Intel 2005 Annual Report Download - page 99

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
9
th
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.