Exhibit 10.70
EXECUTION COPY
THIRD AMENDMENT, dated as of November 7, 2008 (this "Amendment"), to the CREDIT
AGREEMENT dated as of May 11, 2007, as amended as of March 3, 2008 and June 13,
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 CHANGING THE DEFINITION OF "ACCEPTABLE REPLACEMENT FACILITY" THEREIN TO
READ AS FOLLOWS:
"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 OR RETAIN 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 CHANGING THE DEFINITION OF "REPLACEMENT FACILITY REQUIREMENT" THEREIN TO
READ AS FOLLOWS:
"REPLACEMENT FACILITY REQUIREMENT" MEANS THE REQUIREMENT THAT (A) THE COMPANY
SHALL HAVE ENTERED INTO A DEFINITIVE PRINCIPAL AGREEMENT TO ESTABLISH AN
ACCEPTABLE REPLACEMENT FACILITY BY AND AMONG THE COMPANY, ONE OR MORE
SUBSIDIARIES AND ONE OR MORE COUNTERPARTIES; (B) THE CLOSING OF THE TRANSACTIONS
PROVIDED FOR IN SUCH ACCEPTABLE REPLACEMENT FACILITY IS SCHEDULED TO OCCUR ON OR
PRIOR TO NOVEMBER 17, 2008, SUBJECT TO APPLICABLE CLOSING CONDITIONS, (C) THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE OF A FINANCIAL OFFICER
ATTACHING COPIES OF SUCH DEFINITIVE PRINCIPAL AGREEMENT; AND (D) 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