Manufacturing and Export Zone Administrative Department, Ministry of Economy Land Lease ContractNXP Manufacturing (Thailand) Co., Ltd. • April 23rd, 2007
Philip Electronic Building Elements Industries (Taiwan) Ltd (“Party B”) leases the public land in Nanzi Manufacturing and Export Zone from Manufacturing and Export Zone Administrative Department, Ministry of Economy (“Party A”). Party A and Party B hereby enter into the lease contract as follows:
NXP B.V. NXP FUNDING LLC IssuersNXP Manufacturing (Thailand) Co., Ltd. • April 23rd, 2007 • New York
INDENTURE dated as of October 12, 2006, among NXP B.V. (the “Company”), NXP Funding LLC (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
Manufacturing and Export Zone Administrative Department, Ministry of Economy Nanzi Manufacturing and Export Zone Land Lease ContractNXP Manufacturing (Thailand) Co., Ltd. • April 23rd, 2007
Philips Electronics Building Elements Industries (Taiwan) Ltd. (the “Lessee”) hereby leases two plots of public land in Nanzi Manufacturing and Export Zone from Manufacturing and Export Zone Administrative Department, Ministry of Economy (the “Lessor”). The lessee and the lessor enter into the lease contract as follows:
Manufacturing and Export Zone Administrative Department, Ministry of Economy Land Lease ContractNXP Manufacturing (Thailand) Co., Ltd. • April 23rd, 2007
Philips Electronic Building Elements Industries (Taiwan) Ltd ("Party B’’) leases the public land in Nanzi Manufacturing and Export Zone from Manufacturing and Export Zone Administrative Department, Ministry of Economy (“Party A’’). Party A and Party B hereby enter into the lease contract as follows:
Tenancy AgreementNXP Manufacturing (Thailand) Co., Ltd. • April 23rd, 2007
Manufacturing and Export Zone Administrative Department, Ministry of Economy Nanzi Manufacturing and Export Zone Land Lease ContractNXP Manufacturing (Thailand) Co., Ltd. • April 23rd, 2007
Philips Electronic Building Elements Industries (Taiwan) Ltd. (the “Lessee”) hereby leases one plot of public land in Nanzi Manufacturing and Export Zone from Manufacturing and Export Zone Administrative Department, Ministry of Economy (the “Lessor”). The lessee and the lessor enter into the lease contract as follows:
Manufacturing and Export Zone Administrative Department, Ministry of Economy Land Lease ContractNXP Manufacturing (Thailand) Co., Ltd. • April 23rd, 2007
Phillips Electronic Building Elements Industries (Taiwan) Ltd (“Party B”) leases the public land in Nanzi Manufacturing and Export Zone from Manufacturing and Export Zone Administrative Department, Ministry of Economy (“Party A”). Party A and Party B hereby enter in the lease contract as follows:
REGISTRATION RIGHTS AGREEMENT Dated October 12, 2006 among NXP B.V., MORGAN STANLEY & CO. INCORPORATED DEUTSCHE BANK SECURITIES INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED THE SUBSIDIARIES PARTY HERETORegistration Rights Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd. • New York
This Agreement is made pursuant to the Purchase Agreement dated as of October 5, 2006, between the Company and the Placements Agents (the “Purchase Agreement”), which provides for the issuance by the Company to the Placement Agents of U.S. $1,026,000,000 7 7/8% Senior Secured Notes due 2014, U.S. $1,535,000,000 Floating Rate Senior Secured Notes due 2013, €1,000,000,000 Floating Rate Senior Secured Notes due 2013, U.S. $1,250,000,000 9 1/2% Senior Unsecured Notes due 2015 and €525,000,000 8 5/8% Senior Unsecured Notes due 2015 (the “Securities”). In order to induce the Placement Agents to enter into the Purchase Agreement, the Company has agreed to provide to the Placement Agents and their direct and indirect transferees the registration rights set forth in this Agreement. Certain future subsidiaries of NXP B.V. (the “Subsidiaries”) that become guarantors of the Exchange Notes shall become party to this Agreement by execution of a joinder agreement in the Form of Annex A hereto. Refere
SHAREHOLDERS AGREEMENT among KASLION Holding B.V., Koninklijke Philips Electronics N.V., KASLION Acquisition B.V., Stichting Management Co-Investment NXP and NXP B.V. Dated as of September 29, 2006Shareholders Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd.
This SHAREHOLDERS AGREEMENT is made as of the 29th day of September 2006 among KASLION Holding B.V., a limited liability company organized under the laws of The Netherlands (“Investor”), Koninklijke Philips Electronics N.V., a limited liability company organized under the laws of The Netherlands (“Philips”). KASLION Acquisition B.V., a limited liability company organized under the laws of The Netherlands (“Newco”), Stichting Management Co-Investment NXP, a foundation organized under the laws of The Netherlands (the “Stichting Management”), and NXP B. V., a limited liability company organized under the laws of The Netherlands (“NXP”).
Local Business Transfer AgreementNXP Manufacturing (Thailand) Co., Ltd. • April 23rd, 2007
Translation) This Lease Agreement is entered into on the 5th day of September 2006. By and BetweenBuilding Lease Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd.
Thai Summit Tower Co., Ltd., having its office located at No. 1768 on New Phetburi Road, Khwaeng Bangkapi, Khet Houei Khwuang, Bangkok Metropolis, hereinafter shall be referred to as the "Lessor" of the one party;
SUBSCRIPTION AGREEMENT among KASLION Acquisition B.V., KASLION Holding B.V., Koninklijke Philips Electronics N.V., and Stichting Management Co-Investment NXP Dated as of September 28, 2006Subscription Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd.
This SUBSCRIPTION AGREEMENT, is made as of the 28th day of September 2006 among KASLION Acquisition B.V., a limited liability company organized under the laws of The Netherlands (the “Company”), KASLION Holding B.V., a limited liability company organized under the laws of The Netherlands (“Investor”), Koninklijke Philips Electronics N.V., a limited liability company organized under the laws of The Netherlands (“Philips”) and Stichting Management Co-Investment NXP, a foundation organized under the laws of The Netherlands (the “Management Trust”).
SECURED REVOLVING CREDIT AGREEMENT Dated as of September 29, 2006 among KASLION ACQUISITION B.V., NXP B.V., NXP FUNDING LLC, as the Borrowers The Several Lenders from Time to Time Parties Hereto MORGAN STANLEY SENIOR FUNDING, INC., as Administrative...Credit Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd. • Brussels
CREDIT AGREEMENT dated as of September 29, 2006, among KASLION ACQUISITION B.V. with its corporate seat in Amsterdam, the Netherlands (“Holdings”), NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the “Company”), NXP FUNDING LLC (the “Co-Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (in such capacity, the “Administrative Agent”) and Global Collateral Agent (in such capacity, the “Global Collateral Agent”), MORGAN STANLEY BANK INTERNATIONAL LIMITED, DEUTSCHE BANK SECURITIES INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers (each, in such capacity, a “Joint Lead Arranger”) and Joint Bookrunners (each, in such capacity, a “Joint Bookrunner”), DEUTSCHE BANK SECURITIES INC., as Syndication Agent (in such capacity, the “Syndication Agent”), and MERRILL LYNCH CAPITAL CORPORATION, as Documentation Agent (in su
COLLATERAL AGENCY AGREEMENT dated as of September 29, 2006 amongCollateral Agency Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd. • New York
COLLATERAL AGENCY AGREEMENT dated as of September 29, 2006, among KASLION ACQUISITION B.V. with its corporate seat in Amsterdam, the Netherlands (“Holdings”), NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the “Company”), the Subsidiaries of the Company from time to time party hereto (each a “Guarantor”), the Secured Parties from time to time party hereto, MORGAN STANLEY SENIOR FUNDING, INC. in its capacity as Global Collateral Agent (in such capacity, the “Global Collateral Agent”) and MIZUHO CORPORATE BANK, LTD. in its capacity as Taiwan Collateral Agent (in such capacity, the “Taiwan Collateral Agent”).
LIMITED LIABILITY COMPANY AGREEMENT OF NXP FUNDING LLCLimited Liability Company Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd. • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) dated as of September 22, 2006, is entered into between by Philips Semiconductors International B.V., a limited liability company incorporated under the laws of The Netherlands, as sole member (the “Member”).
High Tech Campus Eindhoven [GRAPHIC]Workplace Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd.
The High Tech Campus Eindhoven guarantees an optimal workplace with a wide range of different types of underlying services offered by or on behalf of the Site Management. The Site Management is responsible for the integrated supply of space and services and the quality of its services in the form of fully outfitted, immediately usable workplaces.
Manufacturing and Export Zone Administrative Department, Ministry of Economy Nanzi Manufacturing and Export Zone Land Lease ContractNXP Manufacturing (Thailand) Co., Ltd. • April 23rd, 2007
Philips Electronic Building Elements Industries (Taiwan) Ltd (the “Lessee”) hereby leases two plots of public land in Nanzi Manufacturing and Export Zone from Manufacturing and Export Zone Administrative Department, Ministry of Economy (the “Lessor”). The lessee and the lessor enter into the lease contract as follows:
LEASE AGREEMENT Oostkanaaldijk 110 in NijmegenLease Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd.
• Indexing : Yes, annually as of March 15, on the basis of the “CPI for All Households” index figure (starting with the most recent base year).
Philips Tower Hamburg Workplace Agreement 20099 Hamburg, Lübeckertordamm 5 Workplace AgreementWorkplace Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd.
This Workplace Agreement consists of a Sublease Agreement and a Service Level Agreement for the Philips Tower Hamburg
Philips Business Park EindhovenWorkplace Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd.
The Philips Business Park in Eindhoven guarantees an optimal workplace with a wide range of different types of underlying services offered by or on behalf of the Site Management. The Site Management is responsible for the integrated supply of space and services and the quality of its services in the form of fully fitted-out, immediately usable workplaces.
Dated as 29 of March 2002 China-Singapore Suzhou Industrial Park Development Co., Ltd. And Phillips Semiconductors (Suzhou) Co., Ltd. CONTRACT FOR CUSTOM- BUILT LEASE FACTORY Phase 1A Contract No.: L/B2002-03-1 March 29, 2002NXP Manufacturing (Thailand) Co., Ltd. • April 23rd, 2007
Lessor: China-Singapore Suzhou Industrial Park Development co., Ltd. with its address at 12 Floor, International Building, No. 2 Suhong Road, Suzhou Industrial Park, Jiangsu Province, People’s Republic of China, and its Legal Representative is Cheng Deming. (hereinafter referred to as: “Party A”)
LEASE AGREEMENT Bijsterhuizen 11-36 in NijmegenLease Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd.
Initial rental fee :NLG 250.00 per m(2) per year excluding VAT and excluding service costs and NLG 700.00 excluding VAT per parking space per year
Manufacturing and Export Zone Administrative Department, Ministry of Economy Nanzi Manufacturing and Export Zone Land Lease ContractNXP Manufacturing (Thailand) Co., Ltd. • April 23rd, 2007
Philips Electronic Building Elements Industries (Taiwan) Ltd (the “Lessee”) hereby leases two plots of public land in Nanzi Manufacturing and Export Zone from Manufacturing and Export Zone Administrative Department, Ministry of Economy (the “Lessor”). The lessee and the lessor enter into the lease contract as follows:
Manufacturing and Export Zone Administrative Department, Ministry of Economy Nanzi Manufacturing and Export Zone Land Lease ContractNXP Manufacturing (Thailand) Co., Ltd. • April 23rd, 2007
Philips Electronic Building Elements Industries (Taiwan) Ltd (the “Lessee”) hereby leases four plots of public land in Nanzi Manufacturing and Export Zone from Manufacturing and Export Zone Administrative Department, Ministry of Economy (the “Lessor”). The lessee and the lessor enter into the lease contract as follows:
Appendix 8 of Joint Venture ContractTenancy Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd.
This Tenancy Agreement (hereinafter referred to as the “Agreement”) is made and entered into by and between Party A and Party B, through friendly negotiations, concerning the lease of the factory premises and the ancillary facilities thereto that not invested by Party A to Party B (hereinafter referred to as the “Premises”).
Manufacturing and Export Zone Administrative Department, Ministry of Economy Nanzi Manufacturing and Export Zone Land Lease ContractNXP Manufacturing (Thailand) Co., Ltd. • April 23rd, 2007
Phillips Electronic Building Elements Industries (Taiwan) Ltd. (the “Lessee”) hereby leases two plots of public land in Nanzi Manufacturing and Export Zone from Manufacturing and Export Zone Administrative Department, Ministry of Economy (the “Lessor”). The lessee and the lessor enter into the lease contract as follows:
Shenzhen Municipal Real Estate Tenancy Agreement Formulated by Shenzhen Municipal Planning and Land Resource BureauNXP Manufacturing (Thailand) Co., Ltd. • April 23rd, 2007
This Tenancy Agreement is made and entered into by and between Party A and Party B, through friendly negotiations, in accordance with the provisions of the Contract Law of the People’s Republic of China, the Law of the Peoples Republic of China on the Administration of the Urban real Estate, the Regulations of Shenzhen Special Economic Zone on Lease of Houses and its implementation rules.
stamp:] confidential Caroline Rodenburg EY Sept. 18, 2006 12:34 EDTNXP Manufacturing (Thailand) Co., Ltd. • April 23rd, 2007
Tenancy AgreementTenancy Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd.
Landlord (Party A): Dongguan Huangjiang Town Introduction Company As agent and authorized representative Dongguan Huangjiang Material Company
Factory Building Lease ContractFactory Building Lease Contract • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd.
STOCK PURCHASE AGREEMENT among Koninklijke Philips Electronics N.V., Philips Semiconductors International B.V. (currently being renamed NXP B.V.) and KASLION Acquisition B.V. Dated as of September 28, 2006Stock Purchase Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd.
STOCK PURCHASE AGREEMENT, dated as of September 28, 2006, among Koninklijke Philips Electronics N.V., a limited liability company incorporated under the laws of The Netherlands (“Philips”), Philips Semiconductors International B.V. (currently being renamed NXP B.V.), a limited liability company incorporated under the laws of The Netherlands (the “Company”) and KASLION Acquisition B.V., a limited liability company incorporated under the laws of The Netherlands (“Newco”).
Tenancy AgreementTenancy Agreement • April 23rd, 2007 • NXP Manufacturing (Thailand) Co., Ltd.
WHEREAS, Party B intends to lease from Party A the “Premises” located in Nanzi Manufacturing and Export Zone and the Landlord agrees to lease to the Tenant the “Premises” under the terms and conditions set forth herein. NOW, THEREFORE, the parties hereby agree as follows:
