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%...Senior Indenture • November 30th, 2021 • NXP Semiconductors N.V. • 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”).
GUARANTY RELATING TO THE CREDIT AGREEMENTGuaranty • September 20th, 2018 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
GUARANTY, dated as of September 19, 2018 (as amended, amended and restated, supplemented and otherwise modified from time to time, this “Guaranty”) , made by each of the Subsidiaries (as defined in the Credit Agreement referred to below) of NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the “Company”) listed on the signature pages hereto as a Guarantor (each such Subsidiary and any other Subsidiary that becomes a party hereto as 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”).
ContractPerformance Restricted Stock Unit Award Agreement • November 5th, 2024 • NXP Semiconductors N.V. • Semiconductors & related devices
AGREEMENT AND PLAN OF MERGER by and among NXP SEMICONDUCTORS N.V., NIMBLE ACQUISITION LIMITED, and FREESCALE SEMICONDUCTOR, LTD. MARCH 1, 2015Merger Agreement • 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”).
Agreement on Lease of Standard Plant Basement of Export Processing Zone Administration, Ministry of Economic AffairsLease Agreement • February 28th, 2014 • NXP Semiconductors N.V. • 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:
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, 2013Senior Indenture • 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”).
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”).
Agreement on Lease of Land of Export Processing Zone Administration, Ministry of Economic AffairsLease Agreement • June 10th, 2010 • NXP Semiconductors N.V. • 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:
NXP B.V. NXP FUNDING LLC as Issuers EACH OF THE GUARANTORS PARTY HERETO DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee and as Paying Agent, Registrar, Transfer Agent and Calculation Agent MORGAN STANLEY SENIOR FUNDING, INC., as Global Collateral...Senior Secured Indenture • March 13th, 2012 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
INDENTURE dated as of November 10, 2011, 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”) and as Paying Agent, Registrar, Transfer Agent and Calculation Agent (each as defined herein), 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”).
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”).
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”).
NXP SEMICONDUCTORS N.V. SHAREHOLDERS AGREEMENT Dated as of December 7, 2015Shareholder 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;
Lease AgreementLease Agreement • June 30th, 2010 • NXP Semiconductors N.V. • Semiconductors & related devices • Beijing
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 TrusteeIndenture • May 16th, 2022 • NXP Semiconductors N.V. • 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”).
ContractEmployment Agreement • May 2nd, 2023 • NXP Semiconductors N.V. • Semiconductors & related devices • Texas
ContractRegistration Rights Agreement • February 25th, 2021 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
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”).
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.
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.
SHAREHOLDERS AGREEMENTShareholder Agreement • June 30th, 2010 • NXP Semiconductors N.V. • Semiconductors & related devices
EDB Investments Pte Ltd, a company incorporated in the Republic of Singapore and organized and existing under the laws of the Republic of Singapore, with its registered head office at 250 North Bridge Road, #27-04, Raffles City Tower, Singapore 179101 (“EDBI”)
SECURED REVOLVING CREDIT AGREEMENT Dated as of April 27, 2012 among NXP SEMICONDUCTORS N.V., NXP B.V., NXP FUNDING LLC, as the Borrowers The Several LENDERS from Time to Time Parties Hereto MORGAN STANLEY SENIOR FUNDING, INC., as Global Collateral...Secured Revolving Credit Agreement • March 1st, 2013 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
CREDIT AGREEMENT dated as of April 27, 2012 (as amended, modified, supplemented or restated from time to time, this “Agreement”) among NXP SEMICONDUCTORS N.V., with its corporate seat in Eindhoven, the Netherlands (“Holdings”), NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the “Company”), NXP FUNDING LLC (the “Co-Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (in such capacity, the “Administrative Agent”), MORGAN STANLEY SENIOR FUNDING, INC., as Global Collateral Agent (in such capacity, the “Global Collateral Agent”), MIZUHO CORPORATE BANK, LTD., as Taiwan Collateral Agent (in such capacity, the “Taiwan Collateral Agent”) and MORGAN STANLEY SENIOR FUNDING, INC. and BARCLAYS BANK PLC as Joint Lead Arrangers (each, in such capacity, a “Joint Lead Arranger”) and Joint Bookrunners (each, in such capacity, a “Joint Bookrunner”).
SALE AND PURCHASE AGREEMENT relating to all issued and outstanding shares in the share capital ofSale and Purchase Agreement • March 3rd, 2017 • NXP Semiconductors N.V. • Semiconductors & related devices
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.
ContractRestricted Stock Unit Award Agreement • October 27th, 2020 • NXP Semiconductors N.V. • Semiconductors & related devices
Tenancy ContractTenancy Contract • June 30th, 2010 • NXP Semiconductors N.V. • Semiconductors & related devices
JOINDER AND AMENDMENT AGREEMENTJoinder and Amendment Agreement • March 13th, 2012 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
AGREEMENT (this “Agreement”) dated as of November 18, 2011 relating to the Credit Agreement dated as of March 4, 2011 (the “Credit Agreement”) among NXP B.V., with its corporate seat in Eindhoven, the Netherlands (the “Company”), NXP FUNDING LLC (the “Co-Borrower”), the lending institutions from time to time parties thereto, Barclays Bank PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), Morgan Stanley Senior Funding, Inc., as Global Collateral Agent, and Mizuho Corporate Bank, Ltd., as Taiwan Collateral Agent.
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”).
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...Intellectual Property Transfer and License Agreement • August 4th, 2010 • NXP Semiconductors N.V. • Semiconductors & related devices
Agreement on Lease of Single (vehicle) Shelter of the Export Processing Zone Administration, Ministry of Economic AffairsLease Agreement • June 10th, 2010 • NXP Semiconductors N.V. • Semiconductors & related devices
Whereas the parties hereto agree that the Export Processing Zone Administration, Ministry of Economic Affairs (hereinafter referred to as Party A), leases to NXP Semiconductors Taiwan Ltd. (hereinafter referred to as Party B) the single (vehicle) shelter located within Xi’er Street, Nanzi Export Processing Zone, both parties hereby reach the following agreements:
SECURED TERM CREDIT AGREEMENT Dated as of 4 March 2011 among NXP B.V., NXP FUNDING LLC, as the Borrowers The Several Lenders from Time to Time Parties Hereto MORGAN STANLEY SENIOR FUNDING, INC., as Global Collateral Agent MIZUHO CORPORATE BANK, LTD.,...Secured Term Credit Agreement • March 13th, 2012 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
CREDIT AGREEMENT dated as of March 4, 2011, among NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the “Company”), NXP FUNDING LLC (the “Co-Borrower”), the lending 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”), MORGAN STANLEY SENIOR FUNDING, INC., as Global Collateral Agent (in such capacity, the “Global Collateral Agent”), MIZUHO CORPORATE BANK, LTD., as Taiwan Collateral Agent (in such capacity, the “Taiwan Collateral Agent”) and BARCLAYS CAPITAL (the investment banking division of Barclays Bank PLC) as Sole Lead Arranger (the “Sole Lead Arranger”) and Sole Bookrunner (the “Sole Bookrunner”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2020 • NXP Semiconductors N.V. • 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.
ContractEmployment Agreement • April 28th, 2020 • NXP Semiconductors N.V. • 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...Intellectual Property Transfer and License Agreement • June 30th, 2010 • NXP Semiconductors N.V. • Semiconductors & related devices
