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