exv4w3






Exhibit 4.3




Execution Version




REGISTRATION RIGHTS AGREEMENT




by and among



BROADCOM CORPORATION



and



MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

J.P. MORGAN SECURITIES LLC



Dated as of November 1, 2010



 









 





REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of November
1, 2010, by and among Broadcom Corporation, a California corporation (the “Company”), and Merrill
Lynch, Pierce, Fenner & Smith Incorporated (as successor in interest to Banc of America Securities
LLC), J.P. Morgan Securities LLC and other initial purchasers (collectively, the “Initial
Purchasers”), each of whom has agreed to purchase the Company’s (i) 1.50% Senior Notes due 2013
(the “2013 Notes”) and (ii) 2.375% Senior Notes due 2015 (the “2015 Notes”, and together with the
2013 Notes, the “Initial Securities”) pursuant to the Purchase Agreement (as defined below).



     This Agreement is made pursuant to the Purchase Agreement, dated October 27, 2010 (the
“Purchase Agreement”), among the Company and the Initial Purchasers (i) for the benefit of the
Initial Purchasers and (ii) for the benefit of the holders from time to time of the Initial
Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to
purchase the Initial Securities, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchasers set forth in Section 5(g) of the Purchase Agreement.



     The parties hereby agree as follows:



     SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have
the following meanings:



     2013 Notes: As defined in the preamble hereto.



     2015 Notes: As defined in the preamble hereto.



     Additional Interest: As defined in Section 5 hereof.



     Advice: As defined in Section 6 hereof.



     Affiliate: Of any specified Person, any other Person that, directly or indirectly, through
one or more intermediaries, controls, or is controlled by, or is under common control with, such
specified Person. For purposes of this definition, control of a Person shall mean the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or otherwise; and the
terms “controlling” and “controlled” shall have the meanings correlative to the foregoing.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which
banking institutions or trust companies located in New York, New York are authorized or obligated
to be closed.



     Closing Date: The date of this Agreement.



     Commission: The United States Securities and Exchange Commission.



 









 





     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the
Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum period required pursuant
to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture
of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of
Initial Securities that were properly tendered and not withdrawn by Holders thereof pursuant to the
Exchange Offer prior to the expiration thereof.



     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Offer: The registration by the Company under the Securities Act of the issuance and
exchange of the Exchange Securities pursuant to a Registration Statement pursuant to which the
Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to
exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange
Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities tendered in such exchange offer by such Holders.



     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



     Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial
Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under
the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities
Act.



     Exchange Securities: The securities issued by the Company under the Indenture containing
terms identical to each series of the Initial Securities (except that (i) interest thereon shall
accrue from the last date on which interest was paid on the Initial Securities or, if no such
interest has been paid, from the Closing Date, and (ii) the Exchange Securities will not contain
restrictions on transfer), to be issued to Holders in exchange for Transfer Restricted Securities
pursuant to this Agreement.



     FINRA: The Financial Industry Regulatory Authority, Inc.



     Holders: As defined in Section 2(b) hereof.



     Indemnified Holder: As defined in Section 8(a) hereof.



     Indenture: The Indenture, dated as of the Closing Date, by and between the Company and
Wilmington Trust Company, as trustee (the “Trustee”), as supplemented by a supplemental indenture
dated as of the Closing Date, pursuant to which the Securities are to be issued, as such Indenture
is amended or supplemented from time to time in accordance with the terms thereof.



     Initial Placement: The issuance and sale by the Company of the Initial Securities to the
Initial Purchasers pursuant to the Purchase Agreement.



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     Initial Purchasers: As defined in the preamble hereto.



     Initial Securities: As defined in the preamble hereto.



     Interest Payment Date: As defined in the Indenture and the Initial Securities.



     Person: An individual, partnership, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.



     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented
by any prospectus supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any registration statement of the Company relating to (a) an offering
of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer
Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.



     Securities: The Initial Securities and the Exchange Securities.



     Securities Act: The Securities Act of 1933, as amended.



     Shelf Registration Statement: As defined in Section 4(a) hereof.



     Suspension Period: As defined in Section 5 hereof.



     Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the
date on which such Initial Security has been offered to be exchanged for an Exchange Security in
the Exchange Offer, (b) the date on which such Initial Security has been effectively registered
under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (c) the
date on which such Initial Security is actually transferred pursuant to Rule 144 under the
Securities Act, (d) the date on which such Initial Security ceases to be outstanding and (e) the
date two years from the Closing Date.



     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.



     Underwritten Registration or Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public. No Underwritten Registration or
Underwritten Offering may be effected without the prior consent of the Company, such consent not to
be unreasonably withheld by the Company.



     SECTION 2. Securities Subject to this Agreement.



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          (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement
are the Transfer Restricted Securities.




          (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.




     SECTION 3. Registered Exchange Offer.



          (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Company
shall on or prior to the 365th day after the Closing Date (or if such 365th day is not a
Business Day, the next succeeding Business Day), use its commercially reasonable efforts to (i)
file a Registration Statement under the Securities Act relating to the Exchange Securities and the
Exchange Offer with the Commission, (ii) have such Registration Statement declared effective by the
Commission, (iii) upon the effectiveness of such Registration Statement, commence the Exchange
Offer, and (iv) consummate the Exchange Offer and issue, on or prior to 30 Business Days after the
date on which such Registration Statement was declared effective by the Commission (or if such
30th day is not a Business Day, the next succeeding Business Day), Exchange Securities
in exchange for all Initial Securities properly tendered prior thereto in the Exchange Offer. The
Exchange Offer Registration Statement shall be on the appropriate form permitting registration of
the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to
permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.




          (b) The Company shall cause the Exchange Offer Registration Statement to be effective
continuously and shall keep the Exchange Offer open for at least 20 Business Days (or longer, if
required by applicable law or otherwise extended by the Company, at the Company’s option) after the
date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange
Offer to comply with all applicable federal and state securities laws. No securities other than
the Exchange Securities shall be included in the Exchange Offer Registration Statement.




          (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus
forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds
Initial Securities that are Transfer Restricted Securities and that were acquired for its own
account as a result of market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company), may exchange such Initial Securities
pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter”
within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of the Exchange Securities
received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be
satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer
Registration Statement. Such “Plan of Distribution” section shall also contain all other
information with respect to such resales by Broker-Dealers that the Commission may require in order
to permit such resales pursuant thereto, but such “Plan of






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Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial
Securities held by any such Broker-Dealer except to the extent required by the Commission.




     The Company shall use its commercially reasonable efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for
resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of
market-making activities or other trading activities, and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period ending on the earlier of (i) 120 days from
the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date
on which a Broker-Dealer is no longer required to deliver a prospectus in connection with
market-making or other trading activities.



     The Company shall provide sufficient copies of the latest version of such Prospectus to
Broker-Dealers promptly upon request at any time during such 120-day (or shorter as provided in the
foregoing sentence) period in order to facilitate such resales.



     SECTION 4. Shelf Registration.



     (a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer
Registration Statement or permitted to consummate the Exchange Offer because the Exchange Offer is
not permitted by applicable law or Commission policy, or (ii) with respect to any Holder of
Transfer Restricted Securities, such Holder notifies the Company prior to the 10th Business Day
following the consummation of the Exchange Offer that such Holder (A) is prohibited by applicable
law or Commission policy from participating in the Exchange Offer, or (B) may not resell the
Exchange Securities acquired by it in the Exchange Offer to the public without delivering a
prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder, or (C) is a Broker-Dealer and holds
Initial Securities acquired directly from the Company or one of its Affiliates, or (D) is an
Affiliate of the Company and will not receive the Exchange Securities in the Exchange Offer that
may be freely transferred without restriction under the federal securities laws, then, upon such
Holder’s request, the Company will use its commercially reasonable efforts to file with the
Commission a shelf registration statement pursuant to Rule 415 under the Securities Act, which may
be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf
Registration Statement”) and to cause such Shelf Registration Statement to be declared effective by
the Commission on or prior to the 365th day after the day the obligation to file such
Shelf Registration Statement arises (or if such 365th day is not a Business Day, the
next succeeding Business Day); provided that in no event will such Shelf Registration Statement
provide for an underwritten offering of Transfer Restricted Securities without the prior consent of
the Company, such consent not to be unreasonably withheld by the Company.



     The Company shall use its commercially reasonable efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended as required by the provisions of
Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of
Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this
Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the



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Securities Act and the policies, rules and regulations of the Commission as announced from
time to time, for a period of at least two years following the effective date of such Shelf
Registration Statement (or shorter period that will terminate when all the Initial Securities
covered by such Shelf Registration Statement cease to be Transfer Restricted Securities).




          (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement or benefit from the
provisions regarding Additional Interest set forth herein unless and until such Holder furnishes to
the Company in writing, within 15 Business Days after receipt of a request therefor, such
information (including comments to such Shelf Registration Statement) as the Company may reasonably
request for use in connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such Holder not materially
misleading.




     SECTION 5. Additional Interest. If (i) the Exchange Offer has not been Consummated within 365
days after the Closing Date or (ii) any Registration Statement required by this Agreement is filed
and declared effective but thereafter cease to be effective or usable for its intended purpose
(other than during a Suspension Period (as defined below)) without being succeeded within 10
Business Days by any additional Registration Statement or post-effective amendment that is filed
and subsequently declared effective and cures the failure of such Registration Statement to be
effective or usable (each such event referred to in clauses (i) and (ii) above, a “Registration
Default”), then the Company hereby agrees that the interest rate borne by the Transfer Restricted
Securities shall be increased (“Additional Interest”) by 0.25% per annum during the first 90-day
period immediately following the occurrence of any Registration Default and shall increase by an
additional 0.25% per annum with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum amount of Additional Interest for all Registration
Defaults of 0.50% per annum. Following the cure of all Registration Defaults relating to any
particular Transfer Restricted Securities, the accrual of Additional Interest will cease and the
interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original
interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any
such reduction in interest rate, a different Registration Default occurs, the interest rate borne
by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing
provisions. All accrued and unpaid Additional Interest shall be paid by the Company on each
applicable Interest Payment Date. The sole remedy for all Registration Defaults shall be the
payment of Additional Interest as set forth herein.



     All obligations of the Company set forth in the preceding paragraph that are outstanding with
respect to any Transfer Restricted Security at the time such security ceases to be a Transfer
Restricted Security shall survive until such time as all such obligations with respect to such
security shall have been satisfied in full.



     Notwithstanding the foregoing, the Company shall be permitted to suspend the use of a Shelf
Registration Statement without paying Additional Interest for a period not to exceed 60



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consecutive calendar days or an aggregate of 90 calendar days in any twelve-month period (a
“Suspension Period”), if, in the Company’s good faith determination, the continued effectiveness of
such Shelf Registration Statement and the use of the related Prospectus would require the public
disclosure of material non-public information of the Company. As promptly as practicable following
its good faith determination that the event causing the Suspension Period set forth in the
preceding sentence no longer exists, the Company shall terminate the Suspension Period and notify
each Holder of such termination.




     SECTION 6. Registration Procedures.



          (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company
shall comply with all of the applicable provisions of Section 6(c) hereof, and shall comply with
all of the following provisions:





     (i) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Company, prior to the Consummation thereof, a written representation to the
Company (which may be contained in the letter of transmittal contemplated by the Exchange
Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company,
(B) it is not engaged in, and does not intend to engage in, and has no arrangement or
understanding with any Person to participate in, a distribution of the Exchange Securities
and (C) it is acquiring the Exchange Securities in the ordinary course of its business. In
addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in
the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and
agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in
a distribution of the securities to be acquired in the Exchange Offer (1) could not under
Commission policy as in effect on the date of this Agreement rely on the position of the
Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the
Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action
letters, and (2) must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction and that such a
secondary resale transaction should be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508, as
applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such
Holder in exchange for Initial Securities acquired by such Holder directly from the Company.



          (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the
Company shall comply with all the provisions of Section 6(c) hereof.




          (c) General Provisions. In connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted Securities
(including, without limitation, any Registration Statement and the related Prospectus required to
permit resales of Initial Securities by Broker-Dealers), the Company shall:







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     (i) use its commercially reasonable efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements for the period
specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that
would cause any such Registration Statement or the Prospectus contained therein (A) to
contain a material misstatement or omission or (B) not to be effective and usable for resale
of Transfer Restricted Securities during the period required by this Agreement, the Company
shall file promptly an appropriate amendment to such Registration Statement, in the case of
clause (A), correcting any such misstatement or omission, and, in the case of either clause
(A) or (B), use its commercially reasonable efforts to cause such amendment to be declared
effective and such Registration Statement and the related Prospectus to become usable for
their intended purpose(s) as soon as practicable thereafter;




     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section 3 or 4 hereof, as
applicable, or such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement cease to be Transfer Restricted Securities; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the
applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and
comply with the provisions of the Securities Act with respect to the disposition of all
Transfer Restricted Securities covered by such Registration Statement during the applicable
period in accordance with the intended method or methods of distribution by the sellers
thereof set forth in such Registration Statement or supplement to the Prospectus;




     (iii) in the case of a Shelf Registration Statement or an Exchange Offer Registration
Statement maintained as effective following the closing of the Exchange Offer during the
applicable period set forth in Section 3 or 4 hereof, advise the underwriter(s), if any,
selling Holders named in a Shelf Registration Statement, and each Broker-Dealer that has
requested or received a copy of the Prospectus promptly, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the Registration Statement
or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities
for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, (D) of the existence of any fact or the happening of any event that
makes any statement of a material fact made in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or changes in the Registration
Statement or the Prospectus in order to make the statements therein (with respect to the
Prospectus, in light of the circumstances under which they were made) not misleading.
Notwithstanding the



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foregoing, if at any time the Commission shall issue any stop order suspending the
effectiveness of a Shelf Registration Statement or Exchange Offer Registration Statement, or
any state securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer Restricted
Securities under state securities or blue sky laws, the Company shall use its commercially
reasonable efforts to obtain the withdrawal or lifting of such order at the earliest
possible time;




     (iv) furnish without charge to each of the Initial Purchasers, each selling Holder
named in any Shelf Registration Statement, and each of the underwriter(s), if any, before
filing with the Commission, copies of any Shelf Registration Statement or any Prospectus
included therein or any amendments or supplements to any such Shelf Registration Statement
or Prospectus (including all documents incorporated by reference after the initial filing of
such Shelf Registration Statement), which documents will be subject to the review and
comment of such Holders and underwriter(s) in connection with such sale, if any, for a
reasonable period prior to filing (but in any case not more than five Business Days), and
the Company will not file any such Registration Statement or Prospectus or any amendment or
supplement to any such Shelf Registration Statement or Prospectus (including all such
documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted
Securities covered by such Shelf Registration Statement or the underwriter(s), if any, shall
reasonably object in writing within five Business Days after the receipt thereof (such
objection to be deemed timely made upon confirmation of telecopy transmission within such
period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to
be reasonable if such Shelf Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, contains a material misstatement or omission. This
clause (iv) shall not apply to any filing through EDGAR by the Company of any annual report
on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K with respect to
matters unrelated to the Transfer Restricted Securities and the offering or exchange
therefor;




     (v) in the case of a Shelf Registration Statement and subject to Section 4(a), make
available at reasonable times for inspection by the Initial Purchasers, the managing
underwriter(s), if any, participating in any disposition pursuant to such Registration
Statement and not more than one law firm or accounting firm retained by such Initial
Purchasers or any of the underwriter(s), all financial and other records, pertinent
corporate documents and properties of the Company and cause the Company’s officers,
directors and employees to supply all information reasonably requested by any such Holder,
underwriter, attorney or accountant in connection with such Registration Statement or any
post-effective amendment thereto subsequent to the filing thereof and prior to its
effectiveness and to participate in meetings with investors to the extent requested by the
managing underwriter(s), if any;




     (vi) if reasonably requested by the underwriter(s), if any, or a Holder of Transfer
Restricted Securities under a Shelf Registration Statement, promptly incorporate in any
Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective
amendment if necessary, such information as such underwriter(s), if any, or Holders of
Transfer Restricted Securities may reasonably request to have included



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therein, including, without limitation, information relating to the “Plan of
Distribution” of the Transfer Restricted Securities, information with respect to the
principal amount of Transfer Restricted Securities being sold to such underwriter(s), the
purchase price being paid therefor and any other terms of the offering of the Transfer
Restricted Securities to be sold in such offering; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as practicable after the Company
is notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;




     (vii) use commercially reasonable efforts to cause the Transfer Restricted Securities
covered by the Registration Statement to be rated with the appropriate rating agencies, if
so requested by the Holders of a majority in aggregate principal amount of Securities
covered thereby or the underwriter(s), if any;




     (viii) in the case of a Shelf Registration Statement, furnish to each Initial
Purchaser, each selling Holder and each of the underwriter(s), if any, without charge, at
least one copy of the Shelf Registration Statement, as first filed with the Commission, and
of each amendment thereto, including financial statements and schedules, all documents
incorporated by reference therein and all exhibits (including exhibits incorporated therein
by reference);




     (ix) deliver to each selling Holder and each of the underwriter(s), if any, without
charge, as many copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may request; the Company hereby
consents to the use of the Prospectus and any amendment or supplement thereto by each of the
selling Holders and each of the underwriter(s), if any, in connection with the offering and
the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto;




     (x) in the case of a Shelf Registration Statement and subject to Section 4(a), enter
into such customary agreements (including an underwriting agreement), and make such
customary representations and warranties, and take all such other actions, all to such
extent as may be reasonably requested by any Initial Purchaser or by any Holder of Transfer
Restricted Securities or underwriter in connection with any sale or resale pursuant to any
Shelf Registration Statement contemplated by this Agreement; and in connection solely with
an Underwritten Registration, the Company shall:




     (A) furnish to each Initial Purchaser, each selling Holder and each
underwriter, if any, in such substance and scope as they may reasonably request and
as are customarily made by issuers to underwriters in primary underwritten
offerings, upon the effectiveness of the Shelf Registration Statement:




     (1) a certificate, dated the date of effectiveness of the Shelf
Registration Statement, as the case may be, signed by (y) the President or
any Vice President and (z) a principal financial or accounting officer of
the Company, attesting to the matters set forth in Section 5(f) of the
Purchase Agreement and such other matters as such parties may reasonably
request;



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     (2) an opinion, dated the date of effectiveness of the Shelf
Registration Statement, of counsel for the Company, covering matters
substantially similar to the matters set forth in Section 5(d) of the
Purchase Agreement; and




     (3) a customary comfort letter, dated the date of effectiveness of the
Shelf Registration Statement, from the Company’s independent accountants, in
the customary form and covering matters of the type customarily requested to
be covered in comfort letters by underwriters in connection with primary
underwritten offerings, and covering or affirming the matters set forth in
the comfort letters delivered pursuant to Section 5(a) of the Purchase
Agreement, without exception;




     (B) set forth in full or incorporate by reference in the underwriting
agreement, if any, the indemnification provisions and procedures of Section 8 hereof
with respect to all parties to be indemnified pursuant to said Section; and




     (C) deliver such other documents and certificates as may be reasonably
requested by the managing underwriter, if any, and the Holders of a majority in
aggregate principal amount of Transfer Restricted Securities to evidence compliance
with Section 6(c)(x)(A) hereof and with any customary conditions contained in the
underwriting agreement or other agreement entered into by the Company pursuant to
this Section 6(c)(x), if any.




     If at any time the representations and warranties of the Company contemplated in
Section 6(c)(x)(A)(1) hereof cease to be true and correct, the Company shall so advise the
Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly;




     (xi) prior to any public offering of Transfer Restricted Securities, use commercially
reasonable efforts to register or qualify the Transfer Restricted Securities under the state
securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s),
if any, may request and do any and all other acts or things necessary or advisable to enable
the disposition in such jurisdictions of the Transfer Restricted Securities covered by the
Shelf Registration Statement; provided, however, that the Company shall not be required to
register or qualify as a foreign entity where it is not then so qualified or to take any
action that would subject it to the service of process in suits or to taxation in any
jurisdiction where it is not then so subject;




     (xii) shall issue, upon the request of any Holder of Initial Securities covered by the
Shelf Registration Statement, Exchange Securities having an aggregate principal amount equal
to the aggregate principal amount of Initial Securities surrendered to the Company by such
Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be
registered in the name of such Holder or in the name of the purchaser(s) of such Securities,
as the case may be; in return, the Initial Securities held by such Holder shall be
surrendered to the Company for cancellation;



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     (xiii) cooperate with the selling Holders and the underwriter(s), if any, to facilitate
the timely preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and enable such Transfer
Restricted Securities to be in such denominations and registered in such names as the
Holders or the underwriter(s), if any, may request at least five Business Days prior to any
sale of Transfer Restricted Securities made by such Holders or underwriter(s);




     (xiv) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or
have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein in
light of the circumstances under which they were made not misleading;




     (xv) provide a CUSIP number for all Securities not later than the effective date of the
Registration Statement covering such Securities and provide the Trustee under the Indenture
with printed certificates for such Securities which are in a form eligible for deposit with
the Depository Trust Company and take all other action necessary to ensure that all such
Securities are eligible for deposit with the Depository Trust Company;




     (xvi) cooperate and assist in any filings required to be made with FINRA and in the
performance of any due diligence investigation by any underwriter (including any “qualified
independent underwriter” as the term is defined within the rules and regulations of FINRA)
that is required to be retained in accordance with the rules and regulations of FINRA;




     (xvii) otherwise use its commercially reasonable efforts to comply with all applicable
rules and regulations of the Commission, and make generally available to its security
holders, as soon as practicable, a consolidated earnings statement meeting the requirements
of Rule 158 under the Securities Act (which need not be audited) for the twelve-month period
(A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are
sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if
not sold to underwriters in such an offering, beginning with the first month of the
Company’s first fiscal quarter commencing after the effective date of the Registration
Statement;




     (xviii) cause the Indenture to be qualified under the Trust Indenture Act not later
than the effective date of the first Registration Statement required by this Agreement, and,
in connection therewith, cooperate with the Trustee and the Holders of Securities to effect
such changes to the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and to execute and use its
commercially reasonable efforts to cause the Trustee to execute, all documents that may be
required to effect such changes and all other forms and documents required to be filed with
the Commission to enable such Indenture to be so qualified in a timely manner;



12









 






     (xix) in the case of a Shelf Registration Statement, cause all Securities covered by
such Shelf Registration Statement to be listed on each securities exchange or automated
quotation system on which similar securities issued by the Company are then listed if
requested by the Holders of a majority in aggregate principal amount of Initial Securities
or the managing underwriter(s), if any; and




     (xx) if not otherwise available on EDGAR, provide promptly to each Holder upon request
each document filed with the Commission pursuant to the requirements of Section 13 and
Section 15 of the Exchange Act.



     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof or any Suspension Period, such Holder will forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt
of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xiv) hereof,
or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may
be resumed, and has received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies then in such
Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was
current at the time of receipt of such notice. In the event the Company shall give any such
notice, the time period regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period
from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to
and including the date when each selling Holder covered by such Registration Statement shall have
received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xiv)
hereof or shall have received the Advice; provided, however, that no such extension shall be taken
into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the
amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a
Registration Statement pursuant to this paragraph (but not, for the avoidance of doubt, during a
Suspension Period) shall be treated as a Registration Default for purposes of Section 5 hereof.



     SECTION 7. Registration Expenses.



          (a) All expenses incident to the Company’s performance of or compliance
with this Agreement will be borne by the Company, regardless of whether
a Registration Statement becomes effective, including, without
limitation: (i) all registration and filing fees and expenses (including
filings made by any Initial Purchaser or Holder with FINRA (and, if applicable,
the fees and expenses of any “qualified independent underwriter” and its counsel
that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses
of compliance with federal securities and state securities or blue sky laws; (iii) all
expenses of printing (including printing certificates for the Exchange Securities to be
issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services
and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to
Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application
and filing fees in connection with listing the Exchange Securities on a securities
exchange or automated quotation system pursuant to the





13









 







requirements thereof; and (vi) all fees and disbursements of independent certified public
accountants of the Company (including the expenses of any special audit and comfort letters
required by or incident to such performance).




     The Company will, in any event, bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or accounting duties), the
expenses of any annual audit and the fees and expenses of any Person, including special experts,
retained by the Company.



     Notwithstanding the foregoing, the Holders of Transfer Restricted Securities shall pay all
agency fees and commissions and underwriting discounts and commissions, if any, and transfer taxes,
if any, attributable to the sale of such Transfer Restricted Securities, and the fees and
disbursements of any counsel or other advisor or experts retained by such Holders (severally or
jointly), other than the counsel and experts specifically referred to above.



          (b) In connection with any Shelf Registration Statement required by this Agreement, the
Company will reimburse the Holders of Transfer Restricted Securities being registered pursuant to
the Shelf Registration Statement for the reasonable fees and disbursements of not more than one
counsel, who shall be Shearman & Sterling LLP or such other counsel as may be chosen by the Holders
of a majority in principal amount of the Transfer Restricted Securities for whose benefit such
Shelf Registration Statement is being prepared.




     SECTION 8. Indemnification.



          (a) The Company agrees to indemnify and hold harmless (i) each Holder and (ii) each Person, if
any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter
referred to as a “controlling person”) and (iii) the respective officers, directors, partners,
employees, representatives and agents of any Holder or any controlling person (any Person referred
to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the
fullest extent lawful, from and against any and all losses, claims, damages, liabilities,
judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of
all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or
defending any claim or action, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, including the reasonable fees and expenses of not more than one
counsel for the Indemnified Holders), joint or several, directly or indirectly caused by, related
to, based upon, arising out of or in connection with any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or Prospectus (or any
amendment or supplement thereto), or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue
statement or omission or alleged untrue statement or omission that is made in reliance upon and in
conformity with information relating to any of the Holders furnished in writing to the Company by
any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any
liability which the Company may otherwise have.







14









 








     In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against the Company, such Indemnified Holder (or the Indemnified
Holder controlled by such controlling person) shall promptly notify the Company in writing;
provided, however, that the failure to give such notice shall not relieve the Company of its
obligations pursuant to this Agreement except to the extent the Company is prejudiced by any such
failure. The Indemnified Holders shall have the right to employ not more than one counsel in any
such action and the reasonable fees and expenses of such counsel shall be paid, as incurred, by the
Company subject to the limitations on the Company’s indemnification obligations set forth in
Section 8(a) hereof. The Company shall not, in connection with any one such action or proceeding
or separate but substantially similar or related actions or proceedings arising out of the same
general allegations or circumstances, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified
Holders, which firm shall be designated by the Holders of a majority in aggregate principal amount
of Transfer Restricted Securities. The Company shall be liable for any settlement of any such
action or proceeding effected with the Company’s prior written consent, which consent shall not be
withheld unreasonably, and the Company agrees to indemnify and hold harmless any Indemnified Holder
from and against any loss, claim, damage, liability or expense by reason of any settlement of any
action effected with the written consent of the Company. The Company shall not, without the prior
written consent of each Indemnified Holder, settle or compromise or consent to the entry of
judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or
proceeding in respect of which indemnification or contribution may be sought hereunder (whether or
not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or
termination includes an unconditional release of each Indemnified Holder from all liability arising
out of such action, claim, litigation or proceeding.



          (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company and its directors, officers of the Company who sign a
Registration Statement, and any Person controlling (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers,
directors, partners, employees, representatives and agents of each such Person, to the same extent
as the foregoing indemnity from the Company to each of the Indemnified Holders, but only with
respect to claims and actions based on information relating to such Holder furnished in writing by
such Holder expressly for use in any Registration Statement or Prospectus. In case any action or
proceeding shall be brought against the Company or its directors or officers or any such
controlling person in respect of which indemnity may be sought against a Holder of Transfer
Restricted Securities, such Holder shall have the rights and duties given to the Company, and the
Company, its directors and officers and such controlling person shall have the rights and duties
given to each Holder by the preceding paragraph.




          (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those
Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such proportion as is






15









 







appropriate to reflect the relative benefits received by the Company, on the one hand, and the
Holders, on the other hand, from the Initial Placement (which in the case of the Company shall be
deemed to be equal to the total net proceeds to the Company from the Initial Placement), the amount
of Additional Interest which did not become payable as a result of the filing of the Registration
Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses,
and such Registration Statement, or if such allocation is not permitted by applicable law, the
relative fault of the Company, on the one hand, and the Holders, on the other hand, in connection
with the statements or omissions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative fault of the
Company on the one hand and of the Holders on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company, on the
one hand, or the Holders, on the other hand, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in Section 8(a) hereof, any
legal or other fees or expenses reasonably incurred by such party in connection with investigating
or defending any action or claim.




     The Company and each Holder of Transfer Restricted Securities agree that it would not be just
and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, liabilities or expenses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the
Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the total discount received by such Holder with respect
to the Initial Securities exceeds the amount of any damages which such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c)
are several in proportion to the respective principal amount of Initial Securities held by each of
the Holders hereunder and not joint.



     SECTION 9. Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of
such Transfer Restricted Securities from such Holder or beneficial owner, the information required
by 

Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A under the Securities Act.



     SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any
Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s



16









 




Transfer Restricted Securities on the basis provided in any underwriting arrangements approved
by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up
letters and other documents required under the terms of such underwriting arrangements.




     SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered
by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering only upon the prior consent of the Company, such consent not
to be unreasonably withheld. In any such Underwritten Offering so consented to by the Company, the
investment banker(s) and managing underwriter(s) that will administer such offering will be
selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted
Securities included in such offering; provided, however, that such investment banker(s) and
managing underwriter(s) must be reasonably satisfactory to the Company.



     SECTION 12. Miscellaneous.



          (a) Specific Performance. Except with respect to Sections 9 and 12(b) herein, the parties
hereto hereby agree to waive the right to specific performance in connection with any breach of the
provisions of this Agreement.




          (b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement
enter into any agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The
rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company’s securities under any agreement in effect on
the date hereof.




          (c) Purchase and Sales of Securities. The Company will not, and will use its commercially
reasonable efforts to cause its affiliate (as defined in Rule 405 under the Securities Act) not to,
resell or otherwise transfer any Securities.




          (d) Rule 144. The Company covenants to the Holders of Transfer Restricted Securities that to
the extent it shall be required to do so under the Exchange Act, the Company shall timely file the
reports required to be filed by it under the Exchange Act or the Securities Act and the rules and
regulations adopted by the Commission thereunder, and shall take such further action as any Holder
may reasonably request, all to the extent required from time to time to enable such Holder to sell
Transfer Restricted Securities without registration under the Securities Act within the limitations
of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted by the Commission.
Upon the request of any Holder of Transfer Restricted Securities in connection with such Holder’s
sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements.




          (e) Adjustments Affecting the Securities. The Company will not take any action, or permit any
change to occur, with respect to the Securities that would materially and adversely affect the
ability of the Holders to Consummate any Exchange Offer.







17









 








          (f) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the
written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the rights of Holders
whose securities are being tendered pursuant to the Exchange Offer and that does not affect
directly or indirectly the rights of other Holders whose securities are not being tendered pursuant
to such Exchange Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities being tendered or registered; provided, however, that,
with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect
to which such amendment, qualification, supplement, waiver, consent or departure is to be
effective.




          (g) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier, or air courier guaranteeing overnight delivery:





     (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and




     (ii) if to the Company:


Broadcom Corporation

5300 California Avenue

Irvine, CA 92617

Facsimile: 949-926-9244

Attention: General Counsel



with copies to:



Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

Facsimile: 714-755-8290

Attention: Charles Ruck



Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Facsimile: 212-906-4864

Attention: Greg Rodgers




18









 





     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.



     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



          (h) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including, without limitation, and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder.




          (i) Counterparts. This Agreement 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.




          (j) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.




          (k) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW
RULES THEREOF.




          (l) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.




          (m) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and understandings between
the parties with respect to such subject matter






19









 








     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	BROADCOM CORPORATION

 	 
	 	By:  	/s/ Scott A. McGregor
 	 
	 	 	Name:  	Scott A. McGregor 	 
	 	 	Title:  	President and
Chief Executive Officer 	 
	 



Registration Rights Agreement




 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.



	 	 	 	 	 
	 	BROADCOM CORPORATION

 	 
	 	By:  	/s/ Eric K. Brandt
 	 
	 	 	Name:  	Eric K. Brandt 	 
	 	 	Title:  	Executive Vice President and


Chief Financial Officer 	 
	 



Registration Rights Agreement




 









 





     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written:



	 	 	 	 	 	 	 

	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

J.P. MORGAN SECURITIES LLC
	 
	 	 	 	 	 	 
	 	 	Acting as representatives of the

several Initial Purchasers named in

Schedule A to the Purchase Agreement.	 	 
	 
	 	 	 	 	 	 
	By:	 	Merrill Lynch, Pierce, Fenner & Smith Incorporated	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Robert G. Shaw	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Robert G. Shaw	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	By:	 	J.P. Morgan Securities LLC	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Stephen L. Sheiner	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Stephen L. Sheiner	 	 
	 

	 	Title:
	 	Executive Director	 	 






Registration Rights Agreement