Freescale Semiconductor Inc Sample Contracts

CREDIT AGREEMENT Dated as of March 7, 2006 among FREESCALE SEMICONDUCTOR, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., as Co- Syndication...
Credit Agreement • March 10th, 2006 • Freescale Semiconductor Inc • Semiconductors & related devices • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of March 7, 2006, among FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

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Indenture • April 14th, 2010 • Freescale Semiconductor Inc • Semiconductors & related devices • New York

INDENTURE, dated as of April 13, 2010, among Freescale Semiconductor, Inc., a Delaware corporation, and the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee.

AGREEMENT AND PLAN OF MERGER by and among FREESCALE SEMICONDUCTOR, INC. FIRESTONE HOLDINGS LLC and FIRESTONE ACQUISITION CORPORATION Dated as of September 15, 2006
Agreement and Plan of Merger • September 15th, 2006 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER by and among FREESCALE SEMICONDUCTOR, INC., FIRESTONE HOLDINGS LLC and FIRESTONE ACQUISITION CORPORATION Dated as of September 15, 2006
Agreement and Plan of Merger • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware

AGREEMENT AND PLAN OF MERGER dated as of September 15, 2006 (this “Agreement”) by and among Freescale Semiconductor, Inc., a Delaware corporation (the “Company”), Firestone Holdings LLC, a Delaware limited liability company (“Parent”), and Firestone Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”).

AGREEMENT AND PLAN OF MERGER by and among FREESCALE SEMICONDUCTOR, INC., FIRESTONE HOLDINGS LLC and FIRESTONE ACQUISITION CORPORATION Dated as of September 15, 2006
Agreement and Plan of Merger • September 18th, 2006 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware

AGREEMENT AND PLAN OF MERGER dated as of September 15, 2006 (this “Agreement”) by and among Freescale Semiconductor, Inc., a Delaware corporation (the “Company”), Firestone Holdings LLC, a Delaware limited liability company (“Parent”), and Firestone Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of July 18, 2004, between Motorola, Inc., a Delaware corporation (“Motorola”), and Freescale Semiconductor, Inc., a Delaware corporation (the “Company”).

CREDIT AGREEMENT Dated as of December 1, 2006 among FREESCALE ACQUISITION CORPORATION (to be merged with and into FREESCALE SEMICONDUCTOR, INC.), as Borrower, FREESCALE ACQUISITION HOLDINGS CORP., as Holdings, FREESCALE HOLDINGS (BERMUDA) IV, LTD., as...
Credit Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of December 1, 2006, among FREESCALE ACQUISITION CORPORATION (“Merger Sub” and, prior to the Merger (as defined below), 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”), FREESCALE HOLDINGS (BERMUDA) IV, LTD., a Bermuda exempted limited liability company (“Foreign Holdings”), FREESCALE HOLDINGS (BERMUDA) III, LTD., a Bermuda exempted limited liability company (“Parent”), CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

SECURITY AGREEMENT dated as of April 13, 2010 among FREESCALE SEMICONDUCTOR, INC., as Issuer FREESCALE SEMICONDUCTOR HOLDINGS V, INC, FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD., SIGMATEL, LLC and CITIBANK, N.A., as Notes Collateral Agent
Security Agreement • April 14th, 2010 • Freescale Semiconductor Inc • Semiconductors & related devices • New York

SECURITY AGREEMENT, dated as of April 13, 2010, among FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (the “Issuer”), FREESCALE SEMICONDUCTOR HOLDINGS V, INC., a Delaware corporation (“Holdings V”), FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD., a Bermuda exempted limited liability company (“Holdings IV”), SIGMATEL, LLC, a Delaware limited liability company (“SigmaTel”), the Subsidiaries of FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. (“Holdings III”) from time to time party hereto and CITIBANK, N.A., as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Notes Collateral Agent”).

Contract
Management Fee Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware

THIS MANAGEMENT FEE AGREEMENT is dated as of December 2, 2006 (this “Agreement”) and is between Freescale Semiconductor, Inc., a Delaware corporation (“Freescale” or the “Company”) and TPG GenPar IV — AIV, L.P. (the “Advisor”).

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 Holdings FREESCALE...
Security Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • New York

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”), FREESCALE HOLDINGS (BERMUDA) IV, LTD., a Bermuda exempted limited liability company (“Foreign Holdings”), the Subsidiaries of FREESCALE HOLDINGS (BERMUDA) III, LTD. (“Parent”) from time to time party hereto and CITIBANK, N.A., as Collateral Agent for the Secured Parties (as defined below).

WARRANT AGREEMENT Dated as of December 1, 2006 between FREESCALE HOLDINGS (BERMUDA) I, LTD. and FREESCALE HOLDINGS L.P.
Warrant Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware

WARRANT AGREEMENT, dated as of December 1, 2006 between FREESCALE HOLDINGS (BERMUDA) I, LTD., a Bermuda exempted company limited by shares (the “Company”), and FREESCALE HOLDINGS L.P., a Cayman Islands exempted limited partnership (the “Initial Holder”).

EMPLOYEE MATTERS AGREEMENT (As Amended and Restated as of June 18, 2004)
Employee Matters Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices

THIS Amended and Restated EMPLOYEE MATTERS AGREEMENT (the “Agreement”), is dated this 18th day of June, 2004 by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Freescale Semiconductor, Inc., a Delaware corporation (“Freescale” and together with Motorola, the “Parties” and individually, a “Party”).

AMENDMENT AGREEMENT dated as of February 19, 2010 (this “Amendment”), to the Credit Agreement dated as of December 1, 2006 (as amended through the date hereof, the “Original Credit Agreement”), among FREESCALE SEMICONDUCTOR, INC., a Delaware...
Assignment and Assumption • February 22nd, 2010 • Freescale Semiconductor Inc • Semiconductors & related devices • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 1, 2006, as amended and restated as of February 19, 2010, among FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (the “Borrower”), FREESCALE SEMICONDUCTOR HOLDINGS V, INC. (formerly known as Freescale Acquisition Holdings Corp.), a Delaware corporation (“Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD. (formerly known as Freescale Holdings (Bermuda) IV, Ltd.), a Bermuda exempted limited liability company (“Foreign Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. (formerly known as Freescale Holdings (Bermuda) III, Ltd.), a Bermuda exempted limited liability company (“Parent”), CITIBANK, N.A., as Administrative Agent, Collateral Agent, Incremental Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
Intellectual Property Assignment Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices

THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of April 4, 2004 (the “Effective Date”) between Motorola, Inc., a Delaware corporation (“Motorola”), and Freescale Semiconductor, Inc., a Delaware corporation (“Freescale”). Capitalized terms used in this Agreement and not otherwise defined herein will have the meanings ascribed to such terms in that certain Master Separation and Distribution Agreement between Motorola and Freescale dated as of April 4, 2004 (the “Master Separation and Distribution Agreement”).

MASTER SEPARATION AND DISTRIBUTION AGREEMENT
Master Separation and Distribution Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices

THIS MASTER SEPARATION AND DISTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of April 4, 2004, by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Freescale Semiconductor, Inc., a Delaware corporation (“Freescale”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.

TAX SHARING AGREEMENT DATED AS OF APRIL 4, 2004 BY AND AMONG MOTOROLA, INC. AND FREESCALE SEMICONDUCTOR, INC.
Tax Sharing Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices

This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of , 2004 by and between Motorola, Inc., a Delaware corporation (“MINC”), and Freescale Semiconductor, Inc., a Delaware corporation and a wholly owned subsidiary of MINC (“Freescale”) (MINC and Freescale are sometimes collectively referred to herein as the “Companies”).

SEMICONDUCTOR PURCHASE AGREEMENT
Semiconductor Purchase Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware

This Semiconductor Purchase Agreement, its Supplement and Attachments (collectively “Agreement”), effective as of April 4, 2004 (the “Effective Date”), is by and between Motorola, Inc., a Delaware corporation, acting through its Personal Communications Sector and the iDEN Subscriber Group of its Global Telecom Solutions Sector, or their successor organizations within Motorola (“Motorola”) and Freescale Semiconductor, Inc., a Delaware corporation, acting through its wireless and mobile systems group or its successor group within Freescale (“Freescale”).

FREESCALE SEMICONDUCTOR DEFERRED STOCK UNIT AWARD AGREEMENT
Deferred Stock Unit Award Agreement • April 24th, 2009 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of , 2009 (the “Date of Grant”), between Freescale Semiconductor Holdings I, Ltd., a Bermuda limited company (the “Company”), and (the “Participant”):

INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of April 13, 2010 among FREESCALE SEMICONDUCTOR, INC., as Issuer FREESCALE SEMICONDUCTOR HOLDINGS V, INC, SIGMATEL, LLC and CITIBANK, N.A., as Notes Collateral Agent
Intellectual Property Security Agreement • April 14th, 2010 • Freescale Semiconductor Inc • Semiconductors & related devices • New York

INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of April 13, 2010, among FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (the “Issuer”), FREESCALE SEMICONDUCTOR HOLDINGS V, INC., a Delaware corporation (“Holdings V”), SIGMATEL, LLC, a Delaware limited liability company (“SigmaTel”), the Subsidiaries of FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. (“Holdings III”) from time to time party hereto and CITIBANK, N.A., as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Notes Collateral Agent”).

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 • March 8th, 2007 • Freescale Semiconductor Inc • 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 to Employment Agreement
Employment Agreement • February 6th, 2009 • Freescale Semiconductor Inc • Semiconductors & related devices

(“Executive”) and Freescale Semiconductor, Inc. (“Company”) agree to the following amendment (“Amendment”) to the Employment Agreement (“Agreement”) previously executed between Company and Executive:

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EMPLOYMENT AGREEMENT
Employment Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware

THIS AGREEMENT by and among Freescale Semiconductor, Inc. (the “Company”), Freescale Holdings GP, Ltd. (the “GP”), and Michel Mayer (the “Executive”) dated as of the 1st day of December, 2006 supersedes and replaces, in its entirety, the employment agreement by and between the Executive and the Company dated May 14, 2004.

FREESCALE SEMICONDUCTOR, INC. Austin, Texas 78735 September 23, 2005
Freescale Semiconductor Inc • September 29th, 2005 • Semiconductors & related devices • Delaware

Pursuant to Section 27 of the Rights Agreement, dated as of July 7, 2004 (the “Rights Agreement”), between Freescale Semiconductor, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, as rights agent (the “Rights Agent”), the Company, by resolution adopted by its Board of Directors, hereby amends the Rights Agreement as follows (this “Amendment”):

TRANSITION SERVICES AGREEMENT—MOTOROLA SERVICES
Transition Services Agreement—motorola Services • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices

This TRANSITION SERVICES AGREEMENT—MOTOROLA SERVICES (this “Agreement”) is entered into this 4th day of April, 2004 by and between Motorola, Inc., a Delaware corporation (“Motorola”) and Freescale Semiconductor, Inc., a Delaware corporation (“Freescale”).

INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices
AMENDMENT No. 1 TO THE TAX SHARING AGREEMENT BETWEEN MOTOROLA, INC. AND FREESCALE SEMICONDUCTOR, INC.
Tax Sharing Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices

This AMENDMENT No. 1 TO THE TAX SHARING AGREEMENT (“Amendment No. 1”) is entered into as of June 18, 2004 by and between Motorola, Inc., a Delaware corporation (“MINC”) and Freescale Semiconductor, Inc., a Delaware corporation and wholly owned subsidiary of MINC (“Freescale”) (MINC and Freescale are sometimes collectively referred to herein as the “Parties” and individually, a “Party”);

Contract
First Supplemental Indenture • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture” or “this Supplemental Indenture”), dated as of December 1, 2006, by and among Freescale Semiconductor, Inc., a Delaware corporation (the “Company”), the guarantors listed on Exhibit A hereto, as guarantors (the “Guarantors”) and The Bank of New York, as Trustee (the “Trustee”), to the Senior Notes Indenture, dated as of December 1, 2006, among Freescale Acquisition Corporation, a Delaware corporation (the “Issuer”), the Guarantors and the Trustee (the “Indenture”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 1st, 2004 • Freescale Semiconductor Inc • Semiconductors & related devices • Texas

AGREEMENT by and between Freescale Semiconductor, Inc. (the “Company”), and Michel Mayer (the “Executive”) dated as of the 14th day of May, 2004.

VOTING TRUST AGREEMENT
Voting Trust Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware

THIS VOTING TRUST AGREEMENT, dated as of December 1, 2006 (this “Agreement”), by and among Freescale Semiconductor, Inc., a Delaware corporation (the “Company”), Freescale Acquisition Holdings Corp., a Delaware corporation (the “Trustee”), and any stockholders of the Company set forth on the signature page hereto and any other stockholders of the Company who hereafter become parties to this Agreement (collectively, the “Stockholders”).

SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • September 14th, 2006 • Freescale Semiconductor Inc • Semiconductors & related devices

This Separation and Release Agreement (the “Agreement”) is a complete and final agreement between Franz Fink (for yourself, your spouse and anyone acting for you) (“you”), and Freescale Semiconductor, Inc. (for itself, its subsidiaries and affiliates and anyone acting for Freescale) (“Freescale”) that resolves all matters between you and Freescale. Except where otherwise specified, this Agreement supersedes and nullifies all prior and concurrent communications, acknowledgements and agreements between you and Freescale, including any prior versions of this Agreement. This Agreement has been individually negotiated and is not part of a group incentive or other termination program. In consideration for the payments and benefits provided under this Agreement, you and Freescale agree to the following terms of your separation from Freescale:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • New York

Freescale Acquisition Corporation, a Delaware corporation (the “Merger Sub”), proposes to issue and sell to the several initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated November 16, 2006 (the “Purchase Agreement”), $500,000,000 principal amount of its Senior Floating Rate Notes due 2014 (the “Senior Floating Rate Notes”), $1,500,000,000 principal amount of its 9 1/8%/9 7/8% Senior PIK-Election Notes due 2014 (the “Senior Toggle Notes”), $2,350,000,000 principal amount of its 8 7/8% Senior Fixed Rate Notes due 2014 (the “Senior Fixed Rate Notes” and, together with the Senior Floating Rate Notes and the Senior Toggle Notes, the “Senior Notes”) and $1,600,000,000 principal amount of its 10 1/8% Senior Subordinated Notes due 2016 (the “Senior Subordinated Notes” and, together with the Senior Notes, the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by (v) Freescale Acqu

FREESCALE HOLDINGS L.P. FORM OF AWARD AGREEMENT
Form of Award Agreement • March 8th, 2007 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware

THIS MANAGEMENT EQUITY AWARD AGREEMENT (“Agreement”) is made as of December 1, 2006 (the “Date of Grant”) by and between Freescale Holdings L.P., a Cayman Islands limited partnership (the “Partnership”) and (the “Participant”).

FORM OF AMENDMENT No. 1 TO THE TAX SHARING AGREEMENT BETWEEN MOTOROLA, INC. AND FREESCALE SEMICONDUCTOR, INC.
Sharing Agreement • June 21st, 2004 • Freescale Semiconductor Inc • Semiconductors & related devices

This AMENDMENT No. 1 TO THE TAX SHARING AGREEMENT (“Amendment No. 1”) is entered into as of , 2004 by and between Motorola, Inc., a Delaware corporation (“MINC”) and Freescale Semiconductor, Inc., a Delaware corporation and wholly owned subsidiary of MINC (“Freescale”) (MINC and Freescale are sometimes collectively referred to herein as the “Parties” and individually, a “Party”);

FREESCALE SEMICONDUCTOR, INC. and MELLON INVESTOR SERVICES LLC Form of Rights Agreement Dated as of , 2004
Freescale Semiconductor Inc • June 21st, 2004 • Semiconductors & related devices • Delaware

Agreement, dated as of , 2004, between Freescale Semiconductor, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, as rights agent (the “Rights Agent”).

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