EXHIBIT
      4.1

     

    SUPPLEMENTAL
      INDENTURE
      (this
“Supplemental
      Indenture”),
      dated
      as of  April 3, 2007, among Jazz Semiconductor, Inc., a Delaware
      corporation, Newport Fab, LLC, a Delaware limited liability company, Jazz/Hua
      Hong, LLC, a Delaware limited liability company, and Jazz IT Holding, LLC,
      a
      Delaware limited liability company (together the “Guaranteeing
      Subsidiaries”),
      each
      a subsidiary of Jazz Technologies, Inc., a Delaware corporation (the
“Company”),
      and
      U.S. Bank National Association, as trustee under the indenture referred to
      below
      (the “Trustee”).

     

    RECITALS

     

    WHEREAS,
      the Company has heretofore executed and delivered to the Trustee an indenture
      (the “Indenture”),
      dated
      as of December 19, 2006 providing for the issuance of 8% Convertible Senior
      Notes due 2011 (the “Securities”);

     

    WHEREAS,
      the Indenture provides that under certain circumstances the Guaranteeing
      Subsidiaries shall execute and deliver to the Trustee a supplemental indenture
      pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee
      all of the Company’s obligations under the Securities and the Indenture on the
      terms and conditions set forth herein (the “Subsidiary
      Guarantees”);
      and

     

    WHEREAS,
      pursuant to Article
      IX
      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
      Securities as follows:

     

     

    1. CAPITALIZED
      TERMS. 
      Capitalized terms used herein without definition shall have the meanings
      assigned to them in the Indenture.

     

    2.  AGREEMENT
      TO GUARANTEE. 
      Each Guaranteeing Subsidiary hereby agrees as follows:

     

    (a) 
      Along
      with all Guarantors named in the Indenture, to jointly and severally Guarantee
      to each Holder of Securities authenticated and delivered by the Trustee and
      to
      the Trustee and its successors and assigns, the Securities or the obligations
      of
      the Company hereunder or thereunder, that:

     

    (i) 
      the
      principal of, and premium and interest on the Securities will be promptly paid
      in full when due, whether at maturity, by acceleration, redemption or otherwise,
      and interest on the overdue principal of and interest on the Securities, if
      any,
      if lawful, and all other obligations of the Company to the Holders or the
      Trustee hereunder or thereunder will be promptly paid in full or performed,
      all
      in accordance with the terms hereof and thereof; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii) 
      in case
      of any extension of time of payment or renewal of any Securities or any of
      such
      other obligations, that same will be promptly paid in full when due or performed
      in accordance with the terms of the extension or renewal, whether at stated
      maturity, by acceleration or otherwise.  

    


    Failing
      payment when due of any amount so guaranteed or any performance so guaranteed
      for whatever reason, the Guarantors shall be jointly and severally obligated
      to
      pay the same immediately.

     

    (b)  
      The obligations hereunder shall be unconditional, irrespective of the validity,
      regularity or enforceability of the Securities or the Indenture, the absence
      of
      any action to enforce the same, any waiver or consent by any Holder of the
      Securities with respect to any provisions hereof or thereof, the recovery of
      any
      judgment against the Company, any action to enforce the same or any other
      circumstance which might otherwise constitute a legal or equitable discharge
      or
      defense of a Guarantor.

     

    (c) 
      The
      following is hereby waived:  diligence, presentment, demand of payment,
      filing of claims with a court in the event of insolvency or bankruptcy of the
      Company, any right to require a proceeding first against the Company, protest,
      notice and all demands whatsoever.

     

    (d) 
      This
      Subsidiary Guarantee shall not be discharged except by complete performance
      of
      the obligations contained in the Securities and the Indenture, and such
      Guaranteeing Subsidiary accepts all obligations of a Guarantor under the
      Indenture.

     

    (e) 
      If any
      Holder or the Trustee is required by any court or otherwise to return to the
      Company, the Guarantors, or any custodian, trustee, liquidator or other similar
      official acting in relation to either the Company or the Guarantors, any amount
      paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to
      the
      extent theretofore discharged, shall be reinstated in full force and
      effect.

     

    (f)  
      Such
      Guaranteeing Subsidiary shall not be entitled to any right of subrogation in
      relation to the Holders in respect of any obligations guaranteed hereby until
      payment in full of all obligations guaranteed hereby.

     

    (g) 
      As
      between the Guarantors, on the one hand, and the Holders and the Trustee, on
      the
      other hand, (x) the maturity of the obligations guaranteed hereby may be
      accelerated as provided in Article 4 of the Indenture for the purposes of this
      Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition
      preventing such acceleration in respect of the obligations guaranteed hereby,
      and (y) in the event of any declaration of acceleration of such obligations
      as
      provided in Article 4 of the Indenture, such obligations (whether or not due
      and
      payable) shall forthwith become due and payable by the Guarantors for the
      purpose of this Subsidiary Guarantee.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (h) 
      The
      Guarantors shall have the right to seek contribution from any non-paying
      Guarantor so long as the exercise of such right does not impair the rights
      of
      the Holders under the Subsidiary Guarantee.

     

    (i) 
      Pursuant
      to Section 15.2 of the Indenture, after giving effect to any maximum amount
      and
      all other contingent and fixed liabilities that are relevant under any
      applicable bankruptcy or fraudulent conveyance laws, and after giving effect
      to
      any collections from, rights to receive contribution from or payments made
      by or
      on behalf of any other Guarantor in respect of the obligations of such other
      Guarantor under Article 15 of the Indenture, this new Subsidiary Guarantee
      shall
      be limited to the maximum amount permissible such that the obligations of such
      Guarantor under this Subsidiary Guarantee will not constitute a fraudulent
      transfer or conveyance.

    


    3.  EXECUTION
      AND DELIVERY. 
      The Guaranteeing Subsidiaries agree that the Subsidiary Guarantees shall remain
      in full force and effect notwithstanding any failure to endorse on each Security
      a notation of the Subsidiary Guarantees.

     

    4.  GUARANTEEING
      SUBSIDIARIES MAY
      CONSOLIDATE, ETC.
      ON
      CERTAIN TERMS; RELEASES.
      Nothing
      contained in the Indenture or in any of the Securities shall prevent any sale
      or
      other disposition of all or substantially all of the assets of the Guaranteeing
      Subsidiaries, by way of merger, consolidation or otherwise, or a sale or other
      disposition of all of the capital stock of any Guarantor; provided,
      that
      such
      sale or disposition does not constitute a Fundamental Change. Upon delivery
      by
      the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel
      to the effect that such sale or other disposition was made by the Company in
      accordance with the provisions of the Indenture, the Trustee will execute any
      documents reasonably required in order to evidence the release of such
      Guaranteeing Subsidiary from its obligations under its Subsidiary
      Guarantee.

     

    5.  NO
      RECOURSE AGAINST OTHERS. 
      No past, present or future director, officer, employee, incorporator,
      stockholder, member, managing member, partner or agent of any Guaranteeing
      Subsidiary, in such capacity, shall have any liability for any obligations
      of
      the Company or any Guaranteeing Subsidiary under the Securities, any Subsidiary
      Guarantees, the Indenture or this Supplemental Indenture or for any claim based
      on, in respect of, or by reason of, such obligations or their creation. 
Each Holder of the Securities by accepting Securities waives and releases all
      such liability.  The waiver and release are part of the consideration for
      issuance of the Securities.  Such waiver may not be effective to waive
      liabilities under the federal securities laws and it is the view of the SEC
      that
      such a waiver is against public policy.

     

    6. 
      THIS
      SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
      IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE UNITED STATES OF AMERICA,
      INCLUDING, WITHOUT LIMITATION, THE NEW YORK GENERAL OBLIGATIONS LAW
§5-1401.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7.  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.

     

    8.  EFFECT
      OF
      HEADINGS. 
      The Section headings herein are for convenience only and shall not affect the
      construction hereof.

     

    9.  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 Guaranteeing Subsidiaries and the Company.


    
      
         

      

      
         

        
          

        

      

       

    


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

     

    Dated: 
  April
      3, 2007

    
      	 	 	 
	 	
              JAZZ
                SEMICONDUCTOR, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/
              Gilbert F. Amelio
	 	
              

              Name:
                Gilbert F. Amelio

            
	 	
              Title:
                Chief Executive Officer


            


    

    
      	 	 	 
	 	
              NEWPORT
                FAB, LLC

            
	 
 	 
 	 
 
	 	By:  	/s/
              Gilbert F. Amelio
	 	
              

              Name:
                Gilbert F. Amelio

            
	 	
              Title:
                Manager

            


    

    
      	 	 	 
	 	
              JAZZ/HUA
                HONG, LLC

            
	 
 	 
 	 
 
	 	By:  	/s/
              Shu
              Li
	 	
              

              Name:
                Shu Li 

            
	 	
              Title:
                Manager

            


    

    
      	 	 	 
	 	
              JAZZ
                IT HOLDINGS, LLC

            
	 
 	 
 	 
 
	 	By:  	/s/
              Shu
              Li
	 	
              

              Name:
                Shu Li

            
	 	
              Title:
                Manager

            


    

    
      	 	 	 
	 	
              JAZZ
                TECHNOLOGIES, INC. 

            
	 
 	 
 	 
 
	 	By:  	/s/
              Gilbert F. Amelio
	 	
              

              Name:
                Gilbert F. Amelio

            
	 	
              Title:
                Chief Executive Officer 

            


    

    
      	 	 	 
	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Trustee

            
	 
 	 
 	 
 
	 	By:  	
               /s/
                Richard Prokosch

            
	 	
              

              Authorized
                Signatory