CREDIT AGREEMENT dated as of April 23, 2024 among QORVO, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, THE OTHER LENDERS PARTY HERETO, and BMO BANK, N.A., CITIBANK, N.A., MORGAN STANLEY SENIOR...Credit Agreement • April 26th, 2024 • Qorvo, Inc. • Semiconductors & related devices • New York
This CREDIT AGREEMENT is entered into as of April 23, 2024 among QORVO, INC., a Delaware corporation (the “Borrower”), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
4.375% SENIOR NOTES DUE 2029Indenture • October 1st, 2019 • Qorvo, Inc. • Semiconductors & related devices • New York
INDENTURE dated as of September 30, 2019 among Qorvo, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined below) listed on the signature pages hereto and MUFG Union Bank, N.A., as Trustee (as defined below).
REGISTRATION RIGHTS AGREEMENT by and among Qorvo, Inc. Amalfi Semiconductor, Inc. Qorvo California, Inc. Qorvo Oregon, Inc. Qorvo US, Inc. Qorvo Texas, LLC RFMD, LLC the other Guarantors from time to time party hereto and BofA Securities, Inc., as...Registration Rights Agreement • December 14th, 2021 • Qorvo, Inc. • Semiconductors & related devices • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 14, 2021, by and among Qorvo, Inc., a Delaware corporation (the “Company”), Amalfi Semiconductor, Inc., Qorvo California, Inc., Qorvo Oregon, Inc., Qorvo US, Inc., Qorvo Texas, LLC, RFMD, LLC (collectively, the “Guarantors”) and BofA Securities, Inc., as representative (the “Representative”) of the initial purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 1.750% Senior Notes due 2024 (the “Initial Notes”), which Initial Notes will be fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
Qorvo, Inc. and each of the Subsidiary Guarantors named herein 3.375% SENIOR NOTES DUE 2031 Indenture Dated as of September 29, 2020 MUFG Union Bank, N.A., as TrusteeIndenture • September 29th, 2020 • Qorvo, Inc. • Semiconductors & related devices • New York
INDENTURE dated as of September 29, 2020 among Qorvo, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined below) listed on the signature pages hereto and MUFG Union Bank, N.A., as Trustee (as defined below).
Restricted Stock Unit Agreement (Performance-Based and Service-Based Award for Senior Officers)Restricted Stock Unit Agreement • August 5th, 2015 • Qorvo, Inc. • Semiconductors & related devices • Delaware
THIS AGREEMENT (together with Schedule A and Schedule B, attached hereto, the “Agreement”) is made effective as of ________________ (the “Effective Date”) between QORVO, INC., a Delaware corporation (the “Company”), and ________________, an Employee of, or individual in service to, the Company or an Affiliate (the “Participant”).
QORVO, INC.Restricted Stock Unit Agreement • May 31st, 2016 • Qorvo, Inc. • Semiconductors & related devices • Delaware
THIS AGREEMENT (together with Schedule A, attached hereto, the “Agreement”) is made effective as of the Grant Date (as defined in Section 2 below) between QORVO, INC., a Delaware corporation (the “Company”), and _________________, a Director of the Company or an Affiliate (the “Participant”).
Restricted Stock Unit Agreement (Performance-Based Award for Senior Officers (TSR))Restricted Stock Unit Agreement • August 5th, 2015 • Qorvo, Inc. • Semiconductors & related devices • Delaware
THIS AGREEMENT (together with Schedule A and Schedule B, attached hereto, the “Agreement”) is made effective as of ________________ (the “Effective Date”) between QORVO, INC., a Delaware corporation (the “Company”), and ________________, an Employee of, or individual in service to, the Company or an Affiliate (the “Participant”).
QORVO, INC. Restricted Stock Unit Agreement (Performance-Based and Service- Based Award for Senior Officers)Restricted Stock Unit Agreement • November 3rd, 2022 • Qorvo, Inc. • Semiconductors & related devices • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT, including any additional terms and conditions for the Participant’s country set forth in the appendix attached hereto (the “Appendix”) (together with Schedule A and Schedule B, attached hereto, the “Agreement”), is made effective as of #GrantDate+C# (the “Effective Date”) between QORVO, INC., a Delaware corporation (the “Company”), and #ParticipantName+C#, an Employee of, or individual in other service to, the Company or an Affiliate (the “Participant”).
QORVO, INC. Restricted Stock Unit Agreement (Service-Based Award for Senior Officers)Restricted Stock Unit Agreement • November 3rd, 2022 • Qorvo, Inc. • Semiconductors & related devices • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT, including any additional terms and conditions for the Participant’s country set forth in the appendix attached hereto (the “Appendix”) (together with Schedule A, attached hereto, the “Agreement”), is made effective as of the Grant Date (as defined in Section 2 below) between QORVO, INC., a Delaware corporation (the “Company”), and #ParticipantName+C#, an Employee of, or individual in other service to, the Company or an Affiliate (the “Participant”).
EACH OF THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and MUFG UNION BANK, N.A., as Trustee ________________________________ SUPPLEMENTAL INDENTURE Dated as of December 20, 2019Supplemental Indenture • December 20th, 2019 • Qorvo, Inc. • Semiconductors & related devices • New York
This SUPPLEMENTAL INDENTURE, dated as of December 20, 2019 (this “Supplemental Indenture”), is among Qorvo, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors listed on Schedule A hereto (the “Subsidiary Guarantors” and, collectively with the Company, the “Qorvo Parties”), and MUFG Union Bank, N.A., as trustee (the “Trustee”) under the Indenture referred to below.
Restricted Stock Unit Agreement (Service-Based Award for Senior Officers)Restricted Stock Unit Agreement • August 5th, 2015 • Qorvo, Inc. • Semiconductors & related devices • Delaware
THIS AGREEMENT (together with Schedule A, attached hereto, the “Agreement”) is made effective as of the Grant Date (as defined in Section 2 below) between QORVO, INC., a Delaware corporation (the “Company”), and _________________, an Employee of, or individual in service to, the Company or an Affiliate (the “Participant”).
QORVO, INC. Indemnification AgreementIndemnification Agreement • January 5th, 2015 • Qorvo, Inc. • Semiconductors & related devices • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of January 1, 2015, by and between Qorvo, Inc., a Delaware corporation (the “Company”, which term shall include, where appropriate, any Entity controlled directly or indirectly by the Company), and (“Indemnitee”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.
QORVO, INC. Stock Option Agreement (Senior Officers)Stock Option Agreement • August 5th, 2015 • Qorvo, Inc. • Semiconductors & related devices • Delaware
THIS AGREEMENT (together with Schedule A, attached hereto, the “Agreement”) is made effective as of the date specified as the “Grant Date” on Schedule A hereto (the “Grant Date”) between QORVO, INC., a Delaware corporation (the “Company”), and ________________, an Employee of, or individual in service to, the Company or an Affiliate (the “Participant”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 25th, 2019 • Qorvo, Inc. • Semiconductors & related devices • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of June 24, 2019 among Qorvo, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
QORVO, INC., EACH OF THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and MUFG UNION BANK, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of June 11, 2020Second Supplemental Indenture • June 11th, 2020 • Qorvo, Inc. • Semiconductors & related devices • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of June 11, 2020 (this “Supplemental Indenture”), is among Qorvo, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors listed on Schedule A hereto (the “Subsidiary Guarantors” and, collectively with the Company, the “Qorvo Parties”), and MUFG Union Bank, N.A., as trustee (the “Trustee”) under the Indenture referred to below.
QORVO, INC.Restricted Stock Unit Agreement • August 5th, 2016 • Qorvo, Inc. • Semiconductors & related devices • Delaware
THIS AGREEMENT, including any special terms and conditions for the Participant’s country set forth in the appendix attached hereto (the “Appendix”) (together with Schedule A, attached hereto, the “Agreement”), is made effective as of the Grant Date (as defined in Section 2 below) between QORVO, INC., a Delaware corporation (the “Company”), and _________________, a Director (the “Participant”).
QORVO, INC. Stock Option Agreement (Senior Officers)Stock Option Agreement • May 31st, 2016 • Qorvo, Inc. • Semiconductors & related devices • Delaware
THIS AGREEMENT, including any special terms and conditions for the participant’s country set forth in the appendix attached hereto (the “Appendix”) (together with Schedule A, attached hereto, the “Agreement”), is made effective as of the date specified as the “Grant Date” on Schedule A hereto (the “Grant Date”) between QORVO, INC., a Delaware corporation (the “Company”), and ________________, an Employee of, or individual in service to, the Company or an Affiliate (the “Participant”).
EACH OF THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and MUFG UNION BANK, N.A., as Trustee ________________________________ SECOND SUPPLEMENTAL INDENTURE Dated as of March 5, 2019Second Supplemental Indenture • March 5th, 2019 • Qorvo, Inc. • Semiconductors & related devices • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of March 5, 2019 (this “Supplemental Indenture”), is among Qorvo, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto (the “Subsidiary Guarantors” and, collectively with the Company, the “Qorvo Parties”), and MUFG Union Bank, N.A., as trustee (the “Trustee”) under the Indenture referred to below.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 28th, 2023 • Qorvo, Inc. • Semiconductors & related devices • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of June 23, 2023 among QORVO, INC, a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
LIBOR TRANSITION AMENDMENTLibor Transition Amendment • May 20th, 2022 • Qorvo, Inc. • Semiconductors & related devices
THIS LIBOR TRANSITION AMENDMENT (this “Agreement”), dated as of April 6, 2022 (the “Amendment Effective Date”), is entered into among QORVO, INC, a Delaware corporation (the “Borrower”) and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 13th, 2015 • Qorvo, Inc. • Semiconductors & related devices • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of November 12, 2015 among Qorvo, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
Other Stock-Based Award AgreementOther Stock-Based Award Agreement • August 2nd, 2018 • Qorvo, Inc. • Semiconductors & related devices • Delaware
THIS AGREEMENT, including any special terms and conditions for the Participant’s country set forth in the appendix (the “Appendix”) attached hereto (collectively, the “Agreement”), is made effective as of [_________] (the “Effective Date”) between QORVO, INC., a Delaware corporation (the “Company”), and [_________], an Employee of, or an individual in service to, the Company or an Affiliate (the “Participant”).
CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2Contingent Acquisition Implementation Deed • November 3rd, 2017 • Qorvo, Inc. • Semiconductors & related devices • England
QORVO, INC. Restricted Stock Unit Agreement (Performance-Based and Service- Based Award for Senior Officers—Multi-Year Performance Objectives)Restricted Stock Unit Agreement • July 31st, 2024 • Qorvo, Inc. • Semiconductors & related devices • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT, including any additional terms and conditions for the Participant’s country set forth in the appendix attached hereto (the “Appendix”) (together with Schedule A and Schedule B, attached hereto, the “Agreement”), is made effective as of #GrantDate+C# (the “Effective Date”) between QORVO, INC., a Delaware corporation (the “Company”), and #ParticipantName+C#, an Employee of, or individual in other service to, the Company or an Affiliate (the “Participant”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 6th, 2018 • Qorvo, Inc. • Semiconductors & related devices • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of June 5, 2018 among Qorvo, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
June 5, 2015 Qorvo, Inc.Credit Agreement • June 5th, 2015 • Qorvo, Inc. • Semiconductors & related devices
ADVISORY AGREEMENT (Biosensor Program Advisory Board)Advisory Agreement • May 20th, 2022 • Qorvo, Inc. • Semiconductors & related devices • North Carolina
THIS ADVISORY AGREEMENT, made effective as of the 1st day of March 2022, by and between Qorvo Biotechnologies, LLC, a Delaware corporation (the “Company”), and James L. Klein (the “Advisor”).
SUPPLEMENTAL INDENTURE NO. 2Supplemental Indenture • August 28th, 2018 • Qorvo, Inc. • Semiconductors & related devices • New York
Supplemental Indenture No. 2 (this “Supplemental Indenture”), dated as of August 28, 2018 among Qorvo, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors, and MUFG Union Bank, N.A., as Trustee (the “Trustee”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 18th, 2018 • Qorvo, Inc. • Semiconductors & related devices • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of December 17, 2018 among Qorvo, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
Qorvo, Inc. and each of the Subsidiary Guarantors named herein 1.750% SENIOR NOTES DUE 2024 Indenture Dated as of December 14, 2021 Computershare Trust Company, N.A., as TrusteeIndenture • December 14th, 2021 • Qorvo, Inc. • Semiconductors & related devices • New York
INDENTURE dated as of December 14, 2021 among Qorvo, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined below) listed on the signature pages hereto and Computershare Trust Company, N.A., as Trustee (as defined below).
SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMSSeverance Agreement • November 7th, 2016 • Qorvo, Inc. • Semiconductors & related devices
This Severance Agreement and Release of All Claims (this “Agreement”) is made by and between Steven J. Buhaly (“Employee”) and Qorvo US, Inc., a Delaware corporation formerly known as TriQuint Semiconductor, Inc. (“Qorvo”).
SUPPLEMENTAL INDENTURE NO.1Supplemental Indenture • June 29th, 2018 • Qorvo, Inc. • Semiconductors & related devices • New York
Supplemental Indenture No. 1 (this “Supplemental Indenture”), dated as of June 29, 2018 among Qorvo, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors, and MUFG Union Bank, N.A., as Trustee (the “Trustee”).
QORVO, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 10th, 2015 • Qorvo, Inc. • Semiconductors & related devices • Delaware
THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into effective as of [ • ] (the “Effective Date”), by and between QORVO, INC., a Delaware corporation (the “Company”), and [ • ] (the “Executive”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 3rd, 2015 • Qorvo, Inc. • Semiconductors & related devices • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT, dated as of December 26, 2014 (this “Agreement”), is entered into among RF MICRO DEVICES, INC., a North Carolina corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Swing Line Lender and L/C Issuer.
CONSULTING AGREEMENTConsulting Agreement • November 7th, 2016 • Qorvo, Inc. • Semiconductors & related devices • Oregon
This Consulting Agreement (this "Agreement") is made and entered into as of July 30, 2016 (the “Effective Date”), by and between Qorvo US, Inc., a Delaware corporation having an office at 2300 NE Brookwood Parkway, Hillsboro, Oregon 97124 (the "Company"), and Steven J. Buhaly, an individual residing at 8208 NW Reed Drive, Portland, Oregon 97229 (“Consultant").
