Intel 2005 Annual Report Download - page 117

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.
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