1
EXHIBIT 4.4
FIRST AMENDMENT TO WARRANT AGREEMENT
BETWEEN
INTEL CORPORATION AND THE FIRST NATIONAL BANK OF BOSTON,
WARRANT AGENT - 1998 STEP-UP WARRANTS
TO PURCHASE COMMON STOCK -
DATED MARCH 1, 1993
This First Amendment to the above referenced Warrant Agreement (the
"Agreement") is dated as of October 18, 1993, between Intel Corporation, a
Delaware corporation (the "Company"), and The First National Bank of Boston, a
national banking association, as warrant agent (the "Warrant Agent").
WHEREAS the Company issued 1998 Step-Up Warrants (the "Warrants") entitling
holders to purchase an initial aggregate of up to ten million (10,000,000)
shares ("Shares") of the Company's common stock, $0.001 par value (the "Common
Stock"); and
WHEREAS, pursuant to Sections 14(a), (h) and (k) of the Agreement, the Warrants
have been adjusted to reflect a 2:1 split of the Company's Common Stock;
NOW, THEREFORE, the Agreement is amended as set forth below.
1. Section 2 is amended to read as follows:
SECTION 2. Amount Issued. Subject to the provisions of this Agreement,
Warrants to purchase no more than twenty million (20,000,000) Shares may be
issued and delivered by the Company hereunder.
2. The second paragraph of Section 7 is amended to read 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
non-assessable Share at the price set forth in the following table (such
price, as may be adjusted from time to time as provided in Section 14, being
the "Exercise Price"):
LJ0138/10-22-93 1.
2
EXERCISE PRICE
EXERCISE DATE PER SHARE
After On or Before
----- ------------
May 13, 1993 March 14, 1994 $71.50
March 14, 1994 March 14, 1995 $74.50
March 14, 1995 March 14, 1996 $77.50
March 14, 1996 March 14, 1997 $80.50
March 14, 1997 March 14, 1998 $83.50
3. Exhibit A is replaced with the attached Exhibit A-1.
In all other respects the Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the day and year first above written.
Attest: INTEL CORPORATION
/s/ Suzanne Taaffe By: /s/ Thomas R. Lavelle
- ----------------------- ------------------------
Attest: THE FIRST NATIONAL BANK OF BOSTON
/s/ Colleen M. Duran By: /s/ Kenyon Bissell
- ------------------------ -----------------------
LJ0138/10-22-93 2.
3
EXHIBIT A-1 (REV'D 10/93)
[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 initial 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
--------------- ----------------
of Business Close of Business Exercise Price Per Share
----------- ----------------- ------------------------
May 13, 1993 March 14, 1994 $71.50
March 14, 1994 March 14, 1995 $74.50
March 14, 1995 March 14, 1996 $77.50
March 14, 1996 March 14, 1997 $80.50
March 14, 1997 March 14, 1998 $83.50
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 at the office or agency of the Warrant Agent in New York, New York or in
Boston, Massachusetts (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.
17 WARRANT AGREEMENT
4
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:
THE FIRST NATIONAL BANK OF BOSTON,
AS WARRANT AGENT
By ___________________________________
18 WARRANT AGREEMENT
5
[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 ten million
(10,000,000) Shares of Common Stock (subject to adjustment) issued pursuant to
a Warrant Agreement, dated as of March 1, 1993 as the same may be amended from
time to time (the "Warrant Agreement"), duly executed and delivered by the
Company to The First National Bank of Boston, 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, 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.
19 WARRANT AGREEMENT
6
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.
20 WARRANT AGREEMENT
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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:
____________________________________
21 WARRANT AGREEMENT
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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:
____________________________________
22 WARRANT AGREEMENT
9
SECOND AMENDMENT TO WARRANT AGREEMENT
This Second Amendment to "Warrant Agreement between Intel Corporation and The
First National Bank of Boston, Warrant Agent - 1998 Step-Up Warrants to
Purchase Common Stock dated March 1, 1993," as amended by First Amendment dated
October 18, 1993 (the Warrant Agreement as amended by the First Amendment
collectively referred to as the "Agreement"), is dated as of January 17, 1994
(the "Effective Date"), among Intel Corporation, a Delaware corporation
("Intel"), The First National Bank of Boston, a national banking association
("Bank of Boston"), and Harris Trust and Savings Bank, an Illinois banking
corporation ("Harris").
Intel, Bank of Boston, and Harris agree as follows:
1. Bank of Boston shall have no further rights and obligations as Warrant
Agent under the Agreement as of the Effective Date, provided, however, that
Bank of Boston shall continue to have the obligations of a former Warrant Agent
set forth in Section 19 of the Agreement, including, without limitation, the
obligation to provide reasonable assistance for the orderly transfer of the
duties as Warrant Agent under the Agreement to Harris and diligently to tender
to Harris all documents, records, and information regarding the Warrants and
the Agreement.
2. Harris shall assume all of the rights and obligations as Warrant Agent
under the Agreement as of the Effective Date.
3. The first sentence of Section 6 is amended by adding after the word
"exchange" the following: "participating in the Medallion Signature Guaranty
Program."
4. The third sentence of Section 6 is amended by deleting "Boston,
Massachusetts" and inserting in its place "Chicago, Illinois."
5. Section 7 is amended by deleting the following sentence: "The holder of a
Warrant shall exercise such holder's right to purchase Shares by depositing
with the Warrant Agent at a Warrant Agent Office the Warrant Certificate
evidencing such Warrant, with the form of election to purchase on the reverse
thereof duly completed and signed by the registered holder or holders thereof
or by the duly appointed legal representative thereof or by a duly authorized
attorney, such signature to be guaranteed by a bank or trust company, by a
broker or dealer
LJ0138/10-22-93
10
which is a member of the NASD or by a member of a national securities exchange,
and upon payment of the Exercise Price for the number of Shares in respect of
which such Warrants are being exercised in lawful money of the United States of
America." and inserting in its place: "The holder of a Warrant shall exercise
such holder's right to purchase Shares by depositing with the Warrant Agent at
a Warrant Agent Office the Warrant Certificate evidencing such Warrant, with
the form of election to purchase on the reverse thereof duly completed and
signed by the registered holder or holders thereof or by the duly appointed
legal representative thereof or by a duly authorized attorney, such signature
to be guaranteed by a bank or trust company, by a broker or dealer which is a
member of the NASD or by a member of a national securities exchange
participating in the Medallion Signature Guaranty Program, and upon payment of
the Exercise Price for the number of Shares in respect of which such Warrants
are being exercised in lawful money of the United States of America."
6. Section 22 is amended by deleting:
"The First National Bank of Boston
P.O. Box 1865
Boston, MA 02105
Attention: Shareholder Services Division
"The Warrant Agent maintains a Warrant Agent Office at BancBoston Clearance
Corporation, 55 Broadway, Third Floor, New York, New York and at The First
National Bank of Boston, 100 Federal Street, Boston, Massachusetts."
and inserting in its place:
"Harris Trust and Savings Bank
P.O. Box 755
Chicago, Illinois 60690
Attention: Shareholder Services Division
"The Warrant Agent maintains a Warrant Agent Office at Harris Trust Company of
New York, 77 Water Street, 4th Floor, New York, New York and at Harris Trust
and Savings Bank, 311 West Monroe Street, Chicago, Illinois."
7. Exhibit A-1 is replaced with the attached Exhibit A-2.
LJ0138/10-22-93
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Except as otherwise expressly provided in this Amendment, all other terms of
the Agreement shall remain unchanged and shall continue in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the day and year first above written.
Attest: INTEL CORPORATION
/s/ Suzanne Taaffe By: /s/ Thomas R. Lavelle
Attest: THE FIRST NATIONAL BANK OF BOSTON
/s/ Colleen Duran By: /s/ Kenyon Bissell
Attest: HARRIS TRUST AND SAVINGS BANK
/s/ Kathleen J. Zednick By: /s/ Richard C. Carlson
LJ0138/10-22-93
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EXHIBIT A-2 (REV'D 1/94)
[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 initial exercise price (the
"Exercise Price"), payable in lawful money of the United States of America,
determined in accordance with the following table:
EXERCISE DATE
- ------------------------------------
ON OR BEFORE THE
AFTER THE CLOSE CLOSE OF EXERCISE PRICE PER
OF BUSINESS BUSINESS SHARE
- ---------------- ---------------- ---------------------
May 13, 1993 March 14, 1994 $71.50
March 14, 1994 March 14, 1995 $74.50
March 14, 1995 March 14, 1996 $77.50
March 14, 1996 March 14, 1997 $80.50
March 14, 1997 March 14, 1998 $83.50
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 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.
13
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:
HARRIS TRUST AND SAVINGS
BANK,
as Warrant Agent
By
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[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 ten million
(10,000,000) Shares of Common Stock (subject to adjustment) issued pursuant to a
Warrant Agreement, dated as of March 1, 1993 as the same may be amended from
time to time (the "Warrant Agreement"), duly executed and delivered by the
Company to Harris 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, 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.
15
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.
16
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:
- -------------------------------------
17
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:
- -----------------------------------