Supplemental Indenture




 Exhibit 4.5 
 FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture” or “this Supplemental Indenture”), dated as of December 1, 2006, by and among Freescale Semiconductor, Inc., a
Delaware corporation (the “Company”), the guarantors listed on Exhibit A hereto, as guarantors (the “Guarantors”) and The Bank of New York, as Trustee (the “Trustee”), to the Senior Subordinated
Notes Indenture, dated as of December 1, 2006, among Freescale Acquisition Corporation, a Delaware corporation (the “Issuer”), the Guarantors and the Trustee (the “Indenture”). 
 WITNESSETH: 
 WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee the Indenture providing for the issuance of $1,600,000,000 aggregate principal amount of 10 1/8% senior subordinated notes due 2016; 
 WHEREAS, the Issuer has merged with and into the Company (the “Merger”), with the Company as the surviving entity in the Merger;

 WHEREAS, as a result of the Merger, the Company is assuming, by and under this First Supplemental Indenture, the obligations of the Issuer
for the due and punctual payment of the principal of, premium, if any, and interest on all the Notes and the performance and observance of the Indenture on the part of the Issuer; 
 WHEREAS, Sections 5.01 and 9.01 of the Indenture provide that the Trustee, the Company and each of the Guarantors are authorized to execute and deliver
this First Supplemental Indenture; and 
 WHEREAS, this First Supplemental Indenture has been duly authorized by all necessary corporate or
other action on the part of the Trustee, the Company and each of the Guarantors. 
 NOW, THEREFORE, for and in consideration of the foregoing
premises and for good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually covenanted and agreed, for the equal and ratable benefit of the Holders of the Notes, as follows: 
 SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture. 

SECTION 2. Assumption by the Company. The Company hereby assumes the obligations of the Issuer for the due and punctual payment of the
principal of, premium, if any, and interest on all outstanding Notes issued pursuant to the Indenture and the performance and observance of each other obligation and covenant set forth in the Indenture to be performed or observed on the part of the
Issuer. The Company is hereby substituted for, and may exercise every right and power of, the Issuer under the Indenture with the same effect as if the Company 









 
had been named as the Issuer in the Indenture, and the Company is a successor company under the Indenture. 
 SECTION 3. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby. 
 SECTION 4. The Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities
are assumed, or shall be construed to be assumed by the Trustee by reason of this First Supplemental Indenture. This First Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the
Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. In entering into this First Supplemental Indenture, the Trustee shall be entitled to the
benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. 
 SECTION 5. Notices. For purposes of the Indenture, the address for notices to the Company shall be as set forth below: 
 Freescale Semiconductor, Inc. 
 6501 William
Cannon Drive West 
 Austin, TX 78735 
 Attention: General Counsel 
 SECTION 6. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7. Counterparts. The parties may sign any number of
copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 SECTION 8. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction of this First Supplemental Indenture. 
 [Signatures on following page] 
  

 2 









 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all
as of the date first above written. 
  

			
	FREESCALE SEMICONDUCTOR, INC.
		
	by	 	/s/ Alan Campbell
		 	Name: Alan Campbell
		 	Title: President and Chief Executive Officer


  

			
	FREESCALE ACQUISITION HOLDINGS CORP.
		
	by	 	/s/ Alan Campbell
		 	Name: Alan Campbell
		 	Title: President and Chief Executive Officer


  

			
	 FREESCALE HOLDINGS (BERMUDA) I, LTD.
 FREESCALE HOLDINGS (BERMUDA) II, LTD.
 FREESCALE HOLDINGS (BERMUDA) III, LTD.
 FREESCALE HOLDINGS (BERMUDA) IV, LTD.

		
	by	 	/s/ Alan Campbell
		 	Name: Alan Campbell
		 	Title: President and Chief Executive Officer


 Signature Page to Supplemental Indenture (Senior Subordinated Notes) 









			
	THE BANK OF NEW YORK,
AS TRUSTEE
		
	by	 	/s/ Mary LaGumina
		 	Name: Mary LaGumina
		 	Title: Vice President


 Signature Page to Supplemental Indenture (Senior Subordinated Notes) 








 EXHIBIT A 
 Guarantors 
 Freescale Acquisition Holdings Corp. 
 Freescale Holdings (Bermuda) I, Ltd. 
 Freescale Holdings (Bermuda) II, Ltd. 
 Freescale Holdings (Bermuda) III, Ltd. 
 Freescale Holdings (Bermuda) IV, Ltd.