Exhibit 10.5
Execution Copy
FOURTH AMENDMENT, dated as of
August 17, 2009 (this “ Amendment ”), to
the CREDIT AGREEMENT dated as of May 11, 2007 (the “
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 a definition of “ Acquisition Period
,” reading as follows:
“ Acquisition Period
” means the period beginning on August 17, 2009 and
ending on the later of (i) August 1, 2010 and
(ii) the first day of the month following the ninth full
calendar month after the closing of the merger provided for in the
Varian Merger Agreement (or, if the Varian Merger Agreement shall
be terminated prior to August 1, 2010, the date of such
termination).
(b) by
inserting a definition of “ Acquisition Period
Indebtedness ,” reading as follows:
“ Acquisition Period
Indebtedness ” means Indebtedness (other than Repurchase
Obligations Indebtedness) incurred by the Company and its
Subsidiaries during the period beginning on August 17, 2009
and ending on the date of the closing of the merger provided for in
the Varian Merger Agreement (or, if the Varian Merger Agreement
shall be terminated prior to August 1, 2010, the date of such
termination), in an aggregate amount not to exceed
$1,000,000,000.
