Exhibit 10.2




   



EXECUTION VERSION


 


 



AMENDMENT NO. 1 TO CREDIT AGREEMENT







AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of April 20, 2018 (this “Amendment”), with respect to that certain Credit Agreement dated as of March 6, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among QUALCOMM INCORPORATED, a Delaware corporation (the “Borrower”), each lender from time to time party thereto and GOLDMAN SACHS BANK USA, as administrative agent (together with any successor agent appointed pursuant to the Credit Agreement, in such capacity, the “Administrative Agent”).







In consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:







1.            Defined Terms.  All capitalized terms used but not defined herein shall have their respective meanings set forth in the Credit Agreement.







2.            Amendments to the Credit Agreement.  Each of the parties hereto agrees that, effective as of the Amendment Effective Date (as defined below):







a.            Section 1.01 of the Credit Agreement is hereby amended by (i) amending and restating clause (a)(iii) of the definition of “Commitment Termination Date” in its entirety to read “11:59 p.m., New York City time, on the date that is five (5) Business Days following July 25, 2018”, (ii) amending and restating clause (b)(ii) of the definition of “Commitment Termination Date” in its entirety to read “if the Closing Date has not occurred, 11:59 p.m., New York City time, on the date that is five (5) Business Days following July 25, 2018” and (iii) amending and restating the definition of “Acquisition Agreement Letter of Credit” in its entirety to read “means the Letters of Credit (as defined in the Acquisition Agreement as in effect on April 19, 2018) issued and outstanding pursuant to Section 4.09 of the Acquisition Agreement (as in effect on April 19, 2018) supporting certain obligations of the Borrower under the Acquisition Agreement as set forth in Section 6.04 of the Acquisition Agreement (as in effect on the date April 19, 2018)”.







b.            Section 4.02(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:







The Administrative Agent shall have received (i) audited financial statements of the Borrower for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and (ii) unaudited financial statements of the Borrower for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), and in each of the foregoing clauses (i) and (ii), meeting the requirements of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”).  The Administrative Agent and the Lenders hereby acknowledge that the Borrower’s public filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, of any required financial statements will satisfy the requirements of this paragraph (d).







3.            Waiver and Consent under the Credit Agreement.







a.            Each Lender party hereto hereby irrevocably (i) consents to each modification,
















consent, amendment or waiver to the Acquisition Agreement (A) to the extent any of the foregoing extend, or have the effect of extending, the End Date (as defined in the Acquisition Agreement) to no later than July 25, 2018 or (B) otherwise set forth in Amendment No. 2, dated as of April 19, 2018, to the Acquisition Agreement (collectively, the “Acquisition Agreement Amendment”) and (ii) waives the requirement for Arranger consent pursuant to Section 4.02(b) of the Credit Agreement solely with respect to the Acquisition Agreement Amendment.







b.            The waiver and consent set forth in this Section 3 shall be effective only in the specific instances and for the specific purposes set forth herein, and does not allow for any other or further departure from the terms and conditions of the Credit Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect.







4.            Regarding the Non-Consenting Lenders.







a.            Effective as of the Amendment Effective Date, each Lender that is a Non-Consenting Lender shall be deemed to have assigned and delegated (i) its Term Commitment, if any, and (ii) its Revolving Commitment, if any (each, an “Assigned Commitment”), to the Lenders or Eligible Assignees set forth on Schedule A hereto that have consented to this Amendment (each, a “Replacement Lender”), on a ratable basis, and each Replacement Lender shall be deemed to have assumed and accepted a portion of the applicable Assigned Commitments on a ratable basis in an aggregate principal amount equal to the Term Commitment or the Revolving Commitment, as applicable, set forth opposite its name on Schedule A hereto (each, an “Increased Commitment”), in each case in accordance with the provisions of Section 10.13 of the Credit Agreement.  Schedule B hereto sets forth the Assigned Commitments of each Non-Consenting Lender, if any, to be assigned to Replacement Lenders, and Schedule C hereto sets forth the Term Commitments and Revolving Commitments of each Lender that has consented to this Amendment (including any Replacement Lender) (each, a “Consenting Lender”), after giving effect to all such assignments.  Upon payment to a Non-Consenting Lender of (i) all amounts required to be paid to such Non-Consenting Lender by the Replacement Lenders and (ii) all other amounts required to be paid to such Non-Consenting Lender by the Borrower, in each case pursuant to Section 10.13 of the Credit Agreement, as of the Amendment Effective Date, (A) each Replacement Lender shall have acquired Term Commitments and/or Revolving Commitments in an aggregate principal amount equal to its Increased Commitment in respect thereof and shall have all the interests, rights and obligations under the Credit Agreement in respect thereof, and (B) each Non-Consenting Lender shall cease to be a party to the Credit Agreement, it being understood and agreed that such assignment (x) shall automatically be effective on the Amendment Effective Date (subject to the payment of amounts referred to in clauses (i) and (ii) above), and in any event shall not require any further action on the part of such Non-Consenting Lender, and (y) the Administrative Agent is hereby authorized to record such assignment, delegation and assumption in the Register.







b.            The Administrative Agent hereby waives any processing and recordation fees payable in connection with the assignment of the Assigned Commitments.







5.            Effectiveness.  This Amendment will become effective upon the date (the “Amendment Effective Date”) on which each of the following conditions has been satisfied:







a.            the Administrative Agent shall have received from (i) the Borrower, (ii) Lenders collectively representing the Required Lenders and (iii) each Replacement Lender an executed counterpart of this Amendment (or photocopies thereof sent by fax, pdf or other electronic means, each of which shall be enforceable with the same effect as a signed original); and



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b.            the Administrative Agent shall have received evidence that each Non-Consenting Lender shall have received payment of all amounts payable to it under Section 10.13 of the Credit Agreement and Section 4(a) hereof.







6.            Representations and Warranties.  The Borrower represents and warrants as of the date hereof that, after giving effect to this Amendment, (i) the representations and warranties of the Borrower set forth in Article V of the Credit Agreement will be true in all material respects on and as of the date hereof and (ii) no Default will have occurred and be continuing on such date.  It is understood and agreed that the representations and warranties made by the Borrower in this paragraph are subject to the terms of Section 4.04 of the Credit Agreement.







7.            Continuing Effect of the Credit Agreement.  This Amendment is limited solely to the matters expressly set forth herein and does not constitute an amendment, waiver or consent to any provision of the Credit Agreement other than as set forth in Sections 2 and 3 hereof.  Except as expressly set forth in this Amendment, the Credit Agreement remains in full force and effect, and the Borrower and the Lenders acknowledge and agree that all of their respective obligations hereunder and under the Credit Agreement shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment except to the extent specified herein.  From and after the Amendment Effective Date, (x) each reference in the Credit Agreement and in any exhibits attached thereto to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement after giving effect to this Amendment and (y) each Consenting Lender (including each Replacement Lender) shall constitute a “Lender” under the Credit Agreement.







8.            Miscellaneous.  The provisions of Sections 10.04 (Expenses; Indemnity; Damage Waiver), 10.07 (Treatment of Certain Information; Confidentiality), 10.10 (Counterparts; Integration; Effectiveness), 10.11 (Survival of Representations and Warranties), 10.12 (Severability), 10.14 (Governing Law; Jurisdiction; Etc.), 10.15 (Waiver of Jury Trial), 10.16 (No Advisory or Fiduciary Responsibility), and 10.17 (Electronic Execution of Assignments and Certain Other Documents) of the Credit Agreement shall apply with like effect to this Amendment.







This Amendment shall constitute a “Loan Document” for all purposes under the Credit Agreement.







[Signature Pages Follow]






  





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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.




  



	
QUALCOMM INCORPORATED, as the Borrower


 


	
by


                    /s/ David E. Wise


	 	
Name:  David E. Wise


	 	
Title:    SVP Finance & Treasurer















































[2018 QUALCOMM Credit Agreement - Signature Page to Amendment No. 1]











 



	
GOLDMAN SACHS BANK USA, as


Administrative Agent and as a Lender


 


	
by


                    /s/ Robert Ehudin


	 	
Name:  Robert Ehudin


	 	
Title:    Authorized Signatory







 


 


 


 


 


 


 


 


 


 


 


 






















[2018 QUALCOMM Credit Agreement - Signature Page to Amendment No. 1]































 



	
BARCLAYS BANK PLC, as a Lender


 


	
by


                    /s/ Chris Walton


	 	
Name:   Chris Walton


	 	
Title:     Director







 


 


 


 


 




  

















[2018 QUALCOMM Credit Agreement - Signature Page to Amendment No. 1]


















  



	
BNP PARIBAS, as a Lender


 


	
by


                    /s/ Gregory Paul


	 	
Name:   Gregory Paul


	 	
Title:     Managing Director





 


	 
	
                    /s/ Todd Rodgers


	 	
Name:   Todd Rodgers


	 	
Title:     Director

















 


 


 


 


 


 



























[2018 QUALCOMM Credit Agreement - Signature Page to Amendment No. 1]
















 








	
Lloyds Bank plc, as a Lender


 


	
By


                    /s Daven Popat


	 	
Name:          Daven Popat


	 	
Title:      Senior Vice President


	 	
              Transaction Execution


	 	
                       Category A


	 	
                              P003





 


 


 


 


 


 


 


 


 


 


 


	By
	
             /s/ Jennifer Larrow


	 	
Name:         Jennifer Larrow


	 	
Title:        Assistant Manager


	 	
              Transaction Execution


	 	
                       Category A


	 	
                              L003



































 


 


 


 


 


































[2018 QUALCOMM Credit Agreement - Signature Page to Amendment No. 1]
















 




	
BANK OF CHINA, LOS ANGELES


BRANCH, as a Lender


 


	
By:

	
/s/ Lixin Guo


	
Name:   Lixin Guo


	
Title:     SVP & Branch Manager







 


 


 


 


 




 


 


 




  


 



























[2018 QUALCOMM Credit Agreement - Signature Page to Amendment No. 1]
















 



	
U.S. BANK NATIONAL ASSOCIATION,


as a Lender


 


	
by


                    /s/ Brian Seipke


	 	
Name:   BRIAN SEIPKE


	 	
Title:     VICE PRESIDENT







 


 


 


 


 


 


 


 


 


 


 


 


 


 
































[2018 QUALCOMM Credit Agreement - Signature Page to Amendment No. 1]


 


 


 


 


 


 











 



SCHEDULE A






















INCREASED COMMITMENTS







REVOLVING COMMITMENTS







[On file with the Administrative Agent.]


 




  


TERM COMMITMENTS







[On file with the Administrative Agent.]
















SCHEDULE B

















REVOLVING COMMITMENTS OF NON-CONSENTING LENDERS







[On file with the Administrative Agent.]







 


TERM COMMITMENTS OF NON-CONSENTING LENDERS







[On file with the Administrative Agent.]


























SCHEDULE C

















REVOLVING COMMITMENTS OF CONSENTING LENDERS







[On file with the Administrative Agent.]







 


TERM COMMITMENTS OF CONSENTING LENDERS







[On file with the Administrative Agent.]