KNOWLES CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 4, 2016 3.25% Convertible Senior Notes due 2021Indenture • May 4th, 2016 • Knowles Corp • Household audio & video equipment • New York
INDENTURE dated as of May 4, 2016 between KNOWLES CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
May 11, 2016Call Option Transaction • May 13th, 2016 • Knowles Corp • Household audio & video equipment
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Knowles Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
To: Knowles Corporation Itasca, Illinois 60143 Attention: Nilson Rodrigues Title: VP & Treasurer Telephone No.: #####Warrant Agreement • May 13th, 2016 • Knowles Corp • Household audio & video equipment • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Knowles Corporation (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
To: Knowles Corporation Itasca, Illinois 60143 Attention: Nilson Rodrigues Title: VP & Treasurer Telephone No.: ###-###-####Base Call Option Transaction • May 4th, 2016 • Knowles Corp • Household audio & video equipment
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Knowles Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 27, 2014 as amended and restated as of December 31, 2014, among KNOWLES CORPORATION, The BORROWING SUBSIDIARIES Party Hereto, The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as...Credit Agreement • January 6th, 2015 • Knowles Corp • Household audio & video equipment • New York
CREDIT AGREEMENT dated as of January 27, 2014, as AMENDED and RESTATED as of December 31, 2014 (this “Agreement”) among KNOWLES CORPORATION, KNOWLES LUXEMBOURG INTERNATIONAL S.À R.L., the other BORROWING SUBSIDIARIES from time to time party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Wells Fargo Bank, National Association (“Dealer”) New York, NY 10152 Attn: Structuring Services Group CorporateDerivativeNotifications@wellsfargo.comCall Option Transaction • May 13th, 2016 • Knowles Corp • Household audio & video equipment
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Dealer and Knowles Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
HSBC Bank USA, National Association New York, NY 10018Base Call Option Transaction • May 4th, 2016 • Knowles Corp • Household audio & video equipment
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between HSBC Bank USA, National Association (“Dealer”) and Knowles Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
KNOWLES CORPORATION Purchase AgreementPurchase Agreement • May 4th, 2016 • Knowles Corp • Household audio & video equipment • New York
Knowles Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $150,000,000 principal amount of its 3.25% Convertible Senior Notes due 2021 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $22,500,000 principal amount of its 3.25% Convertible Senior Notes due 2021 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 3.25% Convertible Senior Notes due 2021 granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into cash, shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), or a combination of cash and Common Stock,
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 3rd, 2014 • Knowles Corp • Household audio & video equipment • New York
This Transition Services Agreement (this “Services Agreement”) is made as of this 28th day of February, 2014 by and between (i) Dover Corporation, a Delaware corporation (“Dover”), and (ii) Knowles Corporation, a Delaware corporation (“Knowles”). Each of Dover and Knowles is sometimes referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article 1.
AGREEMENT AND PLAN OF MERGER among KNOWLES CORPORATION, ORANGE SUBSIDIARY, INC. and AUDIENCE, INC. Dated as of April 29, 2015Merger Agreement • April 30th, 2015 • Knowles Corp • Household audio & video equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 29, 2015, is by and among Knowles Corporation, a Delaware corporation (“Parent”), Orange Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Audience, Inc., a Delaware corporation (the “Company”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between DOVER CORPORATION and KNOWLES CORPORATION Dated as of February 28, 2014Separation and Distribution Agreement • March 3rd, 2014 • Knowles Corp • Household audio & video equipment • New York
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of February 28, 2014, by and between Dover Corporation, a Delaware corporation (“Dover”), and Knowles Corporation, a Delaware corporation (“Knowles”) (each a “Party” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1.1 hereof.
TAX MATTERS AGREEMENT Between DOVER CORPORATION on behalf of itself and the DOVER AFFILIATES and KNOWLES CORPORATION on behalf of itself and the KNOWLES AFFILIATESTax Matters Agreement • March 3rd, 2014 • Knowles Corp • Household audio & video equipment • New York
This Tax Matters Agreement (the “Agreement”) is entered into as of the 28th day of February, 2014, between Dover Corporation (“Dover”), a Delaware corporation, and Knowles Corporation (“Knowles”), a Delaware corporation.
EMPLOYEE MATTERS AGREEMENT by and between DOVER CORPORATION and KNOWLES CORPORATION Dated as of February 28, 2014Employee Matters Agreement • March 3rd, 2014 • Knowles Corp • Household audio & video equipment • New York
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of February 28, 2014, by and between Dover Corporation, a Delaware corporation (“Dover”), and Knowles Corporation, a Delaware corporation (“Knowles” and together with Dover, the “Parties” and each a “Party”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 30th, 2015 • Knowles Corp • Household audio & video equipment • Delaware
THIS TENDER AND SUPPORT AGREEMENT, dated as April 29, 2015 (this “Agreement”), is entered into by and between Knowles Corporation, a Delaware corporation (“Parent”), and [__] (the “Stockholder”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • January 30th, 2014 • Knowles Corp • Household audio & video equipment • Delaware
AGREEMENT made as of this 1st day of February 21, 2000 by and between DOVER CORPORATION, a Delaware corporation (the “Corporation”), and David Wightman (the “Executive”);
Performance Award Agreement This AGREEMENT between Knowles Corporation, a Delaware corporation (the “Company”), and [Employee Name] (the “Grantee”) is made as of February 15, 2018 (the “Grant Date”), subject to the Grantee’s acceptance of this...Performance Award Agreement • July 30th, 2018 • Knowles Corp • Household audio & video equipment • Delaware
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 21st, 2017 • Knowles Corp • Household audio & video equipment • New York
SECOND AMENDMENT dated as of November 19, 2015 (this “Amendment”), to CREDIT AGREEMENT among KNOWLES CORPORATION (the “Company”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.
REVOLVING CREDIT FACILITY AGREEMENT dated as of October 11, 2017, among KNOWLES CORPORATION, the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., MERRILL...Revolving Credit Facility Agreement • October 13th, 2017 • Knowles Corp • Household audio & video equipment • New York
CREDIT AGREEMENT dated as of October 11, 2017 (this “Agreement”), among KNOWLES CORPORATION, KNOWLES LUXEMBOURG INTERNATIONAL S.À R.L., the other BORROWING SUBSIDIARIES from time to time party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Replacement SSAR Agreement Grant Date: [ ]Replacement Stock Settled Appreciation Right Agreement • March 11th, 2014 • Knowles Corp • Household audio & video equipment
In connection with the spin-off of Knowles Corporation from Dover Corporation, this Replacement Stock Settled Appreciation Right (“SSAR”) Award is granted to you under the Knowles Corporation 2014 Equity and Cash Incentive Plan (“Plan”) in substitution for the SSAR awards made to you under the Dover Corporation Equity and Cash Incentive Plans. Your SSAR award is subject to all the terms and provisions of the Plan, which terms and provisions are expressly incorporated into and made a part of the award as if set forth in full herein. A copy of the Plan can be found on the Merrill Lynch stock plan administration website.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 30th, 2015 • Knowles Corp • Household audio & video equipment • New York
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of April 17, 2015, among KNOWLES CORPORATION (the “Company”), KNOWLES LUXEMBOURG INTERNATIONAL S.À R.L. (the “Luxembourg Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent under the Credit Agreement referred to below.
EXECUTION VERSION PURCHASE AND SALE AGREEMENT by and among KNOWLES CORPORATION, KNOWLES CAPITAL HOLDINGS, INC., KNOWLES INTERMEDIATE PD HOLDINGS, LLC, CORNELL DUBILIER ELECTRONICS, INC., CD AERO, LLC, KAPLAN ELECTRONICS, INC., SHAREHOLDERS, SELLERS’...Purchase and Sale Agreement • September 21st, 2023 • Knowles Corp • Household audio & video equipment • Delaware
Execution Version PURCHASE AND SALE AGREEMENT between KNOWLES CORPORATION, and SYNTIANT CORP. dated as of September 18, 2024Purchase and Sale Agreement • September 19th, 2024 • Knowles Corp • Household audio & video equipment • Delaware
ContractCredit Agreement • February 11th, 2016 • Knowles Corp • Household audio & video equipment
Performance Share Unit Award Agreement Your performance share unit award is subject, in all respects, to all the terms and provisions of the Knowles Corporation 2016 Equity and Cash Incentive Plan ("Plan"), which terms and provisions are expressly...Performance Share Unit Award Agreement • April 28th, 2017 • Knowles Corp • Household audio & video equipment
KNOWLES CORPORATION ADDENDUM TO STOCK OPTION AGREEMENT AND RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-US EMPLOYEES This Addendum includes additional terms and conditions that govern your award (or awards) under the Plan Stock Options as provided...Addendum to Stock Option Agreement and Restricted Stock Unit Award Agreement • August 9th, 2016 • Knowles Corp • Household audio & video equipment
Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 21st, 2017 • Knowles Corp • Household audio & video equipment
Your restricted stock unit award is subject to all the terms and provisions of the Knowles Corporation 2016 Equity and Cash Incentive Plan ("Plan"), which terms and provisions are expressly incorporated into and made a part of the award as if set forth in full herein. A copy of the Plan can be found on the Merrill Lynch stock plan administration website.
Stock Option Award Agreement This AGREEMENT between Knowles Corporation, a Delaware corporation (the “Company”), and [Employee Name] (the “Grantee”) is made as of [Grant Date] (the “Grant Date”), subject to the Grantee’s acceptance of this Agreement...Stock Option Award Agreement • July 30th, 2018 • Knowles Corp • Household audio & video equipment • Delaware
ContractCredit Agreement • April 27th, 2016 • Knowles Corp • Household audio & video equipment • New York
FOURTH AMENDMENT dated as of April 27, 2016 (this “Amendment”), to the CREDIT AGREEMENT referred to below among KNOWLES CORPORATION (the “Company”), the Lenders party thereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.
Execution Version GUARANTEE AND COLLATERAL AGREEMENT dated as of November 1, 2023, among KNOWLES CORPORATION, as Guarantor, KNOWLES CAPITAL HOLDINGS, INC., and KNOWLES INTERMEDIATE HOLDING, INC., as Grantors, and JAMES P. KAPLAN, as Sellers’...Guarantee and Collateral Agreement • November 2nd, 2023 • Knowles Corp • Household audio & video equipment • New York
Non-Employee Director Restricted Stock Unit Award Agreement This AGREEMENT between Knowles Corporation, a Delaware corporation (the "Company"), and [Director Name] (the "Grantee') is made as of [Grant Date] (the "Grant Date"), subject to the Grantee's...Restricted Stock Unit Award Agreement • May 1st, 2020 • Knowles Corp • Household audio & video equipment • Delaware
Execution Version AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS AMENDMENT TO PURCHASE AND SALE AGREMEENT (this “Amendment”), dated as of November 1, 2023 (the “Amendment Effective Date”), is entered into by and among Knowles Capital Holdings, Inc., a...Purchase and Sale Agreement • November 2nd, 2023 • Knowles Corp • Household audio & video equipment
758717296 EXECUTION VERSION CONSENT MEMORANDUM TO: Knowles Corporation Lender Group RE: Consent to the Specified Disposition DATE: June 17, 2024 Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of February 8,...Consent Memorandum • July 31st, 2024 • Knowles Corp • Household audio & video equipment
Repayment Agreement FormEmployee Reimbursement Agreement - Relocation Assistance Program • January 30th, 2014 • Knowles Corp • Household audio & video equipment • Illinois
The following form must be signed and returned to the Consultant prior to issuance of any funds related to the relocation.
Restricted Stock Unit Award Agreement Your restricted stock unit award is subject to all the terms and provisions of the Knowles Corporation 2016 Equity and Cash Incentive Plan ("Plan"), which terms and provisions are expressly incorporated into and...Restricted Stock Unit Award Agreement • August 9th, 2016 • Knowles Corp • Household audio & video equipment
Stock Option Award Agreement Grant Date: [ ]Stock Option Award Agreement • March 11th, 2014 • Knowles Corp • Household audio & video equipment
Your Stock Option award is subject to all the terms and provisions of the Knowles Corporation 2014 Equity and Cash Incentive Plan (“Plan”), which terms and provisions are expressly incorporated into and made a part of the award as if set forth in full herein. A copy of the Plan can be found on the Merrill Lynch stock plan administration website.
