FORM OF FREESCALE INDEMNIFICATION AGREEMENTIndemnification Agreement • April 25th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware
AGREEMENT, dated as of [—], 2011, by and between Freescale Semiconductor Holdings I, Ltd., a Bermuda exempted limited liability company (the “Company”), and [ ] (the “Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among Freescale Holdings L.P. Freescale Semiconductor Holdings I, Ltd. and Certain Freescale Holdings L.P. Investors Dated as of [—], 2011Registration Rights Agreement • April 25th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [—], 2011, is by and among Freescale Holdings L.P., a Cayman Islands exempted limited partnership (“Freescale Holdings”), Freescale Semiconductor Holdings I, Ltd., a Bermuda exempted limited liability company (the “Corporation”), and each of the parties listed on Annex A (as such Annex A is updated and amended pursuant to Section 12(d) hereof, and together with Freescale Holdings, the “Shareholders”). This Agreement shall become effective upon the Effective Time.
REIMBURSEMENT AGREEMENTReimbursement Agreement • April 25th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Texas
This Reimbursement Agreement (the “Agreement”) is made and entered into as of this 10th day of March, 2008, by and between Freescale Semiconductor, Inc. (“FSL”) and TPG Capital, L.P. (“TPG”).
AMENDED AND RESTATED INVESTORS AGREEMENT by and among Freescale Holdings L.P. Freescale Semiconductor Holdings I, Ltd. Freescale Semiconductor Holdings II, Ltd. Freescale Semiconductor Holdings III, Ltd. Freescale Semiconductor Holdings IV, Ltd....Investors Agreement • April 25th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware
This Amended and Restated Investors Agreement (the “Agreement”) is dated as of [—], 2011 by and among the undersigned. This Agreement shall become effective upon the Effective Time.
REIMBURSEMENT AGREEMENTReimbursement Agreement • April 25th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Texas
This Reimbursement Agreement (the “Agreement”) is made and entered into effective as of May, 1, 2009, by and between Freescale Semiconductor, Inc. (“Company”) and TPG Capital, L.P. (“TPG”).
EMPLOYER HEALTH PROGRAM AGREEMENT BY AND BETWEEN EQUITY HEALTHCARE LLC AND FREESCALE SEMICONDUCTOR, INC. DATED: July 1, 2008Employer Health Program Agreement • April 25th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • New York
This EMPLOYER HEALTH PROGRAM AGREEMENT (this “Agreement”) dated July 1, 2008 (the “Effective Date”) is made and entered into by and between EQUITY HEALTHCARE LLC, a Delaware limited liability company (“Equity Healthcare”) and FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (“Employer”). Equity Healthcare and Employer are each referred to as a “Party” and together as, the “Parties”.
SHAREHOLDERS’ AGREEMENT of FREESCALE SEMICONDUCTOR HOLDINGS I, LTD. Dated as of [—], 2011Shareholders’ Agreement • April 25th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware
This SHAREHOLDERS’ AGREEMENT (the “Agreement”) is dated as of [—], 2011, by and among Freescale Holdings L.P., an exempted limited partnership established under the laws of the Cayman Islands (the “Initial Shareholder”), Freescale Semiconductor Holdings I, Ltd., a Bermuda exempted limited liability company (the “Company”), each of the Blackstone Investors (as defined herein), each of the Carlyle Investors (as defined herein), each of the Permira Investors (as defined herein); and each of the TPG Investors (as defined herein). Each of the TPG Investors, the Blackstone Investors, the Carlyle Investors and the Permira Investors are collectively referred to herein as the “Sponsors”, and each of them is referred to as a “Sponsor”). The Sponsors, the Initial Shareholder and the Company are collectively referred to herein as the “Parties,” and each of them is referred to as a “Party.” This Agreement shall become effective upon the Effective Time.
FORM OF AGREEMENT RELATING TO TERMINATION OF MANAGEMENT FEE AGREEMENTForm of Agreement • April 25th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware
THIS AGREEMENT is dated as of [•], 2011 (this “Agreement”) and is between Freescale Semiconductor, Inc., a Delaware corporation (the “Company”) and [•] (the “Advisor”).
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 • April 25th, 2011 • Freescale Semiconductor Holdings I, Ltd. • 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.
AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENTReimbursement Agreement • April 25th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Texas
Amendment No. 1, effective as of November 1, 2009 (this “Amendment”), to the Reimbursement Agreement dated May 1, 2009 (the “Agreement”), by and between Freescale Semiconductor, Inc. (“Company”) and TPG Capital, L.P. (“TPG”). Capitalized terms used in this Amendment that are not defined herein shall have the meanings set forth in the Agreement,
