AMD 1998 Annual Report Download - page 38

FIRST SUPPLEMENTAL INDENTURE
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FIRST SUPPLEMENTAL INDENTURE, dated as of January 13, 1999, by and
between Advanced Micro Devices, Inc., a Delaware corporation (the "Company"),
and United States Trust Company of New York, as trustee (the "Trustee").
RECITALS
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A. Pursuant to that certain Indenture (the "Indenture"), dated as
of August 1, 1996 by and between the Company and the Trustee, the Company
issued and sold $400,000,000 in aggregate principal amount of its 11% Senior
Secured Notes due 2003 (the "Notes").
B. The Company is considering divesting all or a portion of its
interest in the programmable logic device ("PLD") business currently operated
by Vantis Corporation, a Delaware corporation and wholly owned subsidiary of
the Company ("Vantis"), through (i) the issuance of equity interests or other
rights representing no more than 15% of the outstanding equity interests of
Vantis to certain directors, officers, employees and other individuals
providing services to Vantis (the "Potential Employee Issuance") and/or (ii)
an initial public offering of Vantis common stock or the issuance or exchange
of Vantis common stock in connection with a merger, sale or other disposition
of Vantis (collectively with the Potential Employee Issuance, the "Potential
PLD Divestment").
C. The Indenture currently prohibits (i) the sale of 35% or less
of the Company's equity interests in Vantis in connection with an initial
public offering of Vantis, (ii) the Potential Employee Issuance, including the
repurchase by the Company or Vantis of equity interests of Vantis issued
pursuant thereto, (iii) the issuance or exchange of Vantis common stock in
connection with a merger of Vantis without compliance with certain financial
covenants set forth in the Indenture, and (iv) in most circumstances, the
retention by the Company of equity interests in any former subsidiary without
compliance with certain financial limitations set forth in the Indenture. The
foregoing prohibitions (collectively, the "Original Divestment Covenants")
would, in certain circumstances, prohibit or restrict the Potential PLD
Divestment.
D. The Company and the Trustee now desire to amend, modify and
supplement the Indenture, in the respects hereinafter set forth, to
specifically permit the Potential PLD Divestment without regard to the
Original Divestment Covenants.
E. In accordance with Section 9.02 of the Indenture, the holders
of at least a majority in principal amount of the outstanding Notes have
consented to the amendments to the Indenture set forth in this First
Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and in consideration
of the mutual covenants herein contained, the parties hereto make this First
Supplemental Indenture intending to be legally bound hereby.
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999