Exhibit 4.03
SKYWORKS SOLUTIONS, INC.,
Issuer
15% Convertible Senior Subordinated Notes
Due June 30, 2005
------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of January 15, 2003
------------------------------
WACHOVIA BANK, NATIONAL ASSOCIATION,
Trustee
THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), dated as of January 15, 2003 between Skyworks Solutions, Inc., a
Delaware corporation (the "Company"), and Wachovia Bank, National
Association, a national banking association organized under the laws of the
United States of America, as trustee (the "Trustee"), is to that certain
Indenture dated as of November 20, 2002 between the Company and the Trustee
(the "Indenture").
RECITALS
WHEREAS, Section 10.01 of the Indenture provides that the Company
and the Trustee may amend the Indenture, without the consent of the
Securityholders, to cure any omission or defect or to make any change to the
Indenture that does not adversely affect the rights of any Securityholder; and
WHEREAS, the Company and the Trustee desire to amend certain
provisions of the Indenture as provided in this Supplemental Indenture.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the Company and the Trustee hereby
covenant and agree, for the benefit of the other party and the equal and
ratable benefit of all Holders from time to time of the Securities:
ARTICLE 1
AMENDMENT TO THE INDENTURE
Section 1.01. Amendment. Exhibit A to the Indenture is hereby
amended by adding the following additional legend at the end of the legends set
forth on the Form of Face of Security:
THIS SECURITY HAS BEEN ISSUED WITH "ORIGINAL ISSUE
DISCOUNT" ("OID") FOR UNITED STATES FEDERAL INCOME TAX PURPOSES.
THE HOLDER OF THIS SECURITY MAY CONTACT THE CHIEF FINANCIAL
OFFICER OF SKYWORKS SOLUTIONS, INC. AT (▇▇▇) ▇▇▇-▇▇▇▇, WHO WILL
PROVIDE INFORMATION AS TO THE ISSUE PRICE, THE AMOUNT OF OID, THE
ISSUE DATE AND THE YIELD TO MATURITY OF THE SECURITY.
ARTICLE 2
MISCELLANEOUS
Section 2.01. Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect.
Section 2.02. Confirmation of Indenture. The Indenture as
supplemented by this Supplemental Indenture is in all respects confirmed.
Section 2.03. Terms Defined in the Indenture. All capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Indenture.
Section 2.04. Effect of Headings. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.
Section 2.05. Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to the conflicts of law principles thereof.
Section 2.06. Counterparts. This Supplemental Indenture may be
executed in counterparts, each of which, when so executed, shall be deemed to be
an original, but all such counterparts shall together constitute but one and the
same instrument.
(remainder of this page intentionally left blank)
3
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, all as of the day and year first
above written.
SKYWORKS SOLUTIONS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
WACHOVIA BANK, NATIONAL ASSOCIATION, AS
TRUSTEE
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
4