KEYSIGHT TECHNOLOGIES, INC. $500,000,000 3.000% Senior Notes due 2029 Underwriting AgreementUnderwriting Agreement • October 22nd, 2019 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • New York
Keysight Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $500,000,000 principal amount of its 3.000% Senior Notes due 2029 (the “Securities,” and the offer and sale of the Securities hereunder, the “Notes Offering”).
KEYSIGHT TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of , by and between Keysight Technologies, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
CREDIT AGREEMENT dated as of September 15, 2014, among KEYSIGHT TECHNOLOGIES, INC., as Borrower AGILENT TECHNOLOGIES, INC., as Parent The LENDERS Party Hereto, CITIBANK, N.A., as Administrative Agent, CITIBANK, N.A. and BANK OF AMERICA, N.A., as...Credit Agreement • September 22nd, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • New York
CREDIT AGREEMENT dated as of September 15, 2014 (the “Agreement”), among KEYSIGHT TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), AGILENT TECHNOLOGIES, INC., a Delaware corporation (the “Parent”), the LENDERS party hereto, CITIBANK, N.A., as Administrative Agent.
Registration Rights AgreementRegistration Rights Agreement • October 17th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • New York
This Registration Rights Agreement dated October 15, 2014 (this “Agreement”) is entered into by and among Keysight Technologies, Inc., a Delaware corporation (the “Company”), Agilent Technologies, Inc., a Delaware corporation (the “Guarantor”), and Citigroup Global Markets Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives (collectively, the “Representatives”) of the several purchasers named in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
KEYSIGHT TECHNOLOGIES, INC. (as the Company) and U.S. BANK NATIONAL ASSOCIATION (as Trustee) Indenture Dated as of October 15, 2014 DEBT SECURITIESKeysight Technologies, Inc. • October 17th, 2014 • Industrial instruments for measurement, display, and control • New York
THIS INDENTURE, between Keysight Technologies, Inc., a Delaware corporation (the “Company”), having its principal office at 1400 Fountaingrove Parkway, Santa Rosa, California 95403 and U.S. Bank National Association, as trustee (the “Trustee”), is made and entered into as of this 15th day of October, 2014.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 1st, 2017 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of January 30, 2017, by and among Keysight Technologies, Inc., a Delaware corporation (“Parent”), Ixia, a California corporation (the “Company”), and the shareholders of the Company set forth on Schedule A hereto (each a “Shareholder” and, collectively the “Shareholders”, and together with Parent and the Company, the “parties”).
KEYSIGHT TECHNOLOGIES, INC. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • March 28th, 2017 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • New York
Keysight Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 11,428,571 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 1,714,285 additional shares (the “Optional Securities”) of the common stock, par value $0.01 per share (the “Common Stock”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 1(a) hereof being collectively called the “Securities”, and the offer and sale of the Securities hereunder, the “Equity Offering”).
REAL ESTATE MATTERS AGREEMENTReal Estate Matters Agreement • August 13th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware
This Real Estate Matters Agreement (this “Agreement”) is entered into on August 1, 2014 between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”).
TRADEMARK LICENSE AGREEMENT between AGILENT TECHNOLOGIES, INC. and KEYSIGHT TECHNOLOGIES, INC. Effective as of August 1, 2014Trademark License Agreement • August 13th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control
Agilent Measurement Manager Software as distributed with USB modular products This is a software module that runs the background and interfaces with embedded code on every USB modular product made by Agilent prior to Keysight spin. Changing the name may break functionality with legacy products.
TAX MATTERS AGREEMENT DATED AS OF AUGUST 1, 2014 BY AND BETWEEN AGILENT TECHNOLOGIES, INC. AND KEYSIGHT TECHNOLOGIES, INC.Tax Matters Agreement • August 13th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of August 1, 2014 by and among AGILENT TECHNOLOGIES, INC., a Delaware corporation (“Agilent”), for itself and on behalf of each member of the Agilent Group (as defined below), and KEYSIGHT TECHNOLOGIES, INC., a Delaware corporation and a wholly owned subsidiary of Agilent (“Keysight”), for itself and on behalf of each member of the Keysight Group (as defined below).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN AGILENT TECHNOLOGIES, INC. AND KEYSIGHT TECHNOLOGIES, INC. AUGUST 1, 2014Employee Matters Agreement • August 13th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of August 1, 2014 (this “Agreement”), is by and between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN AGILENT TECHNOLOGIES, INC. AND KEYSIGHT TECHNOLOGIES, INC. AUGUST 1, 2014Separation and Distribution Agreement • August 13th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of August 1, 2014 (the “Operational Separation Date”), is by and between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”) (this “Agreement”). Certain terms used in this Agreement are defined in Section 1.1.
TERM CREDIT AGREEMENT dated as of February 15, 2017, among KEYSIGHT TECHNOLOGIES, INC., as Borrower, The LENDERS Party Hereto and GOLDMAN SACHS BANK USA, as Administrative Agent GOLDMAN SACHS BANK USA, BNP PARIBAS SECURITIES CORP., BARCLAYS BANK PLC...Term Credit Agreement • February 22nd, 2017 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware
Exhibit B-1 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
KEYSIGHT TECHNOLOGIES, INC. THIRD SUPPLEMENTAL INDENTURE $500,000,000 3.000% Notes due 2029Supplemental Indenture • October 22nd, 2019 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of October 22, 2019 (this “Third Supplemental Indenture”), among KEYSIGHT TECHNOLOGIES, INC., a Delaware corporation (as further defined in the Indenture, the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
FORM OF CHANGE OF CONTROL SEVERANCE AGREEMENTGeneral Release and Agreement • November 3rd, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • California
This Change of Control Severance Agreement (the “Agreement”) is entered into this day of , 20 (the “Effective Date”) between (“Executive”) and Keysight Technologies, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events following a change of control of the ownership of the Company (defined as “Change of Control”).
INTELLECTUAL PROPERTY MATTERS AGREEMENT between AGILENT TECHNOLOGIES, INC. and KEYSIGHT TECHNOLOGIES, INC. Dated as of August 1, 2014Intellectual Property Matters Agreement • August 13th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of August 1, 2014 (“Effective Date”), by and between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”). Agilent and Keysight are each a “Party” and collectively, the “Parties”. Each reference to the words “Party” or “Parties” herein shall refer collectively to such Party or Parties on its or their own behalf and on behalf of each of its or their Affiliates.
KEYSIGHT TECHNOLOGIES, INC.Global Stock Award Agreement • November 3rd, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONUnaudited Pro Forma Condensed Combined Financial Information • March 20th, 2017 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control
KEYSIGHT TECHNOLOGIES, INC.Global Stock Award Agreement • December 19th, 2016 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware
Letter AgreementLetter Agreement • July 21st, 2015 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control
This Letter Agreement (the “Letter Agreement”) is dated as of July 21, 2015 by and among Keysight Technologies, Inc. (the “Company”), Citibank, N.A., 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”).
KEYSIGHT TECHNOLOGIES, INC.Stock Award Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 15, 2017, among KEYSIGHT TECHNOLOGIES, INC., as Borrower, The LENDERS Party Hereto and CITIBANK, N.A., as Administrative Agent CITIBANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agents...Amended and Restated Credit Agreement • February 22nd, 2017 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • New York
Exhibit D-1 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
KEYSIGHT TECHNOLOGIES, INC.Keysight Technologies, Inc. • July 18th, 2014 • Industrial instruments for measurement, display, and control • Delaware
KEYSIGHT TECHNOLOGIES, INC.Keysight Technologies, Inc. • June 1st, 2022 • Industrial instruments for measurement, display, and control • Delaware
AGILENT - Agreement No. 08000072223 Information notice for retirement agreement Tranche CAgilent - Agreement • August 13th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control
· Exemption from the payment of contributions, with escalation of pension and warranties, in the event of a work stoppage or disability (p. 7)
FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT between AGILENT TECHNOLOGIES, INC. and KEYSIGHT TECHNOLOGIES, INC. Dated as of [·], 2014Intellectual Property Matters Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of [·], 2014 (“Effective Date”), by and between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”). Agilent and Keysight are each a “Party” and collectively, the “Parties”. Each reference to the words “Party” or “Parties” herein shall refer collectively to such Party or Parties on its or their own behalf and on behalf of each of its or their Affiliates.
FORM OF REAL ESTATE MATTERS AGREEMENTReal Estate Matters Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware
This Real Estate Matters Agreement (this “Agreement”) is entered into on [·], 2014 between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”).
FORM OF SERVICES AGREEMENT BY AND BETWEEN AGILENT TECHNOLOGIES, INC. AND KEYSIGHT TECHNOLOGIES, INC. DATED AS OF [·], 2014Services Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control
This SERVICES AGREEMENT, dated as of [·], 2014 (this “Agreement”), is by and between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of the date hereof, by and between Agilent and Keysight (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
KEYSIGHT TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION AWARD AGREEMENTEquity Incentive and Compensation Plan • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware
THIS AGREEMENT (“Award Agreement”), dated as of the date of grant (the “Grant Date”) indicated in your account maintained by Fidelity Stock Plan Services, LLC or such other company that may provide administrative services in connection with the Plan in the future (the “External Administrator”), between Keysight Technologies, Inc., a Delaware corporation (the “Company”), and you as an individual who has been granted a stock option pursuant to the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation (the “Director”) is entered into as follows:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 1st, 2017 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 30, 2017 is made by and between Keysight Technologies, Inc., a Delaware Corporation (“Parent”), and Ixia, a California corporation (the “Company”). Parent and the Company, and, from and after the time Merger Sub executes and delivers the Joinder Agreement, Merger Sub are referred to herein collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article 1.
SERVICES AGREEMENT BY AND BETWEEN AGILENT TECHNOLOGIES, INC. AND KEYSIGHT TECHNOLOGIES, INC. DATED AS OF AUGUST 1, 2014Services Agreement • August 13th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control
This SERVICES AGREEMENT, dated as of August 1, 2014 and effective as of the Distribution Date (this “Agreement”), is by and between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of the date hereof, by and between Agilent and Keysight (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
KEYSIGHT TECHNOLOGIES, INC. GLOBAL STOCK OPTION AWARD AGREEMENTGlobal Stock Option Award Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware
THIS GLOBAL STOCK OPTION AWARD AGREEMENT, including any additional terms for your country in Appendix A attached hereto (collectively this “Award Agreement”), dated as of the date of grant (the “Grant Date”) indicated in your account maintained by Fidelity Stock Plan Services, LLC or such other company that may provide administrative services in connection with the Plan in the future (the “External Administrator”), between Keysight Technologies, Inc., a Delaware corporation (the “Company”), and you as an individual who has been granted a stock option pursuant to the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (the “Awardee”) is entered into as follows:
KEYSIGHT TECHNOLOGIES, INC. $700,000,000 4.60% Senior Notes due 2027 Underwriting AgreementUnderwriting Agreement • April 3rd, 2017 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • New York
Keysight Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of $700,000,000 principal amount of its 4.60% Senior Notes due 2027 (the “Securities”, and the offer and sale of the Securities hereunder, the “Notes Offering”).
