AGREEMENT AND PLAN OF MERGER by and among FREESCALE SEMICONDUCTOR, INC., FIRESTONE HOLDINGS LLC and FIRESTONE ACQUISITION CORPORATION Dated as of September 15, 2006Merger Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER dated as of September 15, 2006 (this “Agreement”) by and among Freescale Semiconductor, Inc., a Delaware corporation (the “Company”), Firestone Holdings LLC, a Delaware limited liability company (“Parent”), and Firestone Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”).
CREDIT AGREEMENT Dated as of December 1, 2006 among FREESCALE ACQUISITION CORPORATION (to be merged with and into FREESCALE SEMICONDUCTOR, INC.), as Borrower, FREESCALE ACQUISITION HOLDINGS CORP., as Holdings, FREESCALE HOLDINGS (BERMUDA) IV, LTD., as...Credit Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 1, 2006, among FREESCALE ACQUISITION CORPORATION (“Merger Sub” and, prior to the Merger (as defined below), the “Borrower”), a Delaware corporation to be merged with and into FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (“Freescale” and, after the Merger, the “Borrower”), FREESCALE ACQUISITION HOLDINGS CORP., a Delaware corporation (“Holdings”), FREESCALE HOLDINGS (BERMUDA) IV, LTD., a Bermuda exempted limited liability company (“Foreign Holdings”), FREESCALE HOLDINGS (BERMUDA) III, LTD., a Bermuda exempted limited liability company (“Parent”), CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
ContractManagement Fee Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware
THIS MANAGEMENT FEE AGREEMENT is dated as of December 2, 2006 (this “Agreement”) and is between Freescale Semiconductor, Inc., a Delaware corporation (“Freescale” or the “Company”) and TPG GenPar IV — AIV, L.P. (the “Advisor”).
SECURITY AGREEMENT dated as of December 1, 2006 among FREESCALE ACQUISITION CORPORATION, as Borrower (prior to the Merger) FREESCALE SEMICONDUCTOR, INC., as Borrower (after the Merger) FREESCALE ACQUISITION HOLDINGS CORP., as Holdings FREESCALE...Security Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • New York
SECURITY AGREEMENT dated as of December 1, 2006, among FREESCALE ACQUISITION CORPORATION (“Merger Sub” and, prior to the Merger, the “Borrower”), a Delaware corporation to be merged with and into FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (“Freescale” and, after the Merger, the “Borrower”), FREESCALE ACQUISITION HOLDINGS CORP., a Delaware corporation (“Holdings”), FREESCALE HOLDINGS (BERMUDA) IV, LTD., a Bermuda exempted limited liability company (“Foreign Holdings”), the Subsidiaries of FREESCALE HOLDINGS (BERMUDA) III, LTD. (“Parent”) from time to time party hereto and CITIBANK, N.A., as Collateral Agent for the Secured Parties (as defined below).
WARRANT AGREEMENT Dated as of December 1, 2006 between FREESCALE HOLDINGS (BERMUDA) I, LTD. and FREESCALE HOLDINGS L.P.Warrant Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware
WARRANT AGREEMENT, dated as of December 1, 2006 between FREESCALE HOLDINGS (BERMUDA) I, LTD., a Bermuda exempted company limited by shares (the “Company”), and FREESCALE HOLDINGS L.P., a Cayman Islands exempted limited partnership (the “Initial Holder”).
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of December 1, 2006 among FREESCALE ACQUISITION CORPORATION, as Borrower (prior to the Merger) FREESCALE SEMICONDUCTOR, INC., as Borrower (after the Merger) FREESCALE ACQUISITION HOLDINGS CORP., as...Intellectual Property Security Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of December 1, 2006, among FREESCALE ACQUISITION CORPORATION (“Merger Sub” and, prior to the Merger, the “Borrower”), a Delaware corporation to be merged with and into FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (“Freescale” and, after the Merger, the “Borrower”), FREESCALE ACQUISITION HOLDINGS CORP., a Delaware corporation (“Holdings”), the Subsidiaries of FREESCALE HOLDINGS (BERMUDA) III, LTD., a Bermuda corporation (“Parent”), from time to time party hereto and CITIBANK, N.A., as Collateral Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT by and among Freescale Semiconductor, Inc. (the “Company”), Freescale Holdings GP, Ltd. (the “GP”), and Michel Mayer (the “Executive”) dated as of the 1st day of December, 2006 supersedes and replaces, in its entirety, the employment agreement by and between the Executive and the Company dated May 14, 2004.
ContractFirst Supplemental Indenture • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture” or “this Supplemental Indenture”), dated as of December 1, 2006, by and among Freescale Semiconductor, Inc., a Delaware corporation (the “Company”), the guarantors listed on Exhibit A hereto, as guarantors (the “Guarantors”) and The Bank of New York, as Trustee (the “Trustee”), to the Senior Notes Indenture, dated as of December 1, 2006, among Freescale Acquisition Corporation, a Delaware corporation (the “Issuer”), the Guarantors and the Trustee (the “Indenture”).
VOTING TRUST AGREEMENTVoting Trust Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware
THIS VOTING TRUST AGREEMENT, dated as of December 1, 2006 (this “Agreement”), by and among Freescale Semiconductor, Inc., a Delaware corporation (the “Company”), Freescale Acquisition Holdings Corp., a Delaware corporation (the “Trustee”), and any stockholders of the Company set forth on the signature page hereto and any other stockholders of the Company who hereafter become parties to this Agreement (collectively, the “Stockholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • New York
Freescale Acquisition Corporation, a Delaware corporation (the “Merger Sub”), proposes to issue and sell to the several initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated November 16, 2006 (the “Purchase Agreement”), $500,000,000 principal amount of its Senior Floating Rate Notes due 2014 (the “Senior Floating Rate Notes”), $1,500,000,000 principal amount of its 9 1/8%/9 7/8% Senior PIK-Election Notes due 2014 (the “Senior Toggle Notes”), $2,350,000,000 principal amount of its 8 7/8% Senior Fixed Rate Notes due 2014 (the “Senior Fixed Rate Notes” and, together with the Senior Floating Rate Notes and the Senior Toggle Notes, the “Senior Notes”) and $1,600,000,000 principal amount of its 10 1/8% Senior Subordinated Notes due 2016 (the “Senior Subordinated Notes” and, together with the Senior Notes, the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by (v) Freescale Acqu
FREESCALE HOLDINGS L.P. FORM OF AWARD AGREEMENTManagement Equity Award Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware
THIS MANAGEMENT EQUITY AWARD AGREEMENT (“Agreement”) is made as of December 1, 2006 (the “Date of Grant”) by and between Freescale Holdings L.P., a Cayman Islands limited partnership (the “Partnership”) and (the “Participant”).
FREESCALE HOLDINGS RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of , 2007 (the “Date of Grant”), between Freescale Holdings (Bermuda) I, Ltd., a Bermuda limited company (the “Company”), and (the “Participant”):
GUARANTY dated as of December 1, 2006 among FREESCALE ACQUISITION HOLDINGS CORP., as Holdings FREESCALE HOLDINGS (BERMUDA) I, LTD. FREESCALE HOLDINGS (BERMUDA) II, LTD. FREESCALE HOLDINGS (BERMUDA) III, LTD., as Parent FREESCALE HOLDINGS (BERMUDA) IV,...Guaranty • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • New York
GUARANTY dated as of December 1, 2006, among FREESCALE ACQUISITION HOLDINGS CORP. (“Holdings”), FREESCALE HOLDINGS (BERMUDA) III, LTD. (“Parent”), FREESCALE HOLDINGS (BERMUDA) IV, LTD. (“Foreign Holdings”), FREESCALE HOLDINGS (BERMUDA) I, LTD. (“FH I”), FREESCALE HOLDINGS (BERMUDA) II, LTD. (“FH II”), the Subsidiaries of Parent from time to time party hereto and CITIBANK, N.A., as Administrative Agent.
ContractCredit Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • New York
AMENDMENT NO. 1 dated as of February 14, 2007 (this “Amendment”), to the Credit Agreement dated as of December 1, 2006 (the “Credit Agreement”), among FREESCALE SEMICONDUCTOR, INC. (successor in interest to Freescale Acquisition Corporation), a Delaware corporation (the “Borrower”), FREESCALE ACQUISITION HOLDINGS CORP., a Delaware corporation, FREESCALE HOLDINGS (BERMUDA) IV, LTD., a Bermuda exempted limited liability company, FREESCALE HOLDINGS (BERMUDA) III, LTD., a Bermuda exempted limited liability company, CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”).
FORM OF INCENTIVE EQUITY OPTION] FREESCALE HOLDINGS NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of December 1, 2006 (the “Date of Grant”), between Freescale Holdings (Bermuda) I, Ltd., a Bermuda limited company (the “Company”), and (the “Participant”):
JOINDER AND ASSUMPTION AGREEMENTJoinder and Assumption Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • New York
Reference is made to the Purchase Agreement (the “Purchase Agreement”), dated November 16, 2006, among Freescale Acquisition Corporation, a Delaware corporation (“Merger Sub”), as issuer, the guarantors party thereto (the “Guarantors”), Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as Representatives (the “Representatives”) of the Purchasers listed on Schedule A thereto (the “Purchasers”), concerning the purchase of the Offered Securities from Merger Sub by the Purchasers. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement. This is the Joinder and Assumption Agreement (this “Agreement”) referred to in Section 1 of the Purchase Agreement.
FORM OF ROLLOVER OPTION] FREESCALE HOLDINGS NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of December 1, 2006 (the “Date of Grant”), between Freescale Holdings (Bermuda) I, Ltd., a Bermuda limited company (the “Company”), and (hereinafter called the “Participant”):
REGISTRATION RIGHTS AGREEMENT by and among Freescale Holdings L.P. and Certain Freescale Holdings L.P. Investors Dated as of December 1, 2006Registration Rights Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, is by and among Freescale Holdings L.P., a Cayman Islands exempted limited partnership (“Freescale Holdings”), and each of the parties listed on Annex A (the “Initial Shareholders”, and as such Annex A is updated and amended pursuant to Section 12(d) hereof, the “Shareholders”).
FREESCALE HOLDINGS L.P. AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP Dated as of December 1, 2006Agreement of Exempted Limited Partnership • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices
This AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP, dated as of December 1, 2006 (the “Agreement”), is being entered into by and among Freescale Holdings GP Ltd., a Cayman Islands exempted company limited by shares, as General Partner, and the Limited Partners listed on the signature pages hereto as “Limited Partners” or “Management Limited Partners” and such other Persons as shall hereinafter become Partners as hereinafter provided.
