8-KMaterial AgreementsExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Material Agreement (Jun 19, 2008)

Filed June 19, 2008For Securities:A

Summary

Agilent Technologies, Inc. has filed an 8-K report detailing a Second Amendment to its Five Year Credit Agreement, dated June 13, 2008. This amendment primarily addresses the "World Trade Repurchase Obligation" concerning 15,000 Class A Preferred Shares of Agilent Technologies (Cayco) Limited, with a repurchase price of $1.5 billion. The amendment provides a temporary reprieve, stipulating that the acceleration of this obligation by Merrill Lynch Capital Services, Inc. will not constitute an event of default under the Credit Agreement until July 11, 2008. This short extension is crucial for Agilent as it allows the company until July 16, 2008, to either secure an extension from Merrill Lynch for the repurchase date or finalize definitive agreements for a transaction that would satisfy this significant obligation. Failure to do so by the specified deadlines could lead to an event of default, potentially enabling lenders to demand immediate repayment of outstanding debt and cease further lending.

Key Highlights

  • 1Agilent Technologies entered into a Second Amendment to its Five Year Credit Agreement on June 13, 2008.
  • 2The amendment temporarily postpones an event of default related to a $1.5 billion "World Trade Repurchase Obligation" concerning preferred shares of a subsidiary.
  • 3The acceleration of the repurchase obligation by Merrill Lynch will not be an event of default until July 11, 2008.
  • 4Agilent has until July 16, 2008, to either extend the repurchase date or secure a transaction to satisfy the obligation.
  • 5Failure to resolve the repurchase obligation by the new deadlines could trigger an event of default under the Credit Agreement.
  • 6An event of default could allow lenders to demand immediate repayment of outstanding debt and suspend further lending.
  • 7The World Trade Repurchase Obligation stems from a Master Repurchase Agreement related to preferred shares.

Frequently Asked Questions

This 8-K filing announces a Second Amendment to Agilent Technologies' Five Year Credit Agreement. The main purpose is to provide an update on a material event concerning a significant repurchase obligation and to amend covenants within the credit agreement to accommodate a revised timeline for resolving this obligation.

The "World Trade Repurchase Obligation" refers to Agilent Technologies World Trade, Inc.'s obligation to repurchase 15,000 Class A Preferred Shares of Agilent Technologies (Cayco) Limited for $1.5 billion. This obligation is significant because its acceleration by Merrill Lynch could have triggered an event of default under Agilent's main credit agreement, potentially leading to demands for immediate debt repayment.

The Second Amendment provides Agilent with a grace period. It ensures that the acceleration of the World Trade Repurchase Obligation will not constitute an event of default under the Credit Agreement until July 11, 2008. This gives Agilent additional time to address the repurchase obligation, which is due on July 16, 2008.

If Agilent fails to either secure an extension for the repurchase date from Merrill Lynch or finalize definitive agreements for a transaction that satisfies the $1.5 billion obligation by July 16, 2008, it would constitute an event of default under the Credit Agreement. This could allow the lenders to require Agilent to immediately repay all outstanding debt and refuse to provide any further financing.