EXHIBIT 10.2
SUPPLEMENT NO. 1 dated as of
June 5, 2008, to the Guaranty dated as of December 1,
2006, among FREESCALE SEMICONDUCTOR HOLDINGS V, INC. (formerly
known as FREESCALE ACQUISITION HOLDINGS CORP.) (“
Holdings ”), FREESCALE SEMICONDUCTOR HOLDINGS III,
LTD. (formerly known as FREESCALE HOLDINGS (BERMUDA) III, LTD.)
(“ Parent ”), FREESCALE SEMICONDUCTOR HOLDINGS
IV, LTD. (formerly known as FREESCALE HOLDINGS (BERMUDA) IV, LTD.)
(“ Foreign Holdings ”), FREESCALE SEMICONDUCTOR
HOLDINGS I, LTD. (formerly known as FREESCALE HOLDINGS (BERMUDA) I,
LTD.) (“ FH I ”), FREESCALE SEMICONDUCTOR
HOLDINGS II, LTD. (formerly known as FREESCALE HOLDINGS (BERMUDA)
II, LTD.) (“ FH II ”), the Subsidiaries of
Parent from time to time party hereto and CITIBANK, N.A., as
Administrative Agent.
A. Reference is made to the Credit
Agreement dated as of December 1, 2006 (as amended
February 14, 2007 and as otherwise amended, supplemented or
otherwise modified from time to time, the “ Credit
Agreement ”), among Freescale Semiconductor, Inc.
(successor in interest to Freescale Acquisition Corporation) (the
“ Borrower ”), Foreign Holdings, Holdings,
Parent, Citibank, N.A., as Administrative Agent, Swing Line Lender
and an L/C Issuer, and each lender from time to time party thereto
(collectively, the “ Lenders ” and individually,
a “ Lender ”).
B. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement and the Guaranty referred to
therein.
C. The Guarantors have entered into
the Guaranty in order to induce the Lenders to make Loans and the
L/C Issuers to issue Letters of Credit. Section 4.14 of the
Guaranty provides that additional Restricted Subsidiaries of Parent
may become Guarantors under the Guaranty by execution and delivery
of an instrument in the form of this Supplement. The undersigned
Restricted Subsidiary (the “ New Subsidiary ”)
is executing this Supplement in accordance with the requirements of
the Credit Agreement to become a Guarantor under the Guaranty in
order to induce the Lenders to make additional Loans and the
L/C Issuers to issue additional Letters of Credit and as
consideration for Loans previously made and Letters of Credit
previously issued.
Accordingly, the Administrative
Agent and the New Subsidiary agree as follows:
SECTION 1. In accordance with
Section 4.14 of the Guaranty, the New Subsidiary by its
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