Exhibit 99.2
SECOND AMENDED AND RESTATED GUARANTY OF
AGILENT TECHNOLOGIES, INC.
Dated as of
November 16, 2007
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 Belmont Funding 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 as of November 16, 2007 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.
This agreement
amends and restates in its entirety as of the date hereof the
Amended and Restated Guaranty of Agilent Technologies, Inc.
dated September 10, 2007 in favor of Ebbets Funding
PLC.
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 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 Count
