0001104659-05-061577 Sample Contracts

CREDIT AGREEMENT Dated as of December 14, 2005 among AGILENT TECHNOLOGIES WORLD TRADE, INC.
Credit Agreement • December 19th, 2005 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • New York

CREDIT AGREEMENT dated as of December 14, 2005 among Agilent Technologies World Trade, Inc., a corporation organized under the laws of the State of Delaware (the “Borrower”), Agilent Technologies, Inc., a corporation organized under the laws of the State of Delaware (the “Guarantor”), the Lenders (as hereinafter defined), Merrill Lynch Capital Corporation (“MLCC”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), and MLCC, as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lenders.

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AGILENT AGREEMENT
Agilent Agreement • December 19th, 2005 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • New York

AGILENT AGREEMENT, dated as of December 14, 2005 (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 the Secured Parties (as defined in the Class A Holder Secured Indebtedness Loan Agreement) or the Collateral Agent and the holders of any securities issued under any Class A Holder Secured Indebtedness Indenture, as applicable.

PLEDGE AGREEMENT Dated December 16, 2005 From AGILENT TECHNOLOGIES WORLD TRADE, INC. as Pledgor to MERRILL LYNCH CAPITAL CORPORATION as Collateral Agent
Pledge Agreement • December 19th, 2005 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • New York

PLEDGE AGREEMENT (this “Agreement”) dated as of December 16, 2005 made by Agilent Technologies World Trade, Inc., a corporation organized under the laws of the State of Delaware (the “Pledgor”), to Merrill Lynch Capital Corporation, as Collateral Agent (in such capacity, together with any successor Collateral Agent appointed pursuant to Section 7.06 of the Credit Agreement (as hereinafter defined), the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement).

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