June 5, 2015 Qorvo, Inc.
June 5, 2015
0000 Xxxxxxxxx Xxxx
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Re: | First Amendment to Credit Agreement, dated as of April 7, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Qorvo, Inc., a Delaware corporation (the “Borrower”), certain of its Subsidiaries from time to time party thereto as Guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent |
Ladies and Gentlemen:
Reference is made to the Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.
The parties hereto agree that subclause (b) of the definition of “Change of Control” in Section 1.01 of the Credit Agreement is amended to read as follows:
(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.
The Credit Agreement remains in full force and effect as modified to the extent set forth herein. This letter agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one agreement. Delivery of an executed counterpart of this letter by facsimile or other secure electronic format (.pdf) shall be effective as an original. This letter agreement shall be effective upon receipt by the Administrative Agent of counterparts of this letter agreement executed by the Loan Parties and the Required Lenders. This letter agreement is a Loan Document.
This letter shall be governed by and construed in accordance with the laws of the State of New York.
[signature pages follow].
Very truly yours,
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Vice President
LENDERS: BANK OF AMERICA, N.A.,
as a Lender, L/C Issuer and Swing Line Lender
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
TD BANK, N.A.,
as a Lender
By: /s/ M. Xxxxxxxxxx Xxxxxxx
Name: M. Xxxxxxxxxx Xxxxxxx
Title: Senior Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Xxxxx X. Xxxxxxxxx, Xx.
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Senior Vice President
BANK OF THE WEST,
as a Lender
By:
Name:
Title:
BRANCH BANKING AND TRUST COMPANY,
as a Lender
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Lender
By: /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Director
Accepted and Agreed to:
BORROWER: QORVO, INC.,
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President, Corporate Treasurer & Compliance Officer
GUARANTORS: | AMALFI SEMICONDUCTOR, INC. |
PREMIER SERVICES – A SIRENZA COMPANY
RF MICRO DEVICES, INC.
RF MICRO DEVICES INTERNATIONAL, INC.
TRIQUINT, INC.
TRIQUINT SEMICONDUCTOR, INC.
TRIQUINT TFR, INC.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Treasurer
RFMD, LLC
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Manager
TRIQUINT SEMICONDUCTOR TEXAS, LLC
By: TriQuint Semiconductor, Inc., its member
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Treasurer
TRIQUINT CW, INC.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Assistant Treasurer
FIRST AMENDMENT
