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 shall have issued securities that are subject to a Repurchase
Obligation, (ii) the amount of such Specified Assets shall not exceed the
amount of such Repurchase Obligation and (iii) under the terms of the
Repurchase Obligation 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 Obligation prior to November 1, 2010 (it being agreed, however, that the World Trade Restricted Cash may at
all times constitute Repurchase Obligation Restricted Cash notwithstanding that
the requirements of this clause (iii) are not satisfied with respect
thereto), (b) such Subsidiary is not engaged in
any business or business activities other than the holding of such Specified
Assets, of investments in its own subsidiaries and of dividends, distributions
or other payments received from such subsidiaries and the incurrence of
Indebtedness referred to in clause (c) below, (c) such Subsidiary is
not an obligor (including under any Guarantee or similar arrangement) with
respect to any Indebtedness other than (i) such Repurchase Obligation and (ii) Indebtedness
owed to its own subsidiaries, the holders of which have no recourse to, and
have expressly agreed to assert no claims against, any Specified Assets
constituting Repurchase Obligation Restricted Cash, (d) such Specified
Assets are held in an account controlled by the holder or holders of such
Repurchase Obligation or its or their representative and are subject to
contractual restrictions prohibiting the transfer or disposition thereof
without the consent of the holder or holders of such Repurchase Obligation or
its or their representative, other than to satisfy such Repurchase Obligation
and (e) such Subsidiary and the persons directly or indirectly owning its
Equity Interests are not subject to any legal or contractual restrictions
(other than any restriction referred to in the preceding clause (d)) that would
prevent such Specified Assets from being remitted through a dividend or series of
dividends to the Company.


 


SECTION 3.  Amendment of Article VII. The last
sentence of Article VII of the Credit Agreement is amended to read as
follows:


 


Notwithstanding anything in paragraph (g) of this Article VII,  (i) the exercise of the “put” under the
World Trade Master Repurchase Agreement will not constitute an Event of Default
or a Default prior to July 11, 2008 (at which time an Event of Default
shall be deemed to have occurred except as otherwise provided in either of the
following clauses (ii) and (iii)); (ii) if, on or prior to July 11,
2008 (or the date three Business Days prior to any later date to which the repurchase date under the World Trade Master 


 


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Repurchase Agreement shall have been
extended as provided in the following clause (iii), but in any event by
the date three Business Days prior to November 16,
2008), the Company shall have satisfied the Replacement Facility
Requirement, the exercise of the “put” under the World Trade Master Repurchase
Agreement will not constitute an Event of Default or a Default unless and until
the Company or a Subsidiary shall be required to repurchase the securities or
other assets that are the subject of the “put” under the World Trade Master
Repurchase Agreement (at which time an Event of Default shall be deemed to have
occurred unless such repurchase obligation shall be satisfied in full with
proceeds received under an Acceptable Replacement Facility); and (iii) if,
on or prior to July 11, 2008, the repurchase date under the World Trade
Master Repurchase Agreement shall have been extended beyond July 16, 2008
(or definitive agreements providing for such extension have been executed), the
exercise of the “put” under the World Trade Master Repurchase Agreement will
not constitute an Event of Default or a Default unless and until the earlier of
(A) the date on which the Company or a Subsidiary shall be required to
repurchase the securities or other assets that are subject of such put within a
period of fewer than three Business Days and (B) November 16,
2008 (at which earlier date an Event of Default shall be deemed to have
occurred).


 


SECTION 4.  Representations, Warranties and
Agreements.  The Company hereby
represents and warrants to and agrees with each Lender and the Administrative
Agent that:


 


(a)  The
representations and warranties set forth in Article III of the Credit
Agreement are true and correct in all material respects on and as of the Second
Amendment Effective Date (as defined below) and after giving effect to this
Amendment, with the same effect as if made on and as of such date, except to
the extent such representations and warranties expressly relate to an earlier
date, in which case they were true and correct as of such earlier date.


 


(b)  As
of the Second Amendment Effective Date, after giving effect to this Amendment,
no Default or Event of Default will have occurred and be continuing.


 


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SECTION 5.  Effectiveness.  This Amendment shall become effective as of
the date (the “Second Amendment Effective Date”) on which the
Administrative Agent shall have received duly executed counterparts hereof
that, when taken together, bear the authorized signatures of the Company and
Lenders constituting at least the Required Lenders.


 


SECTION 6.  Credit Agreement.  Except as specifically stated herein, the
Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof.  As used therein, the
terms “Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of
similar import shall, unless the context otherwise requires, refer to the
Credit Agreement as modified hereby.


 


SECTION 7.  Applicable Law.  THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 8.  Counterparts.  This Amendment may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which, when taken together,
shall constitute a single instrument. Delivery of an executed counterpart of a
signature page of this Amendment by telecopy shall be effective as
delivery of a manually executed counterpart hereof.


 


SECTION 9.  Expenses.  The Company agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and disbursements
of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent,
as well as all other out-of-pocket expenses in connection with the Credit
Agreement that have not yet been reimbursed.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Second Amendment to be duly
executed by their respective authorized officers as of the date first above
written.


 


 


	
   

  	
  AGILENT TECHNOLOGIES, INC.,

  
	
   

  	
   

  
	
   

  	
  by:

  
	
   

  	
   

  	
    /s/ Hilliard C. Terry, III

  
	
   

  	
   

  	
    Name:  Hilliard C.
  Terry, III 

  
	
   

  	
   

  	
    Title:  Vice
  President, Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., 

  INDIVIDUALLY AND AS ADMINISTRATIVE 

  AGENT,

  
	
   

  	
   

  
	
   

  	
  by:

  
	
   

  	
   

  
	
   

  	
   

  	
    /s/ Ann B. Kerns

  
	
   

  	
   

  	
    Name:  Ann B. Kerns
  

  
	
   

  	
   

  	
    Title:  Vice
  President

  



 


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To approve the Second Amendment to the AGILENT TECHNOLOGIES, INC. Credit
Agreement:


 


Name of Institution:


 


	
  CREDIT
  SUISSE, Cayman Islands Branch

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
    by:

  	
  /s/ Rianka
  Mohan

  	
   

  
	
   

  	
  Name:  Rianka Mohan

  	
   

  
	
   

  	
  Title:  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    by:

  	
  /s/ Nupur
  Kumar

  	
   

  
	
   

  	
  Name:  Nupur Kumar

  	
   

  
	
   

  	
  Title:  Associate

  	
   

  



 


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To approve the Second Amendment to the AGILENT TECHNOLOGIES, INC.
Credit Agreement:


 


Name of Institution:


 


	
  BANK OF
  AMERICA N.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
    by:
  

  	
  /s/ Fred L.
  Thorne

  	
   

  
	
   

  	
  Name:  Fred L. Thorne

  	
   

  
	
   

  	
  Title:  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    by:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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To approve the Second Amendment to the AGILENT TECHNOLOGIES, INC.
Credit Agreement:


 


Name of Institution:


 


	
  CITIBANK,
  N.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
    by: 

  	
  /s/ James M.
  Walsh

  	
   

  
	
   

  	
  Name:  James M. Walsh

  	
   

  
	
   

  	
  Title:  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    by:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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To approve the Second Amendment to the AGILENT TECHNOLOGIES, INC.
Credit Agreement:


 


Name of Institution:


 


	
  STANDARD
  CHARTERED BANK

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
    by:

  	
  /s/ Frieda
  Youlios

  	
   

  
	
   

  	
  Name:  Frieda Youlios

  	
   

  
	
   

  	
  Title:  Associate Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    by:

  	
  /s/ Robert
  K. Reddington

  	
   

  
	
   

  	
  Name:  Robert K. Reddington

  	
   

  
	
   

  	
  Title:  AVP/Credit Documentation

  	
   

  
	
   

  	
  Credit Risk
  Control

  	
   

  
	
   

  	
  Standard
  Chartered Bank N.Y.

  	
   

  



 


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