FORM OF NEW NOTE]
Exhibit 4.4
[FORM OF NEW NOTE]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.
[FACE OF NOTE]
2.375% SENIOR NOTES DUE 2015
| No. _____ | $________________ | |
| CUSIP No. 000000XX0 |
BROADCOM CORPORATION
promises to pay to CEDE & CO. or registered assigns, the principal sum of _________________________
($___________) on November 1, 2015.
Interest Payment Dates: May 1 and November 1
Record Dates: April 15 and October 15
Each holder of this Note (as defined below), by accepting the same, agrees to and shall be
bound by the provisions hereof and of the Indenture described herein, and authorizes and directs
the Trustee described herein on such holder’s behalf to be bound by such provisions. Each holder of
this Note hereby waives all notice of the acceptance of the provisions contained herein and in the
Indenture and waives reliance by such holder upon said provisions.
This Note shall not be entitled to any benefit under the Indenture, or be valid or become
obligatory for any purpose, until the Certificate of Authentication hereon shall have been manually
signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse
side hereof, and such continued provisions shall for all purposes have the same effect as though
fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed in accordance with
Section 2.3 of the Base Indenture.
| Date: ______________, 2011 | BROADCOM CORPORATION |
|||
| By: | ||||
| Name: | Xxxxx X. XxXxxxxx | |||
| Title: | President and Chief Executive Officer | |||
| By: | ||||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
2.375% Senior Note due 2015
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This is one of the 2.375% Senior Notes due 2015 issued by Broadcom Corporation of the Series
designated therein referred to in the within-mentioned Indenture.
Date: ______________, 2011
| WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee |
||||
| By: | ||||
| Authorized Signatory | ||||
[REVERSE SIDE OF THE NOTE]
Broadcom Corporation
2.375% Senior Notes due 2015
This note is one of a duly authorized Series of debt securities of Broadcom Corporation, a
California corporation (the “Company”), issued or to be issued in one or more Series under and
pursuant to an Indenture for the Company’s debentures, notes or other debt instruments evidencing
its Indebtedness, dated as of November 1, 2010 (the “Base Indenture”), duly executed and delivered
by and among the Company and Wilmington Trust, National Association (as successor by merger to
Wilmington Trust FSB) (the “Trustee”), as supplemented by the First Supplemental Indenture, dated
as of November 1, 2010 (the “First Supplemental Indenture ”), by and between the Company and the
Trustee. The Base Indenture as supplemented and amended by the First Supplemental Indenture is
referred to herein as the “Indenture.” By the terms of the Base Indenture, the debt securities
issuable thereunder are issuable in Series that may vary as to amount, date of maturity, rate of
interest and in other respects as provided in the Base Indenture. This note is one of the Series
designated on the face hereof (individually, a “Note,” and collectively, the “Notes”), and
reference is hereby made to the Indenture for a description of the rights, limitations of rights,
obligations, duties and immunities of the Trustee, the Company and the Holders of the Notes (the
“Holders”). Capitalized terms used herein and not otherwise defined shall have the meanings given
them in the Base Indenture or the First Supplemental Indenture as applicable.
1. Interest. The rate at which the Notes shall bear interest shall be 2.375% per year
plus Additional Interest, if any, payable pursuant to the Registration Rights Agreement. The date
from which interest shall accrue on the Notes shall be May 1, 2011, or the most recent Interest
Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the
Notes shall be May 1 and November 1 of each year, beginning May 1, 2011. Interest shall be payable
on each Interest Payment Date to the holders of record at the close of business on the April 15 and
October 15 prior to each Interest Payment Date. The basis upon which interest shall be calculated
shall be that of a 360-day year consisting of twelve 30-day months.
2. Method of Payment. The Company will pay interest on the Notes (except defaulted
interest), if any, to the persons in whose name such Notes are registered at the close of business
on the regular record date referred to on the facing page of this Note for such interest
installment. In the event that the Notes or a portion thereof are called for redemption and the
Redemption Date is subsequent to a regular record date with respect to any Interest Payment Date
and prior to such Interest Payment Date, interest on such Notes will be paid upon presentation and
surrender of such Notes as provided in the Indenture. The principal of and the interest on the
Notes shall be payable in Dollars, at the office or agency of the Company maintained for that
purpose in accordance with the Indenture.
3. Paying Agent and Registrar. Initially, Wilmington Trust, National Association, the
Trustee, will act as Paying Agent and Registrar. The Company may change or appoint any Paying
Agent or Registrar without notice to any Holder.
4. Indenture. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (“TIA”) as in effect on
the date the Indenture is qualified. The Notes are subject to all such terms, and Holders are
referred to the Indenture and TIA for a statement of such terms. The Notes are senior unsecured
obligations of the Company and constitute the Series designated on the face hereof as the “2.375%
Senior Notes due 2015”, initially limited to $400,000,000 in aggregate principal amount. The
Company will furnish to any Holders upon written request and without charge a copy of the Base
Indenture and the First Supplemental Indenture. Requests may be made to: Broadcom Corporation,
0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, Attention: General Counsel.
5. Optional Redemption. At the Company’s option, the Notes may be redeemed or
purchased, in each case, in whole or in part at any time or from time to time prior to the Stated
Maturity of the Notes, as provided in Section 1.5 of the First Supplemental Indenture.
The Notes will not have the benefit of any sinking fund.
6. Change of Control Triggering Event. Upon the occurrence of a Change of Control
Triggering Event, unless the Company has exercised its right to redeem this Note as described in
Section 1.5 of the First Supplemental Indenture, the Holder of this Note will have the right to
require that the Company purchase all or a portion (equal to $2,000 or an integral multiple of
$1,000 in excess thereof) of such Holder’s Note pursuant to the Change of Control Offer, at a
purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest, if any, to, but excluding, the date of purchase, subject to the rights of a Holder of
this Note on the relevant record date to receive interest due on the relevant Interest Payment
Date. Within 30 days following the date upon which the Change of Control Triggering Event occurred
or, at the Company’s option, prior to any Change of Control, but after public announcement of the
transaction that constitutes or may constitute the Change of Control, the Company must send, by
first class mail, a notice to each Holder of Notes, with a copy to the Trustee, in accordance with
Section 1.6.3 of the First Supplemental Indenture, which notice shall govern the terms of the
Change of Control Offer.
7. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in minimum denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
The transfer of Notes may be registered and Notes may be exchanged as provided in Section 1.3 of
the Indenture. The Notes may be presented for exchange or for registration of transfer at the
office of the Company or its agency designated by the Company for such purpose. No service charge
shall be made for any registration of transfer or exchange, but the Company may require payment of
a sum sufficient to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer tax or similar governmental charge payable upon exchanges
pursuant to Sections 2.11, 3.6 or 9.6 of the Base Indenture). Neither the Company nor the
Registrar shall be required (a) to issue, register the transfer of, or exchange Notes for the
period beginning at the opening of business fifteen days immediately preceding the mailing of a
notice of redemption of Notes selected for redemption and ending at the close of business on the
day of such mailing, or (b) to register the transfer of or exchange Notes selected, called or being
called for redemption as a whole or the portion being redeemed of any such Notes selected, called
or being called for redemption in part.
8. Persons Deemed Owners. The person in whose name this Note is registered may be
treated as its owner for all purposes.
9. Repayment to the Company. The Trustee and the Paying Agent shall pay to the
Company upon request any money held by them for the payment of principal and interest that remains
unclaimed for two years. After that, Holders entitled to the money must look to the Company for
payment as general creditors unless an applicable abandoned property law designates another person.
10. Amendments, Supplements and Waivers. The Company and the Trustee may amend or
supplement the Indenture or the Notes without the consent of any Holder: (a) to cure any ambiguity,
defect or inconsistency, (b) to comply with Article V of the Base Indenture (c) to provide for
uncertificated Notes in addition to or in place of certificated Notes, (d) to make any change that
does not adversely affect the rights of any Holder, (e) to provide for the issuance of and
establish the form and terms and conditions of Notes as permitted by the Indenture, (f) to evidence
and provide for the acceptance of appointment by a successor Trustee with respect to the Notes and
to add to or change any of the provisions of the Indenture as shall be necessary to provide for or
facilitate the administration of the trusts thereunder by more than one Trustee, or (g) to comply
with requirements of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA. The Company and the Trustee may enter into a supplemental indenture with the
written consent of the Holders of at least a majority in principal amount of the outstanding Notes
affected by such supplemental indenture (including consents obtained in connection with a tender
offer or exchange offer for the Notes), for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture
or of modifying in any manner the rights of the Holders of the Notes. Except as provided in
Section 6.13 of the Base Indenture, the Holders of at least a majority in principal amount of the
outstanding Notes by notice to the Trustee (including consents obtained in connection with a tender
offer or exchange offer for the Notes) may waive compliance by the Company with any provision of
the Indenture or the Notes.
11. Defaults and Remedies. If an Event of Default with respect to the Notes occurs
and is continuing (other than an Event of Default in Sections 1.7.1(d) or 1.7.1(e) of the First
Supplemental Indenture), then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the outstanding Notes may declare the principal amount of and accrued and
unpaid interest, if any, on all the Notes to be due and payable immediately, by a notice in writing
to the Company (and to the Trustee if given by the Holders), and upon such declaration such
principal amount and accrued and unpaid interest, if any, shall become immediately due and payable.
If an Event of Default specified in Section 1.7.1(d) or 1.7.1(e) of the First Supplemental
Indenture shall occur, the principal of and accrued and unpaid interest, if any, on all outstanding
Notes shall ipso facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder of outstanding Notes. Subject to the terms of the
Indenture, if an Event of Default under the Indenture shall occur and be continuing, the Trustee
will be under no obligation to exercise any of the rights or powers vested in it by the Indenture
at the request or direction of any of the Holders unless such Holders shall have offered the
Trustee security or indemnity satisfactory to it. Upon satisfaction of certain conditions set
forth in the Indenture, the Holders of a majority in principal amount of the outstanding Notes
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, with respect to the Notes.
12. Trustee May Hold Securities. The Trustee, subject to certain limitations imposed
by the TIA, in its individual or any other capacity, may become the owner or pledgee of Notes with
the same rights it would have if it were not Trustee, Paying Agent or Registrar.
13. No Recourse Against Others. A director, officer, employee or stockholder (past or
present), as such, of the Company shall not have any liability for any obligations of the Company
under the Notes or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issue of the Notes.
14. Discharge of Indenture. The Indenture contains certain provisions pertaining to
discharge and defeasance, which provisions shall for all purposes have the same effect as if set
forth herein.
15. Authentication. This Note shall not be valid until the Trustee manually signs the
certificate of authentication attached to the other side of this Note.
16. Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).
17. Governing Law. THE INDENTURE AND THIS NOTE, INCLUDING ANY CLAIM OR CONTROVERSY
ARISING OUT OF OR RELATING TO THE INDENTURE OR THIS NOTE, SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION
OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to:
(Insert assignee’s legal name) |
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
Date:
Your Signature:________________________
(Sign exactly as your name appears on the face
of this Note)
(Sign exactly as your name appears on the face
of this Note)
Signature Guarantee: |
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company pursuant to Section 1.6.3 of
the First Supplemental Indenture, check the box:
| o | 1.6.3 Change of Control Triggering Event |
If you want to elect to have only part of this Note purchased by the Company pursuant to
Section 1.6.3 of the First Supplemental Indenture, state the amount: $__________.
Date:
|
Your Signature:
(Sign exactly as your name appears on the face of this Note) |
|
| Tax I.D. number: |
Signature Guarantee: |
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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY
The following exchanges of a part of this Global Security for an interest in another Global
Security or for a Definitive Security, or exchanges of a part of another Global Security or
Definitive Security for an interest in this Global Security, have been made:
| Amount of Decrease | Principal Amount of | |||||||||||||||||
| in Principal Amount | Amount of increase in | this Global Security | Signature of | |||||||||||||||
| of this Global | Principal Amount of | following such | authorized officer of | |||||||||||||||
| Date of Exchange | Security | this Global Security | decrease (or increase) | Trustee or Custodian | ||||||||||||||
