exhibit47registrationrig






Exhibit 4.7       NXP B.V.  NXP Funding LLC  Registration Rights Agreement  $1,000,000,000 4.875% Senior Notes Due 2024  $500,000,000 5.350% Senior Notes Due 2026  $500,000,000 5.550% Senior Notes Due 2028      December 6, 2018  This Registration Rights Agreement dated December 6, 2018 (this “Agreement”)  is entered into by and among NXP B.V., a private limited liability company (besloten  vennootschap) incorporated and existing under the laws of the Netherlands (the  “Company”), NXP Funding LLC, a Delaware limited liability company (together with  the Company, the “Issuers”), NXP Semiconductors N.V., the Company’s holding  company (the “Parent”), NXP Semiconductors Netherlands B.V. and NXP USA, Inc.  (together with the Parent, the “Guarantors”) and Barclays Capital Inc. and Credit Suisse  Securities (USA) LLC, as representatives (the “Representatives”) of the several  purchasers named in Schedules I to the Purchase Agreement (as defined below) (the  “Initial Purchasers”).  The Issuers, the Guarantors and the Initial Purchasers are parties to the Purchase  Agreement dated December 3, 2018 (the “Purchase Agreement”), which provides for the  sale by the Issuers to the Initial Purchasers of $1,000,000,000 aggregate principal amount  of the Issuers’ 4.875% Senior Notes due 2024 (the “2024 Notes”), $500,000,000  aggregate principal amount of the Issuers’ 5.350% Senior Notes due 2026 (the “2026  Notes”) and $500,000,000 aggregate principal amount of the Issuers’ 5.550% Senior  Notes due 2028 (the “2028 Notes” and, together with the 2024 Notes and the 2026 Notes,  the “Notes”), which will be guaranteed on an unsecured senior basis by each of the  Guarantors (the “Guarantees” and together with the Notes, the “Securities”).  Each of the  2024 Notes, the 2026 Notes and the 2028 Notes are sometimes referred to herein as a  “Series” of Notes, and each of the 2024 Notes, the 2026 Notes and the 2028 Notes,  together with the related Guarantees thereof, are sometimes referred to herein as a  “Series” of Securities.  As an inducement to the Initial Purchasers to enter into the  Purchase Agreement, the Issuers and the Guarantors have agreed to provide to the Initial  Purchasers and their direct and indirect transferees the registration rights set forth in this  Agreement.  The execution and delivery of this Agreement is a condition to the closing  under the Purchase Agreement.  In consideration of the foregoing, the parties hereto agree as follows:  1. Definitions.  As used in this Agreement, the following terms shall have the  following meanings:  “Additional Interest” shall have the meaning set forth in Section 2(d) hereof.  





 






Exhibit 4.7  2     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on  which banking institutions in London, United Kingdom or New York, New York are  authorized or required by law to close.  For purposes of this Agreement, if the day on  which any deadline specified in this Agreement expires is not a Business Day, such  deadline shall be deemed to expire on the next succeeding Business Day.  “Company” shall have the meaning set forth in the preamble and shall also  include the Company’s successors.  “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended  from time to time.  “Exchange Act Report” shall mean any report to be filed by the Parent, any of the  other Guarantors or the Issuers under the Exchange Act.  “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.  “Exchange Offer” shall mean the exchange offer by the Issuers and the  Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a)  hereof.  “Exchange Offer Registration” shall mean a registration under the Securities Act  effected pursuant to Section 2(a) hereof.  “Exchange Offer Registration Statement” shall mean an exchange offer  registration statement on Form F-4 (or, if applicable, on another appropriate form) and all  amendments and supplements to such registration statement, in each case including the  Prospectus contained therein or deemed a part thereof, all exhibits thereto and any  document incorporated by reference therein. For the avoidance of doubt, any such  Exchange Offer Registration Statement may cover, at the Company’s option, any debt  securities issued in exchange for other debt securities of the Issuers.  “Exchange Securities” shall mean, with respect to the Registrable Securities of  each Series, senior notes issued by the Issuers and guaranteed by the Guarantors under  the Indenture containing terms identical to the Securities of such Series (except that the  Exchange Securities will not be subject to restrictions on transfer or to any increase in  annual interest rate for failure to comply with this Agreement) and to be offered to  Holders of Securities of such Series in exchange for Securities of such Series pursuant to  the Exchange Offer.  “FINRA” means the Financial Industry Regulatory Authority, Inc.  “Free Writing Prospectus” means each free writing prospectus (as defined in Rule  405 under the Securities Act) prepared by or on behalf of the Issuers or used or referred  to by the Issuers in connection with the sale of the Securities or the Exchange Securities.  “Holders” shall mean the Initial Purchasers, for so long as they own any  Registrable Securities, and each of their successors, assigns and direct and indirect  





 






Exhibit 4.7  3     transferees who become owners of Registrable Securities under the Indenture; provided  that, for purposes of Section 4 and Section 5 hereof, the term “Holders” shall include  Participating Broker-Dealers.  “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.  “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.  “Indenture” shall mean the Indenture relating to the Securities dated as of  December 6, 2018, among the Issuers, the Guarantors and Deutsche Bank Trust  Company Americas, as trustee, as the same may be supplemented or amended from time  to time in accordance with the terms thereof.  “Initial Purchasers” shall have the meaning set forth in the preamble.  “Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.  “Issuers” shall have the meaning set forth in the preamble.  “Majority Holders” shall mean, with respect to any Series of Registrable  Securities or all Series of Registrable Securities, as applicable, the Holders of a majority  of the aggregate principal amount of the outstanding Registrable Securities of such  Series; provided that whenever the consent or approval of Holders of a specified  percentage of Registrable Securities of such Series is required hereunder, any Registrable  Securities of such Series owned directly or indirectly by the Issuers or any of their  controlled affiliates shall not be counted in determining whether such consent or approval  was given by the Holders of such required percentage or amount; and provided, further,  that if the Issuers shall issue any additional Securities under the Indenture prior to  consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf  Registration Statement, such additional Securities of such Series and the Registrable  Securities of such Series to which this Agreement relates shall be treated together as one  class for purposes of determining whether the consent or approval of Holders of a  specified percentage of Registrable Securities has been obtained.  “Notice and Questionnaire” shall mean a notice of registration statement and  selling security holder questionnaire distributed to a Holder by the Issuers upon receipt of  a Shelf Request from such Holder.  “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a)  hereof.  “Participating Holder” shall mean any Holder of Registrable Securities that has  returned a completed and signed Notice and Questionnaire to the Issuers in accordance  with Section 2(b) hereof.  “Person” shall mean an individual, partnership, limited liability company,  corporation, trust or unincorporated organization, or a government or agency or political  subdivision thereof.  





 






Exhibit 4.7  4     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and  regulations of the Securities Act, deemed a part of, a Registration Statement, including  any preliminary prospectus, and any such prospectus as amended or supplemented by any  prospectus supplement, including a prospectus supplement with respect to the terms of  the offering of any portion of the Registrable Securities or other securities covered by a  Shelf Registration Statement, and by all other amendments and supplements to such  prospectus, and in each case including any document incorporated by reference therein.  “Purchase Agreement” shall have the meaning set forth in the preamble.  “Registrable Securities” shall mean the Securities; provided that any Securities  shall cease to be Registrable Securities at the earliest date (i) when a Registration  Statement with respect to such Securities has become effective under the Securities Act  and such Securities have been exchanged or disposed of pursuant to such Registration  Statement, (ii) when such Securities cease to be outstanding or (iii) except in the case of  Securities that otherwise remain Registrable Securities and that are held by an Initial  Purchaser and that are ineligible to be exchanged in the Exchange Offer, when the  Exchange Offer is consummated.  “Registration Default” shall mean, as to any Series of Notes, the occurrence of  any of the following: (i) the Exchange Offer, with respect to such Series of Notes, is not  completed on or prior to the Target Registration Date, (ii) the Shelf Registration  Statement, with respect to such Series of Notes, if required pursuant to Section 2(b)(i)  hereof, has not become effective on or prior to the Target Registration Date, (iii) if the  Issuers receive a Shelf Request pursuant to Section 2(b)(ii), the Shelf Registration  Statement required to be filed thereby has not become effective by the later of (a) the  Target Registration Date and (b) 90 days after delivery of such Shelf Request, or (iv) the  Shelf Registration Statement, if required by this Agreement, has become effective and  thereafter ceases to be effective or the Prospectus contained therein ceases to be usable,  in each case whether or not permitted by this Agreement, (a) at any time in any 12-month  period during the Shelf Effectiveness Period, and such failure to remain effective or  usable exists for more than 90 days (whether or not consecutive) in any 12-month period,  or (b) on more than two occasions in any 12-month period during the Shelf Effectiveness  Period.  “Registration Expenses” shall mean any and all reasonable expenses incident to  performance of or compliance by the Issuers and the Guarantors with this Agreement,  including without limitation: (i) all SEC, stock exchange or FINRA registration and filing  fees, (ii) all fees and expenses incurred in connection with compliance with state  securities or blue sky laws (including reasonable fees and disbursements of counsel for  any Underwriters or Holders in connection with blue sky qualification of any Exchange  Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or  assisting in preparing, word processing, printing and distributing any Registration  Statement, any Prospectus, any Free Writing Prospectus and any amendments or  supplements thereto, any underwriting agreements, securities sales agreements or other  similar agreements and any other documents relating to the performance of and  compliance with this Agreement, (iv) all rating agency fees, (v) all fees and  





 






Exhibit 4.7  5     disbursements relating to the qualification of the Indenture under applicable securities  laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and  disbursements of counsel for the Issuers and the Guarantors and, in the case of a Shelf  Registration Statement, the fees and disbursements of one counsel for the Participating  Holders (which counsel shall be selected by the Participating Holders holding a majority  of the aggregate principal amount of Registrable Securities held by such Participating  Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the  fees and disbursements of the independent registered public accountants of the Issuers  and the Guarantors, including the expenses of any special audits or “comfort” letters  required by or incident to the performance of and compliance with this Agreement, but  excluding in all cases fees and expenses of counsel to the Underwriters (other than fees  and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and  commissions, brokerage commissions and transfer taxes, if any, relating to the sale or  disposition of Registrable Securities by a Holder.  “Registration Statement” shall mean any registration statement of the Issuers and  the Guarantors that covers any of the Exchange Securities, Registrable Securities or other  securities in accordance with the terms of this Agreement and all amendments and  supplements to any such registration statement, including post-effective amendments, in  each case including the Prospectus contained therein or deemed a part thereof, all exhibits  thereto and any document incorporated by reference therein.  “Representatives” shall have the meaning set forth in the preamble.  “SEC” shall mean the United States Securities and Exchange Commission.  “Securities” shall have the meaning set forth in the preamble.  “Securities Act” shall mean the Securities Act of 1933, as amended from time to  time.  “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b)  hereof.   “Shelf Registration” shall mean a registration effected pursuant to Section 2(b)  hereof.  “Shelf Registration Statement” shall mean a “shelf” registration statement of the  Issuers and the Guarantors that covers all or a portion of the Registrable Securities and, at  the Company’s option, any other debt securities issued by the Issuers from time to time  on an appropriate form under Rule 415 under the Securities Act, or any similar rule that  may be adopted by the SEC, and all amendments and supplements to such registration  statement, including post-effective amendments, in each case including the Prospectus  contained therein or deemed a part thereof, all exhibits thereto and any document  incorporated by reference therein.  “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.  





 






Exhibit 4.7  6     “Staff” shall mean the staff of the SEC.  “Target Registration Date” shall mean June 30, 2022.  “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended  from time to time.  “Trustee” shall mean the trustee with respect to the Securities under the Indenture.  “Underwriter” shall have the meaning set forth in Section 3(e) hereof.  “Underwritten Offering” shall mean an offering in which Registrable Securities  are sold to an Underwriter for reoffering to the public.  2. Registration Under the Securities Act.  (a) To the extent not prohibited by any applicable law or the SEC or  applicable interpretations of the Staff, the Issuers and the Guarantors shall prepare and  use their commercially reasonable efforts to (x) cause to be filed an Exchange Offer  Registration Statement covering an offer to the Holders to exchange all the Registrable  Securities for Exchange Securities and (y) have such Registration Statement become and  remain effective until 90 days after the last Exchange Date for use by one or more  Participating Broker-Dealers.  The Issuers and the Guarantors shall commence the Exchange Offer by mailing or  otherwise transmitting, in compliance with the applicable procedures of the depositary for  such Registrable Securities, the related Prospectus, appropriate letters of transmittal and  other accompanying documents to each Holder stating, in addition to such other  disclosures as are required by applicable law, substantially the following:  (i) that the Exchange Offer is being made pursuant to this Agreement  and that all Registrable Securities validly tendered and not properly withdrawn  will be accepted for exchange;  (ii) the period of acceptance for exchange (which shall be a period of  at least 20 Business Days from the date such notice is mailed or otherwise  transmitted) (the “Exchange Dates”);  (iii) that any Registrable Security not tendered will remain outstanding  and continue to accrue interest but will not retain any rights under this Agreement,  except as otherwise specified herein;  (iv) that any Holder electing to have a Registrable Security exchanged  pursuant to the Exchange Offer will be required to (A) surrender such Registrable  Security, together with the appropriate letters of transmittal, to the institution and  at the address and in the manner specified in the notice, or (B) effect such  exchange otherwise in compliance with the applicable procedures of the  





 






Exhibit 4.7  7     depositary for such Registrable Security, in each case on or prior to the last  Exchange Date; and  (v) that any Holder will be entitled to withdraw its election, not later  than the last Exchange Date, by (A) sending to the institution and at the address  specified in the notice, facsimile transmission or letter setting forth the name of  such Holder, the principal amount of Registrable Securities delivered for  exchange and a statement that such Holder is withdrawing its election to have  such Securities exchanged or (B) effecting such withdrawal in compliance with  the applicable procedures of the depositary for the Registrable Securities.  As a condition to participating in the Exchange Offer, a Holder will be required to  represent to the Issuers and the Guarantors that (1) any Exchange Securities to be  received by it will be acquired in the ordinary course of its business, (2) at the time of the  commencement of the Exchange Offer it has no arrangement or understanding with any  Person to participate in the distribution (within the meaning of the Securities Act) of the  Exchange Securities in violation of the provisions of the Securities Act, (3) it is not an  “affiliate” (within the meaning of Rule 405 under the Securities Act) of any Issuer or  Guarantor and (4) if such Holder is a broker-dealer that will receive Exchange Securities  for its own account in exchange for Registrable Securities that were acquired as a result  of market-making or other trading activities, then such Holder will deliver a Prospectus  (or, to the extent permitted by law, make available a Prospectus to purchasers) in  connection with any resale of such Exchange Securities.  As soon as practicable after the last Exchange Date, the Issuers and the  Guarantors shall:  (I) accept for exchange Registrable Securities or portions thereof  validly tendered and not properly withdrawn pursuant to the Exchange Offer; and  (II) deliver, or cause to be delivered, to the Trustee for cancellation all  Registrable Securities or portions thereof so accepted for exchange by the Issuers  and issue, and cause the Trustee to promptly authenticate and deliver to each  Holder, Exchange Securities equal in principal amount to the principal amount of  the Registrable Securities tendered by such Holder.  The Issuers and the Guarantors shall use their commercially reasonable efforts to  complete the Exchange Offer as provided above and shall comply with the applicable  requirements of the Securities Act, the Exchange Act and other applicable laws and  regulations in connection with the Exchange Offer.  (b) (i) In the event that the Issuers and the Guarantors determine that the  Exchange Offer Registration provided for in Section 2(a) hereof would violate any  applicable law or is prohibited by the SEC or applicable interpretations of the Staff or (ii)  upon receipt of a written request (a “Shelf Request”) from any Initial Purchaser  representing that it holds Registrable Securities that are or were ineligible to be  exchanged in the Exchange Offer, the Issuers and the Guarantors shall use their  





 






Exhibit 4.7  8     commercially reasonable efforts to cause to be filed as soon as practicable after such  determination or Shelf Request, as the case may be, a Shelf Registration Statement  providing for the sale of all the Registrable Securities by the Holders thereof and to have  such Shelf Registration Statement become effective; provided that no Holder will be  entitled to have any Registrable Securities included in any Shelf Registration Statement,  or entitled to use the prospectus forming a part of such Shelf Registration Statement, until  such Holder shall have delivered a completed and signed Notice and Questionnaire and  provided such other information regarding such Holder to the Issuers as is contemplated  by Section 3(b) hereof.  In the event that the Issuers and the Guarantors are required to file a Shelf  Registration Statement pursuant to clause (ii) of the preceding paragraph, the Issuers and  the Guarantors shall use their commercially reasonable efforts to file and have become  effective both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof  with respect to all Registrable Securities and a Shelf Registration Statement (which may  be a combined Registration Statement with the Exchange Offer Registration Statement)  with respect to offers and sales of Registrable Securities held by the Initial Purchasers  after completion of the Exchange Offer.  The Issuers and the Guarantors agree to use their commercially reasonable efforts  to keep the Shelf Registration Statement, if required, continuously effective until the  earliest of (x) the date the Securities cease to be Registrable Securities, (y) the date that is  one year after the effective date of such Shelf Registration Statement and (z) the date  when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the  Issuers, are able to sell such Securities without restriction, and without reliance as to the  availability of current public information, pursuant to Rule 144 promulgated under the  Securities Act (the “Shelf Effectiveness Period”).  The Issuers and the Guarantors further  agree to supplement or amend the Shelf Registration Statement, the related Prospectus  and any Free Writing Prospectus if required by the rules, regulations or instructions  applicable to the registration form used by the Issuers for such Shelf Registration  Statement or by the Securities Act or by any other rules and regulations thereunder or if  reasonably requested by a Participating Holder of Registrable Securities with respect to  information relating to such Participating Holder, and to use their commercially  reasonable efforts to cause any such amendment to become effective, if required, and  such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case  may be, to become usable as soon as thereafter practicable subject to Section 3(d) below.   The Issuers and the Guarantors agree to furnish to the Participating Holders copies of any  such supplement or amendment promptly after its being used or filed with the SEC.  (c) The Issuers and the Guarantors shall pay all Registration Expenses in  connection with any registration pursuant to Section 2(a) or Section 2(b) hereof.  Each  Holder shall pay all underwriting discounts and commissions, brokerage commissions  and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable  Securities pursuant to the Exchange Offer Registration Statement and the Shelf  Registration Statement.  





 






Exhibit 4.7  9     (d) If a Registration Default occurs with respect to the Registrable Securities  of a Series, the interest rate on the Registrable Securities of such Series will be increased  by (i) 0.25% per annum for the first 90-day period beginning on the day of such  Registration Default and (ii) an additional 0.25% per annum with respect to each  subsequent 90-day period, in each case until, but not including, the date such Registration  Default ends, up to a maximum increase of 0.50% per annum (such interest referred to in  clauses (i) and (ii) above, “Additional Interest”).  A Registration Default, with respect to  the Registrable Securities of a Series, ends when the Securities of such Series cease to be  Registrable Securities or, if earlier, (1) in the case of a Registration Default under clause  (i) of the definition thereof, when the Exchange Offer is completed, (2) in the case of a  Registration Default under clause (ii) or clause (iii) of the definition thereof, when the  Shelf Registration Statement becomes effective or (3) in the case of a Registration  Default under clause (iv) or clause (v) of the definition thereof, when the Shelf  Registration Statement again becomes effective or the Prospectus again becomes usable.   If at any time more than one Registration Default has occurred and is continuing, then,  until the next date that there is no Registration Default, the increase in interest rate  provided for by this paragraph shall apply as if there occurred a single Registration  Default that begins on the date that the earliest such Registration Default occurred and  ends on such next date that there is no Registration Default.    (e) It is acknowledged that the interest rate increase set forth in Section 2(d)  hereof is the sole remedy for any default hereunder.  3. Registration Procedures.  (a) In connection with their obligations pursuant to Section 2(a) and Section  2(b) hereof, the Issuers and the Guarantors shall:  (i) prepare and file with the SEC a Registration Statement on the  appropriate form under the Securities Act, which form (A) shall be selected by the  Issuers and the Guarantors, (B) shall, in the case of a Shelf Registration, be  available for the sale of the Registrable Securities by the Holders thereof and (C)  shall comply as to form in all material respects with the requirements of the  applicable form and include all financial statements required by the SEC to be  filed therewith; and use their commercially reasonable efforts to cause such  Registration Statement to become effective and remain effective for the applicable  period in accordance with Section 2 hereof;  (ii) subject to Section 3(d) below, (A) prepare and file with the SEC  such amendments and post-effective amendments to each Registration Statement  as may be necessary to keep such Registration Statement effective for the  applicable period in accordance with Section 2 hereof and cause each Prospectus  to be supplemented by any required prospectus supplement and, as so  supplemented, to be filed pursuant to Rule 424 under the Securities Act; and  (B) keep each Prospectus current during the period described in Section 4(3) of,  and Rule 174 under, the Securities Act that is applicable to transactions by  





 






Exhibit 4.7  10     brokers or dealers with respect to the Registrable Securities or Exchange  Securities;  (iii) to the extent any Free Writing Prospectus is used, file with the  SEC any Free Writing Prospectus that is required to be filed by the Issuers or the  Guarantors with the SEC in accordance with the Securities Act and to retain any  Free Writing Prospectus not required to be filed;  (iv) in the case of a Shelf Registration, furnish to each Participating  Holder, to counsel for the Initial Purchasers, to counsel for such Participating  Holders and to each Underwriter of an Underwritten Offering of Registrable  Securities, if any, without charge, as many copies of each Prospectus, each  preliminary prospectus or Free Writing Prospectus, if any, and any amendment or  supplement thereto, as such Participating Holder, counsel or Underwriter may  reasonably request in order to facilitate the sale or other disposition of the  Registrable Securities thereunder; and, subject to Section 3(c) hereof, the Issuers  and the Guarantors consent to the use of such Prospectus, preliminary prospectus  or such Free Writing Prospectus and any amendment or supplement thereto in  accordance with applicable law by each of the Participating Holders and any such  Underwriters in connection with the offering and sale of the Registrable Securities  covered by and in the manner described in such Prospectus, preliminary  prospectus or such Free Writing Prospectus or any amendment or supplement  thereto in accordance with applicable law;  (v) in the case of a Shelf Registration, use their commercially  reasonable efforts to register or qualify the Registrable Securities under all  applicable state securities or blue sky laws of such jurisdictions as any  Participating Holder shall reasonably request in writing by the time the applicable  Registration Statement becomes effective; cooperate with such Participating  Holders in connection with any filings required to be made with FINRA; and do  any and all other acts and things that may be reasonably necessary or advisable to  enable each Participating Holder to complete the disposition in each jurisdiction  of the Registrable Securities owned by such Participating  Holder; provided that  none of the Issuers or Guarantors shall be required to (1) qualify as a foreign  corporation or other entity or as a dealer in securities in any such jurisdiction  where it would not otherwise be required to so qualify, (2) file any general  consent to service of process in any such jurisdiction or (3) subject itself to  taxation in any such jurisdiction if it is not so subject or otherwise incur  unreasonable expense;  (vi) in the case of a Shelf Registration, notify counsel for the Initial  Purchasers and notify each Participating Holder and counsel for such Participating  Holders promptly and, if requested by any such Participating Holder or counsel,  confirm such advice in writing (1) when a Registration Statement has become  effective, when any post-effective amendment thereto has been filed and becomes  effective, when any Free Writing Prospectus has been filed or any amendment or  supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of  





 






Exhibit 4.7  11     any request by the SEC or any state securities authority for amendments and  supplements to a Registration Statement, Prospectus or any Free Writing  Prospectus or for additional information after the Registration Statement has  become effective, (3) of the issuance by the SEC or any state securities authority  of any stop order suspending the effectiveness of a Registration Statement or the  initiation of any proceedings for that purpose, including the receipt by the Issuers  of any notice of objection of the SEC to the use of a Shelf Registration Statement  or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the  Securities Act, (4) if, between the applicable effective date of a Shelf Registration  Statement and the closing of any sale of Registrable Securities covered thereby,  any Issuer or Guarantor receives any notification with respect to the suspension of  the qualification of the Registrable Securities for sale in any jurisdiction or the  initiation of any proceeding for such purpose, (5) of the happening of any event  during the period a Registration Statement is effective that makes any statement  made in such Registration Statement or the related Prospectus or any Free Writing  Prospectus untrue in any material respect or that requires the making of any  changes in such Registration Statement or Prospectus or any Free Writing  Prospectus in order to make the statements therein not misleading and (6) of any  determination by any Issuer or Guarantor that a post-effective amendment to a  Registration Statement or any amendment or supplement to the Prospectus or any  Free Writing Prospectus would be appropriate;  (vii) subject to Section 3(d) below, use their commercially reasonable  efforts to obtain the withdrawal of any order suspending the effectiveness of a  Registration Statement or, in the case of a Shelf Registration, the resolution of any  objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act,  including by filing an amendment to such Registration Statement on the proper  form, at the earliest possible moment and provide immediate notice to each  Holder or Participating Holder of the withdrawal of any such order or such  resolution;  (viii) in the case of a Shelf Registration, furnish to each Participating  Holder upon request, without charge, at least one conformed copy of each  Registration Statement and any post-effective amendment thereto (without any  documents incorporated therein by reference or exhibits thereto, unless  requested);  (ix) in the case of a Shelf Registration, cooperate with the Participating  Holders to facilitate the timely preparation and delivery of certificates  representing Registrable Securities to be sold and not bearing any restrictive  legends and enable such Registrable Securities to be issued in such denominations  and registered in such names (consistent with the provisions of the Indenture) as  such Participating Holders may reasonably request at least one Business Day prior  to the closing of any sale of Registrable Securities;  (x) upon the occurrence of any event contemplated by Section  3(a)(vi)(5) hereof, subject to Section 3(d) below, use their commercially  





 






Exhibit 4.7  12     reasonable efforts to prepare and file with the SEC a supplement or post-effective  amendment to the applicable Exchange Offer Registration Statement or Shelf  Registration Statement or the related Prospectus or any Free Writing Prospectus  or any document incorporated therein by reference or file any other required  document so that, as thereafter delivered (or, to the extent permitted by law, made  available) to purchasers of the Registrable Securities, such Prospectus or Free  Writing Prospectus, as the case may be, will not contain any untrue statement of a  material fact or omit to state a material fact necessary to make the statements  therein, in the light of the circumstances under which they were made, not  misleading; and the Issuers shall notify the Participating Holders (in the case of a  Shelf Registration Statement) and the Initial Purchasers and any Participating  Broker-Dealers known to the Issuers (in the case of an Exchange Offer  Registration Statement) to suspend use of the Prospectus or any Free Writing  Prospectus as promptly as practicable after the occurrence of such an event, and  such Participating Holders, such Participating Broker-Dealers and the Initial  Purchasers, as applicable, hereby agree to suspend use of the Prospectus or any  Free Writing Prospectus, as the case may be, upon receipt of such notice from the  Issuers until the Issuers and the Guarantors have amended or supplemented the  Prospectus or the Free Writing Prospectus, as the case may be, to correct such  misstatement or omission;  (xi) the Issuers and the Guarantors shall not, at any time after initial  filing of a Registration Statement, use or file any Prospectus, any Free Writing  Prospectus, any amendment of or supplement to a Registration Statement or a  Prospectus or a Free Writing Prospectus, or any document that is to be  incorporated by reference into a Registration Statement (other than an Exchange  Act Report), a Prospectus or a Free Writing Prospectus, of which the Initial  Purchasers and their counsel (and, in the case of a Shelf Registration Statement,  the Participating Holders and their counsel) shall not have previously been  advised and furnished a copy or to which the Initial Purchasers or their counsel or  the Participating Holders or their counsel shall reasonably object;  (xii) obtain a CUSIP number for all Exchange Securities or Registrable  Securities, as the case may be, not later than the initial effective date of a  Registration Statement;  (xiii) cause the Indenture to be qualified under the Trust Indenture Act in  connection with the registration of the Exchange Securities or Registrable  Securities, as the case may be; cooperate with the Trustee and the Holders to  effect such changes to the Indenture as may be required for the Indenture to be so  qualified in accordance with the terms of the Trust Indenture Act; and execute,  and use their commercially reasonable efforts to cause the Trustee to execute, all  documents as may be required to effect such changes and all other forms and  documents required to be filed with the SEC to enable the Indenture to be so  qualified in a timely manner;  





 






Exhibit 4.7  13     (xiv) in the case of a Shelf Registration, make available for inspection  by one representative of the Participating Holders and any Underwriter  participating in any disposition pursuant to such Shelf Registration Statement (any  such Person, an “Inspector”), at reasonable times and in a reasonable manner, all  pertinent financial and other records, documents and properties of the Parent and  its subsidiaries; provided that an Inspector shall be required to execute a  customary confidentiality agreement subject to customary exceptions for  information provided to financial institutions in connection with information  provided for due diligence purposes in connection with a securities offering;  (xv) if reasonably requested by any Participating Holder, promptly  include in a Prospectus supplement or post-effective amendment such information  with respect to such Participating Holder as such Participating Holder reasonably  requests to be included therein and make all required filings of such Prospectus  supplement or such post-effective amendment as soon as the Issuers have  received notification of the matters to be so included in such filing; and  (xvi) in the case of a Shelf Registration, enter into such customary  agreements and take all such other actions in connection therewith reasonably  requested by the majority of Holders in order to expedite or facilitate the  disposition of such Registrable Securities including, but not limited to, an  Underwritten Offering, and, if entering into an underwriting agreement, make  such representations and warranties in form, substance and scope as are  customarily made by issuers to underwriters in similar underwritten offerings  (consistent with the Purchase Agreement), and take all such other commercially  reasonable actions in connection therewith in order to expedite or facilitate the  disposition of the Registrable Securities pursuant to any Registration Statement  contemplated by this Agreement, all to such extent as may be reasonably  requested by any Initial Purchaser or by any Holder of Registrable Securities or  underwriter in connection with any sale or resale pursuant to any Registration  Statement contemplated by this Agreement; and if an underwriting or similar  agreement is entered into in connection with an Underwritten Offering, the Issuers  shall use commercially reasonable efforts to:  (I) furnish to each Initial Purchaser, each selling Holder and each  underwriter, if any, in such form, substance and scope as they may reasonably  request and as are customarily made by issuers to underwriters in primary  underwritten offerings:  (a) a certificate signed by (y) the Chief Executive  Officer of the Parent or (z) the Chief Financial  Officer of the Parent, confirming, as of the date  thereof, such matters as such Holders may  reasonably request;  (b) an opinion of counsel for the Issuers and the  Guarantors, covering such customary matters as  





 






Exhibit 4.7  14     such parties may reasonably request, and in any  event including a customary negative assurance  letter; and  (c) a customary comfort letter from the Parent’s  independent accountants, or such other applicable  independent accountants in the customary form and  covering matters of the type customarily covered in  comfort letters to underwriters in connection with  underwritten offerings, and affirming the matters set  forth in the comfort letters delivered pursuant to  Section 5(f) of the Purchase Agreement; and  (II) deliver such other customary documents and certificates as may be  reasonably requested by such parties to evidence compliance with Section  3(a)(xvi)(I) hereof and with any customary conditions contained in the  underwriting agreement or other agreement entered into by the Issuers pursuant to  this Section 3(a)(xvi), if any.  (b) In the case of a Shelf Registration Statement, the Issuers may require, as a  condition to including a Holder’s Registrable Securities in the Registration Statement,  each Holder of Registrable Securities to furnish to the Issuers a Notice and Questionnaire  and such other information regarding such Holder and the proposed disposition by such  Holder of such Registrable Securities as the Issuers and the Guarantors may from time to  time reasonably request in writing.  No Holder of Registrable Securities shall be entitled  to include any of its Registrable Securities in any Shelf Registration pursuant to this  Agreement unless such Holder furnishes to the Issuers in writing, within 20 days after  receipt of a written request therefor, such information as the Issuers may reasonably  request for inclusion in any Shelf Registration or Prospectus included therein, and no  such Holder shall be entitled to Additional Interest pursuant hereto following the  twentieth day after such request is received unless and until such Holder shall have  provided such information.  (c) Each Participating Holder agrees that, upon receipt of any notice from the  Issuers and the Guarantors of the happening of any event of the kind described in Section  3(a)(vi)(3) or Section 3(a)(vi)(5) hereof or any notice pursuant to Section 3(d), such  Participating Holder will forthwith discontinue disposition of Registrable Securities  pursuant to the Shelf Registration Statement until such Participating Holder’s receipt of  the copies of the supplemented or amended Prospectus and any Free Writing Prospectus  contemplated by Section 3(a)(x) hereof or notice that the period referred to in Section  3(d) has ended and, if so directed by the Issuers and the Guarantors, such Participating  Holder will deliver to the Issuers and the Guarantors all copies in its possession, other  than permanent file copies then in such Participating Holder’s possession, of the  Prospectus and any Free Writing Prospectus covering such Registrable Securities that is  current at the time of receipt of such notice.  





 






Exhibit 4.7  15     (d) The Issuers may postpone effecting a Shelf Registration (or the  maintenance of its effectiveness and usability) if the Issuers determine in good faith that  effecting the registration (or such maintenance of effectiveness and usability) would  materially and adversely affect an offering of securities of the Issuers or if the Issuers are  in possession of material non-public information the disclosure of which would not be in  the best interests of the Issuers. The Issuers and the Guarantors may give any such notice  only twice during any 365-day period and any such suspensions shall not exceed 90 days  in the aggregate during any 365-day period.  (e) The Participating Holders who desire to do so may sell such Registrable  Securities in an Underwritten Offering.  In any such Underwritten Offering, the  investment bank or investment banks and manager or managers (each an “Underwriter”)  that will administer the offering will be selected by the Holders of a majority in principal  amount of the Registrable Securities included in such offering and shall be reasonably  acceptable to the Issuers. All expenses of the Underwritten Offering (other than  Registration Expenses and expenses of the Parent and its subsidiaries) shall be borne by  the Participating Holders and the Underwriters, as agreed amongst them.  (f) Each Holder agrees that such Holder shall not take any action that would  result in the Issuers or Guarantors being required to file with the SEC a free writing  prospectus, as defined in Rule 405, as amended, under the Securities Act, prepared by or  on behalf of such Holder that otherwise would not be required to be filed by the Issuers  or Guarantors thereunder, but for the action of such Holder.  4. Participation of Broker-Dealers in Exchange Offer.  (a) The Staff has taken the position that any broker-dealer that receives  Exchange Securities for its own account in the Exchange Offer in exchange for Securities  that were acquired by such broker-dealer as a result of market-making or other trading  activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within  the meaning of the Securities Act and must deliver a prospectus meeting the requirements  of the Securities Act in connection with any resale of such Exchange Securities.  The Issuers and the Guarantors understand that it is the Staff’s position that if the  Prospectus contained in the Exchange Offer Registration Statement includes a plan of  distribution containing a statement to the above effect and the means by which  Participating Broker-Dealers may resell the Exchange Securities, without naming the  Participating Broker-Dealers or specifying the amount of Exchange Securities owned by  them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent  permitted by law, made available to purchasers) to satisfy their prospectus delivery  obligation under the Securities Act in connection with resales of Exchange Securities for  their own accounts, so long as the Prospectus otherwise meets the requirements of the  Securities Act.  (b) In light of the above, and subject to section 3(d), the Issuers and the  Guarantors agree to amend or supplement the Prospectus contained in the Exchange  Offer Registration Statement for a period of up to 90 days after the last Exchange Date, in  





 






Exhibit 4.7  16     order to expedite or facilitate the disposition of any Exchange Securities by Participating  Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above.   The Issuers and the Guarantors further agree that Participating Broker-Dealers shall be  authorized, subject to Section 3(d), to deliver such Prospectus (or, to the extent permitted  by law, make available) during such period in connection with the resales contemplated  by this Section 4.  (c) The Initial Purchasers shall have no liability to the Issuers, any Guarantor  or any Holder with respect to any amendment or supplement to the Prospectus contained  in the Exchange Offer Registration Statement made pursuant to Section 4(b) hereof.  5. Indemnification and Contribution.  (a) Each of the Issuers and Guarantors, jointly and severally, agree to  indemnify and hold harmless each Initial Purchaser and each Holder, their respective  affiliates, directors and officers and each Person, if any, who controls any Initial  Purchaser or any Holder within the meaning of Section 15 of the Securities Act or  Section 20 of the Exchange Act, from and against any and all losses, claims, damages and  liabilities (including, without limitation, reasonable legal fees and other expenses  incurred in connection with any suit, action or proceeding or any claim asserted, as such  fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1)  any untrue statement or alleged untrue statement of a material fact contained in any  Registration Statement or any omission or alleged omission to state therein a material fact  required to be stated therein or necessary in order to make the statements therein not  misleading, or (2) any untrue statement or alleged untrue statement of a material fact  contained in any Prospectus or any Free Writing Prospectus, or any omission or alleged  omission to state therein a material fact necessary in order to make the statements therein,  in the light of the circumstances under which they were made, not misleading, in each  case except insofar as such losses, claims, damages or liabilities arise out of, or are based  upon, any untrue statement or omission or alleged untrue statement or omission made in  reliance upon and in conformity with any information relating to any Initial Purchaser or  information relating to any Holder furnished to the Issuers and the Guarantors in writing  by or on behalf of such parties.  In connection with any Underwritten Offering permitted  by Section 3, the Issuers and the Guarantors, jointly and severally, will also indemnify  the Underwriters, if any, selling brokers, dealers and similar securities industry  professionals participating in the distribution, their respective affiliates and each Person  who controls such Persons (within the meaning of the Securities Act and the Exchange  Act) to the same extent and on the same bases as provided above with respect to the  indemnification of the Holders, if requested in connection with any Registration  Statement, any Prospectus or any Free Writing Prospectus.  (b) Each Holder agrees, severally and not jointly, to indemnify and hold  harmless the Issuers, the Guarantors, the Initial Purchasers and the other selling Holders,  the directors of the Issuers and the Guarantors, each officer of the Issuers and the  Guarantors who signed the Registration Statement and each Person, if any, who controls  the Issuers, the Guarantors, any Initial Purchaser and any other selling Holder within the  meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the  





 






Exhibit 4.7  17     same extent as the indemnity set forth in paragraph (a) above, but only with respect to  any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue  statement or omission or alleged untrue statement or omission made in reliance upon and  in conformity with any information relating to such Holder furnished to the Issuers and  the Guarantors in writing by such Holder expressly for use in any Registration Statement,  any Prospectus and any Free Writing Prospectus.  (c) If any suit, action, proceeding (including any governmental or regulatory  investigation), claim or demand shall be brought or asserted against any Person in respect  of which indemnification may be sought pursuant to either paragraph (a) or (b) above,  such Person (the “Indemnified Person”) shall promptly notify the Person against whom  such indemnification may be sought (the “Indemnifying Person”) in writing; provided  that the failure to notify the Indemnifying Person shall not relieve it from any liability  that it may have under paragraph (a) or (b) above except to the extent that it has been  materially prejudiced (through the forfeiture of substantive rights or defenses) by such  failure; and provided, further, that the failure to notify the Indemnifying Person shall not  relieve it from any liability that it may have to an Indemnified Person otherwise than  under paragraph (a) or (b) above.  If any such proceeding shall be brought or asserted  against an Indemnified Person and it shall have notified the Indemnifying Person thereof,  the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified  Person (who shall not, without the consent of the Indemnified Person (which consent  shall not be unreasonably withheld or delayed), be counsel to the Indemnifying Person) to  represent the Indemnified Person and any others entitled to indemnification pursuant to  this Section 5 that the Indemnifying Person may designate in such proceeding and shall  pay the fees and expenses of such proceeding and shall pay the fees and expenses of such  counsel related to such proceeding, as incurred.  In any such proceeding, any Indemnified  Person shall have the right to retain its own counsel, but the fees and expenses of such  counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying  Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the  Indemnifying Person has failed within a reasonable time to retain counsel reasonably  satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably  concluded that there may be legal defenses available to it that are different from or in  addition to those available to the Indemnifying Person; or (iv) the named parties in any  such proceeding (including any impleaded parties) include both the Indemnifying Person  and the Indemnified Person and representation of both parties by the same counsel would  be inappropriate due to actual or potential differing interests between them.  It is  understood and agreed that the Indemnifying Person shall not, in connection with any  proceeding or related proceeding in the same jurisdiction, be liable for the fees and  expenses of more than one separate firm (in addition to one local counsel per jurisdiction)  for all Indemnified Persons, and that all such fees and expenses shall be reasonable and  shall be reimbursed as they are incurred.  Any such separate firm (x) for any Initial  Purchaser, its affiliates, directors and officers and any control Persons of such Initial  Purchaser shall be designated in writing by the Representatives, (y) for any Holder, its  directors and officers and any control Persons of such Holder shall be designated in  writing by the Majority Holders for all applicable Series of Registrable Securities and (z)  in all other cases shall be designated in writing by the Issuers.  The Indemnifying Person  shall not be liable for any settlement of any proceeding effected without its written  





 






Exhibit 4.7  18     consent, but if settled with such consent or if there be a final judgment for the plaintiff,  the Indemnifying Person agrees to indemnify each Indemnified Person from and against  any loss or liability by reason of such settlement or judgment.  No Indemnifying Person  shall, without the written consent of the Indemnified Person, effect any settlement of any  pending or threatened proceeding in respect of which any Indemnified Person is or could  have been a party and indemnification could have been sought hereunder by such  Indemnified Person, unless such settlement (A) includes an unconditional release of such  Indemnified Person, in form and substance reasonably satisfactory to such Indemnified  Person, from all liability on claims that are the subject matter of such proceeding and (B)  does not include any statement as to or any admission of fault, culpability or a failure to  act by or on behalf of any Indemnified Person.  (d) If the indemnification provided for in paragraphs (a) and (b) above is  unavailable to an Indemnified Person or insufficient in respect of any losses, claims,  damages or liabilities referred to therein, then each Indemnifying Person under such  paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute  to the amount paid or payable by such Indemnified Person as a result of such losses,  claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative  benefits received by the Issuers and the Guarantors from the offering of the Securities and  the Exchange Securities, on the one hand, and by the Holders from receiving Securities or  Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the  allocation provided by clause (i) is not permitted by applicable law, in such proportion as  is appropriate to reflect not only the relative benefits referred to in clause (i) but also the  relative fault of the Issuers and the Guarantors on the one hand and the Holders on the  other in connection with the statements or omissions that resulted in such losses, claims,  damages or liabilities, as well as any other relevant equitable considerations.  The relative  fault of the Issuers and the Guarantors on the one hand and the Holders on the other shall  be determined by reference to, among other things, whether the untrue or alleged untrue  statement of a material fact or the omission or alleged omission to state a material fact  relates to information supplied by the Issuers and the Guarantors or by the Holders and  the parties’ relative intent, knowledge, access to information and opportunity to correct or  prevent such statement or omission.  (e) The Issuers, the Guarantors and the Holders agree that it would not be just  and equitable if contribution pursuant to this Section 5 were determined by pro rata  allocation (even if the Holders were treated as one entity for such purpose) or by any  other method of allocation that does not take account of the equitable considerations  referred to in paragraph (d) above.  The amount paid or payable by an Indemnified  Person as a result of the losses, claims, damages and liabilities referred to in paragraph  (d) above shall be deemed to include, subject to the limitations set forth above, any legal  or other expenses incurred by such Indemnified Person in connection with any such  action or claim.  Notwithstanding the provisions of this Section 5, in no event shall a  Holder be required to contribute any amount in excess of the amount by which the total  price at which the Securities or Exchange Securities sold by such Holder exceeds the  amount of any damages that such Holder has otherwise been required to pay by reason of  such untrue or alleged untrue statement or omission or alleged omission.  No Person  guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the  





 






Exhibit 4.7  19     Securities Act) shall be entitled to contribution from any Person who was not guilty of  such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to  this Section 5 are several and not joint.  (f) The remedies provided for in this Section 5 are not exclusive and shall not  limit any rights or remedies that may otherwise be available to any Indemnified Person at  law or in equity.  (g) The indemnity and contribution provisions contained in this Section 5  shall remain operative and in full force and effect regardless of (i) any termination of this  Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any  Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf  of the Issuers or the Guarantors or the officers or directors of or any Person controlling  the Issuers or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv)  any sale of Registrable Securities pursuant to a Shelf Registration Statement.  6. General.  (a) No Inconsistent Agreements.  The Issuers and the Guarantors represent,  warrant and agree that (i) the rights granted to the Holders hereunder do not in any way  conflict in any material respect with and are not inconsistent with the rights granted to the  holders of any other outstanding securities issued or guaranteed by any Issuer or  Guarantor under any other agreement and (ii) none of the Issuers or Guarantors have  entered into, or on or after the date of this Agreement will enter into, any agreement that  is inconsistent with the rights granted to the Holders of Registrable Securities in this  Agreement or otherwise conflicts in any material respect with the provisions hereof.  (b) Amendments and Waivers.  The provisions of this Agreement, including  the provisions of this sentence, may not be amended, modified or supplemented, and  waivers or consents to departures from the provisions hereof may not be given unless the  Issuers and the Guarantors have obtained the written consent of Holders of at least a  majority in aggregate principal amount of the outstanding Registrable Securities affected  by such amendment, modification, supplement, waiver or consent; provided that, with  respect to any amendment, modification supplement, waiver or consent to Section 5  above that directly or indirectly affects the rights of any Initial Purchaser hereunder, the  Issuers and the Guarantors shall obtain the written consent of each such Initial Purchaser  against which such amendment, modification, supplement, waiver or consent is to be  effective.  Any amendments, modifications, supplements, waivers or consents pursuant to  this Section 6(b) shall be by a writing executed by each of the parties hereto.  (c) Notices.  All notices and other communications provided for or permitted  hereunder shall be made in writing by hand-delivery, registered first-class mail,  telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most  current address given by such Holder to the Issuers by means of a notice given in  accordance with the provisions of this Section 6(c), which address initially is, with  respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to  the Issuers and the Guarantors, initially at the address set forth in the Purchase  





 






Exhibit 4.7  20     Agreement and thereafter at such other address, notice of which is given in accordance  with the provisions of this Section 6(c); and (iii) to such other persons at their respective  addresses as provided in the Purchase Agreement and thereafter at such other address,  notice of which is given in accordance with the provisions of this Section 6(c).  All such  notices and communications shall be deemed to have been duly given: at the time  delivered by hand, if personally delivered; five Business Days after being deposited in the  mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the  next Business Day if timely delivered to an air courier guaranteeing overnight delivery.   Copies of all such notices, demands or other communications shall be concurrently  delivered by the Person giving the same to the Trustee, at the address specified in the  Indenture.  (d) Successors and Assigns.  This Agreement shall inure to the benefit of and  be binding upon the successors, assigns and transferees of each of the parties, including,  without limitation and without the need for an express assignment, subsequent Holders;  provided that nothing herein shall be deemed to permit any assignment, transfer or other  disposition of Registrable Securities in violation of the terms of the Purchase Agreement  or the Indenture.  If any transferee of any Holder shall acquire Registrable Securities in  any manner, whether by operation of law or otherwise, such Registrable Securities shall  be held subject to all the terms of this Agreement, and by taking and holding such  Registrable Securities such Person shall be conclusively deemed to have agreed to be  bound by and to perform all of the terms and provisions of this Agreement and such  Person shall be entitled to receive the benefits hereof.  The Initial Purchasers (in their  capacity as Initial Purchasers) shall have no liability or obligation to the Issuers or the  Guarantors with respect to any failure by a Holder to comply with, or any breach by any  Holder of, any of the obligations of such Holder under this Agreement.  (e) Third Party Beneficiaries.  Each Holder shall be a third-party beneficiary  to the agreements made hereunder (excluding those agreements made in Section 5 hereto)  between the Issuers and the Guarantors, on the one hand, and the Initial Purchasers, on  the other hand, and shall have the right to enforce such agreements directly to the extent  it deems such enforcement necessary or advisable to protect its rights or the rights of  other Holders hereunder.  (f) Counterparts.  This Agreement may be executed in any number of  counterparts and by the parties hereto in separate counterparts (in the form of an original  or a facsimile or a “pdf” file), each of which when so executed shall be deemed to be an  original and all of which taken together shall constitute one and the same agreement.  (g) Headings.  The headings in this Agreement are for convenience of  reference only, are not a part of this Agreement and shall not limit or otherwise affect the  meaning hereof.  (h) Governing Law.  This Agreement, and any claim, controversy or dispute  arising under or related to this Agreement, shall be governed by and construed in  accordance with the internal laws of the State of New York.  





 






Exhibit 4.7  21     (i) Submission to Jurisdiction. Each of the Issuers and Guarantors irrevocably  submits to the non-exclusive jurisdiction of any New York State or United States Federal  court sitting in The City of New York (the “Specified Courts”) over any suit, action or  proceeding arising out of or relating to this Agreement (each, a “Related Proceeding”).   Each of the Issuers and Guarantors irrevocably waives, to the fullest extent permitted by  law, any objection that it may now or hereafter have to the laying of venue of any Related  Proceeding brought in such a court and any claim that any such Related Proceeding  brought in such a court has been brought in an inconvenient forum.  To the extent that the  Issuers and the Guarantors have or hereafter may acquire any immunity (on the grounds  of sovereignty or otherwise) from the jurisdiction of any court or from any legal process  with respect to itself or its property, each of the Issuers and Guarantors irrevocably  waives, to the fullest extent permitted by law, such immunity in respect of any Related  Proceeding. As a matter of Dutch law, the assets of the Company, and of each Guarantor  incorporated under the laws of The Netherlands, are not intended for public use  (openbare dienst) and as a result the Company, and each Guarantor incorporated under  the laws of The Netherlands, is not entitled to immunity from legal proceedings, nor are  its assets immune from execution.  Notwithstanding the foregoing, any action based on  this Agreement may be instituted by the Initial Purchasers in any competent court in The  Netherlands.  (j) Appointment of Agent for Service of Process. Each of the Issuers and  Guarantors hereby irrevocably appoints NXP Funding LLC as its agent for service of  process in any Related Proceeding and agrees that service of process in any such Related  Proceeding may be made upon it by courier and by certified mail (return receipt  requested), fees and postage prepaid, at the office of such agent.  Each of the Issuers and  Guarantors waives, to the fullest extent permitted by law, any other requirements of or  objections to personal jurisdiction with respect thereto.  Each of the Issuers and  Guarantors represents and warrants that such agent has agreed to act as such Issuer’s or  Guarantor’s agent for service of process, and each of the Issuers and Guarantors agrees to  take any and all action, including the filing of any and all documents and instruments,  that may be necessary to continue such appointment in full force and effect.  (k) Entire Agreement; Severability.  This Agreement contains the entire  agreement between the parties relating to the subject matter hereof and supersedes all oral  statements and prior writings with respect thereto.  If any term, provision, covenant or  restriction contained in this Agreement is held by a court of competent jurisdiction to be  invalid, void or unenforceable or against public policy, the remainder of the terms,  provisions, covenants and restrictions contained herein shall remain in full force and  effect and shall in no way be affected, impaired or invalidated.  The Issuers, the  Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace  the invalid, void or unenforceable provisions with valid provisions the economic effect of  which comes as close as possible to that of the invalid, void or unenforceable provisions.  [Signatures on following pages]    





 






Exhibit 4.7  [Signature Page to the Registration Rights Agreement]     IN WITNESS WHEREOF, the parties have executed this Agreement as of the  date first written above.  NXP B.V.  By: /s/ Jean Schreurs   Name: Jean Schreurs   Title: Authorized Signatory    NXP Funding LLC  By: /s/ Jean Schreurs   Name: Jean Schreurs   Title: Authorized Signatory    NXP Semiconductors N.V.  By: /s/ Jean Schreurs   Name: Jean Schreurs   Title: Authorized Signatory    NXP Semiconductors Netherlands B.V.  By: /s/ Jean Schreurs   Name: Jean Schreurs   Title: Authorized Signatory    NXP USA, Inc.  By: /s/ Jennifer Wuamett   Name: Jennifer Wuamett   Title: President     





 






Exhibit 4.7  [Signature Page to the Registration Rights Agreement]       Confirmed and accepted as of the date first  above written for themselves and on behalf  of the several Initial Purchasers:  Barclays Capital. Inc.  By: /s/ E. Pete Contrucci III   Name: E. Pete Contrucci III   Title: Managing Director    Credit Suisse Securities (USA) LLC  By: /s/ Christopher Murphy   Name: Christopher Murphy   Title: Managing Director