exv4w4



 






EXHIBIT 4.4




OFFICERS’ CERTIFICATE




MOTOROLA, INC.




     Each of the undersigned officers of Motorola, Inc., a Delaware corporation (the “Company”),
does hereby certify as follows:



          1. Each of the undersigned has read Sections 102, 301 and 303 of the Senior Indenture, dated
as of May 1, 1995 (the “Indenture”), between the Company and The Bank of New York Trust Company,
N.A., as trustee (the “Trustee”) and the definitions in such Indenture relating thereto and has
reviewed such other corporate documents and records relating to the matters referred to herein,
and, in the opinion of the undersigned, has made such examination or investigation as is necessary
to enable him to express an informed opinion on the matters set forth below.




          2. The terms of the series of Securities of the Company entitled the “5.375% Senior Notes due
November 15, 2012 (the “2012 Notes”), the 6.000% Senior Notes due November 15, 2017 (the “2017
Notes”) and the 6.625% Senior Notes due November 15, 2037 (the “2037 Notes”, and together with the
2012 Notes and the 2017 Notes, the “Notes”) to be issued under the Indenture have been established
pursuant to a Board Resolution (as defined in the Indenture) and are
set forth in Annex A hereto and the section entitled
“Description of the Notes” included in the Company’s
Prospectus Supplement dated October 29, 2007 to the Prospectus
dated October 29, 2007, which section is herein incorporated by
reference.




          3. All conditions precedent provided for in the Indenture relating to the establishment and
original issuance, authentication and delivery of the Notes have been complied with.




          4. In the opinion of the undersigned, Section 301 of the Indenture has been complied with in
the establishment of the terms of the Notes.




[Signature page attached.]




 









 








     IN WITNESS THEREOF, each of the undersigned has placed his hand under the seal of the Company
this 1st day of November, 2007.



	 	 	 	 	 
	 

	 	 

 

 
	 	 
	 
	 	 	 	 
	 

	 	 

 

 
	 	 






 









 






ANNEX A

to

Officers’ Certificate




     Capitalized terms used but not defined herein shall have the meaning given to such terms in
the Indenture.



     1. The title of the series of Securities authorized hereby shall be the “5.375% Senior Notes
due November 15, 2012” (the “2012 Notes”), the “6.000% Senior Notes due November 15, 2017” (the
“2017 Notes”) and the “6.625% Senior Notes due November 15, 2037” (the “2037 Notes”, and together
with the 2012 Notes and the 2017 Notes, the “Notes”) of the Company.



     2. The aggregate principal amount of Notes that may be authenticated and delivered under the
Indenture in accordance with this Officers’ Certificate is initially limited to $400,000,000 of
2012 Notes, $400,000,000 of 2017 Notes and $600,000,000 of 2037 Notes, except for Notes
authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of,
other Notes pursuant to Section 304, 305, 906, 1107 or 1303 of the Indenture and except for any
Notes which, pursuant to Section 303, are deemed never to have been authenticated and delivered
under the Indenture; provided, however, that the Company may, without the consent of the Holders of
the Notes, create and issue additional notes ranking equally with the 2012 Notes, the 2017 Notes or
the 2037 Notes, as applicable, and otherwise similar in all respects so that such further notes
would be consolidated and form a single series of the 2012 Notes, the 2017 Notes or the 2037 Notes,
as applicable.



     3. The principal of the 2012 Notes shall be payable on November 15, 2012, the principal of the
2017 Notes shall be payable on November 15, 2017 and the principal of the 2037 Notes shall be
payable on November 15, 2037.



     4. The Notes shall bear interest at the rate of 5.375% per annum in the case of the 2012
Notes, 6.000% per annum in the case of the 2017 Notes, and 6.625% per annum in the case of the 2037
Notes, in each case from the most recent May 15 or November 15 for which interest has been paid or
duly provided for, or, as the case may be, if no such interest has been paid or provided for, from
November 1, 2007, payable semi-annually on May 15 or November 15, commencing May 15, 2008, until
the principal thereof is paid or made available for payment. Each such May 15 or November 15 shall
be an “Interest Payment Date” for the Notes. The May 1 or November 1 (whether or not a Business
Day), as the case may be, next preceding an Interest Payment Date shall be the “Regular Record
Date” for the Interest payable on such Interest Payment Date.



     5. The principal of and interest on the Notes shall be payable at the corporate trust office
of the Trustee in Chicago, Illinois; provided, however, that at the option of the Company payment
of
interest may be made by check mailed to the address of the Person entitled thereto as such address



 









 







shall appear in the Security Register or by transfer to an account maintained by the payee inside
the United States.



     6. The Notes shall not be entitled to the benefit of any sinking fund and shall not be
convertible or exchangeable into shares of the Company’s Common Stock.



     7. The Notes shall be registered as Registered Securities.



     8. The Notes shall be permanently issued as Global Securities under an arrangement with The
Depositary Trust Company (“DTC”). The Notes will not be delivered to beneficial owners in
definitive form unless and until the DTC is removed as the depositary and no successor depositary
can be found, or, with respect to holders of beneficial interests in the Notes who hold such
interests directly or indirectly though Clearstream Banking, societe anonyme (“Clearstream”) or
Euroclear Bank, as operator of the Euroclear System (“Euroclear”), in the event that Clearstream or
Euroclear, as applicable, notifies the Company that it is unwilling or unable to continue as a
clearing system in connection with the Global Securities.



     9. Payments of principal and interest on the Notes shall be paid to DTC or its nominee as the
registered owner of the Notes.



     10. The Company may redeem the 2012 Notes, the 2017 Notes or the 2037 Notes at its option at
any time prior to maturity, in whole or in part, at a redemption price equal to the greater of (i)
100% of the aggregate principal amount of such Notes to be redeemed on the redemption date, or (ii)
the sum of the present values of the remaining principal amount and scheduled payments of interest
thereon (not including any portion of payments of interest accrued as of the redemption date)
discounted to the redemption date on a semi-annual basis at the Treasury Rate (as defined in the
Company’s Prospectus Supplement dated October 29, 2007 to the Prospectus dated October 29, 2007
relating to the Notes) plus 25 basis points, in the case of the 2012 Notes, the Treasury Rate plus
30 basis points, in the case of the 2017 Notes, and the Treasury Rate plus 35 basis points, in the
case of the 2037 Notes, plus, in each case, accrued interest thereon to the date of redemption.



     11. Upon the occurrence of a change of control repurchase event (as defined in the Company’s
Prospectus Supplement dated October 29, 2007 to the Prospectus dated October 29, 2007 relating to
the Notes), unless the Company has exercised its right to redeem the Notes, the Company will be
required to make an offer to each holder of the Notes to repurchase all or any part (in excess of
$2,000 and in integral multiples of $1,000 in excess thereof) of that holder’s Notes at a
repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased,
plus accrued and unpaid interest to, but not including, the date of repurchase. Such offer will be
conducted in accordance with the procedures described in the Company’s Prospectus Supplement dated
October 29, 2007 to the Prospectus dated October 29, 2007 relating to the Notes. Notwithstanding
the foregoing, the Company will not be required to make an offer to repurchase the Notes upon a
change of control repurchase event (as defined in the Company’s Prospectus Supplement dated October
29, 2007 to the Prospectus dated October 29, 2007 relating to the Notes) with respect to a
particular series of Notes, if, with respect to such series of Notes, a third party makes such an
offer in the manner, at the times and otherwise in compliance with the requirements for an offer
made by the Company and such third party purchases all Notes of such series properly tendered and
not withdrawn under its offer.






     12. The provisions of Section 1502 (defeasance) and 1503 (covenant defeasance) shall be
applicable to the Notes.