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Exhibit 4.01  


AGILENT
TECHNOLOGIES, INC.

(as Obligor) 


and



U.S. BANK
NATIONAL ASSOCIATION

(as Trustee) 


Indenture 


Dated
as of October 24, 2007 


DEBT
SECURITIES 








  



 
 

TABLE OF CONTENTS    
    



	 
	 	 
	 	Page

	 ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	
 SECTION 1.01.	
 	

Definitions	
 	

1
	SECTION 1.02.	 	Officer's Certificates and Opinions	 	7
	SECTION 1.03.	 	Form of Documents Delivered to Trustee	 	7
	SECTION 1.04.	 	Acts of Holders	 	7
	SECTION 1.05.	 	Notices, Etc., to Trustee and Obligor	 	8
	SECTION 1.06.	 	Notice to Holders; Waiver	 	8
	SECTION 1.07.	 	Conflict with Trust Indenture Act	 	9
	SECTION 1.08.	 	Effect of Headings and Table of Contents	 	9
	SECTION 1.09.	 	Successors and Assigns	 	9
	SECTION 1.10.	 	Separability Clause	 	9
	SECTION 1.11.	 	Benefits of Indenture	 	9
	SECTION 1.12.	 	Governing Law	 	9
	SECTION 1.13.	 	Counterparts	 	9
	SECTION 1.14.	 	Legal Holidays	 	9
	
 ARTICLE II

THE NOTES
	
 SECTION 2.01.	
 	

Form and Dating	
 	

10
	SECTION 2.02.	 	Execution and Authentication	 	12
	SECTION 2.03.	 	Temporary Notes	 	13
	SECTION 2.04.	 	Registration, Transfer and Exchange	 	13
	SECTION 2.05.	 	Mutilated, Destroyed, Lost and Stolen Notes	 	15
	SECTION 2.06.	 	Payment of Interest; Interest Rights Preserved	 	16
	SECTION 2.07.	 	Persons Deemed Owners	 	17
	SECTION 2.08.	 	Cancellation	 	17
	SECTION 2.09.	 	Computation of Interest	 	17
	SECTION 2.10.	 	CUSIP Numbers	 	17
	
 ARTICLE III

DISCHARGE OF INDENTURE
	
 SECTION 3.01.	
 	

Discharge of Indenture	
 	

17
	SECTION 3.02.	 	Defeasance and Discharge of Covenants upon Deposit of Moneys, U.S. Government Obligations	 	18
	SECTION 3.03.	 	Application of Trust Money	 	20
	SECTION 3.04.	 	Paying Agent to Repay Moneys Held	 	20
	SECTION 3.05.	 	Return of Unclaimed Amounts	 	20
	SECTION 3.06.	 	Reinstatement	 	20
	
 ARTICLE IV

REMEDIES
	
 SECTION 4.01.	
 	

Events of Default	
 	

21
	SECTION 4.02.	 	Acceleration of Maturity; Rescission and Annulment	 	22
	SECTION 4.03.	 	Collection of Indebtedness and Suits for Enforcement	 	22
	SECTION 4.04.	 	Trustee May File Proofs of Claim	 	23
	SECTION 4.05.	 	Trustee May Enforce Claims Without Possession of Notes	 	24
	SECTION 4.06.	 	Application of Money Collected	 	24
	 	 	 	 	 





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	SECTION 4.07.	 	Limitation on Suits	 	24
	SECTION 4.08.	 	Unconditional Right of Holders to Receive Payment of Principal, Premium and Interest	 	24
	SECTION 4.09.	 	Restoration of Rights and Remedies	 	25
	SECTION 4.10.	 	Rights and Remedies Cumulative	 	25
	SECTION 4.11.	 	Delay or Omission Not Waiver	 	25
	SECTION 4.12.	 	Control by Holders	 	25
	SECTION 4.13.	 	Waiver of Past Defaults	 	25
	SECTION 4.14.	 	Undertaking for Costs	 	26
	SECTION 4.15.	 	Waiver of Stay or Extension Laws	 	26
	
 ARTICLE V

THE TRUSTEE
	
 SECTION 5.01.	
 	

Certain Duties and Responsibilities of Trustee	
 	

26
	SECTION 5.02.	 	Notice of Defaults	 	27
	SECTION 5.03.	 	Certain Rights of Trustee	 	27
	SECTION 5.04.	 	Not Responsible for Recitals or Issuance of Notes	 	28
	SECTION 5.05.	 	May Hold Notes	 	28
	SECTION 5.06.	 	Money Held in Trust	 	28
	SECTION 5.07.	 	Compensation and Reimbursement	 	28
	SECTION 5.08.	 	Disqualification; Conflicting Interests	 	29
	SECTION 5.09.	 	Corporate Trustee Required; Eligibility	 	29
	SECTION 5.10.	 	Resignation and Removal; Appointment of Successor	 	29
	SECTION 5.11.	 	Acceptance of Appointment by Successor	 	30
	SECTION 5.12.	 	Merger, Conversion, Consolidation or Succession to Business	 	31
	SECTION 5.13.	 	Preferential Collection of Claims Against Obligor	 	31
	SECTION 5.14.	 	Appointment of Authenticating Agent	 	32
	
 ARTICLE VI

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OBLIGOR
	
 SECTION 6.01.	
 	

Obligor to Furnish Trustee Names and Addresses of Holders	
 	

33
	SECTION 6.02.	 	Preservation of Information; Communications to Holders	 	33
	SECTION 6.03.	 	Reports by Trustee	 	33
	SECTION 6.04.	 	Reports by Obligor	 	34
	SECTION 6.05.	 	Compliance Certificate	 	34
	
 ARTICLE VII

CONSOLIDATION, MERGER OR TRANSFER
	
 SECTION 7.01.	
 	

When Obligor May Merge or Transfer Assets	
 	

35
	SECTION 7.02.	 	Successor Entity Substituted	 	35
	
 ARTICLE VIII

SUPPLEMENTAL INDENTURES
	
 SECTION 8.01.	
 	

Supplemental Indentures without Consent of Holders	
 	

35
	SECTION 8.02.	 	Supplemental Indentures with Consent of Holders	 	36
	SECTION 8.03.	 	Execution of Supplemental Indentures	 	36
	SECTION 8.04.	 	Effect of Supplemental Indentures	 	37
	SECTION 8.05.	 	Conformity with Trust Indenture Act	 	37
	SECTION 8.06.	 	Documents to Be Given to Trustee	 	37
	SECTION 8.07.	 	Notation on Notes in Respect of Supplemental Indentures	 	37
	 	 	 	 	 



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 ARTICLE IX

COVENANTS
	
 SECTION 9.01.	
 	

Payment of Principal, Premium and Interest	
 	

37
	SECTION 9.02.	 	Maintenance of Office or Agency	 	38
	SECTION 9.03.	 	Money for Note Payments to Be Held in Trust	 	38
	SECTION 9.04.	 	Certificate to Trustee	 	39
	SECTION 9.05.	 	Existence	 	39
	SECTION 9.06.	 	Limitation on Liens	 	39
	SECTION 9.07.	 	Limitation on Sale-Leaseback Transactions	 	40
	
 ARTICLE X

REDEMPTION OF NOTES
	
 SECTION 10.01.	
 	

Optional Redemption	
 	

40
	SECTION 10.02.	 	Mandatory Redemption	 	40




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CROSS-REFERENCE TABLE    
    


        Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: 



	Trust Indenture Act Section:	 	Indenture Section:
	310(a)(1)	 	5.09
	 	(a)(2)	 	5.09
	 	(a)(3)	 	N.A.
	 	(a)(4)	 	N.A.
	 	(b)	 	5.08, 5.10
	 	(c)	 	N.A.
	311(a)	 	5.13
	 	(b)	 	5.13
	 	(c)	 	N.A.
	312(a)	 	6.01, 6.02
	 	(b)	 	6.02
	 	(c)	 	6.02
	313(a)	 	6.03
	 	(b)	 	6.03
	 	(c)	 	6.03
	 	(d)	 	6.03
	314(a)	 	6.04
	 	(a)(1)	 	6.04
	 	(a)(2)	 	6.04
	 	(a)(3)	 	6.04
	 	(a)(4)	 	1.02, 9.04
	 	(b)	 	N.A.
	 	(c)	 	6.04
	 	(c)(1)	 	1.02
	 	(c)(2)	 	1.02
	 	(c)(3)	 	N.A.
	 	(d)	 	N.A.
	 	(e)	 	1.02
	315(a)	 	5.01, 5.03
	 	(b)	 	5.02
	 	(c)	 	5.01
	 	(d)	 	5.03
	 	(e)	 	4.14
	316(a)(1)(A)	 	4.12
	 	(a)(1)(B)	 	4.13
	 	(a)(2)	 	N.A.
	 	(b)	 	4.08
	 	(c)	 	1.04
	317(a)(1)	 	4.03
	 	(a)(2)	 	4.04
	 	(b)	 	9.03
	318(a)	 	1.07





NOTE:
This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. 


N.A.
means Not Applicable. 


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        THIS INDENTURE, between Agilent Technologies, Inc., a Delaware corporation (the "Obligor"), having its principal office at 5301 Stevens Creek Boulevard, Santa Clara,
California 95051 and U.S. Bank National Association, as trustee (the "Trustee"), is made and entered into as of this 24th day of October, 2007. 


 
 

RECITALS OF THE OBLIGOR    



        WHEREAS,
the Obligor has duly authorized the issuance from time to time of its debt securities in one or more series (the "Notes") up to such principal amount or amounts as may
from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Obligor has duly
authorized the execution and delivery of this Indenture; and 


        WHEREAS,
all things necessary to make this Indenture a valid agreement of the Obligor, in accordance with its terms, have been done. 


        NOW,
THEREFORE: 


        In
consideration of the premises and the purchases of the Notes by the Holders (as hereinafter defined) thereof, the Obligor and the Trustee mutually covenant and agree for the
equal and proportionate benefit of the respective Holders from time to time of the Notes or any series thereof as follows: 


 
 

ARTICLE I
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION    



        SECTION 1.01.    Definitions.    For all purposes of this Indenture, and of any indenture supplemental hereto,
except as otherwise expressly provided or unless the context otherwise requires: 


        (1)   the
terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; 



        (2)   all
other terms used herein which are defined in the Trust Indenture Act (as hereinafter defined), either directly or by reference therein, have the meanings
assigned to them therein; 


        (3)   all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; and 


        (4)   all
references in this instrument to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this
instrument as originally executed. The words "herein," "hereof," and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, or
other subdivision. 


        "Act," when used with respect to any Holder, has the meaning specified in Section 1.04. 


        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; and the terms "controlling" and "controlled" have meanings correlative to
the foregoing. 


        "Attributable Debt" has the meaning specified in Section 9.07. 


        "Authenticating Agent" means any Person authorized by the Trustee to authenticate Notes under Section 5.14. 


        "Authentication Order" has the meaning specified in Section 2.02(1). 


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        "Bankruptcy Code" means title 11, U.S. Code, as amended, or any similar state or federal law for the relief
of debtors. 


        "Board of Directors" means (i) the Board of Directors of the Obligor, (ii) any committee of such Board of Directors,
(iii) any committee of officers of the Obligor or (iv) any officer of the Obligor, in the cases of clauses (ii)-(iv), authorized with respect to any matter to exercise the powers
of the Board of Directors of the Obligor. 


        "Board Resolution" means a copy of a resolution certified by the secretary or an assistant secretary of the Obligor to have been duly
adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 


        "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in
New York City are authorized or required by law, regulation or executive order to be closed. 


        "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on
such date. 


        "Company Request" or "Company Order" means a written request or order, respectively,
signed in the name of the Obligor by any Officer thereof and delivered to the Trustee. 


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


        "Corporate Trust Office" means the office of the Trustee in the City of New York at which at any particular time its corporate
trust business shall be principally administered, which office at the date hereof is located at U.S. Bank National Association, 100 Wall Street, Suite 1600, New York, NY
10005, except that with respect to the presentation of Notes for payment or registration of transfer or exchange and with respect to the location of the Security Register, such term shall mean the
office or the agency of the Trustee in the city of Los Angeles, California at which at any particular time its
corporate trust services business shall be conducted, which office at the date hereof is located at U.S. Bank National Association, 633 West Fifth Street,
24th Floor, Los Angeles, California 90071, Attention: Corporate Trust Services (Agilent Technologies, Inc.). 


        "Covenant Defeasance" has the meaning specified in Section 3.02. 



        "Custodian" means the Person appointed by the Obligor to act as custodian for the Depositary, which Person shall be the Trustee unless and
until a successor Person is appointed by the Obligor. 


        "Defaulted Interest" has the meaning specified in Section 2.06(2). 


        "Definitive Note" means a certificated Note registered in the name of the Holder thereof and issued in accordance with
this Indenture. 


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        "Depositary" means with respect to the Notes of any series issuable or issued in whole or in part in global form, the Person designated as
Depositary for such series by the Obligor pursuant to Section 2.01 or 2.04, unless and until a successor Depositary for such series shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" with respect to the Notes of a series shall mean or include each Person who is then a Depositary hereunder with respect to such series. 



        "Discharged" has the meaning specified in Section 3.02. 


        "DTC" has the meaning specified in Section 2.04(2). 


        "Event of Default" has the meaning specified in Section 4.01. 


        "Exchange Act" means the U.S. Securities Exchange Act of 1934 (or any successor Act), as amended, and the rules and
regulations of the Commission promulgated thereunder. 


        "GAAP" means generally accepted accounting principles in the United States of America in effect on the date of the Indenture and
from time to time. 


        "Global Note" means each note in global form issued in accordance with this Indenture and bearing the Global Note Legend. 


        "Global Note Legend" means the legend set forth in Section 2.01(2), which is required to be placed on all Global Notes issued
pursuant to this Indenture. 


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


        "Holder" and "Holder of Notes" means a Person in whose name a Note is registered in the
Security Register. 


        "Incur" means issue, assume, guarantee or otherwise become liable for. 



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


        "Indenture" or "this Indenture" means this Indenture, as amended or supplemented from time
to time. 


        "Interest Payment Date," when used with respect to any Note, means the date specified in such Note on which an installment of interest on
such Note is scheduled to be paid. 


        "Issue Date" of any Note (or portion thereof) means the earlier of (a) the date of such Note or (b) the date of any
Note (or portion thereof) for which such Note was issued (directly or indirectly) on registration of transfer, exchange or substitution. 


        "Legal Defeasance" has the meaning specified in Section 3.02. 


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        "Maturity," when used with respect to any Note, means the date on which all or a portion of the principal amount outstanding under such
Note becomes due and payable, whether on the Maturity Date or by declaration of acceleration, call for redemption, or otherwise. 


        "Maturity Date," when used with respect to any Note or any installment of principal thereof, means the date specified in such Note as the
fixed date on which the principal of such Note or such installment of principal becomes due and payable. 



        "Non-recourse Obligation" means Indebtedness or other obligations substantially related to the acquisition of assets not
previously owned by the Obligor or any direct or indirect Subsidiaries of the Obligor or the financing of a project involving the development or expansion of properties of the Obligor or any direct or
indirect subsidiaries of the Obligor, in each case as to which the obligee with respect to such indebtedness or obligation has no recourse to the Obligor or any direct or indirect Subsidiary of the
Obligor or such Subsidiary's assets other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the
proceeds thereof). 


        "Notes" has the meaning specified in the Recitals of the Obligor on the first page of this Indenture, including any replacement Notes
issued therefor in accordance with this Indenture. 


        "Obligor" means Agilent Technologies, Inc., a Delaware corporation, unless and until a successor entity or assign shall have
assumed the obligations of the Obligor under this Indenture and the Notes and thereafter "Obligor" shall mean such successor entity or assign. 



        "Officer" means the Chairman of the Board, any Vice Chairman, the Chief Executive Officer, the Chief Financial Officer, the President, any
Vice President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Obligor. 


        "Officer's Certificate" means, with respect to any Person, a certificate signed on behalf of such Person by any Officer of such Person
that meets the applicable requirements of this Indenture. 


        "Opinion of Counsel" means, with respect to the Obligor or the Trustee, a written opinion of counsel to the Obligor or the Trustee, as the
case may be, which counsel may be an employee of the Obligor or the Trustee, as the case may be. 


        "Outstanding," when used with respect to the Notes or any series of Notes, means, as of the date of determination, all Notes or all Notes
of such series, as the case may be, theretofore authenticated and delivered under this Indenture, except: 


        (a)   such
Notes or such Notes of such series, as the case may be, theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 



        (b)   such
Notes or such Notes of such series, as the case may be, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore
deposited in trust with the Trustee or with any Paying Agent other than the Obligor, or, if the Obligor shall act as its own Paying Agent, has been set aside and segregated in trust by the Obligor;  provided, in any case, that if such Notes or such Notes of such series, as the case may be, are to be redeemed prior to their Maturity Date, notice of
such redemption has been duly given pursuant to any redemption provision adopted under Section 2.01 of this Indenture or provision therefor satisfactory to the Trustee has been made; 



        (c)   such
Notes or such Notes of such series, as the case may be, in exchange for or in lieu of which other Notes or other Notes of such series, as the case may be, have been
authenticated and delivered pursuant to this Indenture, or which shall have been paid, in each case, pursuant to the terms of Section 2.05 (except with respect to any such Note or any such Note
of such series, as the case may be, as to which proof satisfactory to the Trustee is presented that such Note or such Note of such 


4







 



series,
as the case may be, is held by a person in whose hands such Notes or such Notes of such series, as the case may be, is a legal, valid, and binding obligation of the Obligor); and 


        (d)   solely
to the extent provided in Article III, Notes or Notes of such series, as the case may be, which are subject to Legal Defeasance or Covenant
Defeasance as provided in Section 3.02. In determining whether the Holders of the requisite principal amount of such Notes or Notes of such series, as the case may be, Outstanding have given a
direction concerning the time, method and place of conducting any proceeding for any remedy available to the Trustee, or concerning the exercise of any trust or power conferred upon the Trustee under
this Indenture, or concerning a consent on behalf of the Holders of the Notes or the Holders of the Notes of such series, as the case may be, to the waiver of any past default and its consequences,
Notes or the Notes of such series, as the case may be, owned by the Obligor, any other obligor upon the Notes or Notes of such series, as the case may be, or any Affiliate of the Obligor or such other
obligor shall be disregarded and deemed not to be Outstanding. In determining whether the Trustee shall be protected in relying upon any request, demand, authorization, direction, notice, consent, or
waiver hereunder, only Notes or Notes of such series, as the case may be, which a Responsible Officer assigned to the corporate trust department of the Trustee knows to be owned by the Obligor or any
other obligor upon the Notes or the Notes of such series, as the case may be, or any Affiliate of the Obligor or such other obligor shall be so disregarded. Notes or Notes of such series, as the case
may be, so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right to act as owner with respect to
such Notes or Notes of such series, as the case may be, and that the pledgee is not the Obligor or any other obligor upon the Notes or the Notes of such series, as the case may be, or any Affiliate of
the Obligor or such other obligor. 


        "Paying Agent" means any Person appointed by the Obligor to distribute amounts payable by the Obligor on the Notes. The Obligor may act as
its own Paying Agent. As of the date of this Indenture, the Obligor has appointed the Trustee as Paying Agent with respect to all Notes issuable hereunder. 



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


        "Place of Payment" means the place specified pursuant to Section 9.02. 


        "Predecessor Notes" of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.05 in lieu of a lost, destroyed, mutilated, or stolen Note shall be deemed
to evidence the same debt as the lost, destroyed, mutilated, or stolen Note. 


        "Principal Property" means the Obligor's principal offices in Santa Clara, California, each manufacturing facility, each research and
development facility and each service and support facility (in each case including associated office facilities) located within or outside the territorial limits of the United States of
America owned by the Obligor or any of its wholly owned Subsidiaries, except such as the Obligor's Board of Directors by resolution determines in good faith (taking into account, among other things,
the importance of such property to the business, financial condition and earnings of the Obligor and its Subsidiaries taken as a whole) not to be of material importance to the business of the Obligor
and its Subsidiaries, taken as a whole. 


        "Record Date" means any date as of which the Holder of a Note of any series will be determined for any purpose described herein, such
determination to be made as of the close of business on such date by reference to the Security Register, and in relation to a determination of a payment of an installment of interest on the Notes of
any series, shall have the meaning specified in such series of Notes. 


5







 



        "Redemption Date" when used with respect to any Notes to be redeemed, means the date fixed for such redemption in any notice of redemption
issued pursuant to any redemption provision adopted under Section 2.01 of this Indenture. 



        "Redemption Price" when used with respect to any Notes to be redeemed, means the price specified in any optional redemption provision
pursuant to Section 2.01(1)(v)(f). 


        "Registrar" means the Person who maintains the Security Register, which Person shall be the Trustee unless and until a successor Registrar
is appointed by the Obligor. 


        "Responsible Officer" when used with respect to the Trustee, means any officer of the Trustee having direct responsibility for the
administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and
familiarity with the particular subject. 


        "Sale and Leaseback Transaction" has the meaning specified in Section 9.07. 


        "Securities Act" means the U.S. Securities Act of 1933 (or any successor Act), as amended, and the rules and regulations of
the Commission promulgated thereunder. 


        "Security Register" has the meaning specified in Section 2.04. 



        "Significant Subsidiary" has the meaning set forth in Rule 1-02(w) of Regulation S-X under the
Securities Act. 


        "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 2.06. 


        "Subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership,
association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership,
more than 50% of the general partnership interests are, as of that date, owned, controlled or held by the parent or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries
of the parent. 


        "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as amended, as in
force as of the date hereof; provided that, with respect to every supplemental indenture executed pursuant to this Indenture,
"Trust Indenture Act" or "TIA" shall mean the Trust Indenture Act of 1939, as then in effect. 



        "Trustee" means the Person named as the "Trustee" in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall
mean, or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, "Trustee" as used with respect to the Notes of any series shall mean the Trustee
with respect to the Notes of that series. 


        "U.S. Government Obligations" means (a) securities that are direct obligations of the United States of America, the
payment of which is unconditionally guaranteed by the full faith and credit of the United States of America and (b) securities that are obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed by the full faith and credit of the United States of
America, and also includes depository receipts issued by a bank or trust company as custodian with respect to any of the securities described in the preceding clauses (a) and (b), and
any payment of interest or principal payable under any of the securities described in the preceding clauses (a) and (b) that is held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt, or from any amount received by the custodian in respect of such securities, or 


6







 



from
any specific payment of interest or principal payable under the securities evidenced by such depository receipt. 


        SECTION 1.02.    Officer's Certificates and Opinions.    Every Officer's Certificate, Opinion of Counsel and
other certificate or opinion to be delivered to the Trustee under this Indenture with respect to any action to be taken by the Trustee shall include the following: 


        (1)   a
statement that each individual signing such certificate or opinion has read all covenants and conditions of this Indenture relating to such proposed action, including
the definitions of all applicable capitalized terms; 


        (2)   a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion
are based; 


        (3)   a
statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been complied with; and 


        (4)   a
statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 


        SECTION 1.03.    Form of Documents Delivered to Trustee. 



        (1)   In
any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some
matters and one or more other such Persons as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 


        (2)   Any
certificate or opinion of an officer of the Obligor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
legal counsel, unless such officer knows that any such certificate, opinion, or representation is erroneous. Any opinion of counsel for the Obligor may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or officers of the Obligor, unless such counsel knows that any such certificate, opinion, or representation
is erroneous. 


        (3)   Where
any Person is required to make, give, or execute two or more applications, requests, consents, certificates, statements, opinions, or other instruments under this
Indenture, such instruments may, but need not, be consolidated and form a single instrument. 


        SECTION 1.04.    Acts of Holders. 


        (1)   Any
request, demand, authorization, direction, notice, consent, waiver, or other action provided by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee and (if expressly required by the applicable terms of this Indenture) to the Obligor. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 5.01) conclusive in favor of the Trustee
and the Obligor, if made in the manner provided in this Section 1.04. 


        (2)   The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of
any notary public or other 


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officer
authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an
officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 


        (3)   The
ownership of Notes shall for all purposes be determined by reference to the Security Register, as such register shall exist as of the applicable Record Date. 



        (4)   If
the Obligor shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Obligor may, at its option, by
Board Resolution, fix in advance a Record Date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the
Obligor shall have no obligation to do so. If such Record Date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after such
Record Date, but only the Holders of record at the close of business on such Record Date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of
Notes Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Notes Outstanding shall be
computed as of such Record Date; provided that no such authorization, agreement or consent by the Holders on such Record Date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture not later than six months after such Record Date. 


        (5)   Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind each subsequent Holder of such Note, and each
Holder of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, with respect to anything done or suffered to be done by the Trustee or the Obligor in
reliance upon such action, whether or not notation of such action is made upon such Note. 


        SECTION 1.05.    Notices, Etc., to Trustee and Obligor.    Any request, order, authorization, direction,
consent, waiver or other action to be taken by the Trustee, the Obligor or the Holders hereunder (including any Authentication Order), and any notice to be given to the Trustee or the Obligor with
respect to any action taken or to be taken by the Trustee, the Obligor or the Holders hereunder, shall be sufficient if made in writing and 



        (1)   if
to be furnished or delivered to or filed with the Trustee by the Obligor or any Holder, delivered to the Trustee at its Corporate Trust Office, Attention: Worldwide
Securities Services, or 


        (2)   if
to be furnished or delivered to the Obligor by the Trustee or any Holder, and except as otherwise provided in Section 4.01(3), mailed to the Obligor,
first-class postage prepaid, at the following address: c/o Agilent Technologies, Inc., 5301 Stevens Creek Boulevard, Santa Clara, California 95051, Attention: Treasurer or at any other
address hereafter furnished in writing by the Obligor to the Trustee. 



        SECTION 1.06.    Notice to Holders; Waiver.    Where this Indenture or any Note provides for notice to Holders
of any event, such notice shall be sufficiently given (unless otherwise expressly provided herein or in such Note) if in writing and mailed, first-class postage prepaid, to each Holder affected by
such event, at his or her address as it appears in the Security Register as of the applicable Record Date, if any, not later than the latest date or earlier than the earliest date prescribed by this
Indenture or such Note for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture or any Note provides for notice in any manner, such notice may be waived in writing by
the Person entitled to 


8







 



receive
such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon such waiver. In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or
otherwise, it shall be impractical to mail notice of any event to any Holder when such notice is required to be given pursuant to any provision of this Indenture or the applicable Note, then any
method of notification as shall be satisfactory to the Trustee and the Obligor shall be deemed to be sufficient for the giving of such notice. 


        SECTION 1.07.    Conflict with Trust Indenture Act.    If any provision hereof limits, qualifies or conflicts
with another provision hereof which is required to be included in this Indenture by any of the provisions of the TIA, such required provision shall control. 



        SECTION 1.08.    Effect of Headings and Table of Contents.    The Article and Section headings herein and the
Table of Contents hereof are for convenience only and shall not affect the construction of any provision of this Indenture. 


        SECTION 1.09.    Successors and Assigns.    All covenants and agreements in this Indenture by the Obligor shall
bind its successors and assigns, whether so expressed or not. 



        SECTION 1.10.    Separability Clause.    In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 


        SECTION 1.11.    Benefits of Indenture.    Nothing in this Indenture or in any Notes, express or implied, shall
give to any Person, other than the parties hereto, their successors hereunder, the Authenticating Agent, the Registrar, any Paying Agent, and the Holders of Notes (or such of them as may be
affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture. 


        SECTION 1.12.    Governing Law.    This Indenture shall be governed by and construed in accordance with the
laws of the State of New York. 


        SECTION 1.13.    Counterparts.    This instrument may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original, but all of which shall together constitute but one and the same instrument. 


        SECTION 1.14.    Legal Holidays.    In any case where any Interest Payment Date or Redemption Date or Maturity
Date shall not be a Business Day, then (notwithstanding any other provisions of this Indenture or of the Notes) payment of interest or principal (and premium, if any) need not be made on such
date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, the Redemption Date or Maturity Date,  provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date or Maturity Date, as the case
may be. 


9








  



 
 

ARTICLE II
  THE NOTES    



        SECTION 2.01.    Form and Dating. 


        (1)    General.    



          (i)  The
Notes of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to a Board Resolution
or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may
have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law, stock exchange rule or DTC
rule or usage or with any rules or regulations pursuant thereto, all as may, consistently herewith, be determined by the Officers executing such Notes, as evidenced by their execution of the Notes.
Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated the date of its authentication. The
Obligor shall furnish any such legends to the Trustee in writing. 


         (ii)  The
Definitive Notes, if any, shall be printed, lithographed or engraved or produced by any combination of those methods on steel engraved borders or may be produced in
any other manner permitted by any applicable rule of any securities exchange, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes. 



        (iii)  The
terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Obligor and the Trustee, by their
execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. Nothing in the preceding sentence shall, however, limit the effect of the second
paragraph of Section 2.02(1). However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling. All Notes of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board of
Directors or in any such indenture supplemental hereto. 


        (iv)  No
Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of
authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and
the only evidence, that such Note has been duly authenticated and delivered hereunder. 


         (v)  The
aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series. There
shall be established in or pursuant to a resolution of the Board of Directors and set forth in an Officer's Certificate, or established in one or more indentures supplemental hereto, prior to the
issuance of Notes of any series: 



        (a)   the
title of the Notes of the series (which shall distinguish the Notes of the series from all other Notes); 


        (b)   any
limit upon the aggregate principal amount of the Notes of the series that may be authenticated and delivered under this Indenture (except for Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the series pursuant to Section 2.03, 2.04, 2.05, 8.07 or any optional redemption provision
pursuant to Section 2.01(1)(v)(f)); 


        (c)   the
date or dates on which the principal of the Notes of the series is payable; 




10







 





        (d)   the
rate or rates at which the Notes of the series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Record Dates, if any, for the determination of Holders to whom interest is payable; 


        (e)   the
place or places where the principal of and any premium and interest on the Notes of the series shall be payable; 


        (f)    any
optional redemption and any change of control put provisions; 


        (g)   if
other than the principal amount thereof, the portion of the principal amount of Notes of the series which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 4.02; 


        (h)   the
issue date; 


        (i)    the
issue price (expressed as a percentage of the aggregate principal amount of the Notes) at which the Notes will be issued; 


        (j)    if
the Notes of the series are issuable in whole or in part in the form of Definitive Notes or as one or more Global Notes, and if so, the identity of the Depositary for
such Global Notes if other than DTC; 


        (k)   any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture); 


        (l)    any
Events of Default with respect to the Notes of a particular series if not set forth herein; and 


        (m)  any
covenants of the Obligor with respect to the Notes of a particular series if not set forth herein. 





        Notwithstanding
Section 2.01(1)(v)(b) and unless otherwise expressly provided with respect to a series of Notes, the aggregate principal amount of a series of Notes may be
increased and additional Notes of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased;  provided that, any such additional Notes
shall have identical terms as the outstanding Notes of such series, other than with respect to the date of
issuance, issue price, first Interest Payment Date, interest accrual date and amount of interest payable on the first Interest Payment Date applicable thereto; provided
further, that any such additional Notes shall be treated as a single class with the outstanding Notes of such series for all purposes under this Indenture. 



        (2)    Global Notes.    



          (i)  If
the Obligor shall establish pursuant to Section 2.01(1) above that the Notes of a series or a portion thereof are to be issued in the form of one or more
Global Notes, then the Obligor shall execute and the Trustee shall authenticate and make available for delivery one or more Global Notes that (a) shall represent and shall be denominated in an
amount equal to the aggregate principal amount of all of the Notes of such series issued in such form and not yet cancelled, (b) shall be registered, in the name of
the Depositary designated for such Global Note pursuant to Section 2.04, or in the name of a nominee of such Depositary, (c) shall be deposited with the Trustee, as Custodian for the
Depositary, and (d) shall bear a legend substantially as follows ("Global Note Legend"): 


        THIS
IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. 


        UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK 



11







 




CORPORATION
("DTC"), NEW YORK, NEW YORK, TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN. 


        TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 


         (ii)  Each
Depositary designated pursuant to Section 2.01 or 2.04 for a Global Note must, at the time of its designation and at all times while it serves as
Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation, provided that the Depositary is
required to be so registered in order to act as depositary. 


        (iii)  Any
Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by
adjustments made on the records of the Registrar, as provided in this Indenture. 




        (3)    Trustee's Certificate of Authentication.    


        The
Trustee's Certificate of Authentication shall be in substantially the following form: 


        This
is one of the Notes referred to in the within-mentioned Indenture. 



	 	 	U.S. BANK NATIONAL ASSOCIATION

as Trustee
	
 	
 	

By:	
 	

    
 Authorized Signatory





        SECTION 2.02.    Execution and Authentication. 


        (1)   At
any time and from time to time after the execution and delivery of this Indenture, the Obligor may deliver Notes of any series executed on behalf of the Obligor by
any Officer to the Trustee for authentication, and the Trustee, upon receipt of a written order of the Obligor specifying the principal amount and registered Holder of each Note and whether such Note
shall be a Definitive Note or a Global Note, and signed by an Officer (the "Authentication Order") shall thereupon in accordance with the procedures acceptable to the Trustee set forth in the
Authentication Order, and subject to the provisions hereof, authenticate and deliver such Notes to or upon the written order of the Obligor, without any further action by the Obligor except as set
forth in this Section 2.02. The signature of any Officer on the Notes may be manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the
validity or enforceability of any Note that has been duly authenticated and delivered by the Trustee. In authenticating such Notes and accepting the additional responsibilities under this Indenture in
relation to such Notes, the Trustee shall receive, and (subject to Section 5.01) shall be fully protected in relying upon: 



        (a)   a
copy of the Board Resolution relating to such series; 


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        (b)   an
executed supplemental indenture, if any, and the documentation required to be delivered pursuant to Section 8.06; 


        (c)   an
Officer's Certificate setting forth the form or forms and terms of the Notes of such series pursuant to Section 2.01(1)(v), and prepared in accordance with
Section 1.02; and 


        (d)   an
Opinion of Counsel, prepared in accordance with Section 1.02. 


        (2)   Notes
bearing the manual or facsimile signatures of individuals who were at any time on or after the date hereof the proper officers of the Obligor shall bind the
Obligor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of
such Notes. 


        (3)   The
Notes shall be in fully registered form, without coupons, in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof, unless otherwise
specified in the Officer's Certificate and supplemental indenture relating to a particular series of Notes. 


        SECTION 2.03.    Temporary Notes.    Until certificates representing Notes of a series are ready for delivery,
the Obligor may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate and deliver temporary Notes of such series. Temporary Notes shall be substantially in the form of
certificated Notes but may have variations that the Obligor considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Obligor
shall prepare and the Trustee shall authenticate Definitive Notes of a series in exchange for temporary Notes of such series. Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture. 


        SECTION 2.04.    Registration, Transfer and Exchange. 


        (1)    Securities Register.    The Trustee shall keep a register of
the Notes (the "Security Register") which shall provide for the registration of such Notes, and for transfers of such Notes in accordance with information, if any, to be provided to the Trustee
by the Obligor, subject to such reasonable regulations as the Trustee may prescribe. Such register shall be in written form or in any other form capable of
being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection at the Corporate Trust
Office of the Trustee or at such other office or agency to be maintained by the Obligor pursuant to Section 9.02. 


        Upon
due presentation for registration of transfer of any Note at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Obligor pursuant to
Section 9.02, the Obligor shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of authorized
denominations, of a like aggregate principal amount, series and Maturity Date. 


        (2)    Transfer of Global Notes.    Any other provision of this
Section 2.04 notwithstanding, unless and until it is exchanged in whole or in part for Definitive Notes, a Global Note representing all or a portion of the Notes of a series may not be
transferred except as a whole by the Depositary to a nominee of such Depositary, or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, or by such Depositary or
any such nominee to a successor Depositary or a nominee of such successor Depositary. 


        The
Obligor initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Notes of each series. 


        (3)    Legends.    



        Each
Global Note shall bear the legend specified in clause (i) of Section 2.01(2) on the face thereof. 


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        (4)    Definitive Notes.    



          (i)  Notwithstanding
any other provisions of this Indenture or the Notes, a Global Note may be exchanged for Notes of the same series registered in the names of any Person
designated by the Depositary in the event that (a) the Depositary has notified the Obligor that it is unwilling or unable to continue as Depositary for such Global Note or such Depositary has
ceased to be a "clearing agency" registered under the Exchange Act, at a time when the Depositary is required to be so registered in order to act as depositary, and the Obligor has not appointed a
successor Depositary within 90 days of receiving such notice or of becoming aware of such cessation, (b) an Event of Default has occurred and is continuing with respect to the applicable
Notes, or (c) the Obligor, in its sole discretion, determines that the applicable Notes issued in the form of Global Notes shall no longer be represented by such
Global Notes as evidenced by a Company Order delivered to the Trustee. Any Global Note exchanged pursuant to clause (a) or (c) above shall be so exchanged in whole and not in part and
any Global Note exchanged pursuant to clause (b) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Note issued in exchange for a Global Note of the
same series or any portion thereof shall be a Global Note, provided that any such Note so issued that is registered in the name of a Person other than
the Depositary or a nominee thereof shall not be a Global Note. 


         (ii)  If
at any time the Depositary for the Notes of any series notifies the Obligor that it is unwilling or unable to continue as Depositary for such Notes or if the
Depositary has ceased to be a "clearing agency" registered under the Exchange Act at a time when the Depositary is required to be so registered in order to act as depositary, the Obligor may within
90 days of receiving such notice or of becoming aware of such cessation appoint a successor Depositary with respect to such Notes. 


        (iii)  If,
in accordance with this Section 2.04(4), Notes of any series in global form will no longer be represented by Global Notes, the Obligor will execute, and the
Trustee, upon receipt of an Authentication Order, will authenticate and make available for delivery, Definitive Notes of such series in an aggregate principal amount equal to the principal amount of
the Global Notes of such series, in exchange for such Global Notes. 


        (iv)  If
a Definitive Note is issued in exchange for any portion of a Global Note after the close of business at the office or agency where such exchange occurs on any Record
Date for the payment of interest and before the opening of business at such office or agency on the next succeeding Interest Payment Date, interest shall not be payable on such Interest Payment Date
in respect of such Definitive Notes, but shall be payable on such Interest Payment Date only to the Person to whom interest in respect of such portion of such Global Note is payable in accordance with
the provisions of this Indenture. 


         (v)  Definitive
Notes issued in exchange for a Global Note pursuant to this Section 2.04(4) shall be registered in such names and in such authorized denominations as
the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Definitive
Notes to the Persons in whose names such Notes are so registered. To permit registrations of transfers and exchanges, the Obligor shall execute and the Trustee (or an Authenticating Agent
appointed pursuant to this Indenture) shall authenticate and make available for delivery Definitive Notes at the Registrar's request, and upon direction of the Obligor. No service charge shall be made
for any registration of transfer or exchange, but the Obligor or the Trustee may require payment of a sum sufficient to cover any transfer tax or other governmental charge payable in connection with
any registration of transfer or exchange. 



        (vi)  When
Definitive Notes are presented to the Trustee with a request to register the transfer of such Definitive Notes or to exchange such Definitive Notes for an equal
principal amount of 



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Definitive
Notes of other authorized denominations of the same series, the Trustee shall register the transfer or make the exchange as requested if its requirements for such transaction are met;  provided,
however, that the Definitive Notes surrendered for transfer or exchange shall be duly endorsed
or accompanied by a written instrument of transfer in form reasonably satisfactory to the Obligor and the Trustee, duly executed by the Holder thereof or his attorney duly authorized
in writing. 


       (vii)  At
such time as all interests in Global Notes of any series have either been exchanged for Definitive Notes of such series or cancelled, such Global Notes shall be
cancelled by the Trustee in accordance with the standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a
Global Note of any series is exchanged for Definitive Notes of such series or cancelled, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions
existing between the Depositary and the Custodian, be reduced and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect
such reduction. 




        (5)   Notwithstanding
anything in this Indenture to the contrary, (i) all Notes issued upon any registration of transfer or exchange of Notes shall be the valid
obligations of the Obligor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange, (ii) all
transfers and exchanges of the Notes may be made only in accordance with the procedures set forth in this Indenture, and (iii) the transfer and exchange of a beneficial interest in a Global
Note may only be effected through the Depositary in accordance with the procedures promulgated by the Depositary. 


        (6)   The
Obligor shall not be required to (i) issue, register the transfer of, or exchange any Note during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Notes under any optional redemption provision pursuant to Section 2.01(1)(v)(f) and ending at the close of business on the date
of such mailing or (ii) register the transfer of or exchange any Note so selected for redemption in whole or in part, except, in the case of any Note to be redeemed in part, the portion thereof
not to be redeemed. 


        SECTION 2.05.    Mutilated, Destroyed, Lost and Stolen Notes. 


        (1)   If
(i) any mutilated Note is surrendered to the Trustee, or the Obligor and the Trustee receive evidence to their satisfaction of the destruction, loss or theft
of any Note and (ii) there is delivered to the Obligor and the Trustee such security or indemnity as may be required by them to save each of them harmless from any loss, liability or expense
that they may suffer if such Note is replaced and subsequently presented or otherwise claimed for payment, then, in the absence of notice to the Obligor or the Trustee that such Note has been acquired
by a protected purchaser, the Obligor may in its discretion execute and, upon request of the Obligor, the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a new Note of like tenor, series, Maturity Date, and principal amount, bearing a number not contemporaneously outstanding. 


        (2)   In
case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Obligor in its discretion may, instead of issuing a new
Note, pay such Note. 


        (3)   Upon
the issuance of any new Note under this Section 2.05, the Obligor may require the payment by the Holder thereof of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 


        (4)   Every
new Note issued pursuant to this Section 2.05 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original contractual obligation
of the Obligor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder. 


15









  





        (5)   The provisions of this Section 2.05 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes. 


        SECTION 2.06.    Payment of Interest; Interest Rights Preserved. 


        (1)   Interest
on any Note which is payable and is punctually paid or duly provided for on any Interest Payment Date shall, if so provided in such Note, be paid to the Person
in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the applicable Record Date, notwithstanding any transfer or exchange of such Note subsequent
to such Record Date and prior to such Interest Payment Date (unless, if so provided in such Note, such Interest Payment Date is also the Maturity Date, in which case such interest shall be payable to
the Person to whom principal is payable). 


        (2)   Any
interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered Holder on the applicable Record Date by virtue of his having been such Holder; and, except as hereinafter provided, such Defaulted Interest may be paid
by the Obligor, at its election in each case, as provided in clause (i) or (ii) below: 



          (i)  The
Obligor may elect to make payment of any Defaulted Interest to the Persons in whose names any such Notes (or their respective Predecessor Notes) are
registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Obligor shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each such Note and the date of the proposed payment, and at the same time the Obligor shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Obligor of such Special Record Date and, in the name and at the expense of the Obligor, shall cause notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holder of each such Note at his address as it appears in the
Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Notes (or their
respective Predecessor Notes) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause (ii). 


         (ii)  The
Obligor may make payment of any Defaulted Interest in any other lawful manner if, after notice given by the Obligor to the Trustee of the proposed payment pursuant
to this clause (ii), such manner of payment shall be deemed practicable by the Trustee. 




        (3)   If
any installment of interest on any Note called for redemption pursuant to any optional redemption provision under Section 2.01(1)(v)(f) is due and payable on
or prior to the Redemption Date and is not paid or duly provided for on or prior to the Redemption Date in accordance with the foregoing provisions of this Section 2.06, such interest shall be
payable as part of the Redemption Price of such Notes. 


        (4)   Interest
on Notes may be paid at the office or agency maintained by the Obligor in New York City pursuant to Section 9.02 or, at the Obligor's option,
through DTC, Clearstream Banking, société 


16







 



anonyme,
or Euroclear System to the Person entitled thereto or by such other means as may be specified in the form of such Note. 


        (5)   Subject
to the foregoing provisions of this Section 2.06 and the provisions of Section 2.04, each Note delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 



        SECTION 2.07.    Persons Deemed Owners. 


        (1)   Prior
to due presentment of a Note for registration of transfer, the Obligor, the Trustee, and any agent of the Obligor or the Trustee may treat the Person in whose name
any Note is registered on the Security Register as the owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to Section 2.06) interest,
and for all other purposes whatsoever, whether or not such Note is overdue and neither the Obligor, the Trustee, nor any agent of the Obligor or the Trustee shall be affected by notice to
the contrary. 


        (2)   None
of the Obligor, the Trustee, any Authenticating Agent, any Paying Agent, the Registrar or any Co-Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary. 


        SECTION 2.08.    Cancellation.    All Notes surrendered for payment, redemption, registration of transfer or
exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by it. The Obligor may at any time deliver
to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Obligor may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly
cancelled by the Trustee. Acquisition of such Notes by the Obligor shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are
delivered to the Trustee for cancellation. No Note shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 2.08, except as expressly permitted by
this Indenture. The Trustee shall dispose of all cancelled Notes in accordance with its customary procedures and, upon written request, deliver a certificate of such disposition to the Obligor. 


        SECTION 2.09.    Computation of Interest.    Interest on the Notes shall be calculated on the basis of a
360-day year of twelve 30-day months, unless otherwise specified in the Officer's Certificate and supplemental indenture relating to a particular series of Notes. 


        SECTION 2.10.    CUSIP Numbers.    The Obligor in issuing the Notes may use "CUSIP" and "ISIN" numbers
(if then generally in use), and, if so, the Trustee shall use the CUSIP or ISIN numbers, as the case may be, in notices of redemption as a convenience to Holders;  provided that any such notice may
state that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, as the case may
be, either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes. The Obligor will
promptly notify the Trustee in writing of any change in the CUSIP or ISIN number. 


 
 

ARTICLE III
  DISCHARGE OF INDENTURE    



        SECTION 3.01.    Discharge of Indenture.    This Indenture will be discharged with respect to the Notes of a
series and will cease to be of further effect as to all such Notes (except as to any surviving rights of transfer or exchange of such Notes expressly provided for herein), and the Trustee, on demand 


17







 



of
and at the expense of the Obligor, shall execute proper instruments acknowledging the discharge of this Indenture with respect to the Notes of such series, when 


        (1)   either




          (i)  all
Notes of such series theretofore authenticated and delivered (except (i) mutilated, lost, stolen or destroyed Notes which have been replaced or paid, as
provided in Section 2.05 and (ii) Notes of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Obligor and thereafter
repaid to the Obligor or discharged from such trust, as provided in Section 3.05) have been delivered by the Obligor to the Trustee cancelled or for cancellation; or 


         (ii)  all
such Notes of such series not theretofore delivered to the Trustee cancelled or for cancellation: 



        (a)   have
become due and payable, or 


        (b)   will,
in accordance with their Maturity Date, become due and payable within one year, or 



        (c)   are
to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Obligor, and, in any of the cases described in (a) or (b) above or in this clause (c), the Obligor has irrevocably deposited or caused to
be deposited with the Trustee, as trust funds in trust for the benefit of the Holders of such Notes for that purpose, U.S. dollars or non-callable U.S. Government Obligations
or a combination thereof in such amounts sufficient to pay and discharge the entire indebtedness on the Notes of such series not theretofore delivered to the Trustee cancelled or for cancellation, for
principal of and interest and premium, if any, on the Notes of such series to the date of such deposit (in the case of Notes of such series that have become due and payable), or to the Maturity
Date or the Redemption Date, as the case may be; 





        (2)   the
Obligor has paid or caused to be paid all other sums payable by it with respect to the Notes of such series under this Indenture; 


        (3)   in
the event of a deposit and defeasance under Section 3.01(1)(ii), no Event of Default or event which with notice or lapse of time would become an Event of
Default has occurred and is continuing with respect to the Notes of such series on the date of such deposit; and 



        (4)   the
Obligor has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each stating that all conditions precedent to the discharge of this Indenture
with respect to the Notes of such series have been complied with. 


        Notwithstanding
the discharge of this Indenture with respect to the Notes of such series, the obligations of the Obligor under Section 3.01(1) and the obligations of the
Obligor to the Trustee under Section 5.07 and to any Authenticating Agent under Section 5.14 shall survive, and the obligations of the Trustee under Sections 3.03
and 3.05 shall survive. 


        SECTION 3.02.    Defeasance and Discharge of Covenants upon Deposit of Moneys, U.S. Government
Obligations.    At the Obligor's option, either (a) the Obligor shall be deemed to have been Discharged (as defined below) from its obligations with
respect to the Notes of any series ("Legal Defeasance") and/or (b) the Obligor shall cease to be under any obligation to comply with any term, provision or condition set forth in
Sections 4.01(3), 9.05, 9.06 and 9.07 (and any other Sections, covenants or Events of Default applicable to such Notes that are determined pursuant to Section 2.01
to be subject to this 


18







 



provision)
with respect to the Notes of such series at any time after the applicable conditions set forth below have been satisfied ("Covenant Defeasance"): 


        (1)   The
Obligor shall have deposited or caused to be deposited irrevocably with the Trustee, as trust funds, in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Notes of such series, an amount of money, in cash in U.S. dollars sufficient, or in non-callable U.S. Government Obligations, the
principal of and interest on which, when due, will be sufficient, or a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Notes of such series with respect to principal, premium, if any, and accrued and unpaid
interest to the date of such deposit (in the case of Notes of any series that have become due and payable), or to the Maturity Date or Redemption Date, as the case may be; 


        (2)   No
Event of Default, or event which with notice or lapse of time would become an Event of Default with respect to the Notes of such series, shall have occurred and be
continuing on the date of such deposit or, with respect to an Event of Default described in Section 4.01(5) or (6), at any time in the period ending on the 91st day after the date
of deposit; 


        (3)   The
Obligor shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each stating that all conditions precedent to the defeasance and
discharge contemplated by this Section 3.02 have been complied with, and: 



          (i)  in
the case of an Opinion of Counsel relating to a Legal Defeasance, stating that: 



        (A)  the
Obligor has received from the Internal Revenue Service a ruling, or 


        (B)  since
the date hereof there has been a change in the applicable Federal income tax law, to the effect, in either case, that and based thereon such Opinion of Counsel
shall confirm that the holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same time as would have been the case if such defeasance has not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service
to the same effect or a change in applicable Federal income tax law or related treasury regulations after the date of this Indenture; 




         (ii)  in
the case of an Opinion of Counsel relating to a Covenant Defeasance, stating that the deposit and defeasance contemplated by this Section 3.02 will not cause
the Holders of the Notes of such series to recognize income, gain or loss for Federal income tax purposes as a result of the Obligor's exercise of its option under this Section 3.02
and such Holders will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such option had not been exercised. 




        If
in connection with the exercise by the Obligor of any option under this Section 3.02, any series of Notes is to be redeemed, either notice of such redemption shall have been
duly given pursuant to any redemption provision adopted under Section 2.01 of this Indenture or provision therefor satisfactory to the Trustee shall have been made. 


        If
the Obligor exercises its option under Section 3.02(a), payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Obligor
exercises its option under Section 3.02(b), payment of the Notes may not be accelerated because of an Event of Default specified in Sections 4.01(3) and 4.01(7), and with respect
to Sections 7.01, 9.05, 9.06 and 9.07. 


        Notwithstanding
the exercise by the Obligor of its option under Section 3.02(b) with respect to Section 7.01, the obligation of any successor entity to assume the
obligations to the Trustee under Section 5.07 shall not be discharged. 


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        "Discharged"
means, as to any series of Notes, that the Obligor shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Notes of
such series and to have satisfied all the obligations under this Indenture relating to such series of Notes (and the Trustee, at the expense of the Obligor, shall execute proper instruments
acknowledging the same), except (A) the rights of Holders of Notes of such series to receive, from the trust fund described in clause (1) above, payment of the principal of, premium, if
any, and the interest, if any, on such series of Notes when such payments are due; (B) the Obligor's obligations with respect to such Notes under Sections 2.04, 2.05, 3.02(1), 3.03, and
9.02 and its obligations under Section 5.07; and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder. 


        SECTION 3.03.    Application of Trust Money.    All money and U.S. Government Obligations deposited with
the Trustee pursuant to Section 3.01 or Section 3.02 and all proceeds of such U.S. Government Obligations and the interest thereon shall be held in trust and applied by it,
in accordance with the provisions of this Indenture, to the payment, either directly or through any Paying Agent (including the Obligor acting as its own Paying Agent), as the Trustee may determine,
to the Persons entitled thereto, of the principal, premium, if any, and interest, for whose payment such money and U.S. Government Obligations have been deposited with the Trustee; but such
money and U.S. Government Obligations need not be segregated from other funds except to the extent required by law. 


        SECTION 3.04.    Paying Agent to Repay Moneys Held.    Upon the discharge of this Indenture or a Legal
Defeasance, in each case, with respect to the Notes of a series, all moneys then held by any Paying Agent under the provisions of this Indenture with respect to such Notes (other than the Trustee)
shall, upon demand of the Obligor, be repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such moneys. 


        SECTION 3.05.    Return of Unclaimed Amounts.    Any amounts deposited with or paid to the Trustee or any
Paying Agent for payment of the principal of, premium, if any, or interest on any series of Notes or then held by the Obligor, in trust for the payment of the principal of, premium, if any, or
interest on any series of Notes and not applied but remaining unclaimed by the Holders of such series of Notes for two years after the date upon which the principal of, premium, if any, or interest on
such series of Notes, as the case may be, shall have become due and payable, shall be repaid to the Obligor by the Trustee on demand or (if then held by the Obligor) shall be discharged from
such Trust; and the Holder of any Notes of such series shall thereafter, as an unsecured general creditor, look only to the Obligor for any payment which such Holder may be entitled to collect (until
such time as such unclaimed amounts shall escheat, if at all, to any applicable jurisdiction) and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Obligor as trustee thereof, shall
thereupon cease. Notwithstanding the foregoing, the Trustee or Paying Agent, before being required to make any such repayment, may at the expense of the Obligor cause to be published once a week for
two successive weeks (in each case on any day of the week) in a newspaper printed in the English language and customarily published at least once a day at least five days in each calendar week
and of general circulation in the Borough of Manhattan, in the City and State of New York, a notice that said amounts have not been so applied and that after a date named therein any unclaimed
balance of said amounts then remaining will be promptly returned to the Obligor. 


        SECTION 3.06.    Reinstatement.    If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 3.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Obligor's obligations under this Indenture and the Holders of Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 3.01 until such
time as the Trustee or such Paying Agent is permitted to apply all such money in accordance with Section 3.03. 


20







 


 
 

ARTICLE IV
  REMEDIES    



        SECTION 4.01.    Events of Default.    "Event of Default," wherever used herein, means with respect to Notes of
any series, any of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body): 



        (1)   default
in the payment of any principal of or premium, if any, on the Notes of such series when due (whether at maturity, upon optional redemption or otherwise); 


        (2)   default
in the payment of any interest on any Note of such series, when it becomes due and payable, and continuance of such default for a period of 30 days; 


        (3)   default
in the performance, or breach, of any covenant, warranty or agreement (other than a default or breach under Section 7.01) of the Obligor under this
Indenture in respect of the Notes of such series, and continuance of such default or breach for a period of 90 days after a Notice of Default is given to the Obligor; 



        (4)   a
default in the performance, or breach, of the Obligor's obligations under Section 7.01; 


        (5)   the
entry of an order for relief against the Obligor under the Bankruptcy Code by a court having jurisdiction in the premises or a decree or order by a court having
jurisdiction in the premises adjudging the Obligor as bankrupt or insolvent under any other applicable Federal or state law, or the entry of a decree or order approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the Obligor under the Bankruptcy Code or any other applicable Federal or state law, or appointing a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the Obligor or of any substantial part of their respective properties, or ordering the winding up or liquidation of
their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; 


        (6)   the
consent by the Obligor to the institution of bankruptcy or insolvency proceedings against any of them, or the filing by the Obligor of a petition or answer or
consent seeking reorganization or relief under the Bankruptcy Code or any other applicable Federal or state law, or the consent by the Obligor to the filing of any such petition or to the appointment
of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Obligor or of any substantial part of their respective properties, or the making by the Obligor of
an assignment for the benefit of creditors, or the admission by the Obligor in writing of the Obligor's inability to pay debts generally as they become due, or the taking of corporate action by the
Obligor in furtherance of any such action; and 


        (7)   (a)
a failure to make any payment at maturity, including any applicable grace period, on any Indebtedness of the Obligor (other than Indebtedness of the Obligor owing to
any of its Subsidiaries) outstanding in an amount in excess of $100 million or its foreign currency equivalent at the time and continuance of this failure to pay or (b) a default on any
indebtedness of the Obligor (other than Indebtedness owing to any of its Subsidiaries), which default results in the acceleration of such Indebtedness in an amount in excess of $100 million or
its foreign currency equivalent at the time without such Indebtedness having been discharged or the acceleration having been cured, waived, rescinded or annulled, in the case of clause (a)
or (b) above; provided, however, that if any failure, default or acceleration referred to in
clauses 7(a) or (b) ceases or is cured, waived, rescinded or annulled, then the event of default under the Indenture will be deemed cured. 


        A
default under clauses (3) above is not an Event of Default until the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes of such series then
outstanding notify the Obligor of the default and the Obligor does not cure such default within the time specified after 


21







 



receipt
of such notice. Such notice must specify the default, demand that it be remedied and state that such notice is a "Notice of Default." 


        The
Obligor shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officer's Certificate of any event that with the giving of
notice or the lapse of time or both would become an Event of Default, its status and what action the Obligor is taking or proposes to take with respect thereto. Upon becoming aware of any default or
Event of Default, the Obligor is required to deliver to the Trustee a statement specifying such default or Event of Default. 


        SECTION 4.02.    Acceleration of Maturity; Rescission and Annulment. 


        (1)   If
any Event of Default (other than an Event of Default specified in clause (5) or (6) of Section 4.01) with respect to the Notes of any series
occurs and is continuing, then either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes of such series may declare the principal of all Outstanding
Notes of such series, and the interest to the date of acceleration, if any, accrued thereon, to be immediately due and payable by notice in writing to the Obligor (and to the Trustee if given
by Holders) specifying the event of default. If an Event of Default described in clause (5) or (6) of Section 4.01 occurs, then the principal amount of all the Notes then
outstanding and interest accrued thereon, if any, will become and be immediately due and payable without any declaration or other act on the part of the Trustee or the Holders of the Notes, to the
full extent permitted by applicable law. 


        (2)   At
any time after such a declaration of acceleration has been made with respect to the Notes of any series and before a judgment or decree for payment of the money due
has been obtained by the Trustee as hereinafter in this Article IV provided, the Holders of a majority in aggregate principal amount of the Outstanding Notes of such series by written notice to
the Obligor and the Trustee, may rescind and annul such declaration or waive past defaults and their consequences, except with respect to a default in respect of a covenant or provision of this
Indenture which cannot be modified or amended without the consent of the Holder of each Outstanding Note affected thereby, if: 



          (i)  the
Obligor has paid or deposited with the Trustee a sum sufficient to pay: 



        (a)   all
overdue installments of interest, if any, on such series of Notes, 



        (b)   the
principal of (and premium, if any, on) any such series of Notes which have become due otherwise than by such declaration of acceleration, and interest thereon
at the rate prescribed therefor by the Notes of such series, to the extent that payment of such interest is lawful, 


        (c)   interest
on overdue installments of interest at the rate prescribed therefor by the Notes of such series to the extent that payment of such interest is
lawful, and 



        (d)   the
reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and all other amounts due the Trustee under
Section 5.07; and 




         (ii)  all
Events of Default, other than the nonpayment of the principal, premium or interest of the Notes of such series which have become due solely by such acceleration,
have been cured or waived as provided in Section 4.13. 




        (3)   No
such rescission shall affect any subsequent default or impair any right consequent thereon. 


        SECTION 4.03.    Collection of Indebtedness and Suits for Enforcement. 


        (1)   The
Obligor covenants that if: 



          (i)  default
is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payable; or 



22







 

         (ii)  default
is made in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof; and 


        (iii)  any
such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes,
the Obligor will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes of such series, the whole amount then due and payable on all Notes of such series for principal
(and premium, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if
any) and upon overdue installments of interest at the rate of interest prescribed therefor by the Notes of such series; and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under
Section 5.07. 




        (2)   If
the Obligor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor or any other obligor upon such Notes and
collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor or any other obligor upon such Notes, wherever situated. 


        (3)   If
an Event of Default occurs and is continuing with respect to any series of Notes, the Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 


        SECTION 4.04.    Trustee May File Proofs of Claim. 


        (1)   In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial proceeding
relative to the Obligor or any obligor upon the Notes or the property of the Obligor or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Obligor for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceedings or otherwise: 



          (i)  to
file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes, and to file such other papers or
documents as may be necessary and advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements, and advances of the Trustee, its
agents and counsel, and all other amounts due the Trustee under Section 5.07) and of the Holders allowed in such judicial proceedings; and 



         (ii)  to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee
and its agent and counsel, and any other amounts due the Trustee under Section 5.07. 




        (2)   Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or 


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composition
affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 


        SECTION 4.05.    Trustee May Enforce Claims Without Possession of Notes.    All rights of action and claims
under this Indenture or the Notes of any series may be prosecuted and enforced by the Trustee without the possession of any of the Notes of such series or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment
of the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, be for the ratable benefit of the Holders of the Notes of such series. 


        SECTION 4.06.    Application of Money Collected.    Any money collected by the Trustee from the Obligor
pursuant to this Article IV shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, premium,
if any, or interest, if any, upon presentation of the Notes of any series and the notation thereon of the payment, if only partially paid, and upon surrender thereof, if fully paid: 


        FIRST:
To the payment of all amounts due the Trustee under Section 5.07. 


        SECOND:
To the payment of the amounts then due and unpaid upon such series of Notes for principal, premium, if any, and interest, in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind. 


        THIRD:
To the Obligor. 


        SECTION 4.07.    Limitation on Suits.    No Holder of any Note of any series may institute any action under
this Indenture, unless and until: 


        (1)   such
Holder has given the Trustee written notice of a continuing Event of Default with respect to the Notes of such series; 



        (2)   the
Holders of at least 25% in aggregate principal amount of the Outstanding Notes of such series have made a written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder; 


        (3)   such
Holder or Holders has or have offered the Trustee such reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with
such request; 


        (4)   the
Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity; and 



        (5)   no
inconsistent direction has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the
Outstanding Notes of such series; 


        it
being understood and intended that no one or more Holders of Notes of any series shall have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holders of Notes of such series, or to obtain or to seek to obtain priority or preference over any other such Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the equal and proportionate benefit of all the Holders of all Notes of such series. 



        SECTION 4.08.    Unconditional Right of Holders to Receive Payment of Principal, Premium and
Interest.    Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal, premium, if any, and (subject to Section 2.06) interest on such Note on or after the Maturity Date (or, in the case of redemption, on or after the Redemption Date) and
to institute suit for the enforcement of any such 


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payment
on or after such respective date, and such right shall not be impaired or affected without the consent of such Holder. 


        SECTION 4.09.    Restoration of Rights and Remedies.    If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Obligor, the Trustee and the
Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted. 


        SECTION 4.10.    Rights and Remedies Cumulative.    Except as provided in Section 2.05(5), no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right or remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 


        SECTION 4.11.    Delay or Omission Not Waiver.    No delay or omission of the Trustee or of any Holder of any
Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every
right and remedy given by this Article IV or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be. 


        SECTION 4.12.    Control by Holders.    The Holders of not less than a majority in aggregate principal amount
of the Outstanding Notes of any series shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee with respect to the Notes of such series; provided that: 


        (1)   the
Trustee is offered reasonable indemnity against any loss, liability or expense; 


        (2)   the
Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not
lawfully be taken or would conflict with this Indenture or if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would involve it in personal
liability or be unjustly prejudicial to the Holders not taking part in such direction; and 


        (3)   the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 


        SECTION 4.13.    Waiver of Past Defaults.    Subject to Section 4.02, the Holders of not less than a
majority in aggregate principal amount of the Outstanding Notes of any series may, on behalf of the Holders of all Notes of such series, waive any past default hereunder with respect to the Notes of
such series, except a default not theretofore cured: 


        (1)   in
the payment of principal, premium, if any, or interest on any Notes of such series; or 


        (2)   in
respect of a covenant or provision in this Indenture which, under Article VIII, cannot be modified without the consent of the Holder of each Outstanding Note
of such series. 


        Upon
any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon. 


25









  





        SECTION 4.14.    Undertaking for Costs.    All parties to this Indenture agree, and each Holder of any Note by
his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 4.14 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders holding in the aggregate more
than 10% in principal amount of the Outstanding Notes of any series to which the suit relates, or to any suit instituted by any Holder pursuant to Section 4.08. 



        SECTION 4.15.    Waiver of Stay or Extension Laws.    The Obligor covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law (other than any bankruptcy law)
wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Obligor (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted. 


 
 

ARTICLE V
  THE TRUSTEE    



        SECTION 5.01.    Certain Duties and Responsibilities of Trustee. 


        (1)   Except
during the continuance of an Event of Default with respect to a series of Notes: 



          (i)  the
Trustee undertakes to perform such duties and only such duties with respect to such series of Notes as are specifically set forth in this Indenture, and no implied
covenants or obligations with respect to such series of Notes shall be read into this Indenture against the Trustee; and 


         (ii)  in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. 




        (2)   In
case an Event of Default with respect to a series of Notes has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by
this Indenture with respect to such series of Notes and any indenture supplemental hereto relating to such series of Notes, and use the same degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in the conduct of his or her own affairs. 



        (3)   No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own
willful misconduct, except that: 



          (i)  this
Subsection shall not be construed to limit the effect of Section 5.01(1); 


         (ii)  the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; 



26







 




        (iii)  the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Notes of any series relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee with
respect to such series of Notes, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to such series of Notes; and 



        (iv)  no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial loss, expense or liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it. 




        (4)   Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section 5.01. 



        SECTION 5.02.    Notice of Defaults.    Within 90 days after the occurrence of any default hereunder
with respect to any series of Notes, the Trustee shall transmit by mail to all Holders of Notes of such series, as their names and addresses appear in the Security Register, notice of such default
hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of or interest or premium, if any, on any Note of such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of directors, and/or Responsible Officers of the Trustee determine in good faith that the withholding of such notice is in
the interests of the Holders of the Outstanding Notes of such series and; provided further, that, in the case of any default of the character specified
in clause (3) of Section 4.01, no such notice to Holders of Notes of such series shall be given until at least 60 days after the occurrence thereof. For the purpose of this
Section 5.02, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default. 



        SECTION 5.03.    Certain Rights of Trustee.    Except as otherwise provided in Section 5.01: 


        (1)   the
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 



        (2)   any
request or direction of the Obligor described herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution; 


        (3)   whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate; 



        (4)   the
Trustee may consult with counsel of its selection and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon; 


        (5)   the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction; 


27







 



        (6)   the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Obligor, personally or by agent
or attorney; 


        (7)   the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall
not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 


        (8)   the
permissive rights of the Trustee enumerated herein shall not be construed as duties; 



        (9)   the
Trustee shall not be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss or
profit irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; 


        (10) the
Trustee shall not be required to give any note, bond, or surety in respect of the execution of the trusts and powers under this Indenture; and 


        (11) the
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or
indirectly, by circumstances beyond its control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances, sabotage; epidemics; riots;
interruptions; loss or malfunction of utilities; computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authorities and governmental action. 


        SECTION 5.04.    Not Responsible for Recitals or Issuance of Notes.    The recitals contained herein and in the
Notes, except the certificates of authentication, shall be taken as the statements of the Obligor, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations
as to the
validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Obligor of the Notes or the proceeds thereof. The Trustee shall not be
charged with notice or knowledge of any Event of Default under clause (6) of Section 4.01 or of the identity of a Significant Subsidiary of the Obligor unless either (i) a
Responsible Officer of the Trustee assigned to and working in its Corporate Trust Office shall have actual knowledge thereof or (ii) notice thereof shall have been given to the Trustee in
accordance with Section 1.05 from the Obligor or any Holder. 


        SECTION 5.05.    May Hold Notes.    The Trustee or any Paying Agent, Registrar, or other agent of the Obligor,
in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to Sections 5.08 and 5.12, may otherwise deal with the Obligor with the same rights it
would have if it were not Trustee, Paying Agent, Registrar, or such other agent. 


        SECTION 5.06.    Money Held in Trust.    Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Obligor. 



        SECTION 5.07.    Compensation and Reimbursement.    The Obligor covenants and agrees: 


        (1)   to
pay the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 


28







 



        (2)   except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith; and 


        (3)   to
indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. 


        The
Trustee shall have a lien prior to the Notes upon all property and funds held by it hereunder for any amount owing it or any retiring Trustee pursuant to this Section 5.07,
except with respect to funds held in trust for the benefit of the Holders of particular Notes. 


        Without
prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified
in clause (5) or (6) of Section 4.01, such expenses (including the reasonable charges and expenses of its counsel) and compensation for such services are intended to constitute
expenses of administration under any applicable Federal or State bankruptcy, insolvency, reorganization, or other similar law. 


        The
provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee. 


        SECTION 5.08.    Disqualification; Conflicting Interests.    If the Trustee has or shall acquire any
conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such interest or resign as Trustee, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture. 


        SECTION 5.09.    Corporate Trustee Required; Eligibility.    There shall at all times be a Trustee hereunder
that shall be a corporation organized and doing business under the laws of the United States of America or of any State or Territory thereof or of the District of Columbia, authorized under
such laws to exercise corporate trust powers, having (or, in the case of a subsidiary of a bank holding company, its holding company parent shall have) a combined capital and surplus of at least
$50,000,000, and subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of
the aforesaid supervising or examining authority, then for the purposes of this Section 5.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 5.09, it shall
resign immediately in the manner and with the effect hereinafter specified in this Article V. 


        SECTION 5.10.    Resignation and Removal; Appointment of Successor. 


        (1)   No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article V shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable requirements of Section 5.11. 


        (2)   The
Trustee may resign at any time with respect to the Notes of one or more series by giving written notice thereof to the Obligor. If the instrument of acceptance by a
successor Trustee required by Section 5.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Notes of such series. 


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        (3)   The
Trustee may be removed at any time with respect to the Notes of any series by Act of the Holders of 662/3% in aggregate principal amount of the
Outstanding Notes of such series, delivered to the Trustee and to the Obligor. 


        (4)   If
at any time: 



          (i)  the
Trustee shall fail to comply with Section 5.08 after written request therefor by the Obligor or by any Holder who has been a bona fide Holder of a
Note for at least six months; or 


         (ii)  the
Trustee shall cease to be eligible under Section 5.09 and shall fail to resign after written request therefor by the Obligor or by any such
Holder; or 


        (iii)  the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Obligor
by a Board Resolution may remove the Trustee with respect to all Notes, or (B) subject to Section 4.14, any Holder who has been a bona fide Holder of a Note for at least six
months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Notes and the appointment of a
successor Trustee or Trustees. 




        (5)   If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Notes of
one or more series, the Obligor, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Notes of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Notes of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Notes of any particular
series) and shall comply with the applicable requirements of Section 5.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Notes of any series shall be appointed by Act of the Holders of 662/3% in aggregate principal amount of the Outstanding Notes of such series delivered to the
Obligor and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 5.11,
become the successor Trustee with respect to the Notes of such series and to that extent supersede the successor Trustee appointed by the Obligor. If no successor Trustee with respect to the Notes of
any series shall have been so appointed by the Obligor or the Holders and accepted appointment in the manner required by Section 5.11, any Holder who has been a bona fide Holder of a
Note of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Notes of such series. 


        (6)   The
Obligor shall give notice of each resignation and each removal of the Trustee with respect to the Notes of any series and each appointment of a successor Trustee
with respect to the Notes of any series to all Holders of Notes of such series in the manner provided in Section 1.06. Each notice shall include the name of the successor Trustee with respect
to the Notes of such series and the address of its Corporate Trust Office. 



        SECTION 5.11.    Acceptance of Appointment by Successor.    In case of the appointment hereunder of a successor
Trustee with respect to all Notes, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Obligor and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Obligor or the successor Trustee, such retiring Trustee shall, upon payment of its reasonable charges and subject
to its lien, if any, provided by Section 5.07, execute and deliver an instrument transferring to such 


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successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder. 


        In
case of the appointment hereunder of a successor Trustee with respect to the Notes of one or more (but not all) series, the Obligor, the retiring Trustee and each successor
Trustee with respect to the Notes of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which
(1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Notes of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the
Notes of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to
the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Notes of that or those series to which the appointment of such successor Trustee relates; but, on request of the Obligor or any successor Trustee, such retiring Trustee shall duly
assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Notes of that or those series to which the appointment of such
successor Trustee relates. 


        Upon
request of any such successor Trustee, the Obligor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. 


        No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article V. 



        SECTION 5.12.    Merger, Conversion, Consolidation or Succession to Business.    Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust business of the Trustee, including the administration of this Indenture, shall be the successor of the Trustee hereunder;  provided that such corporation shall be otherwise qualified and eligible under this Article V, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor Trustee by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated
such Notes. 


        SECTION 5.13.    Preferential Collection of Claims Against Obligor.    If and when the Trustee shall be or
shall become a creditor of the Obligor (or of any other obligor upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims
against the Obligor (or against any such other obligor, as the case may be). 


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        SECTION 5.14.    Appointment of Authenticating Agent. 



        (1)   At
any time when any of the Notes remain Outstanding the Trustee, with the approval of the Obligor, may appoint an Authenticating Agent or Agents with respect to one or
more series of Notes which shall be authorized to act on behalf of the Trustee to authenticate Notes of such series issued upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 2.05, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Obligor and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or
the District of Columbia, authorized under such laws to act as an Authenticating Agent, having (or, in the case of a subsidiary of a bank holding company, its holding company parent shall have) a
combined capital and surplus of not less than $50,000,000 and, if other than the Obligor itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 5.14, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.14, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section 5.14. 


        (2)   Any
corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 5.14, without the execution or
filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 


        (3)   An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and, if other than the Obligor, to the Obligor. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and, if other than the Obligor, to the Obligor. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.14, the Trustee, with the
approval of the Obligor, may appoint a successor Authenticating Agent which shall be acceptable to the Obligor and shall mail written notice of such appointment by first-class mail, postage prepaid,
to all Holders of Notes of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.14. 



        (4)   The
Obligor agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 5.14. 


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        (5)   If
an appointment is made pursuant to this Section 5.14, the Notes may have endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form: 


        This
is one of the Notes referred to in the within-mentioned Indenture. 



	 	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee
	
 	
 	

By:	
 	

    
 As Authenticating Agent
	
 	
 	

 	
 	

    
 Authorized Signatory




 
 

ARTICLE VI
  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OBLIGOR    



        SECTION 6.01.    Obligor to Furnish Trustee Names and Addresses of Holders.    The Obligor will furnish
or cause to be furnished to the Trustee: 


        (1)   semi-annually,
not more than 15 days after the Record Date for the payment of interest in respect of each series of Notes, in such form as the Trustee
may reasonably require, a list of the names and addresses of the Holders of such Notes as of such date; and 


        (2)   at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Obligor of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished, 


provided that, in the case of (1) and (2), if the Trustee shall be the Registrar, such list shall not be required to be furnished. 



        SECTION 6.02.    Preservation of Information; Communications to Holders. 


        (1)   The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Notes of each series contained in the most recent
list furnished to the Trustee as provided in Section 6.01 and the names and addresses of Holders of Notes received by the Trustee. The Trustee may destroy any list furnished to it as
provided in Section 6.01 upon receipt of a new list so furnished. 



        (2)   Holders
of Notes may communicate as provided in Section 312(b) of the Trust Indenture Act with other Holders of Notes with respect to their rights under this
Indenture or under the Notes. 


        (3)   Every
Holder of Notes, by receiving and holding the same, agrees with the Obligor that the Obligor shall not be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Notes in accordance with Section 6.02(2), regardless of the source from which such information was derived. 


        SECTION 6.03.    Reports by Trustee. 


        (1)   Within
60 days after May 15 of each year commencing with the first May 15 following the date of the initial issuance of Notes under this Indenture,
the Trustee shall transmit by mail to the Holders of Notes as their names and addresses appear in the Security Register, a brief report dated as of such May 15, to the extent required under
Section 313(a) of the Trust Indenture Act. 


        (2)   The
Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act. 


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        (3)   A
copy of each such report shall, at the time for such transmission to Holders of Notes, be filed by the Trustee with the Obligor, with each stock exchange upon which
any Notes are listed (if so listed) and also with the Commission. The Obligor agrees to promptly notify the Trustee when any Notes become listed on any stock exchange and of any delisting
thereof. 


        SECTION 6.04.    Reports by Obligor. 


        The
Obligor shall comply with the provisions of Section 314(a) and 314(c) of the TIA. Delivery of such reports, information and documents to the Trustee pursuant to TIA
Section 314(a)(1), (2) and/or (3) shall be for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained
therein or matters determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officer's Certificates provided pursuant to Section 6.05 below). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the
provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained herein, or whether any such reports, information or documents have or have not
been provided as required by the TIA. The Trustee is entitled to assume such compliance with the TIA unless a Responsible Officer of the Trustee is informed otherwise. 


        SECTION 6.05.    Compliance Certificate. 


        (a)   The
Obligor shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer's Certificate stating that a review of the activities of
the Obligor during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Obligor has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Obligor has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a default
or Event of Default has occurred, describing such default or Event of Default of which he or she may have knowledge and what action the Obligor is taking or proposes to take with respect thereto. 


        (b)   So
long as any of the Notes are outstanding, the Obligor will deliver to the Trustee, forthwith upon any Officer becoming aware of any default or Event of Default, and
what action the Obligor is taking or proposes to take with respect thereto. 


        (c)   Except
with respect to receipt of Note payments when due and any default or Event of Default information contained in the Officer's Certificates delivered to it pursuant
to this Section 6.05, the Trustee shall have no duty to review, ascertain or confirm the Obligor's compliance with, or the breach of any representation, warranty or covenant made in
this Indenture. 


34








  



 
 

ARTICLE VII
  CONSOLIDATION, MERGER OR TRANSFER    



        SECTION 7.01.    When Obligor May Merge or Transfer Assets.    The Obligor may not consolidate or merge with or
into another entity, or sell, lease, convey, transfer or otherwise dispose of the Obligor's property and assets substantially as an entirety to another entity unless: 



        (1)   either
(a) the Obligor shall be the continuing corporation or (b) the Person (if other than the Obligor) formed by such consolidation or into which
the Obligor is merged or to which all or substantially all of the properties and assets of the Obligor are conveyed or transferred (i) shall be a corporation, partnership, limited liability
company or trust organized and validly existing under the laws of the United States or any state thereof or the District of Columbia and (ii) shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Obligor under the Notes and this Indenture; 



        (2)   immediately
after giving effect to such transaction, no Event of Default, and no default or other event which, after notice or lapse of time or both, would become a
default or Event of Default, shall have occurred and be continuing; 


        (3)   if,
as a result of any consolidation, merger, sale or lease, conveyance or transfer described in this Section 7.01, properties or assets of the Obligor
would become subject to any lien which would not be permitted by Section 9.06 without equally and ratably securing the Notes of each series, the Obligor or such successor Person, as the case
may be, will take steps as are necessary to effectively secure the Notes of such series equally and ratably with, or prior to, all Indebtedness secured by those liens as are provided in
Section 9.06; and 


        (4)   the
Obligor shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or
transfer and, if an indenture supplemental hereto is required in connection with such transaction, such supplemental indenture, comply with this Section 7.01 and that all conditions
precedent herein provided for relating to such transaction have been satisfied. 



        SECTION 7.02.    Successor Entity Substituted.    The successor Person formed by such consolidation or
into which the Obligor is merged or the successor Person to which such conveyance or transfer is made, in each case other than a lease, shall succeed to, and be substituted for, and may exercise every
right and power of the Obligor under this Indenture with the same effect as if such successor had been named as the Obligor herein; and thereafter the Obligor shall be discharged from all obligations
and covenants under this Indenture and the Notes. The Trustee shall enter into an indenture supplemental hereto to evidence the succession and substitution of such successor Person and such discharge
and release of the Obligor. 


 
 

ARTICLE VIII
  SUPPLEMENTAL INDENTURES    



        SECTION 8.01.    Supplemental Indentures Without Consent of Holders.    Without the consent of the Holders of
any Notes, the Obligor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at
the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: 



        (1)   to
evidence the succession of another Person to the Obligor and the assumption by any such successor of the covenants of the Obligor under the Indenture and the Notes
pursuant to Article VII; 


        (2)   to
add to the covenants of the Obligor for the benefit of Holders of the Notes or to surrender any right or power conferred upon the Obligor; 


35







 



        (3)   to
add any additional events of default for the benefit of Holders of the Notes; 


        (4)   to
add to or change any of the provisions of the Indenture as necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as
to principal, and with or without interest coupons, or to permit or facilitate the issuance of Notes in uncertificated form; 


        (5)   to
secure the Notes; 


        (6)   to
add or appoint a successor or separate Trustee; 


        (7)   to
cure any ambiguity, defect or inconsistency; 


        (8)   to
supplement any of the provisions of the Indenture as necessary to permit or facilitate the defeasance and discharge of any series of Notes;  provided that the interests of the holders of the Notes are
not adversely affected in any material respect; 


        (9)   to
make any other change that would not adversely affect the holders of the Notes in any material respect; 



        (10) to
make any change necessary to comply with any requirement of the Commission in connection with the qualification of the Indenture or any indenture supplemental hereto
under the TIA; and 


        (11) to
conform the Indenture to the section entitled "Description of Debt Securities" in the prospectus dated October 24, 2007 or any prospectus supplement to such
prospectus relating to the Notes or any corresponding section of such prospectus or prospectus supplement pursuant to which any additional series of Notes is issued under this Indenture. 



        No
supplemental indenture for the purposes identified in clause (2) or (7) above may be entered into if to do so would adversely affect the interest of the Holders
of Notes. 


        SECTION 8.02.    Supplemental Indentures with Consent of Holders.    With the consent of the Holders of not
less than a majority in aggregate principal amount of the Outstanding Notes of all series affected by such supplemental indenture (voting as one class), the Obligor, when authorized by a resolution of
its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes of each such series under this
Indenture; provided, however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Note affected thereby: 


        (1)   make
any change to the percentage of principal amount of Notes the Holders of which must consent to an amendment, modification, supplement or waiver; 



        (2)   reduce
the rate of or extend the time of payment for interest on any Note; 


        (3)   reduce
the principal amount or extend the stated Maturity of any Note; 


        (4)   reduce
the Redemption Price of any Note or add redemption provisions to the Notes; 


        (5)   make
any Note payable in money other than that stated in the Indenture or the Note; 


        (6)   impair
the right to institute suit for the enforcement of any payment on or with respect to the Notes; or 


        (7)   make
any change in the ranking or priority of any Note that would adversely affect the Holder of such Note. 


        SECTION 8.03.    Execution of Supplemental Indentures.    In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article VIII or the modifications 


36







 



thereby
of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon, in addition to the documents
required by Section 1.02, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. Upon request of the Obligor and, in the
case of Section 8.02, upon filing with the Trustee of evidence of an Act of Holders as aforementioned, the Trustee shall join with the Obligor in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, powers, trusts, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall
not be obligated to, enter into such supplemental indenture. 



        SECTION 8.04.    Effect of Supplemental Indentures.    Upon the execution of any supplemental indenture under
this Article VIII, this Indenture shall be and be deemed to be modified and amended in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all
purposes; and the respective rights, limitation of rights, duties, powers, trusts and immunities under this Indenture of the Trustee, the Obligor and every Holder of Notes theretofore or thereafter
authenticated and delivered hereunder shall be determined, exercised and enforced thereunder to the extent provided therein. 



        SECTION 8.05.    Conformity with Trust Indenture Act.    Every supplemental indenture executed pursuant to this
Article VIII shall conform to the requirements of the TIA as then in effect. 


        SECTION 8.06.    Documents to Be Given to Trustee.    The Trustee, subject to the provisions of
Section 5.01, may receive an Officer's Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article VIII complies with
the applicable provisions of this Indenture. 


        SECTION 8.07.    Notation on Notes in Respect of Supplemental Indentures.    Notes of any series authenticated
and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to any matter provided
for by such supplemental indenture. If the Obligor or the Trustee shall so determine, new Notes of any series so modified as to conform, in the opinion of the Trustee and the Board Directors, to any
modification of this Indenture contained in any such supplemental indenture may be prepared by the Obligor, authenticated by the Trustee and delivered in exchange for the Notes of such series then
Outstanding. 


 
 

ARTICLE IX
  COVENANTS    



        SECTION 9.01.    Payment of Principal, Premium and Interest.    The Obligor covenants and agrees for the
benefit of each series of Notes that it will duly and punctually pay or cause to be paid the principal, premium, if any, and interest on such series of Notes on the dates and in the manner provided in
such series of Notes, and will duly comply with all the other terms, agreements and conditions contained in this Indenture for the benefit of such series of Notes. 


        Payment
of principal of, and premium, if any, and interest on a Global Note registered in the name of or held by the DTC or its nominee will be made in immediately available funds to DTC
or its nominee, as the case may be, as the Holder of such Global Note. If any of the Notes are no longer represented by a Global Note, payment of interest on certificated Notes in definitive form may,
at the option of the Obligor, be made by (i) check mailed directly to Holders at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principal amount of
Notes, wire transfer to an account located in the United States by the payee. 



        The
Obligor shall pay interest (including post-petition interest in any proceeding under any Federal or state bankruptcy, insolvency, reorganization, or other similar law) on
overdue principal and 


37







 



premium,
if any, from time to time on demand at the applicable rate of interest determined from time to time in the manner provided for in each series of Notes; it shall pay interest (including
post-petition interest in any proceeding under any Federal or State bankruptcy, insolvency, reorganization, or other similar law) on overdue installments of interest and (without regard to
any applicable grace periods) from time to time on demand at the same rates to the extent lawful. 


        SECTION 9.02.    Maintenance of Office or Agency.    So long as any of the Notes remain outstanding, the
Obligor will maintain an office or agency in the City of New York (which initially will be the Corporate Trust Office) where Notes may be presented or surrendered for payment, where Notes may
be surrendered for transfer or exchange, and where notices and demands to or upon the Obligor in respect of the Notes and this Indenture may be served. The Obligor will give prompt written notice to
the Trustee of the location, and of any change in the location, of such office or agency. If at any time the Obligor shall fail to maintain such office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Obligor hereby appoints the Trustee its agent
to receive all such presentations, surrenders, notices and demands. 


        The
Obligor may also from time to time designate one or more other offices or agencies where one or more series of Notes may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Obligor of its obligation to maintain an office or agency in the City of New York for such purposes. The Obligor shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 


        SECTION 9.03.    Money for Note Payments to be Held in Trust.    If the Obligor shall at any time act as its
own Paying Agent, it will, on or before each due date of the principal, premium, if any, or interest on any series of Notes, segregate and hold in trust for the benefit of the Holders of such series
of Notes a sum sufficient to pay such principal, premium or interest so becoming due until such sums shall be paid to such Holders of the Notes of such series or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its action or failure so to act. 


        Whenever
the Obligor shall have one or more Paying Agents, it will, on or prior to each due date of the principal, premium, if any, or interest, on any series of Notes, deposit with a
Paying Agent a sum sufficient to pay such principal, premium, or interest so becoming due, such sum to be held in trust for the benefit of the Holders of the Notes of such series entitled to the same
and (unless such Paying Agent is the Trustee) the Obligor will promptly notify the Trustee of its action or failure so to act. 



        The
Obligor will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section 9.03, that such Paying Agent will: 


        (1)   hold
all sums held by it for the payment of principal, premium, if any, or interest, on Notes of any series in trust for the benefit of the Holders of the Notes of such
series entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided; 



        (2)   give
the Trustee prompt notice of any default by the Obligor (or any other obligor upon the Notes of such series) in the making of any such payment of principal,
premium, if any, or interest, on such Notes; and 


        (3)   at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent. 


38







 



        The
Obligor may, at any time, for the purpose of obtaining the discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Obligor or such Paying Agent or, if for any other purpose, all sums so held in trust by the Obligor in respect of all series of Notes, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the Obligor or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released
from all further liability with respect to such money. 



        SECTION 9.04.    Certificate to Trustee.    The Obligor will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Obligor ending after the initial issuance of Notes under this Indenture, an Officer's Certificate that complies with TIA Section 314(a)(4) stating that
in the course of the performance by the signers of their duties as officers of the Obligor, they would normally have knowledge of any default by the Obligor in the performance of any of its covenants
or agreements contained herein, stating whether or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the
nature thereof. 


        SECTION 9.05.    Existence.    Subject to Article VII, the Obligor will do or cause to be done
all things necessary to preserve and keep in full force and effect its limited liability company existence. 


        SECTION 9.06.    Limitation on Liens.    The Obligor will not, and will not permit any Subsidiary to, create,
incur, assume or permit to exist any lien on any Principal Property or the capital stock of any Subsidiary of the Obligor, to secure any Indebtedness of the Obligor, any such Subsidiary or any other
Person, without securing the Notes equally and ratably with such Indebtedness for so long as such Indebtedness shall be so secured. The foregoing shall not apply to: 


        (1)   liens
on assets or property of a Person at the time it becomes a Subsidiary of the Obligor securing only Indebtedness of such Person;  provided such Indebtedness was not incurred in connection with such Person
or entity becoming a Subsidiary and such liens do not extend to any assets
other than those of the Person becoming a Subsidiary; 


        (2)   liens
existing on assets created at the time of, or within 18 months after, the acquisition, purchase, lease, improvement or development of such assets to secure
all or a portion of the purchase price or lease for, or the costs of improvement or development of, such assets; 


        (3)   liens
to secure any extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any
Indebtedness secured by liens referred to in clauses (1) and (2) above or liens created in connection with any amendment, consent or waiver relating to such Indebtedness, so long as such
lien is limited to all or part of substantially the same property which secured the lien extended, renewed or replaced, the amount of Indebtedness secured is not increased (other than by the amount
equal to any costs and expenses (including any premiums, fees or penalties) incurred in connection with any extension, renewal, refinancing or refunding) and the Indebtedness so secured does not
exceed the fair market value (as determined by the Obligor's Board of Directors) of the assets subject to such liens at the time of such extension, renewal, refinancing or refunding, or such
amendment, consent or waiver, as the case may be; 


        (4)   liens
on property incurred in Sale and Leaseback Transactions permitted by Section 9.07; 


        (5)   liens
in favor of only the Obligor or one or more Subsidiaries of the Obligor granted by the Obligor or a Subsidiary to secure any obligations owed to the Obligor or a
Subsidiary of the Obligor; 


        (6)   liens
on property or assets of a Person existing at the time such Person is merged into or consolidated with the Obligor or any of its Subsidiaries, or at the time of a
sale, lease or other disposition of all or substantially all of the properties or assets of a Person to the Obligor or any of its Subsidiaries; provided
that such lien was not incurred in anticipation of the merger, consolidation, or 


39







 



sale,
lease, other disposition or other such transaction by which such Person was merged into or consolidated with the Obligor or any of its Subsidiaries; 


        (7)   liens
on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by the Obligor or any Significant Subsidiary of the
Obligor in the ordinary course of business; 


        (8)   liens
in favor of the Trustee granted in accordance with the Indenture; and 


        (9)   liens
otherwise prohibited by this Section 9.06, securing Indebtedness which, together with the value of Attributable Debt incurred in Sale and Leaseback
Transactions permitted under Section 9.07 below, do not exceed 15% of Consolidated Net Tangible Assets measured at the date of incurrence of the lien. 


        SECTION 9.07.    Limitation on Sale-Leaseback Transactions.    The Obligor will not, and will not
permit any Subsidiary of the Obligor to, enter into any arrangement with any Person pursuant to which the Obligor or any Subsidiary of the Obligor leases any property that has been or is to be sold or
transferred by the Obligor or the Subsidiary to such Person (a "Sale and Leaseback Transaction"), except that a Sale and Leaseback Transaction is permitted if the Obligor or such Significant
Subsidiary would be entitled to incur Indebtedness secured by a lien on the property to be leased (without equally and ratably securing the outstanding Notes) in an amount equal to the present value
of the lease payments with respect to the term of the lease remaining on the date as of which the amount is being determined, discounted at the rate of interest set forth or implicit in the terms of
the lease, compounded semi-annually (such amount is referred to as the "Attributable Debt"). The foregoing shall not apply to: 


        (1)   temporary
leases for a term, including renewals at the option of the lessee, of not more than three years; 


        (2)   leases
between only the Obligor and a Subsidiary of the Obligor or only between Subsidiaries of the Obligor; 



        (3)   leases
where the proceeds from the sale of the property are at least equal to the fair market value (as determined in good faith by the Obligor) of the property
and the Obligor applies an amount equal to the net proceeds of the sale to the retirement of long-term Indebtedness or to the purchase of other property or equipment used or useful in its
business, within 270 days of the effective date of such sale; provided that, in lieu of applying such amount to the retirement of
long-term Indebtedness, the Obligor may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to it; and 



        (4)   leases
of property executed by the time of, or within 270 days after the latest of, the acquisition, the completion of construction or improvement, or the
commencement of commercial operation of the property. 


 
 

ARTICLE X
  REDEMPTION OF NOTES    



        SECTION 10.01.    Optional Redemption.    Unless otherwise provided pursuant to Section 2.01(1)(v)(f),
the Obligor shall not be permitted to optionally redeem Notes of any series. 



        SECTION 10.02.    Mandatory Redemption.    Unless otherwise provided pursuant to Section 2.01(1)(v)(k),
the Obligor shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes of any series. 


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        IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. 



	 	 	AGILENT TECHNOLOGIES, INC.
	
 	
 	

By:	

/s/  ADRIAN T. DILLON      
 Name: Adrian T. Dillon

Title: Executive Vice President, Finance &

         Administration and Chief Financial Officer
	
 	
 	

U.S. BANK NATIONAL ASSOCIATION,
	 	 	 	as Trustee
	
 	
 	

By:	

/s/  BRADLEY E. SCARBROUGH      
 Name: Bradley E. Scarbrough

Title: Vice President






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QuickLinks


TABLE OF CONTENTS

CROSS-REFERENCE TABLE


RECITALS OF THE OBLIGOR

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


ARTICLE II THE NOTES


ARTICLE III DISCHARGE OF INDENTURE

ARTICLE IV REMEDIES


ARTICLE V THE TRUSTEE

ARTICLE VI HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OBLIGOR


ARTICLE VII CONSOLIDATION, MERGER OR TRANSFER

ARTICLE VIII SUPPLEMENTAL INDENTURES

ARTICLE IX COVENANTS

ARTICLE X REDEMPTION OF NOTES