Letter Agreement
EX-10.1 2 exhibit101letteragreementd.htm EXHIBIT 10.1 Exhibit 10.1 Letter Agreement dated June 9, 2015
Exhibit 10.1
Letter Agreement
This Letter Agreement (the “Letter Agreement”) is dated as of June 9, 2015 by and among Agilent Technologies, Inc. (the “Company”), BNP Paribas, as Administrative Agent under the Credit Agreement (defined and described further below) (the “Administrative Agent”) and the banks listed on the signature pages hereto (the “Lenders”).
Reference is made to the Credit Agreement (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) dated as of September 15, 2014 among the Company, the Administrative Agent, the Lenders and the other banks from time to time party thereto. Each of the Increasing Lenders has executed an Accession Agreement (the “Accession Agreements”), dated of even date herewith, that either (a) reflects its accession to the Credit Agreement as a Lender thereunder, or (b) in the case of existing Lenders under the Credit Agreement, provides for an increase in its respective Commitment under the Credit Agreement. This Letter Agreement sets forth the Commitment of each Lender under the Credit Agreement after giving effect to the increase of the Commitments in accordance with Section 2.08(d) of the Credit Agreement, effective as of the date hereof.
Each Lender agrees and confirms by its signature below that the Commitment of such Lender under the Credit Agreement is the amount set forth opposite the name of such Lender on Schedule I hereto.
The Administrative Agent confirms that the Required Lenders have approved a Consent Letter, pursuant to which the total amount of Commitments permitted to be added in accordance with Section 2.08(d) of the Credit Agreement shall remain US$300,000,000 after giving effect to this Letter Agreement and the Accession Agreements, and the increase in aggregate Commitments effected thereby.
Except as expressly set forth herein, the Credit Agreement (giving effect to this Letter Agreement), the Notes and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
This Letter Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Letter Agreement to be duly executed and delivered as of the date first above written.
AGILENT TECHNOLOGIES, INC. | ||
By: | /s/ Guillermo Gualino | |
Name: | Guillermo Gualino | |
Title: | VP, Treasurer | |
[Signature Page to Agilent Letter Agreement]
BNP PARIBAS, as Administrative Agent and a | ||
Lender | ||
By: | /s/ Nicole Rodriguez | |
Name: | Nicole Rodriguez | |
Title: | Director | |
By: | /s/ Nicolas Rabier | |
Name: | Nicolas Rabier | |
Title: | Managing Director | |
[Signature Page to Agilent Letter Agreement]
CITIBANK, N.A., as an Lender | ||
By: | /s/ Susan Olsen | |
Name: | Susan Olsen | |
Title: | Vice President | |
[Signature Page to Agilent Letter Agreement]
BANK OF AMERICA, N.A., as an Lender | ||
By: | /s/ Charmaine Lobo | |
Name: | Charmaine Lobo | |
Title: | Vice President | |
[for Lenders requiring two signature blocks] | ||
By: | ||
Name: | ||
Title: | ||
[Signature Page to Agilent Letter Agreement]
BARCLAYS BANK PLC, as an Lender | ||
By: | /s/ Alicia Borys | |
Name: | Alicia Borys | |
Title: | Vice President | |
[Signature Page to Agilent Letter Agreement]
CREDIT SUISSE AG, Cayman Islands Branch, as | ||
Lender | ||
By: | /s/ Christopher Day | |
Name: | Christopher Day | |
Title: | Authorized Signatory | |
By: | /s/ Karim Rahimtoola | |
Name: | Karim Rahimtoola | |
Title: | Authorized Signatory | |
[Signature Page to Agilent Letter Agreement]
Wells Fargo Bank, National Association, as a | ||
Lender | ||
By: | /s/ Joe Ellerbroek | |
Name: | Joe Ellerbroek | |
Title: | Assistant Vice President | |
[Signature Page to Agilent Letter Agreement]
J.P.Morgan Chase Bank N.A., as a Lender | ||
By: | /s/ Vanessa Chiu | |
Name: | Vanessa Chiu | |
Title: | Executive Director | |
[Signature Page to Agilent Letter Agreement]
HSBC Bank USA, National Association, as a | ||
Lender | ||
By: | /s/ David Wagstaff | |
Name: | David Wagstaff | |
Title: | Managing Director, Global Banking | |
[Signature Page to Agilent Letter Agreement]
LLOYDS BANK PLC, as an Lender | ||
By: | /s/ Daven Popat | |
Name: | Daven Popat | |
Title: | Senior Vice President | |
Transaction Execution | ||
Category A, P003 | ||
By: | /s/ Joel Slomko | |
Name: | Joel Slomko | |
Title: | Assistant Vice President | |
Transaction Execution | ||
Category A, S088 |
[Signature Page to Agilent Letter Agreement]
MIZUHO BANK, LTD, as an Lender | ||
By: | /s/ Bertram H. Tang | |
Name: | Bertram H. Tang | |
Title: | Authorized Signatory | |
[Signature Page to Agilent Letter Agreement]
SCHEDULE I
Commitment Schedule
Lender | Commitment |
BNP Paribas | $100,000,000 |
Citibank, N.A. | $100,000,000 |
Bank of America N.A. | $100,000,000 |
Barclays Bank PLC | $75,000,000 |
Credit Suisse AG | $75,000,000 |
Wells Fargo Bank, National Association | $75,000,000 |
JPMorgan Chase Bank, N.A. | $60,000,000 |
HSBC Bank USA, National Association | $40,000,000 |
Lloyds Bank plc | $40,000,000 |
Mizuho Bank Ltd. | $35,000,000 |
TOTAL: | $700,000,000.00 |
[Agilent Letter Agreement]