REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2010 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • New York
Freescale Semiconductor, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the initial purchasers named in Schedule A hereto (the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated September 22, 2010 (the “Purchase Agreement”), $750,000,000 principal amount of its 10 3/4% Senior Notes due 2020 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by (u) Freescale Semiconductor Holdings I, Ltd. (“Holdings I”), (v) Freescale Semiconductor Holdings II, Ltd. (“Holdings II”), (w) Freescale Semiconductor Holdings III, Ltd. (“Holdings III”), (x) Freescale Semiconductor Holdings IV, Ltd. (“Holdings IV”), (y) Freescale Semiconductor Holdings V, Inc (“Holdings V”) and (z) SigmaTel, LLC (“SigmaTel”) (collectively the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of September 30, 2010 (the “Indenture”), among the Issuer, the Guarantors
