{"id":41033,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/form-of-indenture-cisco.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-of-indenture-cisco","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/form-of-indenture-cisco.html","title":{"rendered":"Form of Indenture – Cisco"},"content":{"rendered":"

<\/p>\n

CISCO SYSTEMS, INC.<\/p>\n

as Issuer<\/p>\n

AND<\/p>\n

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.<\/p>\n

as Trustee<\/p>\n<\/p>\n

Indenture <\/strong><\/p>\n

Dated as of March 16, 2011<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n

TABLE OF CONTENTS <\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

PAGE<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

ARTICLE 1<\/p>\n

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.01.<\/p>\n<\/td>\n

<\/td>\nDefinitions<\/em><\/td>\n<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.02.<\/p>\n<\/td>\n

<\/td>\nCompliance Certificates and Opinions<\/em><\/td>\n<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.03.<\/p>\n<\/td>\n

<\/td>\nForm of Documents Delivered to Trustee<\/em><\/td>\n<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.04.<\/p>\n<\/td>\n

<\/td>\nActs of Holders; Record Dates<\/em><\/td>\n<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.05.<\/p>\n<\/td>\n

<\/td>\nNotices, Etc., to Trustee and Company<\/em><\/td>\n<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.06.<\/p>\n<\/td>\n

<\/td>\nNotice to Holders; Waiver<\/em><\/td>\n<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.07.<\/p>\n<\/td>\n

<\/td>\nConflict with Trust Indenture Act<\/em><\/td>\n<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.08.<\/p>\n<\/td>\n

<\/td>\nEffect of Headings and Table of Contents<\/em><\/td>\n<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.09.<\/p>\n<\/td>\n

<\/td>\nSuccessors and Assigns<\/em><\/td>\n<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.10.<\/p>\n<\/td>\n

<\/td>\nSeverability Clause<\/em><\/td>\n<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.11.<\/p>\n<\/td>\n

<\/td>\nBenefits of Indenture<\/em><\/td>\n<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.12.<\/p>\n<\/td>\n

<\/td>\nGoverning Law<\/em><\/td>\n<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.13.<\/p>\n<\/td>\n

<\/td>\nWaiver of Right to Trial by Jury<\/em><\/td>\n<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

THE NOTES<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 2.01.<\/p>\n<\/td>\n

<\/td>\nTitle and Terms<\/em><\/td>\n<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.02.<\/p>\n<\/td>\n

<\/td>\nForms of Notes<\/em><\/td>\n<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.03.<\/p>\n<\/td>\n

<\/td>\nForm of Trustee153s Certificate of Authentication<\/em>\n<\/td>\n<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.04.<\/p>\n<\/td>\n

<\/td>\nDenominations<\/em><\/td>\n<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.05.<\/p>\n<\/td>\n

<\/td>\nExecution, Authentication, Delivery and Dating<\/em><\/td>\n<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.06.<\/p>\n<\/td>\n

<\/td>\nTemporary Notes<\/em><\/td>\n<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.07.<\/p>\n<\/td>\n

<\/td>\nRegistration of Transfer and Exchange<\/em><\/td>\n<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.08.<\/p>\n<\/td>\n

<\/td>\nMutilated, Destroyed, Lost and Stolen Notes<\/em><\/td>\n<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.09.<\/p>\n<\/td>\n

<\/td>\nPersons Deemed Owners<\/em><\/td>\n<\/td>\n<\/td>\n\n

18<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.10.<\/p>\n<\/td>\n

<\/td>\nBook-Entry Provisions for Global Notes<\/em><\/td>\n<\/td>\n<\/td>\n\n

18<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.11.<\/p>\n<\/td>\n

<\/td>\nCancellation and Transfer Provisions<\/em><\/td>\n<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.12.<\/p>\n<\/td>\n

<\/td>\nEuroclear and Clearstream Procedures Applicable<\/em>\n<\/td>\n<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.13.<\/p>\n<\/td>\n

<\/td>\nCUSIP Numbers<\/em><\/td>\n<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

COVENANTS<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 3.01.<\/p>\n<\/td>\n

<\/td>\nPayments<\/em><\/td>\n<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.02.<\/p>\n<\/td>\n

<\/td>\nMaintenance of Office or Agency<\/em><\/td>\n<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.03.<\/p>\n<\/td>\n

<\/td>\nMoney for Note Payments to be Held in Trust<\/em><\/td>\n<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.04.<\/p>\n<\/td>\n

<\/td>\nStatement by Officers as to Default<\/em><\/td>\n<\/td>\n<\/td>\n\n

22<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.05.<\/p>\n<\/td>\n

<\/td>\nExistence<\/em><\/td>\n<\/td>\n<\/td>\n\n

22<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 3.06.<\/p>\n<\/td>\n

<\/td>\nReports and Delivery of Certain Information<\/em><\/td>\n<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.07.<\/em><\/p>\n<\/td>\n

<\/td>\nBook-Entry System<\/em><\/td>\n<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.08.<\/em><\/p>\n<\/td>\n

<\/td>\nInformation for IRS Filings<\/em><\/td>\n<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.09.<\/p>\n<\/td>\n

<\/td>\nLimitation on Liens<\/em><\/td>\n<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.10.<\/p>\n<\/td>\n

<\/td>\nLimitation on Sale and Lease-Back Transactions<\/em><\/td>\n<\/td>\n<\/td>\n\n

24<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.11.<\/em><\/p>\n<\/td>\n

<\/td>\nCertain Definitions<\/em><\/td>\n<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 4.01.<\/em><\/p>\n<\/td>\n

<\/td>\nCompany May Consolidate, Etc., Only on Certain
\nTerms<\/em><\/td>\n		<\/td>\n<\/td>\n\n

27<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 4.02.<\/em><\/p>\n<\/td>\n

<\/td>\nSuccessor Substituted<\/em><\/td>\n<\/td>\n<\/td>\n\n

28<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

REDEMPTION OF NOTES<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 5.01.<\/em><\/p>\n<\/td>\n

<\/td>\nOptional Redemption of Notes by the Company<\/em><\/td>\n<\/td>\n<\/td>\n\n

28<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 5.02.<\/em><\/p>\n<\/td>\n

<\/td>\nSelection of Notes to be Redeemed<\/em><\/td>\n<\/td>\n<\/td>\n\n

28<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 5.03.<\/em><\/p>\n<\/td>\n

<\/td>\nNotice of Redemption<\/em><\/td>\n<\/td>\n<\/td>\n\n

29<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 5.04.<\/p>\n<\/td>\n

<\/td>\nEffect of Notice of Redemption<\/em><\/td>\n<\/td>\n<\/td>\n\n

29<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 5.05.<\/em><\/p>\n<\/td>\n

<\/td>\nDeposit of Redemption Price<\/em><\/td>\n<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 5.06.<\/em><\/p>\n<\/td>\n

<\/td>\nNotes Redeemed in Part<\/em><\/td>\n<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

DEFAULTS AND REMEDIES<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 6.01.<\/em><\/p>\n<\/td>\n

<\/td>\nEvents of Default<\/em><\/td>\n<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.02.<\/em><\/p>\n<\/td>\n

<\/td>\nAcceleration of Maturity; Rescission and Annulment<\/em>\n<\/td>\n<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.03.<\/em><\/p>\n<\/td>\n

<\/td>\nCollection of Indebtedness and Suits for Enforcement by
\nTrustee<\/em><\/td>\n		<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.04.<\/em><\/p>\n<\/td>\n

<\/td>\nTrustee May File Proofs of Claim<\/em><\/td>\n<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.05.<\/em><\/p>\n<\/td>\n

<\/td>\nApplication of Money Collected<\/em><\/td>\n<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.06.<\/em><\/p>\n<\/td>\n

<\/td>\nLimitation on Suits<\/em><\/td>\n<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.07.<\/em><\/p>\n<\/td>\n

<\/td>\nUnconditional Right of Holders to Receive Payment<\/em>\n<\/td>\n<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.08.<\/em><\/p>\n<\/td>\n

<\/td>\nRestoration of Rights and Remedies<\/em><\/td>\n<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.09.<\/em><\/p>\n<\/td>\n

<\/td>\nRights and Remedies Cumulative<\/em><\/td>\n<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.10.<\/em><\/p>\n<\/td>\n

<\/td>\nDelay or Omission Not Waiver<\/em><\/td>\n<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.11.<\/em><\/p>\n<\/td>\n

<\/td>\nControl by Holders<\/em><\/td>\n<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.12.<\/em><\/p>\n<\/td>\n

<\/td>\nWaiver of Past Defaults<\/em><\/td>\n<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.13.<\/em><\/p>\n<\/td>\n

<\/td>\nUndertaking for Costs<\/em><\/td>\n<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.14.<\/em><\/p>\n<\/td>\n

<\/td>\nWaiver of Stay or Extension Laws<\/em><\/td>\n<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

TRUSTEE<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 7.01.<\/em><\/p>\n<\/td>\n

<\/td>\nCertain Duties and Responsibilities<\/em><\/td>\n<\/td>\n<\/td>\n\n

36<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.02.<\/em><\/p>\n<\/td>\n

<\/td>\nNotice of Defaults<\/em><\/td>\n<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

ii<\/p>\n<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 7.03.<\/p>\n<\/td>\n

<\/td>\nCertain Rights of Trustee<\/em><\/td>\n<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.04. <\/em><\/p>\n<\/td>\n

<\/td>\nNot Responsible for Recitals<\/em><\/td>\n<\/td>\n<\/td>\n\n

38<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.05. <\/em><\/p>\n<\/td>\n

<\/td>\nMay Hold Notes<\/em><\/td>\n<\/td>\n<\/td>\n\n

39<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.06. <\/em><\/p>\n<\/td>\n

<\/td>\nMoney Held in Trust<\/em><\/td>\n<\/td>\n<\/td>\n\n

39<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.07. <\/em><\/p>\n<\/td>\n

<\/td>\nCompensation and Reimbursement<\/em><\/td>\n<\/td>\n<\/td>\n\n

39<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.08. <\/em><\/p>\n<\/td>\n

<\/td>\nDisqualification; Conflicting Interests<\/em><\/td>\n<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.09. <\/em><\/p>\n<\/td>\n

<\/td>\nCorporate Trustee Required; Eligibility<\/em><\/td>\n<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.10. <\/em><\/p>\n<\/td>\n

<\/td>\nResignation and Removal; Appointment of Successor.<\/em>\n<\/td>\n<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.11. <\/em><\/p>\n<\/td>\n

<\/td>\nAcceptance of Appointment by Successor<\/em><\/td>\n<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.12. <\/em><\/p>\n<\/td>\n

<\/td>\nMerger, Conversion, Consolidation or Succession to
\nBusiness<\/em><\/td>\n		<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.13. <\/em><\/p>\n<\/td>\n

<\/td>\nPreferential Collection of Claims<\/em><\/td>\n<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

HOLDERS153 LISTS AND REPORTS BY TRUSTEE<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 8.01. <\/em><\/p>\n<\/td>\n

<\/td>\nCompany to Furnish Trustee Names and Addresses of
\nHolders<\/em><\/td>\n		<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.02. <\/em><\/p>\n<\/td>\n

<\/td>\nPreservation of Information; Communications to
\nHolders<\/em><\/td>\n		<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.03. <\/em><\/p>\n<\/td>\n

<\/td>\nReports by Trustee<\/em><\/td>\n<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.04. <\/em><\/p>\n<\/td>\n

<\/td>\nReports by Company<\/em><\/td>\n<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

DEFEASANCE AND DISCHARGE<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 9.01. <\/em><\/p>\n<\/td>\n

<\/td>\nDefeasance and Discharge of Indenture<\/em><\/td>\n<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.02.<\/p>\n<\/td>\n

<\/td>\nLegal Defeasance<\/em><\/td>\n<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.03.<\/p>\n<\/td>\n

<\/td>\nCovenant Defeasance<\/em><\/td>\n<\/td>\n<\/td>\n\n

47<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.04. <\/em><\/p>\n<\/td>\n

<\/td>\nApplication by Trustee of Funds Deposited for Payment of
\nNotes<\/em><\/td>\n		<\/td>\n<\/td>\n\n

47<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.05. <\/em><\/p>\n<\/td>\n

<\/td>\nRepayment of Moneys Held by Paying Agent<\/em><\/td>\n<\/td>\n<\/td>\n\n

47<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.06. <\/em><\/p>\n<\/td>\n

<\/td>\nReturn of Moneys Held by Trustee and Paying Agent
\nUnclaimed for Two Years<\/em><\/td>\n		<\/td>\n<\/td>\n\n

47<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

AMENDMENTS<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 10.01.<\/em><\/p>\n<\/td>\n

<\/td>\nSupplemental Indentures Without Consent of Holders<\/em>\n<\/td>\n<\/td>\n<\/td>\n\n

48<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 10.02.<\/em><\/p>\n<\/td>\n

<\/td>\nSupplemental Indentures with Consent of Holders<\/em>\n<\/td>\n<\/td>\n<\/td>\n\n

49<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 10.03.<\/em><\/p>\n<\/td>\n

<\/td>\nExecution of Supplemental Indentures<\/em><\/td>\n<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 10.04.<\/p>\n<\/td>\n

<\/td>\nEffect of Supplemental Indentures<\/em><\/td>\n<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 10.05.<\/em><\/p>\n<\/td>\n

<\/td>\nConformity with Trust Indenture Act<\/em><\/td>\n<\/td>\n<\/td>\n\n

51<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 10.06.<\/em><\/p>\n<\/td>\n

<\/td>\nReference in Notes to Supplemental Indentures<\/em><\/td>\n<\/td>\n<\/td>\n\n

51<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT A<\/p>\n<\/td>\n

<\/td>\n\n

Form of Floating Rate Notes due 2014<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

EXHIBIT B<\/p>\n<\/td>\n

<\/td>\n\n

Form of 1.625% Senior Notes due 2014<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

EXHIBIT C<\/p>\n<\/td>\n

<\/td>\n\n

Form of 3.150% Senior Notes due 2017<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iii<\/p>\n<\/p>\n

\n

CROSS-REFERENCE TABLE <\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

TIA Section<\/p>\n<\/td>\n

<\/td>\n\n

Indenture
\nSection<\/p>\n<\/td>\n<\/tr>\n

\n

310<\/p>\n<\/td>\n

<\/td>\n\n

(a)(1)<\/p>\n<\/td>\n

<\/td>\n\n

7.09<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(a)(2)<\/p>\n<\/td>\n

<\/td>\n\n

7.09<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(a)(3)<\/p>\n<\/td>\n

<\/td>\n\n

N.A.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(a)(4)<\/p>\n<\/td>\n

<\/td>\n\n

N.A.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

7.08; 7.10<\/p>\n<\/td>\n<\/tr>\n

\n

311<\/p>\n<\/td>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

7.13<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

7.13<\/p>\n<\/td>\n<\/tr>\n

\n

312<\/p>\n<\/td>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

8.01(a); 8.02(a)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

8.02(b)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

8.02(c)<\/p>\n<\/td>\n<\/tr>\n

\n

313<\/p>\n<\/td>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

8.03(a)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

8.03(a)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

8.03(a)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

8.02(b)<\/p>\n<\/td>\n<\/tr>\n

\n

314<\/p>\n<\/td>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

8.04<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

N.A.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(c)(1)<\/p>\n<\/td>\n

<\/td>\n\n

1.02<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(c)(2)<\/p>\n<\/td>\n

<\/td>\n\n

1.02<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(c)(3)<\/p>\n<\/td>\n

<\/td>\n\n

N.A.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

N.A.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

1.02<\/p>\n<\/td>\n<\/tr>\n

\n

315<\/p>\n<\/td>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

7.01<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

7.02<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

7.01<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

7.01<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

6.14<\/p>\n<\/td>\n<\/tr>\n

\n

316<\/p>\n<\/td>\n

<\/td>\n\n

(a)(1)(A)<\/p>\n<\/td>\n

<\/td>\n\n

6.12<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(a)(1)(B)<\/p>\n<\/td>\n

<\/td>\n\n

6.13<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(a)(2)<\/p>\n<\/td>\n

<\/td>\n\n

N.A.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

6.08<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

1.04(c)<\/p>\n<\/td>\n<\/tr>\n

\n

317<\/p>\n<\/td>\n

<\/td>\n\n

(a)(1)<\/p>\n<\/td>\n

<\/td>\n\n

6.03<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(a)(2)<\/p>\n<\/td>\n

<\/td>\n\n

6.04<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

3.03<\/p>\n<\/td>\n<\/tr>\n

\n

318<\/p>\n<\/td>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

1.07<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

N.A. means Not Applicable<\/p>\n

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
\npart of this Indenture.<\/p>\n<\/p>\n

iv<\/p>\n<\/p>\n

\n

INDENTURE, dated as of March 16, 2011, between Cisco Systems, Inc., a
\ncorporation duly organized and existing under the laws of the State of
\nCalifornia, as Issuer (the “Company<\/strong>“), having its principal
\noffices at 170 West Tasman Drive, San Jose, California 95134 and The Bank of New
\nYork Mellon Trust Company, N.A., a national banking association duly organized
\nunder the laws of the United States of America, as Trustee (the
\n“Trustee<\/strong>“).<\/p>\n

RECITALS OF THE COMPANY <\/strong><\/p>\n

The Company has duly authorized the creation of an issue of Floating Rate
\nNotes due 2014 (the “2014 Floating Rate Notes<\/strong>“), 1.625% Senior
\nNotes due 2014 (the “2014 Fixed Rate Notes<\/strong>“) and 3.150% Senior
\nNotes due 2017 (the “2017 Fixed Rate Notes<\/strong>” and, together with
\nthe 2014 Floating Rate Notes and the 2014 Fixed Rate Notes, the
\n“Notes<\/strong>“) of substantially the tenor and amount hereinafter set
\nforth, and to provide therefor the Company has duly authorized the execution and
\ndelivery of this Indenture.<\/p>\n

All things necessary to make the Notes, when executed by the Company and
\nauthenticated and delivered hereunder and duly issued by the Company, the valid
\nobligations of the Company, and to make this Indenture a valid agreement of the
\nCompany, in accordance with the terms of the Notes and the Indenture, have been
\ndone.<\/p>\n

NOW, THEREFORE, THIS INDENTURE WITNESSETH:<\/p>\n

For and in consideration of the premises and the purchases of the Notes by
\nthe Holders thereof, it is mutually agreed, for the benefit of the Company and
\nthe equal and proportionate benefit of all Holders of the Notes, as follows:\n<\/p>\n

ARTICLE 1 <\/strong><\/p>\n

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION<\/p>\n

Section 1.01<\/strong>. Definitions.<\/em> For all purposes of this
\nIndenture, except as otherwise expressly provided or unless the context
\notherwise requires:<\/p>\n

(i) the terms defined in this Article 1 have the meanings assigned to them in
\nthis Article and include the plural as well as the singular;<\/p>\n

(ii) all other terms used herein that are defined in the Trust Indenture Act,
\neither directly or by reference therein, have the meanings assigned to them
\ntherein;<\/p>\n

(iii) all accounting terms not otherwise defined herein have the meanings
\nassigned to them in accordance with GAAP; and<\/p>\n<\/p>\n

\n

(iv) the words “herein,” “hereof153 and “hereunder” and other words of similar
\nimport refer to this Indenture as a whole and not to any particular Article,
\nSection or other subdivision.<\/p>\n

“Act<\/strong>,” when used with respect to any Holder, has the meaning
\nspecified in Section 1.04.<\/p>\n

“Affiliate<\/strong>” of any specified Person means any other Person
\ndirectly or indirectly controlling or controlled by or under direct or indirect
\ncommon control with such specified Person. For the purposes of this definition,
\n“control” when used with respect to any specified Person means the power to
\ndirect the management and policies of such Person, directly or indirectly,
\nwhether through the ownership of voting securities, by contract or otherwise;
\nand the terms “controlling” and “controlled” have meanings correlative to the
\nforegoing.<\/p>\n

“Agent Members<\/strong>” has the meaning specified in Section 2.10.\n<\/p>\n

“Aggregate Debt<\/strong>” has the meaning specified in Section 3.11.\n<\/p>\n

“Applicable Procedures<\/strong>” means, with respect to any transfer
\nor exchange of or for beneficial interests in any Global Notes, the rules and
\nprocedures of the Depositary, Euroclear and Clearstream that apply to such
\ntransfer or exchange.<\/p>\n

“Attributable Liens<\/strong>” has the meaning specified in
\nSection 3.11.<\/p>\n

“Board of Directors<\/strong>” means, with respect to any Person,
\neither the board of directors of such Person or any duly authorized committee of
\nthat board.<\/p>\n

“Board Resolution<\/strong>” means, with respect to any Person, a copy
\nof a resolution certified by the Secretary or an Assistant Secretary of such
\nPerson to have been duly adopted by the Board of Directors and to be in full
\nforce and effect on the date of such certification, and delivered to the
\nTrustee.<\/p>\n

“Business Day<\/strong>” means any day other than a Saturday, a Sunday
\nor a day on which banking institutions in The City of New York are authorized or
\nobligated by law, or executive order or governmental decree to be closed.<\/p>\n

“Capital Lease<\/strong>” has the meaning specified in Section 3.11.\n<\/p>\n

“Clearstream<\/strong>” means Clearstream Banking, soci t anonyme,
\nLuxembourg (formerly Cedel Bank, soci t anonyme), and any successor thereto.\n<\/p>\n

“Commission<\/strong>” means the Securities and Exchange Commission,
\nas from time to time constituted, created under the Exchange Act, or, if at any
\ntime after the execution of this instrument such Commission is not existing and
\nperforming the duties now assigned to it under the Trust Indenture Act, then the
\nbody performing such duties at such time.<\/p>\n<\/p>\n

2<\/p>\n<\/p>\n

\n

“Company<\/strong>” means the Person named as the “Company” in the
\nfirst paragraph of this instrument until a successor Person shall have become
\nsuch pursuant to the applicable provisions of this Indenture, and thereafter
\n“Company” shall mean such successor Person.<\/p>\n

“Company Request<\/strong>” or “Company Order<\/strong>” means
\na written request or order signed in the name of the Company by any two of its
\nChairman of the Board, its Vice Chairman of the Board, its Chief Executive
\nOfficer, its President, any Vice President, its Chief Financial Officer, its
\nTreasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
\ndelivered to the Trustee.<\/p>\n

“Comparable Treasury Issue<\/strong>” means the United States Treasury
\nsecurity selected by a Reference Treasury Dealer as having an actual or
\ninterpolated maturity comparable to the remaining term of the Notes called for
\nredemption, that would be utilized, at the time of selection and in accordance
\nwith customary financial practice, in pricing new issues of corporate debt
\nsecurities of comparable maturity to the remaining term of the Notes called for
\nredemption.<\/p>\n

“Comparable Treasury Price<\/strong>” means, with respect to any
\nRedemption Date, the average, as determined by the Company or such agent as may
\nbe appointed by the Company for this purpose, of the Reference Treasury Dealer
\nQuotations for that Redemption Date.<\/p>\n

“Consolidated Net Worth<\/strong>” has the meaning specified in
\nSection 3.11.<\/p>\n

“Consolidated Subsidiaries<\/strong>” has the meaning specified in
\nSection 3.11.<\/p>\n

“Corporate Trust Office<\/strong>” means the office of the Trustee at
\nwhich the corporate trust business of the Trustee shall, at any particular time,
\nbe principally administered, which office is, at the date of this Indenture,
\nlocated at 700 South Flower Street, Suite 500, Los Angeles, California 90017,
\nAttention: Corporate Unit.<\/p>\n

“corporation<\/strong>” means a corporation, association, company,
\njoint-stock company or business trust.<\/p>\n

“Default<\/strong>” means any event that is or with the passage of
\ntime or the giving of notice or both would become an Event of Default.<\/p>\n

“Depositary<\/strong>” means The Depository Trust Company until a
\nsuccessor Depositary shall have become such pursuant to the applicable
\nprovisions of this Indenture, and thereafter “Depositary” shall mean such
\nsuccessor Depositary.<\/p>\n

“Event of Default<\/strong>” has the meaning specified in
\nSection 6.01.<\/p>\n

“Euroclear<\/strong>” means the Euroclear Clearance System and any
\nsuccessor thereto.<\/p>\n<\/p>\n

3<\/p>\n<\/p>\n

\n

“Exchange Act<\/strong>” means the U.S. Securities Exchange Act of
\n1934, as amended.<\/p>\n

“GAAP<\/strong>” means generally accepted accounting principles set
\nforth in the opinions and pronouncements of the Public Company Accounting
\nOversight Board (United States) and statements and pronouncements of the
\nFinancial Accounting Standards Board or in such other statements by such other
\nentity as have been approved by a significant segment of the accounting
\nprofession, which are in effect as of the date of determination.<\/p>\n

“Global Note<\/strong>” means a Note in global form registered in the
\nNote Register in the name of a Depositary or a nominee thereof.<\/p>\n

“Governmental Obligations”<\/strong> means securities that are
\n(i) direct obligations of the United States of America for the payment of which
\nits full faith and credit is pledged or (ii) obligations of a Person controlled
\nor supervised by and acting as an agency or instrumentality of the United States
\nof America, the payment of which is unconditionally guaranteed as a full faith
\nand credit obligation by the United States of America that, in either case, are
\nnot callable or redeemable at the option of the issuer thereof, and shall also
\ninclude a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
\nthe Securities Act) as custodian with respect to any such Governmental
\nObligation or a specific payment of principal of or interest on any such
\nGovernmental Obligation held by such custodian for the account of the holder of
\nsuch depositary receipt; provided however<\/em>, that (except as required by
\nlaw) such custodian is not authorized to make any deduction from the amount
\npayable to the holder of such depositary receipt from any amount received by the
\ncustodian in respect of the Governmental Obligation or the specific payment of
\nprincipal of or interest on the Governmental Obligation evidenced by such
\ndepositary receipt.<\/p>\n

“Holder<\/strong>” means a Person in whose name a Note is registered
\nin the Note Register.<\/p>\n

“Indebtedness<\/strong>” has the meaning specified in Section 3.11.\n<\/p>\n

“Indenture<\/strong>” means this instrument as originally executed or
\nas it may from time to time be supplemented or amended by one or more indentures
\nsupplemental hereto entered into pursuant to the applicable provisions hereof,
\nincluding, for all purposes of this instrument and any such supplemental
\nindenture, the provisions of the Trust Indenture Act that are deemed to be a
\npart of and govern this instrument and any such supplemental indenture,
\nrespectively.<\/p>\n

“Issue Date<\/strong>” means the date the Notes are originally issued
\nas set forth on the face of the Note under this Indenture.<\/p>\n

“Lien<\/strong>” has the meaning specified in Section 3.11.<\/p>\n<\/p>\n

4<\/p>\n<\/p>\n

\n

“Maturity<\/strong>“, when used with respect to any Note, means the
\ndate on which the principal or Redemption Price of such Note becomes due and
\npayable as therein or herein provided, whether at the Stated Maturity or on a
\nRedemption Date, or by declaration of acceleration or otherwise.<\/p>\n

“Note<\/strong>” or “Notes<\/strong>” has the meaning specified
\nin the first paragraph of the Recitals of the Company.<\/p>\n

“Note Register<\/strong>” and “Note Registrar<\/strong>” have
\nthe respective meanings specified in Section 2.07.<\/p>\n

“Notice of Default<\/strong>” has the meaning specified in
\nSection 6.01.<\/p>\n

“Officers153 Certificate<\/strong>” means a certificate signed on behalf
\nof the Company by any two of its the Chairman of the Board, its Vice Chairman of
\nthe Board, its Chief Executive Officer, its President, any Vice President, its
\nChief Financial Officer, its Treasurer, any Assistant Treasurer, its Secretary
\nor an Assistant Secretary, and delivered to the Trustee. One of the officers
\nsigning an Officers153 Certificate given pursuant to Section 3.04 shall be the
\nprincipal executive, financial or accounting officer of the Company.<\/p>\n

“Opinion of Counsel<\/strong>” means a written opinion of counsel, who
\nmay be external or in-house counsel for the Company, and who shall be reasonably
\nacceptable to the Trustee.<\/p>\n

“Outstanding<\/strong>,” when used with respect to Notes, means, as of
\nthe date of determination, all Notes theretofore authenticated and delivered
\nunder this Indenture, except:<\/p>\n

(i) Notes theretofore cancelled by the Trustee or delivered to the Trustee
\nfor cancellation;<\/p>\n

(ii) Notes, or portions thereof, for whose payment or redemption money in the
\nnecessary amount has been theretofore deposited with the Trustee or any Paying
\nAgent (other than the Company) in trust or set aside and segregated in trust by
\nthe Company (if the Company shall act as its own Paying Agent) for the Holders
\nof such Notes; provided<\/em> that if such Notes are to be redeemed prior to
\nthe maturity thereof, notice of such redemption shall have been given to the
\nHolders as herein provided, or provision satisfactory to a Responsible Officer
\nof the Trustee shall have been made for giving such notice; and<\/p>\n

(iii) Notes that have been paid or in exchange for or in lieu of which other
\nNotes have been authenticated and delivered pursuant to this Indenture;<\/p>\n<\/p>\n

5<\/p>\n<\/p>\n

\n

provided, however<\/em>, that, in determining whether the Holders of the
\nrequisite Principal Amount of the Outstanding Notes have given any request,
\ndemand, authorization, direction, notice, consent or waiver hereunder, Notes
\nowned by the Company or any other obligor upon the Notes shall be disregarded
\nand deemed not to be Outstanding, except that, in determining whether the
\nTrustee shall be protected in relying upon any such request, demand,
\nauthorization, direction, notice, consent or waiver, only Notes which a
\nResponsible Officer of the Trustee actually knows to be so owned shall be so
\ndisregarded. Notes so owned which have been pledged in good faith may be
\nregarded as Outstanding if the pledgee establishes to the satisfaction of the
\nTrustee the pledgee153s right so to act with respect to such Notes and that the
\npledgee is not the Company or any other obligor upon the Notes.<\/p>\n

“Paying Agent<\/strong>” means any Person (including the Company)
\nauthorized by the Company to pay the principal or Redemption Price of any Note
\non behalf of the Company. The Trustee shall initially be the Paying Agent.<\/p>\n

“Permitted Liens<\/strong>” has the meaning specified in Section 3.11.\n<\/p>\n

“Person”<\/strong> means any individual, corporation, partnership,
\njoint venture, association, limited liability company, joint-stock company,
\ntrust, unincorporated organization or government or any agency or political
\nsubdivision thereof.<\/p>\n

“Physical Notes<\/strong>” means permanent certificated Notes in
\nregistered form issued in denomination of $2,000 Principal Amount and any
\nintegral multiple of $1,000 above that amount.<\/p>\n

“Principal Amount<\/strong>” of a Note means the Principal Amount as
\nset forth on the face of the Note.<\/p>\n

“Principal Property<\/strong>” has the meaning specified in
\nSection 3.11.<\/p>\n

“Record Date<\/strong>” has the respective meanings specified in the
\nNotes attached hereto as Exhibit A<\/u>, Exhibit B<\/u> and Exhibit
\nC<\/u>.<\/p>\n

“Redemption Date<\/strong>” shall mean the date specified for
\nredemption of the Notes in accordance with the terms of the Notes and
\nSection 5.01.<\/p>\n

“Redemption Price<\/strong>” has the meaning specified in
\nSection 5.01.<\/p>\n

“Reference Treasury Dealer<\/strong>” means (i) each of Goldman,
\nSachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce,
\nFenner & Smith Incorporated and their respective successors;
\nprovided<\/em> that if any of the foregoing cease to be a primary U.S.
\nGovernment securities dealer, the Company shall substitute another nationally
\nrecognized investment banking firm that is a primary<\/p>\n<\/p>\n

6<\/p>\n<\/p>\n

\n

U.S. Government securities dealer, and (ii) any other primary U.S. Government
\nsecurities dealer selected by the Company.<\/p>\n

“Reference Treasury Dealer Quotations<\/strong>” means, on any
\nRedemption Date, the average, as determined by the Company or such agent as may
\nbe appointed by the Company for this purpose, of the bid and asked prices for
\nthe Comparable Treasury Issue (expressed in each case as a percentage of its
\nprincipal amount) quoted in writing to the Company by each Reference Treasury
\nDealer at 3:30 p.m., New York City time, on the third Business Day preceding
\nthat Redemption Date.<\/p>\n

“Remaining Scheduled Payments<\/strong>” means the remaining scheduled
\npayments of principal of and interest on the Notes that would be due after the
\nrelated Redemption Date but for that redemption. If that Redemption Date is not
\nan interest payment date, the amount of the next succeeding scheduled interest
\npayment on the Notes will be reduced by the amount of interest accrued on the
\nNotes to such Redemption Date.<\/p>\n

“Responsible Officer<\/strong>” means any officer of the Trustee
\nwithin the Corporate Trust Office of the Trustee with direct responsibility for
\nthe administration of this Indenture and also, with respect to a particular
\nmatter, any other officer of the Trustee to whom such matter is referred because
\nof such officer153s knowledge and familiarity with the particular subject.<\/p>\n

“Securities Act<\/strong>” means the U.S. Securities Act of 1933, as
\namended, and the rules and regulations of the Commission promulgated thereunder.\n<\/p>\n

“Senior Officer<\/strong>” has the meaning specified in Section 3.11.\n<\/p>\n

“Stated Maturity<\/strong>,” when used with respect to any Note, means
\nthe date specified in such Note as the fixed date on which an amount equal to
\nthe principal amount of such Note together with accrued and unpaid interest is
\ndue and payable.<\/p>\n

“Stockholders153 Equity<\/strong>” has the meaning specified in
\nSection 3.11.<\/p>\n

“Subsidiary<\/strong>” means a corporation more than 50% of the
\noutstanding voting stock of which is owned, directly or indirectly, by the
\nCompany or by one or more other Subsidiaries, or by the Company and one or more
\nother Subsidiaries. For the purposes of this definition, “voting stock” means
\nstock which ordinarily has voting power for the election of directors, whether
\nat all times or only so long as no senior class of stock has such voting power
\nby reason of any contingency.<\/p>\n

“Surviving Entity<\/strong>” has the meaning specified in
\nSection 4.01.<\/p>\n<\/p>\n

7<\/p>\n<\/p>\n

\n

“Treasury Rate<\/strong>” means, with respect to any Redemption Date
\nfor the Notes, the rate per annum equal to the semi-annual equivalent yield to
\nmaturity (computed as of the third Business Day immediately preceding that
\nRedemption Date) of the Comparable Treasury Issue, assuming a price for the
\nComparable Treasury Issue (expressed as a percentage of its principal amount)
\nequal to the Comparable Treasury Price for that Redemption Date.<\/p>\n

“Trust Indenture Act<\/strong>” means the Trust Indenture Act of 1939
\nas in effect on the date as of which this Indenture was executed; provided,
\nhowever<\/em>, that in the event the Trust Indenture Act of 1939 is amended after
\nsuch date, “Trust Indenture Act” means, to the extent required by any such
\namendment, the Trust Indenture Act of 1939 as so amended.<\/p>\n

“Trustee<\/strong>” means the Person named as the
\n“Trustee<\/strong>” in the first paragraph of this instrument until a
\nsuccessor Trustee shall have become such pursuant to the applicable provisions
\nof this Indenture, and thereafter “Trustee<\/strong>” shall mean such
\nsuccessor Trustee.<\/p>\n

“Vice President<\/strong>,” when used with respect to the Company or
\nthe Trustee, means any vice president, whether or not designated by a number or
\na word or words added before or after the title “vice president”.<\/p>\n

Section 1.02<\/strong>. Compliance Certificates and Opinions.<\/em>
\nUpon any application or request by the Company to the Trustee to take any action
\nunder any provision of this Indenture, the Trustee shall be entitled to receive
\nupon request an Opinion of Counsel and Officers153 Certificate to the effect that
\nall conditions precedent, if any, in the Indenture to such action have been
\ncomplied with. Each such certificate or opinion shall be given in the form of an
\nOfficers153 Certificate, if to be given by an officer of the Company, or an
\nOpinion of Counsel, if to be given by counsel, and shall comply with the
\nrequirements of the Trust Indenture Act and any other requirement set forth in
\nthis Indenture.<\/p>\n

Every certificate or opinion with respect to compliance with a condition or
\ncovenant provided for in this Indenture shall include:<\/p>\n

(a) a statement that each individual signing such certificate or opinion has
\nread such covenant or condition and the definitions herein relating thereto;\n<\/p>\n

(b) a brief statement as to the nature and scope of the examination or
\ninvestigation upon which the statements or opinions contained in such
\ncertificate or opinion are based;<\/p>\n

(c) a statement that, in the opinion of each such individual, such individual
\nhas made such examination or investigation as is necessary to enable such
\nindividual to express an informed opinion as to whether or not such covenant or
\ncondition has been complied with; and<\/p>\n<\/p>\n

8<\/p>\n<\/p>\n

\n

(d) a statement as to whether, in the opinion of each such individual, such
\ncondition or covenant has been complied with.<\/p>\n

Section 1.03<\/strong>. Form of Documents Delivered to
\nTrustee.<\/em> In any case where several matters are required to be certified by,
\nor covered by an opinion of, any specified Person, it is not necessary that all
\nsuch matters be certified by, or covered by the opinion of, only one such
\nPerson, or that they be so certified or covered by only one document, but one
\nsuch Person may certify or give an opinion with respect to some matters and one
\nor more other such Persons as to other matters, and any such Person may certify
\nor give an opinion as to such matters in one or several documents.<\/p>\n

Any certificate or opinion of an officer of the Company may be based, insofar
\nas it relates to legal matters, upon a certificate or opinion of, or
\nrepresentations by, counsel, unless such officer knows, or in the exercise of
\nreasonable care should know, that the certificate or opinion or representations
\nwith respect to the matters upon which his certificate or opinion is based are
\nerroneous. Any such certificate or Opinion of Counsel may be based, insofar as
\nit relates to factual matters, upon a certificate or opinion of, or
\nrepresentations by, an officer or officers of the Company stating that the
\ninformation with respect to such factual matters is in the possession of the
\nCompany, unless such counsel knows, or in the exercise of reasonable care should
\nknow, that the certificate or opinion or representations with respect to such
\nmatters are erroneous.<\/p>\n

Where any Person is required to make, give or execute two or more
\napplications, requests, consents, certificates, statements, opinions or other
\ninstruments under this Indenture, they may, but need not, be consolidated and
\nform one instrument.<\/p>\n

Section 1.04<\/strong>. Acts of Holders; Record Dates.<\/em>
\n(a) Any request, demand, authorization, direction, notice, consent, waiver or
\nother action provided by this Indenture to be given or taken by Holders may be
\nembodied in and evidenced by one or more instruments of substantially similar
\ntenor signed by such Holders in person or by agent duly appointed in writing
\nand, except as herein otherwise expressly provided, such action shall become
\neffective when such instrument or instruments are delivered to the Trustee and,
\nwhere it is hereby expressly required, to the Company. Such instrument or
\ninstruments (and the action embodied therein and evidenced thereby) are herein
\nsometimes referred to as an “Act<\/strong>” of the Holders signing such
\ninstrument or instruments. Proof of execution of any such instrument or of a
\nwriting appointing any such agent shall be sufficient for any purpose of this
\nIndenture and (subject to Section 7.01) conclusive in favor of the Trustee and
\nthe Company, if made in the manner provided in this Section 1.04.<\/p>\n

(b) The fact and date of the execution by any Person of any such instrument
\nor writing may be proved by the affidavit of a witness of such execution or by a
\ncertificate of a notary public or other officer authorized by law<\/p>\n<\/p>\n

9<\/p>\n<\/p>\n

\n

to take acknowledgments of deeds, certifying that the individual signing such
\ninstrument or writing acknowledged to him the execution thereof. Where such
\nexecution is by a signer acting in a capacity other than his individual
\ncapacity, such certificate or affidavit shall also constitute sufficient proof
\nof his authority. The fact and date of the execution of any such instrument or
\nwriting, or the authority of the Person executing the same, may also be proved
\nin any other manner which the Trustee reasonably deems sufficient.<\/p>\n

(c) The Company may, in the circumstances permitted by the Trust Indenture
\nAct, fix any day as the record date for the purpose of determining the Holders
\nentitled to give or take any request, demand, authorization, direction, notice,
\nconsent, waiver or other action, or to vote on any action, authorized or
\npermitted to be given or taken by Holders. If not set by the Company prior to
\nthe first solicitation of a Holder made by any Person in respect of any such
\naction, or, in the case of any such vote, prior to such vote, the record date
\nfor any such action or vote shall be the 30th day (or, if later, the date of the
\nmost recent list of Holders required to be provided pursuant to Section 8.01)
\nprior to such first solicitation or vote, as the case may be. With regard to any
\nrecord date, only the Holders on such date (or their duly designated proxies)
\nshall be entitled to give or take, or vote on, the relevant action.<\/p>\n

(d) The ownership of Notes shall be proved by the Note Register.<\/p>\n

(e) Any request, demand, authorization, direction, notice, consent, waiver or
\nother Act of the Holder of any Note shall bind every future Holder of the same
\nNote and the Holder of every Note issued upon the registration of transfer
\nthereof or in exchange therefor or in lieu thereof in respect of anything done,
\nomitted or suffered to be done by the Trustee or the Company in reliance
\nthereon, whether or not notation of such action is made upon such Note.<\/p>\n

Section 1.05<\/strong>. Notices, Etc., to Trustee and
\nCompany.<\/em> Any request, demand, authorization, direction, notice, consent,
\nwaiver or Act of Holders or other document provided or permitted by this
\nIndenture to be made upon, given or furnished to, or filed with:<\/p>\n

(i) the Trustee by any Holder or by the Company shall be sufficient for every
\npurpose hereunder if made, given, furnished or filed in writing to or with the
\nTrustee at: The Bank of New York Mellon Trust Company, N.A., 700 South Flower
\nStreet, Suite 500, Los Angeles, California 90017, Attention: Corporate Unit or\n<\/p>\n

(ii) the Company by the Trustee or by any Holder shall be sufficient for
\nevery purpose hereunder (unless otherwise herein expressly provided) if in
\nwriting and mailed, first-class postage prepaid, to the Company addressed to it
\nat the address of its principal office specified in the first paragraph of this
\ninstrument or at any other address previously furnished in writing to the
\nTrustee by the Company, Attention: Treasurer.<\/p>\n<\/p>\n

10<\/p>\n<\/p>\n

\n

Notice to the Trustee shall be effective only upon actual receipt by the
\nTrustee.<\/p>\n

Section 1.06<\/strong>. Notice to Holders; Waiver.<\/em> Where this
\nIndenture provides for notice to Holders of any event, such notice shall be
\nsufficiently given (unless otherwise herein expressly provided) if in writing
\nand mailed, first-class postage prepaid, to each Holder affected by such event,
\nat such Holder153s address as it appears in the Note Register, not later than the
\nlatest date (if any), and not earlier than the earliest date (if any),
\nprescribed for the giving of such notice. In any case where notice to Holders is
\ngiven by mail, neither the failure to mail such notice, nor any defect in any
\nnotice so mailed, to any particular Holder shall affect the sufficiency of such
\nnotice with respect to other Holders. Where this Indenture provides for notice
\nin any manner, such notice may be waived in writing by the Person entitled to
\nreceive such notice, either before or after the event, and such waiver shall be
\nthe equivalent of such notice. Waivers of notice by Holders shall be filed with
\nthe Trustee, but such filing shall not be a condition precedent to the validity
\nof any action taken in reliance upon such waiver.<\/p>\n

In case by reason of the suspension of regular mail service or by reason of
\nany other cause it shall be impracticable to give such notice by mail, then such
\nnotification as shall be made with the approval of the Trustee shall constitute
\na sufficient notification for every purpose hereunder.<\/p>\n

Whenever under this Indenture the Trustee is required to provide any notice
\nby mail, in all cases the Trustee may alternatively provide notice by overnight
\ncourier or by telefacsimile, with confirmation of transmission.<\/p>\n

So long as the Notes are registered in the name of the Depository Trust
\nCompany, any notices to be provided to the Holders may be provided by electronic
\nmeans in accordance with the Depository Trust Company153s operational procedures.\n<\/p>\n

The Trustee agrees to accept and act upon instructions or directions pursuant
\nto this Indenture sent by unsecured e-mail, facsimile transmission or other
\nsimilar unsecured electronic methods; provided, however, that (a) the party
\nproviding such written instructions, subsequent to such transmission of written
\ninstructions, shall provide the originally executed instructions or directions
\nto the Trustee in a timely manner, and (b) such originally executed instructions
\nor directions shall be signed by an authorized representative of the party
\nproviding such instructions or directions. If the party elects to give the
\nTrustee e-mail (pdf) or facsimile instructions (or instructions by a similar
\nelectronic method) and the Trustee in its discretion elects to act upon such
\ninstructions, the Trustee153s understanding of such instructions shall be deemed
\ncontrolling. The Trustee shall not be liable for any losses, costs or expenses
\narising directly or indirectly from the Trustee153s reliance upon and compliance
\nwith such instructions notwithstanding such instructions conflict or are
\ninconsistent with a subsequent written instruction. The party providing
\nelectronic instructions agrees to assume all risks arising out of the use of
\nsuch electronic methods to submit instructions<\/p>\n<\/p>\n

11<\/p>\n<\/p>\n

\n

and directions to the Trustee, including without limitation the risk of the
\nTrustee acting on unauthorized instructions, and the risk or interception and
\nmisuse by third parties.<\/p>\n

Section 1.07<\/strong>. Conflict with Trust Indenture Act.<\/em>
\nIf any provision hereof limits, qualifies or conflicts with a provision of the
\nTrust Indenture Act that is required hereunder to be a part of and govern this
\nIndenture, the latter provision shall control. If any provision of this
\nIndenture modifies or excludes any provision of the Trust Indenture Act that may
\nbe so modified or excluded, the latter provision shall be deemed to apply to
\nthis Indenture as so modified or to be excluded, as the case may be.<\/p>\n

Section 1.08<\/strong>. Effect of Headings and Table of
\nContents.<\/em> The Article and Section headings herein and the Table of Contents
\nare for convenience only and shall not affect the construction hereof, and all
\nArticle and Section references are to Articles and Sections, respectively, of
\nthis Indenture unless otherwise expressly stated.<\/p>\n

Section 1.09<\/strong>. Successors and Assigns<\/em>. All covenants
\nand agreements in this Indenture by the Company shall bind its successors and
\nassigns, whether so expressed or not.<\/p>\n

Section 1.10<\/strong>. Severability Clause.<\/em> In case any
\nprovision in this Indenture or in the Notes shall be invalid, illegal or
\nunenforceable, the validity, legality and enforceability of the remaining
\nprovisions shall not in any way be affected or impaired thereby.<\/p>\n

Section 1.11<\/strong>. Benefits of Indenture.<\/em> Nothing in
\nthis Indenture or in the Notes, express or implied, shall give to any Person,
\nother than the parties hereto and their respective successors hereunder and the
\nHolders of Notes, any benefit or any legal or equitable right, remedy or claim
\nunder this Indenture.<\/p>\n

Section 1.12<\/strong>. Governing Law.<\/em> This Indenture and the
\nNotes shall be governed by and construed in accordance with the laws of the
\nState of New York.<\/p>\n

Section 1.13<\/strong>. Waiver of Right to Trial by Jury<\/em>.
\nEACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
\nEXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
\nLEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THE
\nTRANSACTION CONTEMPLATED HEREBY.<\/p>\n<\/p>\n

12<\/p>\n<\/p>\n

\n

ARTICLE 2 <\/strong><\/p>\n

THE NOTES<\/p>\n

Section 2.01<\/strong>. Title and Terms<\/em>. The aggregate
\nPrincipal Amount of Notes that may be authenticated and delivered under this
\nIndenture is initially limited to $4,000,000,000 (consisting of $1,250,000,000
\naggregate Principal Amount of 2014 Floating Rate Notes, $2,000,000,000 aggregate
\nPrincipal Amount of 2014 Fixed Rate Notes and $750,000,000 aggregate Principal
\nAmount of 2017 Fixed Rate Notes), except for Notes authenticated and delivered
\nupon registration or transfer of, or in exchange for, or in lieu of, other Notes
\npursuant to Section 2.06, 2.07, 2.08, 5.06 and 10.06. The Notes may be reopened,
\nwithout the consent of the Holders thereof, for increases in the aggregate
\nprincipal amount of the Notes and issuance of additional Notes; provided that if
\nsuch additional Notes are not fungible with the initially issued Notes of the
\napplicable series for U.S. federal income tax purposes such additional Notes
\nwill have a separate CUSIP number. Any additional Notes shall be consolidated
\nand form a single series with, and shall have the same terms as to status,
\nredemption or otherwise as the Notes then outstanding, except for issue date,
\nissue price and, if applicable, first interest payment date or CUSIP number. No
\nadditional Notes may be issued if an Event of Default under the Indenture has
\noccurred and is continuing with respect to the Notes.<\/p>\n

The 2014 Floating Rate Notes shall be designated as “Floating Rate Notes due
\n2014”, the 2014 Fixed Rate Notes shall be designated as “1.625% Senior Notes due
\n2014” and the 2017 Fixed Rate Notes shall be designated as “3.150% Senior Notes
\ndue 2017.” The 2014 Floating Rate Notes, the 2014 Fixed Rate Notes and the 2017
\nFixed Rate Notes shall each represent a separate series of Notes.<\/p>\n

The Notes of each series shall rank equally and pari passu<\/em> with the
\nNotes of each other series and with all other unsecured and unsubordinated debt
\nof the Company.<\/p>\n

The Principal Amount and accrued interest on the Notes shall be payable at
\nthe office or agency of the Company in The City of New York maintained for such
\npurpose and at any other office or agency maintained by the Company for such
\npurpose; provided<\/em> that, except in the case of a Global Note, the
\nCompany will pay interest (i) by check mailed to the address of the Person
\nentitled thereto as such address shall appear in the Note Register or (ii) by
\nwire transfer in immediately available funds to a Holder with an aggregate
\nPrincipal Amount of Notes of any series in excess of $2.0 million, to the place
\nand account designated in writing at least 15 days prior to the interest payment
\ndate by the Person entitled thereto as specified in the Note Register.<\/p>\n

If the Stated Maturity or Redemption Date for any Note falls on a day that is
\nnot a Business Day, the payment of principal and interest will be made on the
\nnext succeeding Business Day, and no interest on such payment shall accrue for\n<\/p>\n<\/p>\n

13<\/p>\n<\/p>\n

\n

the period from and after the Stated Maturity or Redemption Date, as the case
\nmay be. If an interest payment date for the 2014 Fixed Rate Notes or the 2017
\nFixed Rate Notes falls on a day that is not a Business Day, the interest payment
\nshall be made on the next succeeding Business Day, and no interest on such
\npayment shall accrue for the period from and after such interest payment date.
\nIf an interest payment date for the 2014 Floating Rate Notes falls on a day that
\nis not a Business Day, the interest payment date shall be postponed to the next
\nsucceeding Business Day unless such next succeeding Business Day would be in the
\nfollowing month, in which case, the interest payment date shall be the
\nimmediately preceding Business Day. Interest on the Notes will be paid to but
\nexcluding the relevant interest payment date.<\/p>\n

The Notes shall not have the benefit of a sinking fund.<\/p>\n

Section 2.02<\/strong>. Forms of Notes. <\/em>The 2014 Floating
\nRate Notes shall be substantially in the form set forth in Exhibit A<\/u>
\nhereto, the 2014 Fixed Rate Notes shall be substantially in the form set forth
\nin Exhibit B<\/u> hereto and the 2017 Fixed Rate Notes shall be substantially
\nin the form set forth in Exhibit C<\/u> hereto, in each case with such
\nappropriate insertions, omissions, substitutions and other variations as are
\nrequired or permitted by this Indenture, and with such letters, numbers or other
\nmarks of identification and such legends or endorsements placed thereon as may
\nbe required to comply with the rules of any securities exchange or Depositary
\ntherefor, the Internal Revenue Code of 1986, as amended, and the regulations
\nthereunder, or as may, consistently herewith, be determined by the officers
\nexecuting such Notes, as evidenced by their execution thereof.<\/p>\n

The terms and provisions contained in the forms of Notes attached hereto as
\nExhibit A<\/u>, Exhibit B<\/u> and Exhibit C<\/u> shall constitute, and
\nare hereby expressly made, a part of this Indenture and, to the extent
\napplicable, the Company and the Trustee, by their execution and delivery of this
\nIndenture, expressly agree to such terms and provisions and to be bound thereby.\n<\/p>\n

The Notes shall initially be issued in the form of permanent Global Notes in
\nregistered form. The aggregate Principal Amount of the Global Notes may from
\ntime to time be increased or decreased by adjustments made on the records of the
\nTrustee, as custodian for the Depositary, as hereinafter provided.<\/p>\n

Section 2.03<\/strong>. Form of Trustee153s Certificate of
\nAuthentication. <\/em>This is one of the Notes referred to in the
\nwithin-mentioned Indenture.<\/p>\n<\/p>\n

14<\/p>\n<\/p>\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated: <\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

THE BANK OF NEW YORK MELLON<\/p>\n

TRUST COMPANY, N.A., as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section 2.04<\/strong>. Denominations. <\/em>The Notes shall be
\nissuable only in registered form without coupons and in denominations of $2,000
\nand any integral multiple of $1,000 in excess thereof.<\/p>\n

Section 2.05<\/strong>. Execution, Authentication, Delivery and
\nDating. <\/em>The Notes shall be executed on behalf of the Company by its
\nChairman of the Board, its Chief Executive Officer, its Chief Financial Officer,
\nits President, its Treasurer or one of its Vice Presidents.<\/p>\n

Notes bearing the manual or facsimile signatures of individuals who were at
\nany time the proper officers of the Company shall bind the Company,
\nnotwithstanding that such individuals or any of them have ceased to hold such
\noffices prior to the authentication and delivery of such Notes or did not hold
\nsuch offices at the date of such Notes.<\/p>\n

At any time and from time to time after the execution and delivery of this
\nIndenture, the Company may deliver Notes executed by the Company to the Trustee
\nfor authentication, together with a Company Order for the authentication and
\ndelivery of such Notes. The Company Order shall specify the amount of Notes to
\nbe authenticated, and shall further specify the amount of such Notes to be
\nissued as a Global Note or as Physical Notes. The Trustee in accordance with
\nsuch Company Order shall authenticate and deliver such Notes as in this
\nIndenture provided and not otherwise.<\/p>\n

Each Note shall be dated the date of its authentication.<\/p>\n

No Note shall be entitled to any benefit under this Indenture or be valid or
\nobligatory for any purpose unless there appears on such Note a certificate of
\nauthentication substantially in the form provided for herein executed by the
\nTrustee by manual signature, and such certificate upon any Note shall be
\nconclusive evidence, and the only evidence, that such Note has been duly
\nauthenticated and delivered hereunder.<\/p>\n

Section 2.06<\/strong>. Temporary Notes. <\/em>Pending the
\npreparation of definitive Notes, the Company may execute, and upon Company Order
\nthe Trustee shall authenticate and deliver, temporary Notes which are printed,
\nlithographed, typewritten, mimeographed or otherwise produced, in any authorized
\ndenomination, substantially of the tenor of the definitive Notes in lieu of
\nwhich they are issued and with such appropriate insertions, omissions,
\nsubstitutions and<\/p>\n<\/p>\n

15<\/p>\n<\/p>\n

\n

other variations as the officers executing such Notes may determine, as
\nevidenced by their execution of such Notes.<\/p>\n

If temporary Notes are issued, the Company will cause definitive Notes to be
\nprepared without unreasonable delay. After the preparation of definitive Notes,
\nthe temporary Notes shall be exchangeable for definitive Notes upon surrender of
\nthe temporary Notes at any office or agency of the Company designated pursuant
\nto Section 3.02, without charge to the Holder. Upon surrender for cancellation
\nof any one or more temporary Notes the Company shall execute and the Trustee
\nshall authenticate and deliver in exchange therefor a like Principal Amount of
\ndefinitive Notes of authorized denominations. Until so exchanged, the temporary
\nNotes shall in all respects be entitled to the same benefits under this
\nIndenture as definitive Notes.<\/p>\n

Section 2.07<\/strong>. Registration of Transfer and Exchange.
\n<\/em>(a) The Company shall cause to be kept at the Corporate Trust Office of the
\nTrustee a register (the register maintained in such office and in any other
\noffice or agency designated pursuant to Section 3.02 being herein sometimes
\ncollectively referred to as the “Note Register<\/strong>“) in which,
\nsubject to such reasonable regulations as it may prescribe, the Company shall
\nprovide for the registration of Notes and of transfers of Notes. The Trustee is
\nhereby appointed “Note Registrar” (the “Note Registrar<\/strong>“) for
\nthe purpose of registering Notes and transfers of Notes as herein provided.<\/p>\n

Upon surrender for registration of transfer of any Note at an office or
\nagency of the Company designated pursuant to Section 3.02 for such purpose, the
\nCompany shall execute, and the Trustee shall authenticate and deliver, in the
\nname of the designated transferee or transferees, one or more new Notes of any
\nauthorized denominations and of a like aggregate Principal Amount and tenor.\n<\/p>\n

At the option of the Holder and subject to the other provisions of this
\nSection 2.07 and Sections 2.10 and 2.11, Notes may be exchanged for other Notes
\nof any authorized denominations and of a like aggregate Principal Amount and
\ntenor, upon surrender of the Notes to be exchanged at such office or agency.
\nWhenever any Notes are so surrendered for exchange, the Company shall execute,
\nand the Trustee shall authenticate and deliver, the Notes which the Holder
\nmaking the exchange is entitled to receive.<\/p>\n

All Notes issued upon any registration of transfer or exchange of Notes shall
\nbe the valid obligations of the Company, evidencing the same debt, and entitled
\nto the same benefits under this Indenture, as the Notes surrendered upon such
\nregistration of transfer or exchange.<\/p>\n

Every Note presented or surrendered for registration of transfer or for
\nexchange shall (if so required by the Company or the Trustee) be duly endorsed,
\nor be accompanied by a written instrument of transfer in form satisfactory to
\nthe<\/p>\n<\/p>\n

16<\/p>\n<\/p>\n

\n

Company and the Note Registrar duly executed, by the Holder thereof or his
\nattorney duly authorized in writing.<\/p>\n

No service charge shall be made for any registration of transfer or exchange
\nof Notes, but the Company may require payment of a sum sufficient to cover any
\ntax or other governmental charge that may be imposed in connection with any
\nregistration of transfer or exchange of Notes, other than exchanges pursuant to
\nSection 2.06 not involving any transfer.<\/p>\n

If the Company elects to redeem a series of Notes, it shall not be required
\nto (i) issue, register the transfer of or exchange any Note of such series
\nduring the period beginning at the opening of business 15 days before the day
\nthe Company mails the notice of redemption for such series of Notes and ending
\nat the close of business on the day such notice of redemption is mailed or
\n(ii) register the transfer or exchange of any Note of such series after a notice
\nof redemption has been given to Holders except, where such notice provides that
\nsuch Note is to be redeemed only in part, the Company shall be required to
\nexchange or register a transfer of the portion thereof not to be redeemed.<\/p>\n

Neither the Trustee nor any of its agents shall (i) have any duty to monitor
\ncompliance with or with respect to any federal or state or other securities or
\ntax laws or (ii) have any duty to obtain documentation relating to any transfers
\nor exchanges other than as specifically required hereunder.<\/p>\n

The Trustee shall have no obligation or duty to monitor, determine or inquire
\nas to compliance with any restrictions on transfer imposed under this Indenture
\nor under applicable law with respect to any transfer of any interest in any Note
\n(including any transfers between or among Depositary participants or beneficial
\nowners of interests in any Global Note) other than to require delivery of such
\ncertificates and other documentation or evidence as are expressly required by,
\nand to do so if and when expressly required by the terms of, this Indenture, and
\nto examine the same to determine substantial compliance as to form with the
\nexpress requirements hereof.<\/p>\n

Neither the Trustee nor any of its agents shall have any responsibility for
\nany actions taken or not taken by the Depositary.<\/p>\n

As used in this Section, the term “transfer<\/strong>” encompasses any
\nsale, pledge, transfer or other disposition of any Note.<\/p>\n

Section 2.08<\/strong>. Mutilated, Destroyed, Lost and Stolen
\nNotes. <\/em>If any mutilated Note is surrendered to the Trustee, the Company
\nshall execute and the Trustee shall authenticate and deliver in exchange
\ntherefor a new Note of like tenor and Principal Amount and bearing a number not
\ncontemporaneously outstanding.<\/p>\n

If there shall be delivered to the Company and the Trustee (i) evidence to
\ntheir satisfaction of the destruction, loss or theft of any Note and (ii) such
\nsecurity or indemnity as may be required by them to save each of them and any
\nagent of either of them harmless, then, in the absence of notice to the Company
\nor the Trustee that such Note has been acquired by a bona fide purchaser, the
\nCompany shall execute and the Trustee shall authenticate and deliver, in lieu of
\nany such destroyed, lost or stolen Note, a new Note of like tenor and Principal
\nAmount and bearing a number not contemporaneously outstanding.<\/p>\n

In case any such mutilated, destroyed, lost or stolen Note has become or is
\nabout to become due and payable or has been called for redemption in full, the
\nCompany in its discretion may, instead of issuing a new Note, pay such Note.\n<\/p>\n<\/p>\n

17<\/p>\n<\/p>\n

\n

Upon the issuance of any new Note under this Section 2.08, the Company may
\nrequire payment by the Holder of a sum sufficient to cover any tax or other
\ngovernmental charge that may be imposed in relation thereto and any other
\nexpenses (including the fees and expenses of the Trustee) connected therewith.\n<\/p>\n

Every new Note issued pursuant to this Section 2.08 in lieu of any destroyed,
\nlost or stolen Note shall constitute an original additional contractual
\nobligation of the Company, whether or not the destroyed, lost or stolen Note
\nshall be at any time enforceable by anyone, and shall be entitled to all the
\nbenefits of this Indenture equally and proportionately with any and all other
\nNote duly issued hereunder.<\/p>\n

The provisions of this Section are exclusive and shall preclude (to the
\nextent lawful) all other rights and remedies with respect to the replacement or
\npayment of mutilated, destroyed, lost or stolen Notes.<\/p>\n

Section 2.09<\/strong>. Persons Deemed Owners. <\/em>Prior to due
\npresentment of a Note for registration of transfer, the Company, the Trustee and
\nany agent of the Company or the Trustee may treat the Person in whose name such
\nis registered as the owner of such for the purpose of receiving payment of the
\nprincipal of such Note and for all other purposes whatsoever, whether or not
\nsuch Note be overdue, and neither the Company, the Trustee nor any agent of the
\nCompany or the Trustee shall be affected by notice to the contrary.<\/p>\n

Section 2.10<\/strong>. Book-Entry Provisions for Global Notes.
\n<\/em>(a) The Global Notes initially shall (i) be registered in the name of the
\nDepositary or the nominee of such Depositary and (ii) be delivered to the
\nTrustee as custodian for the Depositary.<\/p>\n

Members of, or participants in, the Depositary, Euroclear or Clearstream
\n(“Agent Members<\/strong>“) shall have no rights under this Indenture
\nwith respect to any Global Note held on their behalf by the Depositary, or the
\nTrustee as its custodian, or under the Global Note, and the Depositary may be
\ntreated by the Company, the Trustee and any agent of the Company or the Trustee
\nas the absolute owner of the Global Note for all purposes whatsoever.
\nNotwithstanding the foregoing, nothing herein shall prevent the Company, the
\nTrustee or any agent of the Company or the Trustee from giving effect to any
\nwritten certification, proxy or other authorization furnished by the Depositary
\nor impair, as between the Depositary and its Agent Members, the operation of
\ncustomary practices governing the exercise of the rights of any Holder.<\/p>\n

(b) Transfers of the Global Notes shall be limited to transfers in whole, but
\nnot in part, to the Depositary, its successors or their respective nominees.
\nInterests of beneficial owners in a Global Note may be transferred or exchanged,
\nin whole or in part, for Physical Notes in accordance with the rules and
\nprocedures of the Depositary and the provisions of Section 2.11. In addition,
\nPhysical Notes shall be transferred to all beneficial owners in exchange for
\ntheir<\/p>\n<\/p>\n

18<\/p>\n<\/p>\n

\n

beneficial interests in the Global Notes if (A) such Depositary has notified
\nthe Company (or the Company becomes aware) that the Depositary (i) is unwilling
\nor unable to continue as Depositary for such Global Note or (ii) has ceased to
\nbe a clearing agency registered under the Exchange Act when the Depositary is
\nrequired to be so registered to act as such Depositary and, in either such case,
\nno successor Depositary shall have been appointed within 90 days of such
\nnotification or of the Company becoming aware of such event; or (B) there shall
\nhave occurred and be continuing an Event of Default with respect to such Global
\nNote and the Outstanding Notes shall have become due and payable pursuant to
\nSection 6.02 and the Trustee requests that Physical Notes be issued.<\/p>\n

Investors may hold their interests in the Global Notes directly through
\nEuroclear or Clearstream, if they are Agent Members in such systems, or
\nindirectly through organizations that are Agent Members in such systems. If
\ninterests in the Global Notes are held through Euroclear or Clearstream,
\nEuroclear and Clearstream shall hold such interests in the Global Notes through
\nthe Depositary on behalf of their Agent Members.<\/p>\n

(c) In connection with any transfer or exchange of a portion of the
\nbeneficial interest in the Global Note to beneficial owners pursuant to
\nparagraph (b) above, the Note Registrar shall (if one or more Physical Notes are
\nto be issued) reflect on its books and records the date and a decrease in the
\nPrincipal Amount of the Global Note in an amount equal to the Principal Amount
\nof the beneficial interest in the Global Note to be transferred, and the Company
\nshall execute, and the Trustee shall authenticate and deliver, one or more
\nPhysical Notes of like tenor and amount.<\/p>\n

(d) In connection with the transfer of the entire Global Note to beneficial
\nowners pursuant to paragraph (b) above, the Global Note shall be deemed to be
\nsurrendered to the Trustee for cancellation, and the Company shall execute, and
\nthe Trustee shall authenticate and deliver, to each beneficial owner identified
\nby the Depositary in exchange for its beneficial interest in the Global Note, an
\nequal aggregate Principal Amount of Physical Notes of authorized denominations
\nand the same tenor.<\/p>\n

(e) The Holder of the Global Notes may grant proxies and otherwise authorize
\nany Person, including Agent Members and Persons that may hold interests through
\nAgent Members, to take any action which a Holder is entitled to take under this
\nIndenture or the Notes.<\/p>\n

Section 2.11<\/strong>. Cancellation and Transfer Provisions.
\n<\/em>The Company at any time may deliver to the Trustee for cancellation any
\nNotes previously authenticated and delivered hereunder which the Company may
\nhave acquired in any manner whatsoever, and may deliver to the Trustee for
\ncancellation any Notes previously authenticated hereunder which the Company has
\nnot issued and sold. The Trustee shall cancel and dispose of all Notes
\nsurrendered for registration of transfer, exchange, payment, redemption or
\ncancellation in accordance with its<\/p>\n<\/p>\n

19<\/p>\n<\/p>\n

\n

customary practices. If the Company shall acquire any of the Notes, such
\nacquisition shall not operate as a redemption or satisfaction of the
\nindebtedness represented by such Notes unless and until the same are delivered
\nto the Trustee for cancellation. The Company may not issue new Notes to replace
\nNotes it has paid in full or delivered to the Trustee for cancellation.<\/p>\n

Section 2.12<\/strong>. Euroclear and Clearstream Procedures
\nApplicable<\/em>. The provisions of the “Operating Procedures of the Euroclear
\nSystem” and “Terms and Conditions Governing Use of Euroclear” and the “General
\nTerms and Conditions” and “Customer Handbook” of Clearstream shall be applicable
\nto transfers of beneficial interests in any Global Note held by Agent Members
\nthrough Euroclear and Clearstream.<\/p>\n

Section 2.13<\/strong>. CUSIP Numbers. <\/em>In issuing the Notes,
\nthe Company may use “CUSIP” numbers (if then generally in use), and, if so, the
\nTrustee shall use “CUSIP” numbers in notices of redemption as a convenience to
\nHolders; provided that any such notice may state that no representation is made
\nas to the correctness of such numbers either as printed on the Notes or as
\ncontained in any notice of a redemption and that reliance may be placed only on
\nthe other identification numbers printed on the Notes, and any such redemption
\nshall not be affected by any defect in or omission of such numbers. The Company
\nwill promptly notify the Trustee of any change in the “CUSIP” numbers.<\/p>\n

ARTICLE 3 <\/strong><\/p>\n

COVENANTS<\/p>\n

Section 3.01<\/strong>.<\/em> Payments. <\/em>The Company shall
\nduly and punctually make all payments in respect of the Notes in accordance with
\nthe terms of the Notes and this Indenture.<\/p>\n

Any payments made or due pursuant to this Indenture shall be considered paid
\non the applicable date due if by 11:00 a.m., New York City time, on such date
\nthe Paying Agent holds, in accordance with this Indenture, cash sufficient to
\npay all such amounts then due. Payment of the principal and interest on the
\nNotes shall be in such coin or currency of the United States of America as at
\nthe time of payment is legal tender for payment of public and private debts.\n<\/p>\n

Section 3.02<\/strong>. Maintenance of Office or Agency. <\/em>The
\nCompany shall maintain in the Borough of Manhattan, The City of New York, an
\noffice or agency where Notes may be presented or surrendered for payment, where
\nNotes may be surrendered for registration of transfer or exchange and where
\nnotices and demands to or upon the Company in respect of the Notes and this
\nIndenture may be served, which shall initially be a corporate trust office of
\nthe Trustee, located at 101 Barclay Street, New York, New York 10286, Attention:
\nCorporate Trust Administration. The Company shall give prompt written notice to
\nthe Trustee of the location, and any change in the location, of such office or
\nagency. If at any<\/p>\n<\/p>\n

20<\/p>\n<\/p>\n

\n

time the Company shall fail to maintain any such required office or agency or
\nshall fail to furnish the Trustee with the address thereof, such presentations,
\nsurrenders, notices and demands may be made or served at the Corporate Trust
\nOffice of the Trustee, and the Company hereby appoints the Trustee as its agent
\nto receive all such presentations, surrenders, notices and demands. All notices
\nto the Trustee shall be delivered to the Trustee at its Corporate Trust Office
\nin Los Angeles, California.<\/p>\n

The Company may also from time to time designate one or more other offices or
\nagencies (in or outside the Borough of Manhattan, The City of New York) where
\nthe Notes may be presented or surrendered for any or all such purposes and may
\nfrom time to time rescind such designations; provided, however<\/em>, that no
\nsuch designation or rescission shall in any manner relieve the Company of its
\nobligation to maintain an office or agency in the Borough of Manhattan, The City
\nof New York, for such purposes. The Company shall give prompt written notice to
\nthe Trustee of any such designation or rescission and of any change in the
\nlocation of any such other office or agency.<\/p>\n

Section 3.03<\/strong>. Money for Note Payments to be Held in
\nTrust. <\/em>If the Company shall at any time act as its own Paying Agent, it
\nshall, on or before each due date of any payment in respect of any of the Notes,
\nsegregate and hold in trust for the benefit of the Persons entitled thereto a
\nsum sufficient to make the payment so becoming due until such sums shall be paid
\nto such Persons or otherwise disposed of as herein provided and shall promptly
\nnotify the Trustee of its action or failure so to act.<\/p>\n

Whenever the Company shall have one or more Paying Agents, it will, prior to
\neach due date of any payment in respect of any Notes, deposit with a Paying
\nAgent a sum sufficient to pay such amount, such sum to be held as provided by
\nthe Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
\nCompany will promptly notify the Trustee of its action or failure so to act.\n<\/p>\n

The Company shall cause each Paying Agent other than the Trustee to execute
\nand deliver to the Trustee an instrument in which such Paying Agent shall agree
\nwith the Trustee, subject to the provisions of this Section 3.03, that such
\nPaying Agent will (i) comply with the provisions of the Trust Indenture Act
\napplicable to it as a Paying Agent and (ii) during the continuance of any
\ndefault by the Company (or any other obligor upon the Notes) in the making of
\nany payment in respect of the Notes, upon the written request of the Trustee,
\nforthwith pay to the Trustee all sums held in trust by such Paying Agent as
\nsuch.<\/p>\n

The Company may at any time, for the purpose of obtaining the satisfaction
\nand discharge of this Indenture or for any other purpose, pay, or by Company
\nOrder direct any Paying Agent to pay, to the Trustee all sums held in trust by
\nthe Company or such Paying Agent, such sums to be held by the Trustee upon the
\nsame trusts as those upon which such sums were held by the Company<\/p>\n<\/p>\n

21<\/p>\n<\/p>\n

\n

or such Paying Agent; and, upon such payment by any Paying Agent to the
\nTrustee, such Paying Agent shall be released from all further liability with
\nrespect to such money.<\/p>\n

Any money deposited with the Trustee or any Paying Agent, or then held by the
\nCompany, in trust for the making of payments in respect of any Note and
\nremaining unclaimed for two years after such payment has become due shall be
\npaid to the Company on Company Request, or (if then held by the Company) shall
\nbe discharged from such trust; and the Holder of such Note shall thereafter, as
\nan unsecured general creditor, look only to the Company for payment thereof, and
\nall liability of the Trustee or such Paying Agent with respect to such trust
\nmoney, and all liability of the Company as trustee thereof, shall thereupon
\ncease; provided, however<\/em>, that the Trustee or such Paying Agent, before
\nbeing required to make any such repayment, may at the expense of the Company
\ncause to be published once, in a newspaper published in the English language,
\ncustomarily published on each Business Day and of general circulation in The
\nCity of New York, notice that such money remains unclaimed and that, after a
\ndate specified therein, which shall not be less than 30 days from the date of
\nsuch publication, any unclaimed balance of such money then remaining shall be
\nrepaid to the Company. In the absence of a written request from the Company to
\nreturn funds remaining unclaimed for two years after such payment has become due
\nto the Company, the Trustee shall from time to time deliver all unclaimed
\npayments to or as directed by applicable escheat authorities, as determined by
\nthe Trustee in its sole discretion, in accordance with the customary practices
\nand procedures of the Trustee. Any such unclaimed funds held by the Trustee
\npursuant to this Section 3.03 shall be held uninvested and without any liability
\nfor interest.<\/p>\n

Section 3.04<\/strong>. Statement by Officers as to Default.
\n<\/em>The Company will deliver to the Trustee, within 120 days after the end of
\neach fiscal year of the Company ending after the date hereof, an Officers153
\nCertificate which shall comply with the provisions of Section 314 of the Trust
\nIndenture Act, stating whether or not to the knowledge of the signers thereof
\nany Default in the performance and observance of any of the terms, provisions
\nand conditions of this Indenture (without regard to any period of grace or
\nrequirement of notice provided hereunder) occurred during the previous fiscal
\nyear, specifying all such Defaults and the nature and status thereof of which
\nthey may have knowledge.<\/p>\n

The Company shall deliver to the Trustee, as soon as possible and in any
\nevent within 30 days after the Company becomes aware of the occurrence of any
\nEvent of Default or an event which, with notice or the lapse of time or both,
\nwould constitute an Event of Default, an Officers153 Certificate setting forth the
\ndetails of such Event of Default or default and the action which the Company is
\ntaking or proposes to take with respect thereto.<\/p>\n

Section 3.05<\/strong>. Existence. <\/em>Subject to Article 4, the
\nCompany shall do or cause to be done all things necessary to preserve and keep
\nin full force and effect its existence, rights (charter and statutory) and
\nfranchises; provided, however<\/em>, that<\/p>\n<\/p>\n

22<\/p>\n<\/p>\n

\n

the Company shall not be required to preserve any such right or franchise if
\nthe Board of Directors of the Company shall determine that the preservation
\nthereof is no longer desirable in the conduct of the business of the Company and
\nthat the loss thereof is not disadvantageous in any material respect to the
\nHolders.<\/p>\n

Section 3.06<\/strong>. Reports and Delivery of Certain
\nInformation. <\/em>To the extent required by the rules and regulations of the
\nCommission, so long as any Notes are outstanding, the Company shall furnish to
\nthe Trustee within 15 days after the same is filed with the Commission (i) all
\nquarterly and annual financial information that is substantially equivalent to
\nthat which would be required to be contained in a filing with the Commission on
\nForms 10-Q and 10-K if the Company were required to file such Forms, including a
\n“Management153s Discussion and Analysis of Financial Condition and Results of
\nOperations” section and, with respect to the annual information only, a report
\nthereon by the Company153s certified independent accountants and (ii) all reports
\nthat are substantially equivalent to that which would be required to be filed
\nwith the Commission on Form 8-K if the Company were required to file such
\nreports; provided<\/em> that in each case the delivery of materials to the
\nTrustee by electronic means shall be deemed to be “furnished” to the Trustee for
\npurposes of this Section 3.06. Delivery of such reports, information and
\ndocuments to the Trustee is for informational purposes only and the Trustee153s
\nreceipt of such shall not constitute constructive notice of any information
\ncontained therein or determinable from information contained therein, including
\nthe Company153s compliance with any of its covenants hereunder (as to which the
\nTrustee is entitled to rely exclusively on Officers153 Certificates).<\/p>\n

Section 3.07<\/strong>. Book-Entry System. <\/em>If the Notes cease
\nto trade in the Depositary153s book-entry settlement system, the Company covenants
\nand agrees that it shall use reasonable efforts to make such other book entry
\narrangements that it determines are reasonable for the Notes.<\/p>\n

Section 3.08<\/strong>. Information for IRS Filings. <\/em>The
\nCompany shall provide to the Trustee on a timely basis such information as the
\nTrustee requires to enable the Trustee to prepare and file any form required to
\nbe submitted by the Company with the Internal Revenue Service and the Holders of
\nthe Notes.<\/p>\n

Section 3.09<\/strong>. Limitation on Liens<\/em>. (a) Neither the
\nCompany nor any of its wholly-owned subsidiaries will create or incur any Lien
\non any Principal Property, whether now owned or hereafter acquired, in order to
\nsecure Indebtedness, without effectively providing that the Notes shall be
\nequally and ratably secured until such time as such Indebtedness is no longer
\nsecured by such Lien, except:<\/p>\n

(i) Liens existing as of the date hereof;<\/p>\n

(ii) Liens granted after the date hereof created in favor of the holders of
\nthe Notes;<\/p>\n<\/p>\n

23<\/p>\n<\/p>\n

\n

(iii) Liens securing Indebtedness which are incurred to extend, renew or
\nrefinance Indebtedness which is secured by Liens permitted to be incurred under
\nthis Section 3.09;<\/p>\n

(iv) Liens created in substitution of or as replacements for any Lien
\npermitted by clause (i), (ii) or (iii) of this Section 3.09(a);
\nprovided<\/em> that based on a good faith determination of one of the
\nCompany153s Senior Officers, the Principal Property encumbered under any such
\nsubstitute or replacement Lien is substantially similar in nature to the
\nPrincipal Property encumbered by the otherwise permitted Lien which is being
\nreplaced; and<\/p>\n

(v) Permitted Liens.<\/p>\n

(b) Notwithstanding Section 3.09(a), the Company may, without equally and
\nratably securing the Notes, create or incur Liens which would otherwise be
\nsubject to the restrictions set forth in Section 3.09(a) if, after giving effect
\nthereto, Aggregate Debt does not exceed the greater of (i) 15% of Consolidated
\nNet Worth calculated as of the date of the creation or incurrence of the Lien or
\n(ii) 15% of Consolidated Net Worth calculated as of the date of the issuance of
\nthe Notes.<\/p>\n

Section 3.10<\/strong>. Limitation on Sale and Lease-Back
\nTransactions.<\/em> (a) Neither the Company nor any of its wholly-owned
\nsubsidiaries will enter into any sale and lease-back transaction for the sale
\nand leasing back of any Principal Property, whether now owned or hereafter
\nacquired, unless:<\/p>\n

(i) such transaction was entered into prior to the date hereof;<\/p>\n

(ii) such transaction was for the sale and leasing back to the Company of any
\nPrincipal Property by one of its Subsidiaries;<\/p>\n

(iii) such transaction involves a lease for not more than three years (or
\nwhich may be terminated by the Company within a period of not more than three
\nyears);<\/p>\n

(iv) the Company would be entitled to incur Indebtedness secured by a
\nmortgage on the property to be leased in an amount equal to the Attributable
\nLiens with respect to such sale and lease-back transaction without equally and
\nratably securing the Notes pursuant to Section 3.09(a); or<\/p>\n

(v) the Company applies an amount equal to the net proceeds from the sale of
\nthe Principal Property to the purchase of another Principal Property or to the
\nretirement of long-term Indebtedness within 365 days before or after the
\neffective date of any such sale and lease-back transaction; provided<\/em>
\nthat in lieu of applying such amount to such<\/p>\n<\/p>\n

24<\/p>\n<\/p>\n

\n

retirement, the Company may deliver debt securities to the Trustee for
\ncancellation, such debt securities to be credited at the cost thereof to the
\nCompany.<\/p>\n

(b) Notwithstanding Section 3.10(a), the Company and its wholly-owned
\nsubsidiaries may enter into any sale lease-back transaction which would
\notherwise be subject to the foregoing restrictions if after giving effect
\nthereto and at the time of determination, Aggregate Debt does not exceed the
\ngreater of (i) 15% of Consolidated Net Worth calculated as of the closing date
\nof the sale-leaseback transaction or (ii) 15% of Consolidated Net Worth
\ncalculated as of the date hereof;<\/p>\n

Section 3.11<\/strong>. Certain Definitions<\/em>. As used in
\nSections 3.09 and 3.10, the following terms have the meanings set forth below.\n<\/p>\n

“Aggregate Debt<\/strong>” means the sum of the following as of the
\ndate of determination: (i) the aggregate principal amount of Indebtedness of the
\nCompany and its Consolidated Subsidiaries incurred after the date hereof and
\nsecured by Liens not permitted under Section 3.09(a) and (ii) Attributable Liens
\nof the Company and its Consolidated Subsidiaries in respect of sale and
\nlease-back transactions entered into after the date hereof pursuant to
\nSection 3.10(b).<\/p>\n

“Attributable Liens<\/strong>” means, in connection with a sale and
\nlease-back transaction, the lesser of: (i) the fair market value of the assets
\nsubject to such transaction, as determined in good faith by the Company153s Board
\nof Directors; and (2) the present value (discounted at a rate of 10% per annum
\ncompounded monthly) of the obligations of the lessee for rental payments during
\nthe shorter of the term of the related lease or the period through the first
\ndate on which the Company may terminate the lease.<\/p>\n

“Capital Lease<\/strong>” means any Indebtedness represented by a
\nlease obligation of a Person incurred with respect to real property or equipment
\nacquired or leased by such Person and used in its business that is required to
\nbe recorded as a capital lease in accordance with GAAP.<\/p>\n

“Consolidated Net Worth<\/strong>” means, as of any date of
\ndetermination, the Stockholders153 Equity of the Company and its Consolidated
\nSubsidiaries on that date.<\/p>\n

“Consolidated Subsidiaries<\/strong>” means, as of any date of
\ndetermination and with respect to any Person, any subsidiary of that Person
\nwhose financial data is, in accordance with GAAP, reflected in that Person153s
\nconsolidated financial statements.<\/p>\n

“Indebtedness<\/strong>” of any specified Person means any
\nindebtedness in respect of borrowed money.<\/p>\n<\/p>\n

25<\/p>\n<\/p>\n

\n

“Lien”<\/strong> means any lien, security interest, charge or
\nencumbrance of any kind (including any conditional sale or other title retention
\nagreement, any lease in the nature thereof, and any agreement to give any
\nsecurity interest).<\/p>\n

“Permitted Liens<\/strong>” means:<\/p>\n

(a) Liens existing on the date hereof;<\/p>\n

(b) Liens on any assets, created solely to secure obligations incurred to
\nfinance the refurbishment, improvement or construction of such asset, which
\nobligations are incurred no later than 12 months after completion of such
\nrefurbishment, improvement or construction, and all renewals, extensions,
\nrefinancings, replacements or refundings of such obligations;<\/p>\n

(c)(i) Liens given to secure the payment of the purchase price incurred in
\nconnection with the acquisition (including acquisition through merger or
\nconsolidation) of any Principal Property, including Capital Lease transactions
\nin connection with any such acquisition, and (ii) Liens existing on any
\nPrincipal Property at the time of acquisition thereof or at the time of
\nacquisition by the Company of any Person then owning such property whether or
\nnot such existing Liens were given to secure the payment of the purchase price
\nof the property to which they attach; provided<\/em> that with respect to
\nclause (i), the Liens shall be given within 12 months after such acquisition and
\nshall attach solely to the Principal Property acquired or purchased and any
\nimprovements then or thereafter placed thereon and any proceeds thereof;<\/p>\n

(d) pre-existing Liens on assets acquired after the date hereof;<\/p>\n

(e) Liens in favor of the Company or one of its wholly-owned subsidiaries;\n<\/p>\n

(f) purchase money Liens or purchase money security interests upon or in any
\nPrincipal Property acquired or held by the Company in the ordinary course of
\nbusiness to secure the purchase price of such Principal Property or to secure
\nindebtedness incurred solely for the purpose of financing the acquisition of
\nsuch Principal Property;<\/p>\n

(g) Liens on any Principal Property in favor of the United States of America
\nor any State thereof or any political subdivision thereof to secure progress or
\nother payments or to secure Indebtedness incurred for the purpose of financing
\nthe cost of acquiring, constructing or improving such Principal Property;<\/p>\n

(h) Liens incurred in connection with an acquisition of assets or a project
\nfinanced on a non-recourse basis; and<\/p>\n<\/p>\n

26<\/p>\n<\/p>\n

\n

(i) any extension, renewal, substitution or replacement (or successive
\nextensions, renewals or replacements), in whole or in part, of any Lien referred
\nto in the clauses (a) to (h), inclusive.<\/p>\n

“Principal Property<\/strong>” means the Company153s principal offices
\nin San Jose, California, and each research and development facility (including
\nassociated office facilities) located within the territorial limits of the
\nStates of the United States of America owned by the Company or any of its
\nwholly-owned subsidiaries, except such as the Board of Directors by resolution
\ndetermines in good faith (taking into account, among other things, the
\nimportance of such Principal Property to the business, financial condition and
\nearnings of the Company and its Consolidated Subsidiaries taken as a whole) not
\nto be of material importance to the business of the Company and its Consolidated
\nSubsidiaries taken as a whole.<\/p>\n

“Senior Officer”<\/strong> of any specified Person means the chief
\nexecutive officer, any president, any vice president, the chief financial
\nofficer, the treasurer, any assistant treasurer, the secretary or any assistant
\nsecretary.<\/p>\n

“Stockholders153 Equity<\/strong>” means, as of any date of
\ndetermination, stockholders153 equity as reflected on the most recent consolidated
\nbalance sheet available to the Company prepared in accordance with GAAP.<\/p>\n

ARTICLE 4 <\/strong><\/p>\n

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE<\/p>\n

Section 4.01<\/strong>. Company May Consolidate, Etc., Only on
\nCertain Terms. <\/em>The Company shall not consolidate with or merge with or into
\nany other Person or convey, transfer or lease all or substantially all of its
\nproperties and assets to any Person, and the Company shall not permit any Person
\nto consolidate with or merge with or into the Company or convey, transfer or
\nlease all or substantially all of its properties and assets to the Company,
\nunless:<\/p>\n

(a) either (i) the Company shall be the continuing Person or (ii) the Person
\n(if other than the Company) formed by such consolidation or into which the
\nCompany is merged or the Person which acquires by conveyance or transfer, or
\nwhich leases, all or substantially all of the properties and assets of the
\nCompany (the “Surviving Entity<\/strong>“), (A) shall be organized and
\nvalidly existing under the laws of the United States of America, any State
\nthereof or the District of Columbia and (B) the Surviving Entity shall expressly
\nassume, by an indenture supplemental hereto, executed and delivered to the
\nTrustee, all of the obligations of the Company under the Notes and this
\nIndenture;<\/p>\n

(b) immediately after giving effect to such transaction, no Event of Default,
\nand no event which, after notice or lapse of time or both, would become an Event
\nof Default, shall have occurred and be continuing; and<\/p>\n<\/p>\n

27<\/p>\n<\/p>\n

\n

(c) the Company or the Surviving Entity has delivered to the Trustee an
\nOfficers153 Certificate and an Opinion of Counsel, each stating that such
\nconsolidation, merger, conveyance, transfer or lease and, if a supplemental
\nindenture is required in connection with such transaction, such supplemental
\nindenture comply with this Article 3 and Article 4, respectively.<\/p>\n

Section 4.02<\/strong>. Successor Substituted.<\/em> Upon any
\nconsolidation of the Company with, or merger of the Company into, any other
\nPerson or any conveyance, transfer or lease of the properties and assets of the
\nCompany substantially as an entirety in accordance with Section 4.01, the
\nsuccessor Person formed by such consolidation or into which the Company is
\nmerged or to which such conveyance, transfer or lease is made shall succeed to,
\nand be substituted for, and may exercise every right and power of, the Company
\nunder this Indenture with the same effect as if such successor Person had been
\nnamed as the Company herein, and thereafter, except in the case of a lease, the
\npredecessor Person shall be relieved of all obligations and covenants under this
\nIndenture and the Notes.<\/p>\n

ARTICLE 5 <\/strong><\/p>\n

REDEMPTION OF NOTES<\/p>\n

Section 5.01<\/strong>. Optional Redemption of Notes by the
\nCompany. <\/em>The Notes will not be redeemable at the option of any Holder
\nthereof, upon the occurrence of any particular event or otherwise. The 2014
\nFixed Rate Notes and 2017 Fixed Rate Notes will each be redeemable, in whole or
\nin part, at the option of the Company, at any time or from time to time, at a
\nRedemption Price equal to the greater of (a) 100% of the principal amount of the
\nNotes to be redeemed and (b) the sum of the present values of the Remaining
\nScheduled Payments on such series of Notes discounted to the Redemption Date, on
\na semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
\nat a rate equal to the sum of the applicable Treasury Rate plus 10 basis points
\nin the case of the 2014 Fixed Rate Notes and 15 basis points in the case of the
\n2017 Fixed Rate Notes (in each such case, the “Redemption
\nPrice<\/strong>“). The Redemption Price will be provided to the Trustee by the
\nCompany.<\/p>\n

The Company shall give notice to the Trustee of its election to redeem Notes
\nof any series by a Company Order, at least 30 days but not more than 60 days
\nbefore the Redemption Date (unless a shorter notice shall be satisfactory to the
\nTrustee).<\/p>\n

Section 5.02<\/strong>. Selection of Notes to be Redeemed.
\n<\/em>If less than all the 2014 Fixed Rate Notes or the 2017 Fixed Rate Notes are
\nto be redeemed, the Depositary shall select the Notes of such series to be
\nredeemed in accordance with its operational arrangements. If the Notes of such
\nseries are not Global Notes held by the Depositary, the Notes of such series to
\nbe redeemed shall be selected by the Trustee by such methods as the Trustee
\ndeems fair and appropriate;<\/p>\n<\/p>\n

28<\/p>\n<\/p>\n

\n

provided<\/em>, however, that Notes and portions of them the Trustee
\nselects shall be in denominations of $2,000 or integral multiples of $1,000 in
\nexcess thereof. The Trustee shall make the selection within 7 days from its
\nreceipt of the notice from the Company delivered pursuant to the second
\nparagraph of Section 5.01 from Outstanding Notes not previously called for
\nredemption.<\/p>\n

Provisions of this Indenture that apply to Notes called for redemption in
\nwhole also apply to Notes called for redemption in part. The Trustee shall
\nnotify the Company promptly of the Notes or portions of Notes to be redeemed.\n<\/p>\n

Section 5.03<\/strong>. Notice of Redemption. <\/em>At least 30
\ndays but not more than 60 days before a Redemption Date, the Company shall mail
\na notice of redemption by first-class mail, postage prepaid, to each Holder of
\nNotes to be redeemed.<\/p>\n

The notice shall identify the Notes to be redeemed and shall state:<\/p>\n

(i) the aggregate principal amount of Notes to be redeemed;<\/p>\n

(ii) the Redemption Date;<\/p>\n

(iii) the amount of interest accrued to the Redemption Date on the Notes to
\nbe redeemed;<\/p>\n

(iv) that on and after the Redemption Date, interest on the Notes to be
\nredeemed, or on the portion thereof to be redeemed, will cease to accrue;<\/p>\n

(v) the name and address of the Paying Agent;<\/p>\n

(vi) that Notes called for redemption must be surrendered to the Paying Agent
\nfor cancellation to collect the Redemption Price;<\/p>\n

(vii) if fewer than all the outstanding Notes are to be redeemed, the
\ncertificate number (if such Notes are held other than in global form) and
\nPrincipal Amounts of the particular Notes to be redeemed; and<\/p>\n

(viii) the CUSIP number of the Notes being redeemed.<\/p>\n

At the Company153s written request delivered at least 30 days prior to the date
\nsuch notice is to be given (unless a shorter time period shall be acceptable to
\nthe Trustee), the Trustee shall give the notice of redemption in the Company153s
\nname and at the Company153s expense.<\/p>\n

Section 5.04<\/strong>. Effect of Notice of Redemption. <\/em>Once
\nnotice of redemption is given, Notes called for redemption become due and
\npayable on the Redemption Date and at the Redemption Price stated in the notice.
\nUpon surrender to the Paying Agent, such Notes shall be paid at the Redemption
\nPrice stated in the<\/p>\n<\/p>\n

29<\/p>\n<\/p>\n

\n

notice. Unless the Company defaults on the payment of the Redemption Price,
\ninterest will cease to accrue on the Notes or portions thereof called for
\nredemption.<\/p>\n

Section 5.05<\/strong>. Deposit of Redemption Price. <\/em>Prior to
\n11:00 a.m. (New York City time) on a Redemption Date, the Company shall deposit
\nwith the Paying Agent (or if the Company or a Subsidiary or an Affiliate of
\neither of them is the Paying Agent, shall segregate and hold in trust) money
\nsufficient to pay the Redemption Price of all Notes to be redeemed on that date
\nother than Notes or portions of Notes called for redemption which on or prior
\nthereto have been delivered by the Company to the Trustee for cancellation.<\/p>\n

Section 5.06<\/strong>. Notes Redeemed in Part. <\/em>Upon
\nsurrender of a Note that is redeemed in part, the Company shall execute and the
\nTrustee shall authenticate and deliver to the Holder a new Note in an authorized
\ndenomination equal in principal amount to the unredeemed portion of the Note
\nsurrendered.<\/p>\n

ARTICLE 6 <\/strong><\/p>\n

DEFAULTS AND REMEDIES<\/p>\n

Section 6.01<\/strong>. Events of Default. <\/em>“Event of
\nDefault<\/strong>,” wherever used herein, means any one of the following events
\n(whatever the reason for such Event of Default and whether it shall be voluntary
\nor involuntary or be effected by operation of law or pursuant to any judgment,
\ndecree or order of any court or any order, rule or regulation of any
\nadministrative or governmental body):<\/p>\n

(a) default in any payment of interest on any Note when the same becomes due
\nand payable, and such default continues for a period of 30 days;<\/p>\n

(b) default in the payment of the Principal Amount or the Redemption Price on
\nany Note when the same becomes due and payable;<\/p>\n

(c) default in the performance of any covenant, agreement or condition of the
\nCompany in this Indenture or the applicable series of Notes (other than a
\ndefault specified in paragraph (a) or (b)), and such default continues for a
\nperiod of 60 days after there has been given, by registered or certified mail,
\nto the Company by the Trustee or to the Company and the Trustee by the Holders
\nof at least 25% in aggregate principal amount of the applicable series of
\noutstanding Notes a written notice specifying such default and requiring it to
\nbe remedied and stating that such notice is a “Notice of
\nDefault<\/strong>” hereunder;<\/p>\n

(d) the entry by a court having jurisdiction in the premises of (i) a decree
\nor order for relief in respect of the Company of a voluntary case or proceeding
\nunder any applicable Federal or State bankruptcy, insolvency, reorganization or
\nother similar law or (ii) a decree or order adjudging the Company as bankrupt or
\ninsolvent, or approving as properly filed a petition<\/p>\n<\/p>\n

30<\/p>\n<\/p>\n

\n

seeking reorganization, arrangement, adjustment or composition of or in
\nrespect of the Company under any applicable Federal or State law or
\n(iii) appointing a custodian, receiver, liquidator, assignee, trustee,
\nsequestrator or other similar official of the Company or of any substantial part
\nof its property, or ordering the winding up or liquidation of its affairs, and
\nthe continuance of any such decree or order for relief or any such other decree
\nor order unstayed and in effect for a period of 60 consecutive days; or<\/p>\n

(e) the commencement by the Company of a voluntary case or proceeding under
\nany applicable Federal or State bankruptcy, insolvency, reorganization or other
\nsimilar law or of any other case or proceeding to be adjudicated a bankrupt or
\ninsolvent, or the consent by it to the entry of a decree or order for relief in
\nrespect of the Company in an involuntary case or proceeding under any applicable
\nFederal or State bankruptcy, insolvency, reorganization or other similar law or
\nto the commencement of any bankruptcy or insolvency case or proceeding against
\nit, or the filing by it of a petition or answer or consent seeking
\nreorganization or relief under any applicable Federal or State law, or the
\nconsent by it to the filing of such petition or to the appointment of or taking
\npossession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
\nor other similar official of the Company or of any substantial part of its
\nproperty, or the making by it of an assignment for the benefit of creditors, or
\nthe admission by it in writing of its inability to pay its debts generally as
\nthey become due, or the taking of corporate action by the Company in furtherance
\nof any such action.<\/p>\n

Section 6.02<\/strong>. Acceleration of Maturity; Rescission and
\nAnnulment.<\/em> (a) If an Event of Default (other than those specified in
\n6.01(d) and 6.01(e)) occurs and is continuing, then and in every such case the
\nTrustee or the Holders of not less than 25% in aggregate Principal Amount of the
\napplicable series of outstanding Notes may declare the Principal Amount plus
\naccrued and unpaid interest on the applicable series of outstanding Notes to be
\ndue and payable immediately, by a notice in writing to the Company (and to the
\nTrustee if given by Holders), and upon any such declaration such principal
\namount plus accrued and unpaid interest shall become immediately due and
\npayable.<\/p>\n

Notwithstanding the foregoing, in the case of an Event of Default specified
\nin Section 6.01(d) or 6.01(e), the Principal Amount plus accrued and unpaid
\ninterest on the applicable series of outstanding Notes will ipso facto<\/em>
\nbecome due and payable without any declaration or other act on the part of the
\nTrustee or any Holder.<\/p>\n

(b) At any time after such a declaration of acceleration has been made and
\nbefore a judgment or decree for payment of the money due has been obtained by
\nthe Trustee as hereinafter provided, the Holders of a majority in aggregate
\nPrincipal Amount of the applicable series of outstanding Notes, by written
\nnotice to the Company and the Trustee, may rescind and annul such declaration
\nand its consequences if:<\/p>\n<\/p>\n

31<\/p>\n<\/p>\n

\n

(i) such rescission and annulment will not conflict with any judgment or
\ndecree of a court of competent jurisdiction; and<\/p>\n

(ii) all Events of Default, other than the non-payment of the Principal
\nAmount plus accrued and unpaid interest on the applicable series of Notes which
\nhave become due solely by such declaration of acceleration, have been cured or
\nwaived as provided in Section 6.12.<\/p>\n

Section 6.03<\/strong>. Collection of Indebtedness and Suits for
\nEnforcement by Trustee. <\/em>The Company covenants that if a default is made in
\nthe payment of the Principal Amount plus accrued and unpaid interest at the
\nStated Maturity or in the payment of the Redemption Price in respect of any
\nNote, the Company will, upon demand of the Trustee, pay to it, for the benefit
\nof the Holders of the applicable series of Notes, the whole amount then due and
\npayable on such Notes and, in addition thereto, such further amount as shall be
\nsufficient to cover the costs and expenses of collection, including the
\nreasonable compensation, expenses, disbursements and advances of the Trustee,
\nits agents and counsel.<\/p>\n

If an Event of Default occurs and is continuing, the Trustee may, but shall
\nnot be obligated to, pursue any available remedy to collect the payment of the
\nPrincipal Amount plus accrued but unpaid interest on the applicable series of
\nNotes or to enforce the performance of any provision of the applicable series of
\nNotes or this Indenture. The Trustee may maintain a proceeding even if the
\nTrustee does not possess any of the Notes or does not produce any of the Notes
\nin the proceeding.<\/p>\n

Section 6.04<\/strong>. Trustee May File Proofs of Claim. <\/em>In
\ncase of any judicial proceeding relative to the Company (or any other obligor
\nupon the Notes), its property or its creditors, the Trustee shall be entitled
\nand empowered, by intervention in such proceeding or otherwise, to take any and
\nall actions authorized under the Trust Indenture Act in order to have claims of
\nthe Holders and the Trustee allowed in any such proceeding. In particular, the
\nTrustee shall be authorized to collect and receive any moneys or other property
\npayable or deliverable on any such claims and to distribute the same; and any
\ncustodian, receiver, assignee, trustee, liquidator, sequestrator or other
\nsimilar official in any such judicial proceeding is hereby authorized by each
\nHolder to make such payments to the Trustee and, in the event that the Trustee
\nshall consent to the making of such payments directly to the Holders, to pay to
\nthe Trustee any amount due it for the reasonable compensation, expenses,
\ndisbursements and advances of the Trustee, its agents and counsel and any other
\namounts due the Trustee under Section 7.07.<\/p>\n

No provision of this Indenture shall be deemed to authorize the Trustee to
\nauthorize or consent to or accept or adopt on behalf of any Holder any plan of
\nreorganization, arrangement, adjustment or composition affecting the Notes or
\nthe rights of any Holder thereof or to authorize the Trustee to vote in respect
\nof the claim of any Holder in any such proceeding.<\/p>\n<\/p>\n

32<\/p>\n<\/p>\n

\n

Section 6.05<\/strong>. Application of Money Collected. <\/em>Any
\nmoney collected by the Trustee pursuant to this Article 6 shall be applied in
\nthe following order, at the date or dates fixed by the Trustee and, in case of
\nthe distribution of such money to Holders, upon presentation of the Notes and
\nthe notation thereon of the payment if only partially paid and upon surrender
\nthereof if fully paid:<\/p>\n

FIRST: To the payment of all amounts due the Trustee under Section 7.07; and\n<\/p>\n

SECOND: To the payment of the amounts then due and unpaid on the applicable
\nseries of Notes for the Principal Amount plus accrued and unpaid interest or the
\nRedemption Price in respect of which or for the benefit of which such money has
\nbeen collected, ratably, without preference or priority of any kind, according
\nto the amounts due and payable on such Notes.<\/p>\n

Section 6.06<\/strong>. Limitation on Suits. <\/em>No Holder of any
\nNote shall have any right to institute any proceeding, judicial or otherwise,
\nwith respect to this Indenture, or for the appointment of a receiver or trustee,
\nor for any other remedy hereunder (other than in the case of an Event of Default
\nspecified in Section 6.01(a) or 6.01(b)), unless:<\/p>\n

(i) such Holder has previously given written notice to the Trustee of a
\ncontinuing Event of Default;<\/p>\n

(ii) the Holders of not less than 25% in aggregate principal amount of the
\napplicable series of outstanding Notes shall have made written request to the
\nTrustee to institute proceedings in respect of such Event of Default in its own
\nname as Trustee hereunder;<\/p>\n

(iii) such Holder or Holders have offered to the Trustee indemnity reasonably
\nsatisfactory to it against any loss, liability or expense to be incurred in
\ncompliance with such request;<\/p>\n

(iv) the Trustee for 60 days after its receipt of such notice, request and
\noffer of security or indemnity has failed to institute any such proceeding; and\n<\/p>\n

(v) no direction, in the opinion of the Trustee, inconsistent with such
\nwritten request has been given to the Trustee during such 60-day period by the
\nHolders of a majority in aggregate principal amount of the applicable series of
\noutstanding Notes;<\/p>\n

it being understood and intended that no one or more Holders shall have any
\nright in any manner whatever by virtue of, or by availing itself of, any
\nprovision of this Indenture to affect, disturb or prejudice the rights of any
\nother Holders, or to obtain or to seek to obtain priority or preference over any
\nother Holders or to<\/p>\n<\/p>\n

33<\/p>\n<\/p>\n

\n

enforce any right under this Indenture, except in the manner herein provided
\nand for the equal and ratable benefit of all the Holders.<\/p>\n

Section 6.07<\/strong>. Unconditional Right of Holders to Receive
\nPayment. <\/em>Notwithstanding any other provision of this Indenture, the right
\nof any Holder to receive payment of the Principal Amount plus accrued and unpaid
\ninterest or the Redemption Price in respect of the applicable series of Notes
\nheld by such Holder, on or after the respective due dates expressed in the Notes
\nor any Redemption Date, or to bring suit for the enforcement of any such payment
\non or after such respective dates, shall not be impaired or affected adversely
\nwithout the consent of such Holder.<\/p>\n

Section 6.08<\/strong>. Restoration of Rights and Remedies.
\n<\/em>If the Trustee or any Holder has instituted any proceeding to enforce any
\nright or remedy under this Indenture and such proceeding has been discontinued
\nor abandoned for any reason, or has been determined adversely to the Trustee or
\nto such Holder, then and in every such case, subject to any determination in
\nsuch proceeding, the Company, the Trustee and the Holders shall be restored
\nseverally and respectively to their former positions hereunder and thereafter
\nall rights and remedies of the Trustee and the Holders shall continue as though
\nno such proceeding had been instituted.<\/p>\n

Section 6.09<\/strong>. Rights and Remedies Cumulative.
\n<\/em>Except as otherwise provided with respect to the replacement or payment of
\nmutilated, destroyed, lost or stolen Notes in the last paragraph of
\nSection 2.08, no right or remedy herein conferred upon or reserved to the
\nTrustee or to the Holders is intended to be exclusive of any other right or
\nremedy, and every right and remedy shall, to the extent permitted by law, be
\ncumulative and in addition to every other right and remedy given hereunder or
\nnow or hereafter existing at law or in equity or otherwise. The assertion or
\nemployment of any right or remedy hereunder shall not prevent the concurrent
\nassertion or employment of any other appropriate right or remedy.<\/p>\n

Section 6.10<\/strong>. Delay or Omission Not Waiver. <\/em>No
\ndelay or omission of the Trustee or of any Holder of any Note to exercise any
\nright or remedy accruing upon any Event of Default shall impair any such right
\nor remedy or constitute a waiver of any such Event of Default or an acquiescence
\ntherein. Every right and remedy given by this Article 6 or by law to the Trustee
\nor to the Holders may be exercised from time to time, and as often as may be
\ndeemed expedient, by the Trustee or by the Holders, as the case may be.<\/p>\n

Section 6.11<\/strong>. Control by Holders. <\/em>Subject to
\nSection 7.03(e), the Holders of a majority in Principal Amount of the applicable
\nseries of Outstanding Notes shall have the right to direct the time, method and
\nplace of conducting any proceeding for any remedy available to the Trustee with
\nrespect to such series of Notes or exercising any trust or power conferred on
\nthe Trustee by the Holders of such series of Notes; provided<\/em> that the
\nTrustee may refuse to follow any direction<\/p>\n<\/p>\n

34<\/p>\n<\/p>\n

\n

that conflicts with any rule of law or with this Indenture or that the
\nTrustee determines is unduly prejudicial to the rights of any other Holder or
\nthat would involve the trustee in personal liability.<\/p>\n

Section 6.12<\/strong>. Waiver of Past Defaults. <\/em>The Holders
\nof not less than a majority in Principal Amount of the applicable series of
\nOutstanding Notes may on behalf of the Holders of all such Notes of that series
\nwaive any past Default hereunder and its consequences, except a Default:<\/p>\n

(i) described in Sections 6.01(a) or 6.01(b); or<\/p>\n

(ii) in respect of a covenant or provision hereof which under Article 10
\ncannot be modified or amended without the consent of the Holder of each
\noutstanding Note affected.<\/p>\n

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

Section 6.13<\/strong>. Undertaking for Costs. <\/em>In any suit
\nfor the enforcement of any right or remedy under this Indenture or in any suit
\nagainst the Trustee for any action taken or omitted by it as Trustee, in either
\ncase in respect of the applicable series of Notes, a court may require any party
\nlitigant in such suit to file an undertaking to pay the costs of the suit, and
\nthe court may assess reasonable costs, including reasonable attorney153s fees,
\nagainst any party litigant in the suit having due regard to the merits and good
\nfaith of the claims or defenses made by the party litigant; but the provisions
\nof this Section 6.13 shall not apply to any suit instituted by the Company, to
\nany suit instituted by the Trustee, to any suit instituted by any Holder, or
\ngroup of Holders, holding in the aggregate more than 10% in Principal Amount of
\nthe applicable series of outstanding Notes, or to any suit instituted by any
\nHolder for the enforcement of the payment of the Principal Amount on any Note on
\nor after the Stated Maturity of such Note or the Redemption Price.<\/p>\n

Section 6.14<\/strong>. Waiver of Stay or Extension Laws.
\n<\/em>The Company covenants (to the extent that it may lawfully do so) that it
\nwill not at any time insist upon, or plead, or in any manner whatsoever claim or
\ntake the benefit or advantage of, any stay, or extension law wherever enacted,
\nnow or at any time hereafter in force, which may affect the covenants or the
\nperformance of this Indenture; and the Company (to the extent that it may
\nlawfully do so) hereby expressly waives all benefit or advantage of any such law
\nand covenants that it will not hinder, delay or impede the execution of any
\npower herein granted to the Trustee, but will suffer and permit the execution of
\nevery such power as though no such law had been enacted.<\/p>\n<\/p>\n

35<\/p>\n<\/p>\n

\n

ARTICLE 7 <\/strong><\/p>\n

TRUSTEE<\/p>\n

Section 7.01<\/strong>. Certain Duties and Responsibilities. <\/em>\n<\/p>\n

(a) Except during the continuance of an Event of Default,<\/p>\n

(i) the Trustee undertakes to perform such duties and only such duties as are
\nspecifically set forth in this Indenture, and no implied covenants or
\nobligations shall be read into this Indenture against the Trustee; and<\/p>\n

(ii) in the absence of bad faith on its part, the Trustee may conclusively
\nrely, as to the truth of the statements and the correctness of the opinions
\nexpressed therein, upon certificates or opinions furnished to the Trustee and
\nconforming to the requirements of this Indenture; but in the case of any such
\ncertificates or opinions which by any provision hereof are specifically required
\nto be furnished to the Trustee, the Trustee shall be under a duty to examine the
\nsame to determine whether or not they conform to the requirements of this
\nIndenture (but need not confirm or investigate the accuracy of mathematical
\ncalculations or other facts stated therein).<\/p>\n

(b) In case an Event of Default has occurred and is continuing, the Trustee
\nshall exercise such of the rights and powers vested in it by this Indenture, and
\nuse the same degree of care and skill in their exercise, as a prudent person
\nwould exercise or use under the circumstances in the conduct of his or her own
\naffairs.<\/p>\n

(c) No provision of this Indenture shall be construed to relieve the Trustee
\nfrom liability for its own negligent action, its own negligent failure to act,
\nor its own willful misconduct, except that<\/p>\n

(i) this Subsection shall not be construed to limit the effect of Subsection
\n(a) of this Section;<\/p>\n

(ii) the Trustee shall not be liable for any error of judgment made in good
\nfaith by a Responsible Officer, unless it shall be proved that the Trustee was
\nnegligent in ascertaining the pertinent facts;<\/p>\n

(iii) the Trustee shall not be liable with respect to any action taken or
\nomitted to be taken by it in good faith in accordance with the direction of the
\nHolders of a majority in principal amount of the Outstanding Notes of any
\nseries, relating to the time, method and place of conducting any proceeding for
\nany remedy available to the Trustee, or exercising any trust or power conferred
\nupon the Trustee, under this Indenture with respect to the Notes of such series;
\nand<\/p>\n<\/p>\n

36<\/p>\n<\/p>\n

\n

(iv) no provision of this Indenture shall require the Trustee to expend or
\nrisk its own funds or otherwise incur any financial liability in the performance
\nof any of its duties hereunder, or in the exercise of any of its rights or
\npowers.<\/p>\n

Whether or not therein expressly so provided, every provision of this
\nIndenture relating to the conduct or affecting the liability of or affording
\nprotection to the Trustee shall be subject to the provisions of this Section.\n<\/p>\n

Section 7.02<\/strong>. Notice of Defaults. <\/em>The Trustee shall
\ngive the Holders notice of any Default hereunder within 90 days after it has
\nactual knowledge thereof; provided<\/em> that (except in the case of any
\nDefault in the payment of Principal Amount or interest, on the applicable series
\nof Notes or the Redemption Price), the Trustee shall be protected in withholding
\nsuch notice if and so long as a trust committee of directors and\/or a
\nResponsible Office of the Trustee in good faith determines that the withholding
\nof such notice is in the interest of the Holders of such Notes.<\/p>\n

Section 7.03<\/strong>. Certain Rights of Trustee. <\/em>Subject to
\nthe provisions of Section 7.01:<\/p>\n

(a) the Trustee may conclusively rely and shall be protected in acting or
\nrefraining from acting upon any resolution, certificate, statement, instrument,
\nopinion, report, notice, request, direction, consent, order, bond, debenture,
\nnote, other evidence of indebtedness or other paper or document believed by it
\nto be genuine and to have been signed or presented by the proper party or
\nparties;<\/p>\n

(b) any request or direction of the Company mentioned herein shall be
\nsufficiently evidenced by a Company Request or Company Order and any resolution
\nof the Board of Directors of the Company may be sufficiently evidenced by a
\nBoard Resolution<\/p>\n

(c) whenever in the administration of this Indenture the Trustee shall deem
\nit desirable that a matter be proved or established prior to taking, suffering
\nor omitting any action hereunder, the Trustee (unless other evidence be herein
\nspecifically prescribed) may, in the absence of bad faith on its part, request
\nand rely upon an Officers153 Certificate;<\/p>\n

(d) the Trustee may consult with counsel of its selection and the advice of
\nsuch counsel or any Opinion of Counsel shall be full and complete authorization
\nand protection in respect of any action taken, suffered or omitted by it
\nhereunder in good faith and in reliance thereon;<\/p>\n

(e) the Trustee shall be under no obligation to exercise any of the rights or
\npowers vested in it by this Indenture at the request or direction of any of the
\nHolders pursuant to this Indenture, unless such Holders shall have offered to
\nthe Trustee security or indemnity satisfactory to it in its sole discretion
\nagainst the<\/p>\n<\/p>\n

37<\/p>\n<\/p>\n

\n

costs, expenses and liabilities which might be incurred by it in compliance
\nwith such request or direction;<\/p>\n

(f) the Trustee shall not be bound to make any investigation into the facts
\nor matters stated in any resolution, certificate, statement, instrument,
\nopinion, report, notice, request, direction, consent, order, bond, debenture,
\nnote, other evidence of indebtedness or other paper or document, but the
\nTrustee, in its discretion, may make such further inquiry or investigation into
\nsuch facts or matters as it may see fit; and, if the Trustee shall determine to
\nmake such further inquiry or investigation, it shall be entitled to examine the
\nbooks, records and premises of the Company, personally or by agent or attorney
\nat the sole cost of the Company and shall incur no liability or additional
\nliability of any kind by reason of such inquiry or investigation.<\/p>\n

(g) the Trustee may execute any of the trusts or powers hereunder or perform
\nany duties hereunder either directly or by or through agents or attorneys and
\nthe Trustee shall not be responsible for any misconduct or negligence on the
\npart of any agent or attorney appointed with due care by it hereunder;<\/p>\n

(h) the Trustee shall not be charged with knowledge of any Default or Event
\nof Default with respect to the Notes unless either (i) a Responsible Officer
\nshall have actual knowledge of such Default or Event of Default or (ii) written
\nnotice of such Default or Event of Default shall have been received by a
\nResponsible Officer of the Trustee;<\/p>\n

(i) the Trustee shall not be liable for any action taken, suffered or omitted
\nby it in good faith and reasonably believed by it to be authorized or within the
\ndiscretion or rights or powers conferred upon it by this Indenture;<\/p>\n

(j) the rights, privileges, protections, immunities and benefits given to the
\nTrustee, including, without limitation, its right to be indemnified, are
\nextended to, and shall be enforceable by, the Trustee in each of its capacities
\nhereunder, and each agent, custodian, director, officer, employee and other
\nPerson employed to act hereunder;<\/p>\n

(k) the Trustee may request that the Company deliver an Officers153 Certificate
\nsetting forth the names of individuals and\/or titles of officers authorized at
\nsuch time to take specified actions pursuant to this Indenture, which Officers153
\nCertificate may be signed by any person authorized to sign an Officers153
\nCertificate, including any person specified as so authorized in any such
\ncertificate previously delivered and not superseded; and<\/p>\n

(l) the permissive rights of the Trustee to take certain actions under this
\nIndenture shall not be construed as a duty unless so specified herein.<\/p>\n

Section 7.04<\/strong>. Not Responsible for Recitals. <\/em>The
\nrecitals contained herein and in the Notes, except the Trustee153s certificates of
\nauthentication, shall be taken<\/p>\n<\/p>\n

38<\/p>\n<\/p>\n

\n

as the statements of the Company, and the Trustee assumes no responsibility
\nfor their correctness. The Trustee makes no representations as to the validity,
\nsufficiency or priority of this Indenture or of the Notes. The Trustee shall not
\nbe accountable for the use or application by the Company of Notes or the
\nproceeds thereof.<\/p>\n

Section 7.05<\/strong>. May Hold Notes. <\/em>The Trustee, any
\nPaying Agent, any Note Registrar or any other agent of the Company, in its
\nindividual or any other capacity, may become the owner or pledgee of Notes and,
\nsubject to Section 7.08 and 7.13, may otherwise deal with the Company with the
\nsame rights it would have if it were not Trustee, Paying Agent, Note Registrar
\nor such other agent.<\/p>\n

Section 7.06<\/strong>. Money Held in Trust. <\/em>Money held by
\nthe Trustee in trust hereunder need not be segregated from other funds except to
\nthe extent required by law. The Trustee shall be under no liability for interest
\non any money received by it hereunder except as otherwise agreed in writing with
\nthe Company.<\/p>\n

Section 7.07<\/strong>. Compensation and Reimbursement. <\/em>The
\nCompany agrees:<\/p>\n

(i) to pay to the Trustee from time to time such compensation for all
\nservices rendered by it hereunder as the Company and the Trustee shall from time
\nto time agree in writing (which compensation shall not be limited by any
\nprovision of law in regard to the compensation of a trustee of an express
\ntrust);<\/p>\n

(ii) except as otherwise expressly provided herein, to reimburse the Trustee
\nupon its request for all reasonable expenses, disbursements and advances
\nincurred or made by the Trustee in accordance with any provision of this
\nIndenture (including the reasonable compensation and the expenses and
\ndisbursements of its agents and counsel), except any such expense, disbursement
\nor advance as may be attributable to its negligence or willful misconduct; and\n<\/p>\n

(iii) to indemnify the Trustee (which for purposes of this Section 7.07(iii)
\nshall include its officers, directors, employees and agents) and any predecessor
\nTrustee for, and to hold it harmless against, any loss, liability or expense
\nincluding taxes (other than taxes based upon, measured by or determined by the
\nincome of the Trustee) incurred without negligence or willful misconduct on its
\npart, arising out of or in connection with the acceptance or administration of
\nthis trust, including the reasonable costs and expenses of defending itself
\nagainst any claim (whether assessed by the Company, by any Holder or any other
\nPerson) or liability in connection with the exercise or performance of any of
\nits powers or duties hereunder<\/p>\n

The obligations of the Company under this Section 7.07 shall survive the
\nresignation or removal of the Trustee and the satisfaction and discharge of this\n<\/p>\n<\/p>\n

39<\/p>\n<\/p>\n

\n

Indenture. To secure the Company153s payment obligations in this Section 7.07,
\nthe Trustee shall have a lien prior to the Notes on all money or property held
\nor collected by the Trustee, except that held in trust to pay principal on the
\nNotes. Such lien shall survive the resignation or removal of the Trustee and the
\nsatisfaction and discharge of this Indenture. When the Trustee incurs expenses
\nor renders services after a Default or an Event of Default specified in Sections
\n6.01(d) and 6.01(e) occurs, the expenses and the compensation for the services
\n(including the fees and expenses of its agents and counsel) are intended to
\nconstitute expenses of administration under U.S. Code, Title 11 or any other
\nsimilar foreign, federal or state law for the relief of debtors.<\/p>\n

In no event shall the Trustee be liable for any indirect, special, punitive
\nor consequential loss or damage of any kind whatsoever, including, but not
\nlimited to, lost profits, even if the Trustee has been advised of the likelihood
\nof such loss or damage and regardless of the form of action.<\/p>\n

In no event shall the Trustee be liable for any failure or delay in the
\nperformance of its obligations hereunder because of circumstances beyond its
\ncontrol, including, but not limited to, acts of God, flood, war (whether
\ndeclared or undeclared), terrorism, fire, riot, embargo, government action,
\nincluding any laws, ordinances, regulations, governmental action or the like
\nwhich delays, restricts or prohibits the providing of services contemplated by
\nthis Indenture.<\/p>\n

Section 7.08<\/strong>. Disqualification; Conflicting Interests.
\n<\/em>If the Trustee has or shall acquire a conflicting interest within the
\nmeaning of the Trust Indenture Act, the Trustee shall either eliminate such
\ninterest or resign, to the extent and in the manner provided by, and subject to
\nthe provisions of, the Trust Indenture Act and this Indenture.<\/p>\n

Section 7.09<\/strong>. Corporate Trustee Required; Eligibility.
\n<\/em>There shall at all times be a Trustee hereunder which shall be a Person
\nthat is eligible pursuant to the Trust Indenture Act to act as such and has, or
\nwhose parent banking company has, a combined capital and surplus of at least
\n$50,000,000. If such Person publishes reports of condition at least annually,
\npursuant to law or to the requirements of said supervising or examining
\nauthority, then for the purposes of this Section 7.09, the combined capital and
\nsurplus of such Person shall be deemed to be its combined capital and surplus as
\nset forth in its most recent report of condition so published. If at any time
\nthe Trustee shall cease to be eligible in accordance with the provisions of this
\nSection 7.09, it shall resign immediately in the manner and with the effect
\nhereinafter specified in this Article 7.<\/p>\n

Section 7.10<\/strong>. Resignation and Removal; Appointment of
\nSuccessor. <\/em><\/p>\n

(a) No resignation or removal of the Trustee and no appointment of a
\nsuccessor Trustee pursuant to this Article 7 shall become effective until the
\nacceptance of appointment by the successor Trustee under Section 7.11.<\/p>\n<\/p>\n

40<\/p>\n<\/p>\n

\n

(b) The Trustee may resign at any time by giving written notice thereof to
\nthe Company. If an instrument of acceptance by a successor Trustee shall not
\nhave been delivered to the Trustee within 30 days after the giving of such
\nnotice of resignation, the resigning Trustee may petition any court of competent
\njurisdiction at the expense of the Trustee for the appointment of a successor
\nTrustee.<\/p>\n

(c) The Trustee may be removed at any time by Act of the Holders of majority
\nin Principal Amount of the Outstanding Notes, delivered to the Trustee and to
\nthe Company. If an instrument of acceptance by a successor Trustee shall not
\nhave been delivered to the Trustee within 30 days after the notice of removal,
\nthe Trustee being removed may petition, at the expense of the Company, any court
\nof competent jurisdiction for the appointment of a successor Trustee with
\nrespect to the Notes.<\/p>\n

(d) If at any time:<\/p>\n

(i) the Trustee shall fail to comply with Section 7.08 after written request
\ntherefor by the Company or by any Holder who has been a bona fide Holder of a
\nNote for at least six months, or<\/p>\n

(ii) the Trustee shall cease to be eligible under Section 7.09 and shall fail
\nto resign after written request therefor by the Company or by any such Holder,
\nor<\/p>\n

(iii) the Trustee shall become incapable of acting or shall be adjudged a
\nbankrupt or insolvent, or<\/p>\n

(iv) a receiver of the Trustee or of its property shall be appointed or any
\npublic officer shall take charge or control of the Trustee or of its property or
\naffairs for the purpose of rehabilitation, conservation or liquidation,<\/p>\n

then, in any such case, (A) the Company by a Company Order may remove the
\nTrustee, or (B) subject to Section 6.13, any Holder who has been a bona fide
\nHolder of the applicable series of Notes for at least six months may, on behalf
\nof such Holder and all others similarly situated, petition any court of
\ncompetent jurisdiction for the removal of the Trustee and the appointment of a
\nsuccessor Trustee.<\/p>\n

(e) If the Trustee shall resign, be removed or become incapable of acting, or
\nif a vacancy shall occur in the office of Trustee for any cause, the Company, by
\na Company Order, shall promptly appoint a successor Trustee. If, within one year
\nafter such resignation, removal or incapability, or the occurrence of such
\nvacancy, a successor Trustee shall be appointed by Act of the Holders of a
\nmajority in Principal Amount of the Outstanding Notes delivered to the Company
\nand the retiring Trustee, the successor Trustee so appointed shall, forthwith
\nupon<\/p>\n<\/p>\n

41<\/p>\n<\/p>\n

\n

its acceptance of such appointment, become the successor Trustee and
\nsupersede the successor Trustee appointed by the Company. If no successor
\nTrustee shall have been so appointed by the Company or the Holders and accepted
\nappointment in the manner hereinafter provided, any Holder who has been a bona
\nfide Holder of a Note for at least six months may, on behalf of himself and all
\nothers similarly situated, petition any court of competent jurisdiction for the
\nappointment of a successor Trustee<\/p>\n

(f) The Company shall give notice of each resignation and each removal of the
\nTrustee and each appointment of a successor Trustee to all Holders in the manner
\nprovided in Section 1.06. Each notice shall include the name of the successor
\nTrustee and the address of its Corporate Trust Office.<\/p>\n

Section 7.11<\/strong>. Acceptance of Appointment by Successor.
\n<\/em>Every successor Trustee appointed hereunder shall execute, acknowledge and
\ndeliver to the Company and to the retiring Trustee an instrument accepting such
\nappointment, and thereupon the resignation or removal of the retiring Trustee
\nshall become effective and such successor Trustee, without any further act, deed
\nor conveyance, shall become vested with all the rights, powers, trusts and
\nduties of the retiring Trustee; but, on request of the Company or the successor
\nTrustee, such retiring Trustee shall, upon payment of its charges, execute and
\ndeliver an instrument transferring to such successor Trustee all the rights,
\npowers and trusts of the retiring Trustee and shall duly assign, transfer and
\ndeliver to such successor Trustee all property and money held by such retiring
\nTrustee hereunder. Upon request of any such successor Trustee, the Company shall
\nexecute any and all instruments for more fully and certainly vesting in and
\nconfirming to such successor Trustee all such rights, powers and trusts.<\/p>\n

No successor Trustee shall accept its appointment unless at the time of such
\nacceptance such successor Trustee shall be qualified and eligible under this
\nArticle 7.<\/p>\n

Section 7.12<\/strong>. Merger, Conversion, Consolidation or
\nSuccession to Business. <\/em>Any corporation into which the Trustee may be
\nmerged or converted or with which it may be consolidated, or any corporation
\nresulting from any merger, conversion or consolidation to which the Trustee
\nshall be a party, or any corporation succeeding to all or substantially all the
\ncorporate trust business of the Trustee by sale or otherwise, shall be the
\nsuccessor of the Trustee hereunder; provided<\/em> such corporation shall be
\notherwise qualified and eligible under this Article 7, without the execution or
\nfiling of any paper or any further act on the part of any of the parties hereto.
\nIn case any Notes shall have been authenticated, but not delivered, by the
\nTrustee then in office, any successor by merger, conversion or consolidation to
\nsuch authenticating Trustee may adopt such authentication and deliver the Notes
\nso authenticated with the same effect as if such successor Trustee had itself
\nauthenticated such Notes.<\/p>\n<\/p>\n

42<\/p>\n<\/p>\n

\n

Section 7.13<\/strong>. Preferential Collection of Claims.
\n<\/em>If and when the Trustee shall be or become a creditor of the Company (or
\nany other obligor upon the Notes), the Trustee shall be subject to the
\nprovisions of the Trust Indenture Act regarding the collection of claims against
\nthe Company (or any such other obligor).<\/p>\n

ARTICLE 8 <\/strong><\/p>\n

HOLDERS153 LISTS AND REPORTS BY TRUSTEE<\/p>\n

Section 8.01<\/strong>. Company to Furnish Trustee Names and
\nAddresses of Holders.<\/em> The Company will furnish or cause to be furnished to
\nthe Trustee:<\/p>\n

(i) semi-annually, not more than 15 days after each Record Date, a list, in
\nsuch form as the Trustee may reasonably require, of the names and addresses of
\nthe Holders as of such Record Date; and<\/p>\n

(ii) at such other times as the Trustee may request in writing, within 30
\ndays after the receipt by the Company of any such request, a list of similar
\nform and content as of a date not more than 15 days prior to the time such list
\nis furnished;<\/p>\n

excluding from any such list names and addresses received by the Trustee in
\nits capacity as Note Registrar; provided, however<\/em>, that no such list
\nneed be furnished so long as the Trustee is acting as Note Registrar.<\/p>\n

Section 8.02<\/strong>. Preservation of Information;
\nCommunications to Holders. <\/em>(a) The Trustee shall preserve, in as current a
\nform as is reasonably practicable, the names and addresses of Holders contained
\nin the most recent list furnished to the Trustee as provided in Section 8.01 and
\nthe names and addresses of Holders received by the Trustee in its capacity as
\nNote Registrar. The Trustee may destroy any list furnished to it as provided in
\nSection 8.01 upon receipt of a new list so furnished.<\/p>\n

(b) The rights of Holders to communicate with other Holders with respect to
\ntheir rights under this Indenture or under the Notes, and the corresponding
\nrights and duties of the Trustee, shall be as provided by the Trust Indenture
\nAct.<\/p>\n

(c) Every Holder of Notes, by receiving and holding the same, agrees with the
\nCompany and the Trustee that neither the Company nor the Trustee nor any agent
\nof either of them shall be held accountable by reason of any disclosure of
\ninformation as to names and addresses of Holders made pursuant to the Trust
\nIndenture Act.<\/p>\n

Section 8.03<\/strong>. Reports by Trustee.<\/em> (a) The Trustee
\nshall transmit to Holders such reports concerning the Trustee and its actions
\nunder this Indenture<\/p>\n<\/p>\n

43<\/p>\n<\/p>\n

\n

as may be required pursuant to the Trust Indenture Act at the times and in
\nthe manner provided pursuant thereto. Reports so required to be transmitted at
\nstated intervals of not more than 12 months shall be transmitted no later than
\nNovember 15 in each calendar year, commencing in November 15, 2011. Each such
\nreport shall be dated as of a date not more than 60 days prior to the date of
\ntransmission.<\/p>\n

(b) A copy of each such report shall, at the time of such transmission to
\nHolders, be filed by the Trustee with each stock exchange, if any, upon which
\nthe Notes are listed, with the Commission and with the Company. The Company will
\nnotify the Trustee when the Notes are listed on any stock exchange or of any
\ndelisting thereof.<\/p>\n

Section 8.04<\/strong>. Reports by Company.<\/em> The Company shall
\nfile with the Trustee and the Commission, and transmit to Holders, such
\ninformation, documents and other reports, and such summaries thereof, as may be
\nrequired pursuant to the Trust Indenture Act at the times and in the manner
\nprovided pursuant to such Act. In the event the Company is not subject to
\nSection 13 or 15(d) of the Exchange Act, it shall file with the Trustee upon
\nrequest the information required to be delivered pursuant to Rule 144A(d)(4)
\nunder the Securities Act. Delivery of such reports, information and documents to
\nthe Trustee is for informational purposes only and the Trustee153s receipt of such
\nshall not constitute constructive notice of any information contained therein or
\ndeterminable from information contained therein, including the Company153s
\ncompliance with any of its covenants hereunder (as to which the Trustee is
\nentitled to rely exclusively on Officers153 Certificates). It is expressly
\nunderstood that materials transmitted electronically by the Company to the
\nTrustee shall be deemed filed with the Trustee for purposes of this
\nSection 8.04.<\/p>\n

ARTICLE 9 <\/strong><\/p>\n

DEFEASANCE AND DISCHARGE<\/p>\n

Section 9.01<\/strong>. Defeasance and Discharge of Indenture.
\n<\/em>The Company may terminate its obligations under the Indenture when:<\/p>\n

(a) either<\/p>\n

(i) all the Notes of any series that have been authenticated and delivered
\nhave been accepted by the Trustee for cancellation (other than any Notes of such
\nseries which shall have been destroyed, lost or stolen and which shall have been
\nreplaced or paid as provided in Section 2.08); or<\/p>\n

(ii) all the Notes of any series that have not been accepted by the Trustee
\nfor cancellation shall have become due and payable, or are by their terms to
\nbecome due and payable within one year, and the Company shall have made
\nirrevocable arrangements satisfactory to the Trustee for<\/p>\n<\/p>\n

44<\/p>\n<\/p>\n

\n

the giving of notice of redemption by such Trustee in the Company153s name and
\nat the Company153 expense and the Company have irrevocably deposited or caused to
\nbe deposited with the Trustee sufficient funds to pay and discharge the entire
\nindebtedness on the series of Notes; and<\/p>\n

(b) the Company shall have paid or caused to be paid all other sums then due
\nand payable under the Indenture; and<\/p>\n

(c) the Company shall have delivered to the Trustee an Officers153 Certificate
\nand an Opinion of Counsel each stating that all conditions precedent under the
\nIndenture relating to the satisfaction and discharge of the indenture have been
\ncomplied with.<\/p>\n

If the foregoing conditions are met, the Trustee, on demand of the Company
\naccompanied by an Officers153 Certificate and an Opinion of Counsel and at the
\ncost and expense of the Company, shall execute proper instruments prepared by
\nthe Company acknowledging such satisfaction of and discharging the Indenture
\nwith respect to such series except as to:<\/p>\n

(i) rights of registration of transfer and exchange of Notes of such series;\n<\/p>\n

(ii) the Company153s right of optional redemption;<\/p>\n

(iii) substitution of mutilated, defaced, destroyed, lost or stolen Notes;\n<\/p>\n

(iv) rights of Holders to receive payment of the Principal Amount, interest
\nor the Redemption Price when due and payable;<\/p>\n

(v) the rights, powers, trusts, duties and immunities of the Trustee
\nhereunder,<\/p>\n

(vi) the rights of the Holders of such series as beneficiaries hereof with
\nrespect to the property so deposited with the Trustee payable to all or any of
\nthem; and the rights of the Company to be repaid any money pursuant to Sections
\n9.05 and 9.06.<\/p>\n

Section 9.02<\/strong>. Legal Defeasance. <\/em>After the 91st day
\nfollowing the deposit referred to in Section 9.01, the Company will be deemed to
\nhave paid and will be discharged from its obligations in respect of the Notes of
\nany series and the Indenture, other than its obligations in Article 2 and
\nSections 3.01, 3.02, 7.07, 7.10, and as set forth in clauses (i) through (vi) of
\nSection 9.01(c); provided<\/em> that the following conditions have been
\nsatisfied:<\/p>\n

(a) the Company has irrevocably deposited or caused to be deposited with the
\nTrustee as trust funds for the purpose of making the following payments,
\nspecifically pledged as security for, and dedicated solely to the benefits of
\nthe<\/p>\n<\/p>\n

45<\/p>\n<\/p>\n

\n

holders of the Notes of a series in cash or Governmental Obligations or a
\ncombination thereof (other than moneys repaid by the Trustee or any paying agent
\nto the Company in accordance with Section 9.06) in each case sufficient without
\nreinvestment, in the written opinion of a internationally recognized firm of
\nindependent public accountants to pay and discharge, and which shall be applied
\nby the Trustee to pay and discharge, all of the principal and interest when due
\nat maturity or on a Redemption Date or if the Company has made irrevocable
\narrangements satisfactory to the Trustee for the giving of notice of redemption
\nby the Trustee in the Company153s name and at the Company153s expense;<\/p>\n

(b) the Company has delivered to the Trustee an Opinion of Counsel stating
\nthat, as a result of an IRS ruling or a change in applicable federal income tax
\nlaw, the holders of the Notes of that series will not recognize gain or loss for
\nfederal income tax purposes as a result of the deposit, defeasance and discharge
\nto be effected and will be subject to the same federal income tax as would be
\nthe case if the deposit, defeasance and discharge did not occur;<\/p>\n

(c) no Default with respect to the outstanding Notes of that series has
\noccurred and is continuing at the time of such deposit after giving effect to
\nthe deposit or, in the case of legal defeasance, no default relating to
\nbankruptcy or insolvency has occurred and is continuing at any time on or before
\nthe 91st day after the date of such deposit, it being understood that this
\ncondition is not deemed satisfied until after the 91st day;<\/p>\n

(d) the defeasance will not cause the Trustee to have a conflicting interest
\nwithin the meaning of the Trust Indenture Act, assuming all Notes of a series
\nwere in default within the meaning of such Act;<\/p>\n

(e) the deposit will not result in a breach or violation of, or constitute a
\ndefault under, any other agreement or instrument to which the Company is a party
\nor by which it is bound;<\/p>\n

(f) the defeasance will not result in the trust arising from such deposit
\nconstituting an investment company within the meaning of the Investment Company
\nAct of 1940, as amended, unless the trust is registered under such Act or exempt
\nfrom registration; and<\/p>\n

(g) the Company has delivered to the Trustee an Officers153 Certificate and an
\nOpinion of Counsel, in each case stating that all conditions precedent provided
\nfor herein relating to the defeasance have been complied with;<\/p>\n

Prior to the end of the 91-day period, none of the Company153s obligations
\nunder the Indenture will be discharged. Thereafter, the Trustee upon request
\nwill acknowledge in writing the discharge of the Company153s obligations under the
\nNotes and the Indenture except for the surviving obligations specified above.\n<\/p>\n<\/p>\n

46<\/p>\n<\/p>\n

\n

Section 9.03<\/strong>. Covenant Defeasance. <\/em>After the 91st
\nday following the deposit referred to in Section 9.01, the Company153s obligations
\nset forth in Sections 3.04, 3.06, 3.09, 3.10, 3.11 and 4.01 will terminate and
\nSection 6.01(c) will no longer constitute an Event of Default; provided<\/em>
\nthat the following conditions have been satisfied:<\/p>\n

(a) the Company has complied with clauses (a), (c), (d), (e), (f) and (g) of
\nSection 9.02; and<\/p>\n

(b) the Company has delivered to the Trustee an Opinion of Counsel to the
\neffect that the holders of the Notes of that series will not recognize gain or
\nloss for U.S. federal income tax purposes as a result of the deposit and
\ncovenant defeasance to be effected and will be subject to the same federal
\nincome tax as would be the case if the deposit and covenant defeasance did not
\noccur.<\/p>\n

Except as specifically stated above, none of the Company153s obligations under
\nthe Indenture will be discharged.<\/p>\n

Section 9.04<\/strong>. Application by Trustee of Funds Deposited
\nfor Payment of Notes. <\/em>Subject to Section 9.06, all moneys deposited with
\nthe Trustee pursuant to Section 9.01 shall be held in trust and applied by it to
\nthe payment, either directly or through any paying agent (including the Company
\nacting as its own paying agent), to the Holders of the particular Notes of such
\nseries for the payment or redemption of which such moneys or Governmental
\nObligations have been deposited with the Trustee, of all sums due and to become
\ndue thereon for principal and interest. Such money need not be segregated from
\nother funds except to the extent required by law.<\/p>\n

Section 9.05<\/strong>. Repayment of Moneys Held by Paying Agent.
\n<\/em>In connection with the satisfaction and discharge of the Indenture with
\nrespect to Notes of any series, all moneys then held by any paying agent under
\nthe provisions of the Indenture with respect to such series of Notes shall, upon
\ndemand of the Company, be repaid to the Company or paid to the Trustee and
\nthereupon such paying agent shall be released from all further liability with
\nrespect to such moneys or Governmental Obligations.<\/p>\n

Section 9.06<\/strong>. Return of Moneys Held by Trustee and
\nPaying Agent Unclaimed for Two Years. <\/em>Any moneys or Governmental
\nObligations deposited with or paid to the Trustee or any paying agent for the
\npayment of the principal of or interest on any Note of any series and not
\napplied but remaining unclaimed for two years after the date upon which such
\nprincipal or interest shall have become due and payable, shall, upon the written
\nrequest of the Company and unless otherwise required by mandatory provisions of
\napplicable escheat or abandoned or unclaimed property law, be repaid to the
\nCompany by the Trustee for such series or such paying agent, and the Holder of
\nthe Note of such series shall, unless otherwise required by mandatory provisions
\nof applicable escheat or abandoned or unclaimed property laws, thereafter look
\nonly to the Company for any payment<\/p>\n<\/p>\n

47<\/p>\n<\/p>\n

\n

which such Holder may be entitled to collect, and all liability of the
\nTrustee or any paying agent with respect to such moneys shall thereupon cease.\n<\/p>\n

ARTICLE 10 <\/strong><\/p>\n

AMENDMENTS<\/p>\n

Section 10.01<\/strong>. Supplemental Indentures Without Consent
\nof Holders. <\/em>Without the consent of any Holders, the Company, when
\nauthorized by a Board Resolution, and the Trustee, at any time and from time to
\ntime, may enter into one or more indentures supplemental hereto, in form
\nsatisfactory to the Trustee, for any of the following purposes:<\/p>\n

(i) to evidence the succession of another Person to the Company and the
\nassumption by any such successor of the covenants, agreements and obligations of
\nthe Company herein and in the Notes; or<\/p>\n

(ii) to add to the covenants of the Company for the benefit of the Holders,
\nor to surrender any right or power herein conferred upon the Company; or<\/p>\n

(iii) to evidence and provide for a successor Trustee with respect to the
\nNotes or to add to or change any provision to the extent necessary to appoint a
\nseparate Trustee for a specific series of Notes; or<\/p>\n

(iv) to cure any ambiguity or defect, to correct or supplement any provision
\nherein which may be inconsistent with any other provision herein, or to make any
\nother provisions with respect to matters or questions arising under this
\nIndenture which shall not be inconsistent with the provisions of this Indenture,
\nprovided that such action pursuant to this clause (iv) shall not adversely
\naffect the rights of the Holders in any material respect; or<\/p>\n

(v) to add any additional Events of Default for the benefit of the Holders;
\nor<\/p>\n

(vi) to convey, transfer, assign, mortgage or pledge to the Trustee as
\nsecurity for the Notes any property or assets; or<\/p>\n

(vii) to supplement any provision of this Indenture to such extent as shall
\nbe necessary to permit or facilitate the defeasance or discharge of the Notes;
\nprovided<\/em> that such change or modification does not adversely affect the
\ninterests of the Holders of the Notes; or<\/p>\n

(viii) to add, change or eliminate any provision of this Indenture applying
\nto one or more series of Notes; provided <\/em>that the Company deems such
\naction necessary or advisable and that such action does not<\/p>\n<\/p>\n

48<\/p>\n<\/p>\n

\n

adversely affect the interests of any Holder of any series of Notes in any
\nmaterial respect; or<\/p>\n

(ix) add, change or eliminate any provision of this Indenture in accordance
\nwith the Trust Indenture Act; provided <\/em>that such action does not
\nadversely affect the interests of any Holder of Notes, or<\/p>\n

(x) provide for the issuance of additional debt securities of any series
\nranking equally with the Notes (other than the payment of interest accruing
\nprior to the issue date of such further debt securities or except for the first
\npayment of interest following the issue date of such further debt securities).\n<\/p>\n

Section 10.02<\/strong>. Supplemental Indentures with Consent of
\nHolders. <\/em>With the written consent of the Holders of at least a majority in
\naggregate Principal Amount of all series of Outstanding Notes under this
\nIndenture so affected (voting as a single class), by Act of said Holders
\ndelivered to the Company and the Trustee, the Company, when authorized by a
\nBoard Resolution, and the Trustee may enter into an indenture or indentures
\nsupplemental hereto for the purpose of adding any provisions to or changing in
\nany manner or eliminating any of the provisions of this Indenture or of
\nmodifying in any manner the rights of the Holders under this Indenture;
\nprovided, however<\/em>, that no such supplemental indenture shall, without
\nthe consent of the Holder of each Outstanding Note affected thereby,<\/p>\n

(i) reduce the rate of or change the time for payment of interest on the
\nNotes<\/p>\n

(ii) reduce the Principal Amount of, or change the Stated Maturity of, any
\nNote; or<\/p>\n

(iii) reduce the Redemption Price of any Note or amend or modify in any
\nmanner adverse to the Holders of Notes the Company153s obligation to make such
\npayments, whether through an amendment or waiver of provisions in the covenants,
\ndefinitions or otherwise; or<\/p>\n

(iv) make any Note payable in money other than that stated in the Note or
\nother than in accordance with the provisions of this Indenture; or<\/p>\n

(v) impair the right of any Holder to receive payment of the Principal Amount
\nof or interest on a Holder153s Notes on or after the due dates therefor, including
\nwaiving any Default with respect to the payment of principal or interest
\nthereon, or to institute suit for the enforcement of any payment on or with
\nrespect to such Holder153s Notes; or<\/p>\n<\/p>\n

49<\/p>\n<\/p>\n

\n

(vi) reduce the quorum or voting requirements under this Indenture; or<\/p>\n

(vii) change the ranking of the Notes in a manner adverse to the Holders of
\nthe Notes; or<\/p>\n

(viii) make any change in the amendment provisions which require each
\nHolder153s consent or in the waiver provisions; or<\/p>\n

(ix) reduce the percentage in Principal Amount of the Outstanding Notes of
\nany series, the consent of whose Holders is required for any such supplemental
\nindenture, or the consent of whose Holders is required for any waiver (of
\ncompliance with certain provisions of this Indenture or certain defaults
\nhereunder and their consequences) or consent provided for in this Indenture; or\n<\/p>\n

(x) modify any of the provisions of this Section 10.02 or Section 6.12,
\nexcept to increase any such percentage or to provide that certain other
\nprovisions of this Indenture cannot be modified or waived without the consent of
\nthe Holder of each Outstanding Note affected thereby.<\/p>\n

It shall not be necessary for any Act of Holders under this Section 10.02 to
\napprove the particular form of any proposed supplemental indenture, but it shall
\nbe sufficient if such Act approves the substance thereof.<\/p>\n

Section 10.03<\/strong>. Execution of Supplemental Indentures.
\n<\/em>In executing, or accepting the additional trusts created by, any
\nsupplemental indenture permitted by this Article 10 or the modifications thereby
\nof the trusts created by this Indenture, the Trustee shall be entitled to
\nreceive, and (subject to Section 7.01) shall be fully protected in relying upon,
\nin addition to the documents required by Section 1.02, an Opinion of Counsel
\nstating that the execution of such supplemental indenture is authorized or
\npermitted by this Indenture. Subject to the preceding sentence, the Trustee
\nshall sign such supplemental indenture if the same does not adversely affect the
\nTrustee153s own rights, duties or immunities under this Indenture or otherwise.
\nThe Trustee may, but shall not be obligated to, enter into any such supplemental
\nindenture that adversely affects the Trustee153s own rights, duties or immunities
\nunder this Indenture or otherwise.<\/p>\n

Section 10.04<\/strong>. Effect of Supplemental Indentures.
\n<\/em>Upon the execution of any supplemental indenture under this Article 10,
\nthis Indenture shall be modified in accordance therewith, and such supplemental
\nindenture shall form a part of this Indenture for all purposes; and every Holder
\nof Notes theretofore or thereafter authenticated and delivered hereunder shall
\nbe bound thereby.<\/p>\n<\/p>\n

50<\/p>\n<\/p>\n

\n

Section 10.05<\/strong>. Conformity with Trust Indenture Act.
\n<\/em>Every supplemental indenture executed pursuant to this Article shall
\nconform to the requirements of the Trust Indenture Act.<\/p>\n

Section 10.06<\/strong>. Reference in Notes to Supplemental
\nIndentures. <\/em>Notes authenticated and delivered after the execution of any
\nsupplemental indenture pursuant to this Article 10 shall bear a notation in form
\napproved by the Trustee as to any matter provided for in such supplemental
\nindenture. If the Company shall so determine, new Notes so modified as to
\nconform, in the opinion of the Trustee and the Company, to any such supplemental
\nindenture may be prepared and executed by the Company and authenticated and
\ndelivered by the Trustee in exchange for Outstanding Notes.<\/p>\n<\/p>\n

51<\/p>\n<\/p>\n

\n

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
\nexecuted as of the date first written above.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CISCO SYSTEMS, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE BANK OF NEW YORK MELLON<\/p>\n

TRUST COMPANY, N.A., as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[SIGNATURE PAGE TO INDENTURE]<\/p>\n<\/p>\n

\n

EXHIBIT A <\/strong><\/p>\n

[FORM OF FACE OF 2014 FLOATING RATE NOTE]<\/p>\n

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
\nREFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
\nTHIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO
\nTRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
\nPERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
\nCIRCUMSTANCES DESCRIBED IN THE INDENTURE.<\/p>\n

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
\nDEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS
\nAGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
\nISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
\nREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
\nCEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
\nREPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
\nOTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER
\nHEREOF, CEDE & CO., HAS AN INTEREST HEREIN.<\/p>\n

Cisco Systems, Inc. <\/strong><\/p>\n

Floating Rate Notes due 2014 <\/strong><\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

No.<\/p>\n<\/td>\n

<\/td>\n\n

CUSIP NO. 17275RAL6<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

$ <\/u><\/p>\n

CISCO SYSTEMS, INC., a California corporation (the
\n“Company<\/strong>“), which term includes any successor under the
\nIndenture hereinafter referred to on the reverse hereof, for value received,
\npromises to pay to CEDE & CO., or its registered assigns, the principal sum
\nof <\/u> ($ <\/u>) or such other amount as
\nindicated on the Schedule of Exchange of Notes attached hereto on March 14,
\n2014.<\/p>\n

Interest Payment Dates: March 14, June 14, September 14 and December 14 of
\neach year, commencing June 14, 2011<\/p>\n

Record Dates: the Business Day preceding the interest payment date.<\/p>\n<\/p>\n

A-1<\/p>\n<\/p>\n

\n

Reference is hereby made to the further provisions of this Note set forth on
\nthe reverse hereof, which will for all purposes have the same effect as if set
\nforth at this place.<\/p>\n

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
\nexecuted.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CISCO SYSTEMS, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-2<\/p>\n<\/p>\n

\n

This is one of the Floating Rate Notes due 2014 referred to in the
\nwithin-mentioned Indenture.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated: <\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

THE BANK OF NEW YORK MELLON<\/p>\n

TRUST COMPANY, N.A., as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-3<\/p>\n<\/p>\n

\n

[FORM OF REVERSE OF 2014 FLOATING RATE NOTE]<\/p>\n

Cisco Systems, Inc. <\/strong><\/p>\n

Floating Rate Notes due 2014 <\/strong><\/p>\n

Interest <\/u><\/p>\n

The Company promises to pay interest on the Principal Amount of this Note at
\nthe rate per annum described below. Cash interest on the Notes will accrue from
\nthe most recent date to which interest has been paid or, if no interest has been
\npaid, from March 16, 2011, to but excluding the next interest payment date,
\nexcept that interest accrued and unpaid at Maturity will be paid to the person
\nto whom principal is payable at Maturity. The Company will pay interest
\nquarterly in arrears on each interest payment date, commencing June 14, 2011, to
\nthe person in whose name the Notes are registered at the close of business on
\nthe Business Day preceding the interest payment date. Interest will be computed
\non the basis of the actual number of days in an interest period and a 360-day
\nyear.<\/p>\n

The Notes will bear interest for each interest period at a rate determined by
\nthe calculation agent. The calculation agent for this purpose is The Bank of New
\nYork Mellon Trust Company, N.A. until such time as the Company appoints a
\nsuccessor calculation agent. The interest rate on the Notes for a particular
\ninterest period will be a per annum rate equal to three-month LIBOR as
\ndetermined on the interest determination date plus 0.25%. The interest
\ndetermination date for an interest period will be the second London business day
\npreceding the first day of such interest period. Promptly upon determination,
\nthe calculation agent will inform the Trustee and the Company of the interest
\nrate for the next interest period. Absent manifest error, the determination of
\nthe interest rate by the calculation agent shall be binding and conclusive on
\nthe Holders, the Trustee and the Company.<\/p>\n

A London business day is a day on which dealings in deposits in U.S. dollars
\nare transacted in the London interbank market.<\/p>\n

On any interest determination date, LIBOR will be equal to the offered rate
\nfor deposits in U.S. dollars having an index maturity of three months, in
\namounts of at least $1,000,000, as such rate appears on “Telerate Page 3750” at
\napproximately 11:00 a.m., London time, on such interest determination date. If
\non an interest determination date, such rate does not appear on the “Telerate
\nPage 3750” as of 11:00 a.m., London time, or if the “Telerate Page 3750” is not
\navailable on such date, the calculation agent will obtain such rate from
\nBloomberg L.P. page “BBAM.”<\/p>\n

If no offered rate appears on “Telerate Page 3750” or Bloomberg L.P. page
\n“BBAM” on an interest determination date at approximately 11:00 a.m., London
\ntime, then the calculation agent (after consultation with the Company)<\/p>\n<\/p>\n

A-4<\/p>\n<\/p>\n

\n

will select four major banks in the London interbank market and shall request
\neach of their principal London offices to provide a quotation of the rate at
\nwhich three-month deposits in U.S. dollars in amounts of at least $1,000,000 are
\noffered by it to prime banks in the London interbank market, on that date and at
\nthat time, that is representative of single transactions at that time. If at
\nleast two quotations are provided, LIBOR will be the arithmetic average of the
\nquotations provided. Otherwise, the calculation agent will select three major
\nbanks in New York City and shall request each of them to provide a quotation of
\nthe rate offered by them at approximately 11:00 a.m., New York City time, on the
\ninterest determination date for loans in U.S. dollars to leading European banks
\nhaving an index maturity of three months for the applicable interest period in
\nan amount of at least $1,000,000 that is representative of single transactions
\nat that time. If three quotations are provided, LIBOR will be the arithmetic
\naverage of the quotations provided. Otherwise, the rate of LIBOR for the next
\ninterest period will be set equal to the rate of LIBOR for the then current
\ninterest period.<\/p>\n

Upon request from any Holder, the calculation agent will provide the interest
\nrate in effect on the Notes for the current interest period and, if it has been
\ndetermined, the interest rate to be in effect for the next interest period.<\/p>\n

Dollar amounts resulting from such calculation will be rounded to the nearest
\ncent, with one-half cent being rounded upward.<\/p>\n

Interest on the Notes will accrue from March 16, 2011, or from the most
\nrecent interest payment date to which interest has been paid or provided for;
\nprovided<\/em> that if an interest payment date for the Notes falls on a day
\nthat is not a Business Day, the interest payment date shall be postponed to the
\nnext succeeding Business Day unless such next succeeding Business Day would be
\nin the following month, in which case, the interest payment date shall be the
\nimmediately preceding Business Day. Interest on the Notes will be paid to but
\nexcluding the relevant interest payment date.<\/p>\n

Paying Agent <\/u><\/p>\n

Initially, The Bank of New York Mellon Trust Company, N.A. (the
\n“Trustee<\/strong>“) will act as paying agent. The Company may change any
\npaying agent without notice to the Holders.<\/p>\n

Indenture; Defined Terms <\/u><\/p>\n

This Note is one of the Floating Rate Notes due 2014 (the
\n“Notes<\/strong>“) issued under an Indenture, dated as of March 16, 2011,
\nbetween the Company and the Trustee (the “Indenture<\/strong>“).<\/p>\n

Unless otherwise defined herein, capitalized terms herein are used as defined
\nin the Indenture. The terms of the Notes include those stated in the Indenture
\nand those made part of the Indenture by reference to the Trust Indenture<\/p>\n<\/p>\n

A-5<\/p>\n<\/p>\n

\n

Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “Trust Indenture
\nAct<\/strong>“), as in effect on the date of the Indenture until such time as the
\nIndenture is qualified under the Trust Indenture Act, and thereafter as in
\neffect on the date on which the Indenture is qualified under the Trust Indenture
\nAct. Notwithstanding anything to the contrary herein, the Notes are subject to
\nall such terms, and holders of Notes are referred to the Indenture and the Trust
\nIndenture Act for a statement of them. To the extent the terms of the Indenture
\nand this Note are inconsistent, the terms of the Indenture shall govern.<\/p>\n

Denominations; Transfer; Exchange <\/u><\/p>\n

The Notes are in registered form, without coupons, in denominations of $2,000
\nand integral multiples of $1,000 in excess thereof. A Holder shall register the
\ntransfer or exchange of Notes in accordance with the Indenture.<\/p>\n

Amendment; Supplement; Waiver <\/u><\/p>\n

Subject to certain exceptions, the Notes and the provisions of the Indenture
\nrelating to the Notes may be amended or supplemented and any existing default or
\nEvent of Default or compliance with certain provisions may be waived with the
\nwritten consent of the Holders of at least a majority in aggregate principal
\nAmount of all series of Outstanding Notes (including the Notes) under the
\nIndenture that are affected by such amendment, supplement or waiver (voting as a
\nsingle class). Without notice to or consent of any Holder, the parties thereto
\nmay amend or supplement the Indenture and the Notes to, among other things, cure
\nany ambiguity, defect or inconsistency or comply with any requirements of the
\nCommission in connection with the qualification of the Indenture under the TIA,
\nor make any other change that does not adversely affect the rights of any Holder
\nof a Note.<\/p>\n

Defaults and Remedies <\/u><\/p>\n

If an Event of Default (other than certain bankruptcy Events of Default with
\nrespect to the Company) under the Indenture occurs with respect to the Notes and
\nis continuing, then the Trustee may and, at the direction of the Holders of at
\nleast 25% in Principal Amount of the Outstanding Notes, shall by written notice,
\nrequire the Company to repay immediately the entire Principal Amount of the
\nOutstanding Notes, together with all accrued and unpaid interest. If a
\nbankruptcy Event of Default with respect to the Company occurs and is
\ncontinuing, then the entire Principal Amount of the Outstanding Notes will
\nautomatically become due immediately and payable without any declaration or
\nother act on the part of the Trustee or any Holder. Holders of Notes may not
\nenforce the Indenture or the Notes except as provided in the Indenture. The
\nTrustee is not obligated to enforce the Indenture or the Notes unless it has
\nreceived indemnity as it reasonably requires. The Indenture permits, subject to
\ncertain limitations therein provided, Holders of a majority in aggregate
\nprincipal amount of the Notes then outstanding to direct the Trustee in its
\nexercise of any trust or power. The Trustee may<\/p>\n<\/p>\n

A-6<\/p>\n<\/p>\n

\n

withhold from Holders of Notes notice of certain continuing defaults or
\nEvents of Default if it determines that withholding notice is in their interest.\n<\/p>\n

Authentication <\/u><\/p>\n

This Note shall not be valid until the Trustee manually signs the certificate
\nof authentication on this Note.<\/p>\n

Abbreviations and Defined Terms <\/u><\/p>\n

Customary abbreviations may be used in the name of a Holder of a Note or an
\nassignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
\nentireties), JT TEN (= joint tenants with right of survivorship and not as
\ntenants in common), CUST (= Custodian), and U\/G\/M\/A (= Uniform Gifts to Minors
\nAct).<\/p>\n

CUSIP Numbers <\/u><\/p>\n

Pursuant to a recommendation promulgated by the Committee on Uniform Security
\nIdentification Procedures, the Company has caused CUSIP numbers to be printed on
\nthe Notes as a convenience to the Holders of the Notes. No representation is
\nmade as to the accuracy of such numbers as printed on the Notes and reliance may
\nbe placed only on the other identification numbers printed hereon.<\/p>\n

Governing Law <\/u><\/p>\n

The laws of the State of New York shall govern the Indenture and this Note.\n<\/p>\n<\/p>\n

A-7<\/p>\n<\/p>\n

\n

ASSIGNMENT FORM<\/p>\n

To assign this Note, fill in the form below:<\/p>\n

I or we assign and transfer this Note to<\/p>\n<\/p>\n

(Print or type assignee153s name, address and zip code)<\/p>\n<\/p>\n

(Insert assignee153s soc. sec. or tax I.D. No.)<\/p>\n

and irrevocably appoint <\/u> agent to transfer
\nthis Note on the books of the Company. The agent may substitute another to act
\nfor him.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date: <\/u><\/p>\n<\/td>\n

<\/td>\n\n

Your Signature:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature<\/p>\n

Guarantee:
\n <\/u><\/p>\n

(Signature must be guaranteed)<\/p>\n<\/p>\n<\/p>\n

Sign exactly as your name appears<\/u> on the other side of this Note.<\/p>\n

The signature(s) should be guaranteed by an eligible guarantor institution
\n(banks, stockbrokers, savings and loan associations and credit unions with
\nmembership in an approved signature guarantee medallion program), pursuant to
\nS.E.C. Rule 17Ad-15.<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n<\/td>\n<\/tr>\n
\n

Signature<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Guarantee:<\/p>\n

The signature(s) should be guaranteed by an eligible guarantor institution
\n(banks, stockbrokers, savings and loan associations and credit unions with
\nmembership in an approved signature guarantee medallion program), pursuant to
\nSEC Rule 17Ad-15.<\/p>\n<\/p>\n

A-8<\/p>\n<\/p>\n

\n

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE<\/p>\n

The following increases or decreases in this Global Note have been made:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date<\/p>\n<\/td>\n

<\/td>\n\n

Amount of decrease in<\/p>\n

Principal Amount of<\/p>\n

this Global Note<\/p>\n<\/td>\n

<\/td>\n\n

Amount of increase in<\/p>\n

Principal Amount of
\nthis Global Note<\/p>\n<\/td>\n

<\/td>\n\n

Principal Amount of<\/p>\n

this Global Note following<\/p>\n

such decrease or increase<\/p>\n<\/td>\n

<\/td>\n\n

Signature of authorized
\nsignatory of Trustee or<\/p>\n

Notes Custodian<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-9<\/p>\n<\/p>\n

\n

EXHIBIT B <\/strong><\/p>\n

[FORM OF FACE OF 2014 FIXED RATE NOTE]<\/p>\n

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
\nREFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
\nTHIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO
\nTRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
\nPERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
\nCIRCUMSTANCES DESCRIBED IN THE INDENTURE.<\/p>\n

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
\nDEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS
\nAGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
\nISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
\nREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
\nCEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
\nREPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
\nOTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER
\nHEREOF, CEDE & CO., HAS AN INTEREST HEREIN.<\/p>\n

Cisco Systems, Inc. <\/strong><\/p>\n

1.625% Senior Notes due 2014 <\/strong><\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

No.<\/p>\n<\/td>\n

<\/td>\n\n

CUSIP NO. 17275RAJI<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

$ <\/u><\/p>\n

CISCO SYSTEMS, INC., a California corporation (the
\n“Company<\/strong>“), which term includes any successor under the
\nIndenture hereinafter referred to on the reverse hereof, for value received,
\npromises to pay to CEDE & CO., or its registered assigns, the principal sum
\nof <\/u> ($ <\/u>) or such other amount as
\nindicated on the Schedule of Exchange of Notes attached hereto on March 14,
\n2014.<\/p>\n

Interest Rate: 1.625% per annum<\/p>\n

Interest Payment Dates: March 14 and September 14 of each year, commencing
\nSeptember 14, 2011<\/p>\n

Record Dates: March 1 and September 1<\/p>\n<\/p>\n

B-1<\/p>\n<\/p>\n

\n

Reference is hereby made to the further provisions of this Note set forth on
\nthe reverse hereof, which will for all purposes have the same effect as if set
\nforth at this place.<\/p>\n

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
\nexecuted.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CISCO SYSTEMS, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-2<\/p>\n<\/p>\n

\n

This is one of the 1.625% Senior Notes due 2014 referred to in the
\nwithin-mentioned Indenture.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated: <\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

THE BANK OF NEW YORK MELLON<\/p>\n

TRUST COMPANY, N.A., as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-3<\/p>\n<\/p>\n

\n

[FORM OF REVERSE OF 2014 FIXED RATE NOTE]<\/p>\n

Cisco Systems, Inc. <\/strong><\/p>\n

1.625% Senior Notes due 2014 <\/strong><\/p>\n

Interest <\/u><\/p>\n

The Company promises to pay interest on the Principal Amount of this Note at
\nthe rate per annum described above. Cash interest on the Notes will accrue from
\nthe most recent date to which interest has been paid or, if no interest has been
\npaid, from March 16, 2011, to but excluding the next interest payment date. The
\nCompany will pay interest semi-annually in arrears on each interest payment
\ndate, commencing September 14, 2011, to the person in whose name the Notes are
\nregistered at the close of business on the immediately preceding Record Date.
\nInterest will be computed on the basis of a 360-day year of twelve 30-day
\nmonths.<\/p>\n

If an interest payment for the Notes falls on a day that is not a Business
\nDay, the interest payment shall be postponed to the next succeeding Business
\nDay, and no interest on such payment shall accrue for the period from and after
\nsuch interest payment date.<\/p>\n

Redemption of Notes at the Option of the Company<\/u><\/p>\n

The Notes are redeemable, in whole or in part, at the option of the Company,
\nat any time or from time to time, at a redemption price equal to the greater of
\n(a) 100% of the Principal Amount to be redeemed and (b) the sum of the present
\nvalues of the Remaining Scheduled Payments on such Notes discounted to the
\nRedemption Date, on a semiannual basis (assuming a 360-day year consisting of
\ntwelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate
\nplus 10 basis points (the “Redemption Price<\/strong>“) upon delivery of
\nthe Notes to the Paying Agent by the Holder as set forth in the Indenture. The
\nRedemption Price will be paid in cash.<\/p>\n

Notice of any redemption will be mailed at least 30 days but not more than
\n60 days before the redemption date to each Holder of the Notes to be redeemed.
\nUnless the Company defaults in payment of the Redemption Price, on and after the
\nRedemption Date, interest will cease to accrue on the Notes or portions thereof
\ncalled for redemption. If less than all of the Notes are to be redeemed, the
\nNotes to be redeemed shall be selected pro rata or by lot or by any other method
\nthe Trustee considers fair and appropriate.<\/p>\n<\/p>\n

B-4<\/p>\n<\/p>\n

\n

Paying Agent <\/u><\/p>\n

Initially, The Bank of New York Mellon Trust Company, N.A. (the
\n“Trustee<\/strong>“) will act as paying agent. The Company may change any
\npaying agent without notice to the Holders.<\/p>\n

Indenture; Defined Terms <\/u><\/p>\n

This Note is one of the 1.625% Senior Notes due 2014 (the
\n“Notes<\/strong>“) issued under an Indenture, dated as of March 16, 2011,
\nbetween the Company and the Trustee (the “Indenture<\/strong>“).<\/p>\n

Unless otherwise defined herein, capitalized terms herein are used as defined
\nin the Indenture. The terms of the Notes include those stated in the Indenture
\nand those made part of the Indenture by reference to the Trust Indenture Act of
\n1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “Trust Indenture
\nAct<\/strong>“), as in effect on the date of the Indenture until such time as the
\nIndenture is qualified under the Trust Indenture Act, and thereafter as in
\neffect on the date on which the Indenture is qualified under the Trust Indenture
\nAct. Notwithstanding anything to the contrary herein, the Notes are subject to
\nall such terms, and holders of Notes are referred to the Indenture and the Trust
\nIndenture Act for a statement of them. To the extent the terms of the Indenture
\nand this Note are inconsistent, the terms of the Indenture shall govern.<\/p>\n

Denominations; Transfer; Exchange <\/u><\/p>\n

The Notes are in registered form, without coupons, in denominations of $2,000
\nand integral multiples of $1,000 in excess thereof. A Holder shall register the
\ntransfer or exchange of Notes in accordance with the Indenture.<\/p>\n

Amendment; Supplement; Waiver <\/u><\/p>\n

Subject to certain exceptions, the Notes and the provisions of the Indenture
\nrelating to the Notes may be amended or supplemented and any existing default or
\nEvent of Default or compliance with certain provisions may be waived with the
\nwritten consent of the Holders of at least a majority in aggregate principal
\nAmount of all series of Outstanding Notes (including the Notes) under the
\nIndenture that are affected by such amendment, supplement or waiver (voting as a
\nsingle class). Without notice to or consent of any Holder, the parties thereto
\nmay amend or supplement the Indenture and the Notes to, among other things, cure
\nany ambiguity, defect or inconsistency or comply with any requirements of the
\nCommission in connection with the qualification of the Indenture under the TIA,
\nor make any other change that does not adversely affect the rights of any Holder
\nof a Note.<\/p>\n<\/p>\n

B-5<\/p>\n<\/p>\n

\n

Defaults and Remedies<\/u><\/p>\n

If an Event of Default (other than certain bankruptcy Events of Default with
\nrespect to the Company) under the Indenture occurs with respect to the Notes and
\nis continuing, then the Trustee may and, at the direction of the Holders of at
\nleast 25% in Principal Amount of the Outstanding Notes, shall by written notice,
\nrequire the Company to repay immediately the entire Principal Amount of the
\nOutstanding Notes, together with all accrued and unpaid interest. If a
\nbankruptcy Event of Default with respect to the Company occurs and is
\ncontinuing, then the entire Principal Amount of the Outstanding Notes will
\nautomatically become due immediately and payable without any declaration or
\nother act on the part of the Trustee or any Holder. Holders of Notes may not
\nenforce the Indenture or the Notes except as provided in the Indenture. The
\nTrustee is not obligated to enforce the Indenture or the Notes unless it has
\nreceived indemnity as it reasonably requires. The Indenture permits, subject to
\ncertain limitations therein provided, Holders of a majority in aggregate
\nprincipal amount of the Notes then outstanding to direct the Trustee in its
\nexercise of any trust or power. The Trustee may withhold from Holders of Notes
\nnotice of certain continuing defaults or Events of Default if it determines that
\nwithholding notice is in their interest.<\/p>\n

Authentication<\/u><\/p>\n

This Note shall not be valid until the Trustee manually signs the certificate
\nof authentication on this Note.<\/p>\n

Abbreviations and Defined Terms<\/u><\/p>\n

Customary abbreviations may be used in the name of a Holder of a Note or an
\nassignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
\nentireties), JT TEN (= joint tenants with right of survivorship and not as
\ntenants in common), CUST (= Custodian), and U\/G\/M\/A (= Uniform Gifts to Minors
\nAct).<\/p>\n

CUSIP Numbers<\/u><\/p>\n

Pursuant to a recommendation promulgated by the Committee on Uniform Security
\nIdentification Procedures, the Company has caused CUSIP numbers to be printed on
\nthe Notes as a convenience to the Holders of the Notes. No representation is
\nmade as to the accuracy of such numbers as printed on the Notes and reliance may
\nbe placed only on the other identification numbers printed hereon.<\/p>\n

Governing Law<\/u><\/p>\n

The laws of the State of New York shall govern the Indenture and this Note.\n<\/p>\n<\/p>\n

B-6<\/p>\n<\/p>\n

\n

ASSIGNMENT FORM<\/p>\n

To assign this Note, fill in the form below:<\/p>\n

I or we assign and transfer this Note to<\/p>\n<\/p>\n

(Print or type assignee153s name, address and zip code)<\/p>\n<\/p>\n

(Insert assignee153s soc. sec. or tax I.D. No.)<\/p>\n

and irrevocably appoint <\/u> agent to transfer this
\nNote on the books of the Company. The agent may substitute another to act for
\nhim.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date:<\/p>\n<\/td>\n

<\/td>\n <\/u><\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Your Signature:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Signature<\/p>\n

Guarantee:<\/p>\n<\/td>\n

<\/td>\n\n

\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(Signature must be guaranteed)<\/p>\n<\/p>\n<\/p>\n

Sign exactly as your name appears<\/u> on the other side of this Note.<\/p>\n

The signature(s) should be guaranteed by an eligible guarantor institution
\n(banks, stockbrokers, savings and loan associations and credit unions with
\nmembership in an approved signature guarantee medallion program), pursuant to
\nS.E.C. Rule 17Ad-15.<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n<\/td>\n<\/tr>\n
\n

Signature<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Guarantee:<\/p>\n

The signature(s) should be guaranteed by an eligible guarantor institution
\n(banks, stockbrokers, savings and loan associations and credit unions with
\nmembership in an approved signature guarantee medallion program), pursuant to
\nSEC Rule 17Ad-15.<\/p>\n<\/p>\n

B-7<\/p>\n<\/p>\n

\n

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE<\/p>\n

The following increases or decreases in this Global Note have been made:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date<\/p>\n<\/td>\n

<\/td>\n\n

Amount of decrease in<\/p>\n

Principal Amount of<\/p>\n

this Global Note<\/p>\n<\/td>\n

<\/td>\n\n

Amount of increase in<\/p>\n

Principal Amount of<\/p>\n

this Global Note<\/p>\n<\/td>\n

<\/td>\n\n

Principal Amount of<\/p>\n

this Global Note following<\/p>\n

such decrease or increase<\/p>\n<\/td>\n

<\/td>\n\n

Signature of authorized
\nsignatory of Trustee or<\/p>\n

Notes Custodian<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-8<\/p>\n<\/p>\n

\n

EXHIBIT C <\/strong><\/p>\n

[FORM OF FACE OF 2017 FIXED RATE NOTE]<\/p>\n

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
\nREFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
\nTHIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO
\nTRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
\nPERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
\nCIRCUMSTANCES DESCRIBED IN THE INDENTURE.<\/p>\n

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
\nDEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS
\nAGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
\nISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
\nREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
\nCEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
\nREPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
\nOTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER
\nHEREOF, CEDE & CO., HAS AN INTEREST HEREIN.<\/p>\n

Cisco Systems, Inc. <\/strong><\/p>\n

3.150% Senior Notes due 2017 <\/strong><\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

No.<\/p>\n<\/td>\n

<\/td>\n\n

CUSIP NO. 17275RAK8<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

$ <\/u><\/p>\n

CISCO SYSTEMS, INC., a California corporation (the
\n“Company<\/strong>“), which term includes any successor under the
\nIndenture hereinafter referred to on the reverse hereof, for value received,
\npromises to pay to CEDE & CO., or its registered assigns, the principal sum
\nof <\/u> ($ <\/u>) or such other amount as
\nindicated on the Schedule of Exchange of Notes attached hereto on March 14,
\n2017.<\/p>\n

Interest Rate: 3.150% per annum<\/p>\n

Interest Payment Dates: March 14 and September 14 of each year, commencing
\nSeptember 14, 2011<\/p>\n

Record Dates: March 1 and September 1<\/p>\n<\/p>\n

C-1<\/p>\n<\/p>\n

\n

Reference is hereby made to the further provisions of this Note set forth on
\nthe reverse hereof, which will for all purposes have the same effect as if set
\nforth at this place.<\/p>\n

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
\nexecuted.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CISCO SYSTEMS, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

C-2<\/p>\n<\/p>\n

\n

This is one of the 3.150% Senior Notes due 2017 referred to in the
\nwithin-mentioned Indenture.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated: <\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

THE BANK OF NEW YORK MELLON<\/p>\n

TRUST COMPANY, N.A., as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

C-3<\/p>\n<\/p>\n

\n

[FORM OF REVERSE OF 2017 FIXED RATE NOTE]<\/p>\n

Cisco Systems, Inc. <\/strong><\/p>\n

3.150% Senior Notes due 2017 <\/strong><\/p>\n

Interest<\/u><\/p>\n

The Company promises to pay interest on the Principal Amount of this Note at
\nthe rate per annum described above. Cash interest on the Notes will accrue from
\nthe most recent date to which interest has been paid or, if no interest has been
\npaid, from March 16, 2011, to but excluding the next interest payment date. The
\nCompany will pay interest semi-annually in arrears on each interest payment
\ndate, commencing September 14, 2011, to the person in whose name the Notes are
\nregistered at the close of business on the immediately preceding Record Date.
\nInterest will be computed on the basis of a 360-day year of twelve 30-day
\nmonths.<\/p>\n

If an interest payment for the Notes falls on a day that is not a Business
\nDay, the interest payment shall be postponed to the next succeeding Business
\nDay, and no interest on such payment shall accrue for the period from and after
\nsuch interest payment date.<\/p>\n

Redemption of Notes at the Option of the Company<\/u><\/p>\n

The Notes are redeemable, in whole or in part, at the option of the Company,
\nat any time or from time to time, at a redemption price equal to the greater of
\n(a) 100% of the Principal Amount to be redeemed and (b) the sum of the present
\nvalues of the Remaining Scheduled Payments on such Notes discounted to the
\nRedemption Date, on a semiannual basis (assuming a 360-day year consisting of
\ntwelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate
\nplus 15 basis points (the “Redemption Price<\/strong>“) upon delivery of
\nthe Notes to the Paying Agent by the Holder as set forth in the Indenture. The
\nRedemption Price will be paid in cash.<\/p>\n

Notice of any redemption will be mailed at least 30 days but not more than
\n60 days before the redemption date to each Holder of the Notes to be redeemed.
\nUnless the Company defaults in payment of the Redemption Price, on and after the
\nRedemption Date, interest will cease to accrue on the Notes or portions thereof
\ncalled for redemption. If less than all of the Notes are to be redeemed, the
\nNotes to be redeemed shall be selected pro rata or by lot or by any other method
\nthe Trustee considers fair and appropriate.<\/p>\n<\/p>\n

C-4<\/p>\n<\/p>\n

\n

Paying Agent <\/u><\/p>\n

Initially, The Bank of New York Mellon Trust Company, N.A. (the
\n“Trustee<\/strong>“) will act as paying agent. The Company may change any
\npaying agent without notice to the Holders.<\/p>\n

Indenture; Defined Terms <\/u><\/p>\n

This Note is one of the 3.150% Senior Notes due 2017 (the
\n“Notes<\/strong>“) issued under an Indenture, dated as of March 16, 2011,
\nbetween the Company and the Trustee (the “Indenture<\/strong>“).<\/p>\n

Unless otherwise defined herein, capitalized terms herein are used as defined
\nin the Indenture. The terms of the Notes include those stated in the Indenture
\nand those made part of the Indenture by reference to the Trust Indenture Act of
\n1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “Trust Indenture
\nAct<\/strong>“), as in effect on the date of the Indenture until such time as the
\nIndenture is qualified under the Trust Indenture Act, and thereafter as in
\neffect on the date on which the Indenture is qualified under the Trust Indenture
\nAct. Notwithstanding anything to the contrary herein, the Notes are subject to
\nall such terms, and holders of Notes are referred to the Indenture and the Trust
\nIndenture Act for a statement of them. To the extent the terms of the Indenture
\nand this Note are inconsistent, the terms of the Indenture shall govern.<\/p>\n

Denominations; Transfer; Exchange <\/u><\/p>\n

The Notes are in registered form, without coupons, in denominations of $2,000
\nand integral multiples of $1,000 in excess thereof. A Holder shall register the
\ntransfer or exchange of Notes in accordance with the Indenture.<\/p>\n

Amendment; Supplement; Waiver <\/u><\/p>\n

Subject to certain exceptions, the Notes and the provisions of the Indenture
\nrelating to the Notes may be amended or supplemented and any existing default or
\nEvent of Default or compliance with certain provisions may be waived with the
\nwritten consent of the Holders of at least a majority in aggregate principal
\nAmount of all series of Outstanding Notes (including the Notes) under the
\nIndenture that are affected by such amendment, supplement or waiver (voting as a
\nsingle class). Without notice to or consent of any Holder, the parties thereto
\nmay amend or supplement the Indenture and the Notes to, among other things, cure
\nany ambiguity, defect or inconsistency or comply with any requirements of the
\nCommission in connection with the qualification of the Indenture under the TIA,
\nor make any other change that does not adversely affect the rights of any Holder
\nof a Note.<\/p>\n<\/p>\n

C-5<\/p>\n<\/p>\n

\n

Defaults and Remedies <\/u><\/p>\n

If an Event of Default (other than certain bankruptcy Events of Default with
\nrespect to the Company) under the Indenture occurs with respect to the Notes and
\nis continuing, then the Trustee may and, at the direction of the Holders of at
\nleast 25% in Principal Amount of the Outstanding Notes, shall by written notice,
\nrequire the Company to repay immediately the entire Principal Amount of the
\nOutstanding Notes, together with all accrued and unpaid interest. If a
\nbankruptcy Event of Default with respect to the Company occurs and is
\ncontinuing, then the entire Principal Amount of the Outstanding Notes will
\nautomatically become due immediately and payable without any declaration or
\nother act on the part of the Trustee or any Holder. Holders of Notes may not
\nenforce the Indenture or the Notes except as provided in the Indenture. The
\nTrustee is not obligated to enforce the Indenture or the Notes unless it has
\nreceived indemnity as it reasonably requires. The Indenture permits, subject to
\ncertain limitations therein provided, Holders of a majority in aggregate
\nprincipal amount of the Notes then outstanding to direct the Trustee in its
\nexercise of any trust or power. The Trustee may withhold from Holders of Notes
\nnotice of certain continuing defaults or Events of Default if it determines that
\nwithholding notice is in their interest.<\/p>\n

Authentication <\/u><\/p>\n

This Note shall not be valid until the Trustee manually signs the certificate
\nof authentication on this Note.<\/p>\n

Abbreviations and Defined Terms <\/u><\/p>\n

Customary abbreviations may be used in the name of a Holder of a Note or an
\nassignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
\nentireties), JT TEN (= joint tenants with right of survivorship and not as
\ntenants in common), CUST (= Custodian), and U\/G\/M\/A (= Uniform Gifts to Minors
\nAct).<\/p>\n

CUSIP Numbers <\/u><\/p>\n

Pursuant to a recommendation promulgated by the Committee on Uniform Security
\nIdentification Procedures, the Company has caused CUSIP numbers to be printed on
\nthe Notes as a convenience to the Holders of the Notes. No representation is
\nmade as to the accuracy of such numbers as printed on the Notes and reliance may
\nbe placed only on the other identification numbers printed hereon.<\/p>\n

Governing Law <\/u><\/p>\n

The laws of the State of New York shall govern the Indenture and this Note.\n<\/p>\n<\/p>\n

C-6<\/p>\n<\/p>\n

\n

ASSIGNMENT FORM<\/p>\n

To assign this Note, fill in the form below:<\/p>\n

I or we assign and transfer this Note to<\/p>\n<\/p>\n

(Print or type assignee153s name, address and zip code)<\/p>\n<\/p>\n

(Insert assignee153s soc. sec. or tax I.D. No.)<\/p>\n

and irrevocably appoint <\/u> agent to transfer
\nthis Note on the books of the Company. The agent may substitute another to act
\nfor him.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date: <\/u><\/p>\n<\/td>\n

<\/td>\n\n

Your Signature:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature<\/p>\n

Guarantee:
\n <\/u><\/p>\n

(Signature must be guaranteed)<\/p>\n<\/p>\n<\/p>\n

Sign exactly as your name appears<\/u> on the other side of this Note.<\/p>\n

The signature(s) should be guaranteed by an eligible guarantor institution
\n(banks, stockbrokers, savings and loan associations and credit unions with
\nmembership in an approved signature guarantee medallion program), pursuant to
\nS.E.C. Rule 17Ad-15.<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n<\/td>\n<\/tr>\n
\n

Signature<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Guarantee:<\/p>\n

The signature(s) should be guaranteed by an eligible guarantor institution
\n(banks, stockbrokers, savings and loan associations and credit unions with
\nmembership in an approved signature guarantee medallion program), pursuant to
\nSEC Rule 17Ad-15.<\/p>\n<\/p>\n

C-7<\/p>\n<\/p>\n

\n

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE<\/p>\n

The following increases or decreases in this Global Note have been made:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date<\/p>\n<\/td>\n

<\/td>\n\n

Amount of decrease in
\nPrincipal Amount of<\/p>\n

this Global Note<\/p>\n<\/td>\n

<\/td>\n\n

Amount of increase in
\nPrincipal Amount of<\/p>\n

this Global Note<\/p>\n<\/td>\n

<\/td>\n\n

Principal Amount of<\/p>\n

this Global Note following<\/p>\n

such decrease or increase<\/p>\n<\/td>\n

<\/td>\n\n

Signature of authorized
\nsignatory of Trustee or<\/p>\n

Notes Custodian<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

C-8<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7102],"corporate_contracts_industries":[9509],"corporate_contracts_types":[9560,9566],"class_list":["post-41033","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cisco-systems-inc","corporate_contracts_industries-technology__networking","corporate_contracts_types-finance","corporate_contracts_types-finance__indenture"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41033","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41033"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41033"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41033"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41033"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}