EXHIBIT 4.1
SECOND SUPPLEMENTAL
INDENTURE
Second Supplemental Indenture (this
“ Supplemental Indenture ”), dated as of June
20, 2008, among SigmaTel, Inc. (the “ Guaranteeing
Subsidiary ”), a subsidiary of Freescale Semiconductor,
Inc. (as successor by merger to Freescale Acquisition Corporation
under the Indenture (as defined below)), a Delaware corporation
(the “ Issuer ”), and The Bank of New York, as
trustee (the “ Trustee ”).
W I T N E S S E T H
WHEREAS, each of the
Issuer and the Guarantors (as defined in the Indenture) have
heretofore executed and delivered to the Trustee a Senior Notes
Indenture, as previously supplemented by a first supplemental
indenture thereto (the “ Indenture ”), each
dated as of December 1, 2006, providing for the issuance of an
unlimited aggregate principal amount of Senior Floating Rate Notes
due 2014, 9 1 / 8 %/9 7 / 8 % Senior PIK-Election Notes due
2014 and 8 7
/
8 % Senior Fixed Rate Notes due
2014 (together, the “ Notes ”);
WHEREAS, the Indenture provides that
under certain circumstances the Guaranteeing Subsidiary shall
execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Issuer’s Obligations under the Notes and
the Indenture on the terms and conditions set forth herein and
under the Indenture (the “ Guarantee ”);
and
WHEREAS, pursuant to
Section 9.01 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) Agreement to Guarantee .
The Guaranteeing Subsidiary hereby agrees as follows:
(a) Along with all other Guarantors
named in the Indenture (including pursuant to any supplemental
indentures), to jointly and severally unconditionally guarantee to
each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of
the validity and enforceability of the Indenture, the Notes or the
obligations of the Issuer hereunder or thereunder, that:
(i) the principal of and interest
and premium, if any, on the Notes shall 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 Notes, if any, if lawful, and all other obligations of the
Issuer to the Holders or
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the Trustee thereunder shall be
promptly paid in full or performed, all in accordance with the
terms thereof; and
(ii) in case of any extension of
time of payment or renewal of any Notes or any of such other
obligations, that same shall 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 and the Guaranteeing
Subsidiary shall be jointly and severally obligated to pay the same
immediately. This is a guarantee of payment and not a guarantee of
collection.
(b) The obligations hereunder shall
be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or the Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of
the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Issuer, 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 Guaranteeing Subsidiary
hereby waives: diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the
Issuer, any right to require a proceeding first against the Issuer,
protest, notice and all demands whatsoever.
(d) This Guarantee shall not be
discharged except by complete performance of the obligations
contained in the Notes, the Indenture and this Supplemental
Indenture. The Guaranteeing Subsidiary accepts all obligations
applicable to a Guarantor under the Indenture, including Article X
of the Indenture (which is deemed incorporated in this Supplemental
Indenture and applicable to this Guarantee) and, as applicable,
Section 12.18 of the Indenture. The Guaranteeing Subsidiary
acknowledges that by executing this Supplemental Indenture, it will
become a Subsidiary Guarantor under the Indenture and subject to
all the terms and conditions applicable to Subsidiary Guarantors
contained therein.
(e) If any Holder or the Trustee is
required by any court or otherwise to return to the Issuer, the
Guarantors (including the Guaranteeing Subsidiary), or any
custodian, trustee, liquidator or other similar official acting in
relation to either the Issuer or the Guarantors, any amount paid
either to the Trustee or such Holder, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and
effect.
(f) The 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 Guaranteeing
Subsidiary, 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 6 of the Indenture
for the purposes of this 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
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such obligations as provided in Article 6 of the
Indenture, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guaranteeing Subsidiary for
the purpose of this Guarantee.
(h) The Guaranteeing Subsidiary
shall have the right to seek contribution from
