Exhibit 4.2
FOURTH AMENDMENT TO WARRANT AGREEMENT
This Fourth Amendment to Warrant Agreement (this "Amendment") is made and
entered into as of May 21, 1997, by and between Intel Corporation, a Delaware
corporation (the "Company"), and Xxxxxx Trust and Savings Bank, an Illinois
banking corporation ("Xxxxxx"), as Warrant Agent, for purposes of amending that
certain Warrant Agreement -- 1998 Step-Up Warrants to Purchase Common Stock,
dated March 1, 1993, as amended by that certain First Amendment to Warrant
Agreement, dated October 18, 1993, that certain Second Amendment to Warrant
Agreement, dated January 17, 1994, and that certain Third Amendment to Warrant
Agreement, dated May 1, 1995 (collectively, the "Warrant Agreement").
RECITALS
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(a) The Company issued 1998 Step-Up Warrants (the "Warrants") entitling
holders to purchase 40,000,000 shares of the Company's Common Stock, $.001 par
value (the "Common Stock") (as adjusted for previous stock splits);
(b) The Company's Board of Directors has declared a two for one stock split
to be effected as a special stock distribution of one share of Common Stock for
each share of Common Stock outstanding (the "Split");
(c) The Split is payable on July 13, 1997 (the "Payment Date") to
stockholders of record on June 10, 1997 (the "Record Date"); and
(d) Pursuant to Sections 14(a), (h) and (k) of the Agreement, the Warrants
will be adjusted, as of the Payment Date, by reducing the per share exercise
price of each Warrant to one-half of the per share exercise price in effect
immediately prior to the Payment Date, and by issuing to each Warrant holder of
record on the Record Date for the Split, one additional Warrant at the adjusted
per share exercise price for each Warrant held as of such Record Date.
AGREEMENT
---------
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and Xxxxxx agree as follows:
1. Effective as of July 13, 1997, Section 2 of the Warrant Agreement is
hereby amended to read in its entirety as follows:
"SECTION 2. Amount Issued. Subject to the provisions of this
Agreement, Warrants to purchase no more than eighty million (80,000,000)
Shares may be issued and delivered by the Company hereunder."
2. Effective as of July 13, 1997, the second paragraph of Section 7 of the
Warrant Agreement is hereby amended to read in its entirety as follows:
"Subject to the provisions of this Agreement, including Section 14,
each Warrant shall entitle the holder thereof to purchase from the Company
(and the Company shall issue and sell to such holder of a Warrant) one fully
paid and nonassessable Share at the price set forth in the following table
(such price, as it may be adjusted from time to time as provided in Section
14, being the "Exercise Price"):
Exercise Date
-------------
After On or Before Exercise Price
----- ------------ --------------
Per Share
May 13, 1993 March 14, 1994 $17.875**
March 14, 1994 March 14, 1995 $18.625**
March 14, 1995 March 14, 1996 $19.375**
March 14, 1996 March 14, 1997 $20.125**
March 14, 1997 March 14, 1998 $20.875
**(expired prior to, but adjusted to reflect, stock distribution on
July 13, 1997)"
3. Effective as of July 13, 1997, Exhibit A is replaced with the attached
Exhibit A-4.
4. Except as expressly modified herein, the Warrant Agreement remains in
full force and effect.
The parties hereto have caused this Amendment to be executed and delivered as
of the date first set forth above.
Attest: INTEL CORPORATION
/s/ By: /s/
---------------------- ---------------------------------------
Xxxxxxx X. Xxxxxxx Name/Title: Xxxxxx Xxxxxxx
Vice President and Treasurer
Attest: XXXXXX TRUST AND SAVINGS BANK
/s/ By: /s/
--------------------- ---------------------------------------
Xxxxx X. Xxxxxxx Name/Title: Xxxxxxx X. Xxxxxxx
Vice President
Exhibit A-4 (REVISED 5/97)
[Form of Face of Warrant Certificate]
Void After March 14, 1998
No. C- Warrant to Purchase ________
Shares of Common Stock
INTEL CORPORATION
1998 Step-Up Warrant to Purchase Common Stock
This Warrant Certificate certifies that ______________________________
or registered assigns, is the registered holder of a 1998 Step-Up Warrant (the
"Warrant") of Intel Corporation, a Delaware corporation (the "Company"), to
purchase the number of shares (the "Shares") of Common Stock, $0.001 par value
(the "Common Stock"), of the Company set forth above. This Warrant expires at
5:00 p.m. New York City time (the "Close of Business") on March 14, 1998 (the
"Expiration Date"), unless such date is extended at the option of the Company,
and entitles the holder to purchase from the Company the number of fully paid
and nonassessable Shares set forth above at the exercise price (the "Exercise
Price"), payable in lawful money of the United States of America, determined in
accordance with the following table:
Exercise Date
-------------
After the Close On or Before the Exercise Price
of Business Close of Business Per Share
--------------- ----------------- --------------
May 13, 1993 March 14, 1994 $17.875**
March 14, 1994 March 14, 1995 $18.625**
March 14, 1995 March 14, 1996 $19.375**
March 14, 1996 March 14, 1997 $20.125**
March 14, 1997 March 14, 1998 $20.875
**(expired prior to, but adjusted to reflect, stock distribution on July 13,
1997)
Subject to the terms and conditions set forth herein and in the Warrant
Agreement referred to on the reverse hereof, this Warrant may be exercised upon
surrender of this Warrant Certificate and payment of the aggregate Exercise
Price (rounded down, if necessary, to the nearest whole cent) at the office or
agency of the Warrant Agent in New York, New York or in Chicago, Illinois (each
such office, a "Warrant Agent Office").
The Exercise Price and the number of Shares purchasable upon exercise of
this Warrant are subject to adjustment upon the occurrence of certain events as
set forth in the Warrant Agreement.
No Warrant may be exercised prior to May 14, 1993 or after the Close of
Business on the Expiration Date, unless the Company exercises its option to
extend such date. After the Close of Business on the Expiration Date, the
Warrants will become wholly void and of no value.
Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof. Such further provisions shall for
all purposes have the same effect as though fully set forth at this place.
This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Certificate to be executed
by its duly authorized officers, and the corporate seal hereunto affixed.
Dated: ________________
INTEL CORPORATION
By _______________________________
[Corporate Seal of Intel Corporation]
Attest:
By _________________________
Countersigned:
XXXXXX TRUST AND SAVINGS BANK,
as Warrant Agent
By _________________________
[Form of Reverse of Warrant Certificate]
INTEL CORPORATION
The warrant evidenced by this warrant certificate is a part of a duly
authorized issue of 1998 Step-Up Warrants to purchase a maximum of eighty
million (80,000,000) Shares of Common Stock (subject to adjustment) issued
pursuant to a Warrant Agreement, dated as of March 1, 1993, as the same has and
may be amended from time to time (the "Warrant Agreement"), duly executed and
delivered by the Company to Xxxxxx Trust and Savings Bank, as Warrant Agent
(the "Warrant Agent"). The Warrant Agreement hereby is incorporated by
reference in and made a part of this instrument and is hereby referred to for a
description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Warrant Agent, the Company and the holders (the
words "holders" or "holder" meaning the registered holders or registered
holder) of the Warrants. A copy of the Warrant Agreement may be inspected at
the Warrant Agent Office and is available upon written request addressed to the
Company. All terms used herein that are defined in the Warrant Agreement have
the meanings assigned to them therein.
Warrants may be exercised to purchase Shares from the Company before the
Close of Business on the Expiration Date, at the Exercise Price set forth on
the face hereof, subject to adjustment as described in the Warrant Agreement.
The holder of the Warrant evidenced by this Warrant Certificate may exercise
such Warrant by surrendering the Warrant Certificate, with the form of election
to purchase set forth hereon properly completed and executed, together with
payment of the aggregate Exercise Price (rounded down, if necessary, to the
nearest whole cent), in lawful money of the United States of America, and any
applicable transfer taxes, at the Warrant Agent Office.
In the event that upon any exercise of the Warrant evidenced hereby the
number of Shares actually purchased shall be less than the total number of
Shares purchasable upon exercise of the Warrant evidenced hereby, there shall
be issued to the holder hereof, or such holder's assignee, a new Warrant
Certificate evidencing a Warrant to purchase the Shares not so purchased. No
adjustment shall be made for any cash dividends on any Shares issuable upon
exercise of this Warrant. After the Close of Business on the Expiration Date,
unexercised Warrants shall become wholly void and of no value.
The Company shall not be required to issue fractions of Shares or any
certificates that evidence fractional Shares. In lieu of such fractional
Shares, there shall be paid to holders of the Warrant Certificates with regard
to which such fractional Shares would otherwise be issuable an amount in cash
equal to the same fraction of the current market value (as determined pursuant
to the Warrant Agreement) of a full Share.
Warrant Certificates, when surrendered at the Warrant Agent Office by the
registered holder thereof in person or by a legal representative or attorney
duly authorized in writing, may be exchanged, in the manner and subject to the
limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing a Warrant to purchase in the aggregate a like number of
Shares.
Upon due presentment for registration of transfer of this Warrant
Certificate at the Warrant Agent Office, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing a Warrant or Warrants to purchase in
the aggregate a like number of Shares shall be issued to the transferee in
exchange for this Warrant Certificate, subject to the limitations provided in
the Warrant Agreement, without charge, except for any tax or other governmental
charge imposed in connection therewith.
The Company and Warrant Agent may deem and treat the registered holder
hereof as the absolute owner of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone) for the purpose
of any exercise hereof and for all other purposes, and neither the Company nor
the Warrant Agent shall be affected by any notice to the contrary.
Election to Exercise
(To be executed upon exercise of the Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase _______ Shares and
herewith tenders in payment for such Shares $______ in lawful money of the
United States of America, in accordance with the terms hereof. The undersigned
requests that a certificate representing such Shares be registered and
delivered as follows:
---------------------------------------------
Name
---------------------------------------------
Address
---------------------------------------------
Delivery Address (if different)
If such number of Shares is less than the aggregate number of Shares
purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the balance of such Shares be registered and delivered as follows:
---------------------------------------------
Name
---------------------------------------------
Address
---------------------------------------------
Delivery Address (if different)
_________________________________ ____________________________________
Social Security or Other Taxpayer Signature
Identification Number of Holder
Note: The above signature must correspond
with the name as written upon the face of
this Warrant Certificate in every particular,
without alteration or enlargement or any
change whatsoever. If the certificate
representing the Shares or any Warrant
Certificate representing Warrants not
exercised is to be registered in a name other
than that in which this Warrant Certificate is
registered, the signature of the holder hereof
must be guaranteed.
Signature Guaranteed:
------------------------------
Assignment
(To be executed by the registered holder if such
holder desires to transfer the Warrant Certificate)
For Value Received, the undersigned registered holder hereby sells,
assigns and transfers unto
----------------------------------
Name of Assignee
----------------------------------
Address of Assignee
this Warrant Certificate, together with all right, title and interest therein,
and does irrevocably constitute and appoint ____________________ attorney, to
transfer the within Warrant Certificate on the books of the Warrant Agent, with
full power of substitution.
______________________________ __________________________________
Dated Signature
Note: The above signature must
correspond with the name as written
upon the face of this Warrant
Certificate in every particular,
without alteration or enlargement or
any change whatsoever.
______________________________
Social Security or Other Taxpayer
Identification Number of Assignee
Signature Guaranteed:
______________________________
