Definitions
The indenture contains the following defined terms:
Consolidated Net Tangible Assets means, as of the time of determination, the aggregate amount of the assets of Keysight and the
assets of its consolidated subsidiaries after deducting (1) all goodwill, trade names, trademarks, service marks, patents, unamortized debt discount and expense and other intangible assets and (2) all current liabilities, as reflected on
the most recent consolidated balance sheet prepared by Keysight in accordance with GAAP which Keysight shall have most recently filed with the SEC or otherwise distributed to its shareholders (and not subsequently disclaimed as not being reliable by
Keysight) prior to the time as of which Consolidated Net Tangible Assets is being determined (which calculation shall give pro forma effect to any acquisition by or disposition of assets of Keysight or any of its subsidiaries involving
the payment or receipt by Keysight or any of its subsidiaries, as applicable, of consideration (whether in the form of cash or non-cash consideration) in excess of $25 million that has occurred since the
end of such fiscal quarter, as if such acquisition or disposition had occurred on the last day of such fiscal quarter).
GAAP
means generally accepted accounting principles in the United States of America in effect on the date of the indenture and from time to time.
guarantee means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any indebtedness of any
other person and any obligation, direct or indirect, contingent or otherwise, of such person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness of such other person (whether arising by virtue of
partnership arrangements, or by agreement to keep well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other
manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term guarantee will not include endorsements for collection or
deposit in the ordinary course of business. The term guarantee, when used as a verb, has a correlative meaning.
incur means issue, assume, guarantee or otherwise become liable for.
indebtedness means, with respect to any person, obligations (other than Non-recourse
Obligations) of such person for borrowed money (including, without limitation, indebtedness for borrowed money evidenced by notes, bonds, debentures or similar instruments).
Non-recourse Obligation means indebtedness or other obligations substantially related to
the acquisition of assets not previously owned by Keysight or any direct or indirect subsidiaries of Keysight or the financing of a project involving the development or expansion of properties of Keysight or any direct or indirect subsidiaries of
Keysight, in each case as to which the obligee with respect to such indebtedness or obligation has no recourse to Keysight or any direct or indirect subsidiary of Keysight or such subsidiarys assets other than the assets which were acquired
with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).
person means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or political subdivision thereof.
Principal Property means the headquarters
of Keysight, each manufacturing facility, each research and development facility and each service and support facility (in each case including associated office facilities) located within the territorial limits of the United States of America owned
by Keysight or any of its wholly owned subsidiaries, in each case the net book value of which as of that date exceeds $50 million, except such as Keysights board of directors (or any committee thereof duly authorized to act on behalf of
such board) by resolution determines in good faith (taking into account, among other things, the importance of such property to the business, financial condition and earnings of Keysight and its subsidiaries taken as a whole) not to be of material
importance to the business of Keysight and its subsidiaries, taken as a whole.
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