Intel 2005 Annual Report Download - page 178

ARTICLE 5
S
UBORDINATION
Section 5.01 . Agreement of Subordination. The Company covenants and agrees, and each Holder of Securities issued hereunder by its acceptance
thereof likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article 5; and each Person holding any
Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions.
The payment of the principal of and Interest on all Securities (including, but not limited to, the Redemption Price and the Fundamental Change
Repurchase Price with respect to the Securities subject to redemption or repurchase in accordance with Articles 7 and 8, respectively, and the payment
of any cash upon conversion in accordance with Article 9) issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated
and subject in right of payment to the prior payment in full in cash or other payment satisfactory to the holders of Senior Debt of all Senior Debt,
whether outstanding at the date of this Indenture or thereafter incurred.
No provision of this Article 5 shall prevent the occurrence of any Default or Event of Default hereunder.
Section 5.02 . Payments to Holders. No payment shall be made with respect to the principal of or Interest on the Securities (including, but not
limited to, the Redemption Price and the Fundamental Change Repurchase Price with respect to the Securities subject to redemption or purchase in
accordance with Articles 7 and 8, respectively, and any payment of cash upon conversion in accordance with Article 9), except payments and
distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, if:
(a) a default in the payment of principal, premium, interest or other amounts due on any Senior Debt, or in respect of any redemption or
repurchase obligation under any Senior Debt, occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the
event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “
Payment Default ”); or
(b) a default, other than a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such
Designated Senior Debt (or any Representative) to accelerate its maturity (a “ Non-Payment Default ”) and a Responsible Officer of the Trustee
receives at the Corporate Trust Office a written notice of the default (a
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