8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported) January 27, 2006

AGILENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15405	77-0518772
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

395 Page Mill Road, Palo Alto, California 94306

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (650) 752-5000

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 27, 2006, Agilent Technologies World Trade, Inc. (“World Trade”), a wholly-owned subsidiary of Agilent Technologies, Inc. (“Agilent”), entered into a Master Repurchase Agreement and related Confirmation  (together, the “Repurchase Agreement”) with Fenway Capital, LLC (the “Counterparty”) pursuant to which World Trade sold to the Counterparty, for an aggregate purchase price of $1.5 billion, 15,000 Class A Preferred Shares of its wholly-owned subsidiary, Agilent Technologies (Cayco) Limited (the “Purchased Securities”), having an aggregate liquidation preference of $1.5 billion.  Pursuant to the Repurchase Agreement, World Trade is obligated to repurchase from the Counterparty, and the Counterparty is obligated to sell to World Trade, the Purchased Securities at a purchase price equal to 100% of their aggregate liquidation preference on January 27, 2011.

Agilent applied $700 million of the proceeds from the Repurchase Agreement to repay in full the amount borrowed under the Credit Agreement entered into on December 14, 2005, among Agilent, World Trade, the initial lenders named therein and Merrill Lynch Capital Corporation, as collateral and administrative agent, to help finance its previously announced share repurchase program of up to $4.466 billion, including the repurchase of its common stock pursuant to the modified “Dutch auction” self-tender offer consummated on December 19, 2005.  Agilent intends to apply the balance of the proceeds to finance additional purchases of its common stock pursuant to its share repurchase program and for general corporate purposes.  As of January 27, 2006, an additional approximate $1.2 billion of common stock remained to be purchased under the share repurchase program.

Under the Repurchase Agreement, World Trade is obligated to make quarterly payments to the Counterparty, at a rate per annum, reset quarterly, equal to three-month LIBOR (as such term is defined in the Repurchase Agreement) plus 28 basis points.  World Trade is entitled to receive from the Counterparty from time to time amounts equal to all dividends and other distributions in respect of the Purchased Securities.  Agilent Technologies (Cayco) Limited is an entity distinct from Agilent and its other subsidiaries, with separate assets and liabilities.

Pursuant to the Guaranty of Agilent Technologies, Inc. dated as of January 27, 2006 (the “Agilent Guaranty”), Agilent has unconditionally and irrevocably guaranteed to the Counterparty the timely payment of all obligations of World Trade under the Repurchase Agreement.

The Repurchase Agreement contains customary events of default for repurchase agreements with respect to each of World Trade and the Counterparty, including failure to pay amounts owed under the Repurchase Agreement, insolvency events (including with respect to Agilent, as guarantor), breaches of representations (including with respect to Agilent, as guarantor) and the failure to provide various notifications required.  Upon the occurrence and continuance of an event of default thereunder, the non-defaulting party has the right to accelerate, or in the case of the occurrence of an insolvency event, the non-defaulting party will be deemed to have accelerated, the repurchase obligation of World Trade under the Repurchase Agreement.  Under the Repurchase Agreement, World Trade has the right to accelerate the date of repurchase of all or any portion of the Purchased Securities to any date prior to January 27, 2011 (an “Accelerated Repurchase Date”).

Pursuant to the Related Agreement, dated as of January 27, 2006 (the “Related Agreement”), among Merrill Lynch Capital Services, Inc. (“Merrill Lynch”), Agilent and World Trade, Agilent and World Trade have jointly and severally agreed that World Trade shall be

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obligated to designate an Accelerated Repurchase Date under the Repurchase Agreement with respect to all (or, in limited cases, a portion) of the Purchased Securities in the event World Trade receives written notice from Merrill Lynch (the “Merrill Lynch Notice”) that either (i) the liquidity arrangement entered into between Merrill Lynch and the Counterparty is being terminated prior to January 27, 2011 or the short-term unsecured debt obligations of the Counterparty shall have ceased to be rated at least “A-1” by Standard & Poor’s Rating Group or “P-1” by Moody’s Investors Service, Inc. and, in either case, Merrill Lynch has been unable to arrange for one or more replacement counterparties reasonably acceptable to World Trade and Merrill Lynch, (ii) World Trade has refused to consent to the Counterparty’s transfer of such rights and obligations to a replacement counterparty or (iii) there has been a change in law which causes it to become unlawful for Merrill Lynch or any of its affiliates to exercise any of its rights or perform any of its obligations under such liquidity arrangement or which, subject to certain conditions, otherwise materially and adversely affects the accounting, tax or regulatory treatment of Merrill Lynch or any of its affiliates as counterparty under such liquidity arrangement.  In the event World Trade optionally exercises its right under the Repurchase Agreement to designate an Accelerated Repurchase Date (subject to limited exceptions) and in certain additional circumstances, World Trade will be required to pay a make-whole premium to Merrill Lynch.

Upon receipt of the Merrill Lynch Notice, World Trade shall be obligated to designate an Accelerated Repurchase Date to occur no earlier than 180 days from the date of such notice and as designated by Merrill Lynch in such notice  with respect to all (or in limited cases a portion) of the Purchased Securities held by the Counterparty.  In the event that a financing shall be necessary to purchase all or a portion of the Purchased Securities on the Accelerated Repurchase Date, Agilent and World Trade shall jointly and severally be required to make additional payments to Merrill Lynch if either (A) any securities offering, if contemplated, is not commenced (or credit facilities, if contemplated, shall not have been entered into) within 120 days of receipt of the Merrill Lynch Notice or (B) whether or not a financing is contemplated, the Purchased Securities shall not have been purchased by the Accelerated Repurchase Date.  Such payments, shall be equal to .25% per annum on the aggregate liquidation preference of the relevant Purchased Securities for the first 180 days that either of such events shall have occurred and be continuing, increasing by .25% per annum for each subsequent 180-day period, subject to a maximum of 1.0% per annum.

In addition, Agilent and World Trade entered into the Agilent Agreement, dated as of January 27, 2006, in favor of the Counterparty and certain other parties, regarding certain representations, warranties and covenants of Agilent and World Trade with respect to each and with respect to Agilent Technologies (Cayco) Limited and certain other subsidiaries of Agilent.

The foregoing agreements will result in the classification of approximately $1.6 billion of Agilent’s investments as restricted on its balance sheet as of January 31, 2006.

A copy of the aforementioned agreements are included herein as Exhibits 99.1, 99.2, 99.3 and 99.4 and are incorporated by reference into this Item 1.01.  The foregoing descriptions are qualified in their entirety by reference to the full text of the agreements.

ITEM 2.01     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.01.

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ITEM 2.03     CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE ARRANGEMENT OF A REGISTRANT

The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits.

The following are furnished as exhibits to this report:

Exhibit No.	Description
99.1	Master Repurchase Agreement (including Annexes and related Confirmation), dated as of January 27, 2006, between Agilent Technologies World Trade, Inc. and Fenway Capital, LLC
99.2	Guaranty of Agilent Technologies, Inc. dated, as of January 27, 2006
99.3	Related Agreement, dated as of January 27, 2006, among Merrill Lynch Capital Services, Inc., Agilent Technologies, Inc. and Agilent Technologies World Trade, Inc.
99.4	Agilent Agreement, dated as of January 27, 2006, by Agilent Technologies, Inc. and Agilent Technologies World Trade, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AGILENT TECHNOLOGIES, INC.
	By:	/s/ Marie Oh Huber
	Name:	Marie Oh Huber
	Title:	Vice President, Assistant Secretary and Assistant General Counsel
Date: February 1, 2006

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EX-99.1

Exhibit 99.1

	Master Repurchase Agreement
	September1996 Version
	Dated as of: January 27, 2006
	Between: Agilent Technologies World Trade, Inc.
	and Fenway Capital, LLC

1.Applicability

From time to time the parties hereto may enter into transactions in  which one party (“Seller”) agrees to transfer to the other (“Buyer”) securities or other assets (“Securities”) against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto and in any other annexes identified herein or therein as applicable hereunder.

2.Definitions

(a)“Act of Insolvency”, with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (ii) the commencement of any such case or proceeding against such party, or another seeking such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days, (iii) the making by such party of a general assignment for the benefit of creditors, or (iv) the admission in writing by such party of such party’s inability to pay such party’s debts as they become due;

(b)“Additional Purchased Securities”, Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

(c)“Buyer’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained by application of the Buyer’s Margin Percentage to the Repurchase Price for such Transaction as of such date;

(d)“Buyer’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to the Seller’s Margin Percentage) agreed to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction;

(e)“Confirmation”, the meaning specified in Paragraph 3(b) hereof;

(f)“Income”, with respect to any Security at any time, any principal thereof and all interest, dividends or other distributions thereon;

(g)“Margin Deficit”, the meaning specified in Paragraph 4(a) hereof;

(h)“Margin Excess”, the meaning specified in Paragraph 4(b) hereof;

(i)“Margin Notice Deadline”, the time agreed to by the parties in the relevant Confirmation, Annex I hereto or otherwise as the deadline for giving notice requiring same-day satisfaction of margin maintenance obligations as provided in Paragraph 4 hereof (or, in the absence of any such agreement, the deadline for such purposes established in accordance with market practice);

(j)“Market Value”, with respect to any Securities as of any date, the price for such Securities on such date obtained from a generally recognized source agreed to by the parties or the most recent closing bid quotation from such a source, plus accrued Income to the extent not included therein (other than any Income credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) as of such date (unless contrary to market practice for such Securities);

(k)“Price Differential”, with respect to any Transaction as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of determination (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction);

(l)“Pricing Rate”, the per annum percentage rate for determination of the Price Differential;

(m)  “Prime Rate”, the prime rate of U.S. commercial banks as published in The Wall Street Journal (or, if more than one such rate is published, the average of such rates);

(n)“Purchase Date”, the date on which Purchased Securities are to be transferred by Seller to Buyer;

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(o)“Purchase Price”, (i) on the Purchase Date, the price at which Purchased Securities are transferred by Seller to Buyer, and (ii) thereafter, except where Buyer and Seller agree otherwise, such price increased by the amount of any cash transferred by Buyer to Seller pursuant to Paragraph 4(b) hereof and decreased by the amount of any cash transferred by Seller to Buyer pursuant to Paragraph 4(a) hereof or applied to reduce Seller’s obligations under clause (ii) of Paragraph 5 hereof;

(p)“Purchased Securities”, the Securities transferred by Seller to Buyer in a Transaction hereunder, and any Securities substituted therefore in accordance with Paragraph 9 hereof. The term “Purchased Securities” with respect to any Transaction at any time also shall include Additional Purchased Securities delivered pursuant to Paragraph 4(a) hereof and shall exclude Securities returned pursuant to Paragraph 4(b) hereof;

(q)“Repurchase Date”, the date on which Seller is to repurchase the Purchased Securities from Buyer, including any date determined by application of the provisions of Paragraph 3(c) or 11 hereof;

(r)“Repurchase Price”, the price at which Purchased Securities are to be transferred from Buyer to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price and the Price Differential as of the date of such determination;

(s)“Seller’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained by application of the Seller’s Margin Percentage to the Repurchase Price for such Transaction as of such date;

(t)“Seller’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to the Buyer’s Margin Percentage) agreed to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction.

3.Initiation; Confirmation; Termination

(a)An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller.

(b)Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with

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respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail.

(c)In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

4.Margin Maintenance

(a)If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyer’s Margin Amount for all such Transactions (a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Seller’s option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer (“Additional Purchased Securities”), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer’s Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller).

(b)If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller’s Margin Amount for all such Transactions at such time (a “Margin Excess”), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer’s option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of the Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will thereupon not exceed such aggregate Seller’s Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer).

(c)If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any business day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subparagraph no later than the close of business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving such notice shall transfer such cash or Securities no later than the close of business in the relevant market on the next business day following such notice.

(d)Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer and Seller.

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(e)Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer or Seller (or both) under subparagraphs (a) and (b) of this Paragraph may be exercised only where a Margin Deficit or Margin Excess, as the case may be, exceeds a specified dollar amount or a specified percentage of the Repurchase Prices for such Transactions (which amount or percentage shall be agreed to by Buyer and Seller prior to entering into any such Transactions).

(f)Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer and Seller under subparagraphs (a) and (b) of this Paragraph to require the elimination of a Margin Deficit or a Margin Excess, as the case may be, may be exercised whenever such a Margin Deficit or Margin Excess exists with respect to any single Transaction hereunder (calculated without regard to any other Transaction outstanding under this Agreement).

5.Income Payments

Seller shall be entitled to receive an amount equal to all Income paid or distributed on or in respect of the Securities that is not otherwise received by Seller, to the full extent it would be so entitled if the Securities had not been sold to Buyer. Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is paid or distributed either (i) transfer to or credit to the account of Seller such Income with respect to any Purchased Securities subject to such Transaction or (ii) with respect to Income paid in cash, apply the Income payment or payments to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Securities sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid or distributed.

6.Security Interest

Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller shall be deemed to have pledged to Buyer as security for the performance by Seller of its obligations under each such Transaction, and shall be deemed to have granted to Buyer a security interest in, all of the Purchased Securities with respect to all Transactions hereunder and all Income thereon and other proceeds thereof.

7.Payment and Transfer

Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred on the book-entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer.

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8.Segregation of Purchased Securities

To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof.

Required Disclosure for Transactions in Which the Seller Retains Custody of the Purchased Securities

Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer’s securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer’s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that, during any trading day that Buyer’s securities are commingled with Seller’s securities, they [will]* [may]** be subject to liens granted by Seller to [its clearing bank]* [third parties]** and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller’s ability to resegregate substitute securities for Buyer will be subject to Seller’s ability to satisfy [the clearing]* [any]** lien or to obtain substitute securities.

* Language to be used under 17 C.F.R. ß403.4(e) if Seller is a government securities broker or dealer other than a financial institution.

** Language to be used under 17 C.F.R. ß403.5(d) if Seller is a financial institution.

9.Substitution

(a)Seller may, subject to agreement with and acceptance by Buyer, substitute other Securities for any Purchased Securities. Such substitution shall be made by transfer to Buyer of such other Securities and transfer to Seller of such Purchased Securities. After substitution, the substituted Securities shall be deemed to be Purchased Securities.

(b)In Transactions in which Seller retains custody of Purchased Securities, the parties expressly agree that Buyer shall be deemed, for purposes of subparagraph (a) of this Paragraph, to have agreed to and accepted in this Agreement substitution by Seller of other Securities for Purchased Securities; provided, however, that such other Securities shall have a Market Value at least equal to the Market Value of the Purchased Securities for which they are substituted.

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10.Representations

Each of Buyer and Seller represents and warrants to the other that (i) it is duly authorized to execute and deliver this Agreement, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance, (ii) it will engage in such Transactions as principal (or, if agreed in writing, in the form of an annex hereto or otherwise, in advance of any Transaction by the other party hereto, as agent for a disclosed principal), (iii) the person signing this Agreement on its behalf is duly authorized to do so on its behalf (or on behalf of any such disclosed principal), (iv) it has obtained all authorizations of any governmental body required in connection with this Agreement and the Transactions hereunder and such authorizations are in full force and effect and (v) the execution, delivery and performance of this Agreement and the Transactions hereunder will not violate any law, ordinance, charter, bylaw or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected. On the Purchase Date for any Transaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it.

11.Events of Default

In the event that (i) Seller fails to transfer or Buyer fails to purchase Purchased Securities upon the applicable Purchase Date, (ii) Seller fails to repurchase or Buyer fails to transfer Purchased Securities upon the applicable Repurchase Date, (iii) Seller or Buyer fails to comply with Paragraph 4 hereof, (iv) Buyer fails, after one business day’s notice, to comply with Paragraph 5 hereof, (v) an Act of Insolvency occurs with respect to Seller or Buyer, (vi) any representation made by Seller or Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, or (vii) Seller or Buyer shall admit to the other its inability to, or its intention not to, perform any of its obligations hereunder (each an “Event of Default”):

(a)The nondefaulting party may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). The nondefaulting party shall (except upon the occurrence of an Act of Insolvency) give notice to the defaulting party of the exercise of such option as promptly as practicable.

(b)In all Transactions in which the defaulting party is acting as Seller, if the nondefaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, (i) the defaulting party’s obligations in such Transactions to repurchase all Purchased Securities, at the Repurchase Price therefore on the Repurchase Date determined in accordance with subparagraph (a) of this Paragraph, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by the nondefaulting party and applied to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder, and (iii) the defaulting party shall immediately deliver to the nondefaulting party any Purchased Securities subject to such Transactions then in the defaulting party’s possession or control.

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(c)In all Transactions in which the defaulting party is acting as Buyer, upon tender by the nondefaulting party of payment of the aggregate Repurchase Prices for all such Transactions, all right, title and interest in and entitlement to all Purchased Securities subject to such Transactions shall be deemed transferred to the nondefaulting party, and the defaulting party shall deliver all such Purchased Securities to the nondefaulting party.

(d)If the nondefaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, the nondefaulting party, without prior notice to the defaulting party, may:

(i)as to Transactions in which the defaulting party is acting as Seller, (A) immediately sell, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the nondefaulting party may reasonably deem satisfactory, any or all Purchased Securities subject to such Transactions and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Securities, to give the defaulting party credit for such Purchased Securities in an amount equal to the price therefore on such date, obtained from a generally recognized source or the most recent closing bid quotation from such a source, against the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder; and

(ii)as to Transactions in which the defaulting party is acting as Buyer, (A) immediately purchase, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the nondefaulting party may reasonably deem satisfactory, securities (“Replacement Securities”) of the same class and amount as any Purchased Securities that are not delivered by the defaulting party to the nondefaulting party as required hereunder or (B) in its sole discretion elect, in lieu of purchasing Replacement Securities, to be deemed to have purchased Replacement Securities at the price therefore on such date, obtained from a generally recognized source or the most recent closing offer quotation from such a source.

Unless otherwise provided in Annex I, the parties acknowledge and agree that (1) the Securities subject to any Transaction hereunder are instruments traded in a recognized market, (2) in the absence of a generally recognized source for prices or bid or offer quotations for any Security, the nondefaulting party may establish the source therefore in its sole discretion and (3) all prices, bids and offers shall be determined together with accrued Income (except to the extent contrary to market practice with respect to the relevant Securities).

(e)As to Transactions in which the defaulting party is acting as Buyer, the defaulting party shall be liable to the nondefaulting party for any excess of the price paid (or deemed paid) by the nondefaulting party for Replacement Securities over the Repurchase Price for the Purchased Securities replaced thereby and for any amounts payable by the defaulting party under Paragraph 5 hereof or otherwise hereunder.

(f)For purposes of this Paragraph 11, the Repurchase Price for each Transaction hereunder in respect of which the defaulting party is acting as Buyer shall not increase above the

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amount of such Repurchase Price for such Transaction determined as of the date of the exercise or deemed exercise by the nondefaulting party of the option referred to in subparagraph (a) of this Paragraph.

(g)The defaulting party shall be liable to the nondefaulting party for (i) the amount of all reasonable legal or other expenses incurred by the nondefaulting party in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction.

(h)To the extent permitted by applicable law, the defaulting party shall be liable to the nondefaulting party for interest on any amounts owing by the defaulting party hereunder, from the date the defaulting party becomes liable for such amounts hereunder until such amounts are (i) paid in full by the defaulting party or (ii) satisfied in full by the exercise of the nondefaulting party’s rights hereunder. Interest on any sum payable by the defaulting party to the nondefaulting party under this Paragraph 11(h) shall be at a rate equal to the greater of the Pricing Rate for the relevant Transaction or the Prime Rate.

(i)The nondefaulting party shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law.

12.Single Agreement

Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, each of Buyer and Seller agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that each of them shall be entitled to set off claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any other Transactions hereunder and (iii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted.

13.Notices and Other Communications

Any and all notices, statements, demands or other communications hereunder may be given by a party to the other by mail, facsimile, telegraph, messenger or otherwise to the address specified in Annex II hereto, or so sent to such party at any other place specified in a notice of change of address hereafter received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the preceding sentence.

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14.Entire Agreement; Severability

This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

15.Non-assignability; Termination

(a)The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of the other party, and any such assignment without the prior written consent of the other party shall be null and void. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement may be terminated by either party upon giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding.

(b)Subparagraph (a) of this Paragraph 15 shall not preclude a party from assigning, charging or otherwise dealing with all or any part of its interest in any sum payable to it under Paragraph 11 hereof.

16.Governing Law

This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof.

17.No Waivers, Etc.

No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective unless and until such shall be in writing and duly executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a notice pursuant to Paragraph 4(a) or 4(b) hereof will not constitute a waiver of any right to do so at a later date.

18.Use of Employee Plan Assets

(a)If assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”) are intended to be used by either party hereto (the “Plan Party”) in a Transaction, the Plan Party shall so notify the other party prior to the Transaction. The Plan Party shall represent in writing to the other party that the Transaction does not constitute a prohibited transaction under ERISA or is otherwise exempt there from, and the other party may proceed in reliance thereon but shall not be required so to proceed.

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(b)Subject to the last sentence of subparagraph (a) of this Paragraph, any such Transaction shall proceed only if Seller furnishes or has furnished to Buyer its most recent available audited statement of its financial condition and its most recent subsequent unaudited statement of its financial condition.

(c)By entering into a Transaction pursuant to this Paragraph, Seller shall be deemed (i) to represent to Buyer that since the date of Seller’s latest such financial statements, there has been no material adverse change in Seller’s financial condition which Seller has not disclosed to Buyer, and (ii) to agree to provide Buyer with future audited and unaudited statements of its financial condition as they are issued, so long as it is a Seller in any outstanding Transaction involving a Plan Party.

19.Intent

(a)The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended (except insofar as the type of assets subject to such Transaction would render such definition inapplicable).

(b)It is understood that either party’s right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended.

(c)The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable).

(d)It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).

20.Disclosure Relating to Certain Federal Protections

The parties acknowledge that they have been advised that:

(a)in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission (“SEC”) under Section 15 of the Securities Exchange Act of 1934 (“1934 Act”), the Securities Investor Protection Corporation has

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taken the position that the provisions of the Securities Investor Protection Act of 1970 (“SIPA”) do not protect the other party with respect to any Transaction hereunder;

(b)in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and

(c)in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.

Agilent Technologies World Trade, Inc.			Fenway Capital, LLC
By:	/s/ David B. Cooper, Jr.		By:	/s/ Bernard J. Angelo
Name:		David B. Cooper, Jr.	Name:		Bernard J. Angelo
Title:		Assistant Treasurer	Title:		Vice President
Date:			Date:

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ANNEX I

Supplemental Terms and Conditions

This Annex I forms a part of the Master Repurchase Agreement (“Agreement”) dated as of January 27, 2006 between Agilent Technologies World Trade, Inc. (the “Seller”) and Fenway Capital, LLC (the “Buyer”).  Capitalized terms used but not defined in this Annex I shall have the meanings ascribed to them in the Agreement.

1.Other Applicable Annexes.  In addition to this Annex I and Annex II, the following Annexes and any Schedules thereto shall form a part of the Agreement and shall be applicable thereunder:

None

2.Definitions.

(a)For purposes of the Agreement and this Annex I, the following terms shall have the following meanings:

“Base Indenture” means the Amended and Restated Base Indenture dated as of November 29, 2001 between the Buyer as Master Issuer and Bankers Trust Company as Master Administrator and Indenture Trustee, as amended, supplemented or modified from time to time.

“Business Day” means any day other than a Saturday, Sunday, public holiday or a day on which banks are authorized or obligated by law or executive order or government decree to be closed for general banking business (including dealings in foreign exchange and foreign currency deposits) in New York and the Cayman Islands.

“Custody Agreement” means the Institutional Custody Agreement dated January 27, 2006, among Buyer, Merrill Lynch Capital Services, Inc. and The Bank of New York, as amended, supplemented or modified from time to time.

“Extended Notes” has the meaning set forth in the Series 2001-1 Supplement to the Base Indenture.

“Guarantee” means that certain guarantee by the Guarantor, dated as of January 27, 2006 in favor of the Buyer.

“Guarantor” means Agilent Technologies, Inc.

“Income Payment Date” means, with respect to any Securities, the date on which Income is paid in respect of such Securities.

“Net Value” means at any time, in relation to the Purchased Securities, the amount which, in the reasonable opinion of the nondefaulting party, represents their fair market value, having regard to such pricing sources and methods (which may include, without limitation, available quotations for the Purchased Securities) as the nondefaulting party considers appropriate, plus all reasonable costs, commission, fees and expenses that would be incurred in connection with the purchase of the Purchased Securities, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the transaction.

“Price Differential” has the meaning specified in the Confirmation.

“Price Differential Payment Date” means each of the dates specified in the Confirmation as being a Price Differential Payment Date.

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“Purchased Securities” means as of any date of determination, 15,000 of the Purchased Security, less any Purchased Security for which the Repurchase Price has been paid on or prior thereto.

“Purchased Security” means a share of Class A Preferred Shares issued by Agilent Technologies (Cayco) Limited, an exempted company organized under the laws of the Cayman Islands, with an issue price per share of USD 100,000; provided that if any new or different Security or other consideration shall be exchanged for any Purchased Security by recapitalization, merger, consolidation, conversion or other action, or received in connection with a redemption of any Purchased Security, such new or different Security, or other consideration shall, effective upon such exchange or redemption, be deemed to become a Purchased Security, in substitution for the former Purchased Security for which such exchange is made, only to the extent the rating agencies issuing a rating with respect to the Agreement shall have confirmed in writing that such substitution will not result in a reduction or withdrawal of the rating of the Agreement.

“Repurchase Date” means any date on which the Seller is required to repurchase all or a portion of the Purchased Securities from Buyer, including any date determined by application of the provisions of Paragraph 3(c) or 11 of the Agreement.

“Repurchase Price” means as of any date of determination, USD 100,000 per Purchased Security.

“Secured Liquidity Note” has the meaning specified in the Base Indenture.

“Series Supplement” means the Second Amended and Restated Series 2001-1 Supplement dated as of June 14, 2002 among the Buyer, as Master Issuer, Bankers Trust Company as Master Administrator and Deutsche Bank Trust Company Americas as Indenture Trustee, as amended, supplemented and modified from time to time.

“SLN Extension” means the conversion of Secured Liquidity Notes to Extended Notes in accordance with Section 9 of the Amended and Restated Secured Liquidity Note Issuing and Paying Agency Agreement dated as of November 29, 2001 between Bankers Trust Company and Buyer, as amended, supplemented and modified from time to time.

(b)Paragraph 2(k) of the Agreement is hereby deleted.

3.Purchase Price Maintenance.

(a)Provided that no Event of Default with respect to Seller has occurred and is continuing, the parties agree that in any Transaction hereunder whose term extends over an Income Payment Date for the Securities subject to such Transaction, Buyer shall (including by causing its custodian to take such actions on its behalf), on the first Business Day following the Income Payment Date, transfer to or credit to the account of Seller an amount equal to such Income payment or payments pursuant to Paragraph 5(i) of the Agreement and Buyer shall not apply the Income payment or payments to reduce the amount to be transferred to Buyer by Seller upon termination of the Transaction pursuant to Paragraph 5(ii) of the Agreement.

(b)Notwithstanding the definition of Purchase Price in Paragraph 2 of the Agreement and as a result of paragraph 4 below, the parties agree that the Purchase Price will not be increased or decreased by the amount of any cash transferred by one party to the other pursuant to Paragraph 4 of the Agreement.

4.Margin Maintenance.  Paragraph 4 of the Agreement is hereby deleted in its entirety.  Clause (A) of the third sentence of Paragraph 5 of the Agreement shall be inapplicable to any Transaction hereunder.

5.No Recognized Market.  Notwithstanding anything to the contrary in the Agreement, Seller and Buyer acknowledge and agree that the Purchased Securities subject to the Transaction hereunder are not instruments traded in a recognized market and therefore the nondefaulting party may establish the value of any Purchased Securities in its sole discretion acting in a commercially reasonable manner.

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6.Income Payments.  Paragraph 5 of the Agreement shall be hereby amended by replacing the words “on the date such Income is paid or distributed” in the fifth line thereof with the following words:  “on the date that is the first Business Day after the applicable Income Payment Date”.

7.Events of Default.

(a) The first paragraph in Paragraph 11 shall be deleted and replaced with the following:

“In the event that (i) Seller fails to transfer Purchased Securities upon the applicable Purchase Date, (ii) Seller fails to repurchase or Buyer fails to transfer Purchased Securities upon the applicable Repurchase Date (except that a failure to repurchase Purchased Securities upon the applicable Repurchase Date shall not constitute an Event of Default in the event that Buyer is a defaulting party on such Repurchase Date), (iii) Buyer fails to pay the Purchase Price on the Purchase Date, (iv) Buyer fails to comply with Paragraph 5 of the Agreement, as amended, and such failure is not remedied on or before the second Business Day after such failure, (v) Seller fails to pay Buyer the Price Differential on the related Price Differential Payment Date or other amounts owing under the Agreement when due and such failure is not remedied on or before the fifth calendar day following the related Price Differential Payment Date or the date on which such other amounts are due, as the case may be, (vi) an Act of Insolvency occurs with respect to Seller, the Guarantor or Buyer, (vii) any representation made by Seller, the Guarantor or Buyer hereunder shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, (viii) Seller, the Guarantor or Buyer shall admit in writing to the other its inability to, or its intention not to, perform any of its obligations hereunder; (ix) Buyer or Seller breaches Paragraph 15(a) of the Agreement or paragraph 12 of Annex I; (x) Buyer fails to provide Seller with any notification specified in paragraph 16(b) of Annex I within three Business Days of the occurrence of any such event; or (xi) Buyer fails to furnish to Seller the information specified in paragraph 16(c) of Annex I when due and such failure is not remedied on or before the third Business Day following the date on which such information was due to be furnished (each an “Event of Default”):”

(b)Paragraph 11(a) is hereby amended by inserting after the words “(except that,” in line 5 thereof the following words: “upon the occurrence of an Act of Insolvency with respect to Buyer, the Repurchase Date for each Transaction hereunder shall be deemed to occur on the fifth Business Day following the deemed exercise of such option and”.

(c)Paragraph 11(d)(i) is hereby amended by deleting subparagraph (B) in its entirety and substituting the following words therefor: “(B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Securities, to give the defaulting party credit for such Purchased Securities in an amount equal to the Net Value therefor on such date against the aggregate unpaid Repurchase Price and any other amounts owing by the defaulting party hereunder; and”.

(d)Paragraph 11(d)(ii) is replaced with the following:

“(ii)as to Transactions in which the defaulting party is acting as Buyer, immediately determine in a commercially reasonable manner an amount equal to the Net Value of the Purchased Securities that are not delivered by the defaulting party to the nondefaulting party as required hereunder.”

(e)Paragraph 11(e) is replaced with the following:

“Upon the occurrence of an Event of Default, (i) the Seller shall be liable to the Buyer for the excess, if any, of (1) (I) the Repurchase Price plus (II) any unpaid Price Differential over (2) (I), as applicable, (A) if the defaulting party is acting as Buyer, the amount equal to the Net Value of the Purchased Securities as determined by the Seller or (B) if the defaulting party is acting as Seller, the proceeds realized from the liquidation of the Purchased Securities or credit given for the Purchased Securities to Seller plus (II) any amounts actually received by Buyer and payable by Buyer under Paragraph 5 hereof or otherwise hereunder and not paid, and (ii) the Buyer shall be liable to the Seller for the excess, if any, of (1) (I), as applicable, (A) if the defaulting party is acting as Buyer, the amount equal to the Net Value of the Purchased Securities as determined by the Seller or (B) if the defaulting party is acting as Seller, the proceeds realized from the liquidation of the Purchased Securities or credit given for the Purchased

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Securities to Seller plus (II) any amounts actually received by Buyer and payable by Buyer under Paragraph 5 hereof or otherwise hereunder and not paid over (2) (I) the Repurchase Price plus (II) any unpaid Price Differential.”

(f)Paragraph 11(g) shall be deleted in its entirety.

(g)The following sub-paragraph (j) shall be inserted at the end of Paragraph 11:

“(j) If a party does not pay any amount on the date due (without regard to any applicable grace periods), including without limitation any Price Differential or any amount payable by Buyer under Paragraph 5 of the Agreement, such party will, to the extent permitted by applicable law, pay interest on that amount to the other party in the same currency as that amount, for the period from (and including) the date the amount becomes due to (but excluding) the date the amount is actually paid, by daily application of the greater of the Pricing Rate and the Prime Rate to such amount.  Notwithstanding the above, upon the declaration of an Event of Default, Paragraph (h) shall apply.”

8.Payments by Seller to Buyer.

(a)The Seller or the Guarantor (to the extent Seller fails to pay) shall pay to the Buyer on each Price Differential Payment Date an amount equal to the accrued unpaid Price Differential.

(b)In the event of Seller’s failure to pay by 1:30 p.m. (New York time) amounts owing pursuant to subparagraph (a) above on the date such amounts are due, the Guarantor shall make such payments by 2:00 p.m. (New York time) on such date.

9.Acceleration of Repurchase Date.

(a)Seller may, by at least one Business Day’s notice to Buyer, designate a day (a “Partial Accelerated Repurchase Date”) as the Repurchase Date for a portion of the Purchased Securities (the “Terminated Purchased Securities”).  On such Partial Accelerated Repurchase Date, Seller’s obligation to repurchase the Terminated Purchased Securities at the Repurchase Price therefore shall become immediately due and payable.  In addition to the payment of the applicable Repurchase Price on such Partial Accelerated Repurchase Date, Seller shall also pay any accrued but unpaid Price Differential relating to the Terminated Purchased Securities on such Partial Accelerated Repurchase Date.  A Partial Accelerated Repurchase Date shall not occur unless payment in cash of the relevant Repurchase Price and any such Price Differential is received by Buyer on or prior to the date specified as the Partial Accelerated Repurchase Date.

(b)Seller may, by at least one Business Day’s notice Buyer, designate a day (an “Accelerated Repurchase Date”) as the Repurchase Date for all of the Purchased Securities.  On such Accelerated Repurchase Date, Seller’s obligation to repurchase the Purchased Securities at the Repurchase Price therefore shall become immediately due and payable.  In addition to the payment of the applicable Repurchase Price on such Accelerated Repurchase Date, Seller shall also pay any accrued but unpaid Price Differential on such Accelerated Repurchase Date.  An Accelerated Repurchase Date shall not occur unless payment in cash of the relevant Repurchase Price and any such Price Differential is received by Buyer on or prior to the date specified as the Accelerated Repurchase Date.

(c)Following the occurrence of a Repurchase Date, upon the tender in cash to Buyer or an account designated by Buyer of all amounts to be paid in accordance with the terms of the Agreement and receipt from Merrill Lynch Capital Services, Inc. of a Funds Receipt Notice (as defined in the Custody Agreement), Buyer agrees to deliver a Repurchase Notice (as defined in the Custody Agreement) to the custodian in accordance with the terms of the Custody Agreement.

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10.Dividends, Distributions, etc.

(a)In accordance with Paragraph 5 of the Agreement, Seller shall be entitled to receive an amount equal to all Income paid or distributed on or in respect of Purchased Securities that is not otherwise received by Seller, to the full extent it would be so entitled if Purchased Securities had not been sold to Buyer.  The parties expressly acknowledge and agree, for the avoidance of doubt, that such Income shall include, but not limited to:  (i) cash and all other property, (ii) stock dividends, (iii) Securities received as a result of split ups of Purchased Securities and distributions in respect thereof, and (iv) all rights to purchase additional Securities (except to the extent that any amounts included in the foregoing clauses (i) through (iv) would be deemed to be Purchased Securities under paragraph 2 of this Annex I).

(b)Cash Income paid or distributed on or in respect of Purchased Securities, which Seller is entitled to receive pursuant to subparagraph (a) of this paragraph, shall be treated in accordance with Paragraph 5 of the Agreement.  Notwithstanding Paragraph 5 of the Agreement, non-cash Income received by Buyer shall be added to the Purchased Securities on the date of distribution and shall be considered such for all purposes, subject to Buyer’s obligation to transfer Purchased Securities to Seller upon termination of the relevant Transaction in accordance with the terms of the Agreement.

11.Rights of Buyer in Purchased Securities.  For the avoidance of doubt, Seller waives any right to vote, or to provide any consent or to take any similar action with respect to, Purchased Securities in the event that the record date or deadline for such vote, consent or other action falls during the term of the Transaction.

12.Assignability.

(a)Paragraph 15(a) of the Agreement shall be hereby amended by inserting the following words after the first occurrence of the words “other party,” in the first sentence thereof:  “such prior written consent not to be unreasonably withheld,” and by inserting the following words at the end of the first sentence thereof: “, provided that the transfer of any rights or obligations of a party under the Agreement and any Transaction to Merrill Lynch Capital Services, Inc. or any of its affiliates does not require the prior consent of the other party.”

(b)Buyer agrees that any transfer of its rights and obligations under the Agreement subject to Paragraph 15(a) of the Agreement shall be effected by novation pursuant to and in accordance with the terms of the Custody Agreement and a form of Novation Agreement substantially in the form of Schedule A hereto, which contemplate the transfer of all or a portion of Buyers rights and interest in the Guaranty, the Agreement and a corresponding number of Purchased Securities.  Any transfer in violation hereunder shall be null and void.

13.Covered Transaction.  Each party acknowledges and agrees that the Confirmation executed as of January 27, 2006 (Reference: “Project Arrow Repurchase Transaction”) (the “Transaction”) shall be the only transaction governed by the Agreement (it being understood that, in the event such Confirmation shall be amended (in any respect), such amendment shall not constitute (for purposes of this section) a separate transaction or a separate Confirmation).  The Seller and the Buyer shall not enter into any additional Confirmations or Transactions hereunder.  The parties hereby expressly agree that any TBMA Master Agreement entered into between them after the date hereof shall not supersede the Agreement or the Transaction hereunder.

14.Limited Recourse.  Except as expressly set forth herein, the obligations of Buyer under the Agreement and the Transaction are solely the corporate obligations of Buyer.  Except as expressly set forth herein, no recourse shall be had for the payment of any amount owing by Buyer under the Agreement or for the payment by Buyer of any fee or any other obligation or claim of or against Buyer arising out of or based upon the Agreement, against any employee, officer, director, incorporator or the manager or other affiliate of Buyer.  Seller hereby agrees that Buyer shall be liable for any claims that it or any party may have against Buyer only to the extent funds are available to pay such claims after payment in full of all Secured Liquidity Notes.  The provisions of this paragraph shall survive the termination of the Agreement.

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15.Non-Petition.  Seller hereby agrees that it shall not, prior to the date which is one year and one day (or if longer, the applicable preference period then in effect) after the payment in full of the latest maturing note issued by Buyer under the Base Indenture, acquiesce, petition or otherwise, directly or indirectly, invoke or cause Buyer to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against Buyer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of Buyer or any substantial part of its property or ordering the winding up or liquidation of the affairs of Buyer.  The provisions of this paragraph shall survive the termination of the Agreement.

16.Other Documents.

(a)Each party shall deliver to the other, upon request, Internal Revenue Forms W-9, financial statements, evidence of capacity, authority, incumbency and specimen signatures that are required by law or are reasonably requested.  In addition, each of Seller and Buyer shall deliver an opinion of counsel in substantially the form of Schedule B hereto.

(b)Upon the occurrence of an SLN Extension, a Potential Amortization Event, Amortization Event (both as defined in the Base Indenture), Voluntary Decrease, failure to perform by any Group I Liquidity Provider (both as defined in the Series Supplement) or the withdrawal or reduction of the rating applicable to the Secured Liquidity Notes, Buyer shall, promptly upon becoming aware of such occurrence and in any event within three Business Days, notify Seller, specifying the nature of the event, and give such other information about the event as Seller may reasonably require.

(c)Buyer shall deliver to Seller within three Business Days of becoming available a copy of the most recent Monthly Noteholders’ Statement (as defined in the Base Indenture).

17.Submission to Jurisdiction and Waivers.

(a)Each party irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any United States Federal or New York State court sitting in the Borough of Manhattan and any appellate court from any such court solely for the purpose of any suit, action or proceeding brought to enforce its obligations under the Agreement or relating in any way to the Agreement or any Transaction under the Agreement, and (ii) waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile.

(b)To the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise) with respect to itself or any of its property, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under the Agreement or relating in any way to the Agreement or any Transaction hereunder.

18.Waiver of Right to Trial by Jury.  Each party irrevocably waives any and all right to trial by jury with respect to any proceeding arising out of or relating to the Agreement or any Transaction hereunder.

19. Consent to Recording.  Each party:  (a) consents to the recording of the telephone conversations of trading and marketing personnel of the parties in connection with the Agreement, any Transaction, or any potential Transaction; and (b) agrees to obtain any necessary consent of, and give notice of such recording to, such personnel.

20.Business Day.  If any payment shall be required by the terms of the Agreement to be made on a day that is not a Business Day, such payment shall be made on the immediately succeeding Business Day and no

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further Price Differential (with respect to a payment of Price Differential) or interest (with respect to any other payment due hereunder) shall accumulate or accrue after the day on which payment was required.

21.Governing Law.  Paragraph 16 of the Agreement shall be amended by deleting the words “without giving effect to the conflict of law principles thereof.”

22.Amendments.  Paragraph 17 of the Agreement shall be amended by inserting the following words following the end of the second sentence thereof: “and each Series 2001-1 Rating Agency (as defined in the Series Supplement) and the rating agencies issuing a rating with respect to the Agreement shall have confirmed in writing that such modification, waiver or departure will not result in a reduction or withdrawal of the rating of the Secured Liquidity Notes or the Agreement, as applicable.”

23.Counterparts.  The Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in any number of counterparts, each of which counterparts shall be deemed to be an original and such counterparts shall constitute but one and the same instrument.

24.Tax Treatment.  The Seller and the Buyer understand and intend that the Transaction provided for in the Agreement will be treated as a loan secured by the Purchased Securities for U.S. federal income tax and state and local income and franchise tax purposes only and will file any tax returns, tax reports and other tax filings in a manner consistent with such understanding and intent and will not take any tax position inconsistent therewith.

25.Accounts for Payment.

Payments shall be made to the following accounts.  The account to which Seller makes payments hereunder shall be the “Customer Excess Collection Account” for purposes of the Series Supplement.

To Buyer:
Name of Bank:	Deutsche Bank
Account No:	#01419647—CTAS
Fed ABA No:	#021-001-033
Account Name:	Fenway/World Trade—Customer Excess Collec tion Account
Reference:	Flavia Caja
To Seller:
Name of Bank:	Citibank N.A.
Account No:	#304 10801
Fed ABA No:	#021-0000-89
Beneficiary:	Agilent Technologies World Trade, Inc.

[Signatures follow on separate page]

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Agilent Technologies World Trade, Inc.		Fenway Capital, LLC
By:	/s/ David B. Cooper, Jr.	By:	/s/ Bernard J. Angelo
Date:		Date:

ANNEX II

Names and Addresses for Communications Between Parties

TO THE SELLER:

Agilent Technologies World Trade, Inc.
Attention: David Cooper
395 Page Mill Road
Palo Alto, California 94306

TO THE BUYER:

Fenway Capital, LLC
c/o Global Securitization Services, LLC
400 West Main Street, Suite 338
Babylon, New York 11702

With a copy to:

Hudson Castle Group Inc.
810 7^th Avenue, 11^th Floor
New York, New York 10009

SCHEDULE A

[Form of Novation Agreement]

NOVATION AGREEMENT

dated as of [ ] among:

Fenway Capital, LLC (the “Transferor”),

[ ] (the “Transferee”)

and

Agilent Technologies World Trade, Inc. (the “Remaining Party”)

The Transferor and the Remaining Party have entered into the Transaction identified in the attached Schedule A (the “Old Transaction”), evidenced by a Confirmation dated January 27, 2006 (Reference: “Project Arrow Repurchase Transaction”) (the “Old Confirmation”) and subject to a TBMA Master Repurchase Agreement dated as of January 27, 2006 (the “Old Agreement”), as supported by a Guaranty of Agilent Technologies, Inc. (the “Guaranty”) in regard of the Remaining Party’s obligations under the Old Transaction.

The Remaining Party and the Transferee are deemed to have entered into a TBMA Master Repurchase Agreement (the “New Agreement”) dated the date hereof together with an Annex I with substantially identical terms, but including such changes as are specified on Schedule B, as the Annex attached to the Old Agreement.

(1)With effect from and including [ ] (the “Novation Date”), the Transferor wishes to transfer by novation to the Transferee, and the Transferee wishes to accept the transfer by novation of, all the rights, liabilities, duties and obligations of the Transferor under and in respect of, and all of Transferor’s rights and interest in the Guaranty in respect of, a portion of the Purchase Price of the Old Transaction equal to an amount of at least $100,000 or an integral multiple thereof and as specified in the attached Schedule A (such portion, the “Novated Portion”), with the effect that the Remaining Party and the Transferee enter into a new transaction between them having a Purchase Price equal to the Novated Portion (each a “New Transaction”) and on terms (except for the Purchase Price) identical to those of the Old Transaction, as described in more detail below.

(2)With effect from and including the Novation Date, as applicable, the Transferor wishes to transfer to the Transferee the number of Purchased Securities equal to the portion of the Purchased Securities transferred by the Remaining Party in respect of the Novated Portion of the Old Transaction together with any Income received but not yet transferred in accordance with Paragraph 5 of the Old Agreement, provided that the Transferee’s obligations in respect of any such Income shall be determined by reference to the date of receipt thereof by the Transferor. 

(3)The Remaining Party and the Transferor wish to amend the Old Transaction to reflect a Purchase Price (the “Remaining Portion”) equal to the Purchase Price prior to the Novation Date less the Novated Portion, and to continue in full force and effect the Old Agreement and the Old Transaction with respect to such Remaining Portion.

(4)With effect from and including the Novation Date, the Remaining Party wishes to accept the Transferee as its sole counterparty with respect to the New Transaction.

(5)The Transferor and the Remaining Party wish to have released and discharged their respective obligations under and in respect of the Novated Portion of the Old Transaction.

Accordingly, the parties agree as follows:

1.Definitions.

Terms defined in the Old Agreement and the Old Confirmation are used herein as so defined, unless otherwise provided herein.

2.Transfer, Release, Discharge, Amendment and Undertakings.

With effect from and including the Novation Date and in consideration of the mutual representations, warranties and

covenants contained in this Novation Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties):

(a)the Remaining Party and the Transferor are each released and discharged from obligations to each other with respect to the Novated Portion of the Old Transaction and their respective rights against each other with respect to such Novated Portion, provided that such release, cancellation and discharge shall not affect any rights, liabilities or obligations of the Remaining Party or the Transferor with respect to payments or other obligations due and payable, or due to be performed, prior to the Novation Date, and all such payments and obligations shall be paid or performed by the Remaining Party or the Transferor in accordance with the terms of the Old Transaction;

(b)the Transferor undertakes to assign and transfer to the Transferee its rights and interest under the Guaranty to the extent related to obligations of the Remaining Party in respect of the Novated Portion of the Old Transaction, provided that such assignment shall not affect any rights or interest with respect to payments due and payable by the Remaining Party prior to the Novation Date;

(c)in respect of the New Transaction, the Remaining Party and the Transferee each undertake liabilities and obligations towards the other and acquire rights against each other, including without limitation such rights and obligations set forth in the New Transaction, identical in their terms to the Novated Portion of the corresponding Old Transaction (and, for the avoidance of doubt, as if the Transferee were the Transferor and with the Remaining Party remaining the Remaining Party, save for any rights, liabilities or obligations of the Remaining Party or the Transferor with respect to payments or other obligations due and payable or due to be performed on or prior to the Novation Date);

(d)the Transferor undertakes to transfer to the Transferee any Purchased Securities transferred by the Remaining Party in respect of the Novated Portion of the Old Transaction and any Income received thereon but not yet transferred in accordance with Paragraph 5 of the Old Agreement, and the Transferor and the Remaining Party respectively agree with respect to itself only that each such transfer shall be free and clear of any security interest, lien, encumbrance or other restriction created by or in respect of it;

(e)the Remaining Party and the Transferor hereby agree that the Old Transaction shall be amended to reflect a Purchase Price equal to the Remaining Portion, and that the Old Agreement and the Old Transaction otherwise shall continue in full force and effect, as amended hereby, and nothing herein shall be construed as a waiver or modification of existing rights under the Old Agreement or the Remaining Portion of the Old Transaction, except to the extent required to reflect the reduction in the Purchase Price as stated herein; and

(f)the New Transaction shall be governed by and form part of the New Agreement and the relevant Novated Portion of the Old Confirmation (which, in conjunction and as deemed modified to be consistent with this Novation Agreement, shall be deemed to be a Confirmation between the Remaining Party and the Transferee), the offices of the Remaining Party and the Transferee for purposes of the New Transaction shall be the offices specified in the New Agreement, and the office of the Transferor for purposes of the Old Transaction shall be the office specified in the Old Agreement.

3.Representations and Warranties.

(a)On the date of this Novation Agreement and on the Novation Date:

(i)Each of the parties makes to each of the other parties the representations and warranties set forth in Paragraph 10 of the Old Agreement with references in such Paragraph to “this Agreement” being deemed references to this Novation Agreement alone.

(ii)The Remaining Party and the Transferor each represents to the other, and the Remaining Party and the Transferee each represent to the other, that no Event of Default with respect to it has occurred and is continuing and no such event would occur as a result of its entering into or performing its obligations, in each case with respect to the Old Agreement or the New Agreement, as the case may be, and taking into account the parties entering into and performing their obligations under this Novation Agreement.

(iii)Each of the Transferor and the Remaining Party represents and warrants to each other and to the Transferee that:

(A)it has made no prior transfer (whether by way of security or otherwise) of the Old

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Agreement or any interest or obligation in or under the Old Agreement or in respect of the Old Transaction except as provided in the New Amended and Restated Base Indenture dated as of November 29, 2001 between Transferor and Bankers Trust Company (the “Base Indenture”) and the Second Amended and Restated Series 2001-1 Supplement to the Base Indenture and the Institutional Custody Agreement dated as of January 27, 2006 among Transferor, Merrill Lynch Capital Services, Inc. and The Bank of New York; and

(B)as of the Novation Date, all obligations of the Transferor and the Remaining Party under the Old Transaction required to be performed on or before the Novation Date have been fulfilled.

(b)The Transferor makes no representation or warranty and does not assume any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the New Transaction or the New Agreement or any documents relating thereto and assumes no responsibility for the condition, financial or otherwise, of the Remaining Party, the Transferee or any other person or for the performance and observance by the Remaining Party, the Transferee or any other person of any of its obligations under the New Transaction or the New Agreement or any document relating thereto and any and all such conditions and warranties, whether express or implied by law or otherwise, are hereby excluded.

4.Counterparts.

This Novation Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

5.Costs and Expenses.

The parties will each pay their own costs and expenses (including legal fees) incurred in connection with this Novation Agreement and as a result of the negotiation, preparation and execution of this Novation Agreement.

6.Amendments.

No amendment, modification or waiver in respect of this Novation Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

7.(a)Governing Law.

This Novation Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to its conflict-of-law doctrine (except for Section 5-1401 of the New York General Obligations Law).

(b)Jurisdiction.

The terms of Section 17 of Annex I to the Old Agreement shall apply to this Novation Agreement with references in such Section to “the Agreement” being deemed references to this Novation Agreement alone.

[Signatures follow on separate page]

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IN WITNESS WHEREOF the parties have executed this Novation Agreement on the respective dates specified below with effect from and including the Novation Date.

AGILENT TECHNOLOGIES WORLD TRADE, INC., as Remaining Party				FENWAY FUNDING, LLC, as Transferor
By:				By:
		Name:		Name:
		Title:		Title:
		Date:		Date:
			,
as Transferee
By:
	Name:
	Title:
	Date:

SCHEDULE A

Old Transaction

Reference	Notional Amount	Novated Portion	Trade Date	Effective Date	Buyer	Seller	Pricing Rate	Purchased Securities
	(US$)	(US$)
Project Arrow Repurchase Transaction	1,500,000,000	[ ]	January 27, 2006	January 27, 2006	Fenway Capital, LLC	Agilent Technologies World Trade, Inc.	LIBOR plus 28bps	15,000 Class A Preferred Shares of Agilent Technologies (Cayco) Limited, issued at US$100,000 per share

SCHEDULE B

Changes to New Agreement

[Office of the Transferee]

[Office of the Remaining Party]

Agilent Technologies World Trade, Inc.

395 Page Mill Road

Palo Alto, California 94306

Date:	January 27, 2006
To:	Fenway Capital, LLC
From:	Agilent Technologies World Trade, Inc.
Re:	Project Arrow Repurchase Transaction

Dear Sirs:

The purpose of this letter (this “Confirmation”) is to confirm the terms and conditions of the repurchase transaction (the “Transaction”) between Agilent Technologies World Trade, Inc. (“World Trade”) and Fenway Capital, LLC (the “Counterparty”).  This Confirmation constitutes a “Confirmation” as referred to in the Master Repurchase Agreement specified below.

Counterparty and World Trade are parties to the TBMA Master Repurchase Agreement and Annex I related thereto, in each case dated as of January 27, 2006 (as amended, supplemented, or otherwise modified from time to time, the “Agreement”), and this Confirmation shall supplement, form a part of, and be subject to, such Agreement upon the execution and delivery thereof by both parties, and all provisions contained or incorporated by reference in such Agreement shall govern this Transaction except as expressly modified herein.  Terms used but not otherwise defined in this Confirmation shall have the same meaning as in the Agreement.

Trade Date:	January 27, 2006
Purchase Date:	January 27, 2006
Repurchase Date:	January 27, 2011
Seller:	Agilent Technologies World Trade, Inc.
Buyer:	The Counterparty
Purchased Securities:	As of any date of determination, 15,000 of the Purchased Security, less any Purchased Security for which the Repurchase Price has been paid on or prior thereto.
Purchased Security:	One share of Class A Preferred Shares issued by Agilent Technologies (Cayco) Limited, an exempted company organized under the laws of the Cayman Islands, with an issue price per share of USD 100,000; provided that if any new or different Security or other consideration shall be exchanged for any Purchased Security by recapitalization, merger, consolidation, conversion or other action, or received in connection with a redemption of any Purchased Security, such new or different Security, or other consideration shall, effective upon such exchange or redemption, be deemed to become a Purchased Security, in substitution for the former Purchased Security for which such exchange is made.

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Purchase Price:	The product of the number of Purchased Securities multiplied by USD 100,000.
Repurchase Price:	The product of the number of Purchased Securities or Terminated Purchased Securities, as applicable, multiplied by USD 100,000.
Pricing Rate:	The rate per annum, reset quarterly, equal to LIBOR plus the Spread; provided, however, that such Pricing Rate shall not be less than 0.00%.
Price Differential:	For each Price Differential Payment Date and in respect of the Purchased Securities or Terminated Purchased Securities, as applicable, as of the date of determination, the amount accrued on the related Purchase Price at the Pricing Rate during the Stated Price Differential Period immediately preceding such Price Differential Payment Date. The Price Differential for the Purchased Securities shall be calculated on the Purchase Price and shall accrue during the relevant Stated Price Differential Period. The daily amount of the Price Differential with respect to the Purchased Securities (the “Daily Price Differential Amount”) shall be calculated by dividing the Pricing Rate in effect for such day by 365 (or 366, in the case of a calculation made with respect to a leap year) and multiplying the result by the Purchase Price. The amount of Price Differential on the Purchased Securities for each Stated Price Differential Period shall be calculated by adding the Daily Price Differential Amounts for each day in the Stated Price Differential Period. All percentages resulting from any of the above calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or 0.09876545) being rounded to 9.87655% (or 0.0987655)) and all United States dollar amounts used in or resulting from such calculations shall be rounded to the nearest cent (with one-half cent being rounded upwards).
LIBOR:	With respect to a Stated Price Differential Period, the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period beginning on the second London Banking Day after the Reset Date that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the Reset Date, or (if Telerate Page 3750 does not include such a rate or is unavailable on a Reset Date) the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period beginning on the second London Banking Day after the Reset Date that appears on Reuters Screen LIBO Page as of 11:00 a.m., London time, on the Reset Date. If Reuters Screen LIBO Page does not include such rate or is unavailable on the Reset Date, a financial institution mutually agreed upon between the parties from time to time, shall request the principal London office of each of four major banks in the London interbank market, as selected by such financial institution, to provide such banks’

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	offered quotation (expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such Reset Date, to prime banks in the London interbank market for deposits in a Representative Amount in United States dollars for a three-month period beginning on the second London Banking Day after the Reset Date. If at least two such offered quotations are so provided, LIBOR for the Stated Price Differential Period shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, such financial institution shall request each of three major banks in New York City, as selected by such financial institution, to provide such banks’ rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on such Reset Date, for loans in a Representative Amount in United States dollars to leading European banks for a three-month period beginning on the second London Banking Day after the Reset Date. If at least two such rates are so provided, LIBOR for the Stated Price Differential Period shall be the arithmetic mean of such rates. If fewer than two such rates are so provided, then LIBOR for the Stated Price Differential Period shall be LIBOR in effect with respect to the immediately preceding Stated Price Differential Period.
Spread:	28 basis points.
Price Differential Payment Date:	Subject to Section 20 of Annex I, each March 14, June 14, September 14, December 14 and Partial Accelerated Repurchase Date, commencing on March 14, 2006 and ending on the Liquidation Period End Date; provided, however, that, upon the occurrence of an SLN Extension of any Secured Liquidity Notes allocable to funding the Agreement, the Price Differential Payment Dates with respect to the aggregate principal amount of such Extended Notes will be the twentieth day of each calendar month or, if such day is not a Business Day, the immediately succeeding Business Day, commencing on the twentieth day of the calendar month immediately following the calendar month in which such SLN Extension occurs and each Partial Acceleration Repurchase Date and ending on the Liquidation Period End Date.
Liquidation Period End Date:	The earliest date on which occurs either (i) payment in full by World Trade of all amounts due to Counterparty under the Agreement, (ii) final receipt by Counterparty of proceeds in connection with a redemption of the Purchased Securities or (iii) final receipt by the Counterparty of proceeds due to it in connection with its transfer of all of its rights and obligations under the Agreement pursuant to paragraph 12(b) of Annex I.
London Banking Day:	Any day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.
Representative Amount:	A principal amount of not less than USD 1 million for a single transaction in the relevant market at the relevant time.
Telerate Page 3750:	The display designated as “Page 3750” on the Moneyline Telerate service (or such other page as may replace Page 3750 on that service).
Stated Price Differential Period:	With respect to each Price Differential Payment Date, the period from and including the immediately preceding Price Differential Payment Date to but excluding such Price Differential Payment Date, except that (a) the initial Stated Price Differential Period will commence on and include the Purchase Date and end on but exclude the first Price Difference Payment Date and (b) the final Stated Price Differential Period will commence on and include the immediately preceding Price Differential Payment Date and end on and exclude the Liquidation Period End Date.

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Reset Dates:	With respect to a Stated Price Differential Period, the second London Banking Day preceding the first day of such Stated Price Differential Period.
Buyer’s Margin Percentage:	Inapplicable
Seller’s Margin Percentage:	Inapplicable

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Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us to the attention of David Cooper at facsimile (650) 752-5067.

		Yours sincerely,
		AGILENT TECHNOLOGIES WORLD TRADE, INC.
		By:	/s/ David B. Cooper, Jr.
		Name: David B. Cooper, Jr.
		Title: Assistant Treasurer
Confirmed as of the date first above written:
FENWAY CAPITAL, LLC
By:	/s/ Bernard J. Angelo
Name: Bernard J. Angelo
Title: Vice President

EX-99.2

Exhibit 99.2

GUARANTY OF AGILENT TECHNOLOGIES, INC.

January 27, 2006

FOR VALUE RECEIVED, receipt of which is hereby acknowledged, AGILENT TECHNOLOGIES, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor”) hereby absolutely, unconditionally and irrevocably guarantees to Fenway Capital LLC(the “Counterparty”) the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations of Agilent Technologies World Trade, Inc., a corporation duly organized and existing under the laws of the State of Delaware  (“World Trade”) now or hereafter existing under the terms of the Master Repurchase Agreement dated January 27, 2006 between the Counterparty and World Trade and the Transaction entered into thereunder (such Master Repurchase Agreement and the Transaction collectively, the “Repo Agreement”) (including, without limitation, any extensions, modifications, substitutions, amendments of the Repo Agreement), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Counterparty in enforcing any rights under this Guaranty or the Repo Agreement.  Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by World Trade to the Counterparty under or in respect of the Repo Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving World Trade.

The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Repo Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Counterparty with respect thereto.  The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations of World Trade under or in respect of the Repo Agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against World Trade or whether World Trade is joined in any such action or actions.  The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

(a)           any lack of validity or enforceability of the Repo Agreement or any agreement or instrument relating thereto;

(b)           any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other amendment or

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waiver of or any consent to departure from the Repo Agreement, including, without limitation, any increase in the Guaranteed Obligations or otherwise;

(c)           any change, restructuring or termination of the corporate structure or existence of World Trade or any of its Subsidiaries;

(d)           any failure of the Counterparty to disclose to World Trade or the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Guarantor or World Trade, as the case may be, now or hereafter known to the Counterparty (the Guarantor waiving any duty on the part of the Counterparty to disclose such information); or

(e)           any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Counterparty that might otherwise constitute a defense available to, or a discharge of, World Trade or the Guarantor or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Counterparty or any other Person upon the insolvency, bankruptcy or reorganization of World Trade or otherwise, all as though such payment had not been made.

The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Counterparty exhaust any right or take any action against World Trade or any other Person or any Purchased Securities.

The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Counterparty that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor to proceed against World Trade and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the Guarantor hereunder.

The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against World Trade unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash.  If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of

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the Guaranteed Obligations and all other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Counterparty, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Counterparty in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Repo Agreement.  If (i) the Guarantor shall make payment to the Counterparty of all or any part of the Guaranteed Obligations, and (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, the Counterparty will, at the Guarantor’s request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by the Guarantor pursuant to this Guaranty.

This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Counterparty and its successors, permitted transferees and permitted assigns.  Without limiting the generality of clause (c) of the immediately preceding sentence, the Counterparty may assign or otherwise transfer all or any portion of its rights and obligations under the Repo Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Counterparty herein or otherwise, in each case as and to the extent provided in the Repo Agreement.  The Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Counterparty.

This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed in its corporate name by its duly authorized representative.

AGILENT TECHNOLOGIES, INC.
as the Guarantor
By:	/s/ David B. Cooper, Jr.
	Name: David B. Cooper, Jr.
	Title: Sr. Vice President, Finance and Treasurer
	Date:
By:	/s/ Marie Oh Huber
	Name: Marie Oh Huber
	Title: Vice President, Assistant General Counsel
		and Assistant Secretary
	Date:

EX-99.3

Exhibit 99.3

EXECUTION COPY

RELATED AGREEMENT

This Related Agreement, dated as of January 27, 2006 (this “Agreement”), is made by and among MERRILL LYNCH CAPITAL SERVICES, INC., a corporation organized under the laws of the State of Delaware (“Merrill Lynch”), AGILENT TECHNOLOGIES, INC., a corporation organized under the laws of the State of Delaware (“Agilent”), and AGILENT TECHNOLOGIES WORLD TRADE, INC., a corporation organized under the laws of the State of Delaware (“World Trade”).

RECITALS

WHEREAS, Fenway Capital, LLC (the “Counterparty”) and World Trade are parties to that certain Master Repurchase Agreement, and the Confirmation and Annex I related thereto,  in each case, dated as of the date hereof (such master repurchase agreement, confirmation and annex, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, being collectively referred to as the “Repo Agreement”);

WHEREAS, in connection with the Repo Agreement, Agilent has issued that certain Guaranty of Agilent Technologies, Inc., dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agilent Guaranty”), whereby Agilent has agreed to guarantee the obligations of World Trade under the Repo Agreement;

WHEREAS, in connection with the Repo Agreement, the Counterparty has entered into that certain Institutional Custody Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Custody Agreement”), with The Bank of New York, as custodian, pursuant to which the Purchased Securities shall be deposited in a custody account maintained by The Bank of New York for the benefit of the Counterparty; and

WHEREAS, Merrill Lynch and the Counterparty have entered into that certain ISDA Master Agreement and the confirmation (the “LA Confirmation”) and schedule related thereto, in each case, dated as of the date hereof (such master agreement, the LA Confirmation and such schedule being collectively referred to as the “Liquidity Arrangement”);

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.             Definitions.  All capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repo Agreement.

2.             Designation of an Accelerated Repurchase Date.  (a)  Agilent and World Trade jointly and severally agree that, if at any time a Merrill Lynch Acceleration Event (as defined below) occurs, Merrill Lynch may direct World Trade to exercise its right under the Repo Agreement to designate (x) except as provided in clause (y) below, an Accelerated Repurchase

Date thereunder for the repurchase by World Trade of all of the Purchased Securities or (y) in the event of a Merrill Lynch Acceleration Event described in clause (i) or (ii) of the definition thereof resulting from Merrill Lynch having arranged for, and the counterparty having consummated, assignment of the Counterparty’s Repo Rights and Obligations (as defined below) with respect to less than all of the Purchased Securities, a Partial Accelerated Repurchase Date thereunder for the repurchase by World Trade of those Purchased Securities not subject to such assigned Repo Rights and Obligations, in the case of (x) and (y), by sending a written notice (a ”Merrill Lynch Acceleration Notice”) to World Trade specifying the relevant Merrill Lynch Acceleration Event and designating a date (the “Related Agreement Accelerated Repurchase Date”), which date shall be no earlier than 180 days following the date of such Merrill Lynch Acceleration Notice (the “Notice Date”), as the Accelerated Repurchase Date or Partial Accelerated Repurchase Date, as the case may be.  Upon receipt of a Merrill Lynch Acceleration Notice, World Trade shall, in accordance with the terms of the Repo Agreement (to the extent permitted by applicable law), promptly designate the Related Agreement Accelerated Repurchase Date as the Accelerated Repurchase Date or Partial Accelerated Repurchase Date, as the case may be, thereunder with respect to the relevant Purchased Securities.

A “Merrill Lynch Acceleration Event” means any of the following events:

(i)            a Liquidation Period (under and as defined in the LA Confirmation) has commenced, and Merrill Lynch has failed, after demonstrating good faith efforts, to arrange one or more third-party transferees reasonably acceptable to World Trade and Merrill Lynch for the assignment by the Counterparty to such one or more third-party transferees of all of the Counterparty’s rights and obligations under the Repo Agreement and the Agilent Guaranty (such rights and obligations being collectively referred to as the “Repo Rights and Obligations”);

(ii)           the short-term unsecured debt obligations of the Counterparty shall have ceased to be rated at least “A-1” by Standard & Poor’s Rating Group, a division of the McGraw-Hill Companies, Inc., or its successors (“S&P”), or at least “P-1” by Moody’s Investors Service, Inc. or its successors (“Moody’s”), and Merrill Lynch has failed, after demonstrating good faith efforts, to arrange one or more third-party transferees reasonably acceptable to World Trade and Merrill Lynch for the assignment by the Counterparty to such one or more third-party transferees of all of the Counterparty’s Repo Rights and Obligations;

(iii)          the Counterparty has (with Merrill Lynch’s consent) requested World Trade’s written consent for the assignment by the Counterparty to a third-party transferee of the Counterparty’s Repo Rights and Obligations and World Trade has refused to give such consent; or

(iv)          in the good faith opinion of Merrill Lynch, there has been a change in any law, regulation or practice or in the interpretation of any law, regulation or practice by any court, tribunal or regulatory authority (each such change being a “Change in Law”) (x) which causes it to become unlawful for Merrill Lynch or any of its affiliates to exercise any of its rights or perform any of its obligations under the Liquidity Arrangement, or (y) which otherwise materially and adversely affects the accounting, tax

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or regulatory treatment of Merrill Lynch or any of its affiliates in any of their roles as a counterparty under the Liquidity Arrangement or such treatment of the Liquidity Arrangement and, in the case of (x) or (y), Merrill Lynch shall have failed to avoid the consequences described in (x) or (y), as the case may be, of such Change in Law after having taken all reasonable steps to do so, including using reasonable efforts (subject to overall policy considerations of Merrill Lynch and its affiliates) to assign its rights and obligations under the Liquidity Arrangement to Merrill Lynch or one or more of its affiliates, as applicable (if such assignment will avoid such consequences and will not, in the sole opinion of Merrill Lynch, but as certified by Merrill Lynch in good faith, result in any illegality or material adverse regulatory, accounting or tax treatment or any material economic disadvantage to Merrill Lynch or any of its affiliates relative to the role of Merrill Lynch as a counterparty under the Liquidity Arrangement).

(b)           In the event that Merrill Lynch shall have provided a Merrill Lynch Acceleration Notice, Merrill Lynch shall, within no more than one week following the Notice Date, provide World Trade with term sheets setting forth the terms that Merrill Lynch then reasonably believes (taking into account market conditions, prevailing interest rates and the financial condition of the issuer or borrower, as the case may be, at such time) would apply in respect of debt securities offered or credit facilities entered into for purposes of financing the repurchase of all or a portion, as the case may be, of the Purchased Securities on the Related Agreement Accelerated Repurchase Date (the Purchased Securities contemplated by a Merrill Lynch Acceleration Notice and to be repurchased on an Accelerated Repurchase Date or a Partial Accelerated Repurchase Date being the “Target Purchased Securities”); provided, however, that under no circumstances shall Merrill Lynch, by the act of providing such term sheets, be considered to be guaranteeing that the terms set forth therein shall be the terms that actually apply to the Refinancing (as defined in Section 4(d) hereof).  The information set forth in such term sheets shall be at a level of detail consistent with the customary practice of Merrill Lynch (or the relevant affiliate thereof) with respect to the preparation of term sheets for financings of the type and size (and with respect to the kind of issuer) involved in a Refinancing.  Agilent and World Trade jointly and severally agree to furnish Merrill Lynch with all financial and other information concerning Agilent, its affiliates and the relevant issuer (if other than Agilent) that Merrill Lynch may reasonably request to assist it in the preparation of such term sheets.

(c)           Agilent or World Trade may at its option, within no more than 30 days following the Notice Date, provide a written notice to Merrill Lynch (a “No Refinancing Notice”) stating that either (i) a Refinancing (as defined in Section 4(d) hereof) shall not be required to enable World Trade to repurchase the Target Purchased Securities on the Related Agreement Accelerated Repurchase Date in accordance with the terms of the Repo Agreement, in which case neither Agilent nor World Trade shall be required to comply with Section 4, 5 or 6 hereof (and Agilent and World Trade jointly and severally agree that World Trade shall nonetheless repurchase the Target Purchased Securities on the Related Agreement Accelerated Repurchase Date but without utilizing any proceeds from any Refinancing of any kind (including Refinancings the obligors under which are Persons other than World Trade), or (ii) a Refinancing shall be required to enable World Trade to repurchase only a portion (the “Relevant Portion”) of the Target Purchased Securities on the Related Agreement Accelerated Repurchase Date in accordance with the terms of the Repo Agreement, in which case Agilent and World Trade shall be required to comply with Sections 4, 5 and 6 hereof but only to the extent necessary to finance

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the repurchase of the Relevant Portion of the Target Purchased Securities (and Agilent and World Trade jointly and severally agree that World Trade shall nonetheless repurchase the Target Purchased Securities (other than the Relevant Portion) on the Related Agreement Accelerated Repurchase Date but without utilizing any proceeds from any Refinancing of any kind (including Refinancings the obligors under which are Persons other than World Trade)).

(d)           In the event that either (i) the short-term unsecured debt obligations of the Counterparty cease to be rated at least “A-1” by S&P or at least “P-1” by Moody’s and Merrill Lynch has not either (A) within 30 days of such event (x) delivered a Merrill Lynch Acceleration Notice to World Trade pursuant to Section 2(a) hereof or (y) provided notice to World Trade of such event, presented to World Trade a plan to identify an alternative counterparty and obtained the consent of World Trade to undertake such plan (such consent not to be unreasonably withheld) or (B) after having obtained the consent of World Trade to the plan described in clause (d)(i)(A)(y) above, failed to identify and enter into a replacement Repo Agreement with an alternative counterparty within 60 days after such event or (ii) at any time following the commencement of a Liquidation Period (other than a Liquidation Period attributable to the occurrence of the events described in clause (i) of the first sentence of paragraph 8 of the LA Confirmation and resulting from an Event of Default attributable to World Trade), a Liquidation Period End Date under and as defined in the LA Confirmation (other than a Liquidation Period End Date resulting from the events described in clause (ii) or (iii) of the second sentence of paragraph 8 of the LA Confirmation) shall have occurred and on such Liquidation Period End Date all of the Counterparty’s Repo Rights and Obligations shall not have been assigned to Merrill Lynch pursuant to, and in accordance with, paragraph 7(c) of the LA Confirmation or to a third-party transferee selected in the manner set forth in paragraph 9 of the LA Confirmation, World Trade shall have the right, by written notice to Merrill Lynch, to designate a Related Agreement Accelerated Repurchase Date with respect to the Purchased Securities.  World Trade may at any time thereafter elect to (x) provide to Merrill Lynch a No Refinancing Notice, (y) cause Merrill Lynch or an affiliate of Merrill Lynch to act, in which event Merrill Lynch shall act, as underwriter or placement agent in connection with a Securities Offering (as defined below) or (z) undertake a Refinancing (as defined below), other than a Securities Offering (as defined below), in each case, pursuant to Section 4 hereof.  The parties hereto agree that the provisions of this Section 2(d) shall be based upon the Liquidity Arrangement as in effect on the date hereof without giving effect to any amendments, modifications or waivers thereof, unless otherwise consented thereto in writing by Agilent.

3.             Assignment of the Counterparty’s Repo Rights and Obligations; Acceleration Instruction.  Agilent and World Trade jointly and severally agree that World Trade shall not (a) withhold consent to the assignment by the Counterparty of the Counterparty’s Repo Rights and Obligations to Merrill Lynch, or (b) unreasonably withhold consent to the assignment by the Counterparty of the Counterparty’s Repo Rights and Obligations to a third-party transferee selected by Merrill Lynch; provided, however, that Merrill Lynch shall neither cause nor permit the Repo Rights and Obligations to be assigned or syndicated to more than five third-party transferees.

In the event that Agilent or World Trade so instructs Merrill Lynch in writing and upon (x) the fulfillment of the requisite conditions set forth in clauses (x) and (y) of Subsection 2(f)(ii) and (y) the designation in writing by Agilent or World Trade to Merrill Lynch of the information

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required to be provided by Merrill Lynch in the instructions described in clause (z) of such Subsection 2(f)(ii), Merrill Lynch shall deliver an MLCS Repurchase Notice (as defined in the Custody Agreement) and a related share transfer form, in each case, in conformity with the foregoing instructions, to The Bank of New York pursuant to Subsection 2(f)(ii) of the Custody Agreement.

In addition, Merrill Lynch agrees not to cause, permit or consent to any amendment to or modification of Section 2(e) or (f) of the Custody Agreement without the written consent of Agilent or World Trade (such consent not to be unreasonably withheld).

4.             Refinancing.

(a)           Agilent and World Trade jointly and severally agree that, in the event that World Trade shall have received a Merrill Lynch Acceleration Notice pursuant to Section 2 hereof, Agilent or World Trade shall establish a Delaware statutory trust or other entity reasonably satisfactory to Merrill Lynch (such trust or other entity, the “Trust”) and shall cause the Trust to issue and sell, by no later than the Related Agreement Accelerated Repurchase Date, such aggregate amount of debt securities (the “Take-out Securities”), in an offering (the “Securities Offering”) placed or underwritten by Merrill Lynch (or an affiliate of Merrill Lynch), as will generate net proceeds sufficient to repurchase, on the Related Agreement Accelerated Repurchase Date and in accordance with the terms of the Repo Agreement, all of the Target Purchased Securities or the Relevant Portion thereof, as the case may be; provided, however, that (i) Agilent and World Trade shall have the right to determine, in their discretion after consultation with Merrill Lynch, whether such securities will be issued through a registered public offering, a private placement of securities eligible for resale pursuant to Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended, or any other private placement; (ii) such securities shall contain such terms, including registration rights (in the event of a private placement or Rule 144A offering), covenants, events of default, interest rate, yield and redemption prices and dates and conditions as are reasonably satisfactory in all respects to Merrill Lynch in light of then prevailing market conditions and the financial condition and prospects of Agilent and its subsidiaries at the date of sale; and (iii) all other arrangements with respect to such securities shall be reasonably satisfactory in all respects to Merrill Lynch in light of then prevailing market conditions and the financial condition and prospects of Agilent and its subsidiaries at the date of sale.

(b)           Agilent and World Trade jointly and severally agree to use all commercially reasonable efforts to (i) commence any Securities Offering required hereunder, or cause such Securities Offering to be commenced, by the date (the “Securities Offering Commencement Date”) occurring no later than 120 calendar days following the Notice Date and (ii) consummate such Securities Offering, or cause such Securities Offering to be consummated, not later than the Related Agreement Accelerated Repurchase Date.  Merrill Lynch agrees that it shall, and shall cause any affiliate of Merrill Lynch acting as underwriter or placement agent in connection with any Securities Offering required hereunder to, use all commercially reasonable efforts to (i) assist and cooperate with each of Agilent and World Trade in connection with the commencement of such Securities Offering and (ii) cause such Securities Offering to be commenced not later than the Securities Offering Commencement Date and consummated not later than the Related Agreement Accelerated Repurchase Date.

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(c)           Agilent and World Trade jointly and severally agree, in connection with any Securities Offering required hereunder, promptly to (i) commence, and cause the Trust to commence, the preparation of an offering document for such Securities Offering reasonably satisfactory in all respects to Merrill Lynch; (ii) commence, and cause the Trust to commence, the preparation of materials for a presentation to S&P and Moody’s for a rating on the Take-out Securities; (iii) cooperate reasonably and in good faith with the marketing effort for the Take-out Securities and assist in the marketing thereof in a manner customary for new high-yield offerings; (iv) furnish Merrill Lynch with all financial and other information concerning Agilent, its affiliates and the Trust that Merrill Lynch may reasonably request for inclusion in any prospectus, private placement memorandum, confidential offering memorandum or other document to be used in connection with such Securities Offering (each, an “Offering Document”); (v) make Agilent’s and World Trade’s senior officers and representatives reasonably available to Merrill Lynch in connection with such Securities Offering, to assist in the preparation of one or more appropriate Offering Documents (including assistance in obtaining industry data), to participate in due diligence sessions, to cooperate in the preparation of cold comfort letters and to participate in one or more road shows to market the applicable securities and to assist Merrill Lynch in the preparation of marketing materials to be used in connection with the Securities Offering); and (v) enter into, and cause the Trust to enter into, usual and customary documentation for offerings of debt securities similar to such Securities Offering, including documentation confirming the engagement of Merrill Lynch, or any affiliate of Merrill Lynch, as placement agent or underwriter in connection with such Securities Offering.

(d)           Anything to the contrary herein notwithstanding, Merrill Lynch agrees that, in the event that Agilent or World Trade shall have provided written notice to Merrill Lynch, by no later than 30 days following the Notice Date, stating that World Trade intends to repurchase some or all of the Target Purchased Securities or the Relevant Portion thereof, as the case may be, on the Related Agreement Accelerated Repurchase Date with proceeds from credit facilities, equity offerings and/or other financings (other than a Securities Offering) (the Securities Offering, such credit facilities, equity offerings or other financings (other than a Securities Offering) or any combination of the foregoing being collectively referred to as the “Refinancing”), Agilent and World Trade shall, to the extent of such proceeds, be relieved from their respective obligations to comply with Sections 4(a), (b) and (c) hereof so long as Agilent and World Trade are using commercially reasonable efforts to (i) cause such Refinancing (other than a Securities Offering) to be entered into or launched, as the case may be, by no later than the Securities Offering Commencement Date and (ii) cause such proceeds to be drawn under or obtained from such Refinancing (other than a Securities Offering) by no later than the Related Agreement Accelerated Repurchase Date.

(e)           In the event that (i) a Securities Offering or any other offering of securities contemplated under Section 4(d) hereof shall not have been commenced, or credit facilities contemplated under Section 4(d) hereof shall not have been entered into, in each case, by the Securities Offering Commencement Date, (ii) proceeds in an amount necessary to repurchase the Target Purchased Securities or the Relevant Portion thereof, as the case may be, shall not have been drawn under, or obtained from, the Refinancing by the Related Agreement Accelerated Repurchase Date or (iii) a No Refinancing Notice shall have been provided by Agilent or World Trade to Merrill Lynch and (x) the Target Purchased Securities (in the case of a No Refinancing Notice making the statements described in clause (i) of Section 2(c)) or (y) the Target Securities

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other than the Relevant Portion (in the case of a No Refinancing Notice making the statements described in clause (ii) of Section 2(c)) shall not have been repurchased on the Related Agreement Accelerated Repurchase Date by World Trade (the events described in (i), (ii) or (iii) each being a “Repurchase Default”), Agilent and World Trade jointly and severally agree (subject to the penultimate sentence of this Section 4(e)) to pay Merrill Lynch, on the date occurring 180 days after the date on which a Repurchase Default shall have occurred and on the last day of each subsequent 180-day period (unless such Repurchase Default shall have been cured at any time during any such 180-day period, in which case the date of payment shall be the date occurring 10 days following the date of such cure, with no Additional Financing Fee (as defined below) accruing during such 10-day period), the amount (the “Additional Financing Fee”) that shall have accrued during the relevant 180-day period (or such shorter period, as the case may be) on the Purchase Price of the Target Purchased Securities or the Relevant Portion thereof, as the case may be (subject to the penultimate sentence of this Section 4(e)) that were outstanding on the Notice Date at a rate (the “Additional Financing Rate”) of 0.25% per annum for the first such 180-day period, which rate shall increase by 0.25% per annum for each subsequent 180-day period up to a maximum of 1.0%, until the earlier to occur of (x) the date on which such Repurchase Default shall have been cured and (y) the date on which the Repo Agreement shall have been terminated.  The daily amount of the Additional Financing Fee with respect to the Target Purchased Securities or the Relevant Portion thereof or the portion of the Target Purchased Securities other than the Relevant Portion, as the case may be (the “Daily Additional Financing Fee”) shall be calculated by dividing the Additional Financing Rate in effect for such day by 365 (or 366, in the case of a calculation made with respect to a leap year) and multiplying the result by such Purchase Price.  The amount of Additional Financing Fee on the Purchased Securities for each 180-day period (or shorter period, as the case may be) shall be calculated by adding the Daily Additional Financing Fees for each day in such period.  All percentages resulting from any of the above calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or 0.09876545) being rounded to 9.87655% (or 0.0987655)) and all United States dollar amounts used in or resulting from such calculations shall be rounded to the nearest cent (with one-half cent being rounded upwards).  Additional Financing Fees shall be paid with immediately available funds on the due date therefor.  The parties hereto agree that the amounts payable pursuant to the foregoing provisions of this Section 4(e) constitute liquidated damages and are the sole remedy available to Merrill Lynch with respect to the failure, if any, of Agilent and/or World Trade to commence a Refinancing within 120 days following the Notice Date or consummate such Refinancing within 180 days following the Notice Date.  If any payment shall be required by the terms hereof to be made on a day that is not a Business Day, such payment shall be made on the immediately succeeding Business Day and no further Additional Financing shall accrue after the day on which payment was required.  Without limiting any other applicable cure of a Repurchase Default, upon the consummation of the repurchase of the Target Purchased Securities or the Relevant Portion thereof, as the case may be, a Repurchase Default shall be deemed cured.

5.             Underwriting/Placement; Expense Reimbursement.  In connection with any Securities Offering (including any Securities Offering undertaken pursuant to Section 2(d) hereof) hereunder, Merrill Lynch or any of its affiliates shall have the right to be, and agrees that it will act as, the sole and exclusive underwriter or placement agent; provided, however, that Merrill Lynch shall not be entitled to any compensation in respect of such role (including any

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underwriting commission, placement agent fee or initial purchaser’s discount) from Agilent, World Trade or the Trust.  Merrill Lynch further agrees to pay the reasonable fees and expenses of counsel of its counsel, and of counsel to Agilent and World Trade, in each case incurred in connection with any Securities Offering (including any Securities Offering undertaken pursuant to Section 2(d) hereof) hereunder.

In connection with any Refinancing (other than a Securities Offering) undertaken by Agilent or World Trade, Merrill Lynch shall be eligible for compensation from Agilent, World Trade or another issuing entity in respect of its role, if any, in such Refinancing (including any underwriting commission, placement agent fee or initial purchaser’s discount).  In addition, Merrill Lynch shall not be required to pay any fees and expenses of counsel of Agilent or World Trade in connection with any Refinancing (other than a Securities Offering).

Each of Agilent, World Trade and Merrill Lynch agrees that any and all expenses incurred by Merrill Lynch pursuant to Section 4(c) of the Custody Agreement shall be promptly reimbursed by Agilent upon presentation by Merrill Lynch of an itemized accounting thereof.

6.             Indemnification; Contribution.  Agilent and World Trade jointly and severally agree to indemnify and hold harmless Merrill Lynch and its affiliates, directors, officers, employees, agents and controlling persons (Merrill Lynch and each such other person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party becomes subject under any applicable law, or otherwise related to or arising out of or in connection with (a) any Refinancing or any other transaction contemplated by this Agreement and (b) any untrue statement or alleged untrue statement of a material fact contained in any information (whether oral or written) or documents furnished or made available by World Trade or Agilent or any of their affiliates or the relevant issuer or obligor under any Refinancing, directly or through Merrill Lynch, to any holder of securities placed or underwritten by Merrill Lynch or any of its affiliates in connection with any Refinancing or otherwise contemplated pursuant to this Agreement or the omission or the alleged omission to state therein a material fact necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made; provided, however, that neither Agilent nor World Trade shall be liable, in the case of this clause (b), to the extent that any such losses, claims, damages or liabilities arise out of or are based on such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information relating to Merrill Lynch (or the relevant affiliate thereof) furnished to Agilent or World Trade by Merrill Lynch expressly for use therein.  In no event shall Agilent or World Trade be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.  Agilent and World Trade jointly and severally agree to promptly reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising from any of the matters referred to in the preceding sentence, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of World Trade or Agilent or the relevant issuer or whether or not resulting in any liability.  Neither Agilent nor World Trade shall be liable for any settlement of

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any proceeding effected without its written consent, but if settled with such consent or if there shall be a final judgment for the plaintiff, Agilent and World Trade jointly or severally agree to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.  Agilent and World Trade further jointly and severally agree not to assert any claim against any Indemnified Party for consequential, punitive or exemplary damages on any theory of liability in connection with the transactions described in or contemplated by this Agreement.  Neither Agilent nor World Trade shall be liable to an Indemnified Party under clause (a) of the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is finally determined by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s bad faith, gross negligence or willful misconduct.

If the indemnification of an Indemnified Party provided for in this Agreement is for any reason held unenforceable, Agilent and World Trade jointly and severally agree to contribute to the losses, claims, damages or liabilities for which such indemnification is held unenforceable (a) in such proportion as is appropriate to reflect the relative benefits to World Trade and Agilent, on the one hand, and Merrill Lynch, on the other hand, of any Refinancing, or (b) (but only if) the allocation provided for in clause (a) is for any reason prohibited by law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) but also World Trade and Agilent’s relative fault, on the one hand, and the relative fault of Merrill Lynch, on the other hand, as well as any other relevant equitable considerations.  Agilent and World Trade jointly and severally agree that for the purposes of this paragraph the relative benefits to World Trade and Agilent, on the one hand, and to Merrill Lynch, on the other hand, shall be deemed to be in the same proportion that the total value received or contemplated to be received by World Trade and/or Agilent in any Refinancing bears to the fees paid or to be paid to Merrill Lynch under any commitment letter or engagement letter, as the case may be, with respect to such Refinancing; provided, however, that, to the extent permitted by applicable law, in no event shall the Indemnified Parties be required to contribute in respect of a specific transaction an aggregate amount in excess of the fees actually paid in such transaction to Merrill Lynch.  The foregoing contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or otherwise.  No investigation or failure to investigate by any Indemnified Party shall impair the foregoing indemnification and contribution agreement or any other right an Indemnified Party may have.

Agilent and World Trade jointly and severally agree that, without Merrill Lynch’s prior written consent, neither World Trade nor Agilent nor any of their affiliates or subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification has been or could be sought under the indemnification provisions of this Agreement (whether or not Merrill Lynch or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent (a) includes an unconditional written release, in form and substance satisfactory to Merrill Lynch and each Indemnified Party, from all liability arising out of such claim, action or proceeding and (b) does not include any statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any Indemnified Party.

In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against Agilent or any of its subsidiaries or affiliates in which such Indemnified Party is not named as a defendant, World Trade and Agilent agree to

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reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and expenses of its legal counsel.

In the event that Merrill Lynch (or an affiliate of Merrill Lynch) acts as underwriter or placement agent in connection with a Securities Offering or any other offering of securities contemplated under Section 4(d) hereof or acts as arranger under any credit facilities or any other financing contemplated under Section 4(d) hereof, the indemnification and contribution provisions set forth in the related placement agreement, underwriting agreement or credit facilities, as the case may be, shall supersede and replace the provisions of this Section 6 in all respects.

7.             Make-Whole Premium Payment.  On any Accelerated Repurchase Date or Partial Accelerated Repurchase Date, Agilent and World Trade jointly and severally agree to pay to Merrill Lynch or to an affiliate thereof designated by Merrill Lynch, in addition to any other amounts payable under the Repo Agreement, an amount equal to the Make-Whole Premium (as defined below) with respect to the Purchased Securities to be repurchased by World Trade on such date; provided that such amount shall not be payable in connection with an accelerated repurchase of the Purchased Securities resulting from (a) a Merrill Lynch Acceleration Event (other than a Merrill Lynch Acceleration Event of the type described in clause (iii) of the definition thereof which resulted from an unreasonable refusal by World Trade to consent to an assignment of the Counterparty’s Repo Rights and Obligations) or (b) an acceleration event of the type described in Section 2(d) hereof.

“Make-Whole Premium” shall be calculated, with respect to any Purchased Securities, as of the date of a Make-Whole Premium payment and shall be equal to the excess, if any, of (a) the sum of (1) the Present Value (as defined below) of the Repurchase Price and (2) the Present Value of Price Differential Payments, over (b) the Repurchase Price.

“Present Value of Repurchase Price” shall mean an amount equal to the Repurchase Price scheduled to be paid on January 27, 2011, discounted using the expected three-month U.S. dollar LIBOR forward rate applicable to the period starting on the date of calculation of the Make-Whole Premium and ending on January 27, 2011.

“Present Value of Price Differential Payments” shall mean the sum of the discounted amounts calculated as described in (2) below with respect to each remaining scheduled Price Differential Payment.

(1)Each scheduled Price Differential Payment shall be assumed to be an amount equal to the product of (x) the Repurchase Price of the Purchased Securities, (y) the sum of LIBOR and 28 basis points, using the expected three-month U.S. dollar LIBOR forward rate as applicable on the LIBOR determination date for such payment and (z) the actual number of days in the Price Differential Payment calculation period ending on the scheduled date of such Price Differential Payment, divided by 365 (or 366 in the case of a leap year).

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(2)Each amount calculated as described in (1) above shall be discounted using the compounded expected three-month U.S. dollar LIBOR forward rate applicable to the period beginning on the date of calculation of the Make-Whole Premium and ending on the scheduled date of the Price Differential Payment relating to such amount.

8.             Termination. 

This Agreement shall terminate and be of no further force or effect (except as to Section 6 hereof) upon the earlier to occur of (a) the fifth anniversary of the date hereof and (b) the date on which all of the Target Purchased Securities or Purchased Securities, as the case may be, are repurchased by World Trade.

9.             Assignment of Counterparty’s Repo Rights and Obligations. 

In the event that Merrill Lynch shall have arranged a third-party transferee for the assignment by the Counterparty to such third-party transferee of the Counterparty’s Repo Rights and Obligations, Merrill Lynch, Agilent and World Trade shall enter into a new agreement substantially identical to this Agreement (but with respect to the Repo Rights and Obligations assigned to such third-party) except that all references therein to the Counterparty shall denote such third-party transferee rather than the Counterparty hereunder.

10.           No Inconsistent Agreements.  Neither World Trade nor Agilent has entered into, and neither World Trade nor Agilent will after the date of this Agreement enter into, any agreement which is inconsistent with the rights granted to Merrill Lynch in this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to Merrill Lynch do not and will not for the term of this Agreement in any way conflict with the rights granted to the holders of World Trade’s and Agilent’s other issued and outstanding securities under any such agreements.

11.           Representations.  Each of the parties represents and warrants that (a) its execution and delivery of this Agreement have been duly authorized by all requisite action by such party and do not and will not (i) violate its relevant organizational documents or (ii) violate or conflict with any law applicable to it, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets, and (b) this Agreement has been duly executed by it and is enforceable against it.

12.           Notices and Other Communication.  Any notice or communication required or permitted to be given by any provision of this Agreement shall be in writing or by facsimile and shall be deemed to have been delivered, given, and received for all purposes (a) if delivered personally to the Person or to an officer of the Person to whom the same is directed, or (b) when the same is actually received (if during the recipient’s normal business hours if during a Business Day, or, if not, on the next succeeding Business Day), if sent by facsimile (followed by a hard copy of the same communication sent by certified mail, postage and charges prepaid), or by courier or delivery service or by mail, addressed as follows, or to such other address as such Person may from time to time specify by notice, (i) if to Agilent or World Trade, at the address of Agilent at 395 Page Mill Road, MS A3-14, Palo Alto, CA 94306, Facsimile No.:  (650) 752-5742, Attention: Chief Financial Officer and General Counsel,  with a copy to Ronald S. Gross, Esq., at Jones Day, 222 East 41st Street New York, New York 10017, Facsimile No.: (212) 755-7306 and (ii) if to Merrill Lynch, at its address at 4 World Financial Center, 18^th Floor, New

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York, New York 10080, Facsimile No.: (646) 805-0218, Attention:  Swap Group, with a copy to GMI Counsel, Merrill Lynch, 4 World Financial Center, 12^th Floor, New York, New York 10080, Facsimile No.: (212) 449-6993, Attention Swaps Legal.

13.           Severability.  If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties to this Agreement.

14.           Entire Agreement.  This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all oral communications and prior writings with respect hereto.

15.           Modification.  This Agreement shall not be amended or modified, except by an instrument in writing signed by each of the parties hereto.

16.           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

17.           Consent to Jurisdiction; Waiver of Venue Objection; Service of Process.  EACH OF AGILENT AND WORLD TRADE HEREBY IRREVOCABLY SUBMITS TO AND ACCEPTS THE NONEXCLUSIVE JURISDICTION OF ANY FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OR THE COURTS OF THE STATE OF NEW YORK, IN EACH CASE, LOCATED IN THE BOROUGH OF MANHATTAN OF THE CITY OF NEW YORK, AND EACH OF AGILENT AND WORLD TRADE HEREBY IRREVOCABLY AGREES THAT ANY ACTION OR PROCEEDING AGAINST IT OR AGAINST ITS PROPERTY ARISING OUT OF OR RELATING TO THIS AGREEMENT (AN “ACTION”) MAY BE HEARD AND DETERMINED IN SUCH FEDERAL OR STATE COURT.  EACH OF AGILENT AND WORLD TRADE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO, ANY DEFENSE OR OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY DEFENSE OR OBJECTION TO VENUE BASED ON THE GROUNDS OF FORUM NONCONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE MAINTENANCE OF ANY ACTION IN ANY SUCH JURISDICTION.  EACH OF AGILENT AND WORLD TRADE HEREBY IRREVOCABLY AGREES THAT THE SUMMONS AND COMPLAINT OR ANY OTHER PROCESS IN ANY ACTION IN ANY JURISDICTION WITHIN THE UNITED STATES MAY BE SERVED BY MAILING (USING CERTIFIED OR REGISTERED MAIL, POSTAGE PREPAID) TO THE NOTICE ADDRESS FOR IT SET FORTH HEREIN OR BY HAND DELIVERY TO A PERSON OF SUITABLE AGE AND DISCRETION AT SUCH ADDRESS.  EACH OF AGILENT AND WORLD TRADE MAY ALSO BE SERVED IN ANY OTHER MANNER PERMITTED BY LAW, IN WHICH EVENT ITS TIME TO RESPOND SHALL BE THE TIME PROVIDED BY LAW.

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18.           Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

19.           Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed an original instrument and all of which together will constitute one and the same agreement.

Signatures follow on next page

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IN WITNESS WHEREOF, the undersigned have executed this Agreement on behalf of the parties as of the date first above written.

AGILENT TECHNOLOGIES, INC.
By:	/s/ David B. Cooper, Jr.
	Name:	David B. Cooper, Jr.
	Title:	Sr. Vice President, Finance and
		Treasurer
AGILENT TECHNOLOGIES WORLD TRADE, INC.
By:	/s/ David B. Cooper, Jr.
	Name:	David B. Cooper, Jr.
	Title:	Assistant Treasurer
MERRILL LYNCH CAPITAL SERVICES, INC.
By:	/s/ Angelina Lopes
	Name:	Angelina Lopes
	Title:	Authorized Signatory

Agilent Related Agreement

14

EX-99.4

Exhibit 99.4

Execution Copy

AGILENT AGREEMENT

DATED AS OF JANUARY 27, 2006

TABLE OF CONTENTS

SECTION 1	DEFINED TERMS; RULES OF CONSTRUCTION	1
1.1	Definitions	1
1.2	Use of Certain Terms	1
1.3	Headings and References	2
SECTION 2	REPRESENTATIONS AND WARRANTIES	2
2.1	Due Formation	2
2.2	Authorization; No Contravention	2
2.3	Governmental Approvals	3
2.4	Enforceability	3
2.5	Investment Company; Holding Company	3
2.6	No Material Affiliate Event	3
2.7	Representations of Agilent Parties	3
2.8	Value of Depositary Receipts	3
SECTION 3	AGILENT AND WORLD TRADE COVENANTS	3
3.1	Separateness Covenants	3
3.2	General Covenants	7
3.3	Reporting Requirements	8
3.4	Check-the-Box Elections	9
3.5	World Trade Tax Filing Obligations	9
3.6	Covenants Regarding Cayco	10
3.7	Investment Manager	10
3.8	Custodian	11
3.9	Outstanding Class A Preferred Shares	11
3.10	Permitted Investments	12
3.11	Investment Manager Notices	12
3.12	Rating Condition	12
3.13	Withdrawal or Liquidation of CP Securities	12
3.14	Redemption of Class A Preferred Shares	13
SECTION 4	MISCELLANEOUS	13
4.1	Termination	13

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4.2	Amendments	13
4.3	Addresses for Notices	13
4.4	No Waiver; Cumulative Remedies	13
4.5	Consent to Jurisdiction; Waiver of Venue Objection; Service of Process	14
4.6	Waiver of Jury Trial	14
4.7	Assignment	14
4.8	Governing Law	14
4.9	Counterparts	14
4.10	Severability	15
4.11	No Third-Party Beneficiaries	15

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AGILENT AGREEMENT

AGILENT AGREEMENT, dated as of January 27, 2006 (as amended, amended and restated or otherwise modified from time to time, this “Agreement”), by Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Agilent Technologies World Trade, Inc., a Delaware corporation (“World Trade”), in favor of each and every Designated Person in existence on the date hereof and from time to time.

Preliminary Statements

A.Each of World Trade, Cayco and Luxco is a direct or indirect, wholly-owned subsidiary of Agilent.

B.On December 16, 2005, Cayco issued Class A Preferred Shares to World Trade.

C.Agilent and World Trade have entered into the Repo Agreement with the Buyer, whereby World Trade agrees to sell to the Buyer and the Buyer agrees to purchase from World Trade the Class A Preferred Shares (subject to a World Trade’s obligation to repurchase, and the Buyer’s obligation to resell, the Class A Preferred Shares).

D.Agilent and World Trade may terminate the Repo Agreement, and thereafter the Holders may issue or incur Class A Holder Secured Indebtedness and, in connection with such issuance or incurrence, the Holders may pledge all of their right, title and interest in, to and under the Class A Preferred Shares to the Agent or the Collateral Agent, as applicable, as security for such Indebtedness.

E.It is, or will be, a condition to each of the performance by the Buyer of its obligations under the Repo Agreement and the subsequent issuance or incurrence, if any, of Class A Holder Secured Indebtedness that Agilent and World Trade provide certain assurances set forth in this Agreement, and each of Agilent and World Trade will receive substantial direct and indirect benefits from the issuance or incurrence of such Indebtedness.

In consideration of the premises, and intending to be legally bound by this Agreement, Agilent and World Trade agree as follows:

SECTION 1

DEFINED TERMS; RULES OF CONSTRUCTION

1.1Definitions.  As used in this Agreement (including in the Preliminary Statements), capitalized terms defined in the preamble and other Sections of this Agreement and Exhibit A to this Agreement shall have the meanings set forth therein and capitalized terms used herein (including in the Preliminary Statements) but not otherwise defined herein shall have the meanings set forth in the Certificate of Designations.

1.2Use of Certain Terms.  In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” mean “to but excluding”.  Unless the context of this Agreement

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requires otherwise, the plural includes the singular,  the singular includes the plural, and “including” has the meaning of “including without limitation”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and other similar terms refer to this Agreement (including Exhibit A to this Agreement) as a whole and not exclusively to any particular provision of this Agreement.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, or singular or plural, forms thereof, as the identity of the Person or Persons may require.

1.3Headings and References.  Section and other headings are for reference only, and shall not affect the interpretation or meaning of any provision of this Agreement.  Unless otherwise provided, references to Sections and Exhibits shall be deemed references to Sections of, and Exhibits to, this Agreement.  Whether or not specified herein or therein, references to this Agreement and any other Operative Document include this Agreement and the other Operative Documents as the same may be amended, restated, modified or supplemented from time to time pursuant to the provisions hereof or thereof as permitted by the Operative Documents.  References to any other agreement or contact are to such agreement or contract as amended, restated, modified or supplemented from time to time in accordance with the terms hereof (if applicable) and thereof.  Whether or not specified herein, a reference to any law shall mean that law as it may be amended, modified or supplemented from time to time, and any successor law.  A reference to a Person includes the successors and assigns of such Person, but such reference shall not increase, decrease or otherwise modify in any way the provisions in this Agreement governing the assignment of rights and obligations under or the binding effect of any provision of this Agreement, including Section 4.8.

SECTION 2

REPRESENTATIONS AND WARRANTIES

Agilent and World Trade hereby, jointly and severally, represent and warrant as of the date hereof, and on any Closing Date, as follows:

2.1Due Formation.  Agilent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.  Each of World Trade, Cayco and Luxco (together with Agilent, each an “Agilent Party” and, collectively, the “Agilent Parties”) is duly incorporated or formed, validly existing and, to the extent applicable in the relevant jurisdiction, in good standing in the jurisdiction of its incorporation or formation.  Each of the Agilent Parties possesses all corporate, limited liability company or other applicable organizational powers necessary to engage in its business and operations as now conducted.

2.2Authorization; No Contravention.  The execution, delivery and performance by each Agilent Party of each Operative Document to which it is a party are within its organizational powers, have been duly authorized by all necessary corporate, limited liability company or other applicable organizational action, and do not and will not contravene (i) its Organizational Documents, (ii) any contract, mortgage, lien, lease, agreement, indenture, or other instrument to which such Agilent Party is a party or which is binding upon it or its property, except to the extent such contravention would not reasonably be expected to result in a Material

2

Adverse Effect or (iii) in any material respect, any judgment, law, statute, rule or governmental regulation applicable to such Agilent Party or its property.

2.3Governmental Approvals.  No consent, approval, or authorization of, or declaration or filing with, any governmental authority, and no consent of any other Person, is required for the due execution, delivery and performance by each Agilent Party of each Operative Document to which it is a party, except those already obtained or made and those required to perfect security interests.

2.4Enforceability.  Each Operative Document to which any of the Agilent Parties is a party constitutes the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors rights generally or by general principles of equity.

2.5Investment Company; Holding Company.  (a) No Agilent Party is, or upon consummation of the transactions contemplated by the Operative Documents will be, required to be registered as an “investment company” under the Investment Company Act of 1940.

(b)No Agilent Party is subject to regulation as a “holding company,” an “affiliate” of a “holding company,” or a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935.  Similarly, no Agilent Party will be subject to regulation as a “holding company,” an “affiliate” of a “holding company,” or a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 2005.

2.6No Material Affiliate Event.  No Incipient Material Affiliate Event or Material Affiliate Event has occurred and is continuing.

2.7Representations of Agilent Parties.  All of the written representations made by any Agilent Party in any Operative Document or any certificate delivered pursuant to any Operative Document were or will be true and correct on the date such representations were so made, other than any such representations or warranties that, by their terms, refer to a specific date other than any such date, in which case as of such specific date.

2.8Value of Depositary Receipts.  Immediately after giving effect to the transactions contemplated to occur on or prior to the date hereof under and in connection with the Operative Documents, the depositary receipts of the Foundation held by Cayco will make up more than twenty percent (20%) of Cayco’s assets by value.  No plan of any Agilent Party exists to take actions that would result in such depositary receipts making up twenty percent (20%) or less of Cayco’s assets by value.

SECTION 3

AGILENT AND WORLD TRADE COVENANTS

3.1Separateness Covenants.  Agilent and World Trade hereby, jointly and severally, covenant and agree that, so long as any Class A Preferred Shares remain outstanding, each of

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Agilent and World Trade will, and will cause each of the other Agilent Parties and each of the other Agilent Subsidiaries to, comply with the following undertakings:

(a)each of Agilent and the Agilent Subsidiaries will maintain its books, financial records and accounts, including inter-entity transaction accounts, checking and other bank accounts and custodian and other securities safekeeping accounts, (i) separate and distinct from those of each of Cayco and Luxco and (ii) in a manner so that it will not be difficult or costly to segregate, ascertain or otherwise identify its assets and liabilities separate and distinct from the assets and liabilities of Cayco and Luxco;

(b)each of Cayco and Luxco will maintain their books, financial records and accounts, including inter-entity transaction accounts, checking and other bank accounts and custodian and other securities safekeeping accounts, (i) separate and distinct from those of any other Person and (ii) in a manner so that it will not be difficult or costly to segregate, ascertain or otherwise identify its assets and liabilities separate and distinct from the assets and liabilities of any other Person;

(c)each of Agilent and the Agilent Subsidiaries will not commingle any of its assets, funds, liabilities or business functions with the assets, funds, liabilities or business functions of Cayco and Luxco;

(d)each of Cayco and Luxco will not commingle any of its assets, funds, liabilities or business functions with the assets, funds, liabilities or business functions of any other Person;

(e)each of Cayco and Luxco will conduct its own business in its own name, and observe all requisite corporate or other organizational and internal procedures and formalities under applicable law;

(f)neither Cayco nor Luxco will be consensually merged or consolidated with any other Person (other than with Agilent or an Agilent Subsidiary solely for accounting and U.S. federal or other applicable income tax purposes);

(g)none of Agilent and the Agilent Subsidiaries will conduct its business in the name of Cayco or Luxco;

(h)Agilent will include in its periodic reports filed with the SEC information that clearly discloses the separate existence and identity of Cayco from Agilent and the Agilent Subsidiaries and that Cayco has separate assets and liabilities;

(i)conduct all transactions, contracts and dealings between Agilent or any Agilent Subsidiary, on the one hand, and Cayco or Luxco, on the other hand, including transactions, agreements and dealings pursuant to which the assets or property of one is used or to be used by the other, in a manner that reflects the separate identity and legal existence of each such Person;

(j)conduct all transactions, contracts and dealings between Cayco or Luxco, on the one hand, and any other Person, on the other hand, including transactions, agreements and

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dealings pursuant to which the assets or property of one is used or to be used by the other, in a manner that reflects the separate identity and legal existence of each such Person;

(k)each of Cayco and Luxco will hold all of its assets in its own name;

(l)conduct all transactions between Cayco or Luxco, on the one hand, and any other Person, on the other hand, in the name of Cayco or Luxco, as applicable, as an entity separate and distinct from any other Person;

(m)except as otherwise contemplated in the Indemnity Documents, each of Cayco and Luxco will pay its liabilities and losses from its assets, and each of Agilent and the Agilent Subsidiaries will pay their liabilities and losses from assets other than those of Cayco and Luxco;

(n)cause its representatives and agents (whether or not they are “loaned” employees of Agilent or any Agilent Subsidiary), when purporting to act on behalf of Cayco or Luxco, to hold themselves out to third parties as being representatives or agents, as the case may be, of Cayco or Luxco and, to the extent any such items are utilized, will utilize business cards, letterhead, purchase orders, invoices and the like of Cayco or Luxco, as applicable, when so acting;

(o)except as otherwise contemplated in the Indemnity Documents, each of Cayco and Luxco will compensate all consultants, independent contractors and agents from its own funds for services provided to it by such consultants, independent contractors and agents;

(p)ensure that, to the extent that Cayco or Luxco, on the one hand, and any other Person, on the other hand:

(i)jointly contract or do business with vendors or service providers or share overhead expenses, the costs and expenses incurred in so doing will be fairly and non–arbitrarily allocated between or among such Persons, with the result that each such Person bears its fair share of all such costs and expenses; and

(ii)contracts or does business with vendors or service providers where the goods or services are wholly or partially for the benefit of the other, then the costs incurred in so doing will be fairly and non–arbitrarily allocated to the Person for whose benefit the goods or services are provided, with the result that each such Person bears its fair share of all such costs;

(q)neither Agilent nor any Agilent Subsidiary will make any inter-entity loans, advances, guarantees, extensions of credit or contributions of capital to, from or for the benefit of Cayco or Luxco, as the case may be, without proper documentation and accounting in accordance with applicable generally accepted accounting principles and only in accordance with, or as contemplated by, the provisions of the Certificate of Designations and the Operative Documents;

(r)neither Cayco nor Luxco will make any inter-entity loans, advances, extensions of credit or contributions of capital to, from or for the benefit of any other Person

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without proper documentation and accounting in accordance with applicable generally accepted accounting principles and only in accordance with, or as contemplated by, the provisions of Certificate of Designations and the Operative Documents;

(s)not to refer to itself in a manner inconsistent with its status as a legal entity separate and distinct from Cayco and Luxco;

(t)each of Cayco and Luxco will not refer to itself in a manner inconsistent with its status as a legal entity separate and distinct from any other Person;

(u)neither Agilent nor any Agilent Subsidiary will hold out the credit of Cayco or Luxco as being available to satisfy the obligations of Agilent or any Agilent Subsidiary or any other Person;

(v)neither Cayco nor Luxco will hold out the credit of any other Person as being available to satisfy the obligations of Cayco or Luxco, except as contemplated by the Indemnity Documents;

(w)neither Cayco nor Luxco will hold out its credit as being available to satisfy the obligations of any other Person;

(x)each Agilent Party will maintain adequate capital in light of its contemplated business operations;

(y)except as otherwise contemplated in the Indemnity Documents, neither Agilent nor any Agilent Subsidiary will guarantee or become obligated for the Indebtedness or other obligations of Cayco or Luxco;

(z)neither Cayco nor Luxco will guarantee or become obligated for the debts of any other Person;

(aa)neither Agilent nor any Agilent Subsidiary will acquire the obligations or securities of Cayco or Luxco, except as contemplated by or permitted under the Operative Documents;

(bb)neither Cayco nor Luxco will acquire or hold the obligations, securities or any other Indebtedness of any other Person, except as contemplated by or permitted under the Operative Documents;

(cc)to the extent any such items are used, use stationery, invoices, and checks bearing its own name;

(dd)neither Agilent nor any Agilent Subsidiary will pledge its assets for the benefit of Cayco or Luxco, except in connection with any statutory lien under Dutch law on the assets of the Foundation for the benefit of the holders of its Depository Receipts;

(ee)neither Cayco nor Luxco will pledge its assets for the benefit of any other Person;

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(ff)each of Agilent and the Agilent Subsidiaries will take all actions that it deems necessary and appropriate to correct any known misunderstanding regarding its separate identity from Cayco and Luxco;

(gg)each of Cayco and Luxco will take all actions that it deems necessary and appropriate to correct any known misunderstanding regarding its separate identity from any other Person;

(hh)each of Cayco and Luxco will not use its separate existence and not permit that its separate existence be used by any of its Affiliates, in each case, to abuse its creditors or to perpetrate a fraud, injury, or injustice on its creditors;

(ii)each of Cayco and Luxco will ensure that (i) all transactions between it or any of its Affiliates, on the one hand, and Cayco or Luxco, on the other hand, are, and will be, duly authorized and documented, and recorded accurately in the appropriate books and records of such Persons, and (ii) all such transactions are, and will be, on arms-length terms fair to each party, constitute exchanges for fair consideration and for reasonably equivalent value, and are, and will be, made in good faith and without any intent to hinder, delay, or defraud its creditors;

(jj)neither Cayco nor Luxco will take any action, or engage in transactions with any of its Affiliates, unless the boards of managers, managing members, or officers, as appropriate, of such Affiliate and Cayco or Luxco, as the case may be, determine in a reasonable fashion that such actions or transactions are in their respective entities’ best interests, it being agreed by the parties hereto that this Agreement and the other Operative Documents (and the transactions contemplated hereby and thereby and permitted hereunder and thereunder) satisfy the foregoing standard and satisfy the requirements of this clause (jj); and

(kk)no Agilent Party will enter into the transactions contemplated by this Agreement or any other Operative Document to which it is a party in contemplation of insolvency or with a design to prefer one or more of its creditors to the exclusion in whole or in part of another of its creditors or with an intent to hinder, delay or defraud any of its creditors.

Notwithstanding the foregoing restrictions on its activities, Agilent and World Trade will cause each of Cayco and Luxco to be authorized and permitted to take the actions required by this Agreement and the other Operative Documents to which it is a party.  Notwithstanding clause (x) of this Section 3.1, nothing herein shall require or be deemed to require Agilent or any Agilent Subsidiary, directly or indirectly, (a) to pay or guarantee the payment of or to take any action intended to pay or guarantee the payment of any expenses or liabilities of Cayco or Luxco or (b) to make any capital contribution to or otherwise advance or supply funds or assets to Cayco or Luxco for the purchase or payment of any expenses or liabilities of Cayco or Luxco or to maintain working capital or equity capital of Cayco or Luxco or otherwise to maintain the net worth or solvency of Cayco or Luxco.

3.2General Covenants.  Agilent and World Trade hereby, jointly and severally, covenant and agree that, so long as any Class A Preferred Shares remain outstanding, neither Agilent nor World Trade will at any time:

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(a)Indebtedness, Etc.  Permit Cayco to (i) incur or become liable for any Indebtedness, (ii) guarantee the liabilities of any other Person, (iii) have any employees, or (iv) create, incur or suffer to exist any liens of any kind on the Permitted Investments (other than liens for taxes, assessments and governmental charges or levies not yet delinquent or being contested in good faith and by appropriate proceedings and as to which adequate reserves are being maintained in accordance with generally accepted accounting principles).

(b)Sale, Etc., of Assets; Equity.  Permit Cayco to (i) sell, transfer or otherwise dispose of, in any case, whether in one transaction or in a series of transactions, any of its assets or (ii) issue any equity securities, in each case, other than as expressly permitted under the Certificate of Designations or any Operative Document.

(c)Merger, Etc.  Permit any of Cayco and Luxco to merge or consolidate with any Person (other than with Agilent or an Agilent Subsidiary solely for accounting and U.S. federal or other applicable income tax purposes).

(d)Investments.  Direct Cayco, the Custodian or the Investment Manager, or authorize or permit Cayco, the Custodian or the Investment Manager, to hold or invest in any assets other than as permitted under the Certificate of Designations.

(e)Bankruptcy, Etc.  Consent to, vote for, or otherwise cause or permit any other Agilent Party voluntarily to take any action of the type referred to in the definition of Bankruptcy Action.

(f)Structure of Cayco.  Direct, authorize or permit Cayco to amend its Memorandum or Articles or the Certificate of Designations, including, without limitation, to effect any modification to the governing structure of Cayco, except as permitted under the Certificate of Designations.

(g)Investment Management Agreement.  (i) At any time prior to the Repo Transaction Termination Date or (ii) so long as any Class A Holder Secured Indebtedness is outstanding and, in either case, if and so long as a Rating Circumstance then exists, direct, authorize or permit Cayco to amend or modify the Investment Management Agreement relating to the Permitted Investments Account unless, prior to such amendment or modification, the Rating Condition shall have been satisfied with respect thereto.

(h)Class A Preferred Payments.  Direct, authorize or permit Cayco to give any instruction with respect to payments in respect of the Class A Preferred Shares other than an instruction in accordance with Section 5 of the Repo Agreement or any provision in any Class A Holder Secured Indebtedness Document requiring the pledgor of Class A Preferred Shares thereunder to instruct Cayco to make payments in respect of such shares to the Agent, the Collateral Agent or the Indenture Trustee, as applicable.

3.3Reporting Requirements.  Agilent hereby covenants and agrees that, so long as the Class A Preferred Shares remain outstanding, it will furnish to (i) in the case of clause (b) below, the Person specified therein, and (ii) in all other cases, each Applicable Person and, in the case of each of clauses (c) and (d) below if and so long as a Rating Circumstance then exists, each of the relevant Rating Agencies, the following:

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(a)Public Reports.  A copy of all of the information and reports referred to in clauses (x) and (y) below promptly upon the filing thereof with the SEC:  (x) beginning with the report for the fiscal year ended October 31, 2005, all quarterly and annual financial information of Agilent filed with the SEC on Forms 10-Q and 10-K, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by Agilent’s certified independent public accountants and (y) all current reports filed with the SEC on Form 8-K.  Notwithstanding the foregoing, Agilent will be deemed to have furnished such reports referred to in the preceding paragraph if Agilent has filed such reports with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system) and such reports are publicly available.

(b)144A(d)(4) Information.  At any time when Agilent is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of any holder of Class A Holder Secured Indebtedness issued under any Class A Holder Secured Indebtedness Indenture or any prospective purchaser thereof, Agilent will promptly furnish or cause to be furnished to such Person such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act.

(c)Compliance Certificate.  Within ninety (90) days after the close of each of Agilent’s fiscal years, an officer’s certificate signed by the Chief Financial Officer of Agilent and stating that a review of the activities of the Agilent Parties during the preceding fiscal year has been made under his or her supervision with a view to determining whether each of Agilent and World Trade has performed its obligations under this Agreement, and further stating that to his or her actual knowledge no Incipient Material Affiliate Event or Material Affiliate Event has occurred during such period and remains in existence or, if either (i) an Incipient Material Affiliate Event or (ii) a Material Affiliate Event shall have so occurred (whether or not cured), describing all such Incipient Material Affiliate Events or Material Affiliate Events of which he or she may have knowledge and what action Agilent is taking (or has taken) or proposes to take with respect thereto.

(d)Notice of Incipient Material Affiliate Event or Material Affiliate Event.  Within two (2) Business Days after an officer of Agilent has actual knowledge of such occurrence, written notice of the occurrence of an Incipient Material Affiliate Event or Material Affiliate Event and setting forth in detail the actions that Agilent has taken or proposes to take with respect thereto and whether or not cured.

3.4Check-the-Box Elections.  Agilent will cause each of Luxco and the Foundation to file a valid election with the United States Internal Revenue Service (the “IRS”) to be treated from its respective date of formation as a disregarded entity for United States federal income tax purposes in accordance with Treasury Regulation section 301.7701-3(c) and cause each of them to maintain its status as a disregarded entity for all relevant times in the future.

3.5World Trade Tax Filing Obligations.  In connection with the transfer of the depository receipts of the Foundation (and thereby indirectly the shares of Agilent Technologies Europe B.V.) to Cayco, World Trade will timely execute and file with the IRS (i) a “gain recognition agreement” described in Treasury Regulation section 1.367(a)-8 and the waiver of the period of limitations described therein in Agilent’s consolidated United States federal income

9

tax return by the due date (including extensions) of such return for the year of the transfer, in accordance with the procedures specified in Treasury Regulation section 1.367(a)-8(a) and (ii) the annual certification described in Treasury Regulation section 1.367(a)-8(b)(5) in Agilent’s consolidated United States federal income tax return by the due date (including extensions) of such return for each of the five full taxable years following the year of the transfer, in accordance with the procedures specified in Treasury Regulation section 1.367(a)-8.

3.6Covenants Regarding Cayco.  Agilent shall cause Cayco not to:

(a)establish any physical presence or branch office or acquire or rent office space in the United States or any other jurisdiction (other than the Cayman Islands);

(b)appoint a representative or agent in the United States or any other jurisdiction outside of the Cayman Islands with unlimited authority to conduct the business of Cayco or to sign contracts for and on behalf of Cayco in any such jurisdiction;

(c)become a plaintiff, or counterclaim, in any suit, action or proceedings outside the Cayman Islands or the Netherlands, except in a special proceeding for purposes of disclaiming the jurisdiction of the relevant court or tribunal;

(d)voluntarily appear before a court in any suit, action or proceedings outside the Cayman Islands or the Netherlands, except in a special proceeding for purposes of disclaiming the jurisdiction of the relevant court or tribunal;

(e)expressly agree to submit to the jurisdiction of any court outside of the Cayman Islands and the Netherlands;

(f)hold board of director or shareholder meetings in or from within any jurisdiction other than the Cayman Islands or Bermuda or such other jurisdiction (other than the United States) as should not, in the opinion of counsel, result in Cayco being determined to have a place of business for any purposes in such other jurisdiction; or

(g)maintain any property or assets of Cayco in the United States or maintain any material amount of property or assets of Cayco in any other jurisdiction (other than the Cayman Islands and the Netherlands).

3.7Investment Manager.  Agilent and World Trade jointly and severally agree to cause Cayco to appoint an Investment Manager to oversee the Permitted Investment Account and Agilent and World Trade jointly and severally agree to cause Cayco to enter into an Investment Management Agreement with such Investment Manager.  Agilent and World Trade jointly and severally agree to cause Cayco to cause the Investment Manager to comply with all of its obligations under such Investment Management Agreement.  In the event that the Investment Manager shall have (a) notified Cayco of its intention to resign, (b) breached any of its obligations under the Investment Management Agreement or (c) failed to meet the criteria set forth in the definition of Investment Manager in the Certificate of Designations, Agilent and World Trade jointly and severally agree to cause Cayco to provide written notice to (i) each Applicable Person and (ii) if and so long as a Rating Circumstance then exists, each of the relevant Rating Agencies promptly, and in any event, no later than two (2) Business Days

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following the date of receipt of such notice from the Investment Manager or the date that Agilent or Cayco attains actual knowledge of such breach or failure.  Further, Agilent and World Trade jointly and severally agree to cause Cayco (i) to appoint, (x) in the case of an event described in clause (a) above, by no later than forty (40) days following the date of receipt of such notice from the Investment Manager and (y) in the case of an event described in clause (b) or (c) above, by no later than forty (40) days following the later of (A) the date that Agilent or Cayco attains actual knowledge of such breach or failure and (B) the expiration of any applicable grace or cure period in the Investment Management Agreement, if the relevant breach has not been cured, in each case, a new Investment Manager meeting the criteria set forth in the definition of Investment Manager in the Certificate of Designations to replace such resigning or defaulting Investment Manager and (ii) to enter into a new Investment Management Agreement with the replacement Investment Manager appointed in accordance with clause (i) above.  Agilent and World Trade jointly and severally agree, if and so long as a Rating Circumstance then exists, the Rating Condition shall, prior to any appointment of a new Investment Manager and execution of a new Investment Management Agreement pursuant to this Section 3.7, have been satisfied in respect of such appointment and execution.

3.8Custodian.  Agilent and World Trade jointly and severally agree to cause Cayco to appoint a Custodian with respect to the Permitted Investment Account and Agilent and World Trade jointly and severally agree to cause Cayco to enter into an IM Custody Agreement with such Custodian.  Agilent and World Trade jointly and severally agree to cause Cayco to cause the Custodian to comply with all of its obligations under such IM Custody Agreement.  In the event that the Custodian shall have (a) notified Cayco of its intention to resign, (b) breached any of its obligations under the IM Custody Agreement or (c) failed to meet the criteria set forth in the definition of Custodian in the Certificate of Designations, Agilent and World Trade jointly and severally agree to cause Cayco to provide written notice to (i) each Applicable Person and (ii) if and so long as a Rating Circumstance then exists, each of the relevant Rating Agencies promptly, and in any event, no later than two (2) Business Days following the date of receipt of such notice from the Custodian or the date that Agilent or Cayco attains actual knowledge of such breach or failure.  Further, Agilent and World Trade jointly and severally agree to cause Cayco (i) to appoint, (x) in the case of an event described in clause (a) above, by no later than forty (40) days following the date of receipt of such notice from the Custodian and (y) in the case of an event described in clause (b) or (c) above, by no later than forty (40) days following the later of (A) the date that Agilent or Cayco attains actual knowledge of such breach or failure and (B) the expiration of any applicable grace or cure period in the IM Custody Agreement, if the relevant breach has not been cured, in each case, a new Custodian meeting the criteria set forth in the definition of Custodian in the Certificate of Designations to replace such resigning or defaulting Custodian and (ii) to enter into a new IM Custody Agreement with the replacement Custodian appointed in accordance with clause (i) above.  Agilent and World Trade jointly and severally agree, if and so long as a Rating Circumstance then exists, the Rating Condition shall, prior to any appointment of a new Custodian and execution of a new IM Custody Agreement pursuant to this Section 3.8, have been satisfied in respect of such appointment and execution.

3.9Outstanding Class A Preferred Shares.  Agilent and World Trade jointly and severally agree to ensure that there shall be no Class A Preferred Shares outstanding at any time other than the Class A Preferred Shares that are subject to either the repurchase obligations of

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World Trade under the Repo Agreement or the lien of any Class A Holder Secured Indebtedness Document.

3.10Permitted Investments.  Agilent and World Trade jointly and severally agree to cause Cayco not to withdraw or otherwise remove from the Permitted Investments Account (a) any instrument or security evidencing a Permitted Investment that, subsequent to the date of purchase thereof, fails to meet the criteria set forth in the definition of Permitted Investment Property in the Certificate of Designations or (b) if such Permitted Investment shall have been sold, liquidated or otherwise disposed of in connection with a replacement thereof in accordance with Exhibit A to the Investment Management Agreement, the proceeds of such Permitted Investment, in either case, until the date on which such instrument or security is replaced with an instrument or security meeting the criteria set forth in the definition of Permitted Investment Property in the Certificate of Designations.

3.11Investment Manager Notices.  Agilent hereby covenants and agrees that, at any time prior to the Repo Transaction Termination Date or so long as any Class A Holder Secured Indebtedness is outstanding, it will, or will cause Cayco to, furnish to the Investment Manager, the following:

(a)CP Security Guidelines.  (i) On the date hereof, a list of each corporation, partnership, estate or trust (an “Affiliate List”) with respect to each of Agilent, World Trade and Cayco meeting the criteria set forth in Sections 2(h) and (i) of the Investment Management Guidelines; and (ii) within fifteen (15) Business Days after the close of each of Agilent’s fiscal quarters, an updated Affiliate List.

(b)Certificate Regarding Withdrawal or Liquidation of CP Securities.  In connection with the delivery of any written instruction of Cayco respecting the withdrawal or liquidation of CP Securities (as defined in the Investment Management Guidelines) to the Investment Manager pursuant to Section 3(h) or (i) of the Investment Management Guidelines, an officer’s certificate of Cayco certifying that (i) there are no accumulated and unpaid Stated Dividends as of the date of such withdrawal or liquidation (other than State Dividends accumulated from and after the most recent Dividend Payment Date preceding such date) and (ii) no Material Affiliate Event has occurred and is continuing as of the date of such withdrawal or liquidation.

3.12Rating Condition.  Agilent hereby covenants and agrees that, so long as the Class A Preferred Shares remain outstanding and a Rating Circumstance then exists, it will not, and will cause Cayco not to, effect any amendment or modification to any Organizational Document of Cayco (including, without limitation, the Certificate of Designations) or take any action under any of Sections 24, 25 and 26 of the Articles unless, with respect to any such amendment or modification described in clause (a) or any such action described in clause (b), the Rating Condition shall have been satisfied prior to such amendment or modification or action, as the case may be.

3.13Withdrawal or Liquidation of CP Securities.  Agilent hereby covenants and agrees that, so long as the Class A Preferred Shares remain outstanding and a Rating Circumstance then exists, it will, or will cause Cayco to, furnish to each of the relevant Rating Agencies written

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notice not less than ten (10) Business Days prior to any withdrawal or liquidation of CP Securities (as defined in the Investment Management Guidelines) pursuant to Section 3(h) or (i) of the Investment Management Guidelines.

3.14Redemption of Class A Preferred Shares.  At all times prior to the Repo Transaction Termination Date, Agilent and World Trade jointly and severally agree not to permit or cause Cayco to redeem any of the Class A Preferred Shares or liquidate any Permitted Investments (except as contemplated by the Investment Management Guidelines).

SECTION 4

MISCELLANEOUS

4.1Termination.  This Agreement shall terminate one year and one day after the Repo Transaction Termination Date or, if any Class A Holder Secured Indebtedness is outstanding, the termination (in accordance with the terms of the relevant Class A Holder Secured Indebtedness Documents) of all security interests in the Class A Preferred Shares granted pursuant to such documents.

4.2Amendments.  No amendment or waiver of any provision of this Agreement, and no consent to any departure by Agilent herefrom, shall in any event be effective unless the same shall be in writing and signed by each Applicable Person and Agilent.  No such waiver of a provision or consent to a departure in any one instance shall be construed as a further or continuing waiver of or consent to subsequent occurrences, or a waiver of any other provision or consent to any other departure.

4.3Addresses for Notices.  Any notice or communication required or permitted to be given by any provision of this Agreement shall be in writing or by facsimile and shall be deemed to have been delivered, given, and received for all purposes (a) if delivered personally to the Person or to an officer of the Person to whom the same is directed, or (b) when the same is actually received (if during the recipient’s normal business hours if during a Business Day, or, if not, on the next succeeding Business Day), if sent by facsimile (followed by a hard copy of the same communication sent by certified mail, postage and charges prepaid), or by courier or delivery service or by mail, addressed as follows, or to such other address as such Person may from time to time specify by notice, if to Agilent or World Trade, at its address at 395 Page Mill Road, MS A3-14, Palo Alto, CA 94306, Attention:  Chief Financial Officer and General Counsel, Facsimile No.:  (650) 752-5742, if to Moody’s Investors Service, Inc., at its address at 99 Church Street, 4th Floor, New York, NY 10007, Attention:  ABS Monitoring Department, if to Standard & Poor’s Rating Services, at its address at 55 Water Street, 41st Floor, New York, NY 10041-0003, Attention:  ABS Surveillance Group - New Assets, and if to any Applicable Person, at its address specified in the Repo Agreement or the relevant Class A Holder Secured Indebtedness Document, as applicable, or, in each case, to such other address (and with copies to such other Persons) as the Person entitled to receive notice hereunder shall specify by notice given in the manner provided herein to the other Persons entitled to receive notice hereunder.

4.4No Waiver; Cumulative Remedies.  No failure on the part of the Buyer, the Agent or the Indenture Trustee to exercise, and no delay in exercising, any right hereunder shall operate

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as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by applicable law.

4.5Consent to Jurisdiction; Waiver of Venue Objection; Service of Process.  EACH OF AGILENT AND WORLD TRADE HEREBY IRREVOCABLY SUBMITS TO AND ACCEPTS THE NONEXCLUSIVE JURISDICTION OF ANY FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OR THE COURTS OF THE STATE OF NEW YORK, IN EACH CASE, LOCATED IN THE BOROUGH OF MANHATTAN OF THE CITY OF NEW YORK, AND EACH OF AGILENT AND WORLD TRADE HEREBY IRREVOCABLY AGREES THAT ANY ACTION OR PROCEEDING AGAINST IT OR AGAINST ITS PROPERTY ARISING OUT OF OR RELATING TO THIS AGREEMENT (AN “ACTION”) MAY BE HEARD AND DETERMINED IN SUCH FEDERAL OR STATE COURT.  EACH OF AGILENT AND WORLD TRADE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO, ANY DEFENSE OR OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY DEFENSE OR OBJECTION TO VENUE BASED ON THE GROUNDS OF FORUM NONCONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE MAINTENANCE OF ANY ACTION IN ANY SUCH JURISDICTION.  EACH OF AGILENT AND WORLD TRADE HEREBY IRREVOCABLY AGREES THAT THE SUMMONS AND COMPLAINT OR ANY OTHER PROCESS IN ANY ACTION IN ANY JURISDICTION MAY BE SERVED BY MAILING (USING CERTIFIED OR REGISTERED MAIL, POSTAGE PREPAID) TO THE NOTICE ADDRESS FOR IT SET FORTH HEREIN OR IN THE RELEVANT CLASS A HOLDER SECURED INDEBTEDNESS DOCUMENT OR BY HAND DELIVERY TO A PERSON OF SUITABLE AGE AND DISCRETION AT SUCH ADDRESS.  EACH OF AGILENT AND WORLD TRADE MAY ALSO BE SERVED IN ANY OTHER MANNER PERMITTED BY LAW, IN WHICH EVENT ITS TIME TO RESPOND SHALL BE THE TIME PROVIDED BY LAW.

4.6Waiver of Jury Trial.  EACH OF AGILENT, WORLD TRADE AND, BY ACCEPTING THE BENEFITS HEREOF, THE AGENT OR THE COLLATERAL AGENT, AS APPLICABLE, EACH HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

4.7Assignment.  All covenants and other agreements and obligations in this Agreement shall (a) be binding upon Agilent and World Trade and their successors, but neither Agilent nor World Trade may assign its obligations hereunder without the consent of the Applicable Person and (b) inure to the exclusive benefit of, and be enforceable by, each Designated Person and its successors and assigns.

4.8Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4.9Counterparts.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be

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deemed to be an original and all of which taken together shall constitute one and the same agreement.  This Agreement may be delivered by facsimile transmission of the relevant signature pages hereof.

4.10Severability.  Every provision of this Agreement that is prohibited by or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4.11No Third-Party Beneficiaries.  This Agreement is intended for the exclusive benefit of each Designed Person and its successors and assigns and no other Person shall have any rights hereunder, whether as a third-party beneficiary or otherwise.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of Agilent and World Trade has caused this Agreement to be duly executed and delivered by its officer or other duly authorized signatory thereunto duly authorized as of the date first above written.

AGILENT TECHNOLOGIES, INC.
By:	/s/ David B. Cooper, Jr.
	David B. Cooper, Jr.
	Senior Vice President, Finance and Treasurer
AGILENT TECHNOLOGIES WORLD TRADE, INC.
By:	/s/ David B. Cooper, Jr.
	David B. Cooper, Jr.
	Assistant Treasurer

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EXHIBIT A TO
AGILENT AGREEMENT

Definitions

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Affiliate List” has the meaning set forth in Section 3.11(a) of the Agreement.

“Agent” means the collateral agent, if any, acting in such capacity, to whom the Holders shall have pledged the Class A Preferred Shares, for the benefit of the lenders under any Class A Holder Secured Indebtedness Loan Agreement, to secure the obligations of such Holders thereunder.

“Agilent” has the meaning set forth in the preamble to the Agreement.

“Agilent Party” has the meaning set forth in Section 2.1 of the Agreement.

“Agilent Subsidiaries” means, collectively, each of Agilent’s Subsidiaries other than Cayco and Luxco.

“Agreement” has the meaning set forth in the preamble hereto.

“Applicable Person” means (a) at any time prior to the Repo Transaction Termination Date, the Buyer and (b) if and for so long as any Class A Holder Secured Indebtedness is outstanding, either the Agent or each of the Collateral Agent and the Indenture Trustee, as applicable.

“Cayco” means Agilent Technologies (Cayco) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“Certificate of Designations” means that certain Amended and Restated Certificate of Designations of Preferences, Limitations, and Relative Rights of Class A Preferred Shares of Agilent Technologies (Cayco) Limited, dated January 27, 2006.

“Class A Holder Secured Indebtedness” means, in the event that the Class A Preferred Shares are pledged by the Holders to secure any debt securities issued, or other indebtedness incurred, by such Holders, any such debt securities or other indebtedness secured by such pledge of the Class A Preferred Shares; provided, however, that the Repo Agreement and any obligation or indebtedness thereunder shall be deemed not to be Class A Holder Secured Indebtedness under any circumstances.

“Class A Holder Secured Indebtedness Documents” means the Class A Holder Secured Indebtedness Indenture or the Class A Holder Secured Indebtedness Loan Agreement, as the case may be, and all other agreements and instruments, including, without limitation, all pledge agreements and security agreements, pursuant to which the Class A Holder Secured

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Indebtedness has been or will be issued or incurred and secured or otherwise setting forth the terms of, or otherwise entered into by an Agilent Party in connection with, the Class A Holder Secured Indebtedness, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Class A Holder Secured Indebtedness Indenture” means any indenture governing the Class A Holder Secured Indebtedness.

“Class A Holder Secured Indebtedness Loan Agreement” means any loan or credit agreement (including any guarantee of obligations thereunder) evidencing the Class A Holder Secured Indebtedness.

“Class A Preferred Shares” means the Class A Preferred Shares in the capital of Cayco having the rights and preferences set forth in the Certificate of Designations.

“Closing Date” means the date on which any Class A Holder Secured Indebtedness is incurred or issued.

“Collateral Agent” means the collateral agent, if any, acting in such capacity, to whom the Holders shall have pledged the Class A Preferred Shares, for the benefit of the Indenture Trustee and the holders of any securities issued under any Class A Holder Secured Indebtedness Indenture, to secure the obligations of such Holders thereunder.

“Companies Law” means the Companies Law (2004 Revision) of the Cayman Islands.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person (other than as a result of, or by virtue of, the effect of Special Voting Rights or other weighted voting rights under or pursuant to the Certificate of Designations), whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Depositary Receipts” means those certain depositary receipts issued by the Foundation representing the economic interests in Luxco.

“Designated Person” means (a) at any time prior to the Repo Transaction Termination Date, the Buyer and (b) if and for so long as any Class A Holder Secured Indebtedness is outstanding, (i) each of the Agent and each lender under the relevant Class A Holder Secured Indebtedness Loan Agreement or (ii) each of the Collateral Agent, the Indenture Trustee and each holder of securities issued under the relevant Class A Holder Secured Indebtedness Indenture, as applicable.

“Equity Interests” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit

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interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Exchange Act” means the Securities Exchange Act of 1934.

“Foundation” means Stichting Voting Trust Agilent Technologies (Luxco) S.à r.l., a foundation (stichting) organized under the laws of the Netherlands.

“Holder” means any Person that is an Affiliate of Agilent and in whose name a Class A Preferred Share is registered in the Register of Members of Cayco at any given time.

“Incipient Material Affiliate Event” means any event not theretofore remedied that with notice or lapse of time or both would constitute an Material Affiliate Event.

“Indemnity Documents” means (a) the Indemnity Agreement and Guarantee, dated as of December 12, 2005, pursuant to which Agilent will provide certain indemnities relating to the Custodian under the Cayco Custody Agreement and the IM Custody Agreement and certain guarantees with respect to the obligations of Cayco under the Cayco Custody Agreement and the IM Custody Agreement, (b) the indemnity agreement pursuant to which Agilent will provide certain indemnities with respect to certain directors of Cayco, (c) any agreement or other arrangement pursuant to which Agilent agrees to pay or pays legal fees, accounting fees and other out-of-pocket costs and expenses incurred in connection with the closing of (i) the Repo Agreement (and all other agreements executed and delivered in connection therewith) or (ii) any Class A Holder Secured Indebtedness (and, in the case of each of (i) and (ii), the consummation of the transactions contemplated thereunder), and (d) each investment management agreement, dated as of December 14, 2005, among Cayco, Agilent and the Investment Manager, pursuant to which Agilent will provide certain indemnities relating to the actions of the Investment Manager thereunder.

“Indenture Trustee” means the indenture trustee, if any, acting in such capacity, for the holders of any securities issued under any Class A Holder Secured Indebtedness Indenture.

“Investment Management Guidelines” means Exhibit A to the Investment Management Agreement.

“Luxco” means Agilent Technologies Luxco S.à r.l., a limited liability company (société à responsabilité limitée) organized under the laws of the Grand-Duchy of Luxembourg.

“Material Adverse Effect” means a material adverse effect on the business, financial condition, assets (including any Permitted Investment Property) or liabilities (contingent or otherwise) of any Agilent Party.

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“Operative Documents” means (a) this Agreement, (b) the Repo Agreement  and the Agilent Guarantee or, if any Class A Holder Secured Indebtedness is outstanding, any Class A Holder Secured Indebtedness Documents and (c) any Indemnity Documents.

“Organizational Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate, articles of formation or organization and operating agreement or memorandum of association and articles of association; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable governmental authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Register of Members” means the register to be kept by Cayco in accordance with Section 40 of the Companies Law;

“Repo Transaction Termination Date” means the date on which the Transaction (as defined in the Repo Agreement) is terminated in accordance with the terms of the Repo Agreement.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“SEC” means the Securities and Exchange Commission, or any governmental authority succeeding to any of its principal functions.

“Securities Act” means the Securities Act of 1933.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors (or persons performing similar functions) of such corporation (irrespective of whether at the time Equity Interests of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“United States” and “U.S.” mean the United States of America.

“World Trade” has the meaning set forth in the preamble to the Agreement.

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