CUSIP No. 918270-10-9 13D Page 27 of 31
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EXHIBIT 3.4.2
FORM OF CONFIRMATION
Intel Corporation
2200 Mission College Blvd.
Mail Stop RN6-26
Santa Clara, CA 95052-8119
Attn: Eddie Lee
Telecopier No.: 408-765-1611
Telephone No.: 408-765-1235
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Master No.: INTL0126
LBF Reference No.: [omitted]
Gentlemen:
The purpose of this letter agreement (this "Confirmation") is to
confirm the terms and conditions of the Transaction entered into between us on
the Trade Date specified below (the "Option Transaction"). This letter agreement
constitutes a "Confirmation" as referred to in the ISDA Master Agreement
specified below.
The definitions and provisions contained in the 1991 ISDA
Definitions as published by the International Swaps and Derivatives Association,
Inc. (formerly known as the International Swap Dealers Association, Inc.)
("ISDA"), are incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern.
1. This Confirmation supplements, forms part of, and is subject to, the
ISDA Master Agreement dated as of March 1, 1995 (the "Agreement"), between
Lehman Brothers Finance S.A. ("LBF") and Intel Corporation ("Counterparty"). All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below. In addition, this Confirmation shall itself evidence a
complete and binding agreement between you and us as to the terms and conditions
of the Option Transaction to which this Confirmation relates.
2. The terms of the Option Transaction to which this Confirmation
relates are as follows:
GENERAL TERMS:
Agent: Lehman Brothers Inc. is confirming as agent for
both Buyer and Seller
Trade Date: __________
Option Style: European Option
Option Type: [Put/Call] Option
Seller: LBF
Buyer: Counterparty
Underlying Shares: VLSI Technology, Inc.
Underlying Currency: USD
Quotation Exchange: The Nadaq NMS
Number of Options: __________
Share Entitlement per Option: 1 Underlying Share
CUSIP No. 918270-10-9 13D Page 28 of 31
Strike Price: USD _____
Premium: USD _____
Premium Payment Date: __________
Exchange Business Day: A day that is (or, but for the occurrence of a Market
Disruption Event, would have been) a trading day on the
relevant Market Disruption Exchange(s) other than a day on
which trading on any Market Disruption Exchange(s) is
scheduled to close prior to its regular weekday closing
time.
Seller Business Day: Any day on which commercial banks are open for business
(including dealings in foreign exchange and foreign
currency deposits) in New York and Geneva.
Currency Business Day: Any day on which commercial banks are open for
business (including dealings in foreign exchange and foreign
currency deposits) in the principal financial center(s) for the
Settlement Currency.
Calculation Agent: Lehman Brothers Inc., whose determinations and
calculations shall be binding in the absence of manifest
error.
EXERCISE:
Exercise Period: The Expiration Date
Expiration Date: __________
Exercise Date: The Seller Business Day during the Exercise Period on
which that Option is or is deemed to be exercised.
Automatic Exercise: If, at the Valuation Time on the Expiration Date, the
Option is in-the-money, then the Option shall be deemed
automatically exercised unless the Buyer notifies the
Seller to the contrary.
Multiple Exercise: Inapplicable
Seller's telephone or [omitted]
facsimile number and
contact details for
purposes of giving notice:
VALUATION:
Valuation Time: At 4:00 p.m. (local time in New York)
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Valuation Date: The Exercise Date, provided that such day is also an
Exchange Business Day; otherwise, the Valuation Date shall
be the first following day that is an Exchange Business
Day. If there is a Market Disruption Event on that day,
then the Valuation Date will be postponed to the first
succeeding Exchange Business Day on which there is no
Market Disruption Event. If there is a Market Disruption
Event on each of the five Exchange Business Days
immediately following the original Valuation Date, then
the fifth Exchange Business Day will be the Valuation
Date, notwithstanding the Market Disruption Event. In
that case the Calculation Agent will use its estimate in
good faith of the market value on that day of the
Underlying Shares.
Market Disruption Event: The occurrence or existence during the
Market Disruption Period that ends at the close of the Market
Disruption Exchange(s) on the Valuation Date of any of the
following events, in the determination of the Calculation
Agent:
The suspension of or material limitation imposed on trading in
(1) the Underlying Shares or (2) any options contracts on the
Underlying Shares.
Market Disruption Period: One-half hour
Market Disruption Exchange(s): The Quotation Exchange
SETTLEMENT:
Method of Settlement: Cash Settlement
Settlement Currency: The Underlying Currency
Cash Settlement: Seller shall pay to Buyer the Cash Settlement Amount, if
any, on the Cash Settlement Payment Date for all Options
exercised or deemed exercised.
Cash Settlement Amount: An amount, as calculated by the Calculation Agent, equal to
the Number of Options multiplied by the Strike Price
Differential multiplied by the Share Entitlement per Option.
Strike Price Differential: An amount equal to the greater of (i) the excess of the
Strike Price over the price of the Underlying Shares, as
quoted by the Quotation Exchange, at the Valuation Time on
the Valuation Date, and (ii) zero.
The price of an Underlying Share shall be the average of the
best bid and ask prices for an Underlying Share on the
Quotation Exchange, as published by Reuters (or another
similar service mutually agreed upon by the parties, if
Reuters is then unavailable) at the Valuation Time.
Cash Settlement Payment Date: Five (5) Exchange Business Days (the last one of which must
be a Currency Business Day, or if not, the next Currency
Business Day) after the Valuation Date.
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OTHER PROVISIONS:
Counterparty Representation: Counterparty represents that (i) it is not entering into
the Option Transaction on behalf of or for the accounts of
any other person or entity, and will not transfer or assign
its obligations under the Option Transaction or any portion
of such obligations to any other person or entity except in
compliance with applicable laws and the terms of the Option
Transaction; (ii) it is authorized to enter into the Option
Transaction and such action does not violate any laws of
its jurisdiction of organization or residence or the terms
of any agreement to which it is a party; and (iii) it has
reached its own conclusions about the Option Transaction,
and any legal, regulatory, tax, accounting or economic
consequences arising from the Option Transaction, and has
concluded that the Option Transaction is suitable in light
of its own investment objectives, financial capabilities
and expertise.
Settlement Provision: a) Seller's obligations to Buyer under this Option
Transaction, if any, shall not accrue until Buyer has paid
the Premium in full.
b) All payments under this Option Transaction will be made
without any deduction or withholding for or on account of any
withholding tax, stamp tax, or any other tax, duties, fees or
commissions required by any applicable law.
Offices: Inapplicable.
Governing Law: New York.
Transfer: Neither party may transfer any Option, in whole or in part,
without the prior written consent of the non-transferring
party, which consent shall not be unreasonably withheld.
Guarantee: Lehman Brothers Holdings Inc. shall unconditionally
guarantee to Counterparty the due and punctual payment of
all amounts payable by LBF under this Option Transaction as
such payments become due and payable.
Collateralized Transaction: This Option Transaction shall be a "Collateralized
Transaction" for purposes of the Pledge Agreement dated as
of April 11, 1994, between LBF and Counterparty.
Takeover Offer: For purposes of this Option Transaction, the term
"Takeover Offer" shall have the meaning given thereto in
Annex I to the Schedule to the Master Agreement, except that
the words "50 percent or more" in the second to last line of
such definition shall be replaced with "100 percent or more".
ACCOUNT DETAILS:
[omitted]
LBF's payment instructions:
Counterparty's payment instructions: [omitted]
CUSIP No. 918270-10-9 13D Page 31 of 31
Please confirm that the foregoing correctly sets forth the terms of
our agreement by executing the copy of this Confirmation enclosed for that
purpose and returning it to us or by sending to us a letter substantially
similar to this letter, which letter sets forth the material terms of the Option
Transaction to which this Confirmation relates and indicates your agreement to
those terms.
Yours sincerely,
LEHMAN BROTHERS FINANCE S.A.
By:____________________
Name:
Title:
By:____________________
Name:
Title:
Confirmed as of the date
first above written:
INTEL CORPORATION
By:_______________________
Name:
Title:
Execution time will be furnished upon Counterparty's written request.