paid or received shall have exceeded $300,000,000,
Adjusted Consolidated Total Indebtedness shall be determined for such period on
a pro forma basis as if such acquisition or disposition, and any related
incurrence or repayment of Indebtedness, had occurred on such date.
(D)
BY CHANGING THE DEFINITION OF "ADJUSTED REPURCHASE OBLIGATION INDEBTEDNESS"
THEREIN TO READ AS FOLLOWS:
"Adjusted Repurchase Obligation Indebtedness" means, at any time, an amount (but
not less than zero) equal to (a) the aggregate amount of all Indebtedness
consisting of Repurchase Obligations at such time minus (b) the lesser of
(i) Adjusted Repurchase Obligation Restricted Cash at such time and
(ii) $2,000,000,000.
(E)
BY INSERTING A DEFINITION OF "VARIAN MERGER AGREEMENT," READING AS FOLLOWS:
"Varian Merger Agreement" means the Agreement and Plan of Merger between the
Company, Cobalt Acquisition Corp and Varian, Inc. dated July 26, 2009, as such
agreement may from time to time be amended.
(F)
BY CHANGING THE DEFINITION OF "WORLD TRADE MASTER REPURCHASE AGREEMENT"
THEREIN TO READ AS FOLLOWS:
2
"WORLD TRADE MASTER REPURCHASE AGREEMENT" MEANS THE MASTER REPURCHASE AGREEMENT
DATED AS OF NOVEMBER 17, 2008, BETWEEN AGILENT TECHNOLOGIES WORLD TRADE, INC., A
WHOLLY OWNED SUBSIDIARY OF THE COMPANY, AND LLOYDS TSB BANK PLC.
OR ANY OTHER
PERSON THAT SHALL SUCCEED BY AMENDMENT OR ASSIGNMENT TO THE RIGHTS AND
OBLIGATIONS OF LLOYDS TSB BANK PLC. THEREUNDER, AS SUCH AGREEMENT MAY BE AMENDED
FROM TIME TO TIME.
SECTION 3.
AMENDMENT OF SECTION 6.01.
CLAUSE (C) OF SECTION 6.01 OF THE CREDIT
AGREEMENT IS AMENDED TO READ AS FOLLOWS:
(C) REPURCHASE OBLIGATIONS IN AN AMOUNT AT ANY TIME OUTSTANDING NOT IN EXCESS OF
THE LESSER OF (I) THE SUM OF (A) $500,000,000 AND (B) THE AMOUNT OF WORLD TRADE
INDEBTEDNESS OUTSTANDING ON THE DATE HEREOF AND (II) THE REPURCHASE OBLIGATION
RESTRICTED CASH AT SUCH TIME; AND THE PREFERRED STOCK OF AGILENT TECHNOLOGIES
(CAYCO) LIMITED (OR ANY OTHER SUBSIDIARY REFERRED TO IN THE DEFINITION OF
REPURCHASE OBLIGATION RESTRICTED CASH IN SECTION 1.01) RELATING THERETO;
SECTION 4.
AMENDMENT OF SECTION 6.02.
CLAUSE (J) OF SECTION 6.02 OF THE CREDIT
AGREEMENT IS AMENDED TO READ AS FOLLOWS:
(J)
OTHER LIENS SECURING OR DEEMED TO EXIST IN CONNECTION WITH
INDEBTEDNESS AND SALES OF ACCOUNTS RECEIVABLE AND INTERESTS THEREIN PURSUANT TO
SECURITIZATION TRANSACTIONS; PROVIDED THAT THE SUM, WITHOUT DUPLICATION, OF
(I) THE AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING INDEBTEDNESS SECURED BY
LIENS OR DEEMED TO EXIST IN CONNECTION WITH SECURITIZATION TRANSACTIONS
PERMITTED BY THIS CLAUSE (J), (II) THE OUTSTANDING INDEBTEDNESS PERMITTED BY
SECTION 6.01(I) AND (III) THE ATTRIBUTABLE DEBT IN RESPECT OF SALE-LEASEBACK
TRANSACTIONS PERMITTED BY SECTION 6.03(B) DOES NOT AT ANY TIME EXCEED THE
GREATER OF (A) $75,000,000 DURING THE ACQUISITION PERIOD, OR $300,000,000 AT ANY
TIME OTHER THAN DURING THE ACQUISITION PERIOD (AND (B) 10% OF CONSOLIDATED
STOCKHOLDERS' EQUITY.
SECTION 5.
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, as amended