RECEIVABLES PURCHASE AGREEMENT
This Receivables Purchase Agreement (this “Agreement”) is made and entered into as of July 15, 2003, by and between
SKYWORKS USA, INC. , a Delaware corporation (“Purchaser”) and SKYWORKS SOLUTIONS, INC., a Delaware corporation
On the terms and subject to the conditions set forth herein, Seller has agreed to sell, and Purchaser has agreed to purchase,
on a “true sale” basis, certain of Seller’s Accounts Receivable.
ARTICLE I DEFINITIONS
Section 1.1 Definitions . Unless otherwise defined herein, all terms with their initial letters capitalized shall have the
meanings given such terms in that certain Credit and Security Agreement dated the date hereof (as the same may be amended,
restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and between Purchaser and
Wachovia Bank, National Association (the “Lender”).
Section 1.2 Construction . Unless the context otherwise clearly indicates, words used in the singular include the
plural and words used in the plural include the singular.
ARTICLE II PURCHASE AND SALE OF ACCOUNTS RECEIVABLE
Section 2.1 Agreement to Sell and Purchase Certain Accounts Receivable . From time to time before the Purchase
Termination Date but not during the continuation of any Default or Event of Default, Seller may on any Preparation Date offer to
sell, and Purchaser may, in its discretion, purchase on the Settlement Date immediately following such Preparation Date, certain
of Seller’s Accounts Receivable which arose before such Preparation Date, subject to the terms and conditions set forth herein.
Section 2.2 Offering Accounts Receivable for Sale . On or before each Preparation Date, Seller will notify Purchaser
and Lender of those Accounts Receivable it desires to sell to Purchaser on the immediately following Settlement Date by
delivering written notice to Purchase