Intel 1995 Annual Report Download - page 38

Exhibit 4.2
THIRD AMENDMENT TO WARRANT AGREEMENT
This Third Amendment to Warrant Agreement (this "Amendment") is made and entered into as of May 1, 1995, by and between Intel
Corporation, a Delaware corporation (the "Company"), and Harris Trust and Savings Bank, an Illinois banking corporation ("Harris"), 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, and that certain Second Amendment to
Warrant Agreement, dated January 17, 1994 (collectively, the "Warrant Agreement").
RECITALS
(a) The Company issued 1998 Step-Up Warrants (the "Warrants") entitling holders to purchase 20,000,000 shares of the Company's Common
Stock, $.001 par value (the "Common Stock") (as adjusted for previous stock splits);
(b) On April 27, 1995, the Company's Board of Directors 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"); and
(c) Pursuant to Sections 14(a), (h) and (k) of the Agreement, the Warrants will be adjusted, as of the June 16, 1995 payment date for the Split
(the "Payment Date"), by reducing the per share exercise prices of each Warrant to one-half of the per share exercise prices in effect
immediately prior to the Payment Date, and by issuing to each Warrant holder of record on the May 19, 1995 record date for the Split, one
additional Warrant at the adjusted per share exercise prices for each Warrant held as of such record date.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and
Harris agree as follows:
1. Effective as of June 16, 1995, 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 forty million (40,000,000)
Shares may be issued and delivered by the Company hereunder."
2. Effective as of June 16, 1995, 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"):
**(expired prior to, but adjusted to reflect, stock distribution paid June 16, 1995)"
3. Effective as of June 16, 1995, Exhibit A is replaced with the attached Exhibit A-3.
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.
EXHIBIT A-3 (REVISED 5/95)
[FORM OF FACE OF WARRANT CERTIFICATE]
VOID AFTER MARCH 14, 1998
Exercise Date
- -----------------------------------
After On or Before Exercise Price Per Share
May 13, 1993 March 14, 1994 $35.75**
March 14, 1994 March 14, 1995 $37.25**
March 14, 1995 March 14, 1996 $38.75
March 14, 1996 March 14, 1997 $40.25
March 14, 1997 March 14, 1998 $41.75
Attest: INTEL CORPORATION
/s/ THOMAS R. LAVELLE By: /s/ ARVIND SODHANI
- --------------------- -------------------------------------
Name/Title: Arvind Sodhani, Treasurer
Attest: HARRIS TRUST AND SAVINGS BANK
____________________________ By: /s/ RICHARD C. CARLSON
----------------------------------------------
Name/Title: Richard C. Carlson, Vice President
No. C- WARRANT TO PURCHASE _______
SHARES OF COMMON STOCK
INTEL CORPORATION
1998 STEP-UP WARRANT TO PURCHASE COMMON STOCK