AMENDED AND RESTATED INDENTURE Dated as of December 7, 2015 Among FREESCALE SEMICONDUCTOR, INC., the Guarantors listed herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 6.000% SENIOR SECURED NOTES DUE 2022Indenture • December 7th, 2015 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
AMENDED AND RESTATED INDENTURE, dated as of December 7, 2015, among Freescale Semiconductor, Inc., a Delaware corporation, and the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, as Trustee.
GUARANTY RELATING TO SECURED TERM CREDIT AGREEMENTSecured Term Credit Agreement • December 7th, 2015 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
GUARANTY (this “Guaranty”) dated as of December 7, 2015, made among the Guarantors listed on the signature pages hereto (each such subsidiary individually, a “Guarantor” and, collectively with any Person that becomes a “Guarantor” pursuant to Section 20, the “Guarantors”), CREDIT SUISSE AG, as Administrative Agent (in such capacity, the “Administrative Agent”) and MORGAN STANLEY SENIOR FUNDING, INC as Collateral Agent (in such capacity, the “Collateral Agent”), in each case, for the lenders (the “Lenders”) from time to time parties to the CREDIT AGREEMENT (the “Credit Agreement”) dated as of the date hereof, among NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the “Company”), NXP FUNDING LLC (the “Co-Borrower”), the Lenders, CREDIT SUISSE SECURITIES (USA) LLC, MORGAN STANLEY SENIOR FUNDING, INC., BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC. AND MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Lead Arrangers (the “Joint Lead Arrangers”) and Joint Bookrunn
GUARANTY RELATING TO SECURED REVOLVING CREDIT AGREEMENTSecured Revolving Credit Agreement • December 7th, 2015 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
GUARANTY (this “Guaranty”) dated as of December 7, 2015, made among NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the “Company”), NXP Funding LLC and each of the subsidiaries of the Company listed on the signature pages hereto (each such subsidiary individually, a “Subsidiary Guarantor” and, collectively with any Person that becomes a “Guarantor” pursuant to Section 20, the “Subsidiary Guarantors”; the Company, NXP Funding LLC and the Subsidiary Guarantors are referred to collectively as the “Guarantors”) and Morgan Stanley Senior Funding, Inc., as the collateral agent (in such capacity, the “Collateral Agent”) and as Administrative Agent (in such capacity, the “Administrative Agent”) in each case, for the lenders (the “Lenders”) and issuers of letters of credit (the “Letter of Credit Issuers”) from time to time party to the Secured Revolving Credit Agreement (the “Credit Agreement”) dated as of December 7, 2015, between the Company, NXP Funding LLC (the “Co-Borrower”
GUARANTY RELATING TO SECURED BRIDGE TERM CREDIT AGREEMENTSecured Bridge Term Credit Agreement • December 7th, 2015 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
GUARANTY (this “Guaranty”) dated as of December 7, 2015, made among NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the “Company”), NXP Funding LLC and each of the subsidiaries of the Company listed on the signature pages hereto (each such subsidiary individually, a “Subsidiary Guarantor” and, collectively with any Person that becomes a “Guarantor” pursuant to Section 20, the “Subsidiary Guarantors”; the Company, NXP Funding LLC and the Subsidiary Guarantors are referred to collectively as the “Guarantors”), Morgan Stanley Senior Funding, Inc., as the collateral agent (in such capacity, the “Collateral Agent”) and Credit Suisse AG, as the administrative agent (in such capacity, the “Administrative Agent”), in each case, for the lenders (the “Lenders”) from time to time party to the Secured Bridge Term Credit Agreement (the “Credit Agreement”) dated as of December 7, 2015, between the Company, NXP Funding LLC (the “Co-Borrower”), the Lenders from time to time party there
