REGISTRATION RIGHTS AGREEMENT Dated October 15, 2014 between ZEBRA TECHNOLOGIES CORPORATION and MORGAN STANLEY & CO. LLCRegistration Rights Agreement • October 17th, 2014 • Zebra Technologies Corp • General industrial machinery & equipment • New York
This Agreement is made pursuant to the Purchase Agreement, which provides for the sale by the Company to the Initial Purchasers of $1,050,000,000 aggregate principal amount of the Company’s 7.25% Senior Notes due 2022 (the “Notes”). The proceeds from the sale of the Notes will be deposited into an escrow account pursuant to the provisions of an Escrow and Security Agreement dated as of the date hereof (the “Escrow Agreement”) among the Company, U.S. Bank National Association, as trustee and U.S. Bank National Association, as escrow agent and securities intermediary. Upon satisfaction of certain conditions set forth in the Escrow Agreement, the Notes will be guaranteed (such guarantees, together with the Notes, the “Securities”) by certain subsidiaries of the Company (the “Guarantors”) as required by the Purchase Agreement, at which time the Guarantors will also execute a joinder to this Agreement in the form of Exhibit A hereto (the “RRA Joinder Agreement”). In order to induce the Init
ZEBRA TECHNOLOGIES CORPORATION as Grantor as Trustee, Escrow Agent and Securities Intermediary ESCROW AND SECURITY AGREEMENT October 15, 2014Escrow and Security Agreement • October 17th, 2014 • Zebra Technologies Corp • General industrial machinery & equipment • New York
THIS ESCROW AND SECURITY AGREEMENT (this “Agreement”) is made on October 15, 2014, among Zebra Technologies Corporation, a Delaware corporation (the “Grantor”); U.S. BANK NATIONAL ASSOCIATION, in its capacity as trustee under the Indenture (the “Trustee”); and U.S. BANK NATIONAL ASSOCIATION, as escrow agent and as securities intermediary (together with its successors and assigns, the “Escrow Agent”) (each, a “Party” and, together, the “Parties”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 17th, 2014 • Zebra Technologies Corp • General industrial machinery & equipment • Illinois
This AMENDMENT NO. 1 (this “Amendment”) to the Credit Agreement (as amended, restated, amended and restated, refinanced, replaced, extended, supplemented or otherwise modified, the “Credit Agreement”), dated as of October 10, 2012, among Zebra Technologies Corporation (the “Borrower”), the Lenders from time to time party thereto, RBS Citizens, N.A., as Syndication Agent, Wells Fargo Bank, National Association, as Documentation Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), is dated as of October 15, 2014 among the Borrower, ZIH Corp., a Delaware corporation, Zebra Technologies International, LLC, an Illinois limited liability company, and Zebra Enterprise Solutions Corp., a California corporation (collectively, the “Guarantors”), and the financial institutions signing a counterpart hereto (the “Lenders”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreemen
