SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • July 28th, 2008 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of June 20, 2008, among SigmaTel, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of Freescale Semiconductor, Inc. (as successor by merger to Freescale Acquisition Corporation under the Indenture (as defined below)), a Delaware corporation (the “Issuer”), and The Bank of New York, as trustee (the “Trustee”).
ContractGuaranty • July 28th, 2008 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices
SUPPLEMENT NO. 1 dated as of June 5, 2008, to the Guaranty dated as of December 1, 2006, among FREESCALE SEMICONDUCTOR HOLDINGS V, INC. (formerly known as FREESCALE ACQUISITION HOLDINGS CORP.) (“Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. (formerly known as FREESCALE HOLDINGS (BERMUDA) III, LTD.) (“Parent”), FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD. (formerly known as FREESCALE HOLDINGS (BERMUDA) IV, LTD.) (“Foreign Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS I, LTD. (formerly known as FREESCALE HOLDINGS (BERMUDA) I, LTD.) (“FH I”), FREESCALE SEMICONDUCTOR HOLDINGS II, LTD. (formerly known as FREESCALE HOLDINGS (BERMUDA) II, LTD.) (“FH II”), the Subsidiaries of Parent from time to time party hereto and CITIBANK, N.A., as Administrative Agent.
FREESCALE HOLDINGS L.P. AWARD AGREEMENTManagement Equity Award Agreement • July 28th, 2008 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware
THIS MANAGEMENT EQUITY AWARD AGREEMENT (“Agreement”) is made effective as of April 7, 2008 (the “Date of Grant”) by and between Freescale Holdings L.P., a Cayman Islands limited partnership (the “Partnership”) and Richard Beyer (the “Executive”).
FREESCALE SEMICONDUCTOR HOLDINGS I, LTD. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 28th, 2008 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of April 7, 2008 (the “Date of Grant”), between Freescale Semiconductor Holdings I, Ltd., a Bermuda exempted limited liability company (the “Company”), and Richard Beyer (the “Executive”):
FREESCALE SEMICONDUCTOR, INC. DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • July 28th, 2008 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • New York
THIS AGREEMENT (this “Agreement”), is made effective as of February 11th, 2008 between Freescale Semiconductor, Inc. (the “Company”) and Richard M. Beyer (the “Executive”):
ContractIntellectual Property Security Agreement • July 28th, 2008 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices
SUPPLEMENT NO. ___ (this “Supplement”) DATED AS OF _________, 200__, TO THE INTELLECTUAL PROPERTY SECURITY AGREEMENT DATED AS OF DECEMBER 1, 2006, AMONG FREESCALE ACQUISITION HOLDINGS CORP. (n/k/a Freescale Semiconductor Holdings V, Inc.) (“Holdings”), FREESCALE SEMICONDUCTOR, INC. (the “Borrower”), the Subsidiaries of FREESCALE HOLDINGS (BERMUDA) III, LTD. (“Parent”) from time to time party thereto and CITIBANK, N.A., as Collateral Agent.
ContractSecurity Agreement • July 28th, 2008 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices
SUPPLEMENT NO. 1 dated as of June 5, 2008, to the Security Agreement dated as of December 1, 2006 (the “Security Agreement”), among FREESCALE SEMICONDUCTOR HOLDINGS V, INC. (formerly known as FREESCALE ACQUISITION HOLDINGS CORP.) (“Holdings”), FREESCALE SEMICONDUCTOR, INC. (formerly known as FREESCALE ACQUISITION CORPORATION) (the “Borrower”), FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD. (formerly known as FREESCALE HOLDINGS (BERMUDA) IV, LTD.), a Bermuda exempted limited liability company (“Foreign Holdings”), the Subsidiaries of FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. (formerly known as FREESCALE HOLDINGS (BERMUDA) III, LTD.) (“Parent”) from time to time party thereto and CITIBANK, N.A., as Collateral Agent for the Secured Parties.
