CREDIT AGREEMENT dated as of October 27, 2014, among ZEBRA TECHNOLOGIES CORPORATION, as Borrower, The Lenders Party Hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent for the Term Loan Facility JPMORGAN CHASE BANK, N.A., as...Security Agreement • October 30th, 2014 • Zebra Technologies Corp • General industrial machinery & equipment • Delaware
CREDIT AGREEMENT dated as of October 27, 2014 (this “Agreement”), among ZEBRA TECHNOLOGIES CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Revolving Facility Administrative Agent and MORGAN STANLEY SENIOR FUNDING, INC., as Term Loan Administrative Agent and Collateral Agent.
AMENDMENT NO. 1 TO MASTER ACQUISITION AGREEMENTMaster Acquisition Agreement • October 30th, 2014 • Zebra Technologies Corp • General industrial machinery & equipment • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”) to the Master Acquisition Agreement dated as of April 14, 2014 by and between Motorola Solutions, Inc., a Delaware corporation (the “Seller”), and Zebra Technologies Corporation, a Delaware corporation (the “Purchaser”) (as may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Master Agreement”), is made as of October 24, 2014 by and between the Seller and the Purchaser. Capitalized terms used but not otherwise defined herein shall have the same meanings ascribed to such terms in the Master Agreement or IP Agreement.
AMENDMENT NO. 2 TO MASTER ACQUISITION AGREEMENTMaster Acquisition Agreement • October 30th, 2014 • Zebra Technologies Corp • General industrial machinery & equipment • Delaware
THIS AMENDMENT NO. 2 (this “Amendment”) to the Master Acquisition Agreement dated as of April 14, 2014 by and between Motorola Solutions, Inc., a Delaware corporation (the “Seller”), and Zebra Technologies Corporation, a Delaware corporation (the “Purchaser”) (as may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Master Agreement”), is made as of October 26, 2014 by and between the Seller and the Purchaser. Capitalized terms used but not otherwise defined herein shall have the same meanings ascribed to such terms in the Master Agreement.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 30th, 2014 • Zebra Technologies Corp • General industrial machinery & equipment • New York
Supplemental Indenture (this “First Supplemental Indenture”), dated as of October 27, 2014, among Zebra Technologies Corporation, a Delaware corporation (the “Issuer”), ZIH Corp., Multispectral Solutions, Inc., Zebra Technologies Enterprise Corporation, Zebra Retail Solutions, LLC, Symbol Technologies, Inc., Symbol Technologies Latin America Inc., Symbol Technologies International, Inc., Symbol Technologies Africa, Inc., Mobile Integrated Technologies, Inc., Zebra Technologies International, LLC, Zebra Enterprise Solutions Corp. and Laser Band, LLC (each, a “Guaranteeing Subsidiary”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
AMENDMENT NO. 1 TO INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • October 30th, 2014 • Zebra Technologies Corp • General industrial machinery & equipment • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”) to the Intellectual Property Agreement dated as of April 14, 2014 by and between Motorola Solutions, Inc., a Delaware corporation (the “Seller”), and Zebra Technologies Corporation, a Delaware corporation (the “Purchaser”) (as may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “IP Agreement”), is made as of October 27, 2014 by and between the Seller and the Purchaser. Capitalized terms used but not otherwise defined herein shall have the same meanings ascribed to such terms in the IP Agreement.
UNAUDITED PRO FORMA COMBINED FINANCIAL DATAPro Forma Combined Financial Data • October 30th, 2014 • Zebra Technologies Corp • General industrial machinery & equipment
The unaudited pro forma financial information included herein was prepared in accordance with GAAP and derived from Zebra’s historical financial statements, the carve-out Enterprise Business financial statements and Hart System’s financial reporting systems and is based on certain assumptions that we believe to be reasonable as described in these notes. We have reclassified certain amounts set forth in the historical Enterprise Business carve-out financial statements in order to conform their presentation to those of Zebra. The pro forma adjustments are described in the accompanying notes to the unaudited pro forma combined financial information presented below. The pro forma adjustments are based on preliminary assumptions and information available at the time of the preparation of this document.
