exv4w1



 






Exhibit 4.1




$1,400,000,000




Intel Corporation




2.95% Junior Convertible Subordinated Debentures due 2035




Registration Rights Agreement




December 16, 2005




J.P. Morgan Securities Inc.

277 Park Avenue

9th Floor

New York, New York 10172



Ladies and Gentlemen:




          Intel Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to J.P.
Morgan Securities Inc. (the “Initial Purchaser”), upon the terms and subject to the conditions set
forth in a purchase agreement dated December 13, 2005 (the “Purchase Agreement”), $1,400,000,000
aggregate principal amount of its 2.95% Junior Convertible Subordinated Debentures due 2035 (the
“Firm Debentures”) and, at the election of the Initial Purchaser, an additional $200,000,000
aggregate principal amount of the Company’s 2.95% Junior Convertible Subordinated Debentures due
2035 (the “Additional Debentures” and, together with the Firm Debentures, the “Debentures”).



          As an inducement to the Initial Purchaser to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Initial Purchaser thereunder, the Company
agrees with the Initial Purchaser, for the benefit of the holders (including the Initial Purchaser)
of the Debentures and the Shares (as defined below), as follows:



     1. Certain Definitions.



     Capitalized terms used but not defined herein shall have the meanings given to such terms in
the Purchase Agreement. For purposes of this Registration Rights Agreement, the following terms
shall have the following meanings:




     (a) “Additional Debentures” has the meaning specified in the first paragraph of this
Agreement.




     (b) “Additional Interest” has the meaning assigned thereto in Section 2(d).




     (c) “Affiliate” has the meaning set forth in Rule 405 under the Securities Act, except
as otherwise expressly provided herein.



 









 






     (d) “Agreement” means this Registration Rights Agreement, as the same may be amended
from time to time pursuant to the terms hereof.




     (e) “Business Day” shall mean any day that is not a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to remain closed.




     (f) “Closing Date” means the date on which any Debentures are initially issued.




     (g) “Commission” means the Securities and Exchange Commission, or any other federal
agency at the time administering the Exchange Act or the Securities Act, whichever is the
relevant statute for the particular purpose.




     (h) “Company” has the meaning specified in the first paragraph of this Agreement.




     (i) “Debentures” has the meaning specified in the first paragraph of this Agreement.




     (j) “Deferral Notice” has the meaning assigned thereto in Section 3(b).




     (k) “Deferral Period” has the meaning assigned thereto in Section 3(b).




     (l) “Effective Period” has the meaning assigned thereto in Section 2(a).




     (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.




     (n) “Firm Debentures” has the meaning specified in the first paragraph of this
Agreement.




     (o) “Holder” means each holder, from time to time, of Registrable Securities (including
the Initial Purchaser).




     (p) “Indenture” means the Indenture dated as of December 16, 2005, among the Company
and Citibank, N.A., as Trustee, pursuant to which the Debentures are being issued.




     (q) “Initial Placement” means the initial placement of the Debentures pursuant to the
terms of the Purchase Agreement.




     (r) “Initial Purchaser” has the meaning specified in the first paragraph of this
Agreement.




     (s) “Material Event” has the meaning assigned thereto in Section 3(a)(iv).



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     (t) “Majority Holders” shall mean, on any date, holders of the majority of the Shares
constituting Registrable Securities; for the purposes of this definition, Holders of
Debentures constituting Registrable Securities shall be deemed to be the Holders of the
number of Shares into which such Debentures are or would be convertible as of such date.




     (u) “NASD” shall mean the National Association of Securities Dealers, Inc.




     (v) “Notice and Questionnaire” means a written notice delivered to the Company
containing the information called for by the Form of Selling Securityholder Notice and
Questionnaire attached as Annex A to the Offering Memorandum.




     (w) “Notice Holder” means, on any date, any Holder that has delivered a properly
completed Notice and Questionnaire to the Company on or prior to such date.




     (x) “Offering Memorandum” means the Offering Memorandum dated December 13, 2005
relating to the offer and sale of the Securities.




     (y) “Person” means a corporation, association, partnership, organization, business,
individual, government or political subdivision thereof or governmental agency.




     (z) “Prospectus” means the prospectus included in any Shelf Registration Statement, as
amended or supplemented by any amendment or prospectus supplement, including post-effective
amendments, and all materials incorporated by reference or explicitly deemed to be
incorporated by reference in such Prospectus.




     (aa) “Purchase Agreement” has the meaning specified in the first paragraph of this
Agreement.




     (bb) “Registrable Securities” means the Securities; provided, however, that such
Securities shall cease to be Registrable Securities when (i) in the circumstances
contemplated by Section 2(a), a registration statement registering such Securities under the
Securities Act has been declared or becomes effective and such Securities have been sold or
otherwise transferred by the Holder thereof pursuant to such effective registration
statement; (ii) such Securities are sold pursuant to Rule 144 under circumstances in which
any legend borne by such Securities relating to restrictions on transferability thereof,
under the Securities Act or otherwise, is removed or such Securities are eligible to be sold
pursuant to Rule 144(k) or any successor provision; or (iii) such Securities shall cease to
be outstanding (including, in the case of the Debentures, upon conversion into Shares).




     (cc) “Registration Default” has the meaning assigned thereto in Section 2(d).




     (dd) “Registration Expenses” has the meaning assigned thereto in Section 5.




     (ee) “Rule 144,” “Rule 405” and “Rule 415” means, in each case, such rule as
promulgated under the Securities Act.



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     (ff) “Securities” means, collectively, the Debentures and the Shares.




     (gg) “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.




     (hh) “Shares” means the shares of common stock of the Company, par value $0.001 per
share, into which the Debentures are convertible or that have been issued upon any
conversion from Debentures into common stock of the Company.




     (ii) “Shelf Registration Statement” means the shelf registration statement referred to
in Section 2(a), as amended or supplemented by any amendment or supplement, including
post-effective amendments, and all materials incorporated by reference or explicitly deemed
to be incorporated by reference in such Shelf Registration Statement.




     (jj) “Special Counsel” shall have the meaning assigned thereto in Section 5.




     (kk) “Subsidiary” has the meaning set forth in Rule 405 under the Securities Act.




     (ll) “Trust Indenture Act” means the Trust Indenture Act of 1939, or any successor
thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall
be amended from time to time.




     (mm) “Trustee” shall have the meaning assigned such term in the Indenture.



     Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers
to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole and not to any
particular Section or other subdivision. Unless the context otherwise requires, any reference to a
statute, rule or regulation refers to the same (including any successor statute, rule or regulation
thereto) as it may be amended from time to time.



     2. Registration Under the Securities Act.




     (a) The Company agrees to file under the Securities Act within 180 days after the
Closing Date, a shelf registration statement providing for the registration of, and the sale
on a continuous or delayed basis by the Holders of, all of the Registrable Securities,
pursuant to Rule 415 or any similar rule that may be adopted by the Commission. The Company
agrees to use its reasonable best efforts to cause the Shelf Registration Statement to
become or be declared effective within 180 days after the Closing Date and to keep such
Shelf Registration Statement continuously effective until the earlier of (i) the second
anniversary of the Closing Date or (ii) such time as there are no longer any Registrable
Securities outstanding (the “Effective Period”).




     (b) The Company further agrees that it shall cause the Shelf Registration Statement and
the related Prospectus and any amendment or supplement thereto, as of the effective date of
the Shelf Registration Statement or such amendment or supplement, (i)



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to comply in all material respects with the applicable requirements of the Securities
Act; and (ii) not to contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements
therein (in the case of the Prospectus, in the light of the circumstances under which they
were made) not misleading, and the Company agrees to furnish to the Holders of the
Registrable Securities copies of any supplement or amendment prior to its being used or
promptly following its filing with the Commission; provided, however, that the Company shall
have no obligation to deliver to Holders of Registrable Securities copies of any amendment
consisting exclusively of an Exchange Act report or other Exchange Act filing otherwise
publicly available on the Company’s website.




     (c) Each Holder of Registrable Securities agrees that if such Holder wishes to sell
Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus,
it will do so only in accordance with this Section 2(c) and Section 3(b). From and after
the date the Shelf Registration Statement is declared effective, the Company shall, as
promptly as is practicable after the date a Notice and Questionnaire is delivered, and in
any event within fifteen Business Days after such date,




        (i) if required by applicable law, file with the Commission a post-effective
amendment to the Shelf Registration Statement or prepare and, if required by
applicable law, file a supplement to the related Prospectus or a supplement or
amendment to any document incorporated therein by reference or file any other
required document so that the Holder delivering such Notice and Questionnaire is
named as a selling security holder in the Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of the Registrable Securities in accordance with applicable
law and, if the Company shall file a post-effective amendment to the Shelf
Registration Statement, use its reasonable efforts to cause such post-effective
amendment to become effective under the Securities Act as promptly as is reasonably
practicable;




        (ii) provide such Holder copies of any documents filed pursuant to Section
2(c)(i); and




        (iii) notify such Holder as promptly as practicable after the effectiveness
under the Securities Act of any post-effective amendment filed pursuant to Section
2(c)(i);




provided that the Company shall not be required to make more than one such filing in any
calendar quarter in the form of a post-effective amendment to the Shelf Registration
Statement; provided, further, that if such Notice and Questionnaire is delivered during a
Deferral Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon
expiration of the Deferral Period in accordance with Section 3(b). Notwithstanding anything
contained herein to the contrary, the Company shall be under no obligation to name any
Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration
Statement or related Prospectus; provided, however, that any Holder that



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becomes a Notice Holder pursuant to the provisions of this Section 2(c) (whether or not such
Holder was a Notice Holder at the time the Shelf Registration Statement was declared
effective) shall be named as a selling securityholder in the Shelf Registration Statement or
related Prospectus in accordance with the requirements of this Section 2(c).




     (d) If any of the following events (any such event a “Registration Default”) shall
occur, then additional interest (the “Additional Interest”) shall become payable by the
Company to Holders in respect of the Debentures as follows:




        (i) if the Shelf Registration Statement is not filed and declared effective by
the Commission within 180 days following the Closing Date, then commencing on the
181st day after the Closing Date, Additional Interest shall accrue on the
principal amount of the outstanding Debentures that are Registrable Securities at a
rate of 0.25% per annum for the first 90 days following such 181st day
and at a rate of 0.5% per annum thereafter;




        (ii) if the Company has failed to perform its obligations set forth in Section
2(c) hereof within the time periods required therein, then commencing on the first
day after the date by which the Company was required to perform such obligations,
Additional Interest shall accrue on the principal amount of the outstanding
Debentures that are Registrable Securities at a rate of 0.25% per annum for the
first 90 days and at a rate of 0.5% per annum thereafter;




        (iii) if the Shelf Registration Statement has been declared effective but such
Shelf Registration Statement ceases to be effective at any time during the Effective
Period (other than pursuant to Section 3(b) hereof), then commencing on the day such
Shelf Registration Statement ceases to be effective, Additional Interest shall
accrue on the principal amount of the outstanding Debentures that are Registrable
Securities at a rate of 0.25% per annum for the first 90 days following such date on
which the Shelf Registration Statement ceases to be effective and at a rate of 0.5%
per annum thereafter; and




        (iv) if the aggregate duration of Deferral Periods in any period exceeds the
number of days permitted in respect of such period pursuant to Section 3(b) hereof,
then commencing on the day the aggregate duration of Deferral Periods in any period
exceeds the number of days permitted in respect of such period (and again on the
first day of any subsequent Deferral Period during such period), Additional Interest
shall accrue on the principal amount of the outstanding Debentures that are
Registrable Securities at a rate of 0.25% per annum for the first 90 days and at a
rate of 0.5% per annum thereafter;




provided, however, that the Additional Interest rate on the Debentures shall not exceed in
the aggregate 0.5% per annum and shall not be payable under more than one clause above for
any given period of time, except that if Additional Interest would be payable under more
than one clause above, but at a rate of 0.25% per annum under one clause and at a rate of
0.5% per annum under the other, then the Additional Interest rate shall be the higher rate
of 0.5% per annum; provided further, however, that (1) upon the filing and



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effectiveness of the Shelf Registration Statement (in the case of clause (i) above), (2)
upon the performance by the Company of its obligations set forth in Section 2(c) hereof
within the time periods required therein (in the case of clause (ii) above), (3) upon the
effectiveness of the Shelf Registration Statement which had ceased to remain effective (in
the case of clause (iii) above), (4) upon the termination of the Deferral Period that caused
the limit on the aggregate duration of Deferral Periods in a period set forth in Section
3(b) to be exceeded (in the case of clause (iv) above), (5) upon the termination of transfer
restrictions on the Securities as a result of the application of Rule 144(k) or any
successor provision or (6) after the end of the Effective Period, Additional Interest on the
Debentures as a result of such clause, as the case may be, shall cease to accrue.




     Additional Interest on the Debentures, if any, will be payable in arrears and will be
payable in cash on June 15 and December 15 of each year to holders of record of outstanding
Debentures that are Registrable Securities at the close of business on June 1 or December 1,
as the case may be, immediately preceding the relevant interest payment date, provided that
in the case of an event of the type described in clause (ii) above, such Additional Interest
shall be paid only to the Holders that have delivered Notice and Questionnaires that caused
the Company to incur the obligations set forth in Section 2(c), the non-performance of which
is the basis of such Registration Default; provided further that Additional Interest shall
not accrue with respect to any Debentures or portion thereof called for redemption on a
redemption date or converted into Shares on a conversion date prior to the Registration
Default. Following the cure of all Registration Defaults requiring the payment of
Additional Interest to the Holders of Debentures that are Registrable Securities pursuant to
this Section, the accrual of Additional Interest will cease (without in any way limiting the
effect of any subsequent Registration Default requiring the payment of Additional Interest).
Additional Interest on the Debentures, if any, will accrue from and including the date on
which any Registration Default occurs to but excluding the date on which all Registration
Defaults have been cured. If a Holder exchanges some or all of the Securities into shares
of Common Stock, the Holder will not be entitled to receive
Additional Interest on such shares of Common Stock.




     The Company shall notify the Trustee immediately upon the occurrence of each and every
Registration Default. The Trustee shall be entitled, on behalf of Holders of Securities, to
enforce this Agreement and specifically, the requirement that the Company pay Additional
Interest if any becomes due. Notwithstanding the foregoing, the parties agree that the sole
monetary damages payable for a violation of the terms of this Agreement with respect to
which additional monetary amounts are expressly provided shall be as set forth in this
Section 2(d). Nothing shall preclude a Notice Holder or Holder of Registrable Securities
from pursuing or obtaining specific performance or other equitable relief with respect to
this Agreement.



        3. Registration Procedures.



        The following provisions shall apply to the Shelf Registration Statement filed pursuant to
Section 2:




          (a) The Company shall:



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        (i) prepare and file with the Commission a registration statement with respect
to the shelf registration on any form which may be utilized by the Company and which
shall permit the disposition of the Registrable Securities in accordance with the
intended method or methods thereof, as specified in writing by the Holders of the
Registrable Securities, and use its reasonable best efforts to cause such
registration statement to become effective in accordance with Section 2(a) above;




        (ii) before filing any Shelf Registration Statement or Prospectus or any
amendments or supplements thereto with the Commission, furnish to the Initial
Purchaser copies of all such documents proposed to be filed and use its commercially
reasonable efforts to reflect in each such document when so filed with the
Commission such comments as the Initial Purchaser reasonably shall propose within
three (3) Business Days of the delivery of such copies to the Initial Purchaser;




        (iii) use its reasonable best efforts to prepare and file with the Commission
such amendments and post-effective amendments to the Shelf Registration Statement
and file with the Commission any other required document as may be necessary to keep
such Shelf Registration Statement continuously effective until the expiration of the
Effective Period; cause the related Prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or
any similar provisions then in force) under the Securities Act; and comply with the
provisions of the Securities Act applicable to it with respect to the disposition of
all Securities covered by such Shelf Registration Statement during the Effective
Period in accordance with the intended methods of disposition by the sellers thereof
set forth in such Shelf Registration Statement as so amended or such Prospectus as
so supplemented;




        (iv) as promptly as reasonably practicable, notify the Notice Holders of
Registrable Securities:




           (A) when such Shelf Registration Statement or the Prospectus included
therein or any amendment or supplement to the Prospectus or post-effective
amendment has been filed with the Commission, and, with respect to such
Shelf Registration Statement or any post-effective amendment, when the same
has become effective;




           (B) of any request, following the effectiveness of the Shelf
Registration Statement, by the Commission or any other Federal or state
governmental authority for amendments or supplements to the Shelf
Registration Statement or related Prospectus or for additional information
(other than any such request relating to a review of the Company’s Exchange
Act filings);



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           (C) of the issuance by the Commission of any stop order suspending the
effectiveness of such Shelf Registration Statement or the initiation or
written threat of any proceedings for that purpose;




           (D) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Registrable Securities included
in any Shelf Registration Statement for sale in any jurisdiction or the
initiation or written threat of any proceeding for such purpose;




           (E) of the occurrence of any event or the existence of any fact (a
“Material Event”) as a result of which any Shelf Registration Statement
shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading, or any Prospectus shall contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading
provided, however, that no notice by the Company shall be required pursuant
to this clause (E) in the event that the Company either promptly files a
prospectus supplement to update the Prospectus or a Form 8-K or other
appropriate Exchange Act report that is incorporated by reference into the
Shelf Registration Statement, which, in either case, contains the requisite
information with respect to such Material Event that results in such Shelf
Registration Statement no longer containing any untrue statement of material
fact or omitting to state a material fact necessary to make the statements
contained therein not misleading;




           (F) of the determination by the Company that a post-effective amendment
to the Shelf Registration Statement will be filed with the Commission, which
notice may, at the discretion of the Company (or as required pursuant to
Section 3(b)), state that it constitutes a Deferral Notice, in which event
the provisions of Section 3(b) shall apply; or




           (G) at any time when a Prospectus is required to be delivered under the
Securities Act, that the Shelf Registration Statement, Prospectus,
Prospectus amendment or supplement or post-effective amendment does not
conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of
the Commission thereunder;




        (v) prior to any public offering of the Registrable Securities pursuant to the
Shelf Registration Statement, use its commercially reasonable efforts to register or
qualify, or cooperate with the Notice Holders of Securities included therein and
their respective counsel in connection with the registration or qualification of,
such Securities for offer and sale under the securities or blue sky laws of such
jurisdictions within the United States as any such Notice Holders reasonably
requests in writing and do any and all other reasonable acts or things



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necessary or advisable to enable the offer and sale in such jurisdictions of
the Securities covered by the Shelf Registration Statement; provided that the
Company will not be required to qualify generally to do business in any jurisdiction
where it is not then so qualified or to take any action which would subject it to
general service of process or to taxation in any such jurisdiction where it is not
then so subject;




        (vi) prior to any public offering of the Registrable Securities pursuant to the
Shelf Registration Statement, use its commercially reasonable efforts to keep each
such registration or qualification (or exemption therefrom) effective during the
Effective Period in connection with such Notice Holder’s offer and sale of
Registrable Securities pursuant to such registration or qualification (or exemption
therefrom) and do any and all other reasonable acts or things necessary or advisable
to enable the disposition in such jurisdictions within the United States of such
Registrable Securities in the manner set forth in the Shelf Registration Statement
and the related Prospectus; provided that the Company will not be required to
qualify generally to do business in any jurisdiction where it is not then so
qualified or to take any action which would subject it to general service of process
or to taxation in any such jurisdiction where it is not then so subject;




        (vii) use its commercially reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of the Shelf Registration Statement or any
post-effective amendment thereto, and to lift any suspension of the qualification of
any of the Registrable Securities for sale in any jurisdiction in which they have
been qualified for sale, in each case at the earliest practicable date;




        (viii) upon reasonable written notice in connection with any disposition of
Securities, for a reasonable period prior to the filing of the Shelf Registration
Statement and throughout any portion of the Effective Period that is not a Deferral
Period, (i) make reasonably available for inspection by a representative of, and
Special Counsel acting for, the Majority Holders of the Securities being sold, all
relevant financial and other records, pertinent corporate documents and properties
of the Company and its Subsidiaries and (ii) use its commercially reasonable efforts
to have its officers, employees, accountants and counsel make available all relevant
information reasonably requested by such representative, Special Counsel, in each
case as is customary for the Company in its past practice to provide to underwriters
or initial purchasers for similar “due diligence” examinations in connection with
the offering of securities by the Company; provided, however, that the Company may
require any such person to enter into a non-disclosure agreement in form and
substance acceptable to the Company with respect to any confidential information
that may be provided to any such person;




        (ix) if reasonably requested in writing by the Initial Purchaser or any Notice
Holder, incorporate in a Prospectus supplement or post-effective amendment to the
Shelf Registration Statement such information as the Initial Purchaser or such
Notice Holder shall, on the basis of a written opinion of



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nationally-recognized counsel experienced in such matters, determine to be
required to be included therein by applicable law and make any required filings of
such Prospectus supplement or such post-effective amendment as promptly as
reasonably practicable after the receipt of such written request from the Initial
Purchaser or Notice Holder; provided, that the Company shall not be required to take
any actions under this Section 3(a)(ix) that are not, in the reasonable opinion of
counsel for the Company, in compliance with or necessary under applicable law;




        (x) during the Effective Period, promptly furnish to each Notice Holder and the
Initial Purchaser, upon their request and without charge, at least one conformed
copy of the Shelf Registration Statement and any amendments thereto, including
financial statements but excluding schedules, all documents incorporated or deemed
to be incorporated therein by reference and all exhibits; provided, however, that
the Company shall have no obligation to deliver to Notice Holders or the Initial
Purchaser a copy of any amendment consisting exclusively of an Exchange Act report
or other Exchange Act filing otherwise publicly available on the Company’s website;




        (xi) during the Effective Period, deliver to each Notice Holder in connection
with any sale of Registrable Securities pursuant to the Shelf Registration
Statement, without charge, as many copies of the Prospectus relating to such
Registrable Securities (including each preliminary prospectus) and any amendment or
supplement thereto as such Notice Holder may reasonably request; and the Company
hereby consents (except during such periods that a Deferral Notice is outstanding
and has not been revoked) to the use of such Prospectus or each amendment or
supplement thereto by each Notice Holder in connection with any offering and sale of
the Registrable Securities covered by such Prospectus or any amendment or supplement
thereto in the manner set forth therein; and




        (xii) during the Effective Period, cooperate with the Notice Holders of
Securities to facilitate the timely preparation and delivery of certificates
representing Securities to be sold pursuant to the Shelf Registration Statement free
of any restrictive legends and in such denominations permitted by the Indenture and
registered in such names as the Holders thereof may request in writing at least two
Business Days prior to settlement of sales of Securities pursuant to such Shelf
Registration Statement; provided, that nothing herein shall require the Company to
deliver certificated Securities to any beneficial holder of Securities, except as
required by the Indenture.




     (b) Upon (A) the issuance by the Commission of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of proceedings with
respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities
Act, (B) the occurrence of any event or the existence of any Material Event as a result of
which the Shelf Registration Statement shall contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading, or any Prospectus shall contain any untrue



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statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or (C) the occurrence or existence of any corporate
development or business reason that, in the sole discretion of the Company, makes it
appropriate to suspend the availability of the Shelf Registration Statement and the related
Prospectus, including, without limitation, the acquisition or divestiture of assets, pending
corporate developments, public filings with the Commission and similar events, the Company
will:




        (i) in the case of clause (B) above, subject to the paragraph below, as
promptly as practicable prepare and file a post-effective amendment to such Shelf
Registration Statement, Prospectus or a supplement to the related Prospectus or any
document incorporated therein by reference or file any other required document that
would be incorporated by reference into such Shelf Registration Statement and
Prospectus so that such Shelf Registration Statement and Prospectus does not contain
any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading (in
the case of the Prospectus in the light of the circumstances under which they were
made); and




        (ii) give notice to the Notice Holders that the availability of the Shelf
Registration Statement is suspended (a “Deferral Notice”).




The Company will use its commercially reasonable efforts to ensure that the use of the
Prospectus may be resumed (x) in the case of clause (A) above, as promptly as reasonably
practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the
Company, public disclosure of such Material Event would not be prejudicial to or contrary to
the interests of the Company or, if necessary to avoid unreasonable burden or expense, as
soon as practicable thereafter and (z) in the case of clause (C) above, as soon as, in the
sole discretion of the Company, such suspension is no longer appropriate; provided that the
period during which the availability of the Shelf Registration Statement and any Prospectus
is suspended (the “Deferral Period”), without the Company incurring any obligation to pay
Additional Interest pursuant to Section 2(d), shall not exceed one 120 days in the aggregate
in any 12-month period.




     (c) Each Holder of Registrable Securities agrees that upon receipt of any Deferral
Notice from the Company, such Holder shall forthwith discontinue (and cause any placement or
sales agent or underwriters acting on their behalf to discontinue) the disposition of
Registrable Securities pursuant to the registration statement applicable to such Registrable
Securities until such Holder (i) shall have received copies of such amended or supplemented
Prospectus and, if so directed by the Company, such Holder shall 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 Registrable Securities at the time of receipt of
such notice or (ii) shall have received notice from the Company that the disposition of
Registrable Securities pursuant to the Shelf Registration may continue.



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     (d) The Company may require each Holder of Registrable Securities as to which any
registration pursuant to Section 2(a) is being effected to furnish to the Company such
information regarding such Holder and such Holder’s intended method of distribution of such
Registrable Securities as the Company may from time to time reasonably request in writing.
Each such Holder agrees to notify the Company as promptly as practicable of any inaccuracy
or change in information previously furnished by such Holder to the Company or of the
occurrence of any event in either case as a result of which any Prospectus relating to such
registration contains or would contain an untrue statement of a material fact regarding such
Holder or such Holder’s intended method of disposition of such Registrable Securities or
omits to state any material fact regarding such Holder or such Holder’s intended method of
disposition of such Registrable Securities required to be stated therein or necessary to
make the statements therein not misleading, and promptly to furnish to the Company any
additional information required to correct and update any previously furnished information
or required so that such Prospectus shall not contain, with respect to such Holder or the
disposition of such Registrable Securities, an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements
therein not misleading.




     (e) The Company shall use its commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission and make generally available to its
securityholders earning statements (which need not be audited) satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) no later than 45 days after the end of any 12-month period (or 90
days after the end of any 12-month period if such period is a fiscal year of the Company)
commencing on the first day of the first fiscal quarter of the Company commencing after the
effective date of the Shelf Registration Statement, which statements shall cover said
12-month periods.




     (f) The Company shall provide a CUSIP number for all Registrable Securities covered by
the Shelf Registration Statement not later than the effective date of such Shelf
Registration Statement and provide the Trustee for the Debentures and the transfer agent for
the Shares with printed certificates for the Registrable Securities that are in a form
eligible for deposit with The Depository Trust Company.




     (g) The Company shall use its commercially reasonable efforts to provide such
information as is required for any filings required to be made with the NASD.




     (h) During the period from the Closing Date until two years after the Closing Date,
without the prior written consent of the Initial Purchaser, the Company will not, and will
not permit any of its “affiliates” (as defined in Rule 144 under the Securities Act) to,
resell any of the Securities that constitute “restricted securities” under Rule 144 that
have been reacquired by any of them.




     (i) The Company shall use its commercially reasonable efforts to cause the Indenture to
be qualified under the Trust Indenture Act in a timely manner.



13









 






     (j) The Company shall take all necessary, reasonable and lawful actions (including
those reasonably requested by the Majority Holders of the Registrable Securities being sold)
in order to expedite or facilitate disposition of such Registrable Securities.



     4. Holders’ Obligations.



     Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of
Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the
Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof
(including the information required to be included in such Notice and Questionnaire) and the
information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the
Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Notice Holder not misleading and any other information regarding
such Notice Holder and the distribution of such Registrable Securities as may be required to be
disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission
comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf
Registration Statement without delivering, or causing to be delivered, a Prospectus to the
purchaser thereof and, following termination of the Effective Period, to notify the Company, within
10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant
to the Shelf Registration Statement and, in the absence of a response, the Company may assume that
all of the Holder’s Registrable Securities were so sold.



     5. Registration Expenses.



     The Company agrees to bear and to pay or cause to be paid promptly upon request being made
therefor all expenses incident to the Company’s performance of or compliance with this Agreement,
including, but not limited to, (a) all Commission and any NASD registration and filing fees and
expenses, (b) all fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and Blue Sky laws referred to in Section 3(a)(v)
hereof, (c) all expenses relating to the preparation, printing, distribution and reproduction of
the Shelf Registration Statement, the related Prospectus, each amendment or supplement to each of
the foregoing, the certificates representing the Securities and all other documents relating
hereto, (d) fees, disbursements and expenses of counsel and independent certified public
accountants of the Company (including the expenses of any opinions or “cold comfort” letters
required by or incident to such performance and compliance) and (e) reasonable fees, disbursements
and expenses of one counsel for the Holders of Registrable Securities retained in connection with
the Shelf Registration Statement (not to exceed $30,000), as selected by the Company (unless
reasonably objected to by the Majority Holders of the Registrable Securities being registered, in
which case the Company shall select another counsel reasonably acceptable to the Holders) (“Special
Counsel”), and fees, expenses and disbursements of any other Persons, including special experts,
retained by the Company in connection with such registration (collectively, the “Registration
Expenses”). To the extent that any Registration Expenses are properly incurred, assumed or paid by
any Holder of Registrable Securities or any underwriter or placement agent therefor, the Company
shall reimburse such Person for the full



14









 




amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a
documented request therefor. Notwithstanding the foregoing, the Holders of the Registrable
Securities being registered shall pay any underwriting discounts and commissions and placement
agent fees and commissions attributable to the sale of such Registrable Securities and the fees and
disbursements of any counsel or other advisors or experts retained by such Holders (severally or
jointly), other than the counsel and experts specifically referred to above.




     6. Indemnification.




     (a) The Company shall indemnify and hold harmless each Holder (including, without
limitation, the Initial Purchaser), its Affiliates, their respective officers, directors,
employees, and each person, if any, who controls such Holder within the meaning of the
Securities Act or the Exchange Act (collectively referred to for purposes of this Section 6
and Section 7 as a Holder) from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof (including, without limitation, any loss, claim,
damage, liability or action relating to purchases and sales of Securities), to which that
Holder may become subject, whether commenced or threatened, under the Securities Act, the
Exchange Act, any other federal or state statutory law or regulation, at common law or
otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is
based upon, (i) any untrue statement or alleged untrue statement of a material fact
contained in any such Registration Statement or any Prospectus forming part thereof or in
any amendment or supplement thereto or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, and shall reimburse each Holder promptly upon demand for any legal or other
expenses reasonably incurred by that Holder in connection with investigating or defending or
preparing to defend against or appearing as a third party witness in connection with any
such loss, claim, damage, liability or action as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or action arises out of, or is based upon, an untrue
statement or alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with any information provided by a Holder in
writing to the Company, including in its Notice and Questionnaire. This indemnity agreement
shall be in addition to any liability that the Company may otherwise have.




     (b) Each Holder shall indemnify and hold harmless the Company, its officers, directors,
employees, and each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act (collectively referred to for purposes of this Section
6(b) and Section 7 as the Company), from and against any loss, claim, damage or liability,
joint or several, or any action in respect thereof, to which the Company may become subject,
whether commenced or threatened, under the Securities Act, the Exchange Act, any other
federal or state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue
statement or alleged untrue statement of a material fact contained in any such Registration
Statement or any Prospectus forming part thereof or in any amendment or supplement thereto
or (ii) the omission or alleged omission to state



15









 






therein a material fact required to be stated therein or necessary in order to make the
statements therein (in the case of any Prospectus, in the light of the circumstances under
which they were made), not misleading, but in each case only to the extent that the untrue
statement or alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with any information provided by a Holder in writing to the Company,
including in its Notice and Questionnaire, and shall reimburse the Company for any legal or
other expenses reasonably incurred by the Company in connection with investigating or
defending or preparing to defend against or appearing as a third party witness in connection
with any such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that no such Holder shall be liable for any indemnity claims hereunder in
excess of the amount of net proceeds received by such Holder from the sale of Securities
pursuant to such Shelf Registration Statement. This indemnity agreement will be in addition
to any liability which any such Holder may otherwise have.




     (c) Promptly after receipt by an indemnified party under this Section 6 of notice of
any claim or the commencement of any action or proceeding, the indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party pursuant to Section
6(a) or 6(b), notify the indemnifying party in writing of the claim or the commencement of
that action; provided, however, that the failure to notify the indemnifying party shall not
relieve it from any liability which it may have under this Section 6 except to the extent
that it has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided, further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to an
indemnified party to the extent it is not materially prejudiced as a result thereof and in
any event shall not relieve it from any liability which it may have otherwise than on
account of this indemnity agreement. If any such claim or action shall be brought against
an indemnified party, and it notifies the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it wishes, jointly
with any other similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying
party to the indemnified party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the indemnified party under this
Section 6 for any legal or other expenses subsequently incurred by the indemnified party in
connection with the defense thereof other than the reasonable costs of investigation;
provided, however, that an indemnified party shall have the right to employ its own counsel
in any such action, but the fees, expenses and other charges of such counsel for the
indemnified party will be at the expense of such indemnified party unless (i) the employment
of counsel by the indemnified party has been authorized in writing by the indemnifying
party, (ii) the indemnified party has reasonably concluded (based upon advice of counsel to
the indemnified party) that there may be legal defenses available to it or other indemnified
parties that are different from or in addition to those available to the indemnifying party,
(iii) a conflict or potential conflict exists (based upon advice of counsel to the
indemnified party) between the indemnified party and the indemnifying party (in which case
the indemnifying party will not have the right to direct the defense of such action on
behalf of the indemnified party)



16









 






or (iv) the indemnifying party has not in fact employed counsel reasonably satisfactory
to the indemnified party to assume the defense of such action within a reasonable time after
receiving notice of the commencement of the action, in each of which cases the reasonable
fees, disbursements and other charges of counsel will be at the expense of the indemnifying
party or parties. It is understood that the indemnifying party or parties shall not, in
connection with any proceeding or related proceedings in the same jurisdiction, be liable
for the reasonable fees, disbursements and other charges of more than one separate firm of
attorneys (in addition to any local counsel) at any one time for all such indemnified party
or parties. Each indemnified party, as a condition of the indemnity agreements contained in
Sections 6(a) and 6(b), shall use all commercially reasonable efforts to cooperate with the
indemnifying party in the defense of any such action or claim. No indemnifying party shall
be liable for any settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written consent or if
there be a final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any loss or
liability by reason of such settlement or judgment or if the indemnifying party has not paid
the expenses and fees for which it is liable 20 days after notice by the indemnified party
of request for reimbursement. No indemnifying party shall, without the prior written
consent of the indemnified party (which consent shall not be unreasonably withheld), effect
any settlement of any pending or threatened proceeding in respect of which any indemnified
party is or could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement (1) includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of such
proceeding and (2) does not include a statement or admission of fault, culpability or a
failure to act, by or on behalf of the indemnified party.




     (d) The provisions of this Section 6 and Section 7 shall remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder, the Company, or
any of the indemnified Persons referred to in this Section 6 and Section 7, and shall
survive the sale by a Holder of securities covered by the Shelf Registration Statement.




     7. Contribution.



     If the indemnification provided for in Section 6 is unavailable or insufficient to hold
harmless an indemnified party under Section 6(a) or 6(b), then each indemnifying party shall, in
lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability, or action in respect
thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received
by the Company from the offering and sale of the Debentures, on the one hand, and a Holder with
respect to the sale by such Holder of Securities, on the other, or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also the relative fault
of the Company on the one hand and such Holder on the other with respect to the statements or
omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as
well as any other relevant equitable considerations. The relative benefits received by the



17









 




Company on the one hand and a Holder on the other with respect to such offering and such sale
shall be deemed to be in the same proportion as the total net proceeds from the offering of the
Debentures (before deducting expenses) received by or on behalf of the Company, on the one hand,
and the total discounts and commissions received by such Holder with respect to the Securities, on
the other, bear to the total gross proceeds from the sale of Securities. The relative fault 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 the
Company or information supplied by the Company on the one hand or to any information contained in
the relevant Notice and Questionnaire supplied by such Holder on the other, the intent of the
parties and their relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The parties hereto agree that it would not be just and
equitable if contributions pursuant to this Section 7 were to be determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a result of the loss,
claim, damage or liability, or action in respect thereof, referred to above in this Section 7 shall
be deemed to include, for purposes of this Section 7, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending or preparing to
defend any such action or claim. Notwithstanding the provisions of this Section 7, an indemnifying
party that is a Holder of Securities shall not be required to contribute any amount in excess of
the amount by which the total price at which the Securities sold by such indemnifying party to any
purchaser exceeds the amount of any damages which such indemnifying party has otherwise paid or
become liable to pay by reason of any 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.




     8. Rule 144A and Rule 144.



     So long as any Registrable Securities remain outstanding, the Company shall use its
commercially reasonable efforts to file the reports required to be filed by it under Rule
144A(d)(4) under the Securities Act and the Exchange Act in a timely manner and, if at any time the
Company is not required to file such reports, it will, upon the written request of any Holder of
Registrable Securities, make publicly available other information so long as necessary to permit
sales of such Holder’s securities pursuant to Rules 144 and 144A. The Company covenants that, as
long as any Registrable Securities remain outstanding, it will take such further action as any
Holder of Registrable Securities may reasonably request, all to the extent required from time to
time to enable such Holder to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without
limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of
Registrable Securities, the Company shall deliver to such Holder a written statement as to whether
it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8
shall be deemed to require the Company to register any of its securities pursuant to the Exchange
Act.



18









 





     9. Miscellaneous.




     (a) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the Company has obtained either (i) the written consent of
the Majority Holders or (ii) the consent of the Majority Holders through The Depository
Trust Company’s Automated Tender Offer Program. Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders whose Securities are being sold pursuant to the Shelf
Registration Statement and that does not directly or indirectly affect the rights of other
Holders may be given by Holders of a majority in aggregate amount of the Securities being
sold by such Holders pursuant to the Shelf Registration Statement.




     (b) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, first-class mail, telecopier or air
courier guaranteeing next-day delivery:




        (1) If to the Company, initially at the address set forth for it in the
Purchase Agreement with a copy to Gibson, Dunn & Crutcher LLP, One Montgomery
Street, 31st floor, San Francisco, CA 94104, Attention Stewart McDowell, Esq.;




        (2) If to the Initial Purchaser, initially at the address set forth for it in
the Purchase Agreement; and




        (3) If to a Holder, to the address of such Holder set forth in the security
register, the Notice and Questionnaire or other records of the Company.



              All such notices and communications shall be deemed to have been duly given: when delivered by
hand, if personally delivered; one Business Day after being delivered to a next-day air courier;
five Business Days after being deposited in the mail; and when receipt is acknowledged by the
recipient’s telecopier machine, if sent by telecopier.




     (c) Successors and Assigns. This Agreement shall be binding upon the Company
and its respective successors and assigns, including, without the need for an express
assignment or any consent by the Company thereto, subsequent Holders. In the event that any
other person shall succeed to the Company under the Indenture, then such successor shall
enter into an agreement, in form and substance reasonably satisfactory to the Initial
Purchasers, whereby such successor shall assume all of the Company’s obligations under this
Agreement.




     (d) Counterparts. This Agreement may be executed in any number of counterparts
(which may be delivered in original form or by telecopier) 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.



19









 






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




     (f) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.




     (g) Remedies. In the event of a breach by the Company or by any Holder of any
of their respective obligations under this Agreement, each Holder or the Company, as the
case may be, in addition to being entitled to exercise all rights granted by law, including
recovery of damages (other than the recovery of damages for a breach by the Company of its
obligations under Section 2 hereof for which Additional Interest has been paid pursuant to
Section 3 hereof), will be entitled to specific performance of its rights under this
Agreement. The Company and each Holder agree that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of any of the provisions of
this Agreement and hereby further agree that, in the event of any action for specific
performance in respect of such breach, it shall waive the defense that a remedy at law would
be adequate.




     (h) No Inconsistent Agreements. The Company represents, warrants and agrees
that (i) it has not entered into, and shall not, on or after the date of this Agreement,
enter into any agreement with respect to securities that would impair the rights granted to
the Holders in this Agreement, and (ii) without limiting the generality of the foregoing,
without the written consent of the Majority Holders, it shall not grant to any person the
right to request the Company to register any debt securities of the Company under the
Securities Act unless the rights so granted do not impair the rights of the Holders under
this Agreement.




     (i) No Underwritten Offerings. No underwritten offering shall be effected
pursuant to this Agreement without the prior written consent of the Company, which may be
withheld in the Company’s sole discretion. Any underwritten offering agreed to by the
Company shall be on terms and conditions agreed to by the Company in connection with such
offering.




     (j) Severability. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void
or unenforceable, the remainder of the terms, provisions, covenants and restrictions set
forth herein shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their commercially reasonable efforts to
find and employ an alternative means to achieve the same or substantially the same result as
that contemplated by such term, provision, covenant or restriction. It is hereby stipulated
and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.



20









 






     (k) Survival. This Agreement and the obligations of the parties hereunder
shall terminate upon the end of the Effective Period, except for any liabilities or
obligations under Section 2(d), 5, 6 or 7 to the extent arising prior to the end of the
Effective Period.




     (l) Securities Held by the Company, etc. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities is required hereunder,
Securities held by the Company or its Affiliates (other than subsequent Holders of
Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their
holdings of such Securities) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.



21









 





     If the foregoing is in accordance with your understanding of our agreement, kindly sign and
return to us a counterpart hereof, whereupon this instrument will become a binding agreement
between the Company and the Initial Purchaser in accordance with its terms.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	INTEL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	/s/ Ravi Jacob	 	 
	 

	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






 









 






	 	 	 	 	 
	Accepted: December 16, 2005	 	 
	 
	 	 	 	 
	J.P. MORGAN SECURITIES INC.	 	 
	 
	 	 	 	 
	By: 

	/s/ David A. Seaman
 

	 	 
	 

	Name: David A. Seaman	 	 
	 

	Title: Managing Director