EX-10.3



 Exhibit 10.3 

CONFORMED COPY 
  

					
	 CREDIT SUISSE AG

CREDIT SUISSE

SECURITIES (USA) LLC

Eleven Madison Avenue
 New York, NY
10010
		 MORGAN STANLEY

SENIOR FUNDING, INC.
 1585
Broadway
 New York, NY 10036
		 BARCLAYS BANK PLC

745 Seventh Avenue
 New York, NY
10019

			
	 DEUTSCHE BANK

SECURITIES INC.

DEUTSCHE BANK AG
 NEW YORK
BRANCH
 60 Wall Street
 New York,
NY 10005
		 MERRILL LYNCH, PIERCE,

FENNER & SMITH
 INCORPORATED

BANK OF AMERICA, N.A.
 One Bryant
Park
 New York, NY 10036
		GOLDMAN SACHS
 LENDING PARTNERS LLC

200 West Street
 New York, NY
10282


  

			
		
	 CITIGROUP GLOBAL MARKETS

LIMITED
 CITIBANK N.A., LONDON
BRANCH
 Citigroup Centre
 33
Canada Square
 London
 UNITED
KINGDOM
 E14 5LB
		 COÖPERATIEVE CENTRALE

RAIFFEISEN-
 BOERENLEENBANK
B.A.,
 LONDON BRANCH
 Thames
Court
 One Queenhithe
 London

UNITED KINGDOM
 EC4V
3RL


 CONFIDENTIAL 

March 10, 2015 
 NXP B.V. 

High Tech Campus 60 
 5656 AG Eindhoven 

The Netherlands 
 Telephone: +31 (0)40 27 28154 

Fax: +31 (0)40 27 26512 
 Email: Luc.de.dobbeleer@nxp.com 

Attention: Luc de Dobbeleer, Senior Vice President & Group Treasurer 

Project Quick 
 Joinder
to Commitment Letter 
 Reference is hereby made to the following agreements: 

(a) the Commitment Letter dated March 1, 2015 (including the exhibits and other attachments thereto, the
“Commitment Letter”) between Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, but without release thereby of its obligations thereunder, “CS”), Credit Suisse
Securities (USA) LLC (“CS Securities” and, together with CS and their respective affiliates, “Credit Suisse”, the “Initial Commitment Parties”, “we” or
“us”) and NXP B.V. (“you”); and 







 (b) the Fee Letter dated as of March 1, 2015 (the “Facilities Fee
Letter”), by and among the Initial Commitment Parties and you. 
 Capitalized terms used herein but not otherwise defined shall
have the meanings ascribed to such terms in the Commitment Letter or the Facilities Fee Letter, as applicable. 
 1. Appointment;
Additional Initial Lenders  
 You hereby appoint each of (i) Morgan Stanley Senior Funding, Inc.
(“MS”), Barclays Bank PLC (“Barclays”), Deutsche Bank Securities Inc. (“DBSI”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”)
to act (and each of MS, Barclays, DBSI and MLPFS hereby agrees to act, together with the other Lead Arrangers appointed pursuant to the Commitment Letter) as joint lead arranger and joint bookrunner for the Facilities (each, an
“Additional Arranger,” and collectively, the “Additional Arrangers”) and (ii) Goldman Sachs Lending Partners LLC (“GSLP”), Citigroup Global Markets Limited
(“CGML”) and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., London Branch (“Rabobank”) to act (and each of GSLP, CGML and Rabobank hereby agrees to act) as co-managers for the Facilities
(each, a “Co-Manager”, and collectively, “Co-Managers”). Each Additional Arranger shall be a “Lead Arranger” under the Commitment Letter. The parties hereto agree (a) that the aggregate
commitments in respect of the Revolving Facility shall be $600 million (and each reference in the Commitment Letter, including the Exhibits thereto, to the total aggregate principal amount of the commitments in respect of the Revolving Facility
being $500 million is hereby amended accordingly); (b) to allocate the commitments in the Tranche B-1 Term Facility in the respective percentages set forth opposite its name under the heading “Tranche B-1 Term Facility” on Annex
A to this letter agreement to each of MS, Barclays, Deutsche Bank AG New York Branch (“DBNY” and, together with DBSI, “DB”), Bank of America, N.A. (“Bank of America” and,
together with MLPFS, “BAML”), GSLP, Citibank N.A., London Branch (“Citibank London” and, together with CGML, “Citibank”) and Rabobank, respectively; the commitments in the
Tranche B-2 Term Facility in the respective percentages set forth opposite its name under the heading “Tranche B-2 Term Facility” on Annex A to each of MS, Barclays, DBNY, Bank of America, GSLP, Citibank and Rabobank, respectively;
and the commitments in the Revolving Facility in the respective amounts set forth opposite its name under the heading “Revolving Facility” on Annex A to each of MS, Barclays, DBNY, Bank of America, GSLP, Citibank and Rabobank,
respectively; (c) to reduce each of the corresponding commitments in each of the Term Facilities and the Revolving Facility of the Initial Commitment Parties to the percentage or amount, as applicable, set forth opposite its name for such
Facility on Annex A and (d) to appoint each of MS, Barclays, DBNY, Bank of America, GSLP, Citibank and Rabobank as Initial Lenders (each an “Additional Initial Lender” and, collectively, the “Additional
Initial Lenders” and, together with the Additional Arrangers and the Co-Managers, the “Additional Commitment Parties”). Each of MS, Barclays, DB, BAML, GSLP, Citibank and Rabobank shall be an “Additional
Commitment Party” under the Commitment Letter and the Facilities Fee Letter, and the execution of this letter agreement constitutes the appointment of an Additional Commitment Party referred to in the Commitment Letter. Each of the Initial
Commitment Parties hereby agrees to the terms of this letter agreement.  
 2. Agreement of Additional Initial Lenders to
Be Bound; Titles; Etc. By execution hereof, the parties hereto agree that (a) each of MS, Barclays, DBNY, Bank of America, GSLP, Citibank and Rabobank hereby commits to provide the percentage or the amount, as applicable of the commitments
in the Tranche B-1 Term Facility, the commitments in the Tranche B-2 Term Facility and the commitments in the Revolving Facility, in each case as set forth opposite its name on Annex A for such Facility, and that each such commitment,
including any commitment of the Initial Commitment Party, is several and not joint and (b) each Additional Commitment Party agrees to be and shall be bound by the terms and conditions, subject to all commitments and obligations and entitled to
all of the rights and benefits of a “Lead Arranger” (in the case of each Additional Arranger), “Commitment Party” and “Initial Lender” 

  
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under the Commitment Letter and the Facilities Fee Letter as if such Additional Commitment Party were originally a party thereto (and all references therein to “we” or “us”
shall include each Additional Commitment Party); provided that each Additional Commitment Party acknowledges that CS Securities shall have “left” placement in any and all marketing materials or other documentation used in connection with
the Term Facilities. It is further understood that, other than as contemplated by the Commitment Letter and the Facilities Fee Letter (each, as amended by this letter agreement), and as otherwise agreed to by you, us and each Initial Commitment
Party, no other titles may be given, or compensation paid, to lenders in respect of the Facilities. 
 Goldman Sachs Bank USA
(“GS Bank”) or GSLP, as applicable, may assign its commitments and agreements under the Commitment Letter (as supplemented by this letter agreement), in whole or in part, to GSLP or GS Bank, as applicable, prior to the
Closing Date and, in each case, any such assignment will relieve GS Bank or GSLP, as applicable, of its obligations set forth therein and herein. In connection with the syndication of the Facilities, any fees payable from the Term Facilities
Arrangement Fee or the Revolving Facility Arrangement Fee, as applicable, to assignees and participants in connection with such syndication will reduce the Term Facilities Arrangement Fee or Revolving Facility Arrangement Fee, as applicable, payable
to the Additional Commitment Party under the Facilities Fee Letter ratably with any reduction of the Term Facilities Arrangement Fee or Revolving Facility Arrangement Fee, as applicable, payable to Credit Suisse. It is agreed that the amendments to
the Facilities Fee Letter set forth on Schedule I are hereby made. Each of the Additional Commitment Parties acknowledges that it has, independently and without any reliance upon any of Credit Suisse or any of its affiliates, or any of their
respective officers, directors, employees, agents, advisors or representatives (collectively, “related persons”), and based on the financial statements of the Company and its affiliates and such other documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into the commitment evidenced by this letter agreement. The Additional Commitment Parties further acknowledge that (i) no representation is made by
Credit Suisse or any of its related persons in connection herewith, (ii) any information provided by Credit Suisse or any of its related persons in connection herewith is for informational purposes only, and (iii) Credit Suisse and its
related persons shall have no obligation to update or supplement any information or otherwise provide additional information. It is agreed that the words “the Lead Arrangers holding (or which are affiliated with Initial Lenders holding) a
majority of the aggregate amount of outstanding financing commitments in respect of the Term Facility on the date hereof (the “Majority Lead Arrangers”)” in item (v) of paragraph 5 of the Commitment Letter is hereby
replaced with “the Initial Lenders holding (or Commitment Parties which are affiliated with Initial Lenders holding) a majority of the aggregate amount of outstanding financing commitments in respect of the Term Facility from time to time (the
“Majority Lead Arrangers”)”. 
 3. Effect; Amendments; Governing Law; Etc. Except as
specifically amended by this letter agreement, the Commitment Letter and the Facilities Fee Letter shall remain in full force and effect. This letter agreement shall be construed in connection with and form part of the Commitment Letter and the
Facilities Fee Letter, as applicable, and any reference to any of the Commitment Letter and the Facilities Fee Letter shall be deemed to be a reference to the Commitment Letter and the Facilities Fee Letter, each as amended by this letter agreement.
This letter agreement may not be amended or modified, or any provision hereof waived, except by an instrument in writing signed by the parties hereto. This letter agreement, the Commitment Letter and the Fee Letter set forth the entire agreement
between the parties hereto and supersede all prior understandings, whether written or oral, between the parties hereto with respect to the matters herein and therein. This letter agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their successors and permitted assigns. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by, and construed in accordance with, the laws of the State of
New York. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York
City in the Borough of Manhattan, 

  
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and any appellate court from any thereof, in any action or proceeding arising out of or relating to this letter agreement or the transactions contemplated hereby, or for recognition or
enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this letter agreement or the transactions contemplated hereby in any
such New York State court or in any such Federal court and (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto
agrees to commence any such action, suit, proceeding or claim only in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, New York County located in the Borough of Manhattan.
Each of the parties hereto irrevocably waives the right to trial by jury in any action, proceeding, claim or counterclaim by or on behalf of any party related to or arising out of this letter agreement or the performance of services
hereunder. It is further agreed that this letter agreement and its contents are subject to the confidentiality provisions set forth in the Commitment Letter. 

[Signature Pages Follow] 

  
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 This letter agreement may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which taken together will constitute one and the same instrument. Delivery of an executed signature page of this letter agreement by facsimile or other electronic transmission (i.e., a “pdf” or “tif”)
shall be effective as delivery of a manually executed counterpart hereof. 
  

			
	Very truly yours,
	
	CREDIT SUISSE SECURITIES (USA) LLC
		
	By:		/s/ JEB SLOWIK
			Name: JEB SLOWIK
			Title: Managing Director


  

			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
		
	By:		/s/ BILL O’DALY
			Name: BILL O’DALY
			Title: Authorized Signatory
		
	By:		/s/ SEAN MACGREGOR
			Name: SEAN MACGREGOR
			Title: Authorized Signatory









 
			
	Morgan Stanley Senior Funding, Inc.
		
	By:		/s/ REAGAN PHILIPP
			Name: REAGAN PHILIPP
			Title: Authorized Signatory









 
			
	BARCLAYS BANK PLC
		
	By:		/s/ JEAN-FRANCOIS ASTIER
			Name: JEAN-FRANCOIS ASTIER
			Title: Managing Director









 
			
	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By:		/s/ NICHOLAS HAYES
			Name: NICHOLAS HAYES
			Title: Managing Director
		
	By:		/s/ IAN DORRINGTON
			Name: IAN DORRINGTON
			Title: Managing Director


  

			
	DEUTSCHE BANK SECURITIES INC.
		
	By:		/s/ NICHOLAS HAYES
			Name: NICHOLAS HAYES
			Title: Managing Director
		
	By:		/s/ IAN DORRINGTON
			Name: IAN DORRINGTON
			Title: Managing Director









 
			
	BANK OF AMERICA, N.A.
		
	By:		/s/ SANJAY RIJHWANI
			Name: SANJAY RIJHWANI
			Title: Director


  

			
	 MERRILL LYNCH, PIERCE, FENNER & SMITH

                          
INCORPORATED.

		
	By:		/s/ SANJAY RIJHWANI
			Name: SANJAY RIJHWANI
			Title: Director









 
			
	GOLDMAN SACHS LENDING PARTNERS LLC
		
	By:		/s/ CHARLES D. JOHNSTON
			Name: CHARLES D. JOHNSTON
			Title: Authorized Signatory









 
			
	 Citigroup Global Markets Limited

		
	By:		/s/ PAUL SIMPKIN
			Name: PAUL SIMPKIN
			 Title: Managing Director
  

	Citibank NA, London Branch
		
	By:		/s/ PAUL SIMPKIN
			Name: PAUL SIMPKIN
			Title: Managing Director









 
			
	Coöperatieve Centrale Raiffeisen-Boerenleenbank
B.A. (trading as Rabobank), London Branch
		
	By:		/s/ GRAEME HATTIE
			Name: GRAEME HATTIE
			Title: Director
		
	By:		/s/ PAUL VANNER
			Name: PAUL VANNER
			Title: Managing Director









 Accepted and agreed to as of 

the date first above written: 
  

							
	NXP B.V.		 
				
	By:		/s/ GUIDO DIERICK		/s/ PETER KELLY		
			Name: GUIDO DIERICK		PETER KELLY		
			Title: CLO		CFO		








 Annex A 
  

					
	 Initial Lender
	  	Tranche B-1
Term Facility	 	Tranche B-2
Term Facility
	CS	  	35.0%	 	35.0%
	MS	  	13.0%	 	13.0%
	Barclays	  	13.0%	 	13.0%
	DBNY	  	13.0%	 	13.0%
	Bank of America	  	13.0%	 	13.0%
	GSLP	  	5.0%	 	5.0%
	Citibank	  	5.0%	 	5.0%
	Rabobank	  	3.0%	 	3.0%

  

			
	 Initial Lender
	  	Revolving Facility (in
millions)
	CS	  	$112.0
	MS	  	$92.0
	Barclays	  	$92.0
	DBNY	  	$92.0
	Bank of America	  	$92.0
	GSLP	  	$44.0
	Citibank	  	$44.0
	Rabobank	  	$32.0








 Schedule I 

It is agreed that (i) each reference to “Lead Arranger” or “Lead Arrangers” in the first, second and third paragraphs under the
heading “Fees” in the Facilities Fee Letter is hereby replaced by “Commitment Party” or “Commitment Parties”, as applicable, (ii) the words “a portion of” in the proviso to the clause one under the
heading “Market Flex” of the Facilities Fee Letter is hereby replaced with “up to 50 basis points of” and (iii) the reference to “with the OID being capped at 0.50% of the par value” in the proviso to clause one
under the heading “Market Flex” of the Facilities Fee Letter is hereby deleted.