SECOND SUPPLEMENTAL INDENTURE, dated as of January 25, 2019 (this Supplemental Indenture), by and among Broadcom Corporation, a California corporation, as issuer (the Company), Broadcom Cayman Finance Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, as co-issuer (the Co-Issuer and, together with the Company, the Issuers), Broadcom Technologies Inc., a Delaware corporation (Broadcom Technologies), and Wilmington Trust, National Association, as trustee (the Trustee).
WHEREAS, the Issuers, Broadcom Limited, a public limited company incorporated under the laws of the Republic of Singapore, as a guarantor (Old Broadcom Parent), Broadcom Cayman L.P., an exempted limited partnership registered under the laws of the Cayman Islands, acting through Old Broadcom Parent its general partner, as a guarantor, and the Trustee executed an Indenture, dated as of January 19, 2017, as amended by that First Supplemental Indenture, dated as of April 9, 2018 (the First Supplemental Indenture), by and among the Issuers, Broadcom Inc., a Delaware corporation, and the Trustee, and as amended, supplemented, or otherwise modified (the Indenture), relating to the Issuers 2.375% Senior Notes due 2020, the Issuers 3.000% Senior Notes due 2022, the Issuers 3.625% Senior Notes due 2024 and the Issuers 3.875% Senior Notes due 2027;
WHEREAS, pursuant to a series of transactions completed in connection with the establishment of a new parent holding company and other corporate reorganization actions, among other things, Old Broadcom Parent filed a special resolution approving its conversion from a public limited company to a private company limited by shares incorporated under the laws of the Republic of Singapore with the Accounting and Corporate Regulatory Authority of Singapore, and changed its legal name from Broadcom Limited to Broadcom Pte. Ltd.;
WHEREAS, Old Broadcom Parent has filed a special resolution to be wound up voluntarily pursuant to Section 290(1) of the Companies Act (Cap. 50) of Singapore pursuant to which, among other things, Old Broadcom Parent has distributed all the common shares of the Company and all of the ordinary shares of the Co-Issuer, to Broadcom Technologies;
WHEREAS, Section 5.01 of the Indenture provides that an Obligor may convey all or substantially all of its properties and assets to any Person if, among other things, such Person expressly assumes by supplemental indenture such Obligors obligations on the Notes and under the Indenture;
WHEREAS, Section 9.01(2) of the Indenture provides that without the consent of any Holders, the Issuers and the Trustee may enter into a supplemental indenture to evidence that another Person has become a successor of an Obligor and that the successor assumes such Obligors covenants, agreements, and obligations in the Indenture and in the Notes in accordance with the Indenture;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, except as otherwise defined herein in this Supplemental Indenture, capitalized terms used in this Supplemental Indenture have the meanings specified in the Indenture;
NOW, THEREFORE, in consideration of the above premises, each party agrees, for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Notes, as follows:
ASSUMPTION AND RELEASE
Section 1.01. Assumption. Broadcom Technologies hereby agrees to become a Guarantor bound by the guarantee of the Notes on the terms set forth in Article 11 of the Indenture and assumes Old Broadcom Parents covenants, agreements, and obligations in the Indenture and in the Notes in accordance with the Indenture.