Shares NXP SEMICONDUCTORS N.V. ORDINARY SHARES, PAR VALUE €0.20 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2010 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
AMENDED AND RESTATED INDENTURE Dated as of December 7, 2015 Among FREESCALE SEMICONDUCTOR, INC., the Guarantors listed herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 6.000% SENIOR SECURED NOTES DUE 2022Indenture • December 7th, 2015 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
AMENDED AND RESTATED INDENTURE, dated as of December 7, 2015, among Freescale Semiconductor, Inc., a Delaware corporation, and the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, as Trustee.
NXP B.V. NXP FUNDING LLC NXP USA, INC. as Issuers NXP SEMICONDUCTORS N.V. as Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee $1,000,000,000 2.650% SENIOR NOTES DUE 2032 $500,000,000 3.125% SENIOR NOTES DUE 2042 $500,000,000 3.250%...NXP Semiconductors N.V. • November 30th, 2021 • Semiconductors & related devices • New York
INDENTURE dated as of November 30, 2021, among NXP B.V. (the “Company”), NXP Funding LLC, a Delaware limited liability company (“NXP Funding”) and NXP USA, Inc., a Delaware corporation (“NXP USA”, and together with NXP Funding and the Company, the “Issuers” and each an “Issuer”), the Parent (as defined herein) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).
ContractOmnibus Incentive Plan Performance Restricted Stock Unit Award Agreement • November 1st, 2022 • NXP Semiconductors N.V. • Semiconductors & related devices
NXP B.V. NXP FUNDING LLC NXP USA, INC. jointly, as Issuers NXP SEMICONDUCTORS N.V. as Parent Guarantor INDENTURE Dated as of May 16, 2022 DEUTSCHE BANK TRUST COMPANY AMERICAS as TrusteeNXP Semiconductors N.V. • May 16th, 2022 • Semiconductors & related devices • New York
INDENTURE dated as of May 16, 2022, among NXP B.V. (“NXP B.V.”), NXP Funding LLC, a Delaware limited liability company (“NXP Funding”) and NXP USA, Inc., a Delaware corporation (“NXP USA” and together with NXP Funding and NXP B.V., each a “Company” and collectively, the “Companies”), NXP Semiconductors N.V. (the “Parent Guarantor”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).
NXP SEMICONDUCTORS N.V. SHAREHOLDERS AGREEMENT Dated as of December 7, 2015Shareholders Agreement • February 26th, 2016 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
WHEREAS, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 1, 2015, by and among the Company, Freescale Semiconductor, Ltd., a Bermuda exempted company (“Freescale”), and Nimble Acquisition Limited, a Bermuda exempted company and a wholly owned subsidiary of the Company (“Merger Sub”), Merger Sub merged with and into Freescale (the “Merger”), and Freescale has continued as the surviving company and a wholly owned indirect subsidiary of the Company, on the terms and subject to the conditions set forth in the Merger Agreement;
Agreement on Lease of Land of Export Processing Zone Administration, Ministry of Economic AffairsNXP Semiconductors N.V. • June 10th, 2010 • Semiconductors & related devices
Whereas the lessee, NXP Semiconductors Taiwan Ltd. (hereinafter referred to as Party B), leases from the Export Processing Zone Administration, Ministry of Economic Affairs (hereinafter referred to as Party A) six state-owned plots located within Nanzi Export Processing Zone, both parties hereby reach on the following agreements:
AGREEMENT AND PLAN OF MERGER by and among NXP SEMICONDUCTORS N.V., NIMBLE ACQUISITION LIMITED, and FREESCALE SEMICONDUCTOR, LTD. MARCH 1, 2015Agreement and Plan of Merger • March 3rd, 2015 • NXP Semiconductors N.V. • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 1, 2015 (this “Agreement”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”), NXP Semiconductors N.V., a Dutch public limited liability company (“Parent”), and Nimble Acquisition Limited, a Bermuda exempted limited liability company and indirect, wholly-owned subsidiary of Parent (“Sub”).
CREDIT AGREEMENT Dated as of September 19, 2018 among NXP B.V. and NXP FUNDING LLC, as the Borrowers, the several Lenders from time to time parties hereto, and BARCLAYS BANK PLC, as Administrative Agent BARCLAYS BANK PLC, CREDIT SUISSE LOAN FUNDING...Credit Agreement • September 20th, 2018 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
CREDIT AGREEMENT (this “Agreement”), dated as of September 19, 2018 among NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the “Company”), NXP FUNDING LLC, a Delaware limited liability company (the “Co-Borrower”), the financial institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”) and BARCLAYS BANK PLC, CREDIT SUISSE LOAN FUNDING LLC, BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, DEUTSCHE BANK SECURITIES INC. and MORGAN STANLEY SENIOR FUNDING, INC., as joint lead arrangers (in such capacity, the “Joint Lead Arrangers”) and joint bookrunners (in such capacity, the “Joint Bookrunners”).
NXP B.V. NXP FUNDING LLC as Issuers EACH OF THE GUARANTORS PARTY HERETO DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee MORGAN STANLEY SENIOR FUNDING, INC., as Global Collateral Agent and MIZUHO CORPORATE BANK, LTD., as Taiwan Collateral AgentNXP Semiconductors N.V. • July 22nd, 2010 • Semiconductors & related devices • New York
INDENTURE dated as of July 20, 2010, among NXP B.V. (the “Company”), NXP Funding LLC (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as defined herein), Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), Morgan Stanley Senior Funding, Inc., as global collateral agent (the “Global Collateral Agent”), and Mizuho Corporate Bank, Ltd., as Taiwan collateral agent (the “Taiwan Collateral Agent”).
Agreement on Lease of Standard Plant Basement of Export Processing Zone Administration, Ministry of Economic AffairsNXP Semiconductors N.V. • February 28th, 2014 • Semiconductors & related devices
Whereas both parties agree that Party A leases to Party B the basement located at 106 Inner Ring (south) Road, Nanzi Processing Zone, both parties hereby reach the following agreement as follows:
ContractNXP Semiconductors N.V. • February 25th, 2021 • Semiconductors & related devices • New York
NXP B.V. NXP FUNDING LLC NXP USA, INC. as Issuers NXP SEMICONDUCTORS N.V. as Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee $500,000,000 2.700% SENIOR NOTES DUE 2025 $500,000,000 3.150% SENIOR NOTES DUE 2027 $1,000,000,000 3.400%...Indenture • May 1st, 2020 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
INDENTURE dated as of May 1, 2020, among NXP B.V. (the “Company”), NXP Funding LLC, a Delaware limited liability company (“NXP Funding”) and NXP USA, Inc., a Delaware corporation (“NXP USA”, and together with NXP Funding and the Company, the “Issuers” and each an “Issuer”), the Parent (as defined herein) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).
AMENDMENT NO. 2 TO PURCHASE AGREEMENTPurchase Agreement • April 19th, 2018 • NXP Semiconductors N.V. • Semiconductors & related devices
This AMENDMENT NO. 2 (this “Amendment”), dated as of April 19, 2018, to the Purchase Agreement, dated as of October 27, 2016, by and between NXP SEMICONDUCTORS N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the “Company”), and QUALCOMM RIVER HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of The Netherlands (“Buyer”), as amended by Amendment No. 1, dated as of February 20, 2018, by and between the Company and Buyer (as amended by Amendment No. 1, the “Purchase Agreement”), is entered into by and between the Company and Buyer. Capitalized terms used but not defined in this Amendment shall have the respective meanings as specified in the Purchase Agreement.
GUARANTY RELATING TO SECURED TERM CREDIT AGREEMENTSecured Term Credit Agreement • December 7th, 2015 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
GUARANTY (this “Guaranty”) dated as of December 7, 2015, made among the Guarantors listed on the signature pages hereto (each such subsidiary individually, a “Guarantor” and, collectively with any Person that becomes a “Guarantor” pursuant to Section 20, the “Guarantors”), CREDIT SUISSE AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and MORGAN STANLEY SENIOR FUNDING, INC as Collateral Agent (in such capacity, the “Collateral Agent”), in each case, for the lenders (the “Lenders”) from time to time parties to the CREDIT AGREEMENT (the “Credit Agreement”) dated as of the date hereof, among NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the “Company”), NXP FUNDING LLC (the “Co-Borrower”), the Lenders, CREDIT SUISSE SECURITIES (USA) LLC, MORGAN STANLEY SENIOR FUNDING, INC., BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC. AND MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Lead Arrangers (the “Joint Lead Arrangers”) and Joint Bookrunn
REGISTRATION RIGHTS AGREEMENT by and among ALPINVEST PARTNERS CSI 2006 LION C.V., ALPINVEST PARTNERS LATER STAGE II-A LION C.V., MERIDIAN HOLDING S.A R.L., BAIN PUMBAA LUXCO S.A R.L., KKR NXP INVESTOR S.A R.L., NXP CO-INVESTMENT INVESTOR SARL. SL II...Registration Rights Agreement • August 4th, 2010 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of [—], 2010 (this “Agreement”), is by and among AlpInvest Partners CSI 2006 Lion C.V., AlpInvest Partners Later Stage II-A Lion C.V., Meridian Holding S.a r.l., Bain Pumbaa LuxCo S.a r.l., NXP Co-Investment Investor S.a r.l., KKR NXP Investor S.a r.l., SL II NXP S.a r.l. , Koninklijke Philips Electronics N.V. (“Philips”) and Stichting Management Co-Investment NXP (collectively, the “Principal Investors”), the Hedge Fund Parties (as defined below in Section 1.1) and NXP Semiconductors N.V., a limited liability company organized under the laws of The Netherlands (together with its successors and permitted assigns, the “Company”).
GUARANTY RELATING TO SECURED REVOLVING CREDIT AGREEMENTSecured Revolving Credit Agreement • December 7th, 2015 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
GUARANTY (this “Guaranty”) dated as of December 7, 2015, made among NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the “Company”), NXP Funding LLC and each of the subsidiaries of the Company listed on the signature pages hereto (each such subsidiary individually, a “Subsidiary Guarantor” and, collectively with any Person that becomes a “Guarantor” pursuant to Section 20, the “Subsidiary Guarantors”; the Company, NXP Funding LLC and the Subsidiary Guarantors are referred to collectively as the “Guarantors”) and Morgan Stanley Senior Funding, Inc., as the collateral agent (in such capacity, the “Collateral Agent”) and as Administrative Agent (in such capacity, the “Administrative Agent”) in each case, for the lenders (the “Lenders”) and issuers of letters of credit (the “Letter of Credit Issuers”) from time to time party to the Secured Revolving Credit Agreement (the “Credit Agreement”) dated as of December 7, 2015, between the Company, NXP Funding LLC (the “Co-Borrower”
AMENDMENT NO. 1 TO PURCHASE AGREEMENTPurchase Agreement • February 20th, 2018 • NXP Semiconductors N.V. • Semiconductors & related devices • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of February 20, 2018, to that certain Purchase Agreement (the “Purchase Agreement”), dated as of October 27, 2016, by and between NXP SEMICONDUCTORS N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the “Company”), and QUALCOMM RIVER HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of The Netherlands (“Buyer”), is entered into by and between the Company and Buyer. Capitalized terms used but not defined in this Amendment shall have the respective meanings as specified in the Purchase Agreement.
Lease AgreementLease Agreement • June 30th, 2010 • NXP Semiconductors N.V. • Semiconductors & related devices • Beijing
EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2021 • NXP Semiconductors N.V. • Semiconductors & related devices • Texas
This agreement (“Agreement”), is entered into as of the date of the last signature provided below (“Effective Date”), by and between NXP USA, Inc. (“the Company”) and you, Bill Betz (“You” or “Employee”).
Tenancy ContractNXP Semiconductors N.V. • June 30th, 2010 • Semiconductors & related devices
SUPPORT AGREEMENTSupport Agreement • March 3rd, 2015 • NXP Semiconductors N.V. • Semiconductors & related devices • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of March 1, 2015, by and among NXP Semiconductors N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of The Netherlands, registered with the Dutch Chamber of Commerce under number 34253298 and having its corporate seat (statutaire zetel) in Eindhoven (“Parent”), Freescale Holdings L.P., an exempted limited partnership organized under the laws of the Cayman Islands (the “Shareholder”), and each of the Persons listed on Annex I hereto (such Persons listed on Annex I hereto, collectively, the “Principal Sponsor Signatories”).
GUARANTY RELATING TO THE CREDIT AGREEMENTCredit Agreement • July 30th, 2019 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
GUARANTY, dated as of June 11, 2019 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, this “Guaranty”), made by NXP Semiconductors N.V., with its corporate seat in Eindhoven, the Netherlands (“NXP Semiconductors”) and NXP USA, Inc., a Delaware corporation (“NXP USA” and, together with NXP Semiconductors and any other Subsidiary that becomes a party hereto as a Guarantor (in each case, unless and until such Person ceases to be a Guarantor in accordance with this Guaranty, individually, a “Guarantor” and, collectively, the “Guarantors”) and Barclays Bank PLC, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders from time to time party to the Credit Agreement (collectively, the “Lenders”).
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of August 26, 2022, among NXP B.V. and NXP FUNDING LLC, as the Borrowers, The Several Lenders From Time to Time Parties Hereto, Barclays Bank PLC, as Administrative Agent, and the Letter of...Revolving Credit Agreement • August 29th, 2022 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of August 26, 2022 (this “Agreement”), among NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the “Company”), NXP FUNDING LLC, a Delaware limited liability company (the “Co-Borrower”), the financial institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and Barclays Bank PLC, as the administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
NXP B.V. NXP Funding LLC NXP USA, Inc. Registration Rights Agreement $1,000,000,000 2.650% Senior Notes Due 2032 $500,000,000 3.125% Senior Notes Due 2042 $500,000,000 3.250% Senior Notes Due 2051Registration Rights Agreement • November 30th, 2021 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
This Registration Rights Agreement dated November 30, 2021 (this “Agreement”) is entered into by and among NXP B.V., a private limited liability company (besloten vennootschap) incorporated and existing under the laws of the Netherlands (the “Company”), NXP Semiconductors N.V., the Company’s holding company (the “Guarantor”), NXP Funding LLC, a Delaware limited liability company (“NXP Funding”) and NXP USA, Inc., a Delaware limited liability company (“NXP USA”, and together with NXP Funding, and the Company, the “Issuers” and each an “Issuer”) and BofA Securities, Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several purchasers named in Schedules I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
CONFIDENTIAL TREATMENT REQUESTED - CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. *** INDICATES CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION INTELLECTUAL...Transfer and License Agreement • August 4th, 2010 • NXP Semiconductors N.V. • Semiconductors & related devices
NXP B.V. NXP FUNDING LLC as Issuers EACH OF THE GUARANTORS PARTY HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee $750,000,000 3.75% Senior Notes due 2018 SENIOR INDENTURE Dated as of May 20, 2013NXP Semiconductors N.V. • February 28th, 2014 • Semiconductors & related devices • New York
INDENTURE dated as of May 20, 2013, among NXP B.V. (the “Company”), NXP Funding LLC (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
NXP B.V. NXP FUNDING LLC as Issuers EACH OF THE GUARANTORS PARTY HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee $500,000,000 3.50% Senior Notes due 2016 SENIOR INDENTURE Dated as of September 24, 2013Senior Indenture • February 28th, 2014 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
INDENTURE dated as of September 24, 2013, among NXP B.V. (the “Company”), NXP Funding LLC (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
GUARANTY RELATING TO SECURED BRIDGE TERM CREDIT AGREEMENTSecured Bridge Term Credit Agreement • December 7th, 2015 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
GUARANTY (this “Guaranty”) dated as of December 7, 2015, made among NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the “Company”), NXP Funding LLC and each of the subsidiaries of the Company listed on the signature pages hereto (each such subsidiary individually, a “Subsidiary Guarantor” and, collectively with any Person that becomes a “Guarantor” pursuant to Section 20, the “Subsidiary Guarantors”; the Company, NXP Funding LLC and the Subsidiary Guarantors are referred to collectively as the “Guarantors”), Morgan Stanley Senior Funding, Inc., as the collateral agent (in such capacity, the “Collateral Agent”) and Credit Suisse AG, as the administrative agent (in such capacity, the “Administrative Agent”), in each case, for the lenders (the “Lenders”) from time to time party to the Secured Bridge Term Credit Agreement (the “Credit Agreement”) dated as of December 7, 2015, between the Company, NXP Funding LLC (the “Co-Borrower”), the Lenders from time to time party there
PURCHASE AGREEMENT dated as of October 27, 2016 by and between NXP SEMICONDUCTORS N.V. and QUALCOMM RIVER HOLDINGS B.V.Purchase Agreement • October 27th, 2016 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
This PURCHASE AGREEMENT (this “Agreement”) dated as of October 27, 2016, by and between NXP SEMICONDUCTORS N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the “Company”), and QUALCOMM RIVER HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of The Netherlands (“Buyer”).
NEW TERM LOAN JOINDER AGREEMENTNew Term Loan Joinder Agreement • March 1st, 2013 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
This New Term Loan Joinder Agreement (this “Agreement”) dated as of December 10, 2012 to the Credit Agreement referenced below is by and among the Tranche C Lenders, the Borrowers and the Administrative Agent (each as defined below) under the Credit Agreement referenced below.
EMPLOYMENT AGREEMENTNXP Semiconductors N.V. • February 27th, 2020 • Semiconductors & related devices
The CEO is appointed as Chairman of the Board of Management and President and Chief Executive Officer NXP Semiconductors by a resolution of the General Meeting of the Company on December 31, 2008.
NXP B.V. NXP FUNDING LLC as Issuers EACH OF THE GUARANTORS PARTY HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee $500,000,000 5.75% Senior Notes due 2023 SENIOR INDENTURE Dated as of March 12, 2013Note Guarantee Supplement • February 28th, 2014 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
INDENTURE dated as of March 12, 2013, among NXP B.V. (the “Company”), NXP Funding LLC (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
ContractNXP Semiconductors N.V. • April 28th, 2020 • Semiconductors & related devices
CONFIDENTIAL TREATMENT REQUESTED - CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION *** INDICATES CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION INTELLECTUAL PROPERTY...Transfer and License Agreement • June 30th, 2010 • NXP Semiconductors N.V. • Semiconductors & related devices
