EXHIBIT 10.3
SUPPLEMENT NO. 1 dated as of
June 5, 2008, to the Security Agreement dated as of
December 1, 2006 (the “ Security Agreement
”), among FREESCALE SEMICONDUCTOR HOLDINGS V, INC. (formerly
known as FREESCALE ACQUISITION HOLDINGS CORP.) (“
Holdings ”), FREESCALE SEMICONDUCTOR, INC. (formerly
known as FREESCALE ACQUISITION CORPORATION) (the “
Borrower ”), FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD.
(formerly known as FREESCALE HOLDINGS (BERMUDA) IV, LTD.), a
Bermuda exempted limited liability company (“ Foreign
Holdings ”), the Subsidiaries of FREESCALE SEMICONDUCTOR
HOLDINGS III, LTD. (formerly known as FREESCALE HOLDINGS (BERMUDA)
III, LTD.) (“ Parent ”) from time to time party
thereto and CITIBANK, N.A., as Collateral Agent for the Secured
Parties.
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 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 Security Agreement
referred to therein.
C. The Grantors have entered into
the Security Agreement in order to induce the Lenders to make Loans
and the L/C Issuers to issue Letters of Credit. Section 6.14
of the Security Agreement provides that additional Restricted
Subsidiaries of Parent may become Grantors under the Security
Agreement 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 Grantor under the Security Agreement 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 Collateral Agent
and the New Subsidiary agree as follows:
SECTION 1. In accordance with
Section 6.14 of the Collateral Agreement, the New Subsidiary
by its signature below becomes a Grantor under the Security
Agreement with the same force and effect as if originally named
therein as a Grantor and the New Subsidiary hereby (a) agrees
to all the terms and provisions of the Security Agreement
applicable to it as a Grantor thereunder and (b) represents
and warrants that the representations and warranties made by it as
a Grantor thereunder are
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