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.
