CREDIT AND SECURITY AGREEMENT
THIS CREDIT AND SECURITY AGREEMENT (the “Agreement”) is dated as of July 15, 2003, by and between
SKYWORKS USA, INC. , a Delaware corporation (“Purchaser”), and WACHOVIA BANK, NATIONAL ASSOCIATION , as
The parties hereto agree as follows:
ARTICLE 1. DEFINITIONS AND RELATED TERMS
SECTION 1.01. Definitions. As used in this Agreement, the following terms shall have the following meanings:
“Account Debtor” means, with respect to an Account Receivable, the Person who is obligated to the Obligee of such
“Account Receivable” means an Obligee’s right to the payment of money from an Account Debtor arising out of goods
sold or to be sold, property leased or to be leased, and services rendered to be rendered, whether secured or unsecured,
whether now existing or hereafter arising, and whether or not specifically sold or purchased in connection with the Program;
provided that the parties hereto agree that each such right to payment evidenced by a separate, discrete invoice shall constitute
a separate Account Receivable hereunder.
“Adjusted LIBOR” means, as applicable to any Settlement Period, a rate per annum equal to the quotient obtained (rounded
upwards, if necessary, to the next higher 1/100th of one percent) by dividing (i) the applicable LIBOR for such Settlement Period
by (ii) 1.00 minus the LIBOR Reserve Percentage.
“Advance” means each extension of credit made by Lender to Purchaser or on Purchaser’s behalf under this Agreement or
relating to the Program.
“Advance Request” means each request substantially in the form of Exhibit A, attached hereto and made a part hereof.
“Affiliate” of any relevant Person means (i) any Person that directly, or indirectly through one or more intermediaries,
controls the relevant Person (a “Controlling Person”); (ii) any Person (other than the relevant Person or a Subsidiary of the