Exhibit 10.3

SECOND AMENDMENT, dated as of June 13, 2008 (this “ Amendment ”), to the CREDIT AGREEMENT dated as of May 11, 2007, as amended as of March 3, 2008 (as further amended, supplemented, or otherwise modified from time to time, the “ Credit Agreement ”), among AGILENT TECHNOLOGIES, INC. (the “ Company ”), a Delaware corporation, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

WHEREAS, the Lenders have agreed to extend credit to the Company under the Credit Agreement on the terms and subject to the conditions set forth therein; and

WHEREAS, the Company has requested that the Lenders amend certain provisions of the Credit Agreement and the Lenders whose signatures appear below, constituting at least the Required Lenders, are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein;

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

SECTION 1.  Defined Terms.   Capitalized terms used but not otherwise defined herein (including in the recital hereto) have the meanings assigned to them in the Credit Agreement.

SECTION 2.  Amendment of Certain Definitions : Section 1.01 of the Credit Agreement is hereby amended:

(a)  by inserting the following definition of “Acceptable Replacement Facility”:

“ Acceptable Replacement Facility ” means a sale and repurchase transaction generally comparable to that provided for in the World Trade Master Repurchase Agreement (a) under which the Company or a Subsidiary will receive net proceeds in an amount at least equal to the principal or face amount payable as a result of the exercise of the “put” under the World Trade Master Repurchase Agreement, (b) the obligations of the Company and the Subsidiaries under which constitute Repurchase Obligations and (c)  under the terms of which none of the Company or any Subsidiary can be required (other than as a result of a breach, an event of default, a change in law or a similar event) to repurchase the securities or other assets that are the subject of such Repurchase Obligations prior to November 1, 2010.

(b)  by inserting the following definition of “Replacement Facility Requirement”:

“ Replacement Facility Requirement ” means the requirement that (a) definitive principal documentation establishing an Acceptable Replacement Facility shall have been fully negotiated by the Company, one or more Subsidiaries and one or more counterparties and shall have been executed by each of such persons and deposited under an escrow or similar arrangement that enables the Company or a Subsidiary, without the consent of any other Person, to cause such documentation to become effective on or prior to July 16, 2008 (or any later date to which the repurchase date under the World Trade Master Repurchase Agreement shall have been extended as provided in clause (iii) of the final sentence of Article VII, but in any event prior to November 16, 2008), (b) the Administrative Agent shall have received a certificate of a Financial Officer attaching copies of such definitive documentation and (c) the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer confirming that all conditions to the closing of the transactions provided for in such documentation (other than the issuance of a credit rating, if such certificate shall state that such rating is expected to be issued by such closing) have been satisfied or will be satisfied on or prior to July 16, 2008 (or any later date to which the repurchase date under the World Trade Master Repurchase Agreement shall have been extended as provided in clause (iii) of the final sentence of Article VII, but in any event prior to November 16, 2008), and that there is no impediment to the closing of such transactions on or prior to July 16, 2008 (or such later date).

(c)  by changing the definition of “Repurchase Obligations” therein to read as follows:

“ Repurchase Obligations ” means, at any time, the sum of (a) the World Trade Indebtedness at such time and (b) the aggregate amount of all other accrued, absolute or contingent repurchase obligations (including repurchase obligations that become due on a future date) of the Company and the Subsidiaries at such time, in each case to the extent such amounts would be shown as liabilities on a consolidated balance sheet of the Company as of such time prepared in accordance with GAAP and in a manner consistent with the financial statements referred to in Section 3.05.

(d)  by changing the definition of “Repurchase Obligation Restricted Cash” therein to read as follows:

“ Repurchase Obligation Restricted Cash ” means, at any time, the aggregate amount of cash and cash equivalents and the current market value of short-term investment securities (such cash and cash equivalents and investment securities being collectively called “ Specified Assets ”) held at

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such time by one or more Subsidiaries to the extent such amount would be shown as restricted cash on a consolidated balance sheet of the Company as of such time prepared in accordance with GAAP and in a manner consistent with the financial statements referred to in Section 3.05; provided that any particular Specified Assets shall be counted as Repurchase Obligation Restricted Cash only to the extent that (a) (i) the Subsidiary holding such Specified Assets sha