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]