<PAGE>


                                                                     Exhibit 4.1

                              BROADCOM CORPORATION

                                    INDENTURE

                         DATED AS OF __________ __, 200_

                          ----------------------------

                                     TRUSTEE

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           PAGE
<S>                                                                                                        <C>
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE.................................................       1
         Section 1.1         Definitions..............................................................       1
         Section 1.2         Other Definitions........................................................       5
         Section 1.3         Incorporation by Reference of Trust Indenture Act........................       5
         Section 1.4         Rules of Construction....................................................       6

ARTICLE II. THE SECURITIES............................................................................       6
         Section 2.1         Issuable in Series.......................................................       6
         Section 2.2         Establishment of Terms of Series of Securities...........................       6
         Section 2.3         Execution and Authentication.............................................       8
         Section 2.4         Registrar and Paying Agent...............................................       9
         Section 2.5         Paying Agent to Hold Money in Trust......................................      10
         Section 2.6         Securityholder Lists.....................................................      10
         Section 2.7         Transfer and Exchange....................................................      11
         Section 2.8         Mutilated, Destroyed, Lost and Stolen Securities.........................      11
         Section 2.9         Outstanding Securities...................................................      12
         Section 2.10        Treasury Securities......................................................      12
         Section 2.11        Temporary Securities.....................................................      13
         Section 2.12        Cancellation.............................................................      13
         Section 2.13        Defaulted Interest.......................................................      13
         Section 2.14        Global Securities........................................................      13
         Section 2.15        CUSIP Numbers............................................................      14

ARTICLE III. REDEMPTION..............................................................................       15
         Section 3.1         Notice to Trustee........................................................      15
         Section 3.2         Selection of Securities to be Redeemed...................................      15
         Section 3.3         Notice of Redemption.....................................................      15
         Section 3.4         Effect of Notice of Redemption...........................................      16
         Section 3.5         Deposit of Redemption Price..............................................      16
         Section 3.6         Securities Redeemed in Part..............................................      16

ARTICLE IV. COVENANTS................................................................................       16
         Section 4.1         Payment of Principal and Interest........................................      16
         Section 4.2         SEC Reports..............................................................      17
         Section 4.3         Compliance Certificate...................................................      17
         Section 4.4         Stay, Extension and Usury Laws...........................................      17
         Section 4.5         Corporate Existence......................................................      17
         Section 4.6         Taxes....................................................................      18

ARTICLE V. SUCCESSORS................................................................................       18
         Section 5.1         When Company May Merge, Etc..............................................      18
         Section 5.2         Successor Corporation Substituted........................................      18
</TABLE>

                                        i
<PAGE>

<TABLE>
<S>                                                                                                         <C>
ARTICLE VI. DEFAULTS AND REMEDIES.....................................................................      19
         Section 6.1         Events of Default........................................................      19
         Section 6.2         Acceleration of Maturity; Rescission and Annulment.......................      20
         Section 6.3         Collection of Indebtedness and Suits for Enforcement by Trustee..........      21
         Section 6.4         Trustee May File Proofs of Claim.........................................      21
         Section 6.5         Trustee May Enforce Claims Without Possession of Securities..............      22
         Section 6.6         Application of Money Collected...........................................      22
         Section 6.7         Limitation on Suits......................................................      23
         Section 6.8         Unconditional Right of Holders to Receive Principal and Interest.........      23
         Section 6.9         Restoration of Rights and Remedies.......................................      23
         Section 6.10        Rights and Remedies Cumulative...........................................      24
         Section 6.11        Delay or Omission Not Waiver.............................................      24
         Section 6.12        Control by Holders.......................................................      24
         Section 6.13        Waiver of Past Defaults..................................................      24
         Section 6.14        Undertaking for Costs....................................................      25

ARTICLE VII. TRUSTEE.................................................................................       25
         Section 7.1         Duties of Trustee........................................................      25
         Section 7.2         Rights of Trustee........................................................      26
         Section 7.3         Individual Rights of Trustee.............................................      27
         Section 7.4         Trustee's Disclaimer.....................................................      27
         Section 7.5         Notice of Defaults.......................................................      28
         Section 7.6         Reports by Trustee to Holders............................................      28
         Section 7.7         Compensation and Indemnity...............................................      28
         Section 7.8         Replacement of Trustee...................................................      29
         Section 7.9         Successor Trustee by Merger, etc.........................................      30
         Section 7.10        Eligibility; Disqualification............................................      30
         Section 7.11        Preferential Collection of Claims Against Company........................      30

ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE..................................................      30
         Section 8.1         Satisfaction and Discharge of Indenture..................................      30
         Section 8.2         Application of Trust Funds; Indemnification..............................      31
         Section 8.3         Legal Defeasance of Securities of any Series.............................      32
         Section 8.4         Covenant Defeasance......................................................      33
         Section 8.5         Repayment to Company.....................................................      34

ARTICLE IX. AMENDMENTS AND WAIVERS....................................................................      34
         Section 9.1         Without Consent of Holders...............................................      34
         Section 9.2         With Consent of Holders..................................................      35
         Section 9.3         Limitations..............................................................      35
         Section 9.4         Compliance with Trust Indenture Act......................................      36
         Section 9.5         Revocation and Effect of Consents........................................      36
         Section 9.6         Notation on or Exchange of Securities....................................      36
         Section 9.7         Trustee Protected........................................................      37

ARTICLE X. MISCELLANEOUS..............................................................................      37
         Section 10.1        Trust Indenture Act Controls.............................................      37
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                         <C>
         Section 10.2        Notices..................................................................      37
         Section 10.3        Communication by Holders with Other Holders..............................      38
         Section 10.4        Certificate and Opinion as to Conditions Precedent.......................      38
         Section 10.5        Statements Required in Certificate or Opinion............................      38
         Section 10.6        Rules by Trustee and Agents..............................................      39
         Section 10.7        Legal Holidays...........................................................      39
         Section 10.8        No Recourse Against Others...............................................      39
         Section 10.9        Counterparts.............................................................      39
         Section 10.10       Governing Laws...........................................................      39
         Section 10.11       No Adverse Interpretation of Other Agreements............................      39
         Section 10.12       Successors...............................................................      40
         Section 10.13       Severability.............................................................      40
         Section 10.14       Table of Contents, Headings, Etc.........................................      40
         Section 10.15       Securities in a Foreign Currency or in ECU...............................      40
         Section 10.16       Judgment Currency........................................................      41

ARTICLE XI. SINKING FUNDS.............................................................................      41
         Section 11.1        Applicability of Article.................................................      41
         Section 11.2        Satisfaction of Sinking Fund Payments with Securities....................      42
         Section 11.3        Redemption of Securities for Sinking Fund................................      42
</TABLE>

                                       iii
<PAGE>

                              BROADCOM CORPORATION

         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                   INDENTURE, DATED AS OF __________ __, 200_

<TABLE>
<S>                                                       <C>
Section 310(a)(1)......................................             7.10
           (a)(2)......................................             7.10
           (a)(3) .....................................   NOT APPLICABLE
           (a)(4)......................................   NOT APPLICABLE
           (a)(5) .....................................             7.10
           (b).........................................             7.10
Section 311(a).........................................             7.11
           (b).........................................             7.11
           (c).........................................   NOT APPLICABLE
Section 312(a).........................................              2.6
           (b).........................................             10.3
           (c).........................................             10.3
Section 313(a).........................................              7.6
           (b)(1) .....................................              7.6
           (b)(2)......................................              7.6
           (c)(1)......................................              7.6
           (d).........................................              7.6
Section 314(a).........................................        4.2, 10.5
           (b).........................................   NOT APPLICABLE
           (c)(1)......................................             10.4
           (c)(2)......................................             10.4
           (c)(3)......................................   NOT APPLICABLE
           (d).........................................   NOT APPLICABLE
           (e).........................................             10.5
           (f).........................................   NOT APPLICABLE
Section 315(a).........................................              7.1
           (b).........................................              7.5
           (c).........................................              7.1
           (d).........................................              7.1
           (e).........................................             6.14
Section 316(a).........................................             2.10
           (a)(1)(a) ..................................             6.12
           (a)(1)(b)...................................             6.13
           (b).........................................              6.8
Section 317(a)(1)......................................              6.3
           (a)(2)......................................              6.4
           (b).........................................              2.5
Section 318(a).........................................             10.1
</TABLE>

----------------

                  Note: This reconciliation and tie shall not, for any purpose,
be deemed to be part of the Indenture.

                                       iv
<PAGE>

                  Indenture dated as of _______ ___, 200__ between Broadcom
Corporation, a California corporation ("Company"), and
________________________________, as trustee ("Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Securities
issued under this Indenture.

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1       DEFINITIONS.

                  "Additional Amounts" means any additional amounts which are
required hereby or by any Security, under circumstances specified herein or
therein, to be paid by the Company in respect of certain taxes imposed on
Holders specified herein or therein and which are owing to such Holders.

                  "Affiliate" of any specified person means any other person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlled by" and
"under common control with"), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such person, whether through the
ownership of voting securities or by agreement or otherwise.

                  "Agent" means any Registrar, Paying Agent or Service Agent.

                  "Authorized Newspaper" means a newspaper in an official
language of the country of publication customarily published at least once a day
for at least five days in each calendar week and of general circulation in the
place in connection with which the term is used. If it shall be impractical in
the opinion of the Trustee to make any publication of any notice required hereby
in an Authorized Newspaper, any publication or other notice in lieu thereof that
is made or given by the Trustee shall constitute a sufficient publication of
such notice.

                  "Bearer" means anyone in possession from time to time of a
Bearer Security.

                  "Bearer Security" means any Security, including any interest
coupon appertaining thereto, that does not provide for the identification of the
Holder thereof.

                  "Board of Directors" means the Board of Directors of the
Company or any duly authorized committee thereof.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been adopted by
the Board of Directors or pursuant to authorization by the Board of Directors
and to be in full force and effect on the date of the certificate and delivered
to the Trustee.

                  "Business Day" means, unless otherwise provided by Board
Resolution, Officers' Certificate or supplemental indenture hereto for a
particular Series, any day except a Saturday,

<PAGE>

Sunday or a legal holiday in The City of New York on which banking institutions
are authorized or required by law, regulation or executive order to close.

                  "Capital Stock" means any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock.

                  "Company" means the party named as such above until a
successor replaces it and thereafter means the successor.

                  "Company Order" means a written order signed in the name of
the Company by two Officers, one of whom must be the Company's principal
executive officer, principal financial officer or principal accounting officer.

                  "Company Request" means a written request signed in the name
of the Company by its Chief Executive Officer, the President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered.

                  "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

                  "Depository" means, with respect to the Securities of any
Series issuable or issued in whole or in part in the form of one or more Global
Securities, the person designated as Depository for such Series by the Company,
which Depository shall be a clearing agency registered under the Exchange Act;
and if at any time there is more than one such person, "Depository" as used with
respect to the Securities of any Series shall mean the Depository with respect
to the Securities of such Series.

                  "Discount Security" means any Security that provides for an
amount less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2.

                  "Dollars" and "$" means the currency of The United States of
America.

                  "ECU" means the European Currency Unit as determined by the
Commission of the European Union.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Foreign Currency" means any currency or currency unit issued
by a government other than the government of The United States of America.

                  "Foreign Government Obligations" means, with respect to
Securities of any Series that are denominated in a Foreign Currency, (i) direct
obligations of the government that issued or caused to be issued such currency
for the payment of which obligations its full faith and credit is pledged or
(ii) obligations of a person controlled or supervised by or acting as an

                                       2
<PAGE>

agency or instrumentality of such government the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by such
government, which, in either case under clauses (i) or (ii), are not callable or
redeemable at the option of the issuer thereof.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect as of the date of
determination.

                  "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2
evidencing all or part of a Series of Securities, issued to the Depository for
such Series or its nominee, and registered in the name of such Depository or
nominee.

                  "Holder" or "Securityholder" means a person in whose name a
Security is registered or the holder of a Bearer Security.

                  "Indenture" means this Indenture as amended or supplemented,
from time to time and shall include the form and terms of particular Series of
Securities established as contemplated hereunder.

                  "interest" with respect to any Discount Security which by its
terms bears interest only after Maturity, means interest payable after Maturity.

                  "Maturity," when used with respect to any Security or
installment of principal thereof, means the date on which the principal of such
Security or such installment of principal becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, or otherwise.

                  "Officer" means the Chief Executive Officer, the President,
any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers, one of whom must be the Company's principal executive officer,
principal financial officer or principal accounting officer.

                  "Opinion of Counsel" means a written opinion of legal counsel
who is acceptable to the Trustee. The counsel may be an employee of or counsel
to the Company.

                  "person" means any individual, corporation, partnership, joint
venture, association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                  "principal" of a Security means the principal of the Security
plus, when appropriate, the premium, if any, on, and any Additional Amounts in
respect of, the Security.

                                       3
<PAGE>

                  "Responsible Officer" means any officer of the Trustee in its
Corporate Trust Office and also means, with respect to a particular corporate
trust matter, any other officer to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with a particular subject.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" means the debentures, notes or other debt
instruments of the Company of any Series authenticated and delivered under this
Indenture.

                  "Series" or "Series of Securities" means each series of
debentures, notes or other debt instruments of the Company created pursuant to
Sections 2.1 and 2.2 hereof.

                  "Stated Maturity" when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.

                  "Subsidiary" of any specified person means any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
person or one or more of the other Subsidiaries of that person or a combination
thereof.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "TIA" means, to the extent required by any such amendment, the Trust
Indenture Act as so amended.

                  "Trustee" means the person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean each person who is then a Trustee hereunder, and if at any
time there is more than one such person, "Trustee" as used with respect to the
Securities of any Series shall mean the Trustee with respect to Securities of
that Series.

                  "U.S. Government Obligations" means securities which are (i)
direct obligations of The United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of The United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by The United States of America, and which in the case of (i)
and (ii) are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount

                                       4
<PAGE>

received by the custodian in respect of the U.S. Government Obligation evidenced
by such depository receipt.

         SECTION 1.2       OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                                           DEFINED IN
       TERM                                                                 SECTION
       ----                                                                 -------
<S>                                                                        <C>
"Bankruptcy Law"........................................................       6.1
"Custodian".............................................................       6.1
"Event of Default"......................................................       6.1
"Journal"...............................................................     10.15
"Judgment Currency".....................................................     10.16
"Legal Holiday".........................................................      10.7
"mandatory sinking fund payment"........................................      11.1
"Market Exchange Rate"..................................................     10.15
"New York Banking Day"..................................................     10.16
"optional sinking fund payment".........................................      11.1
"Paying Agent"..........................................................       2.4
"Registrar".............................................................       2.4
"Required Currency".....................................................     10.16
"Service Agent".........................................................       2.4
"successor person"......................................................       5.1
</TABLE>

         SECTION 1.3       INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company and
any successor obligor upon the Securities.

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA and not otherwise defined herein are used herein as so defined.

                                       5
<PAGE>

         SECTION 1.4       RULES OF CONSTRUCTION.

                  Unless the context otherwise requires:

                  (a)      a term has the meaning assigned to it;

                  (b)      an accounting term not otherwise defined has the
meaning assigned to it in accordance with generally accepted accounting
principles;

                  (c)      references to "generally accepted accounting
principles" and "GAAP" shall mean generally accepted accounting principles in
effect as of the time when and for the period as to which such accounting
principles are to be applied;

                  (d)      "or" is not exclusive;

                  (e)      words in the singular include the plural, and in the
plural include the singular; and

                  (f)      provisions apply to successive events and

transactions.

                                   ARTICLE II.
                                 THE SECURITIES

         SECTION 2.1       ISSUABLE IN SERIES.

                  The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more Series. All Securities of a Series shall be
identical except as may be set forth or determined in the manner provided in a
Board Resolution, supplemental indenture or Officers' Certificate detailing the
adoption of the terms thereof pursuant to authority granted under a Board
Resolution. In the case of Securities of a Series to be issued from time to
time, the Board Resolution, Officers' Certificate or supplemental indenture
detailing the adoption of the terms thereof pursuant to authority granted under
a Board Resolution may provide for the method by which specified terms (such as
interest rate, maturity date, record date or date from which interest shall
accrue) are to be determined. Securities may differ between Series in respect of
any matters, provided that all Series of Securities shall be equally and ratably
entitled to the benefits of the Indenture.

         SECTION 2.2       ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.

                  At or prior to the issuance of any Securities within a Series,
the following shall be established (as to the Series generally, in the case of
Subsection 2.2.1 and either as to such Securities within the Series or as to the
Series generally in the case of Subsections 2.2.2 through 2.2.21) by or pursuant
to a Board Resolution, and set forth or determined in the manner provided in a
Board Resolution, supplemental indenture or an Officers' Certificate:

                  2.2.1    the title of the Series (which shall distinguish the
Securities of that particular Series from the Securities of any other Series);

                                       6
<PAGE>

                  2.2.2    the price or prices (expressed as a percentage of the
principal amount thereof) at which the Securities of the Series will be issued;

                  2.2.3    any limit upon the aggregate principal amount of the
Securities of the Series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6);

                  2.2.4    the date or dates on which the principal of the
Securities of the Series is payable;

                  2.2.5    the rate or rates (which may be fixed or variable)
per annum or, if applicable, the method used to determine such rate or rates
(including, but not limited to, any commodity, commodity index, stock exchange
index or financial index) at which the Securities of the Series shall bear
interest, if any, the date or dates from which such interest, if any, shall
accrue, the date or dates on which such interest, if any, shall commence and be
payable and any regular record date for the interest payable on any interest
payment date;

                  2.2.6    the place or places where the principal of and
interest, if any, on the Securities of the Series shall be payable, where the
Securities of such Series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of such Series and this Indenture may be served, and the method of
such payment, if by wire transfer, mail or other means;

                  2.2.7    if applicable, the period or periods within which,
the price or prices at which and the terms and conditions upon which the
Securities of the Series may be redeemed, in whole or in part, at the option of
the Company;

                  2.2.8    the obligation, if any, of the Company to redeem or
purchase the Securities of the Series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within
which, the price or prices at which and the terms and conditions upon which
Securities of the Series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;

                  2.2.9    the dates, if any, on which and the price or prices
at which the Securities of the Series will be repurchased by the Company at the
option of the Holders thereof and other detailed terms and provisions of such
repurchase obligations;

                  2.2.10   if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which the Securities of the
Series shall be issuable;

                  2.2.11   the forms of the Securities of the Series in bearer
or fully registered form (and, if in fully registered form, whether the
Securities will be issuable as Global Securities);

                  2.2.12   if other than the principal amount thereof, the
portion of the principal amount of the Securities of the Series that shall be
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.2;

                                       7
<PAGE>

                  2.2.13   the currency of denomination of the Securities of the
Series, which may be Dollars or any Foreign Currency, including, but not limited
to, the ECU, and if such currency of denomination is a composite currency other
than the ECU, the agency or organization, if any, responsible for overseeing
such composite currency;

                  2.2.14   the designation of the currency, currencies or
currency units in which payment of the principal of and interest, if any, on the
Securities of the Series will be made;

                  2.2.15   if payments of principal of or interest, if any, on
the Securities of the Series are to be made in one or more currencies or
currency units other than that or those in which such Securities are
denominated, the manner in which the exchange rate with respect to such payments
will be determined;

                  2.2.16   the manner in which the amounts of payment of
principal of or interest, if any, on the Securities of the Series will be
determined, if such amounts may be determined by reference to an index based on
a currency or currencies or by reference to a commodity, commodity index, stock
exchange index or financial index;

                  2.2.17   the provisions, if any, relating to any security
provided for the Securities of the Series;

                  2.2.18   any addition to or change in the Events of Default
which applies to any Securities of the Series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 6.2;

                  2.2.19   any addition to or change in the covenants set forth
in Articles IV or V which applies to Securities of the Series;

                  2.2.20   any other terms of the Securities of the Series
(which may modify or delete any provision of this Indenture insofar as it
applies to such Series); and

                  2.2.21   any depositories, interest rate calculation agents,
exchange rate calculation agents or other agents with respect to Securities of
such Series if other than those appointed herein.

                  All Securities of any one Series need not be issued at the
same time and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental
indenture hereto or Officers' Certificate referred to above, and the authorized
principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officers' Certificate.

         SECTION 2.3       EXECUTION AND AUTHENTICATION.

                  Two Officers shall sign the Securities for the Company by
manual or facsimile signature.

                                       8
<PAGE>

                  If an Officer whose signature is on a Security no longer holds
that office at the time the Security is authenticated, the Security shall
nevertheless be valid.

                  A Security shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent. The signature shall
be conclusive evidence that the Security has been authenticated under this
Indenture.

                  The Trustee shall at any time, and from time to time,
authenticate Securities for original issue in the principal amount provided in
the Board Resolution, supplemental indenture hereto or Officers' Certificate,
upon receipt by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate.

                  The aggregate principal amount of Securities of any Series
outstanding at any time may not exceed any limit upon the maximum principal
amount for such Series set forth in the Board Resolution, supplemental indenture
hereto or Officers' Certificate delivered pursuant to Section 2.2, except as
provided in Section 2.8.

                  Prior to the issuance of Securities of any Series, the Trustee
shall have received and (subject to Section 7.2) shall be fully protected in
relying on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers' Certificate complying with
Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.

                  The Trustee shall have the right to decline to authenticate
and deliver any Securities of such Series: (a) if the Trustee, being advised by
counsel, determines that such action may not be taken lawfully; or (b) if the
Trustee in good faith by its board of directors or trustees, executive committee
or a trust committee of directors and/or vice-presidents shall determine that
such action would expose the Trustee to personal liability to Holders of any
then outstanding Series of Securities.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

         SECTION 2.4       REGISTRAR AND PAYING AGENT.

                  The Company shall maintain, with respect to each Series of
Securities, at the place or places specified with respect to such Series
pursuant to Section 2.2, an office or agency where Securities of such Series may
be presented or surrendered for payment ("Paying Agent"), where Securities of
such Series may be surrendered for registration of transfer or exchange
("Registrar") and where notices and demands to or upon the Company in respect of
the

                                       9
<PAGE>

Securities of such Series and this Indenture may be served ("Service Agent").
The Registrar shall keep a register with respect to each Series of Securities
and to their transfer and exchange. The Company will give prompt written notice
to the Trustee of the name and address, and any change in the name or address,
of each Registrar, Paying Agent or Service Agent. If at any time the Company
shall fail to maintain any such required Registrar, Paying Agent or Service
Agent or shall fail to furnish the Trustee with the name and address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

                  The Company may also from time to time designate one or more
co-registrars, additional paying agents or additional service agents and may
from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.2 for Securities of any Series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the name or address of any such
co-registrar, additional paying agent or additional service agent. The term
"Registrar" includes any co-registrar; the term "Paying Agent" includes any
additional paying agent; and the term "Service Agent" includes any additional
service agent.

                  The Company hereby appoints the Trustee as the initial
Registrar, Paying Agent and Service Agent for each Series unless another
Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior
to the time Securities of that Series are first issued.

         SECTION 2.5       PAYING AGENT TO HOLD MONEY IN TRUST.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust, for the
benefit of Securityholders of any Series of Securities, or the Trustee, all
money held by the Paying Agent for the payment of principal of or interest on
the Series of Securities, and will notify the Trustee of any default by the
Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other
than the Company or a Subsidiary of the Company) shall have no further liability
for the money. If the Company or a Subsidiary of the Company acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
Securityholders of any Series of Securities all money held by it as Paying
Agent.

         SECTION 2.6       SECURITYHOLDER LISTS.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Securityholders of each Series of Securities and shall otherwise
comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company
shall furnish to the Trustee at least ten days before each interest payment date
and at such other times as the Trustee may request in writing a list, in such
form and as of

                                       10
<PAGE>

such date as the Trustee may reasonably require, of the names and addresses of
Securityholders of each Series of Securities.

         SECTION 2.7       TRANSFER AND EXCHANGE.

                  Where Securities of a Series are presented to the Registrar or
a co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar's request. No service
charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), 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).

                  Neither the Company nor the Registrar shall be required (a) to
issue, register the transfer of, or exchange Securities of any Series for the
period beginning at the opening of business fifteen days immediately preceding
the mailing of a notice of redemption of Securities of that Series 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 Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.

         SECTION 2.8       MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

                  If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and make available for
delivery in exchange therefor a new Security of the same Series and of like
tenor and principal amount and bearing a number not contemporaneously
outstanding.

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and make available for delivery, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

                  Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                                       11
<PAGE>

                  Every new Security of any Series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that Series duly issued
hereunder.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

         SECTION 2.9       OUTSTANDING SECURITIES.

                  The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest on a Global Security
effected by the Trustee in accordance with the provisions hereof and those
described in this Section as not outstanding.

                  If a Security is replaced pursuant to Section 2.8, it ceases
to be outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                  If the Paying Agent (other than the Company, a Subsidiary of
the Company or an Affiliate of the Company) holds on the Maturity of Securities
of a Series money sufficient to pay such Securities payable on that date, then
on and after that date such Securities of the Series cease to be outstanding and
interest on them ceases to accrue.

                  A Security does not cease to be outstanding because the
Company or an Affiliate of the Company holds the Security.

                  In determining whether the Holders of the requisite principal
amount of outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 6.2.

         SECTION 2.10      TREASURY SECURITIES.

                  In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any request, demand,
authorization, direction, notice, consent or waiver, Securities of a Series
owned by the Company shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded.

                                       12
<PAGE>

         SECTION 2.11      TEMPORARY SECURITIES.

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities upon
a Company Order. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee upon request shall authenticate definitive
Securities of the same Series and date of maturity in exchange for temporary
Securities. Until so exchanged, temporary securities shall have the same rights
under this Indenture as the definitive Securities.

         SECTION 2.12      CANCELLATION.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment. The Trustee shall cancel all Securities surrendered for
transfer, exchange, payment, replacement or cancellation and deliver such
canceled Securities to the Company, unless the Company otherwise directs;
provided that the Trustee shall not be required to destroy Securities. The
Company may not issue new Securities to replace Securities that it has paid or
delivered to the Trustee for cancellation.

         SECTION 2.13      DEFAULTED INTEREST.

                  If the Company defaults in a payment of interest on a Series
of Securities, it shall pay the defaulted interest, plus, to the extent
permitted by law, any interest payable on the defaulted interest, to the persons
who are Securityholders of the Series on a subsequent special record date. The
Company shall fix the record date and payment date. At least 10 days before the
record date, the Company shall mail to the Trustee and to each Securityholder of
the Series a notice that states the record date, the payment date and the amount
of interest to be paid. The Company may pay defaulted interest in any other
lawful manner.

         SECTION 2.14      GLOBAL SECURITIES.

                  2.14.1   TERMS OF SECURITIES. A Board Resolution, a
supplemental indenture hereto or an Officers' Certificate shall establish
whether the Securities of a Series shall be issued in whole or in part in the
form of one or more Global Securities and the Depository for such Global
Security or Securities.

                  2.14.2   TRANSFER AND EXCHANGE. Notwithstanding any provisions
to the contrary contained in Section 2.7 of the Indenture and in addition
thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of
the Indenture for Securities registered in the names of Holders other than the
Depository for such Security or its nominee only if (i) such Depository notifies
the Company that it is unwilling or unable to continue as Depository for such
Global Security or if at any time such Depository ceases to be a clearing agency
registered under the Exchange Act, and, in either case, the Company fails to
appoint a successor Depository registered as a clearing agency under the
Exchange Act within 90 days of such event, (ii) the Company executes and
delivers to the Trustee an Officers' Certificate to the effect that such Global
Security shall be so exchangeable or (iii) an Event of Default with respect to
the

                                       13
<PAGE>

Securities represented by such Global Security shall have happened and be
continuing. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the
Depository shall direct in writing in an aggregate principal amount equal to the
principal amount of the Global Security with like tenor and terms.

                  Except as provided in this Section 2.14.2, a Global Security
may not be transferred except as a whole by the Depository with respect to such
Global Security to a nominee of such Depository, by a nominee of such Depository
to such Depository or another nominee of such Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such a successor
Depository.

                  2.14.3   LEGEND. Any Global Security issued hereunder shall
bear a legend in substantially the following form:

                  "This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of the
Depository or a nominee of the Depository. This Security is exchangeable for
Securities registered in the name of a person other than the Depository or its
nominee only in the limited circumstances described in the Indenture, and may
not be transferred except as a whole by the Depository to a nominee of the
Depository, by a nominee of the Depository to the Depository or another nominee
of the Depository or by the Depository or any such nominee to a successor
Depository or a nominee of such a successor Depository."

                  2.14.4   ACTS OF HOLDERS. The Depository, as a Holder, may
appoint agents and otherwise authorize participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under the Indenture.

                  2.14.5   PAYMENTS. Notwithstanding the other provisions of
this Indenture, unless otherwise specified as contemplated by Section 2.2,
payment of the principal of and interest, if any, on any Global Security shall
be made to the Holder thereof.

                  2.14.6   CONSENTS, DECLARATION AND DIRECTIONS. Except as
provided in Section 2.14.5, the Company, the Trustee and any Agent shall treat a
person as the Holder of such principal amount of outstanding Securities of such
Series represented by a Global Security as shall be specified in a written
statement of the Depository with respect to such Global Security, for purposes
of obtaining any consents, declarations, waivers or directions required to be
given by the Holders pursuant to this Indenture.

         SECTION 2.15      CUSIP NUMBERS.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other elements of

                                       14
<PAGE>

identification printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.

                                  ARTICLE III.
                                   REDEMPTION

         SECTION 3.1       NOTICE TO TRUSTEE.

                  The Company may, with respect to any Series of Securities,
reserve the right to redeem and pay the Series of Securities or may covenant to
redeem and pay the Series of Securities or any part thereof prior to the Stated
Maturity thereof at such time and on such terms as provided for in such
Securities. If a Series of Securities is redeemable and the Company wants or is
obligated to redeem prior to the Stated Maturity thereof all or part of the
Series of Securities pursuant to the terms of such Securities, it shall notify
the Trustee of the redemption date and the principal amount of Series of
Securities to be redeemed. The Company shall give the notice at least 45 days
before the redemption date (or such shorter notice as may be acceptable to the
Trustee).

         SECTION 3.2       SELECTION OF SECURITIES TO BE REDEEMED.

                  Unless otherwise indicated for a particular Series by a Board
Resolution, a supplemental indenture or an Officers' Certificate, if less than
all the Securities of a Series are to be redeemed, the Trustee shall select the
Securities of the Series to be redeemed in any manner that the Trustee deems
fair and appropriate. The Trustee shall make the selection from Securities of
the Series outstanding not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000. Securities of the Series and portions of
them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or,
with respect to Securities of any Series issuable in other denominations
pursuant to Section 2.2.10, the minimum principal denomination for each Series
and integral multiples thereof. Provisions of this Indenture that apply to
Securities of a Series called for redemption also apply to portions of
Securities of that Series called for redemption.

         SECTION 3.3       NOTICE OF REDEMPTION.

                  Unless otherwise indicated for a particular Series by Board
Resolution, a supplemental indenture hereto or an Officers' Certificate, at
least 30 days but not more than 60 days before a redemption date, the Company
shall mail a notice of redemption by first-class mail to each Holder whose
Securities are to be redeemed and, if any Bearer Securities are outstanding,
publish on one occasion a notice in an Authorized Newspaper.

                  The notice shall identify the Securities of the Series to be
redeemed and shall state:

                  (a)      the redemption date;

                  (b)      the redemption price;

                  (c)      the name and address of the Paying Agent;

                                       15
<PAGE>

                  (d)      that Securities of the Series called for redemption
must be surrendered to the Paying Agent to collect the redemption price;

                  (e)      that interest on Securities of the Series called for
redemption ceases to accrue on and after the redemption date;

                  (f)      the CUSIP number, if any; and

                  (g)      any other information as may be required by the terms
of the particular Series or the Securities of a Series being redeemed.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.

         SECTION 3.4       EFFECT OF NOTICE OF REDEMPTION.

                  Once notice of redemption is mailed or published as provided
in Section 3.3, Securities of a Series called for redemption become due and
payable on the redemption date and at the redemption price. A notice of
redemption may not be conditional. Upon surrender to the Paying Agent, such
Securities shall be paid at the redemption price plus accrued interest to the
redemption date, provided that installments of interest whose Stated Maturity is
on or prior to the redemption date shall be payable to the Holders of such
Securities (or one or more predecessor Securities) registered at the close of
business on the relevant record date therefor according to their terms and the
terms of this Indenture.

         SECTION 3.5       DEPOSIT OF REDEMPTION PRICE.

                  On or before the redemption date, the Company shall deposit
with the Paying Agent money sufficient to pay the redemption price of and
accrued interest, if any, on all Securities to be redeemed on that date.

         SECTION 3.6       SECURITIES REDEEMED IN PART.

                  Upon surrender of a Security that is redeemed in part, the
Trustee shall authenticate for the Holder a new Security of the same Series and
the same maturity equal in principal amount to the unredeemed portion of the
Security surrendered.

                                   ARTICLE IV.
                                    COVENANTS

         SECTION 4.1       PAYMENT OF PRINCIPAL AND INTEREST.

                  The Company covenants and agrees for the benefit of the
Holders of each Series of Securities that it will duly and punctually pay the
principal of and interest, if any, on the Securities of that Series in
accordance with the terms of such Securities and this Indenture.

                                       16
<PAGE>

         SECTION 4.2       SEC REPORTS.

                  The Company shall deliver to the Trustee within 15 days after
it files them with the SEC copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The
Company also shall comply with the other provisions of TIA Section 314(a).
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on an Officers' Certificate).

         SECTION 4.3       COMPLIANCE CERTIFICATE.

                  The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company, an Officers' Certificate
stating that a review of the activities of the Company and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his/her knowledge the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions hereof (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he may have
knowledge).

                  The Company will, so long as any of the Securities are
outstanding, deliver to the Trustee, forthwith upon becoming aware of any
Default or Event of Default, an Officers' Certificate specifying such Default or
Event of Default and what action the Company is taking or proposes to take with
respect thereto.

         SECTION 4.4       STAY, EXTENSION AND USURY LAWS.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture or the Securities and the Company
(to the extent it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law has been enacted.

         SECTION 4.5       CORPORATE EXISTENCE.

                  Subject to Article V, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and the rights (charter and statutory), licenses and franchises of the
Company; provided, however, that the Company shall

                                       17
<PAGE>

not be required to preserve any such right, license or franchise if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Subsidiaries taken as a
whole and that the loss thereof is not adverse in any material respect to the
Holders.

         SECTION 4.6       TAXES.

                  The Company shall pay prior to delinquency all taxes,
assessments and governmental levies, except as contested in good faith and by
appropriate proceedings.

                                   ARTICLE V.
                                   SUCCESSORS

         SECTION 5.1       WHEN COMPANY MAY MERGE, ETC.

                  The Company shall not consolidate with or merge with or into,
or convey, transfer or lease all or substantially all of its properties and
assets to, any person (a "successor person") unless:

                  (a)      the Company is the surviving corporation or the
successor person (if other than the Company) is a corporation organized and
validly existing under the laws of any U.S. domestic jurisdiction and expressly
assumes the Company's obligations on the Securities and under this Indenture;
and

                  (b)      immediately after giving effect to the transaction,
no Default or Event of Default, shall have occurred and be continuing.

                  The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and any supplemental indenture comply with this Indenture.

         SECTION 5.2       SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor person has been named
as the Company herein; provided, however, that the predecessor Company in the
case of a sale, conveyance or other disposition (other than a lease) shall be
released from all obligations and covenants under this Indenture and the
Securities.

                                       18
<PAGE>

                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES

         SECTION 6.1       EVENTS OF DEFAULT.

                  "Event of Default," wherever used herein with respect to
Securities of any Series, means any one of the following events, unless in the
establishing Board Resolution, supplemental indenture or Officers' Certificate,
it is provided that such Series shall not have the benefit of said Event of
Default:

                  (a)      default in the payment of any interest on any
Security of that Series when it becomes due and payable, and continuance of such
default for a period of 30 days (unless the entire amount of such payment is
deposited by the Company with the Trustee or with a Paying Agent prior to the
expiration of such period of 30 days); or

                  (b)      default in the payment of principal of any Security
of that Series at its Maturity; or

                  (c)      default in the deposit of any sinking fund payment,
when and as due in respect of any Security of that Series; or

                  (d)      default in the performance or breach of any covenant
or warranty of the Company in this Indenture (other than a covenant or warranty
for which the consequences of nonperformance or breach are addressed elsewhere
in this Section 6.1 and other than a covenant or warranty that has been included
in this Indenture solely for the benefit of Series of Securities other than that
Series), which default continues uncured for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of not less than a majority in
principal amount of the outstanding Securities of that Series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

                  (e)      the Company pursuant to or within the meaning of any
Bankruptcy Law:

                           (i)      commences a voluntary case,

                           (ii)     consents to the entry of an order for relief
against it in an involuntary case,

                           (iii)    consents to the appointment of a Custodian
of it or for all or substantially all of its property,

                           (iv)     makes a general assignment for the benefit
of its creditors, or

                           (v)      generally is unable to pay its debts as the
same become due; or

                  (f)      a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

                                       19
<PAGE>

                           (i)      is for relief against the Company in an
involuntary case,

                           (ii)     appoints a Custodian of the Company or for
all or substantially all of its property, or

                           (iii)    orders the liquidation of the Company, and
the order or decree remains unstayed and in effect for 60 days; or

                  (g)      any other Event of Default provided with respect to
Securities of that Series, which is specified in a Board Resolution, a
supplemental indenture hereto or an Officers' Certificate, in accordance with
Section 2.2.18.

                  The term "Bankruptcy Law" means title 11, U.S. Code or any
similar Federal or State law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

         SECTION 6.2       ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  If an Event of Default with respect to Securities of any
Series at the time outstanding occurs and is continuing (other than an Event of
Default referred to in Section 6.1(e) or (f)), then in every such case the
Trustee or the Holders of not less than a majority in principal amount of the
outstanding Securities of that Series may declare the principal amount (or, if
any Securities of that Series are Discount Securities, such portion of the
principal amount as may be specified in the terms of such Securities) of and
accrued and unpaid interest, if any, on all of the Securities of that Series to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) and accrued and unpaid interest, if any, shall
become immediately due and payable. If an Event of Default specified in Section
6.1(e) or (f) shall occur, the principal amount (or specified amount) of and
accrued and unpaid interest, if any, on all outstanding Securities 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.

                  At any time after such a declaration of acceleration with
respect to any Series has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the outstanding
Securities of that Series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if all Events of Default
with respect to Securities of that Series, other than the non-payment of the
principal and interest, if any, of Securities of that Series which have become
due solely by such declaration of acceleration, have been cured or waived as
provided in Section 6.13.

                  No such rescission shall affect any subsequent Default or
impair any right consequent thereon.

                                       20
<PAGE>

         SECTION 6.3       COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
                           BY TRUSTEE.

                  The Company covenants that if:

                  (a)      default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default continues
for a period of 30 days, or

                  (b)      default is made in the payment of principal of any
Security at the Maturity thereof, or

                  (c)      default is made in the deposit of any sinking fund
payment when and as due by the terms of a Security,

then, the Company will, upon demand of the Trustee, pay to it, for the benefit
of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and any
overdue interest at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or deemed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

                  If an Event of Default with respect to any Securities of any
Series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such Series by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

         SECTION 6.4       TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                                       21
<PAGE>

                  (a)      to file and prove a claim for the whole amount of
principal and interest owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding, and

                  (b)      to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same,

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

         SECTION 6.5       TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                           SECURITIES.

                  All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         SECTION 6.6       APPLICATION OF MONEY COLLECTED.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  First: To the payment of all amounts due the Trustee under
Section 7.7; and

                  Second: To the payment of the amounts then due and unpaid for
principal of and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal and interest, respectively; and

                  Third: To the Company.

                                       22
<PAGE>

         SECTION 6.7       LIMITATION ON SUITS.

                  No Holder of any Security of any Series shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

                  (a)      such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to the Securities of
that Series;

                  (b)      the Holders of at least a majority in principal
amount of the outstanding Securities of that Series shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;

                  (c)      such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

                  (d)      the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any such
proceeding; and

                  (e)      no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the outstanding Securities of that Series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

         SECTION 6.8       UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL
                           AND INTEREST.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest, if any, on
such Security on the Stated Maturity or Stated Maturities expressed in such
Security (or, in the case of redemption, on the redemption date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

         SECTION 6.9       RESTORATION OF RIGHTS AND REMEDIES.

                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

                                       23
<PAGE>

         SECTION 6.10      RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not, to the extent permitted by
law, prevent the concurrent assertion or employment of any other appropriate
right or remedy.

         SECTION 6.11      DELAY OR OMISSION NOT WAIVER.

                  No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

         SECTION 6.12      CONTROL BY HOLDERS.

                  The Holders of a majority in principal amount of the
outstanding Securities of any Series 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 Securities of such Series, provided that:

                  (a)      such direction shall not be in conflict with any rule
of law or with this Indenture,

                  (b)      the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction, and

                  (c)      subject to the provisions of Section 6.1, the Trustee
shall have the right to decline to follow any such direction if the Trustee in
good faith shall, by a Responsible Officer of the Trustee, determine that the
proceeding so directed would involve the Trustee in personal liability.

         SECTION 6.13      WAIVER OF PAST DEFAULTS.

                  The Holders of not less than a majority in principal amount of
the outstanding Securities of any Series may on behalf of the Holders of all the
Securities of such Series waive any past Default hereunder with respect to such
Series and its consequences, except a Default (i) in the payment of the
principal of or interest on any Security of such Series (provided, however, that
the Holders of a majority in principal amount of the outstanding Securities of
any Series may rescind an acceleration and its consequences, including any
related payment default that resulted from such acceleration) or (ii) in respect
of a covenant or provision hereof which cannot be modified or amended without
the consent of the Holder of each outstanding Security of such

                                       24
<PAGE>

Series affected. Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

         SECTION 6.14      UNDERTAKING FOR COSTS.

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Securities of any Series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or interest on
any Security on or after the Stated Maturity or Stated Maturities expressed in
such Security (or, in the case of redemption, on the redemption date).

                                  ARTICLE VII.
                                     TRUSTEE

         SECTION 7.1       DUTIES OF TRUSTEE.

                  (a)      If an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

                  (b)      Except during the continuance of an Event of Default:

                           (i)      The Trustee need perform only those duties
that are specifically set forth in this Indenture and no others.

                           (ii)     In the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon Officers' Certificates or
Opinions of Counsel furnished to the Trustee and conforming to the requirements
of this Indenture; however, in the case of any such Officers' Certificates or
Opinions of Counsel which by any provisions hereof are specifically required to
be furnished to the Trustee, the Trustee shall examine such Officers'
Certificates and Opinions of Counsel to determine whether or not they conform to
the requirements of this Indenture.

                  (c)      The Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                                       25
<PAGE>

                           (i)      This paragraph does not limit the effect of
paragraph (b) of this Section.

                           (ii)     The Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts.

                           (iii)    The Trustee shall not be liable with respect
to any action taken, suffered or omitted to be taken by it with respect to
Securities of any Series in good faith in accordance with the direction of the
Holders of a majority in principal amount of the outstanding Securities of such
Series relating to the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture with respect to the Securities of such
Series.

                  (d)      Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraph (a), (b) and (c) of this Section.

                  (e)      The Trustee may refuse to perform any duty or
exercise any right or power at the request or direction of any Holder unless it
receives indemnity satisfactory to it against any loss, liability or expense.

                  (f)      The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

                  (g)      No provision of this Indenture shall require the
Trustee to risk its own funds or otherwise incur any financial liability in the
performance of any of its duties, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk is not reasonably assured to it.

                  (h)      The Paying Agent, the Registrar and any
authenticating agent shall be entitled to the protections, immunities and
standard of care as are set forth in paragraphs (a), (b) and (c) of this Section
with respect to the Trustee.

         SECTION 7.2       RIGHTS OF TRUSTEE.

                  (a)      The Trustee may rely on and shall be protected in
acting or refraining from acting upon any document believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document.

                  (b)      Before the Trustee acts or refrains from acting, it
may require an Officers' Certificate. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officers'
Certificate.

                  (c)      The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care. No Depository shall be deemed

                                       26
<PAGE>

an agent of the Trustee and the Trustee shall not be responsible for any act or
omission by any Depository.

                  (d)      The Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or
within its rights or powers, provided that the Trustee's conduct does not
constitute negligence or bad faith.

                  (e)      The Trustee may consult with counsel and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder without negligence and in good faith and in reliance thereon.

                  (f)      The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders of Securities unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction.

                  (g)      The Trustee may consult with counsel of its selection
and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder without negligence and in good faith and in reliance
thereon.

                  (h)      The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit.

                  (i)      The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities generally or the Securities
of a particular Series and this Indenture.

         SECTION 7.3       INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. The Trustee is also subject
to Sections 7.10 and 7.11.

         SECTION 7.4       TRUSTEE'S DISCLAIMER.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities, it shall not be accountable for
the Company's use of the proceeds from the Securities, and it shall not be
responsible for any statement in the Securities other than its authentication.

                                       27
<PAGE>

         SECTION 7.5       NOTICE OF DEFAULTS.

                  If a Default or Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is known to a Responsible
Officer of the Trustee, the Trustee shall mail to each Securityholder of the
Securities of that Series and, if any Bearer Securities are outstanding, publish
on one occasion in an Authorized Newspaper, notice of a Default or Event of
Default within 90 days after it occurs or, if later, after a Responsible Officer
of the Trustee has knowledge of such Default or Event of Default. Except in the
case of a Default or Event of Default in payment of principal of or interest on
any Security of any Series, the Trustee may withhold the notice if and so long
as its corporate trust committee or a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Securityholders of that Series.

         SECTION 7.6       REPORTS BY TRUSTEE TO HOLDERS.

                  Within 60 days after May 15 in each year, the Trustee shall
transmit by mail to all Securityholders, as their names and addresses appear on
the register kept by the Registrar and, if any Bearer Securities are
outstanding, publish in an Authorized Newspaper, a brief report dated as of such
May 15, in accordance with, and to the extent required under, TIA Section 313.

                  A copy of each report at the time of its mailing to
Securityholders of any Series shall be filed with the SEC and each stock
exchange on which the Securities of that Series are listed. The Company shall
promptly notify the Trustee when Securities of any Series are listed on any
stock exchange.

         SECTION 7.7       COMPENSATION AND INDEMNITY.

                  The Company shall pay to the Trustee from time to time
compensation for its services as the Company and the Trustee shall from time to
time agree upon in writing. The Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel.

                  The Company shall indemnify each of the Trustee and any
predecessor Trustee (including the cost of defending itself) against any loss,
liability or expense, including taxes (other than taxes based upon, measured by
or determined by the income of the Trustee) incurred by it except as set forth
in the next paragraph in the performance of its duties under this Indenture as
Trustee or Agent. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have one separate counsel and
the Company shall pay the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld. This indemnification shall apply to
officers, directors, employees, shareholders and agents of the Trustee.

                                       28
<PAGE>

                  The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee or by any officer,
director, employee, shareholder or agent of the Trustee through negligence or
bad faith.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Securities of any Series on all money
or property held or collected by the Trustee, except that held in trust to pay
principal of and interest on particular Securities of that Series.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(e) or (f) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  The provisions of this Section shall survive the termination
of this Indenture.

         SECTION 7.8       REPLACEMENT OF TRUSTEE.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                  The Trustee may resign with respect to the Securities of one
or more Series by so notifying the Company at least 30 days prior to the date of
the proposed resignation. The Holders of a majority in principal amount of the
Securities of any Series may remove the Trustee with respect to that Series by
so notifying the Trustee and the Company. The Company may remove the Trustee
with respect to Securities of one or more Series if:

                  (a)      the Trustee fails to comply with Section 7.10;

                  (b)      the Trustee is adjudged a bankrupt or an insolvent or
an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;

                  (c)      a Custodian or public officer takes charge of the
Trustee or its property; or

                  (d)      the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Securities may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

                  If a successor Trustee with respect to the Securities of any
one or more Series does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of at least a majority in principal amount of the Securities of the applicable
Series may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

                                       29
<PAGE>

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee subject to the lien provided for in Section 7.7, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
with respect to each Series of Securities for which it is acting as Trustee
under this Indenture. A successor Trustee shall mail a notice of its succession
to each Securityholder of each such Series and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company's obligations under Section 7.7 hereof shall continue for the benefit of
the retiring Trustee with respect to expenses and liabilities incurred by it
prior to such replacement.

         SECTION 7.9       SUCCESSOR TRUSTEE BY MERGER, ETC.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

         SECTION 7.10      ELIGIBILITY; DISQUALIFICATION.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always
have a combined capital and surplus of at least $25,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b).

         SECTION 7.11      REFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

                                  ARTICLE VIII.
                     SATISFACTION AND DISCHARGE; DEFEASANCE

         SECTION 8.1       SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall upon Company Order cease to be of further
effect (except as hereinafter provided in this Section 8.1), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (a)      either:

                           (i)      all Securities theretofore authenticated and
delivered (other than Securities that have been destroyed, lost or stolen and
that have been replaced or paid) have been delivered to the Trustee for
cancellation; or

                           (ii)     all such Securities not theretofore
delivered to the Trustee for cancellation

                                       30
<PAGE>

                                    (1)     have become due and payable, or

                                    (2)     will become due and payable at their
Stated Maturity within one year, or

                                    (3)     are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company;

and the Company has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust an amount sufficient for the purpose of paying
and discharging the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and interest to the
date of such deposit (in the case of Securities which have become due and
payable on or prior to the date of such deposit) or to the Stated Maturity or
redemption date, as the case may be;

                  (b)      the Company has paid or caused to be paid all other
sums payable hereunder by the Company; and

                  (c)      the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.7, and, if money shall
have been deposited with the Trustee pursuant to clause (a) of this Section, the
provisions of Sections 2.4, 2.7, 2.8, 8.1, 8.2 and 8.5 shall survive.

         SECTION 8.2       APPLICATION OF TRUST FUNDS; INDEMNIFICATION.

                  (a)      Subject to the provisions of Section 8.5, all money
deposited with the Trustee pursuant to Section 8.1, all money and U.S.
Government Obligations or Foreign Government Obligations deposited with the
Trustee pursuant to Section 8.3 or 8.4 and all money received by the Trustee in
respect of U.S. Government Obligations or Foreign Government Obligations
deposited with the Trustee pursuant to Section 8.3 or 8.4, shall be held in
trust and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(other than the Company acting as its own Paying Agent) as the Trustee may
determine, to the persons entitled thereto, of the principal and interest for
whose payment such money has been deposited with or received by the Trustee or
to make mandatory sinking fund payments or analogous payments as contemplated by
Sections 8.3 or 8.4.

                  (b)      The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations or Foreign Government Obligations deposited pursuant to
Sections 8.3 or 8.4 or the interest and principal received in respect of such
obligations other than any payable by or on behalf of Holders.

                                       31
<PAGE>

                  (c)      The Trustee shall deliver or pay to the Company from
time to time upon Company Request any U.S. Government Obligations or Foreign
Government Obligations or money held by it as provided in Sections 8.3 or 8.4
which, in the opinion of a nationally recognized firm of independent certified
public accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such U.S. Government
Obligations or Foreign Government Obligations or money were deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S.
Government Obligations or Foreign Government Obligations held under this
Indenture.

         SECTION 8.3       LEGAL DEFEASANCE OF SECURITIES OF ANY SERIES.

                  Unless this Section 8.3 is otherwise specified, pursuant to
Section 2.2.20, to be inapplicable to Securities of any Series, the Company
shall be deemed to have paid and discharged the entire indebtedness on all the
outstanding Securities of any Series on the 91st day after the date of the
deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such outstanding Securities of such Series, shall no
longer be in effect (and the Trustee, at the expense of the Company, shall, at
Company Request, execute proper instruments acknowledging the same), except as
to:

                  (a)      the rights of Holders of Securities of such Series to
receive, from the trust funds described in subparagraph (d) hereof, (i) payment
of the principal of and each installment of principal of and interest on the
outstanding Securities of such Series on the Stated Maturity of such principal
or installment of principal or interest and (ii) the benefit of any mandatory
sinking fund payments applicable to the Securities of such Series on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and the Securities of such Series;

                  (b)      the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3,
and 8.5; and

                  (c)      the rights, powers, trust and immunities of the
Trustee hereunder;

provided that, the following conditions shall have been satisfied:

                  (d)      the Company shall have deposited or caused to be
irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee as
trust funds in trust for the purpose of making the following payments,
specifically pledged as security for and dedicated solely to the benefit of the
Holders of such Securities (i) in the case of Securities of such Series
denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or
(ii) in the case of Securities of such Series denominated in a Foreign Currency
(other than a composite currency), money and/or Foreign Government Obligations,
which through the payment of interest and principal in respect thereof in
accordance with their terms, will provide (and without reinvestment and assuming
no tax liability will be imposed on such Trustee), not later than one day before
the due date of any payment of money, an amount in cash, sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge each installment of principal of and interest, if any, on and any
mandatory sinking fund payments in respect of all the Securities of such Series
on the dates such installments of interest or principal and such sinking fund
payments are due;

                                       32
<PAGE>

                  (e)      such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound;

                  (f)      no Default or Event of Default with respect to the
Securities of such Series shall have occurred and be continuing on the date of
such deposit or during the period ending on the 91st day after such date;

                  (g)      the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel to the effect that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of execution of this Indenture, there
has been a change in the applicable Federal income tax law, in either case to
the effect that, and based thereon such Opinion of Counsel shall confirm that,
the Holders of the Securities of such Series will not recognize income, gain or
loss for Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to Federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred;

                  (h)      the Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders of the Securities of such Series over any
other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company; and

                  (i)      the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the defeasance contemplated by
this Section have been complied with.

         SECTION 8.4       COVENANT DEFEASANCE.

                  Unless this Section 8.4 is otherwise specified pursuant to
Section 2.2.20 to be inapplicable to Securities of any Series, on and after the
91st day after the date of the deposit referred to in subparagraph (a) hereof,
the Company may omit to comply with respect to the Securities of any Series with
any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.6,
and 5.1 as well as any additional covenants specified in a supplemental
indenture for such Series of Securities or a Board Resolution or an Officers'
Certificate delivered pursuant to Section 2.2.20 (and the failure to comply with
any such covenants shall not constitute a Default or Event of Default with
respect to such Series under Section 6.1) and the occurrence of any event
specified in a supplemental indenture for such Series of Securities or a Board
Resolution or an Officers' Certificate delivered pursuant to Section 2.2.18 and
designated as an Event of Default shall not constitute a Default or Event of
Default hereunder, with respect to the Securities of such Series, provided that
the following conditions shall have been satisfied:

                  (a)      With reference to this Section 8.4, the Company has
deposited or caused to be irrevocably deposited (except as provided in Section
8.2(c)) with the Trustee as trust funds in trust for the purpose of making the
following payments specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities (i) in the case of Securities
of such Series denominated in Dollars, cash in Dollars and/or U.S. Government
Obligations, or

                                       33
<PAGE>

(ii) in the case of Securities of such Series denominated in a Foreign Currency
(other than a composite currency), money and/or Foreign Government Obligations,
which through the payment of interest and principal in respect thereof in
accordance with their terms, will provide (and without reinvestment and assuming
no tax liability will be imposed on such Trustee), not later than one day before
the due date of any payment of money, an amount in cash, sufficient, in the
opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge each installment of principal of and interest, if
any, on and any mandatory sinking fund payments in respect of the Securities of
such Series on the dates such installments of interest or principal and such
sinking fund payments are due;

                  (b)      Such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound;

                  (c)      No Default or Event of Default with respect to the
Securities of such Series shall have occurred and be continuing on the date of
such deposit or during the period ending on the 91st day after such date;

                  (d)      The Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that Holders of the Securities of such Series
will not recognize income, gain or loss for federal income tax purposes as a
result of such deposit and covenant defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such deposit and covenant defeasance had not
occurred; and

                  (e)      The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the covenant defeasance
contemplated by this Section have been complied with.

         SECTION 8.5       REPAYMENT TO 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, Securityholders entitled to the
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

                                   ARTICLE IX.
                             AMENDMENTS AND WAIVERS

         SECTION 9.1       WITHOUT CONSENT OF HOLDERS.

                  The Company and the Trustee may amend or supplement this
Indenture or the Securities of one or more Series without the consent of any
Securityholder:

                  (a)      to cure any ambiguity, defect or inconsistency;

                  (b)      to comply with Article V;

                                       34
<PAGE>

                  (c)      to provide for uncertificated Securities in addition
to or in place of certificated Securities;

                  (d)      to make any change that does not adversely affect the
rights of any Securityholder;

                  (e)      to provide for the issuance of and establish the form
and terms and conditions of Securities of any Series as permitted by this
Indenture;

                  (f)      to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of
one or more Series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee; or

                  (g)      to comply with requirements of the SEC in order to
effect or maintain the qualification of this Indenture under the TIA.

         SECTION 9.2       WITH CONSENT OF HOLDERS.

                  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 Securities of each Series affected by such
supplemental indenture (including consents obtained in connection with a tender
offer or exchange offer for the Securities of such Series), for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Securityholders of each such Series. Except as
provided in Section 6.13, the Holders of at least a majority in principal amount
of the outstanding Securities of any Series by notice to the Trustee (including
consents obtained in connection with a tender offer or exchange offer for the
Securities of such Series) may waive compliance by the Company with any
provision of this Indenture or the Securities with respect to such Series.

                  It shall not be necessary for the consent of the Holders of
Securities under this Section 9.2 to approve the particular form of any proposed
supplemental indenture or waiver, but it shall be sufficient if such consent
approves the substance thereof. After a supplemental indenture or waiver under
this section becomes effective, the Company shall mail to the Holders of
Securities affected thereby and, if any Bearer Securities affected thereby are
outstanding, publish on one occasion in an Authorized Newspaper, a notice
briefly describing the supplemental indenture or waiver. Any failure by the
Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

         SECTION 9.3       LIMITATIONS.

                  Without the consent of each Securityholder affected, an
amendment or waiver may not:

                  (a)      reduce the amount of Securities whose Holders must
consent to an amendment, supplement or waiver;

                                       35
<PAGE>

                  (b)      reduce the rate of or extend the time for payment of
interest (including default interest) on any Security;

                  (c)      reduce the principal or change the Stated Maturity of
any Security or reduce the amount of, or postpone the date fixed for, the
payment of any sinking fund or analogous obligation;

                  (d)      reduce the principal amount of Discount Securities
payable upon acceleration of the maturity thereof;

                  (e)      waive a Default or Event of Default in the payment of
the principal of or interest, if any, on any Security (except a rescission of
acceleration of the Securities of any Series by the Holders of at least a
majority in principal amount of the outstanding Securities of such Series and a
waiver of the payment default that resulted from such acceleration);

                  (f)      make the principal of or interest, if any, on any
Security payable in any currency other than that stated in the Security;

                  (g)      make any change in Sections 6.8, 6.13, or 9.3 (this
sentence); or

                  (h)      waive a redemption payment with respect to any
Security.

         SECTION 9.4       COMPLIANCE WITH TRUST INDENTURE ACT.

                  Every amendment to this Indenture or the Securities of one or
more Series shall be set forth in a supplemental indenture hereto that complies
with the TIA as then in effect.

         SECTION 9.5       REVOCATION AND EFFECT OF CONSENTS.

                  Until an amendment is set forth in a supplemental indenture or
a waiver becomes effective, a consent to it by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to his Security
or portion of a Security if the Trustee receives the notice of revocation before
the date of the supplemental indenture or the date the waiver becomes effective.

                  Any amendment or waiver once effective shall bind every
Securityholder of each Series affected by such amendment or waiver unless it is
of the type described in any of clauses (a) through (h) of Section 9.3. In that
case, the amendment or waiver shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security.

         SECTION 9.6       NOTATION ON OR EXCHANGE OF SECURITIES.

                  The Trustee may place an appropriate notation about an
amendment or waiver on any Security of any Series thereafter authenticated. The
Company in exchange for Securities of

                                       36
<PAGE>

that Series may issue and the Trustee shall authenticate upon request new
Securities of that Series that reflect the amendment or waiver.

         SECTION 9.7       TRUSTEE PROTECTED.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 7.1) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee shall sign
all supplemental indentures, except that the Trustee need not sign any
supplemental indenture that adversely affects its rights.

                                   ARTICLE X.
                                  MISCELLANEOUS

         SECTION 10.1      TRUST INDENTURE ACT CONTROLS.

                  If any provision of this Indenture limits, qualifies, or
conflicts with another provision which is required or deemed to be included in
this Indenture by the TIA, such required or deemed provision shall control.

         SECTION 10.2      NOTICES.

                  Any notice or communication by the Company or the Trustee to
the other, or by a Holder to the Company or the Trustee, is duly given if in
writing and delivered in person or mailed by first-class mail:

                           if to the Company:

                           Broadcom Corporation
                           16215 Alton Parkway
                           Irvine, California 92618
                           Attention:  David A. Dull
                                       Vice President of Business Affairs,
                                       General Counsel and Secretary
                           Telephone:  (949) 450-8700
                           Facsimile:

                           if to the Trustee:

                           _______________________________________________
                           _______________________________________________
                           _______________________________________________
                           Attention:_____________________________________
                           Telephone:_____________________________________
                           Facsimile:_____________________________________

                                       37
<PAGE>

The Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

                  Any notice or communication to a Securityholder shall be
mailed by first-class mail to his address shown on the register kept by the
Registrar and, if any Bearer Securities are outstanding, published in an
Authorized Newspaper. Failure to mail a notice or communication to a
Securityholder of any Series or any defect in it shall not affect its
sufficiency with respect to other Securityholders of that or any other Series.

                  If a notice or communication is mailed or published in the
manner provided above, within the time prescribed, it is duly given, whether or
not the Securityholder receives it.

                  If the Company mails a notice or communication to
Securityholders, it shall mail a copy to the Trustee and each Agent at the same
time.

         SECTION 10.3      COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

                  Securityholders of any Series may communicate pursuant to TIA
Section 312(b) with other Securityholders of that Series or any other Series
with respect to their rights under this Indenture or the Securities of that
Series or all Series. The Company, the Trustee, the Registrar and anyone else
shall have the protection of TIA Section 312(c).

         SECTION 10.4      CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee:

                  (a)      an Officers' Certificate stating that, in the opinion
of the signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

                  (b)      an Opinion of Counsel stating that, in the opinion of
such counsel, all such conditions precedent have been complied with.

         SECTION 10.5      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

                  (a)      a statement that the person making such certificate
or opinion has read such covenant or condition;

                  (b)      a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

                                       38
<PAGE>

                  (c)      a statement that, in the opinion of such person, he
has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

                  (d)      a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

         SECTION 10.6      RULES BY TRUSTEE AND AGENTS.

                  The Trustee may make reasonable rules for action by or a
meeting of Securityholders of one or more Series. Any Agent may make reasonable
rules and set reasonable requirements for its functions.

         SECTION 10.7      LEGAL HOLIDAYS.

                  Unless otherwise provided by Board Resolution, Officers'
Certificate or supplemental indenture hereto for a particular Series, a "Legal
Holiday" is any day that is not a Business Day. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.

         SECTION 10.8      NO RECOURSE AGAINST OTHERS.

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.

         SECTION 10.9      COUNTERPARTS.

                  This Indenture may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

         SECTION 10.10     GOVERNING LAWS.

                  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

         SECTION 10.11     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or a Subsidiary of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

                                       39
<PAGE>

         SECTION 10.12     SUCCESSORS.

                  All agreements of the Company in this Indenture and the
Securities shall bind its successor. All agreements of the Trustee in this
Indenture shall bind its successor.

         SECTION 10.13     SEVERABILITY.

                  In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

         SECTION 10.14     TABLE OF CONTENTS, HEADINGS, ETC.

                  The Table of Contents, Cross-Reference Table, and headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

         SECTION 10.15     SECURITIES IN A FOREIGN CURRENCY OR IN ECU.

                  Unless otherwise specified in a Board Resolution, a
supplemental indenture hereto or an Officers' Certificate delivered pursuant to
Section 2.2 of this Indenture with respect to a particular Series of Securities,
whenever for purposes of this Indenture any action may be taken by the Holders
of a specified percentage in aggregate principal amount of Securities of all
Series or all Series affected by a particular action at the time outstanding
and, at such time, there are outstanding Securities of any Series which are
denominated in a coin or currency other than Dollars (including ECUs), then the
principal amount of Securities of such Series which shall be deemed to be
outstanding for the purpose of taking such action shall be that amount of
Dollars that could be obtained for such amount at the Market Exchange Rate at
such time. For purposes of this Section 10.15, "Market Exchange Rate" shall mean
the noon Dollar buying rate in New York City for cable transfers of that
currency as published by the Federal Reserve Bank of New York; provided,
however, in the case of ECUs, Market Exchange Rate shall mean the rate of
exchange determined by the Commission of the European Union (or any successor
thereto) as published in the Official Journal of the European Union (such
publication or any successor publication, the "Journal"). If such Market
Exchange Rate is not available for any reason with respect to such currency, the
Trustee shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York or, in the case of ECUs,
the rate of exchange as published in the Journal, as of the most recent
available date, or quotations or, in the case of ECUs, rates of exchange from
one or more major banks in The City of New York or in the country of issue of
the currency in question or, in the case of ECUs, in Luxembourg or such other
quotations or, in the case of ECUs, rates of exchange as the Trustee, upon
consultation with the Company, shall deem appropriate. The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a Series denominated in currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.

                                       40
<PAGE>

                  All decisions and determinations of the Trustee regarding the
Market Exchange Rate or any alternative determination provided for in the
preceding paragraph shall be in its sole discretion and shall, in the absence of
manifest error, to the extent permitted by law, be conclusive for all purposes
and irrevocably binding upon the Company and all Holders.

         SECTION 10.16     JUDGMENT CURRENCY.

                  The Company agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the
principal of or interest or other amount on the Securities of any Series (the
"Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on which
final unappealable judgment is entered, unless such day is not a New York
Banking Day, then the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the New York
Banking Day preceding the day on which final unappealable judgment is entered
and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, any recovery
pursuant to any judgment (whether or not entered in accordance with subsection
(a)), in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the actual receipt, by the payee,
of the full amount of the Required Currency expressed to be payable in respect
of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency the
amount, if any, by which such actual receipt shall fall short of the full amount
of the Required Currency so expressed to be payable, and (iii) shall not be
affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, "New York Banking Day" means any day except a
Saturday, Sunday or a legal holiday in The City of New York on which banking
institutions are authorized or required by law, regulation or executive order to
close.

                                   ARTICLE XI.
                                  SINKING FUNDS

         SECTION 11.1      APPLICABILITY OF ARTICLE.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of the Securities of a Series, except as
otherwise permitted or required by any form of Security of such Series issued
pursuant to this Indenture.

                  The minimum amount of any sinking fund payment provided for by
the terms of the Securities of any Series is herein referred to as a "mandatory
sinking fund payment" and any other amount provided for by the terms of
Securities of such Series is herein referred to as an "optional sinking fund
payment." If provided for by the terms of Securities of any Series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 11.2. Each sinking fund payment shall be applied to the redemption of
Securities of any Series as provided for by the terms of the Securities of such
Series.

                                       41
<PAGE>

         SECTION 11.2      SATISFACTION OF SINKING FUND PAYMENTS WITH
                           SECURITIES.

                  The Company may, in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of any Series to be made
pursuant to the terms of such Securities (1) deliver outstanding Securities of
such Series to which such sinking fund payment is applicable (other than any of
such Securities previously called for mandatory sinking fund redemption) and (2)
apply as credit Securities of such Series to which such sinking fund payment is
applicable and which have been repurchased by the Company or redeemed either at
the election of the Company pursuant to the terms of such Series of Securities
(except pursuant to any mandatory sinking fund) or through the application of
permitted optional sinking fund payments or other optional redemptions pursuant
to the terms of such Securities, provided that such Securities have not been
previously so credited. Such Securities shall be received by the Trustee,
together with an Officers' Certificate with respect thereto, not later than 15
days prior to the date on which the Trustee begins the process of selecting
Securities for redemption, and shall be credited for such purpose by the Trustee
at the price specified in such Securities for redemption through operation of
the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly. If as a result of the delivery or credit of Securities in lieu of
cash payments pursuant to this Section 11.2, the principal amount of Securities
of such Series to be redeemed in order to exhaust the aforesaid cash payment
shall be less than $100,000, the Trustee need not call Securities of such Series
for redemption, except upon receipt of a Company Order that such action be
taken, and such cash payment shall be held by the Trustee or a Paying Agent and
applied to the next succeeding sinking fund payment, provided, however, that the
Trustee or such Paying Agent shall from time to time upon receipt of a Company
Order pay over and deliver to the Company any cash payment so being held by the
Trustee or such Paying Agent upon delivery by the Company to the Trustee of
Securities of that Series purchased by the Company having an unpaid principal
amount equal to the cash payment required to be released to the Company.

         SECTION 11.3      REDEMPTION OF SECURITIES FOR SINKING FUND.

                  Not less than 45 days (unless otherwise indicated in the Board
Resolution, supplemental indenture or Officers' Certificate in respect of a
particular Series of Securities) prior to each sinking fund payment date for any
Series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that Series pursuant to the terms of that Series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that Series pursuant to Section 11.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days (unless otherwise indicated in the Board Resolution,
Officers' Certificate or supplemental indenture in respect of a particular
Series of Securities) before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.2 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 3.3. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.4, 3.5 and 3.6.

                                       42
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed and attested, all as of the day and year first
above written.

Attest:                                       Broadcom Corporation

                                              By:_______________________________
                                                  Name:
                                                  Its:

Attest:                                       [Trustee]

                                              By:_______________________________
                                                  Name:
                                                  Its:

                                       43