exv4w6



 




 Exhibit 4.6

SUPPLEMENTAL INDENTURE NO. 2




     Supplemental Indenture 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 101/8% Senior Notes due 2013 and Senior Floating Rate Notes
due 2013 (together, 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:



1









 





     “(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]



2









 







     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.

 	 
	 	By:  	/s/ Rex Jackson
 	 
	 	 	Name:  	Rex Jackson 	 
	 	 	Title:  	Senior Vice President, General Counsel 	 
	 



	 	 	 	 	 
	 	AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING
INC.

 	 
	 	By:  	/s/ Rex Jackson
 	 
	 	 	Name:  	Rex Jackson 	 
	 	 	Title:  	President 	 
	 



Signature Page to Supplemental Indenture No. 2 — Senior Notes Indenture




 









 








	 	 	 	 	 
	 	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.

 	 
	 	By:  	/s/ Rex Jackson
 	 
	 	 	Name:  	Rex Jackson	 
	 	 	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.

 	 
	 	By:  	/s/ Rex Jackson
 	 
	 	 	Name:  	Rex Jackson 	 
	 	 	Title:  	President 	 
	 



Signature
Page to Supplemental Indenture No. 2 — Senior 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

 	 
	 	By:  	/s/ Rex Jackson
 	 
	 	 	Name:  	Rex Jackson 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	AVAGO TECHNOLOGIES STORAGE HOLDING (LABUAN) CORPORATION

 	 
	 	By:  	/s/ Kenneth Y. Hao
 	 
	 	 	Name:  	Kenneth Y. Hao 	 
	 	 	Title:  	Director 	 
	 



Signature
Page to Supplemental Indenture No. 2 — Senior Notes Indenture





 









 








	 	 	 	 	 
	 	NETHERLANDS GUARANTORS:



AVAGO TECHNOLOGIES HOLDINGS B.V.

 	 
	 	By:  	/s/ Rex Jackson
 	 
	 	 	Name:  	Rex Jackson 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
	 
	 	 	Name:  	Europe Management Company B.V. 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	AVAGO TECHNOLOGIES WIRELESS HOLDINGS B.V.

 	 
	 	By:  	/s/ Rex Jackson
 	 
	 	 	Name:  	Rex Jackson 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  		 
	 	 	Name:  	Europe Management Company B.V. 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	CANADIAN GUARANTOR:



AVAGO TECHNOLOGIES CANADA CORPORATION

 	 
	 	By:  	/s/ Rex Jackson
 	 
	 	 	Name:  	Rex Jackson 	 
	 	 	Title:  	President 	 
	 



Signature
Page to Supplemental Indenture No. 2 — Senior Notes Indenture





 









 








	 	 	 	 	 
	 	GERMAN GUARANTOR:



AVAGO TECHNOLOGIES GMBH

 	 
	 	By:  	/s/ Rex Jackson
 	 
	 	 	Name:  	Rex Jackson 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	ITALIAN GUARANTOR:



AVAGO TECHNOLOGIES ITALY S.R.L.

 	 
	 	By:  	/s/ Rex Jackson
 	 
	 	 	Name:  	Rex Jackson 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	JAPANESE GUARANTOR:



AVAGO TECHNOLOGIES JAPAN, LTD.

 	 
	 	By:  	/s/ Rex Jackson
 	 
	 	 	Name:  	Rex Jackson 	 
	 	 	Title:  	Senior Vice President, General Counsel 	 
	 



	 	 	 	 	 
	 	MALAYSIAN GUARANTOR:



AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD.

 	 
	 	By:  	/s/ Rex Jackson
 	 
	 	 	Name:  	Rex Jackson 	 
	 	 	Title:  	Senior Vice President, General Counsel 	 
	 



Signature
Page to Supplemental Indenture No. 2 — Senior Notes Indenture





 









 








	 	 	 	 	 
	 	MEXICAN GUARANTOR:



AVAGO TECHNOLOGIES MEXICO, S. DE R.L. DE C.V.

 	 
	 	By:  	/s/ Rex Sterling Jackson
 	 
	 	 	Name:  	Rex Sterling Jackson 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Desmond Lim
 	 
	 	 	Name:  	Desmond Lim 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 



	 	 	 	 	 
	 	U.K. GUARANTOR:



AVAGO TECHNOLOGIES U.K. LIMITED

 	 
	 	By:  	/s/ Rex Jackson
 	 
	 	 	Name:  	Rex Jackson 	 
	 	 	Title:  	Director 	 
	 



Signature
Page to Supplemental Indenture No. 2 — Senior Notes Indenture





 









 








	 	 	 	 	 
	 	TRUSTEE:



THE BANK OF NEW YORK

 	 
	 	By:  	/s/
Nelson Kercado	 
	 	 	Name:  	Nelson Kercado	 
	 	 	Title:  	Assistant Vice President	 
	 



Signature
Page to Supplemental Indenture No. 2 — Senior Notes Indenture