
   

  	
         $

  






 


NATIONAL SEMICONDUCTOR CORPORATION


 




	
  promises to pay to

  	
  or registered assigns, the principal sum of

  
	
  Dollars on April 15, 2015.

  	
   

  






 


Interest Payment Dates:  April 15 and October 15


 


Record Dates: 
April 1 and October 1


 


Dated:


 


	
   

  	
  NATIONAL
  SEMICONDUCTOR CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Date of Authentication:


 


This is the Global Note referred to in the

within-mentioned Supplemental Indenture:


 


Dated:


 


THE BANK OF NEW YORK MELLON TRUST


COMPANY, N.A., as Trustee


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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(Back of Note)

3.950% Senior Notes due 2015


 


Capitalized
terms used herein have the meanings assigned to them in the Indenture referred
to below unless otherwise indicated.


 


1.             INTEREST.  National Semiconductor Corporation, a
Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Note at 3.950% per
annum from the date hereof until maturity. 
The Company will pay interest semi-annually on April 15 and October 15
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”).  Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that
if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest will accrue from such next
succeeding Interest Payment Date; provided, further,
that the first Interest Payment Date will be October 15, 2010.  The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate equal to the then applicable interest rate on the Notes
to the extent lawful; it will pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest at
the same rate to the extent lawful. 
Interest will be computed on the basis of a 360-day year of twelve
30-day months.


 


2.             METHOD OF PAYMENT.  The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the April 1 or October 1 next preceding
the Interest Payment Date, even if such Notes are canceled after such record
date and on or before such Interest Payment Date, except as provided in Section 2.13
of the Base Indenture with respect to defaulted interest.  Principal, premium, if any, and interest on
the Notes will be payable at the office or agency of the Paying Agent and
Registrar within the City and State of New York or, at the option of the
Company, payment of interest may be made by check mailed to the Holders of the
Notes at their respective addresses set forth in the register of Holders of
Notes; provided that all payments of principal,
premium and interest with respect to Notes the Holders of which have given wire
transfer instructions to the Trustee will be required to be made by wire
transfer of immediately available funds to the accounts specified by the
Holders thereof. Such payment will be 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.


 


3.             PAYING AGENT AND REGISTRAR.  Initially, The Bank of New York Mellon Trust
Company, N.A., the Trustee under the Indenture, will act as Paying Agent and
Registrar.  The Company may change any
Paying Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may
act in any such capacity.


 


4.             INDENTURE.  This Note is one of a duly authenticated
series of securities of the Company issued and to be issued in one or more
series under an indenture (the “Base Indenture”),
dated as of June 18, 2007, between the Company and the Trustee, as amended
by the Supplemental Indenture (the “Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”),
dated as of April 6,  2010, between
the Company and the Trustee.  The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb).  The Notes
are subject to all such terms, and Holders are referred to the Indenture and such
Act for a statement of such terms.  To
the extent any provision of this Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture will govern and be controlling,
and to the extent any provision of the Base Indenture conflicts with the
express provisions of the Supplemental Indenture, the provisions of the
Supplemental Indenture will govern and 


 


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be controlling. 
The Company will be entitled to issue Additional Notes pursuant to Section 2.03
of the Supplemental Indenture.


 


5.             OPTIONAL REDEMPTION.  At any time prior to April 15, 2015, the
Company may, on any one or more occasions, redeem, in whole or in part, at a
redemption price equal to the greater of the following amounts, plus, in each
case, accrued and unpaid interest, if any, on the principal amount of the Notes
being redeemed to, but excluding, the date of redemption or purchase (“Redemption
Date”) (subject to the right of the holders of record on the relevant record
date to receive interest due on the relevant interest payment date):


 


(i)            100% of the
aggregate principal amount of the Notes to be redeemed; or


 


(ii)           the sum of the
present value at such Redemption Date of (1) the principal amount of the
Notes on the Redemption Date plus (2) all required remaining scheduled
interest payments due on such Notes (but not including any portion of such
payments of interest accrued to the Redemption Date) through the Stated
Maturity computed using a discount rate equal to the Treasury Rate plus 25
basis points.


 


Calculation
of the foregoing shall be made by the Company or on the Company’s behalf by
such Person as the Company shall designate; provided, however, that such calculation shall not be a duty or
obligation of the Trustee.


 


On and
after the Redemption Date, interest will cease to accrue on the Notes or
portions thereof called for redemption as long as the Company has deposited
with the Paying Agent funds in satisfaction of the applicable redemption price


 


6.             MANDATORY REDEMPTION.  Except as set forth in paragraph 7, the
Company shall not be required to make mandatory redemption payments with
respect to the Notes.


 


7.             REPURCHASE AT OPTION OF HOLDER.  Upon the occurrence of a Change of Control
Triggering Event, the Company will be required to offer to purchase all of the
outstanding Notes at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to, but excluding, the date
of purchase.


 


8.             NOTICE OF REDEMPTION.  Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $2,000 may
be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. 
On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.


 


9.             DENOMINATIONS, TRANSFER,
EXCHANGE.  The Notes are in
registered form without coupons in denominations of $2,000 and integral
multiples of $1,000.  Notes may be
transferred or exchanged as provided in the Supplemental Indenture.  The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees
required by law or permitted by the Supplemental Indenture.  The Company need not exchange or transfer any
Note or portion of a Note selected for redemption, except for the unredeemed
portion of any Note being redeemed in part. 
Also, the Company need not exchange or register the transfer of any
Notes for a period of 15 days before a selection of Notes to be redeemed or
during the period between a record date and the corresponding Interest Payment
Date.


 


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10.           PERSONS DEEMED OWNERS.  The registered Holder of a Note may be
treated as its owner for all purposes.


 


11.           AMENDMENT, SUPPLEMENT AND
WAIVER.  The Base Indenture
may be amended as provided therein. 
Subject to certain exceptions, the Supplemental Indenture or the Notes
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the Notes then outstanding, including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes, voting as a single class, and any existing
default or compliance with any provision of the Indenture or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes, including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes,
voting as a single class.  Without the
consent of any Holder of a Note, the Supplemental Indenture or the Notes may be
amended or supplemented (i) to cure any ambiguity, defect or
inconsistency; (ii) to provide for uncertificated Notes in addition to or
in place of certificated Notes; (iii) to provide for the assumption of the
Company’s obligations to Holders of the Notes in case of a merger or
consolidation or sale of all or substantially all of the Company’s assets;  (iv) to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights under the Supplemental Indenture of
any such Holder; (v) to comply with the requirements of the SEC in order
to effect or maintain the qualification of the Supplemental Indenture under the
Trust Indenture Act; (vi) to provide for the issuance of Additional Notes
in accordance with the Supplemental Indenture; or (vii) to evidence and
provide for the acceptance of appointment by a successor trustee.


 


12.           DEFAULTS AND REMEDIES.  An “EVENT OF DEFAULT” occurs if:  (i) there is a default for a period of
90 days in the payment when due of interest on the Notes; (ii) there is a
default in the payment when due of principal of or premium, if any, on the
Notes; (iii) the Company fails for 90 days after notice to the Company to
comply with any covenant or warranty of the Company in the Indenture; or (iv) certain
events of bankruptcy or insolvency occur with respect to the Company.


 


If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable. 
Notwithstanding the foregoing, in the case of an Event of Default arising
from certain events of bankruptcy or insolvency with respect to the Company,
all outstanding Notes will become due and payable without further action or
notice.  Holders may not enforce the
Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. 
The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default if it determines that withholding notice
is in their interest, except a Default or Event of Default relating to the
payment of principal or interest.  The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest on, or the principal of, the Notes. 
The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.


 


13.           TRUSTEE DEALINGS WITH
COMPANY.  The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.


 


14.           NO RECOURSE AGAINST OTHERS.  A director, officer, employee, incorporator
or stockholder, of the Company, as such, will not have any liability for any
obligations of the Company 


 


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under the Notes or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder of Notes by
accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for the issuance of the Notes.


 


15.           AUTHENTICATION.  This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


16.           ABBREVIATIONS.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: 
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


17.           CUSIP NUMBERS.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.  The Company will furnish
to any Holder upon written request and without charge a copy of the Base
Indenture and the Supplemental Indenture. 
Requests may be made to:


 


National Semiconductor Corporation

3689 Kifer Road


P.O. Box 58090


Mail Stop G3-135

Santa Clara, California 95052-8090

Fascimile No.:  (408) 733-0293

Attention:  General Counsel


 


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ASSIGNMENT FORM


 


To
assign this Note, fill in the form below:


 


	
  (I) or (we) assign
  and transfer this Note to:

  	
   

  
	
   

  	
  (Insert assignee’s legal name)

  
	
   

  	
   

  
	
   

  
	
  (Insert assignee’s social
  security number or tax identification number)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print or type assignee’s
  name, address and zip code)

  
	
   

  
	
  and
  irrevocably appoint

  	
   

  
	
  to transfer this Note on the books of the Company.
  The agent may substitute another to act for him.

  
	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
  (Sign
  exactly as your name appears on the face of this Note)

  
	
   

  	
   

  
	
   

  	
  Tax
  Identification No:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature
  Guarantee:

  	
   

  
									



 


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


 


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OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased by
the Company pursuant to Section 4.02 of the Supplemental Indenture, check
the box below:


 


o        Section 4.02


 


If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.02 of the Supplemental
Indenture, state the amount you elect to have purchased:  $                     


 


Date:_______________________


 


	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
  (Sign
  exactly as your name appears on the face of this Note)

  
	
   

  	
   

  
	
   

  	
  Tax
  Identification No:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature
  Guarantee:

  	
   

  
					



 


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


 


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