Exhibit 10.1
ACCESSION AGREEMENT dated as of
September 8, 2009 (this “ Agreement ”),
among BARCLAYS BANK PLC (the “ Increasing Lender
”), AGILENT TECHNOLOGIES, INC. (the “ Company
”) and JPMORGAN CHASE BANK, N.A., as administrative agent
(the “ Administrative Agent ”).
A. Reference is hereby made to
the Five-Year Credit Agreement dated as of May 11, 2007 (as
amended, supplemented or otherwise modified from time to time, the
“ Credit Agreement ”), among the Company, the
Borrowing Subsidiaries from time to time party thereto, the Lenders
from time to time party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent.
B. Capitalized terms used but
not otherwise defined herein shall have the meanings assigned to
them in the Credit Agreement.
C. Pursuant to
Section 2.08(d) of the Credit Agreement, the Company has
invited the Increasing Lender, and the Increasing Lender desires,
to become a party to the Credit Agreement and to assume the
obligations of a Lender thereunder. The Increasing Lender is
entering into this Agreement in accordance with the provisions of
the Credit Agreement in order to become a Lender
thereunder.
Accordingly, the Increasing Lender,
the Company and the Administrative Agent agree as
follows:
SECTION 1.
Accession to the Credit Agreement. (a) The Increasing
Lender, as of the Effective Date (as defined below), hereby accedes
to the Credit Agreement and shall thereafter have the rights and
obligations of a Lender thereunder with the same force and effect
as if originally named therein as a Lender.
(b) The Commitment of the
Increasing Lender shall equal the amount set forth opposite its
signature hereto.
(c) The amount of the
Increasing Lender’s Commitment hereby supplements
Schedule 2.01 to the Credit Agreement.
SECTION 2.
Representations and Warranties, Agreements of Increasing Lender,
etc. The Increasing Lender (a) represents and
warrants that it has full power and authority, and has taken all
action necessary, to execute and deliver this Agreement and to
become a Lender under the Credit Agreement; (b) confirms that
it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant
to Section 5.01 of the Credit Agreement and such other
documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Agreement
independently and without reliance on the Administrative Agent or
any other Lender; (c) confirms that it will independently and
without reliance on the Administrative Agent o
