CUSIP 918270-10-9 13D Page 6 of 19 pages EXHIBIT 3.2.1 SCHEDULE TO THE MASTER AGREEMENT (THE "AGREEMENT") DATED AS OF 15 APRIL, 1993 BETWEEN UNION BANK OF SWITZERLAND ("PARTY A") AND INTEL CORPORATION ("PARTY B") PART 1 TERMINATION PROVISIONS (a) "SPECIFIED ENTITY" means: (i) in relation to Party A for the purposes of Section 5(a)(v) of this Agreement, any Affiliate of Party A; and (ii) in relation to Party B for the purpose of Section 5(a)(v) of this Agreement, any Affiliate of Party B. (b) "SPECIFIED TRANSACTION" will have the meaning specified in Section 14 of this Agreement. (c) The "CROSS DEFAULT" provisions of Section 5(a)(vi) of this Agreement, as modified by Part 5(a)(iii) of this Schedule, will apply to Party A and to Party B. "SPECIFIED INDEBTEDNESS" means with respect to Party A and Party B, any obligation (whether present or future, contingent or otherwise as principal or surety or otherwise) for the payment or repayment of any money. "THRESHOLD AMOUNT" means USD25,000,000 (or the equivalent in any other currency or currencies). (d) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) of this Agreement, as modified by Part 5(a)(v) of this Schedule, will apply to both Party A and Party B. (e) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) of this Agreement will apply to Party A and to Party B. CUSIP No. 918270-10-9 13D Page 7 of 19 Pages (f) "PAYMENTS ON EARLY TERMINATION" for the purpose of Section 6(e) of this Agreement; (i) Loss will apply. (ii) The Second Method will apply. (g) "TERMINATION CURRENCY" means one of the currencies in which payments are required to be made pursuant to a Confirmation in respect of a Terminated Transaction selected by the non-Defaulting Party or the non-Affected Party, as the case may be, or, in the circumstances where there are two Affected Parties, as agreed between the parties, or, failing such agreement as aforesaid, or if the currency so selected is not freely available, the Termination Currency shall be U.S. Dollars. (h) "ADDITIONAL TERMINATION EVENT" will not apply. PART 2 TAX REPRESENTATIONS (a) PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e) of this Agreement, Party A and Party B each make the following representation: It is not required by any applicable law, as modified bny the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other Party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other Party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the Agreement of the other Party contained in Section 4(d) of this Agreement, PROVIDED that it shall not be a breach of this representation where reliance is placed on sub-clause (ii) above and the other Party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position. (b) PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f) of this Agreement, neither Party makes any representation. CUSIP No. 918270-10-9 13D Page 8 of 19 Pages PART 3 AGREEMENT TO DELIVER DOCUMENTS For the purposes of Sections 3(d), 4(a)(i) and (ii) of this Agreement, each Party agrees to supply the following documents upon delivery of this Agreement: PARTY A: None; PARTY B: (i) Certified copy of Party B's Bye-Laws and Articles of Incorporation; (ii) Certified copy of the resolution of Party B's Board of Directors authorising the execution and delivery of this Agreement and each Confirmation and performance of its obligations hereunder; (iii) Opinion of Party B's legal counsel in a form satisfactory to Party A; (iv) Letter from Process Agent of Party B confirming acceptance of its appointment. PARTY A AND PARTY B: Upon delivery of this Agreement and each Confirmation forming a part of this Agreement, each Party shall provide to the other Party evidence of the authority and true signatures of each official or representative signing this Agreement or, as the case may be, a Confirmation on its behalf. CUSIP No. 918270-10-9 13D Page 9 of 19 Pages PART 4 MISCELLANEOUS (a) ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this Agreement: ADDRESS FOR NOTICES OR COMMUNICATIONS TO PARTY A: To the office(s) specified in the relevant Confirmation with a copy of any notice or other communication under Section 5 or 6 to both the London and Zurich Branches of Party A as set out below: ZURICH BRANCH Union Bank of Switzerland Bannhofstrasse 45 8021 Zurich Attn: HASO - Swap Operations Telex: 814449 UB CH LONDON BRANCH Union Bank of Switzerland 100 Liverpool Street London EC2M 2RH Attn: Debt and Treasury Transaction Services - DTTS Telex: 923333 UBSPDW G ADDRESS FOR NOTICES OR COMMUNICATIONS TO PARTY B: Intel Corporation 2200 Mission College Blvd. Santa Clara California 95052 USA Attn: Mr. Christian Janin Fax No: 408 765 1611 (b) PROCESS AGENT. For the purpose of Section 13(c) of this Agreement Party A appoints as its Process Agent: Union Bank of Switzerland, New York 299 Park Avenue New York, NY 10171 USA CUSIP No. 918270-10-9 13D Page 10 of 19 Pages (c) OFFICES. The provisions of Section 10(a) to this Agreement shall not be applicable. (d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement: Party A is a Multibranch Party and may act through any office specified in a Confirmation. Party B is not a Multibranch Party. (e) CALCULATION AGENT. The Calculation Agent is Party A, unless otherwise specified in a Confirmation in relation to the relevant Transaction. (f) CREDIT SUPPORT DOCUMENT. Not applicable. (g) CREDIT SUPPORT PROVIDER. Not applicable. (h) GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York (without reference to choice of law doctrine). (i) NETTING OF PAYMENTS. The first paragraph of Section 2(c) will apply as set out in this Agreement. However, Party A may notify Party B of a date(s) when it proposes to extend settlement netting to any of the three groups of transactions specified below whereupon the relevant portion of the following paragraph will apply: "Subparagraph (ii) of Section 2(c) will not apply to the following group(s) of Transactions identified as such in the relevant Confirmation: (i) interest rate and currency swaps, forward rate agreements and interest rate cap, collars and floors; and (ii) equity swaps, options and forward transactions; and (iii) commodity swaps, options and forward transactions." (j) "AFFILIATE" will have the meaning set out in Section 14 of this Agreement. CUSIP No. 918270-10-9 13D Page 11 of 19 Pages PART 5 OTHER PROVISIONS (a) MODIFICATIONS TO THE AGREEMENT. (i) SECTION 3(a) of this Agreement shall be amended to include the following additional representations after paragraph 3(a)(v): "(vi) that it is acting as principal and not as agent when entering into each Transaction; (vii) that it has sufficient knowledge and expertise to enter into each Transaction and is relying on its own judgment and not on advice of the other Party;" (ii) SECTION 4 of this Agreement shall be amended by the addition, after paragraph 4(e), of the following new paragraph: "(f) PHYSICAL DELIVERY. In respect of any physically settled Transactions, it will, at the time of delivery, be the legal and beneficial owner, free of liens and other encumbrances, of any securities or commodities it delivers to the other Party." Further, in regard to Section 5(a)(ii) of this Agreement as it applies to the added Section 4(f), the following words shall be deleted from lines 5/6: "if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party". (iii) The following proviso will be inserted at the end of SECTION 5(a)(vi) of this Agreement: "provided, however, that notwithstanding the foregoing, an Event of Default shall not occur under either (1) or (2) above if (a) the event or condition referred to in (1) or the failure to pay referred to in (2) is a failure to pay caused by an error or omission of an administrative or operational nature; and (b) funds were available to such party to enable it to make the relevant payment when due; and (c) such relevant payment is made within three Business Days following receipt of written notice from an interested party of such failure to pay." (iv) The following words shall be deleted from line 4 of Section 5(b)(ii) of this Agreement: CUSIP No. 918270-10-9 13D Page 12 of 19 Pages "or there is a substantial likelihood that it will," (v) SECTION 5(b)(IV) of this Agreement shall be amended to read as follows: "(iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, (aa) such party ("X"), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity, or (bb) any person or entity acquires directly or indirectly the beneficial ownership of equity securities having the power to elect a majority of the board of directors of X or otherwise acquires directly or indirectly the power to control the policy making decisions of X, or (cc) X enters into any agreement providing for (aa) or (bb) above, and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than of X, such Credit Support Provider or such specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or" (vi) SECTION 6(e)(iii) of this Agreement shall be amended to include the following sentences after the existing sentence: "In addition, to, and notwithstanding anything to the contrary in the preceding sentence of this Section 6(e)(iii), if an Early Termination Date is deemed to have occurred under Section 6(a) as a result of Automatic Early Termination, the Defaulting Party hereby agrees to indemnify the Non-defaulting Party on demand against all loss or damage that the Non-defaulting Party may sustain or incur in respect of each Transaction as a result of movement in interest rates, currency exchange rates or market quotations between the Early Termination Date and the date (the "Determination Date") upon which the Non-defaulting Party first becomes aware that the Early Termination Date has been deemed to have occurred under Section 6(a). If the Non-defaulting Party shall determine that it would gain or benefit from the movement in interest rates, currency exchange rates or market quotations between the Early Termination Date and the Determination Date, the amount of such gain or benefit shall be deducted from the amount payable by the Defaulting Party pursuant to Section 6(e)(i)4). CUSIP No. 918270-10-9 13D Page 13 of 19 Pages The Determination Date shall be a date not later than the date upon which creditors generally of the Defaulting Party are notified of the occurrence of the Event of Default leading to the deemed Early Termination Date." (b) SET-OFF. (i) In addition to any rights of set-off a Party may have as a matter of law or otherwise, upon the occurrence of an Event of Default with respect to Party ("X") hereof (or a provision analogous thereto) or a Tax Event, a Tax Event Upon Merger, an Illegality or a Credit Event Upon Merger where X is the sole Affected Party, the other Party ("Y") shall have the right (but shall not be obliged) without prior notice to X or any other person to set off any obligation of X owing to Y or any Affiliate of Y (whether or not arising under this Agreement, whether or not matured, whether or not contingent and regardless of the currency, place of payment or booking office of the obligation) against any obligations of Y or any Affiliate of Y owing to X (whether or not arising under this Agreement, whether or not matured, whether or not contingent and regardless of the currency, place of payment or booking office of the obligation). (ii) For the purpose of cross-currency set off, Y may convert any obligation to another currency at a market rate determined by Y. (iii) If an obligation is unascertained, Y may in good faith estimate that obligation and set off in respect of the estimate, subject to the relevant Party accounting to the other when the obligation is ascertained. (iv) Nothing in this paragraph will have the effect of creating a charge or other security interest. This paragraph shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise). (c) CONSENTS TO RECORDING. Each Party (i) consents to the recording of the telephone conversations of trading and marketing personnel of the Parties and their Affiliates in connection with this Agreement or any potential Transaction and (ii) agrees to obtain any necessary consent of, and give notice of such recording to, such personnel of its and its Affiliates. CUSIP No. 918270-10-9 13D Page 14 of 19 Pages IN WITNESS WHEREOF the parties have executed this Schedule on the respective dates specified below with effect from the date specified on the first page of this document. UNION BANK OF SWITZERLAND INTEL CORPORATION By: /s/ V. SAREEN By: /s/ CHRISTIAN JANIN ----------------------------------- ---------------------------------- Name: V. Sareen Name: Christian Janin Title: First Vice President Title: Assistant Treasurer Date: 8 June, 1993 Date: July 27, 1993 By: /s/ H. SANTS By: ----------------------------------- ---------------------------------- Name: H. Sants Name: Title: Senior Vice President Title: Date: 8 June, 1993 Date: