SUPPLEMENTAL INDENTURE NO. 2
Exhibit 4.7
SUPPLEMENTAL XXXXXXXXX XX. 0
Xxxxxxxxxxxx Xxxxxxxxx No. 2 (this “Supplemental Indenture”), dated as of January 3,
2007, among Avago Technologies Finance Pte. Ltd., a private limited company organized under the
laws of the Republic of Singapore, Avago Technologies U.S. Inc., a Delaware corporation, Avago
Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation (collectively, the
“Issuers”), the Guarantors signatory hereto and The Bank of New York, as trustee (the
“Trustee”).
W I T N E S S E T H
WHEREAS, each of the Issuers and the Guarantors (as defined in the Indenture referred to
below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”),
dated as of December 1, 2005, as amended on April 11, 2006, providing for the issuance of an
unlimited aggregate principal amount of 117/8% Senior Subordinated Notes due 2015 (the
“Notes”);
WHEREAS, Section 9.01(5) of the Indenture provides that under certain circumstances the
Issuers, any Guarantor (with respect to a Guarantee or the Indenture) and the Trustee may amend or
supplement the Indenture and any Guarantee or Notes on the terms and conditions set forth in the
Indenture; and
WHEREAS, pursuant to Sections 9.01(5) and 9.06 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.
(2) Amendment to Section 10.02(b)-(h). Section 10.02(b)-(h) of the Indenture is
hereby amended and restated to read in its entirety:
“(b) Notwithstanding any other provision of this Article 10 or this Indenture, Avago
Technologies GmbH may refuse to make any payments under its guaranty to the extent any such payment
results in a violation of Section 30 et seq. German Limited Liabilities Company Act (GmbH-Gesertz).
Avago Technologies GmbH covenants to use all commercially reasonable efforts to maximize the
amount payable under the guarantee in accordance with German law.
(c) — (h) [reserved]”
(3) Amendment to Section 10.02(j). Section 10.02(j) of the Indenture is hereby
amended and restated to read in its entirety:
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“(j) Notwithstanding any other provision of this Article 10 or this Indenture, Avago
Technologies Italy S.R.L. shall only be liable to the maximum extent which Avago Technologies
S.R.L., pursuant to Italian law, can validly guarantee taking into account its corporate interest
at the time of the giving of the guarantee.”
(4) Effectiveness; Continuity of Terms. This Supplemental Indenture shall be
effective when executed by the Issuers, the Guarantors and the Trustee. Except as otherwise
provided herein, all of the terms and provisions of the Indenture shall remain in full force and
effect.
(5) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(6) Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.
(7) Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.
(8) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Issuers and Guarantors.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 2 to be
duly executed, all as of the date first above written.
ISSUERS: AVAGO TECHNOLOGIES FINANCE PTE. LTD. AVAGO TECHNOLOGIES U.S. INC. |
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By: | /s/ Xxx Xxxxxxx | |||
Name: | Xxx Xxxxxxx | |||
Title: | Senior Vice President, General Counsel | |||
AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC. |
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By: | /s/ Xxx Xxxxxxx | |||
Name: | Xxx Xxxxxxx | |||
Title: | President | |||
Signature
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SINGAPOREAN GUARANTORS: AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD. AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD. AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD. AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD. AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD. AVAGO TECHNOLOGIES SENSOR IP PTE. LTD. |
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By: | /s/ Xxx Xxxxxxx | |||
Name: | Xxx Xxxxxxx | |||
Title: | President | |||
U.S. GUARANTORS: AVAGO TECHNOLOGIES U.S. R&D INC. AVAGO TECHNOLOGIES WIRELESS (U.S.A.) INC. AVAGO TECHNOLOGIES SENSOR (U.S.A.) INC. |
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By: | /s/ Xxx Xxxxxxx | |||
Name: | Xxx Xxxxxxx | |||
Title: | President | |||
Signature
Page to Supplemental Indenture No. 2 — Senior Subordinated Notes Indenture
LABUAN GUARANTORS: AVAGO TECHNOLOGIES WIRELESS HOLDING (LABUAN) CORPORATION AVAGO TECHNOLOGIES IMAGING HOLDING (LABUAN) CORPORATION AVAGO TECHNOLOGIES ENTERPRISE HOLDING (LABUAN) CORPORATION AVAGO TECHNOLOGIES FIBER HOLDING (LABUAN) CORPORATION |
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By: | /s/ Xxx Xxxxxxx | |||
Name: | Xxx Xxxxxxx | |||
Title: | President | |||
AVAGO TECHNOLOGIES STORAGE HOLDING (LABUAN) CORPORATION |
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By: | /s/ Xxxxxxx X. Xxx | |||
Name: | Xxxxxxx X. Xxx | |||
Title: | Director | |||
Signature
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NETHERLANDS GUARANTORS: AVAGO TECHNOLOGIES HOLDINGS B.V. |
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By: | /s/ Xxx Xxxxxxx | |||
Name: | Xxx Xxxxxxx | |||
Title: | Managing Director | |||
By: | ||||
Name: | Europe Management Company B.V. | |||
Title: | Managing Director | |||
AVAGO TECHNOLOGIES WIRELESS HOLDINGS B.V. |
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By: | /s/ Xxx Xxxxxxx | |||
Name: | Xxx Xxxxxxx | |||
Title: | Managing Director | |||
By: | ||||
Name: | Europe Management Company B.V. | |||
Title: | Managing Director | |||
CANADIAN GUARANTOR: AVAGO TECHNOLOGIES CANADA CORPORATION |
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By: | /s/ Xxx Xxxxxxx | |||
Name: | Xxx Xxxxxxx | |||
Title: | President | |||
Signature
Page to Supplemental Indenture No. 2 — Senior Subordinated Notes Indenture
GERMAN GUARANTOR: AVAGO TECHNOLOGIES GMBH |
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By: | /s/ Xxx Xxxxxxx | |||
Name: | Xxx Xxxxxxx | |||
Title: | Managing Director | |||
ITALIAN GUARANTOR: AVAGO TECHNOLOGIES ITALY S.R.L. |
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By: | /s/ Xxx Xxxxxxx | |||
Name: | Xxx Xxxxxxx | |||
Title: | Director | |||
JAPANESE GUARANTOR: AVAGO TECHNOLOGIES JAPAN, LTD. |
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By: | /s/ Xxx Xxxxxxx | |||
Name: | Xxx Xxxxxxx | |||
Title: | Senior Vice President, General Counsel | |||
MALAYSIAN GUARANTOR: AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. |
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By: | /s/ Xxx Xxxxxxx | |||
Name: | Xxx Xxxxxxx | |||
Title: | Senior Vice President, General Counsel | |||
Signature
Page to Supplemental Indenture No. 2 — Senior Subordinated Notes Indenture
MEXICAN GUARANTOR: AVAGO TECHNOLOGIES MEXICO, S. DE R..L. DE C.V. |
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By: | /s/ Xxx Xxxxxxxx Xxxxxxx | |||
Name: | Xxx Xxxxxxxx Xxxxxxx | |||
Title: | Attorney-in-Fact | |||
By: | /s/ Xxxxxxx Xxx | |||
Name: | Xxxxxxx Xxx | |||
Title: | Attorney-in-Fact | |||
U.K. GUARANTOR: AVAGO TECHNOLOGIES U.K. LIMITED |
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By: | /s/ Xxx Xxxxxxx | |||
Name: | Xxx Xxxxxxx | |||
Title: | Director | |||
Signature
Page to Supplemental Indenture No. 2 — Senior Subordinated Notes Indenture
TRUSTEE: THE BANK OF NEW YORK |
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By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Assistant Vice President | |||
Signature
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