exv4w2






Exhibit 4.2




EXECUTION VERSION




LIFE TECHNOLOGIES CORPORATION




as Issuer



and



U.S. BANK NATIONAL ASSOCIATION



as Trustee



FIRST SUPPLEMENTAL INDENTURE



Dated as of February 19, 2010



to the Indenture dated as of February 19, 2010



3.375% Senior Notes due 2013

4.400% Senior Notes due 2015

6.000% Senior Notes due 2020



 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1


APPLICATION OF SUPPLEMENTAL INDENTURE

	 
	 	 	 	 
	Section 1.01. Application of First Supplemental Indenture
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2

DEFINITIONS

	 
	 	 	 	 
	Section 2.01. Certain Terms Defined in the Indenture
	 	 	2	 
	Section 2.02. Definitions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 3

FORM AND TERMS OF THE NOTES
	 
	 	 	 	 
	Section 3.01. Form and Dating
	 	 	5	 
	Section 3.02. Terms of the Notes
	 	 	6	 
	Section 3.03. Optional Redemption
	 	 	7	 
	Section 3.04. Repurchase of Notes upon a Change of Control
	 	 	8	 
	Section 3.05. Amendment of Events of Default
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 4

MISCELLANEOUS

	 
	 	 	 	 
	Section 4.01. Conflict with Trust Indenture Act
	 	 	9	 
	Section 4.02. New York Law to Govern
	 	 	9	 
	Section 4.03. Counterparts
	 	 	10	 
	Section 4.04. Separability Clause
	 	 	10	 
	Section 4.05. Ratification
	 	 	10	 
	Section 4.06. Effectiveness
	 	 	10	 
	 
	 	 	 	 
	EXHIBIT A-1 – Form of 3.375% Senior Notes due 2013
	 	 	A-1	 
	 
	 	 	 	 
	EXHIBIT B-1 – Form of 4.400% Senior Notes due 2015
	 	 	B-1	 
	 
	 	 	 	 
	EXHIBIT C-1 – Form of 6.000% Senior Notes due 2020
	 	 	C-1	 
	 
	 	 	 	 
	i







 









 





FIRST SUPPLEMENTAL INDENTURE




          SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of February 19, 2010,
between LIFE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), and U.S. Bank
National Association, as Trustee (the “Trustee”).



RECITALS OF THE COMPANY




          WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of February
19, 2010 (the “Base Indenture,” and together with the First Supplemental Indenture, the
“Indenture”), to provide for the issuance by the Company from time to time of Notes to be issued in
one or mores series as provided in the Indenture;



          WHEREAS, Section 901 of the Base Indenture provides, among other things, that the Company and
the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of
any holders of Notes, to establish the form of any Note, as permitted by Section 201 of the Base
Indenture, and to provide for the issuance of the Notes (as defined below), as permitted by Section
301 of the Base Indenture, and to set forth the terms thereof;



          WHEREAS, the Company desires to execute this First Supplemental Indenture pursuant to Section
201 of the Base Indenture to establish the form, and pursuant to Section 301 of the Base Indenture
to provide for the issuance, of a series of its senior notes designated as its 3.375% Senior Notes
due March 1, 2013 (the “2013 Notes”), a series of its senior notes designated as its 4.400% Senior
Notes due March 1, 2015 (the “2015 Notes”) and a series of its senior notes designated as its
6.000% Senior Notes due March 1, 2020 (the “2020 Notes,” and together with the 2013 Notes and the
2015 Notes, the “Notes”), in an initial aggregate principal amount of $250,000,000, in the case of
the 2013 Notes, $500,000,000 in the case of the 2015 Notes and $750,000,000 in the case of the 2020
Notes. The 2013 Notes, 2015 and the 2020 are each a series of Notes as referred to in Section 301
of the Base Indenture.



          WHEREAS, the Company has delivered to the Trustee an Opinion of Counsel and an Officers’
Certificate pursuant to Sections 102 and 903 of the Base Indenture to the effect that the execution
and delivery of the First Supplemental Indenture is authorized or permitted under the Base
Indenture and that all conditions precedent provided for in the Base Indenture to the execution and
delivery of this First Supplemental Indenture to be complied with by the Company have been complied
with;



          WHEREAS, the Company has requested that the Trustee execute and deliver this First
Supplemental Indenture;



          WHEREAS, all things necessary have been done by the Company to make this First Supplemental
Indenture, when executed and delivered by the Company, a valid and legally binding instrument; and



          WHEREAS, all things necessary have been done by the Company to make the Notes, when executed
by the Company and authenticated and delivered in accordance with the provisions of this Indenture,
the valid obligations of the Company;



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          NOW, THEREFORE:



          In consideration of the premises stated herein and the purchase of the Notes by the holders
thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate
benefit of the respective holders from time to time of the Notes as follows:



ARTICLE 1

APPLICATION OF SUPPLEMENTAL INDENTURE




          Section 1.01. Application of First Supplemental Indenture. Notwithstanding any other
provision of this First Supplemental Indenture, all provisions of this First Supplemental Indenture
are expressly and solely for the benefit of the holders of the Notes and any such provisions shall
not be deemed to apply to any other Notes issued under the Base Indenture and shall not be deemed
to amend, modify or supplement the Base Indenture for any purpose other than with respect to the
Notes. Unless otherwise expressly specified, references in this Supplemental Indenture to specific
Article numbers or Section numbers refer to Articles and Sections contained in this Supplemental
Indenture as they amend or supplement the Base Indenture, and not the Base Indenture or any other
document. All Initial 2013 Notes and Additional 2013 Notes, if any, all Initial 2015 Notes and
Additional 2015 Notes, if any, and all Initial 2020 Notes and Additional 2020 Notes, if any, will
each be treated as a single class for all purposes of this Indenture, including waivers,
amendments, redemptions and offers to purchase.



ARTICLE 2

DEFINITIONS




          Section 2.01. Certain Terms Defined in the Indenture. For purposes of this First
Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Base Indenture, as amended hereby.



          Section 2.02. Definitions. For the benefit of the holders of the Notes, Section 101
of the Base Indenture shall be amended by adding the following new definitions:



          “Additional Notes” has the meaning specified in Section 3.02(b) hereto.



          “Below Investment Grade Rating Event” means the Notes are rated below Investment Grade Rating
by at least two of the three Rating Agencies on any date commencing upon the first public notice by
the Company of the occurrence of a Change of Control or the Company’s intention to effect a Change
of Control and ending 60 days following consummation of such Change of Control (which period shall
be extended so long as the rating of the Notes is under publicly announced consideration for
possible downgrade by any of the Rating Agencies).



          “Change of Control” means the occurrence of any of the following:



          (1) 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 Company and its subsidiaries taken as a whole to any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act) other than the Company or one of its
Subsidiaries; (2) the consummation of any transaction (including, without limitation,



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any merger or consolidation) as a result of which any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s
outstanding voting stock or other voting stock into which the Company’s voting stock is
reclassified, consolidated, exchanged or changed, measured by voting power rather than number of
shares; provided, however, that a transaction will not be deemed to involve a Change of Control if
the Company becomes a direct or indirect wholly owned subsidiary of a holding company and the
holders of the voting stock of such holding company immediately following that transaction are
substantially the same as the holders of the Company’s voting stock immediately prior to that
transaction; (3) the Company consolidates with, or merges with or into, any “person” or “group” (as
that term is used in Section 13(d)(3) of the Exchange Act), or any “person” or “group” consolidates
with, or merges with or into, the Company, in any such event pursuant to a transaction in which any
of the Company’s voting stock or the voting stock of such other person is converted into or
exchanged for cash, securities or other property, other than any such transaction where the shares
of the Company’s voting stock outstanding immediately prior to such transaction constitute, or are
converted into or exchanged for, a majority of the voting stock of the surviving person or any
direct or indirect parent company of the surviving person immediately after giving effect to such
transaction; (4) the first day on which a majority of the members of the Company’s board of
directors are not Continuing Directors; or (5) the adoption of a plan relating to the Company’s
liquidation or dissolution.



          “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Below Investment Grade Rating Event.



          “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the 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 Notes to be redeemed.



          “Comparable Treasury Price” means, with respect to any Redemption Date, (a) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest of the Reference Treasury Dealer Quotations, (b) if fewer than four Reference Treasury
Dealer Quotations are obtained, the arithmetic average of those quotations or (c) if only one
Reference Treasury Dealer Quotation is obtained, such Reference Treasury Dealer Quotation.



          “Continuing Directors” means, as of any date of determination, any member of the board of
directors of the Company who (1) was a member of the board of directors of the Company on the date
hereof; or (2) was nominated for election or elected to the board of directors of the Company with
the approval of a majority of the Continuing Directors who were members of such board of directors
of the Company at the time of such nomination or election (either by specific vote or by approval
of the Company’s proxy statement in which such member was named as a nominee for election as a
director, without objection to such nomination).



          “Fitch” means Fitch, Inc. and any successors to its rating agency business.



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          “Global Note” means, individually and collectively, each of the Notes in the form of Global
Notes issued to the Depositary or its nominee, substantially in the form of Exhibit A, Exhibit B
and Exhibit C.



          “Independent Investment Banker” means the Reference Treasury Dealer appointed by the Company.



          “Initial Notes” has the meaning specified in Section 3.02(b) hereto.



          “Investment Grade Rating” means a rating by Moody’s equal to or higher than Baa3 (or the
equivalent under a successor rating category of Moody’s), a rating by S&P equal to or higher than
BBB- (or the equivalent under any successor rating category of S&P) or a rating by Fitch equal to
or higher than BBB- (or the equivalent under any successor rating category of Fitch).



          “Moody’s” means Moody’s Investors Service, Inc. and any successors to its rating agency
business.



          “Notes” has the meaning specified in the recitals hereto.



          “Principal Amount” means the aggregate principal amount of all Outstanding Initial Notes and
Additional Notes.



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



          “Reference Treasury Dealer” means each of Banc of America Securities LLC, Goldman, Sachs & Co.
and J.P. Morgan Securities Inc., and their respective successors, or if at any time any of the
above is not a primary U.S. Government securities dealer, any other nationally recognized
investment banking firm selected by the Company that is a primary U.S. Government securities
dealer, as well as two other nationally recognized investment banking firms selected by the Company
that are primary U.S. Government securities dealers.



          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the 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 at 5:00 p.m., New York City
time, on the third Business Day preceding such Redemption Date.



          “Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining
scheduled payments of the principal thereof and interest thereon that would be due after the
related Redemption Date for such redemption; provided, however, that, if such Redemption Date is
not an Interest Payment Date with respect to such Note, the amount of



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the next succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such Redemption Date.



          “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC
business and any successor to its rating agency business.



          “Treasury Rate” means, for any Redemption Date, the rate per annum equal to the semi-annual
equivalent yield to Maturity, computed as the second Business Day immediately preceding that
Redemption Date, of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for that Redemption Date.



          “Trustee” has the meaning specified in the first paragraph hereto.



          “Voting Stock” means capital stock of any class or kind the holders of which are ordinarily,
in the absence of contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of the Company, even if the right to vote has been suspended by the
happening of such a contingency.



ARTICLE 3

FORM AND TERMS OF THE NOTES




          Section 3.01. Form and Dating. The Notes and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit A, Exhibit B and
Exhibit C attached hereto. The Notes shall be executed on behalf of the Company by two
Officers of the Company. The Notes may have notations, legends or endorsements required by law,
stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes
and any beneficial interest in the Notes shall be in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.



          The terms and notations contained in the Notes shall constitute, and are hereby expressly
made, a part of the Indenture, and the Company and the Trustee, by their execution and delivery of
this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound
thereby.



          (a) Global Note. The Notes shall be issued initially in global form (the “Global Note”),
which shall be deposited with the Trustee as custodian for the Depositary and registered in the
name of Cede & Co., the Depositary’s nominee, duly executed on behalf of the Company by two
Officers of the Company, and authenticated by the Trustee in accordance with Section 202 of the
Base Indenture.



          (b) Book-Entry Provisions. This Section 3.01(b) shall apply only to the Global Notes
deposited with the Trustee as custodian for the Depositary.



          The Company shall execute and the Trustee shall, in accordance with Section 202 of the Base
Indenture, authenticate, and hold each Global Note as custodian for the Depositary.



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          Section 3.02. Terms of the Notes. The following terms relating to the Notes are
hereby established pursuant to Section 301 of the Base Indenture:



          (a) Title. The 2013 Notes shall constitute a series of Notes having the title “3.375% Senior
Notes due 2013”, the 2015 Notes shall constitute a separate series of Notes having the title
“4.400% Senior Notes due 2015” and the 2020 Notes shall constitute a separate series of Notes
having the title “6.000% Senior Notes due 2020”.



          (b) Principal Amount. The aggregate principal amount of the 2013 Notes (the “Initial 2013
Notes”), the 2015 Notes (the “Initial 2015 Notes”) and the 2020 Notes (the “Initial 2020 Notes” and
together with the Initial 2013 Notes and the Initial 2015 Notes, the “Initial Notes”) that may be
initially authenticated and delivered under the Indenture shall be $250,000,000, $500,000,000 and
$750,000,000, respectively. The Company may from time to time, without the consent of the holders
of Notes, issue additional 2013 Notes (in any such case “Additional 2013 Notes”), additional 2015
Notes (in any such case “Additional 2015 Notes”) or additional 2020 Notes (in any such case,
“Additional 2020 Notes”) having the same ranking and the same interest rate, Maturity and other
terms as the Initial 2013 Notes, the Initial 2015 Notes or the Initial 2020 Notes, as the case may
be (except for the payment of interest accruing prior to the issue date of such Additional Notes,
or, in some cases, the first Interest Payment Date following the issue of such Additional Notes).
Any Additional 2013 Notes and the Initial 2013 Notes, any Additional 2015 Notes and the Initial
2015 Notes, as the case may be, and any Additional 2020 Notes and the Initial 2020 Notes, as the
case may be, shall each constitute a single series under the Indenture and all references to the
2013 Notes shall include the Initial 2013 Notes and any Additional 2013 Notes, all references to
the 2015 Notes shall include the Initial 2015 Notes and any Additional 2015 Notes and all
references to the 2020 Notes shall include the Initial 2020 Notes and any Additional 2020 Notes,
unless the context otherwise requires. The aggregate principal amount of each of the Additional
2013 Notes, Additional 2015 Notes and Additional 2020 Notes shall be unlimited.



          (c) Maturity Date. The entire Outstanding principal of the 2013 Notes, the 2015 Notes and the
2020 Notes shall be payable on March 1, 2013, March 1, 2015 and March 1, 2020, respectively.



          (d) Interest Rate. The rate at which the 2013 Notes shall bear interest shall be 3.375% per
annum, the rate at which the 2015 Notes shall bear interest shall be 4.400% per annum and the rate
at which the 2020 Notes shall bear interest shall be 6.000% per annum; the date from which interest
shall accrue on the Notes shall be February 19, 2010, or the most recent Interest Payment Date to
which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be
March 1 and September 1 of each year, beginning September 1, 2010; the interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately
available funds, to the Persons in whose names the Notes are registered at the close of business on
the Regular Record Date for such interest, which shall be the February 15 or August 15, as the case
may be, immediately preceding such Interest Payment Date.



          (e) Payment. The Trustee shall be the initial Paying Agent and Security Registrar. Payment
of the principal and interest shall be at the corporate office of the Trustee in



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the Borough of Manhattan, The City of New York; provided, however, that each installment of
interest and principal on the 2013 Notes, the 2015 Notes or the 2020 Notes may at the Company’s
option be paid by check to the holders at the holder’s address in the Security Register. The 2013
Notes, the 2015 Notes and the 2020 Notes shall initially be issued as Global Notes. Payments with
respect to Notes represented by one or more Global Notes shall be made by wire transfer of
immediately available funds to the account specified by the Depositary. Payments with respect to
Notes represented by one or more Definitive Notes held by a holder of at least U.S.$1,000,000
aggregate principal amount of Notes shall be made by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such holder elects payment by wire
transfer by giving written notice to the Trustee or the Paying Agent to such effect designating
such account no later than 10 days immediately preceding the relevant due date for payment (or such
other date as the Trustee or Paying Agent may accept in its discretion).



          (f) Currency. The currency of denomination of the Notes is United States Dollars. Payment of
principal of and interest and premium, if any, on the Notes shall be made in United States Dollars.



          Section 3.03. Optional Redemption.



          (a) The provisions of Article Eleven of the Base Indenture, as amended by the provisions of
this First Supplemental Indenture, shall apply to the Notes.



          (b) The 2013 Notes, the 2015 Notes and the 2020 Notes shall be redeemable, in each case, in
whole at any time or in part from time to time, at the Company’s option. Upon redemption of the
Notes, the Company shall pay a Redemption Price equal to the greater of:




     (i) 100% of the principal amount of the 2013 Notes, the 2015 Notes or the 2020
Notes to be redeemed, as the case may be, and




     (ii) the sum of the present values of the Remaining Scheduled Payments of the
2013 Notes, the 2015 Notes or the 2020 Notes to be redeemed, as the case may be,
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points in the
case of the 2013 Notes, 30 basis points in the case of the 2015 Notes and 35 basis
points in the case of the 2020 Notes,


plus, in each case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding
the foregoing, installments of interest on the applicable series of Notes that are due and payable
on Interest Payment Dates falling on or prior to a Redemption Date shall be payable on the Interest
Payment Date to the registered holders as of the close of business on the relevant record date
according to the Notes and the Indenture.




          (c) On and after the Redemption Date for the Notes, interest shall cease to accrue on the
Notes or any portion thereof called for redemption, unless the Company defaults in the payment of
the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes,
the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the
Redemption Price of the Notes to be redeemed on the Redemption Date, and



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(except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any.
If less than all of the Notes are to be redeemed, the Notes shall be redeemed in accordance with
Section 1103 of the Base Indenture.




          (d) Notice of any redemption shall be mailed at least 30 days but not more than 60 days before
the Redemption Date to each holder of the Notes to be redeemed; provided, however, that the Company
shall notify the Trustee of the Redemption Date at least 15 days prior to the date of the giving of
such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall be
provided in accordance with Section 1104 of the Base Indenture. If the Redemption Price cannot be
determined at the time such notice is to be given, the actual Redemption Price, calculated as
described above in clause (b), shall be set forth in an Officers’ Certificate of the Company
delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of
redemption having been given as provided in the Indenture, the Notes called for redemption shall,
on the Redemption Date, become due and payable at the Redemption Price, and accrued and unpaid
interest, if any, to the Redemption Date, and from and after such Redemption Date (unless the
Company shall default in the payment of the Redemption Price and accrued interest, if any) such
Notes shall cease to bear interest. Installments of interest on the Notes to be redeemed that are
due and payable on Interest Payment Dates falling on or prior to the Redemption Date shall be
payable on the Interest Payment Date in accordance with the Indenture.



          Section 3.04. Repurchase of Notes upon a Change of Control.



          (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the
Company shall have exercised its option to redeem the 2013 Notes, the 2015 Notes and 2020 Notes in
full, as set forth in Section 3.03 of this First Supplemental Indenture, the Company shall make an
offer (the “Change of Control Offer”) to each holder of the 2013 Notes, the 2015 Notes and 2020
Notes to repurchase any and all (equal to $2,000 or an integral multiple of $1,000 in excess of
$2,000) of such holder’s 2013 Notes, 2015 Notes and 2020 Notes at a repurchase price set forth in
this Section 3.04. In the Change of Control Offer, the Company shall be required to offer payment
in cash equal to 101% of the aggregate principal amount of 2013 Notes, 2015 Notes and 2020 Notes to
be repurchased, plus accrued and unpaid interest, if any, on the 2013 Notes, 2015 Notes and 2020
Notes to be repurchased up to, but not including, the date of repurchase (the “Change of Control
Payment”). With respect to the Notes, within 30 days following any Change of Control Triggering
Event, the Company shall mail a notice to holders of Notes with a copy to the Trustee describing
the transaction or transactions that constitute or may constitute the Change of Control Triggering
Event and offering to repurchase the Notes on the 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 “Change
of Control Payment Date”).



          (b) On the Change of Control Payment Date, the Company shall, to the extent lawful:




     (i) accept for payment all Notes or portions of Notes properly tendered
pursuant to the Change of Control Offer;



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     (ii) deposit with the Paying Agent an amount equal to the Change of Control
Payment in respect of all Notes or portions of Notes properly tendered; and




     (iii) deliver or cause to be delivered to the Trustee the Notes properly
accepted, together with an Officers’ Certificate stating (1) the aggregate Principal
Amount of Notes or portions of Notes being repurchased, (2) that all conditions
precedent contained herein to make a Change of Control Offer have been complied with
and (3) that the Change of Control Offer has been made in compliance with the
Indenture.



          The Company shall publicly announce the results of the Change of Control Offer on or as soon
as possible after the date of purchase.



          (c) The Company shall comply in all respects with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the Notes as a result of a Change
of Control Triggering Event. To the extent that the provisions of any such securities laws or
regulations conflict with the Change of Control Offer provisions of this Section 3.04, the Company
shall comply with the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 3.04 by virtue of any such conflict.



          Section 3.05. Amendment of Events of Default. Section 501 of the Base Indenture is hereby
amended, in connection with this First Supplemental Indenture, by inserting the following clause
(9):



     (9) failure of the Company to comply with the provisions of Section 3.04 of the First
Supplemental Indenture.



ARTICLE 4

MISCELLANEOUS




          Section 4.01. Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act
or deemed to be a part of and govern this First Supplemental Indenture, such required or deemed
provision shall control. If any provision of this First Supplemental Indenture modifies or excludes
any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision
shall be deemed to apply to this First Supplemental Indenture as so modified or to be excluded, as
the case may be.



          Section 4.02. New York Law to Govern.



          THIS FIRST SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR TO SUCH STATUTE). THE TRUSTEE AND THE
COMPANY AGREE TO SUBMIT TO THE NON-



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EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF
MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
FIRST SUPPLEMENTAL INDENTURE OR THE NOTES. THIS FIRST SUPPLEMENTAL INDENTURE IS SUBJECT TO THE
PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THE INDENTURE AND SHALL, TO
THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS.




          THE TRUSTEE AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS
THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS FIRST SUPPLEMENTAL INDENTURE OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE TRUSTEE OR THE COMPANY RELATING
THERETO. THE COMPANY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE TRUSTEE AND THE HOLDERS
ENTERING INTO THIS FIRST SUPPLEMENTAL INDENTURE.



          Section 4.03. Counterparts. This First Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



          Section 4.04. Separability Clause. In case any provision in this First Supplemental
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 4.05. Ratification. The Base Indenture, as supplemented and amended by this
First Supplemental Indenture, is in all respects ratified and confirmed. The Indenture shall be
read, taken and construed as one and the same instrument. All provisions included in this First
Supplemental Indenture with respect to the Notes supersede any conflicting provisions included in
the Base Indenture unless not permitted by law. The Trustee accepts the trusts created by the
Indenture, and agrees to perform the same upon the terms and conditions of the Indenture.



          Section 4.06. Effectiveness. The provisions of this First Supplemental Indenture
shall become effective as of the date hereof.



          Section 4.07. The Trustee. The Trustee accepts the trusts created by the Indenture, and agrees
to perform the same upon the terms and conditions of the Indenture. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First
Supplemental Indenture or the due execution thereof by the Company. The recitals contained herein
shall be taken as the statements solely of the Company, and the Trustee assumes no responsibility
for the correctness thereof.



10









 






          IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed as of the date first above written.




	 	 	 	 	 
	 	LIFE TECHNOLOGIES CORPORATION

 	 
	 	By:  	     /s/ David F. Hoffmeister
 	 
	 	 	Name:  	David F. Hoffmeister 	 
	 	 	Title:  	Senior Vice President and Chief
Financial Officer 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	     /s/ Paula Oswald
 	 
	 	 	Name:  	Paula Oswald 	 
	 	 	Title:  	Vice President 	 
	 



First Supplemental Indenture





 











 





EXHIBIT A




[FACE OF NOTE]



LIFE TECHNOLOGIES CORPORATION



[Global Notes Legend]


THIS GLOBAL NOTE IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE), IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THIS
GLOBAL NOTE MAY BE EXCHANGED PURSUANT TO SECTION 203(a) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE INDENTURE AND (III)
THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY 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.




			
	 	 	 
	REGISTERED
	 	REGISTERED






LIFE TECHNOLOGIES CORPORATION



3.375% Senior Notes due 2013



			
	 	 	 
	CUSIP NO. [                    ]	 	 
	ISIN NO. [                    ]	 	 
	No. R-[___]
	 	US$[                    ]






     Life Technologies Corporation, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or
its registered assigns, the principal sum of



 









 




[                    ] Dollars ($                    ) on March 1, 2013, and to pay interest thereon from
February 19, 2010 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on March 1 and September in each year, commencing September 1,
2010, to the Persons in whose names the Notes are registered at the close of business on the
immediately preceding February 15 or August 15, as the case may be, at the rate of 3.375% per
annum, until the principal hereof is paid or made available for payment, provided, however that any
principal and premium, and any such installment of interest, which is overdue shall bear interest
at the rate of 3.375% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand). The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Notes (or one or more Predecessor Notes) is registered at the
close of business on the Regular Record Date for such interest, which shall be the February 15 or
August 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be
payable to the holder on such Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more Predecessor Notes) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to holder of Notes of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes of this series may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in said Indenture.




     Payment of the principal of (and premium, if any) and any such interest on this Note will be
made at the office or agency of the Company maintained for that purpose in The City of New York,
New York, in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



 









 





     In Witness Whereof, the Company has caused this instrument to be duly executed.



	 	 	 	 	 
	 	LIFE TECHNOLOGIES CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Attest:




	 	 	 
	 

Name:

	 	 
	Title:
	 	 






 









 






CERTIFICATE OF AUTHENTICATION




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


Dated: February 19, 2010




	 	 	 	 	 
	 	U.S. Bank National Association,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



 









 






	 	 	 	 	 



[Form of Reverse of Note]




     This Note is one of a duly authorized issue of securities of the Company (herein called the
“Notes”), issued and to be issued in one or more series under an Indenture, dated as of February
19, 2010 (herein called the “Indenture”, which term shall have the meaning assigned to it in such
instrument), between the Company and U.S. Bank National Association, as Trustee (herein called the
‘“Trustee”, which term includes any successor trustee under the Indenture and the First
Supplemental Indenture), and reference is hereby made to the Indenture and the First Supplemental
Indenture for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the holders of the Notes and of the terms upon which the
Notes are, and are to be, authenticated and delivered.



     The Notes of this series are subject to redemption at any time, upon not less than 30 days’
and not more than 60 days’ notice by mail, as a whole or from time to time in part, at the election
of the Company, on any date prior to their Stated Maturity at a Redemption Price equal to the
greater of (i) 100% of the principal amount of such Notes to be redeemed, and (ii) the sum of the
present values of the Remaining Scheduled Payments (as defined below) of the Notes to be redeemed,
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 30 basis points, plus, accrued
and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, installments of
interest on the Notes that are due and payable on interest payment dates falling on or prior to a
Redemption Date will be payable on the interest payment date to the registered holders as of the
close of business on the relevant record date according to the Notes, the Indenture and the First
Supplemental Indenture.



     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the 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 Notes to be redeemed.



     “Comparable Treasury Price” means, with respect to any Redemption Date, (a) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest of the Reference Treasury Dealer Quotations, (b) if fewer than four Reference Treasury
Dealer Quotations are obtained, the arithmetic average of those quotations or (c) if only one
Reference Treasury Dealer Quotation is obtained, such Reference Treasury Dealer Quotation.



     “Independent Investment Banker” means the Reference Treasury Dealer appointed by the Company.



     “Reference Treasury Dealer” means each of Banc of America Securities LLC, Goldman, Sachs & Co.
and J.P. Morgan Securities Inc., and their respective successors, or if at any time any of the
above is not a primary U.S. Government securities dealer, any other
nationally recognized investment banking firm selected by the Company that is a primary U.S.



 









 




Government securities dealer, as well as two other nationally recognized investment banking firms
selected by the Company that are primary U.S. Government securities dealers.




     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the 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 at 5:00 p.m., New York City
time, on the third Business Day preceding such Redemption Date.



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



     “Treasury Rate” means, for any Redemption Date, the rate per annum equal to the semi-annual
equivalent yield to Maturity, computed as the second Business Day immediately preceding that
Redemption Date, of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for that Redemption Date.



     In the event of redemption of this Note in part only, a new Note or Notes of this series and
of like tenor for the unredeemed portion hereof will be issued in the name of the holder hereof
upon the cancellation hereof.



     The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Note or certain restrictive covenants and Events of Default with respect to this Note, in each
case upon compliance with certain conditions set forth in the Indenture.



     If an Event of Default with respect to Notes of this series shall occur and be continuing, the
principal of the Notes of this series may be declared due and payable in the manner and with the
effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the holders of the
Notes of each series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the holders of a majority in principal amount of the Notes at the time
Outstanding of each series to be affected. The Indenture also contains provisions permitting the
holders of specified percentages in principal amount of the Notes of each series at the time
Outstanding, on behalf of the holders of all Notes of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and
binding upon such holder and upon all future holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.



 









 





     As provided in and subject to the provisions of the Indenture, the holder of this Note shall
not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such holder shall have
previously given the Trustee written notice of a continuing Event of Default with respect to the
Notes of this series, the holders of not less than 25% in principal amount of the Notes of this
series at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity or
security reasonably satisfactory to it, and the Trustee shall not have received from the holders of
a majority in principal amount of Notes of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the holder of this Note for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note at the times, place and rate, and in the
coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note may be registered and this Note may be exchanged as provided in the
Indenture.



     The Notes of this series are issuable only in registered form without coupons in denominations
of $2,000 and integral multiples of $1,000 in excess thereof.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.



     The Notes of this series shall be governed by and construed in accordance with the laws of the
State of New York (including without limitation Section 5-1401 of the New York General Obligations
Law or any successor to such statute). The Trustee and the Company agree to submit to the
non-exclusive jurisdiction of any United States federal or state court located in the borough of
Manhattan, in the city of New York in any action or proceeding arising out of or relating to the
Notes.



     All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



 









 





ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note to:




 




(Insert assignee’s social security or tax I.D. no.)




 





 





 





 




(Print or type assignee’s name, address and zip code)



and irrevocably appoint                                          as agent to
transfer this Note on the books of the Company. The agent may substitute another to act for him.




 





	 	 	 
	Your Signature:
	 	 
	 

	 	 
	 

	 	(Sign exactly as your name appears on the other side of this Note)






	 	 	 
	Your Name:
	 	 
	 

	 	 




Date:                                                            




	 	 	 
	Signature Guarantee:

	 	*
	 

	 	 







 




			
	*	 	NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the
following recognized signature Guarantee Programs: (i) The Notes Transfer Agent Medallion Program
(STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange
Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee.




 









 










[TO BE ATTACHED TO GLOBAL SECURITIES]



SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


The following exchanges of an interest in this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of an interest in another Global Note or a Definitive Note
for an interest in this Global Note have been made:




	 	 	 	 	 	 	 	 	 
	 	 	Amount of decrease in	 	Amount of increase in	 	Principal Amount of this	 	Signature of authorized
	 	 	Principal Amount of this	 	Principal Amount of this	 	Global Note following	 	signatory of Trustee or
	Date of Exchange	 	Global Note	 	Global Note	 	such decrease or increase	 	Notes Custodian
	 
	 	 	 	 	 	 	 	 





 









 





EXHIBIT B




[FACE OF NOTE]



LIFE TECHNOLOGIES CORPORATION



[Global Notes Legend]


THIS GLOBAL NOTE IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE), IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THIS
GLOBAL NOTE MAY BE EXCHANGED PURSUANT TO SECTION 203(a) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE INDENTURE AND (III)
THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY 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.




			
	 	 	 
	REGISTERED
	 	REGISTERED






LIFE TECHNOLOGIES CORPORATION



4.400% Senior Notes due 2015



			
	 	 	 
	CUSIP NO. [                    ]	 	 
	ISIN NO. [                    ]	 	 
	No. R-[___]
	 	US$[                    ]






     Life Technologies Corporation, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company”, which term includes any



 









 




successor Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or its registered assigns, the principal sum of [                    ]
Dollars ($                    ) on March 1, 2015, and to pay interest thereon from February 19, 2010 or from
the most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on March 1 and September in each year, commencing September 1, 2010, to the Persons
in whose names the Notes are registered at the close of business on the immediately preceding
February 15 or August 15, as the case may be, at the rate of 4.400% per annum, until the principal
hereof is paid or made available for payment, provided, however that any principal and premium, and
any such installment of interest, which is overdue shall bear interest at the rate of 4.400% per
annum (to the extent that the payment of such interest shall be legally enforceable), from the
dates such amounts are due until they are paid or made available for payment, and such interest
shall be payable on demand). The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name
this Notes (or one or more Predecessor Notes) is registered at the close of business on the Regular
Record Date for such interest, which shall be the February 15 or August 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the holder on
such Regular Record Date and may either be paid to the Person in whose name this Note (or one or
more Predecessor Notes) is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
holder of Notes of this series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.




     Payment of the principal of (and premium, if any) and any such interest on this Note will be
made at the office or agency of the Company maintained for that purpose in The City of New York,
New York, in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



 









 





     In Witness Whereof, the Company has caused this instrument to be duly executed.



	 	 	 	 	 
	 	LIFE TECHNOLOGIES CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Attest:




	 	 	 
	 

Name:

	 	 
	Title:
	 	 






 









 






CERTIFICATE OF AUTHENTICATION




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


Dated: February 19, 2010




	 	 	 	 	 
	 	U.S. Bank National Association,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



 









 






	 	 	 	 	 



[Form of Reverse of Note]




     This Note is one of a duly authorized issue of securities of the Company (herein called the
“Notes”), issued and to be issued in one or more series under an Indenture, dated as of February
19, 2010 (herein called the “Indenture”, which term shall have the meaning assigned to it in such
instrument), between the Company and U.S. Bank National Association, as Trustee (herein called the
‘“Trustee”, which term includes any successor trustee under the Indenture and the First
Supplemental Indenture), and reference is hereby made to the Indenture and the First Supplemental
Indenture for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the holders of the Notes and of the terms upon which the
Notes are, and are to be, authenticated and delivered.



     The Notes of this series are subject to redemption at any time, upon not less than 30 days’
and not more than 60 days’ notice by mail, as a whole or from time to time in part, at the election
of the Company, on any date prior to their Stated Maturity at a Redemption Price equal to the
greater of (i) 100% of the principal amount of such Notes to be redeemed, and (ii) the sum of the
present values of the Remaining Scheduled Payments (as defined below) of the Notes to be redeemed,
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 30 basis points, plus, accrued
and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, installments of
interest on the Notes that are due and payable on interest payment dates falling on or prior to a
Redemption Date will be payable on the interest payment date to the registered holders as of the
close of business on the relevant record date according to the Notes, the Indenture and the First
Supplemental Indenture.



     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the 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 Notes to be redeemed.



     “Comparable Treasury Price” means, with respect to any Redemption Date, (a) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest of the Reference Treasury Dealer Quotations, (b) if fewer than four Reference Treasury
Dealer Quotations are obtained, the arithmetic average of those quotations or (c) if only one
Reference Treasury Dealer Quotation is obtained, such Reference Treasury Dealer Quotation.



     “Independent Investment Banker” means the Reference Treasury Dealer appointed by the Company.



     “Reference Treasury Dealer” means each of Banc of America Securities LLC, Goldman, Sachs & Co.
and J.P. Morgan Securities Inc., and their respective successors, or if at any time any of the
above is not a primary U.S. Government securities dealer, any other
nationally recognized investment banking firm selected by the Company that is a primary U.S.



 









 




Government securities dealer, as well as two other nationally recognized investment banking firms
selected by the Company that are primary U.S. Government securities dealers.




     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the 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 at 5:00 p.m., New York City
time, on the third Business Day preceding such Redemption Date.



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



     “Treasury Rate” means, for any Redemption Date, the rate per annum equal to the semi-annual
equivalent yield to Maturity, computed as the second Business Day immediately preceding that
Redemption Date, of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for that Redemption Date.



     In the event of redemption of this Note in part only, a new Note or Notes of this series and
of like tenor for the unredeemed portion hereof will be issued in the name of the holder hereof
upon the cancellation hereof.



     The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Note or certain restrictive covenants and Events of Default with respect to this Note, in each
case upon compliance with certain conditions set forth in the Indenture.



     If an Event of Default with respect to Notes of this series shall occur and be continuing, the
principal of the Notes of this series may be declared due and payable in the manner and with the
effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the holders of the
Notes of each series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the holders of a majority in principal amount of the Notes at the time
Outstanding of each series to be affected. The Indenture also contains provisions permitting the
holders of specified percentages in principal amount of the Notes of each series at the time
Outstanding, on behalf of the holders of all Notes of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and
binding upon such holder and upon all future holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.



 









 





     As provided in and subject to the provisions of the Indenture, the holder of this Note shall
not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such holder shall have
previously given the Trustee written notice of a continuing Event of Default with respect to the
Notes of this series, the holders of not less than 25% in principal amount of the Notes of this
series at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity or
security reasonably satisfactory to it, and the Trustee shall not have received from the holders of
a majority in principal amount of Notes of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the holder of this Note for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note at the times, place and rate, and in the
coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note may be registered and this Note may be exchanged as provided in the
Indenture.



     The Notes of this series are issuable only in registered form without coupons in denominations
of $2,000 and integral multiples of $1,000 in excess thereof.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.



     The Notes of this series shall be governed by and construed in accordance with the laws of the
State of New York (including without limitation Section 5-1401 of the New York General Obligations
Law or any successor to such statute). The Trustee and the Company agree to submit to the
non-exclusive jurisdiction of any United States federal or state court located in the borough of
Manhattan, in the city of New York in any action or proceeding arising out of or relating to the
Notes.



     All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



 









 





ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note to:




 




(Insert assignee’s social security or tax I.D. no.)




 





 





 





 




(Print or type assignee’s name, address and zip code)



and irrevocably appoint                                          as agent to
transfer this Note on the books of the Company. The agent may substitute another to act for him.




 





	 	 	 
	Your Signature:
	 	 
	 

	 	 
	 

	 	(Sign exactly as your name appears on the other side of this Note)






	 	 	 
	Your Name:
	 	 
	 

	 	 




Date:                                                            




	 	 	 
	Signature Guarantee:

	 	*
	 

	 	 







 




			
	*	 	NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the
following recognized signature Guarantee Programs: (i) The Notes Transfer Agent Medallion Program
(STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange
Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee.







 









 








[TO BE ATTACHED TO GLOBAL SECURITIES]



SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


The following exchanges of an interest in this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of an interest in another Global Note or a Definitive Note
for an interest in this Global Note have been made:




	 	 	 	 	 	 	 	 	 
	 	 	Amount of decrease in	 	Amount of increase in	 	Principal Amount of this	 	Signature of authorized
	 	 	Principal Amount of this	 	Principal Amount of this	 	Global Note following	 	signatory of Trustee or
	Date of Exchange	 	Global Note	 	Global Note	 	such decrease or increase	 	Notes Custodian
	 
	 	 	 	 	 	 	 	 





 









 





EXHIBIT C




[FACE OF NOTE]



LIFE TECHNOLOGIES CORPORATION



[Global Notes Legend]


THIS GLOBAL NOTE IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE), IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THIS
GLOBAL NOTE MAY BE EXCHANGED PURSUANT TO SECTION 203(a) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE INDENTURE AND (III)
THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY 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.




			
	 	 	 
	REGISTERED
	 	REGISTERED






LIFE TECHNOLOGIES CORPORATION



6.000% Senior Notes due 2020



	 	 	 
	 
	 	 
	CUSIP NO. [                    ]
	 	 
	ISIN NO. [                    ]
	 	 
	No. R-[___]

	 	US$[                    ]






     Life Technologies Corporation, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or
its registered assigns, the principal sum of



 









 




[                    ] Dollars ($                    ) on March 1, 2020, and to pay interest thereon from
February 19, 2010 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on March 1 and September in each year, commencing September 1,
2010, to the Persons in whose names the Notes are registered at the close of business on the
immediately preceding February 15 or August 15, as the case may be, at the rate of 6.000% per
annum, until the principal hereof is paid or made available for payment, provided, however that any
principal and premium, and any such installment of interest, which is overdue shall bear interest
at the rate of 6.000% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand). The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Notes (or one or more Predecessor Notes) is registered at the
close of business on the Regular Record Date for such interest, which shall be the February 15 or
August 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be
payable to the holder on such Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more Predecessor Notes) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to holder of Notes of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes of this series may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in said Indenture.




     Payment of the principal of (and premium, if any) and any such interest on this Note will be
made at the office or agency of the Company maintained for that purpose in The City of New York,
New York, in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



 









 





     In Witness Whereof, the Company has caused this instrument to be duly executed.



	 	 	 	 	 
	 	LIFE TECHNOLOGIES CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Attest:




	 	 	 
	 

Name:

	 	 
	Title:
	 	 






 









 





CERTIFICATE OF AUTHENTICATION




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


Dated: February 19, 2010




	 	 	 	 	 
	 	U.S. Bank National Association,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



 









 






	 	 	 	 	 



[Form of Reverse of Note]




     This Note is one of a duly authorized issue of securities of the Company (herein called the
“Notes”), issued and to be issued in one or more series under an Indenture, dated as of February
19, 2010 (herein called the “Indenture”, which term shall have the meaning assigned to it in such
instrument), between the Company and U.S. Bank National Association, as Trustee (herein called the
‘“Trustee”, which term includes any successor trustee under the Indenture and the First
Supplemental Indenture), and reference is hereby made to the Indenture and the First Supplemental
Indenture for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the holders of the Notes and of the terms upon which the
Notes are, and are to be, authenticated and delivered.



     The Notes of this series are subject to redemption at any time, upon not less than 30 days’
and not more than 60 days’ notice by mail, as a whole or from time to time in part, at the election
of the Company, on any date prior to their Stated Maturity at a Redemption Price equal to the
greater of (i) 100% of the principal amount of such Notes to be redeemed, and (ii) the sum of the
present values of the Remaining Scheduled Payments (as defined below) of the Notes to be redeemed,
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 30 basis points, plus, accrued
and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, installments of
interest on the Notes that are due and payable on interest payment dates falling on or prior to a
Redemption Date will be payable on the interest payment date to the registered holders as of the
close of business on the relevant record date according to the Notes, the Indenture and the First
Supplemental Indenture.



     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the 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 Notes to be redeemed.



     “Comparable Treasury Price” means, with respect to any Redemption Date, (a) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest of the Reference Treasury Dealer Quotations, (b) if fewer than four Reference Treasury
Dealer Quotations are obtained, the arithmetic average of those quotations or (c) if only one
Reference Treasury Dealer Quotation is obtained, such Reference Treasury Dealer Quotation.



     “Independent Investment Banker” means the Reference Treasury Dealer appointed by the Company.



     “Reference Treasury Dealer” means each of Banc of America Securities LLC, Goldman, Sachs & Co.
and J.P. Morgan Securities Inc., and their respective successors, or if at any time any of the
above is not a primary U.S. Government securities dealer, any other
nationally recognized investment banking firm selected by the Company that is a primary U.S.



 









 




Government securities dealer, as well as two other nationally recognized investment banking firms
selected by the Company that are primary U.S. Government securities dealers.




     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the 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 at 5:00 p.m., New York City
time, on the third Business Day preceding such Redemption Date.



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



     “Treasury Rate” means, for any Redemption Date, the rate per annum equal to the semi-annual
equivalent yield to Maturity, computed as the second Business Day immediately preceding that
Redemption Date, of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for that Redemption Date.



     In the event of redemption of this Note in part only, a new Note or Notes of this series and
of like tenor for the unredeemed portion hereof will be issued in the name of the holder hereof
upon the cancellation hereof.



     The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Note or certain restrictive covenants and Events of Default with respect to this Note, in each
case upon compliance with certain conditions set forth in the Indenture.



     If an Event of Default with respect to Notes of this series shall occur and be continuing, the
principal of the Notes of this series may be declared due and payable in the manner and with the
effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the holders of the
Notes of each series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the holders of a majority in principal amount of the Notes at the time
Outstanding of each series to be affected. The Indenture also contains provisions permitting the
holders of specified percentages in principal amount of the Notes of each series at the time
Outstanding, on behalf of the holders of all Notes of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and
binding upon such holder and upon all future holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.



 









 





     As provided in and subject to the provisions of the Indenture, the holder of this Note shall
not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such holder shall have
previously given the Trustee written notice of a continuing Event of Default with respect to the
Notes of this series, the holders of not less than 25% in principal amount of the Notes of this
series at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity or
security reasonably satisfactory to it, and the Trustee shall not have received from the holders of
a majority in principal amount of Notes of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the holder of this Note for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note at the times, place and rate, and in the
coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note may be registered and this Note may be exchanged as provided in the
Indenture.



     The Notes of this series are issuable only in registered form without coupons in denominations
of $2,000 and integral multiples of $1,000 in excess thereof.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.



     The Notes of this series shall be governed by and construed in accordance with the laws of the
State of New York (including without limitation Section 5-1401 of the New York General Obligations
Law or any successor to such statute). The Trustee and the Company agree to submit to the
non-exclusive jurisdiction of any United States federal or state court located in the borough of
Manhattan, in the city of New York in any action or proceeding arising out of or relating to the
Notes.



     All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



 









 





ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note to:




 




(Insert assignee’s social security or tax I.D. no.)




 





 





 





 




(Print or type assignee’s name, address and zip code)



and irrevocably appoint                                          as agent to
transfer this Note on the books of the Company. The agent may substitute another to act for him.




 





	 	 	 
	Your Signature:
	 	 
	 

	 	 
	 

	 	(Sign exactly as your name appears on the other side of this Note)






	 	 	 
	Your Name:
	 	 
	 

	 	 




Date:                                                            




	 	 	 
	Signature Guarantee:

	 	*
	 

	 	 







 




			
	*	 	NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the
following recognized signature Guarantee Programs: (i) The Notes Transfer Agent Medallion Program
(STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange
Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee.




 









 





[TO BE ATTACHED TO GLOBAL SECURITIES]



SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE



The following exchanges of an interest in this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of an interest in another Global Note or a Definitive Note
for an interest in this Global Note have been made:




	 	 	 	 	 	 	 	 	 
	 	 	Amount of decrease in	 	Amount of increase in	 	Principal Amount of this	 	Signature of authorized
	 	 	Principal Amount of this	 	Principal Amount of this	 	Global Note following	 	signatory of Trustee or
	Date of Exchange	 	Global Note	 	Global Note	 	such decrease or increase	 	Notes Custodian