NXP B.V. NXP FUNDING LLC as Issuers EACH OF THE GUARANTORS PARTY HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee $600,000,000 4.125% Senior Notes due 2020 $400,000,000 4.625% Senior Notes due 2022 SENIOR INDENTURE Dated as of June 9, 2015Senior Indenture • February 26th, 2016 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
INDENTURE dated as of June 9, 2015, among NXP B.V. (the “Company”), NXP Funding LLC (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
NXP SEMICONDUCTORS N.V. SHAREHOLDERS AGREEMENT Dated as of December 7, 2015Shareholder Agreement • February 26th, 2016 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
WHEREAS, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 1, 2015, by and among the Company, Freescale Semiconductor, Ltd., a Bermuda exempted company (“Freescale”), and Nimble Acquisition Limited, a Bermuda exempted company and a wholly owned subsidiary of the Company (“Merger Sub”), Merger Sub merged with and into Freescale (the “Merger”), and Freescale has continued as the surviving company and a wholly owned indirect subsidiary of the Company, on the terms and subject to the conditions set forth in the Merger Agreement;
NXP SEMICONDUCTORS N.V. SHAREHOLDERS AGREEMENT Dated as of December 7, 2015Shareholder Agreements • February 26th, 2016 • NXP Semiconductors N.V. • Semiconductors & related devices • New York
WHEREAS, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 1, 2015, by and among the Company, Freescale Semiconductor, Ltd., a Bermuda exempted company (“Freescale”), and Nimble Acquisition Limited, a Bermuda exempted company and a wholly owned subsidiary of the Company (“Merger Sub”), Merger Sub merged with and into Freescale (the “Merger”), and Freescale has continued as the surviving company and a wholly owned indirect subsidiary of the Company, on the terms and subject to the conditions set forth in the Merger Agreement;
