THIS FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”) is dated as of September 15, 2023 between INTUIT INC., a Delaware corporation (the “Issuer”), and U.S. Bank Trust Company, National Association, a national banking association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”).
RECITALS
A. The Issuer and the Trustee executed and delivered an Indenture, dated as of June 29, 2020, (the “Base Indenture” and, as supplemented by this First Supplemental Indenture, the “Indenture”), to provide for the issuance by the Issuer from time to time of unsubordinated debt securities evidencing its unsecured indebtedness.
B. Pursuant to a Resolution of the Board of Directors (and by an officer duly authorized by such Resolution), the Issuer has authorized the issuance of $750,000,000 principal amount of 5.250% Senior Notes due 2026 (the “2026 Notes”), $750,000,000 principal amount of 5.125% Senior Notes due 2028 (the “2028 Notes”), $1,250,000,000 principal amount of 5.200% Senior Notes due 2033 (the “2033 Notes”) and $1,250,000,000 principal amount of 5.500% Senior Notes due 2053 (the “2053 Notes” and, together with the 2026 Notes, 2028 Notes and 2033 Notes, the “Notes”).
C. The entry into this First Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Base Indenture.
D. The Issuer desires to enter into this First Supplemental Indenture pursuant to Section 7.01 of the Base Indenture to establish the form of the Notes in accordance with Section 2.01 of the Base Indenture and to establish the terms of the Notes in accordance with Section 2.03 of the Base Indenture.
E. All things necessary to make this First Supplemental Indenture a valid and legally binding agreement according to its terms have been done.
NOW, THEREFORE, for and in consideration of the foregoing premises, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Notes as follows:
ARTICLE I
Section 1.1 Terms of the Notes.
The following terms relate to the Notes:
(1) The 2026 Notes shall constitute a series of Notes having the title “5.250% Senior Notes due 2026,” the 2028 Notes shall constitute a separate series of Notes having the title “5.125% Senior Notes due 2028,” the 2033 Notes shall constitute a separate series of Notes having the title “5.200% Senior Notes due 2033” and the 2053 Notes shall constitute a separate series of Notes having the title “5.500% Senior Notes due 2053.”
(2) The aggregate principal amount of the 2026 Notes (the “Initial 2026 Notes”), the 2028 Notes (the “Initial 2028 Notes”), the 2033 Notes (the “Initial 2033 Notes”), the 2053 Notes (the “Initial 2053 Notes”) and the 2053 Notes (the “Initial 2053 Notes” and, together with the Initial 2026 Notes, the Initial 2028 Notes and the Initial 2033 Notes, the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $750,000,000 , $750,000,000 , $1,250,000,000 and $1,250,000,000, respectively. The Issuer may from time to time, without the consent of the Holders of Notes, issue additional 2026 Notes (in any such case “Additional 2026 Notes”), additional 2028 Notes (in any such case “Additional 2028 Notes”), additional 2033 Notes (in any such case “Additional 2033 Notes”) or additional 2053 Notes (in any such case “Additional 2053 Notes” and, together with any Additional 2026 Notes, Additional 2028 Notes or Additional 2033 Notes, the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial 2026 Notes, the Initial 2028 Notes, the Initial 2033 Notes or the Initial 2053 Notes, as the case may be except for any differences in the issue date,
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