Freescale Semiconductor, Ltd. 35,000,000 Shares Plus an option to purchase from the Company, up to 5,250,000 additional Shares Common Shares Underwriting AgreementFreescale Semiconductor, Ltd. • February 18th, 2014 • Semiconductors & related devices • New York
Freescale Semiconductor, Ltd., an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 35,000,000 common shares, US$0.01 par value (“Common Shares”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the
ContractCredit Agreement • February 18th, 2014 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • New York
REPLACEMENT REVOLVING CREDIT FACILITY AMENDMENT AND INCREMENTAL AMENDMENT dated as of February 10, 2014 (including any joinder entered into pursuant to the terms hereof, this “Amendment”), to the Third Amended and Restated Credit Agreement dated as of March 1, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (the “Borrower”), FREESCALE SEMICONDUCTOR HOLDINGS V, INC., a Delaware corporation (“Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD., a Bermuda exempted limited liability company (“Foreign Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS III, LTD., a Bermuda exempted limited liability company (“Parent”), the LENDERS (as defined in Article I of the Credit Agreement) from time to time party thereto and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as collateral agent for the Lenders (in such capacity, the “Co
