EXHIBIT
4.01


 


Form of


 


AGILENT TECHNOLOGIES, INC.


(as Obligor)


 


and


 


U.S. BANK NATIONAL
ASSOCIATION


(as Trustee)


 


First Supplemental Indenture


 


Dated as of October 29, 2007


 


6.50% Senior Notes due 2017


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
  ARTICLE I

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE II

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TERMS OF THE NOTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Title

  	
   

  	
  3

  
	
  Section 2.02.

  	
  Aggregate
  Principal Amount

  	
   

  	
  3

  
	
  Section 2.03.

  	
  Maturity

  	
   

  	
  3

  
	
  Section 2.04.

  	
  Interest

  	
   

  	
  3

  
	
  Section 2.05.

  	
  Place
  of Payment

  	
   

  	
  4

  
	
  Section 2.06.

  	
  Optional
  Redemption

  	
   

  	
  4

  
	
  Section 2.07.

  	
  Change
  of Control Repurchase

  	
   

  	
  5

  
	
  Section 2.08.

  	
  Issue
  Date

  	
   

  	
  6

  
	
  Section 2.09.

  	
  Issue
  Price

  	
   

  	
  6

  
	
  Section 2.10.

  	
  Definitive
  and Global Notes

  	
   

  	
  6

  
	
  Section 2.11.

  	
  Denomination

  	
   

  	
  7

  
	
  Section 2.12.

  	
  Further
  Issuances

  	
   

  	
  7

  
	
  Section 2.13.

  	
  Defeasance
  and Discharge of Covenants upon Deposit of Moneys, U.S. Government 

  Obligations

  	
   

  	
  7

  
	
  Section 2.14.

  	
  Events
  of Default

  	
   

  	
  7

  
	
  Section 2.15.

  	
  Limitation
  on Liens

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Form
  of Senior Note

  	
   

  	
   

  
					



 


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THIS FIRST SUPPLEMENTAL INDENTURE, between Agilent
Technologies, Inc., a Delaware corporation (the “Obligor”), having its
principal office at 5301  Stevens Creek Blvd., Santa Clara,
California 95051, and U.S. Bank National Association, as trustee (the “Trustee”),
is made and entered into as of this 29th day of October, 2007.


 


RECITALS OF THE OBLIGOR


 


WHEREAS, the Obligor and the Trustee executed and
delivered an Indenture dated as of October 24, 2007 (the “Indenture”), to
provide for the issuance by the Obligor from time to time of debt securities;


 


WHEREAS, capitalized terms used herein, not
otherwise defined, shall have the same meanings given them in the Indenture;


 


WHEREAS, pursuant to a board resolution, the Obligor
has authorized the issuance of $600 million of its 6.50% Senior Notes due 2017
(the “Senior Notes”); and


 


WHEREAS, the Obligor desires to establish the terms
of the Senior Notes in accordance with Section 2.01 of the Indenture;


 


NOW, THEREFORE, it is mutually agreed as follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.01. Definitions. For all
purposes of this First Supplemental Indenture, except as otherwise expressly
provided or unless the context otherwise requires:


 


“Change of Control” means the occurrence of
any of the following: (1) the direct or indirect sale, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the properties
or assets of the Obligor and its Subsidiaries taken as a whole to any “person”
(as that term is used in Section 13(d) and Section 14(d) of the Exchange Act)
other than the Obligor or one of its Subsidiaries; (2) the adoption of a plan
relating to the Obligor’s liquidation or dissolution; (3) the consummation of
any transaction (including, without limitation, any merger or consolidation)
the result of which is that any “person” (as that term is used in Section
13(d)(3) of the Exchange Act) or group of persons, other than the Obligor or
its Subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the
combined voting power of the Obligor’s Voting Stock or other Voting Stock into
which the Obligor’s Voting Stock is reclassified, consolidated, exchanged or
changed, measured by voting power rather than number of shares; or (4) the
first day on which a majority of the members of the Board of Directors are not
Continuing Directors.


 


“Change of Control Repurchase Event” means
the occurrence of both a Change of Control and a Ratings Event.


 


“Comparable Treasury Issue” means the United
States Treasury security selected by an Independent Investment Banker as having
an actual or interpolated maturity comparable to the remaining term of the
Senior Notes to be redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
Senior Notes.


 


“Comparable Treasury Price” means, with
respect to any Redemption Date, (1) the arithmetic average of four
Reference Treasury Dealer Quotations for such Redemption Date after excluding
the highest and lowest Reference Treasury Dealer Quotations, or (2) if the
Trustee obtains fewer than four Reference Treasury Dealer Quotations, the
arithmetic average of all Reference Treasury Dealer Quotations for such
Redemption Date.


 


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“Continuing Directors” means, as of any date
of determination, any member of the Board of Directors who (1) was a
member of the Board of Directors on the date of the issuance of the Senior
Notes; or (2) was nominated for election or elected to the Board of
Directors with the approval of a majority of the Continuing Directors who were
members of the Board of Directors at the time of such nomination or election.


 


“First Supplemental Indenture” means this
First Supplemental Indenture, as amended or supplemented from time to time.


 


“Fitch” means Fitch
Ratings Ltd. and its successors.


 


“Independent Investment Banker” means
Citigroup Global Markets Inc. or J.P. Morgan Securities Inc., or their
respective successors as may be appointed from time to time by the Obligor; provided,
however, that if either of the foregoing ceases to be a primary U.S.
Government securities dealer in New York City (a “primary treasury dealer”),
the Obligor shall substitute another primary treasury dealer.


 


“Investment Grade” means a rating of BBB- or
better by Fitch (or its equivalent under any successor rating categories of
Fitch); a rating of Baa3 or better by Moody’s (or its equivalent under any
successor Rating Categories of Moody’s); a rating of BBB- or better by S&P
(or its equivalent under any successor Rating Categories of S&P); and the
equivalent investment grade credit rating from any additional Rating Agency or
Rating Agencies selected by the Obligor.


 


“Moody’s” means Moody’s Investors Service
Inc. and its successors.


 


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


 


 “Rating
Category” means (i) with respect to S&P, any of the following
categories: BBB, BB, B, CCC, CC, C and D (or equivalent successor categories);
(ii) with respect to Moody’s, any of the following categories: Baa, Ba, B,
Caa, Ca, C and D (or equivalent successor categories); (iii) with respect
to Fitch, any of the following categories: BBB, BB, B, CCC, CC, C and D (or
equivalent successor categories); and (iv) the equivalent of any such category
of S&P, Moody’s or Fitch used by another Rating Agency. In determining
whether the rating of the Senior Notes has decreased by one or more gradations,
gradations within Rating Categories (+ and - for S&P or Fitch; 1, 2 and 3
for Moody’s; or the equivalent gradations for another Rating Agency) shall be
taken into account (e.g., with respect to S&P or Fitch, a decline in a
rating from BB+ to BB, as well as from BB- to B+, shall constitute a decrease
of one gradation).


 


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


 


Notwithstanding the foregoing, a Ratings Event
otherwise arising by virtue of a particular reduction in rating shall not be
deemed to have occurred in respect of a particular Change of Control (and thus
shall not be deemed a Ratings Event for purposes of the definition of Change of
Control Repurchase Event hereunder) if the Rating Agencies making the reduction
in rating to which this definition would otherwise apply do not announce or
publicly confirm or inform the Trustee in writing at its request that the
reduction was the result, in whole or in part, of any event or circumstance
comprised of or arising as a


 


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result
of, or in respect of, the applicable Change of Control (whether or not the
applicable Change of Control shall have occurred at the time of the Ratings
Event).


 


“Reference Treasury Dealer” means Citigroup
Global Markets Inc. and J.P. Morgan Securities Inc., and two other primary
treasury dealers selected by the Obligor, and each of their respective
successors and any other primary treasury dealers selected by the Obligor.


 


“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer and any Redemption Date, the
arithmetic average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer as of 5:00 p.m., New York City time, on the third Business Day
preceding such Redemption Date.


 


“Remaining Scheduled Payments” means, with
respect to any Senior Note to be redeemed, the remaining scheduled payments of
the principal thereof and interest thereon that would be due after the related
Redemption Date but for such redemption; provided, however, that,
if such Redemption Date is not an Interest Payment Date with respect to such
Senior Note, the amount of the next scheduled interest payment thereon shall be
reduced by the amount of interest accrued thereon to such Redemption Date.


 


“Senior Notes” has the meaning assigned in
the Recitals.


 


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


 


“Treasury Rate” means, with respect to any
Redemption Date, the rate per annum equal to the semi-annual equivalent yield to
Maturity (computed as of the third Business Day immediately preceding that
Redemption Date) of the Comparable Treasury Issue. In determining this rate,
the Obligor shall assume a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such Redemption Date.


 


“Voting Stock” of any specified Person as of
any date means the capital stock of such Person that is at the time entitled to
vote generally in the election of the board of directors of such Person.


 


ARTICLE II


 


TERMS OF THE NOTES


 


SECTION 2.01. Title. The Senior Notes
shall constitute a series of Notes having the title “6.50% Senior Notes due
2017” and shall be in the form attached as Exhibit A.


 


SECTION 2.02. Aggregate Principal Amount.
The aggregate principal amount of the Senior Notes that may be authenticated
and delivered under this First Supplemental Indenture shall be unlimited; provided
that the Obligor complies with the provisions of this First Supplemental
Indenture.


 


SECTION 2.03. Maturity. The entire
outstanding principal amount of the Senior Notes shall be payable on November
1, 2017.


 


SECTION 2.04. Interest. The Senior Notes
shall accrue interest at a rate of 6.50% per year. Interest shall accrue on the
Senior Notes from the most recent Interest Payment Date to or for which
interest has been paid or duly provided for (or if no interest has been paid or
duly provided for, from the Issue Date of the Senior Notes), payable
semiannually in arrears on May 1 and November 1 of each year, beginning on May
1, 2008. The Record Dates for payment of interest shall be April 15 and October
15 of each year, beginning May 1, 2008. Interest on overdue principal and
premium, if any, from time to time, shall be at a rate of 2% per annum in
excess of the rate then in effect; interest on overdue installments of
interest, if any, from time to time, shall be at the same rate, to the extent
lawful.


 


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SECTION 2.05. Place of Payment. The
place where the principal of (and premium, if any) and interest, if any, with
respect to the Senior Notes shall be payable shall be the Corporate Trust
Office.


 


SECTION 2.06. Optional Redemption. (a)
The Obligor may redeem the Senior Notes at its option at any time in whole or
in part. If the Obligor elects to redeem the Senior Notes, it shall pay a
Redemption Price equal to the greater of the following amounts, plus, in each
case, accrued and unpaid interest thereon to, but not including, the Redemption
Date:


 


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


 


(ii)
the sum of the present values of the Remaining Scheduled Payments. In
determining the present values of the Remaining Scheduled Payments, the Obligor
shall discount such payments to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at a discount rate
equal to the Treasury Rate plus 35 basis points.


 


Any
redemption pursuant to this Section 2.06(a) shall be made pursuant to the
provisions of Section 2.06(b) through (i) below.


 


 (b) If the
Obligor elects to redeem the Senior Notes pursuant to the optional redemption
provisions of Section 2.06(a) above, it shall furnish to the Trustee, at least
45 days (or such shorter period as shall be acceptable to the Trustee, but in
no event less than 30 days) but not more than 60 days before the Redemption
Date, an Officers’ Certificate setting forth (1) the Redemption Date, and (2)
the CUSIP and/or ISIN numbers of the Senior Notes.


 


(c) If fewer than all the Senior Notes are to be
redeemed, the particular Senior Notes to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the
Outstanding Senior Notes not previously called for redemption, pro rata, by lot
or by such other method as the Trustee shall deem fair and appropriate, and may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for the Senior Notes or any integral multiple thereof)
of the principal amount of Senior Notes of a denomination larger than the
minimum authorized denomination for the Senior Notes.


 


(d) The Trustee shall promptly notify the Obligor in
writing of the Senior Notes selected for redemption and, in the case of any
Senior Notes selected for partial redemption, the principal amount thereof to
be redeemed.


 


(e) For all purposes of this First Supplemental
Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Senior Notes shall relate, in the case of any Senior Note
redeemed or to be redeemed only in part, to the portion of the principal of
such Senior Note which has been or is to be redeemed.


 


(f) Notice of redemption of Senior Notes to be
redeemed, either in whole or in part, shall be given to the Holders thereof at
the option of the Obligor, by first-class mail, postage prepaid, mailed not
fewer than 30 nor more than 60 days prior to the Redemption Date, to each
such Holder at such Holder’s last address appearing in the Security Register.
All notices of redemption shall state:


 


(i)
the Redemption Date;


 


(ii)
the Redemption Price, or if not then ascertainable, the manner of calculating
the Redemption Price;


 


(iii)
if fewer than all Outstanding Senior Notes are to be redeemed, the
identification (and, in the case of partial redemption, the respective
principal amounts) of the Senior Notes to be redeemed from the Holder to whom
the notice is given and that on and after the Redemption Date, upon surrender
of such Senior Note, a new Senior Note or Senior Notes in the aggregate
principal


 


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amount equal to the
unredeemed portion thereof shall be issued in accordance with
Section 2.06(i);


 


(iv)
that on the Redemption Date the Redemption Price shall become due and payable
upon each Senior Note called for redemption, and that interest, if any, thereon
shall cease to accrue from and after said date;


 


(v)
the place where Senior Notes called for redemption are to be surrendered for
payment of the Redemption Price, which shall be the office or agency maintained
by the Obligor pursuant to Section 9.02 of the Indenture;


 


(vi)
the name and address of the Paying Agent;


 


(vii)
that the Senior Notes called for redemption must be surrendered to the Paying
Agent to collect the Redemption Price; and


 


(viii)
the CUSIP and/or ISIN number, and that no representation is made as to the
correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such
notice or printed on the Senior Notes.


 


Notice of redemption of Senior Notes shall be given
by the Obligor or, at the Obligor’s request, by the Trustee in the name and at
the expense of the Obligor; provided, however, that if the
Obligor requests the Trustee to give such notice, it shall provide an execution
version of such notice to the Trustee at least five Business Days before such
notice is required to be sent.


 


(g) On or prior to 10 a.m., New York City time, on
any Redemption Date, the Obligor shall deposit with the Trustee or with a
Paying Agent (or, if the Obligor is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 9.03 of the Indenture) an amount
of money sufficient to pay the Redemption Price of, and accrued interest on,
all the Senior Notes which are to be redeemed on that date.


 


(h) Notice of redemption having been given as
aforesaid, the Senior Notes (or portions thereof) so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price plus
accrued and unpaid interest to the Redemption Date therein specified, and from
and after such date (unless the Obligor shall default in the payment of the
Redemption Price) such Senior Notes shall cease to bear interest. Upon
surrender of such Senior Notes for redemption in accordance with the notice,
such Senior Notes shall be paid by the Obligor at the Redemption Price. Any
installment of interest due and payable on or prior to the Redemption Date
shall be payable to the Holders of such Senior Notes registered as such on the
relevant Record Date according to the terms and the provisions of
Section 2.06 of the Indenture. If any Senior Note called for redemption
shall not be so paid upon surrender thereof for redemption, the principal
shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor by the Senior Note.


 


(i) Any Senior Note that is to be redeemed only in
part shall be surrendered at the office or agency maintained by the Obligor
pursuant to Section 9.02 of the Indenture (with, if the Obligor or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Obligor and the Trustee duly executed by, the Holder
thereof or the Holder’s attorney duly authorized in writing) and the Obligor
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Senior Note without service charge and at the expense of the Obligor, a
new Senior Note or Senior Notes, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of such Senior Note so surrendered.


 


SECTION 2.07. Change of Control Repurchase.
(a) If a Change of Control Repurchase Event occurs, unless the Obligor has
exercised its right to redeem the Senior Notes as set forth in Section 2.06,
the Obligor shall be required to make an offer to each Holder of the Senior
Notes to repurchase all or any part (in excess of $2,000 and in integral
multiples of $1,000) of that Holder’s Senior Notes at a repurchase price


 


5

















 


in
cash equal to 101% of the aggregate principal amount of the Senior Notes
repurchased plus any accrued and unpaid interest on the Senior Notes
repurchased to, but not including, the date of repurchase.


 


(b) Within 30 days following any Change of Control
Repurchase Event or, at the option of the Obligor, prior to any Change of
Control, but after the public announcement of the Change of Control, the
Obligor shall mail a notice to each Holder, with a copy to the Trustee,
describing the transaction or transactions that constitute or may constitute
the Change of Control Repurchase Event and offering to repurchase the Senior
Notes on the payment date specified in the notice, which date shall be no
earlier than 30 days and no later than 60 days from the date such notice is
mailed. The notice shall, if mailed prior to the date of consummation of the
Change of Control, state that the offer to purchase is conditioned on a Change
of Control Repurchase Event occurring on or prior to the payment date specified
in the notice.


 


(c) The Obligor shall comply with the requirements
of Rule 14e-1 under the Exchange Act, and any other securities laws and
regulations to the extent those laws and regulations are applicable in
connection with the repurchase of the Senior Notes as a result of a Change of
Control Repurchase Event. To the extent that the provisions of any securities
laws or regulations conflict with this Section 2.07, the Obligor shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under this Section 2.07 by virtue of
compliance with such securities laws or regulations.


 


(d) On the repurchase date following a Change of
Control Repurchase Event, the Obligor shall, to the extent lawful:


 


(i)
accept for payment all the Senior Notes or portions of the Senior Notes
properly tendered pursuant to its offer;


 


(ii)
deposit with the Paying Agent an amount equal to the aggregate purchase price
in respect of all the Senior Notes or portions of the Senior Notes properly
tendered; and


 


(iii)
deliver or cause to be delivered to the Trustee the Senior Notes properly
accepted, together with an Officer’s Certificate stating the aggregate
principal amount of Senior Notes being purchased by the Obligor.


 


(e) The Paying Agent shall promptly mail to each
Holder of Senior Notes properly tendered the purchase price for the Senior
Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred
by book-entry) to each Holder a new Senior Note equal in principal amount to
any unpurchased portion of any Senior Notes surrendered.


 


(f) The Obligor shall not be required to make an
offer to repurchase the Senior Notes upon a Change of Control Repurchase Event
if a third party makes such an offer in the manner, at the times and otherwise
in compliance with the requirements for an offer made by the Obligor and such
third party purchases all Senior Notes properly tendered and not withdrawn under
its offer.


 


(g) Should the Obligor choose to exercise its rights
under Section 3.02 of the Indenture, it shall no longer be obligated to
make an offer to repurchase the Senior Notes following a Change of Control
Repurchase Event.


 


SECTION 2.08. Issue Date. The Issue Date
of the Senior Notes is October 29, 2007.


 


SECTION 2.09. Issue Price. The issue
price of the Senior Notes is 99.60% of the aggregate principal amount of the
Senior Notes.


 


SECTION 2.10. Definitive and Global Notes.
The Senior Notes are issuable in whole or in part in the form of Definitive
Notes or as one or more Global Notes and the Depositary for such Global Notes
shall be DTC.


 


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SECTION 2.11. Denomination. The Senior
Notes shall be issued in registered form in denominations of $2,000 and
integral multiples of $1,000 in excess thereof.


 


SECTION 2.12. Further Issuances. The
Obligor may issue an unlimited principal amount of additional Senior Notes; provided
that, any such additional Senior Notes shall have identical terms as the
outstanding Senior Notes, 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 Senior Notes shall be treated as a
single class with the outstanding Senior Notes for all purposes under this
First Supplemental Indenture and the Indenture.


 


SECTION 2.13. Defeasance and Discharge of
Covenants upon Deposit of Moneys, U.S. Government Obligations. (a)
Sub-clause (b) of the first paragraph of Section 3.02 of the Indenture is
hereby supplemented to add after “9.07” thereof:


 


“and Section 2.07 of
the First Supplemental Indenture, dated October 29, 2007, between the Obligor
and the Trustee”


 


(b) The last sentence of the third to last paragraph
of Section 3.02 of the Indenture is hereby supplemented to add to the end
thereof: “and the Obligor shall no longer be obligated to make an offer to
repurchase Senior Notes under Section 2.07 of the First Supplemental
Indenture upon the occurrence of a Change of Control (as defined in the First
Supplemental Indenture, dated October 29, 2007, between the Obligor and the
Trustee).”


 


SECTION 2.14. Events of Default. In
addition to the Events of Default set forth in Section 4.01 of the Indenture,
the Senior Notes shall include the following additional Event of Default
designated as clause (8) of such Section, which shall be deemed an Event of
Default under Section 4.01 of the Indenture:


 


“(8) a failure by the Obligor to repurchase Senior
Notes tendered for repurchase following the occurrence of a Change of Control
Repurchase Event in conformity with Section 2.07 of the First Supplemental
Indenture, dated October 29, 2007, between the Obligor and the Trustee.”


 


SECTION 2.15. Limitation on Liens. In
addition to the exceptions to the limitations on liens restrictions set forth
in Section 9.06 of the Indenture, the Senior Notes shall include the following
additional exception designated as clause (10) of such Section:


 


“(10) liens existing on the date of the First
Supplemental Indenture, dated October 29, 2007, between the Obligor and the
Trustee.”


 


 


[SIGNATURE PAGE FOLLOWS]


 


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  AGILENT
  TECHNOLOGIES INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  	
  Adrian T. Dillon

  
	
   

  	
  Title:

  	
  Executive Vice President,

  Finance & Administration,

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  	
  Bradley E. Scarbrough

  
	
   

  	
  Title:

  	
  Vice President

  
				



 

















 


EXHIBIT A


 


Form of Senior Note


 


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


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
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 NOTE 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
NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 

















 


	
  No.

  	
   

  	
  $[•],000,000

  



 


6.50% Senior Note due 2017


 


CUSIP No. 00846U AC5


ISIN No. US00846UAC53


 


AGILENT TECHNOLOGIES, INC., a Delaware corporation,
promises to pay to Cede & Co., or registered assigns, the principal
sum listed on the Schedule of Increases or Decreases in Global Note attached
hereto on November 1, 2017.


 


Interest Payment Dates: May 1 and November 1.


 


Record Dates: April 15 and October 15.


 


Additional provisions of this Senior Note are set
forth on the other side of this Senior Note.


 


IN WITNESS WHEREOF, the parties have caused this
instrument to be duly executed.


 


 


	
   

  	
  AGILENT
  TECHNOLOGIES, INC.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Dated:            ,
2007


 


 


	
  TRUSTEE’S
  CERTIFICATE OF AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
  U.S.
  BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as
  Trustee, certifies that this is one of

  the Senior Notes referred
 to in the First Supplemental
  Indenture.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  	
   

  



 

















 


SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL NOTE


 


The initial principal amount of this Global Note is [•],000,000. The following
increases or decreases in this Global Note have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of decrease in

  Principal Amount of

  this Global Note

  	
   

  	
  Amount of increase in

  Principal Amount of

  this Global Note

  	
   

  	
  Principal amount of this

  Global Note following such

  decrease or increase

  	
   

  	
  Signature of authorized

  signatory of Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


6.50% Senior Notes due 2017


 


1.
Interest


 


AGILENT TECHNOLOGIES, INC., a Delaware
corporation (such corporation, and its successors and assigns under the
Indenture hereinafter referred to, being herein called the “Obligor”), promises
to pay interest on the principal amount of this Senior Note at the rate per
annum shown above. The Obligor shall pay interest semiannually on May 1 and
November 1 of each year. Interest on this Senior Note shall accrue from the
most recent date to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from October 29, 2007 until the
principal hereof is due. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months. The Obligor shall pay interest on overdue
principal at the rate borne by this Senior Note plus 2% per annum, and it
shall pay interest on overdue installments of interest at the same rate to the
extent lawful.


 


2.
Method of Payment


 


The Obligor shall pay interest on this Senior Note
(except defaulted interest) to the Persons who are registered Holders at the
close of business on the Record Date. Holders must surrender this Senior Note
to a Paying Agent to collect principal payments. Payments in respect of this
Senior Note represented by a Global Note (including principal, premium, if any,
and interest) shall be made in immediately available funds to DTC or its
nominees, as the case may be, as the Holder of such Global Note. The Obligor
will make all payments in respect of any certificated Senior Note (including
principal, premium, if any, and interest) at the office of the Paying Agent,
except that, at the option of the Obligor, payment of interest may be made by
mailing a check to the registered address of each Holder thereof or, upon
request of a Holder of at least $1,000,000 aggregate principal amount of Senior
Notes, by wire transfer to an account located in the United States by the
payee.


 


3.
Paying Agent and Registrar


 


Initially, U.S. Bank National Association, a United
States banking association (the “Trustee”), will act as Paying Agent and
Registrar. The Obligor may act as Paying Agent.


 


4.
Indenture


 


The Obligor issued this Senior Note under an
Indenture dated as of October 24, 2007 (the “Base Indenture”), between the
Obligor and the Trustee, as supplemented by the First Supplemental Indenture,
dated as of October 29, 2007 (the “First Supplemental Indenture” and, together
with the Base Indenture, the “Indenture”), between the Obligor and the Trustee.
The terms of this Senior Note include those stated in the Indenture, and those
made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the
Indenture (the “TIA”). Terms defined in the Indenture and not defined herein
have the meanings ascribed thereto in the Indenture. This Senior Note is
subject to all terms and provisions of the Indenture, and Holders (as defined
in the Indenture) are referred to the Indenture and the TIA for a statement of
such terms and provisions. In the event of a conflict between any provision of
this Senior Note and the Indenture, the Indenture shall govern such provision.


 


This Senior Note is a senior unsecured obligation of
the Obligor of which an unlimited aggregate principal amount may be at any one
time Outstanding. The Indenture imposes certain limitations on the ability of
the Obligor and its Subsidiaries to, among other things, create or incur Liens
and enter into certain Sale-Leaseback Transactions. The Indenture also imposes
limitations on the ability of the Obligor to consolidate or merge with or into
any other Person or convey, transfer or lease all or substantially all its
property.


 

















 


5.
Optional Redemption


 


The Obligor may redeem this Senior Note at its
option at any time in whole or in part. If the Obligor elects to redeem this Senior
Note, it will pay a Redemption Price equal to the greater of the following
amounts, plus, in each case, accrued and unpaid interest thereon to, but not
including, the Redemption Date:


 


•                  100% of the aggregate principal amount of
this Senior Note; or


 


•                  the sum of the present values of the
Remaining Scheduled Payments. In determining the present values of the
Remaining Scheduled Payments the Obligor shall discount such payments to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at a discount rate equal to the Treasury Rate plus 35
basis points.


 


6.
Sinking Fund


 


This Senior Note is not subject to any sinking fund.


 


7.
Notice of Redemption


 


If the Obligor elects to redeem this Senior Note, it
shall furnish the Trustee, at least 45 days (or such shorter period as shall be
acceptable to the Trustee, but in no event less than 30 days) but not more than
60 days before the Redemption Date, an Officer’s Certificate setting forth
(1) the Redemption Date and (2) the CUSIP and/or ISIN numbers of this
Senior Note.


 


Notice of redemption of this Senior Note, either in
whole or in part, shall be given to the Holder thereof at the option of the
Obligor by first-class mail, postage prepaid, mailed not fewer than 30 nor more
than 60 days prior to the Redemption Date to such Holder at such Holder’s
last address appearing in the Security Register for the Senior Notes.


 


8.
Repurchase of this Senior Note at the Option of Holders upon Change of
Control Repurchase Event


 


If a Change of Control Repurchase Event occurs,
unless the Obligor has exercised its right to redeem this Senior Note as
described in the Indenture, the Obligor shall be required to make an offer to
the Holder of this Senior Note to repurchase all or any part (in excess of
$2,000 and in integral multiples of $1,000) of this Senior Note at a repurchase
price in cash equal to 101% of the aggregate principal amount of such
percentage of this Senior Note plus any accrued and unpaid interest on the
portion of this Senior Note so repurchased to, but not including, the date of
repurchase, as provided in, and subject to the terms of, the Indenture.


 


9.
Denominations; Transfer; Exchange


 


Senior Notes may be issued in registered form in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. A
Holder may transfer or exchange this Senior Note in accordance with the
Indenture. Upon any transfer or exchange, the Obligor and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Obligor need not register the transfer of or exchange this
Senior Note if selected for redemption (except, in the event it will be
redeemed in part, the portion not to be redeemed), or to transfer or exchange
this Senior Note for a period of 15 days prior to a selection of Senior Notes
to be redeemed.


 


10.
Persons Deemed Owners


 


With certain exceptions, the registered Holder of
this Senior Note may be treated as the owner of it for all purposes.


 

















 


11.
Unclaimed Money


 


If money for the payment of principal or interest,
if any, remains unclaimed for two years, the Trustee shall pay the money back
to the Obligor at its request. After any such payment, Holders entitled to the
money must look to the Obligor for payment as unsecured general creditors and
the Trustee and the Paying Agent shall have no further liability with respect
to such monies.


 


12.
Discharge and Defeasance


 


Subject to certain conditions, the Obligor at any
time may terminate some of or all its obligations under this Senior Note and
the Indenture if the Obligor deposits with the Trustee U.S. dollars or
non-callable U.S. Government Obligations for the payment of principal of,
premium, if any, and interest on, this Senior Note to redemption or maturity,
as the case may be.


 


13.
Amendment, Waiver


 


Subject to certain exceptions set forth in the
Indenture, (i) the Indenture may be amended under certain circumstances
with the written consent of the Holders of at least a majority in aggregate
principal amount of the Outstanding Senior Notes and (ii) certain defaults
may be waived with the written consent of the Holders of at least a majority in
principal amount of the Outstanding Senior Notes. Subject to certain exceptions
set forth in the Indenture, without the consent of the Holders of any Senior
Notes, the Obligor and the Trustee may amend the Indenture: (i) 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
Senior Notes; (ii) to add to the covenants of the Obligor for the benefit
of Holders of the Senior Notes or to surrender any right or power conferred
upon the Obligor; (iii) to add any additional events of default for the
benefit of Holders of the Senior Notes; (iv) to add to or change any of
the provisions of the Indenture as necessary to permit or facilitate the
issuance of Senior 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 Senior Notes in uncertificated form; (v) to secure the Senior Notes;
(vi) to add or appoint a successor or separate Trustee; (vii) to cure
any ambiguity, defect or inconsistency; (viii) to supplement any of the
provisions of the Indenture as necessary to permit or facilitate the defeasance
and discharge of Senior Notes, provided that the interests of the holders of
the Senior Notes are not adversely affected in any material respect;
(ix) to make any other change that would not adversely affect the Holders
of the Senior Notes in any material respect; (x) to make any change
necessary to comply with any requirement of the Commission in connection with
the qualification of the Indenture or any supplemental Indenture under the TIA;
and (xi) to conform the Indenture to the section entitled “Description of
Notes” in the prospectus supplement dated October 24, 2007 relating to the
Senior Notes.


 


14.
Defaults and Remedies


 


If any Event of Default (other than an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization
of the Company) with respect to this Senior Note occurs and is continuing, then
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Outstanding Senior Notes may declare the principal of all
Outstanding Senior Notes, 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 relating to a merger or certain events of
bankruptcy, insolvency or reorganization of the Company occurs, then the
principal amount of all the Senior 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
Senior Notes, to the full extent permitted by applicable law.


 


Under certain circumstances, the Holders of a
majority in principal amount of the Outstanding Senior Notes may rescind any
such acceleration with respect to the Senior Notes and its consequences.


 

















 


No Holder of this Senior Note may institute any
action, unless and until: (i) such Holder has given the Trustee written
notice of a continuing Event of Default with respect to the Senior Notes;
(ii) the Holders of at least 25% in aggregate principal amount of the
Outstanding Senior Notes 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; (iii) 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; (iv) the Trustee has failed
to institute any such proceeding for 60 days after its receipt of such
notice, request and offer of indemnity; and (v) 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 Senior Notes. These
limitations do not apply to a suit instituted by a Holder of any Senior Notes
for enforcement of payment of the principal of, and premium, if any, or
interest on, such Senior Notes on or after the respective due dates expressed
in such Senior Notes.


 


15.
Trustee Dealings with the Obligor


 


Subject to certain limitations imposed by the TIA,
the Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of this Senior Note and may otherwise deal with the
Obligor with the same rights it would have if it were not Trustee.


 


16.
Authentication


 


This Senior Note shall not be valid until an
authorized signatory of the Trustee (or an authenticating agent) manually signs
the certificate of authentication on the other side of this Senior Note.


 


17.
Governing Law


 


THIS SENIOR NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


18.
CUSIP and ISIN Numbers


 


The Obligor has caused CUSIP and ISIN numbers to be
printed on this Senior Note and has directed the Trustee to use CUSIP and ISIN
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on this Senior
Note or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.


 


The Obligor will furnish to any
Holder of this Senior Note upon written request and without charge to the
Holder a copy of the Indenture which has in it the text of this Senior Note.