AMD 2014 Annual Report Download - page 28

• create or permit certain liens;
• create or permit restrictions on the ability of certain restricted subsidiaries to pay dividends or make
other distributions to us;
• use the proceeds from sales of assets;
• enter into certain types of transactions with affiliates; and
• consolidate or merge or sell our assets as an entirety or substantially as an entirety.
Our Secured Revolving Line of Credit also contains various covenants which limit our ability to, among
other things, make certain investments, merge or consolidate with other entities and permit certain subsidiaries
from incurring indebtedness. In addition, during a domestic cash trigger period (a Domestic Cash Trigger
Period), which occurs (i) upon an event of default or (ii) when the amount of domestic cash or cash equivalents
held in certain accounts is at any time less than $250 million, and ends when both (a) no event of default has
existed for 45 days and (b) the amount of domestic cash or cash equivalents held in such accounts has been equal
to or greater than $250 million for 45 days, we will become subject to various additional covenants which limit
our ability to, among other things:
• allow certain subsidiaries that manufacture or process inventory for us or AMD International Sales &
Service, Ltd. (together, the Borrowers) to borrow secured debt or unsecured debt beyond a certain
amount;
• create any liens upon any of the Borrowers’ property (other than customary permitted liens and liens on
up to $1.5 billion of secured credit facilities debt (which amount includes our Secured Revolving Line
of Credit));
• declare or make any distributions;
• create any encumbrance on the ability of a subsidiary to make any upstream payments;
• make asset dispositions other than certain ordinary course dispositions;
• make certain loans, make payments with respect to subordinated debt or certain borrowed money prior
to its due date;
• become a party to certain agreements restricting the Borrowers’ ability to incur or repay debt, grant
liens, make distributions; and
• modify loan agreements or enter into any non-arm’s-length transaction with an affiliate.
During a Domestic Cash Trigger Period, we also would be required to maintain a fixed charge coverage
ratio each four-fiscal quarter period ending on and after March 29, 2014.
The agreements governing our notes and our Secured Revolving Line of Credit contain cross-default
provisions whereby a default under one agreement would likely result in cross defaults under agreements
covering other borrowings. For example, the occurrence of a default with respect to any indebtedness or any
failure to repay debt when due in an amount in excess of $50 million would cause a cross default under the
indentures governing our 7.75% Notes, 7.50% Notes, 7.00% Notes, 6.75% Notes and 6.00% Convertible Senior
Notes due 2015 (6.00% Notes), as well as under our Secured Revolving Line of Credit. The occurrence of a
default under any of these borrowing arrangements would permit the applicable note holders or the lenders under
our Secured Revolving Line of Credit to declare all amounts outstanding under those borrowing arrangements to
be immediately due and payable. If the note holders or the trustee under the indentures governing our 7.75%
Notes, 7.50% Notes, 7.00% Notes, 6.75% Notes or 6.00% Notes or the lenders under our Secured Revolving
Line of Credit accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets
to repay those borrowings.
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