Xilinx, Inc. $500,000,000 2.125% Senior Notes due 2019 $500,000,000 3.000% Senior Notes due 2021 Underwriting AgreementUnderwriting Agreement • March 13th, 2014 • Xilinx Inc • Semiconductors & related devices • New York
Xilinx, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), $500,000,000 aggregate principal amount of its 2.125% Senior Notes due 2019 (the “Notes due 2019”) and $500,000,000 aggregate principal amount of its 3.000% Senior Notes due 2021 (the “Notes due 2021” and, together with the Notes due 2019, the “Securities”). The Securities will be issued pursuant to an indenture to be dated as of June 14, 2007 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended by a Supplemental Indenture to be dated as of March 12, 2014 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
ContractGlobal Security Agreement • March 13th, 2014 • Xilinx Inc • Semiconductors & related devices • New York
THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS HEREON AS MAY BE REQUIRED OR PERMITTED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 305 OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
