\n| \n Exhibit A<\/p>\n<\/td>\n | \n Form of Senior Note<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n ii<\/p>\n
\n<\/p>\n THIS FOURTH SUPPLEMENTAL INDENTURE, between Agilent Technologies, Inc., a
\nDelaware corporation (the “Obligor”), having its principal office at 5301
\nStevens Creek Blvd., Santa Clara, California 95051, and U.S. Bank National
\nAssociation, as trustee (the “Trustee”), is made and entered into as of this
\n20th day of July, 2010.<\/p>\n RECITALS OF THE OBLIGOR<\/p>\n WHEREAS, the Obligor and the Trustee executed and delivered an Indenture
\ndated as of October 24, 2007 (the “Indenture”), to provide for the issuance by
\nthe Obligor from time to time of debt securities;<\/p>\n WHEREAS, capitalized terms used herein, not otherwise defined, shall have the
\nsame meanings given them in the Indenture;<\/p>\n WHEREAS, pursuant to a board resolution, the Obligor has authorized the
\nissuance of $250 million of its 2.50% Senior Notes due 2013 (the “Senior
\nNotes”); and<\/p>\n WHEREAS, the Obligor desires to establish the terms of the Senior Notes in
\naccordance with Section 2.01 of the Indenture;<\/p>\n NOW, THEREFORE, it is mutually agreed as follows:<\/p>\n ARTICLE I<\/p>\n DEFINITIONS<\/p>\n SECTION 1.01. Definitions.<\/u> For all purposes of this Fourth
\nSupplemental Indenture, except as otherwise expressly provided or unless the
\ncontext otherwise requires:<\/p>\n “Change of Control<\/u>” means the occurrence of any of the following: (1)
\nthe direct or indirect sale, transfer, conveyance or other disposition (other
\nthan by way of merger or consolidation), in one or a series of related
\ntransactions, of all or substantially all of the properties or assets of the
\nObligor and its Subsidiaries taken as a whole to any “person” (as that term is
\nused in Section 13(d) and Section 14(d) of the Exchange Act) other than the
\nObligor or one of its Subsidiaries; (2) the adoption of a plan relating to the
\nObligor153s liquidation or dissolution; (3) the consummation of any transaction
\n(including, without limitation, any merger or consolidation) the result of which
\nis that any “person” (as that term is used in Section 13(d)(3) of the Exchange
\nAct) or group of persons, other than the Obligor or its Subsidiaries, becomes
\nthe beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act),
\ndirectly or indirectly, of more than 50% of the combined voting power of the
\nObligor153s Voting Stock or other Voting Stock into which the Obligor153s Voting
\nStock is reclassified, consolidated, exchanged or changed, measured by voting
\npower rather than number of shares; or (4) the first day on which a majority of
\nthe members of the Obligor Board are not Continuing Directors.<\/p>\n “Change of Control Repurchase Event<\/u>” means the occurrence of both a
\nChange of Control and a Ratings Event.<\/p>\n “Comparable Treasury Issue”<\/u> means the United States Treasury security
\nselected by an Independent Investment Banker as having an actual or interpolated
\nmaturity comparable to the remaining term of the Senior Notes to be redeemed
\nthat would be utilized, at the time of selection and in accordance with
\ncustomary financial practice, in pricing new issues of corporate debt securities
\nof comparable maturity to the remaining term of such Senior Notes.<\/p>\n “Comparable Treasury Price<\/u>” means, with respect to any Redemption
\nDate, (1) the arithmetic average of four Reference Treasury Dealer Quotations
\nfor such Redemption Date after excluding the highest and lowest Reference
\nTreasury Dealer Quotations, or (2) if the Trustee obtains fewer than four
\nReference Treasury Dealer Quotations, the arithmetic average of all Reference
\nTreasury Dealer Quotations for such Redemption Date.<\/p>\n 1<\/p>\n
\n<\/p>\n “Continuing Directors<\/u>” means, as of any date of determination, any
\nmember of the Obligor Board who (1) was a member of the Obligor Board on the
\ndate of the issuance of the Senior Notes; or (2) was nominated for election or
\nelected to the Obligor Board with the approval of a majority of the Continuing
\nDirectors who were members of the Obligor Board at the time of such nomination
\nor election.<\/p>\n “First Supplemental Indenture<\/u>” means the First Supplemental Indenture
\ndated as of October 29, 2007 to the Indenture between the Obligor and the
\nTrustee, as amended or supplemented from time to time.<\/p>\n “Fitch<\/u>” means Fitch Ratings Ltd. and its successors.<\/p>\n “Fourth Supplemental Indenture<\/u>” means this Fourth Supplemental
\nIndenture to the Indenture, as amended or supplemented from time to time.<\/p>\n “Indenture<\/u>” has the meaning assigned in the recitals.<\/p>\n “Independent Investment Banker<\/u>” means Banc of America Securities LLC,
\nBarclays Capital Inc. or Credit Suisse Securities (USA) LLC, or their respective
\nsuccessors as may be appointed from time to time by the Obligor;
\nprovided<\/u>, however<\/u>, that if any of the foregoing ceases to be a
\nprimary U.S. Government securities dealer in New York City (a “primary treasury
\ndealer”), the Obligor shall substitute another primary treasury dealer.<\/p>\n “Investment Grade<\/u>” means a rating of BBB- or better by Fitch (or its
\nequivalent under any successor rating categories of Fitch); a rating of Baa3 or
\nbetter by Moody153s (or its equivalent under any successor Rating Categories of
\nMoody153s); a rating of BBB- or better by S&P (or its equivalent under any
\nsuccessor Rating Categories of S&P); and the equivalent investment grade
\ncredit rating from any additional Rating Agency or Rating Agencies selected by
\nthe Obligor.<\/p>\n “Moody153s<\/u>” means Moody153s Investors Service Inc. and its successors.\n<\/p>\n “Obligor Board<\/u>” means the board of directors of the Obligor.<\/p>\n “Rating Agency<\/u>” means each of Fitch, Moody153s and S&P, so long as
\nsuch entity makes a rating of the notes publicly available; provided, however,
\nif any of Fitch, Moody153s or S&P ceases to rate the notes or fails to make a
\nrating of the notes publicly available for reasons outside of the control of the
\nObligor, the Obligor shall be allowed to designate a “nationally recognized
\nstatistical rating organization” within the meaning of Rule 15c3-l(e)(2)(vi)(F)
\nunder the Exchange Act (as certified by a resolution of the board of directors
\nof the Obligor) as a replacement agency for the agency that ceased to make such
\na rating publicly available. For the avoidance of doubt, failure by the Obligor
\nto pay rating agency fees to make a rating of the notes shall not be a “reason
\noutside of the control of the Obligor” for the purposes of the preceding
\nsentence.<\/p>\n “Rating Category<\/u>” means (i) with respect to S&P, any of the
\nfollowing categories: BBB, BB, B, CCC, CC, C and D (or equivalent successor
\ncategories); (ii) with respect to Moody153s, any of the following categories: Baa,
\nBa, B, Caa, Ca, C and D (or equivalent successor categories); (iii) with respect
\nto Fitch, any of the following categories: BBB, BB, B, CCC, CC, C and D (or
\nequivalent successor categories); and (iv) the equivalent of any such category
\nof S&P, Moody153s or Fitch used by another Rating Agency. In determining
\nwhether the rating of the Senior Notes has decreased by one or more gradations,
\ngradations within Rating Categories (+ and – for S&P or Fitch; 1, 2 and 3
\nfor Moody153s; or the equivalent gradations for another Rating Agency) shall be
\ntaken into account (e.g., with respect to S&P or Fitch, a decline in a
\nrating from BB+ to BB, as well as from BB- to B+, shall constitute a decrease of
\none gradation).<\/p>\n “Ratings Event<\/u>” means a decrease in the ratings of the Senior Notes by
\none or more of the Rating Agencies such that the Senior Notes are rated below
\nInvestment Grade by all of the Rating Agencies on any date from the date of the
\npublic notice of an arrangement that could result in a Change of Control until
\nthe end of the 60-day period following public notice of the occurrence of a
\nChange of Control (which period shall be extended so long as the rating of the
\nSenior Notes is under publicly announced consideration for possible downgrade by
\nany of the Rating Agencies).<\/p>\n 2<\/p>\n
\n<\/p>\n Notwithstanding the foregoing, a Ratings Event otherwise arising by virtue of
\na particular reduction in rating shall not be deemed to have occurred in respect
\nof a particular Change of Control (and thus shall not be deemed a Ratings Event
\nfor purposes of the definition of Change of Control Repurchase Event hereunder)
\nif the Rating Agencies making the reduction in rating to which this definition
\nwould otherwise apply do not announce or publicly confirm or inform the Trustee
\nin writing at its request that the reduction was the result, in whole or in
\npart, of any event or circumstance comprised of or arising as a result of, or in
\nrespect of, the applicable Change of Control (whether or not the applicable
\nChange of Control shall have occurred at the time of the Ratings Event).<\/p>\n “Reference Treasury Dealer<\/u>” means Banc of America Securities LLC,
\nBarclays Capital Inc. or Credit Suisse Securities (USA) LLC, and one other
\nprimary treasury dealer selected by the Obligor, and each of their respective
\nsuccessors and any other primary treasury dealers selected by the Obligor.<\/p>\n “Reference Treasury Dealer Quotations<\/u>” means, with respect to each
\nReference Treasury Dealer and any Redemption Date, the arithmetic average, as
\ndetermined by the Trustee, of the bid and asked prices for the Comparable
\nTreasury Issue (expressed in each case as a percentage of its principal amount)
\nquoted in writing to the Trustee by such Reference Treasury Dealer as of 5:00
\np.m., New York City time, on the third Business Day preceding such Redemption
\nDate.<\/p>\n “Remaining Scheduled Payments<\/u>” means, with respect to any Senior Note
\nto be redeemed, the remaining scheduled payments of the principal thereof and
\ninterest thereon that would be due after the related Redemption Date but for
\nsuch redemption; provided<\/u>, however<\/u>, that, if such Redemption Date
\nis not an Interest Payment Date with respect to such Senior Note, the amount of
\nthe next scheduled interest payment thereon shall be reduced by the amount of
\ninterest accrued thereon to such Redemption Date.<\/p>\n “Second Supplemental Indenture<\/u>” means the Second Supplemental
\nIndenture dated as of September 14, 2009 to the Indenture between the Obligor
\nand the Trustee, as amended or supplemented from time to time.<\/p>\n “Senior Notes<\/u>” has the meaning assigned in the Recitals.<\/p>\n “S&P<\/u>” means Standard & Poor153s Rating Services, a division of
\nThe McGraw-Hill Companies, Inc., and its successors.<\/p>\n “Third Supplemental Indenture<\/u>” means the Third Supplemental Indenture
\ndated as of September 14, 2009 to the Indenture between the Obligor and the
\nTrustee, as amended or supplemented from time to time.<\/p>\n “Treasury Rate<\/u>” means, with respect to any Redemption Date, the rate
\nper annum equal to the semi-annual equivalent yield to Maturity (computed as of
\nthe third Business Day immediately preceding that Redemption Date) of the
\nComparable Treasury Issue. In determining this rate, the Obligor shall assume a
\nprice for the Comparable Treasury Issue (expressed as a percentage of its
\nprincipal amount) equal to the Comparable Treasury Price for such Redemption
\nDate.<\/p>\n “Voting Stock<\/u>” of any specified Person as of any date means the
\ncapital stock of such Person that is at the time entitled to vote generally in
\nthe election of the board of directors of such Person.<\/p>\n 3<\/p>\n
\n<\/p>\n ARTICLE II<\/p>\n TERMS OF THE NOTES<\/p>\n SECTION 2.01. Title<\/u>. The Senior Notes shall constitute a series of
\nNotes having the title “2.50% Senior Notes due 2013” that shall be in the form
\nattached as Exhibit A.<\/p>\n SECTION 2.02. Aggregate Principal Amount.<\/u> The aggregate principal
\namount of the Senior Notes that may be authenticated and delivered under this
\nFourth Supplemental Indenture shall be unlimited; provided<\/u> that the
\nObligor complies with the provisions of this Fourth Supplemental Indenture.<\/p>\n SECTION 2.03. Maturity<\/u>. The entire outstanding principal amount of the
\nSenior Notes shall be payable on July 15, 2013.<\/p>\n SECTION 2.04. Interest<\/u>. The Senior Notes shall accrue interest at a
\nrate of 2.50% per year. Interest shall accrue on the Senior Notes from the most
\nrecent Interest Payment Date to or for which interest has been paid or duly
\nprovided for (or if no interest has been paid or duly provided for, from the
\nIssue Date of the Senior Notes), payable semiannually in arrears on January 15
\nand July 15 of each year, beginning on January 15, 2011. The Record Dates for
\npayment of interest shall be December 31 and June 30 of each year, beginning
\nDecember 31, 2010. Interest on overdue principal and premium, if any, from time
\nto time, shall be at a rate of 2% per annum in excess of the rate then in
\neffect; interest on overdue installments of interest, if any, from time to time,
\nshall be at the same rate, to the extent lawful.<\/p>\n SECTION 2.05. Place of Payment<\/u>. The place where the principal of (and
\npremium, if any) and interest, if any, with respect to the Senior Notes shall be
\npayable shall be the Corporate Trust Office.<\/p>\n SECTION 2.06. Optional Redemption.<\/u> (a) The Obligor may redeem the
\nSenior Notes at its option at any time in whole or in part. If the Obligor
\nelects to redeem the Senior Notes, it shall pay a Redemption Price equal to the
\ngreater of the following amounts, plus, in each case, accrued and unpaid
\ninterest thereon to, but not including, the Redemption Date:<\/p>\n (i) 100% of the aggregate principal amount of the Senior Notes to be redeemed
\non the Redemption Date; or<\/p>\n (ii) the sum of the present values of the Remaining Scheduled Payments. In
\ndetermining the present values of the Remaining Scheduled Payments, the Obligor
\nshall discount such payments to the Redemption Date on a semi-annual basis
\n(assuming a 360-day year consisting of twelve 30-day months) at a discount rate
\nequal to the Treasury Rate plus 25 basis points.<\/p>\n Any redemption pursuant to this Section 2.06(a) shall be made pursuant to the
\nprovisions of Section 2.06(b) through (i) below.<\/p>\n (b) If the Obligor elects to redeem the Senior Notes pursuant to the optional
\nredemption provisions of Section 2.06(a) above, it shall furnish to the Trustee,
\nat least 45 days (or such shorter period as shall be acceptable to the Trustee,
\nbut in no event less than 30 days) but not more than 60 days before the
\nRedemption Date, an Officers153 Certificate setting forth (1) the Redemption Date,
\nand (2) the CUSIP and\/or ISIN numbers of the Senior Notes.<\/p>\n (c) If fewer than all the Senior Notes are to be redeemed, the particular
\nSenior Notes to be redeemed shall be selected not more than 60 days prior to the
\nRedemption Date by the Trustee from the Outstanding Senior Notes not previously
\ncalled for redemption, pro rata, by lot or by such other method as the Trustee
\nshall deem fair and appropriate, and may provide for the selection for
\nredemption of portions (equal to the minimum authorized denomination for the
\nSenior Notes or any integral multiple thereof) of the principal amount of Senior
\nNotes of a denomination larger than the minimum authorized denomination for the
\nSenior Notes.<\/p>\n 4<\/p>\n
\n<\/p>\n (d) The Trustee shall promptly notify the Obligor in writing of the Senior
\nNotes selected for redemption and, in the case of any Senior Notes selected for
\npartial redemption, the principal amount thereof to be redeemed.<\/p>\n (e) For all purposes of this Fourth Supplemental Indenture, unless the
\ncontext otherwise requires, all provisions relating to the redemption of Senior
\nNotes shall relate, in the case of any Senior Note redeemed or to be redeemed
\nonly in part, to the portion of the principal of such Senior Note which has been
\nor is to be redeemed.<\/p>\n (f) Notice of redemption of Senior Notes to be redeemed, either in whole or
\nin part, shall be given to the Holders thereof at the option of the Obligor, by
\nfirst-class mail, postage prepaid, mailed not fewer than 30 nor more than 60
\ndays prior to the Redemption Date, to each such Holder at such Holder153s last
\naddress appearing in the Security Register. All notices of redemption shall
\nstate:<\/p>\n (i) the Redemption Date;<\/p>\n (ii) the Redemption Price, or if not then ascertainable, the manner of
\ncalculating the Redemption Price;<\/p>\n (iii) if fewer than all Outstanding Senior Notes are to be redeemed, the
\nidentification (and, in the case of partial redemption, the respective principal
\namounts) of the Senior Notes to be redeemed from the Holder to whom the notice
\nis given and that on and after the Redemption Date, upon surrender of such
\nSenior Note, a new Senior Note or Senior Notes in the aggregate principal amount
\nequal to the unredeemed portion thereof shall be issued in accordance with
\nSection 2.06(i);<\/p>\n (iv) that on the Redemption Date the Redemption Price shall become due and
\npayable upon each Senior Note called for redemption, and that interest, if any,
\nthereon shall cease to accrue from and after said date;<\/p>\n (v) the place where Senior Notes called for redemption are to be surrendered
\nfor payment of the Redemption Price, which shall be the office or agency
\nmaintained by the Obligor pursuant to Section 9.02 of the Indenture;<\/p>\n (vi) the name and address of the Paying Agent;<\/p>\n (vii) that the Senior Notes called for redemption must be surrendered to the
\nPaying Agent to collect the Redemption Price; and<\/p>\n (viii) the CUSIP and\/or ISIN number, and that no representation is made as to
\nthe correctness or accuracy of the CUSIP and\/or ISIN number, if any, listed in
\nsuch notice or printed on the Senior Notes.<\/p>\n Notice of redemption of Senior Notes shall be given by the Obligor or, at the
\nObligor153s request, by the Trustee in the name and at the expense of the Obligor;
\nprovided<\/u>, however<\/u>, that if the Obligor requests the Trustee to
\ngive such notice, it shall provide an execution version of such notice to the
\nTrustee at least five Business Days before such notice is required to be sent.\n<\/p>\n (g) On or prior to 10 a.m., New York City time, on any Redemption Date, the
\nObligor shall deposit with the Trustee or with a Paying Agent (or, if the
\nObligor is acting as its own Paying Agent, segregate and hold in trust as
\nprovided in Section 9.03 of the Indenture) an amount of money sufficient to pay
\nthe Redemption Price of, and accrued interest on, all the Senior Notes which are
\nto be redeemed on that date.<\/p>\n 5<\/p>\n
\n<\/p>\n (h) Notice of redemption having been given as aforesaid, the Senior Notes (or
\nportions thereof) so to be redeemed shall, on the Redemption Date, become due
\nand payable at the Redemption Price plus accrued and unpaid interest to the
\nRedemption Date therein specified, and from and after such date (unless the
\nObligor shall default in the payment of the Redemption Price) such Senior Notes
\nshall cease to bear interest. Upon surrender of such Senior Notes for redemption
\nin accordance with the notice, such Senior Notes shall be paid by the Obligor at
\nthe Redemption Price. Any installment of interest due and payable on or prior to
\nthe Redemption Date shall be payable to the Holders of such Senior Notes
\nregistered as such on the relevant Record Date according to the terms and the
\nprovisions of Section 2.06 of the Indenture. If any Senior Note called for
\nredemption shall not be so paid upon surrender thereof for redemption, the
\nprincipal shall, until paid, bear interest from the Redemption Date at the rate
\nprescribed therefor by the Senior Note.<\/p>\n (i) Any Senior Note that is to be redeemed only in part shall be surrendered
\nat the office or agency maintained by the Obligor pursuant to Section 9.02 of
\nthe Indenture (with, if the Obligor or the Trustee so requires, due endorsement
\nby, or a written instrument of transfer in form satisfactory to the Obligor and
\nthe Trustee duly executed by, the Holder thereof or the Holder153s attorney duly
\nauthorized in writing) and the Obligor shall execute and the Trustee shall
\nauthenticate and deliver to the Holder of such Senior Note without service
\ncharge and at the expense of the Obligor, a new Senior Note or Senior Notes, of
\nany authorized denomination as requested by such Holder in aggregate principal
\namount equal to and in exchange for the unredeemed portion of the principal of
\nsuch Senior Note so surrendered.<\/p>\n SECTION 2.07. Change of Control Repurchase.<\/u> (a) If a Change of Control
\nRepurchase Event occurs, unless the Obligor has exercised its right to redeem
\nthe Senior Notes as set forth in Section 2.06, the Obligor shall be required to
\nmake an offer to each Holder of the Senior Notes to repurchase all or any part
\n(in excess of $2,000 and in integral multiples of $1,000) of that Holder153s
\nSenior Notes at a repurchase price in cash equal to 101% of the aggregate
\nprincipal amount of the Senior Notes repurchased plus any accrued and unpaid
\ninterest on the Senior Notes repurchased to, but not including, the date of
\nrepurchase.<\/p>\n (b) Within 30 days following any Change of Control Repurchase Event or, at
\nthe option of the Obligor, prior to any Change of Control, but after the public
\nannouncement of the Change of Control, the Obligor shall mail a notice to each
\nHolder, with a copy to the Trustee, describing the transaction or transactions
\nthat constitute or may constitute the Change of Control Repurchase Event and
\noffering to repurchase the Senior Notes on the payment date specified in the
\nnotice, which date shall be no earlier than 30 days and no later than 60 days
\nfrom the date such notice is mailed. The notice shall, if mailed prior to the
\ndate of consummation of the Change of Control, state that the offer to purchase
\nis conditioned on a Change of Control Repurchase Event occurring on or prior to
\nthe payment date specified in the notice.<\/p>\n (c) The Obligor shall comply with the requirements of Rule 14e-1 under the
\nExchange Act, and any other securities laws and regulations to the extent those
\nlaws and regulations are applicable in connection with the repurchase of the
\nSenior Notes as a result of a Change of Control Repurchase Event. To the extent
\nthat the provisions of any securities laws or regulations conflict with this
\nSection 2.07, the Obligor shall comply with the applicable securities laws and
\nregulations and shall not be deemed to have breached its obligations under this
\nSection 2.07 by virtue of compliance with such securities laws or regulations.\n<\/p>\n (d) On the repurchase date following a Change of Control Repurchase Event,
\nthe Obligor shall, to the extent lawful:<\/p>\n (i) accept for payment all the Senior Notes or portions of the Senior Notes
\nproperly tendered pursuant to its offer;<\/p>\n (ii) deposit with the Paying Agent an amount equal to the aggregate purchase
\nprice in respect of all the Senior Notes or portions of the Senior Notes
\nproperly tendered; and<\/p>\n (iii) deliver or cause to be delivered to the Trustee the Senior Notes
\nproperly accepted, together with an Officer153s Certificate stating the aggregate
\nprincipal amount of Senior Notes being purchased by the Obligor.<\/p>\n 6<\/p>\n
\n<\/p>\n (e) The Paying Agent shall promptly mail to each Holder of Senior Notes
\nproperly tendered the purchase price for the Senior Notes, and the Trustee shall
\npromptly authenticate and mail (or cause to be transferred by book-entry) to
\neach Holder a new Senior Note equal in principal amount to any unpurchased
\nportion of any Senior Notes surrendered.<\/p>\n (f) The Obligor shall not be required to make an offer to repurchase the
\nSenior Notes upon a Change of Control Repurchase Event if a third party makes
\nsuch an offer in the manner, at the times and otherwise in compliance with the
\nrequirements for an offer made by the Obligor and such third party purchases all
\nSenior Notes properly tendered and not withdrawn under its offer.<\/p>\n (g) Should the Obligor choose to exercise its rights under Section 3.02 of
\nthe Indenture, it shall no longer be obligated to make an offer to repurchase
\nthe Senior Notes following a Change of Control Repurchase Event.<\/p>\n SECTION 2.08. Issue Date<\/u>. The Issue Date of the Senior Notes is July
\n13, 2010.<\/p>\n SECTION 2.09. Issue Price<\/u>. The issue price of the Senior Notes is
\n99.815% of the aggregate principal amount of the Senior Notes.<\/p>\n SECTION 2.10. Definitive and Global Notes<\/u>. The Senior Notes are
\nissuable in whole or in part in the form of Definitive Notes or as one or more
\nGlobal Notes and the Depositary for such Global Notes shall be DTC.<\/p>\n SECTION 2.11. Denomination<\/u>. The Senior Notes shall be issued in
\nregistered form in denominations of $2,000 and integral multiples of $1,000 in
\nexcess thereof.<\/p>\n SECTION 2.12. Further Issuances<\/u>. The Obligor may issue an unlimited
\nprincipal amount of additional Senior Notes; provided<\/u> that, any such
\nadditional Senior Notes shall have identical terms as the outstanding Senior
\nNotes, other than with respect to the date of issuance, issue price, first
\nInterest Payment Date, interest accrual date and amount of interest payable on
\nthe first Interest Payment Date applicable thereto; provided<\/u>,
\nfurther<\/u>, that any such additional Senior Notes shall be treated as a
\nsingle class with the outstanding Senior Notes for all purposes under this
\nFourth Supplemental Indenture and the Indenture.<\/p>\n SECTION 2.13. Defeasance and Discharge of Covenants upon Deposit of
\nMoneys, U.S. Government Obligations<\/u>. (a) Sub-clause (b) of the first
\nparagraph of Section 3.02 of the Indenture is hereby supplemented to add after
\n“9.07” thereof:<\/p>\n “and Section 2.07 of the Fourth Supplemental Indenture, dated July 20, 2010,
\nbetween the Obligor and the Trustee”<\/p>\n (b) The last sentence of the third to last paragraph of Section 3.02 of the
\nIndenture is hereby supplemented to add to the end thereof: “and the Obligor
\nshall no longer be obligated to make an offer to repurchase Senior Notes under
\nSection 2.07 of the Fourth Supplemental Indenture upon the occurrence of a
\nChange of Control (as defined in the Fourth Supplemental Indenture, dated July
\n20, 2010, between the Obligor and the Trustee).”<\/p>\n SECTION 2.14. Events of Default<\/u>. In addition to the Events of Default
\nset forth in Section 4.01 of the Indenture, the Senior Notes shall include the
\nfollowing additional Event of Default designated as clause (8) of such Section,
\nwhich shall be deemed an Event of Default under Section 4.01 of the Indenture:\n<\/p>\n “(8) a failure by the Obligor to repurchase Senior Notes tendered for
\nrepurchase following the occurrence of a Change of Control Repurchase Event in
\nconformity with Section 2.07 of the Fourth Supplemental Indenture, dated July
\n20, 2010, between the Obligor and the Trustee.”<\/p>\n 7<\/p>\n
\n<\/p>\n SECTION 2.15. Limitation on Liens<\/u>. In addition to the exceptions to
\nthe limitations on liens restrictions set forth in Section 9.06 of the
\nIndenture, the Senior Notes shall include the following additional exception
\ndesignated as clause (10) of such Section:<\/p>\n “(10) liens existing on the date of the Fourth Supplemental Indenture, dated
\nJuly 20, 2010, between the Obligor and the Trustee.”<\/p>\n SECTION 2.16. Effect of Supplemental Indentures<\/u>. The Senior Notes
\nshall not be subject to any of the terms and conditions set forth in the First
\nSupplemental Indenture, the Second Supplemental Indenture or the Third
\nSupplemental Indenture. The terms of the First Supplemental Indenture, the
\nSecond Supplemental Indenture and the Third Supplemental Indenture, and the
\nresulting amendments and supplements to the Indenture, shall be disregarded in
\ntheir entirety in determining the rights of Holders of the Senior Notes and the
\nobligations of the Obligor to such Holders and shall only have effect with
\nrespect to the 6.50% Senior Notes due 2017, the 4.45% Senior Notes due 2012 and
\nthe 5.50% Senior Notes due 2015, respectively. This Fourth Supplemental
\nIndenture shall be read to amend and supplement the Indenture only with respect
\nto the Senior Notes and shall not be read to otherwise have any effect on the
\nterms of the Indenture, the 6.50% Senior Notes due 2017, the 4.45% Senior Notes
\ndue 2012, the 5.50% Senior Notes due 2015 or any other series of notes issued
\npursuant to the Indenture.<\/p>\n [SIGNATURE PAGE FOLLOWS]<\/p>\n 8<\/p>\n
\n\n\n\n| <\/td>\n | \n AGILENT TECHNOLOGIES INC.,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By<\/p>\n<\/td>\n | \n \/s\/ Hilliard C. Terry, III<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Hilliard C. Terry, III<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Vice President, Treasurer<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n U.S. BANK NATIONAL ASSOCIATION,
\nas Trustee<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By<\/p>\n<\/td>\n | \n \/s\/ Paula Oswald<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Paula Oswald<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n [Signature Page to Fourth Supplemental Indenture]<\/em>\n<\/p>\n
\n<\/p>\n EXHIBIT A<\/strong><\/p>\nForm of Senior Note<\/u><\/p>\n THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN.\n<\/p>\n UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
\nDEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO
\nTHE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
\nANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
\nOTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
\nPAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
\nAUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
\nVALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
\nOWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.<\/p>\n TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT
\nIN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR153S
\nNOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
\nTRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
\nREFERRED TO ON THE REVERSE HEREOF.<\/p>\n
\n\n\n\n| <\/p>\n No.<\/p>\n<\/td>\n | \n $<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 2.50% Senior Note due 2013<\/p>\n CUSIP No. 00846U AF8<\/p>\n ISIN No. US00846UAF84<\/p>\n AGILENT TECHNOLOGIES, INC., a Delaware corporation, promises to pay to Cede
\n& Co., or registered assigns, the principal sum listed on the Schedule of
\nIncreases or Decreases in Global Note attached hereto on July 15, 2013.<\/p>\n Interest Payment Dates: January 15 and July 15.<\/p>\n Record Dates: December 31 and June 30.<\/p>\n Additional provisions of this 2013 Senior Note are set forth on the other
\nside of this 2013 Senior Note.<\/p>\n IN WITNESS WHEREOF, the parties have caused this instrument to be duly
\nexecuted.<\/p>\n \n\n\n| <\/td>\n | \n AGILENT TECHNOLOGIES, INC.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n by<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Hilliard C. Terry, III<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Vice President, Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Dated: July 20, 2010<\/p>\n \n\n\n| \n TRUSTEE153S CERTIFICATE OF AUTHENTICATION<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n U.S. BANK NATIONAL ASSOCIATION,<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n as Trustee, certifies that this is one of
\nthe Senior Notes referred
\nto in the Fourth Supplemental Indenture.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n by<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Authorized Signatory<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n<\/p>\n SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE<\/p>\n The initial principal amount of this Global Note is $250,000,000. The
\nfollowing increases or decreases in this Global Note have been made:<\/p>\n \n\n\n| \n Date of
\nExchange<\/strong><\/p>\n<\/td>\n<\/td>\n | \n Amount of decrease in
\nPrincipal Amount of
\nthis Global Note<\/strong><\/p>\n<\/td>\n<\/td>\n | \n Amount of increase in
\nPrincipal Amount of
\nthis Global Note<\/strong><\/p>\n<\/td>\n<\/td>\n | \n Principal amount of this
\nGlobal Note following such
\ndecrease or increase<\/strong><\/p>\n<\/td>\n<\/td>\n | \n Signature of authorized
\nsignatory of Trustee<\/strong><\/p>\n<\/td>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\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
\n<\/p>\n 2.50% Senior Notes due 2013<\/p>\n 1. Interest<\/u><\/p>\n AGILENT TECHNOLOGIES, INC., a Delaware corporation (such corporation, and its
\nsuccessors and assigns under the Indenture hereinafter referred to, being herein
\ncalled the “Obligor”), promises to pay interest on the principal amount of this
\n2013 Senior Note at the rate per annum shown above. The Obligor shall pay
\ninterest semiannually on January 15 and July 15 of each year. Interest on this
\n2013 Senior Note shall accrue from the most recent date to which interest has
\nbeen paid or duly provided for or, if no interest has been paid or duly provided
\nfor, from July 20, 2010 until the principal hereof is due. Interest shall be
\ncomputed on the basis of a 360-day year of twelve 30-day months. The Obligor
\nshall pay interest on overdue principal at the rate borne by this 2013 Senior
\nNote plus 2% per annum, and it shall pay interest on overdue installments of
\ninterest at the same rate to the extent lawful.<\/p>\n 2. Method of Payment<\/u><\/p>\n The Obligor shall pay interest on this 2013 Senior Note (except defaulted
\ninterest) to the Persons who are registered Holders at the close of business on
\nthe Record Date. Holders must surrender this 2013 Senior Note to a Paying Agent
\nto collect principal payments. Payments in respect of this 2013 Senior Note
\nrepresented by a Global Note (including principal, premium, if any, and
\ninterest) shall be made in immediately available funds to DTC or its nominees,
\nas the case may be, as the Holder of such Global Note. The Obligor will make all
\npayments in respect of any certificated 2013 Senior Note (including principal,
\npremium, if any, and interest) at the office of the Paying Agent, except that,
\nat the option of the Obligor, payment of interest may be made by mailing a check
\nto the registered address of each Holder thereof or, upon request of a Holder of
\nat least $1,000,000 aggregate principal amount of 2013 Senior Notes, by wire
\ntransfer to an account located in the United States by the payee.<\/p>\n 3. Paying Agent and Registrar<\/u><\/p>\n Initially, U.S. Bank National Association, a United States banking
\nassociation (the “Trustee”), will act as Paying Agent and Registrar. The Obligor
\nmay act as Paying Agent.<\/p>\n 4. Indenture<\/u><\/p>\n The Obligor issued this 2013 Senior Note under an Indenture dated as of
\nOctober 24, 2007 (the “Base Indenture”), between the Obligor and the Trustee, as
\nsupplemented by the Fourth Supplemental Indenture, dated as of July 20, 2010
\n(the “Fourth Supplemental Indenture and, together with the Base Indenture, the
\n“Indenture”), between the Obligor and the Trustee. Capitalized terms used herein
\nare used as defined in the Indenture unless otherwise indicated. The terms of
\nthis 2013 Senior Note include those stated in the Indenture, and those made part
\nof the Indenture by reference to the Trust Indenture Act of 1939 (15
\nU.S.C.<\/u> \u00a7 \u00a7 77aaa 77bbbb) as in effect on the date of the Indenture (the
\n“TIA”). Terms defined in the Indenture and not defined herein have the meanings
\nascribed thereto in the Indenture. This 2013 Senior Note is subject to all terms
\nand provisions of the Indenture, and Holders (as defined in the Indenture) are
\nreferred to the Indenture and the TIA for a statement of such terms and
\nprovisions. In the event of a conflict between any provision of this 2013 Senior
\nNote and the Indenture, the Indenture shall govern such provision.<\/p>\n This 2013 Senior Note is a senior unsecured obligation of the Obligor of
\nwhich an unlimited aggregate principal amount may be at any one time
\nOutstanding. The Indenture imposes certain limitations on the ability of the
\nObligor and its Subsidiaries to, among other things, create or incur Liens and
\nenter into certain Sale-Leaseback Transactions. The Indenture also imposes
\nlimitations on the ability of the Obligor to consolidate or merge with or into
\nany other Person or convey, transfer or lease all or substantially all its
\nproperty.<\/p>\n
\n<\/p>\n 5. Optional Redemption<\/u><\/p>\n The Obligor may redeem this 2013 Senior Note at its option at any time in
\nwhole or in part. If the Obligor elects to redeem this 2013 Senior Note, it will
\npay a Redemption Price equal to the greater of the following amounts, plus, in
\neach case, accrued and unpaid interest thereon to, but not including, the
\nRedemption Date:<\/p>\n – 100% of the aggregate principal amount of this 2013 Senior Note; or<\/p>\n – the sum of the present values of the Remaining Scheduled Payments. In
\ndetermining the present values of the Remaining Scheduled Payments the Obligor
\nshall discount such payments to the Redemption Date on a semi-annual basis
\n(assuming a 360-day year consisting of twelve 30-day months) at a discount rate
\nequal to the Treasury Rate plus 25 basis points.<\/p>\n 6. Sinking Fund<\/u><\/p>\n This 2013 Senior Note is not subject to any sinking fund.<\/p>\n 7. Notice of Redemption<\/u><\/p>\n If the Obligor elects to redeem this 2013 Senior Note, it shall furnish the
\nTrustee, at least 45 days (or such shorter period as shall be acceptable to the
\nTrustee, but in no event less than 30 days) but not more than 60 days before the
\nRedemption Date, an Officer153s Certificate setting forth (1) the Redemption Date
\nand (2) the CUSIP and\/or ISIN numbers of this 2013 Senior Note.<\/p>\n Notice of redemption of this 2013 Senior Note, either in whole or in part,
\nshall be given to the Holder thereof at the option of the Obligor by first-class
\nmail, postage prepaid, mailed not fewer than 30 nor more than 60 days prior to
\nthe Redemption Date to such Holder at such Holder153s last address appearing in
\nthe Security Register for the 2013 Senior Notes.<\/p>\n 8. Repurchase of this 2013 Senior Note at the Option of Holders upon
\nChange of Control Repurchase Event<\/u><\/p>\n If a Change of Control Repurchase Event occurs, unless the Obligor has
\nexercised its right to redeem this 2013 Senior Note as described in the
\nIndenture, the Obligor shall be required to make an offer to the Holder of this
\n2013 Senior Note to repurchase all or any part (in excess of $2,000 and in
\nintegral multiples of $1,000) of this 2013 Senior Note at a repurchase price in
\ncash equal to 101% of the aggregate principal amount of such percentage of this
\n2013 Senior Note plus any accrued and unpaid interest on the portion of this
\n2013 Senior Note so repurchased to, but not including, the date of repurchase,
\nas provided in, and subject to the terms of, the Indenture.<\/p>\n 9. Denominations; Transfer; Exchange<\/u><\/p>\n 2013 Senior Notes may be issued in registered form in denominations of $2,000
\nand integral multiples of $1,000 in excess thereof. A Holder may transfer or
\nexchange this 2013 Senior Note in accordance with the Indenture. Upon any
\ntransfer or exchange, the Obligor and the Trustee may require a Holder, among
\nother things, to furnish appropriate endorsements or transfer documents and to
\npay any taxes required by law or permitted by the Indenture. The Obligor need
\nnot register the transfer of or exchange this 2013 Senior Note if selected for
\nredemption (except, in the event it will be redeemed in part, the portion not to
\nbe redeemed), or to transfer or exchange this 2013 Senior Note for a period of
\n15 days prior to a selection of 2013 Senior Notes to be redeemed.<\/p>\n 10. Persons Deemed Owners<\/u><\/p>\n With certain exceptions, the registered Holder of this 2013 Senior Note may
\nbe treated as the owner of it for all purposes.<\/p>\n
\n<\/p>\n 11. Unclaimed Money<\/u><\/p>\n If money for the payment of principal or interest, if any, remains unclaimed
\nfor two years, the Trustee shall pay the money back to the Obligor at its
\nrequest. After any such payment, Holders entitled to the money must look to the
\nObligor for payment as unsecured general creditors and the Trustee and the
\nPaying Agent shall have no further liability with respect to such monies.<\/p>\n 12. Discharge and Defeasance<\/u><\/p>\n Subject to certain conditions, the Obligor at any time may terminate some of
\nor all its obligations under this 2013 Senior Note and the Indenture if the
\nObligor deposits with the Trustee U.S. dollars or non-callable U.S. Government
\nObligations for the payment of principal of, premium, if any, and interest on,
\nthis 2013 Senior Note to redemption or maturity, as the case may be.<\/p>\n 13. Amendment, Waiver<\/u><\/p>\n Subject to certain exceptions set forth in the Indenture, (i) the Indenture
\nmay be amended under certain circumstances with the written consent of the
\nHolders of at least a majority in aggregate principal amount of the Outstanding
\n2013 Senior Notes and (ii) certain defaults may be waived with the written
\nconsent of the Holders of at least a majority in principal amount of the
\nOutstanding 2013 Senior Notes. Subject to certain exceptions set forth in the
\nIndenture, without the consent of the Holders of any 2013 Senior Notes, the
\nObligor and the Trustee may amend the Indenture: (i) to evidence the succession
\nof another Person to the Obligor and the assumption by any such successor of the
\ncovenants of the Obligor under the Indenture and the 2013 Senior Notes; (ii) to
\nadd to the covenants of the Obligor for the benefit of Holders of the 2013
\nSenior Notes or to surrender any right or power conferred upon the Obligor;
\n(iii) to add any additional events of default for the benefit of Holders of the
\n2013 Senior Notes; (iv) to add to or change any of the provisions of the
\nIndenture as necessary to permit or facilitate the issuance of 2013 Senior Notes
\nin bearer form, registrable or not registrable as to principal, and with or
\nwithout interest coupons, or to permit or facilitate the issuance of 2013 Senior
\nNotes in uncertificated form; (v) to secure the 2013 Senior Notes; (vi) to add
\nor appoint a successor or separate Trustee; (vii) to cure any ambiguity, defect
\nor inconsistency; (viii) to supplement any of the provisions of the Indenture as
\nnecessary to permit or facilitate the defeasance and discharge of 2013 Senior
\nNotes, provided that the interests of the holders of the 2013 Senior Notes are
\nnot adversely affected in any material respect; (ix) to make any other change
\nthat would not adversely affect the Holders of the 2013 Senior Notes in any
\nmaterial respect; (x) to make any change necessary to comply with any
\nrequirement of the Commission in connection with the qualification of the
\nIndenture or any supplemental Indenture under the TIA; and (xi) to conform the
\nIndenture to the section entitled “Description of Notes” in the prospectus
\nsupplement dated July 13, 2010 relating to the 2013 Senior Notes.<\/p>\n 14. Defaults and Remedies<\/u><\/p>\n If any Event of Default (other than an Event of Default relating to certain
\nevents of bankruptcy, insolvency or reorganization of the Obligor) with respect
\nto this 2013 Senior Note occurs and is continuing, then either the Trustee or
\nthe Holders of not less than 25% in aggregate principal amount of the
\nOutstanding 2013 Senior Notes may declare the principal of all Outstanding 2013
\nSenior Notes, and the interest to the date of acceleration, if any, accrued
\nthereon, to be immediately due and payable by notice in writing to the Obligor
\n(and to the Trustee if given by Holders) specifying the Event of Default. If an
\nEvent of Default relating to a merger or certain events of bankruptcy,
\ninsolvency or reorganization of the Obligor occurs, then the principal amount of
\nall the 2013 Senior Notes then Outstanding and interest accrued thereon, if any,
\nwill become and be immediately due and payable without any declaration or other
\nact on the part of the Trustee or the Holders of the 2013 Senior Notes, to the
\nfull extent permitted by applicable law.<\/p>\n
\n<\/p>\n Under certain circumstances, the Holders of a majority in principal amount of
\nthe Outstanding 2013 Senior Notes may rescind any such acceleration with respect
\nto the 2013 Senior Notes and its consequences.<\/p>\n No Holder of this 2013 Senior Note may institute any action, unless and
\nuntil: (i) such Holder has given the Trustee written notice of a continuing
\nEvent of Default with respect to the 2013 Senior Notes; (ii) the Holders of at
\nleast 25% in aggregate principal amount of the Outstanding 2013 Senior Notes
\nhave made a written request to the Trustee to institute proceedings in respect
\nof such Event of Default in its own name as Trustee hereunder; (iii) such Holder
\nor Holders has or have offered the Trustee such reasonable indemnity against the
\ncosts, expenses and liabilities to be incurred in compliance with such request;
\n(iv) the Trustee has failed to institute any such proceeding for 60 days after
\nits receipt of such notice, request and offer of indemnity; and (v) no
\ninconsistent direction has been given to the Trustee during such 60-day period
\nby the Holders of a majority in aggregate principal amount of the Outstanding
\n2013 Senior Notes. These limitations do not apply to a suit instituted by a
\nHolder of any 2013 Senior Notes for enforcement of payment of the principal of,
\nand premium, if any, or interest on, such 2013 Senior Notes on or after the
\nrespective due dates expressed in such 2013 Senior Notes.<\/p>\n 15. Trustee Dealings with the Obligor<\/u><\/p>\n Subject to certain limitations imposed by the TIA, the Trustee under the
\nIndenture, in its individual or any other capacity, may become the owner or
\npledgee of this 2013 Senior Note and may otherwise deal with the Obligor with
\nthe same rights it would have if it were not Trustee.<\/p>\n 16. Authentication<\/u><\/p>\n This 2013 Senior Note shall not be valid until an authorized signatory of the
\nTrustee (or an authenticating agent) manually signs the certificate of
\nauthentication on the other side of this 2013 Senior Note.<\/p>\n 17. Governing Law<\/u><\/p>\n THIS 2013 SENIOR NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
\nACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.<\/strong><\/p>\n18. CUSIP and ISIN Numbers<\/u><\/p>\n The Obligor has caused CUSIP and ISIN numbers to be printed on this 2013
\nSenior Note and has directed the Trustee to use CUSIP and ISIN numbers in
\nnotices of redemption as a convenience to Holders. No representation is made as
\nto the accuracy of such numbers either as printed on this 2013 Senior Note or as
\ncontained in any notice of redemption and reliance may be placed only on the
\nother identification numbers placed thereon.<\/p>\n The Obligor will furnish to any Holder of this 2013 Senior Note upon
\nwritten request and without charge to the Holder a copy of the Indenture which
\nhas in it the text of this 2013 Senior Note.<\/strong><\/p>\n
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