AMENDMENT AGREEMENT dated as of February 19, 2010 (this “Amendment”), to the Credit Agreement dated as of December 1, 2006 (as amended through the date hereof, the “Original Credit Agreement”), among FREESCALE SEMICONDUCTOR, INC., a Delaware...Credit Agreement • April 8th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 1, 2006, as amended and restated as of February 19, 2010, among FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (the “Borrower”), FREESCALE SEMICONDUCTOR HOLDINGS V, INC. (formerly known as Freescale Acquisition Holdings Corp.), a Delaware corporation (“Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD. (formerly known as Freescale Holdings (Bermuda) IV, Ltd.), a Bermuda exempted limited liability company (“Foreign Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. (formerly known as Freescale Holdings (Bermuda) III, Ltd.), a Bermuda exempted limited liability company (“Parent”), CITIBANK, N.A., as Administrative Agent, Collateral Agent, Incremental 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”).
FORM OF INCENTIVE EQUITY OPTION] FREESCALE HOLDINGS NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 8th, 2011 • Freescale Semiconductor Holdings I, Ltd. • 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”):
FREESCALE SEMICONDUCTOR HOLDINGS RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 8th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of , 2007 (the “Date of Grant”), between Freescale Semiconductor Holdings 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 • April 8th, 2011 • Freescale Semiconductor Holdings I, Ltd. • 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.
ContractSecurity Agreement • April 8th, 2011 • 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.
ContractCredit Agreement • April 8th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • New York
AMENDMENT NO. 4 dated as of March 4, 2011 (this “Amendment”), to the Credit Agreement dated as of December 1, 2006, as amended and restated as of February 19, 2010 (as amended through the date hereof, the “Credit Agreement”), among FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (the “Borrower”), FREESCALE SEMICONDUCTOR HOLDINGS V, INC. (formerly known as Freescale Acquisition Holdings Corp.), a Delaware corporation (“Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD. (formerly known as Freescale Holdings (Bermuda) IV, Ltd.), a Bermuda exempted limited liability company (“Foreign Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. (formerly known as Freescale Holdings (Bermuda) III, Ltd.), a Bermuda exempted limited liability company (“Parent”), the LENDERS (as defined in Article I of the Credit Agreement) from time to time party thereto and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
FORM OF ROLLOVER OPTION] FREESCALE HOLDINGS NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 8th, 2011 • Freescale Semiconductor Holdings I, Ltd. • 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”):
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of April 13, 2010 among FREESCALE SEMICONDUCTOR, INC., as Issuer FREESCALE SEMICONDUCTOR HOLDINGS V, INC, SIGMATEL, LLC and CITIBANK, N.A., as Notes Collateral AgentIntellectual Property Security Agreement • April 8th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of April 13, 2010, among FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (the “Issuer”), FREESCALE SEMICONDUCTOR HOLDINGS V, INC., a Delaware corporation (“Holdings V”), SIGMATEL, LLC, a Delaware limited liability company (“SigmaTel”), the Subsidiaries of FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. (“Holdings III”) from time to time party hereto and CITIBANK, N.A., as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Notes Collateral Agent”).
