AMD 1998 Annual Report Download - page 39

Section 1. Incorporation of the Indenture. Except as specifically
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amended hereby, the terms and conditions of the Indenture remain in full force
and effect as if fully rewritten herein.
Section 2. Amendment to Section 1.01 of the Indenture. Section
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1.01 of the Indenture is hereby amended by deleting the defined term "PLD
Subsidiary" and inserting in lieu thereof the definition provided below:
"PLD Subsidiary" means Vantis Corporation, a Delaware corporation
("Vantis"), any Subsidiary of the Company which holds all of the Equity
Interests of Vantis, and any Subsidiary of either of the foregoing which
operates the business (other than the bipolar programmable logic device
business) operated by the Company's Programmable Logic Division as of the
Issue Date.
Section 3. Amendment to Section 4.11 of the Indenture. Section
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4.11 of the Indenture is hereby amended by deleting the text of said section
in its entirety and inserting in lieu thereof the following text:
The Company (i) will not, and will not permit any Wholly Owned
Restricted Subsidiary of the Company to, transfer, convey, sell, lease or
otherwise dispose of any Capital Stock of any Wholly Owned Restricted
Subsidiary of the Company to any Person (other than the Company or a Wholly
Owned Restricted Subsidiary of the Company), unless (a) such transfer,
conveyance, sale, lease or other disposition is of all the Capital Stock of
such Wholly Owned Restricted Subsidiary and (b) the cash Net Proceeds from
such transfer, conveyance, sale, lease or other disposition are applied in
accordance with Section 4.10(a) hereof and (ii) will not permit any Wholly
Owned Restricted Subsidiary of the Company to issue any of its Equity
Interests (other than, if necessary, shares of its Capital Stock constituting
directors' qualifying shares) to any Person other than to the Company or a
Wholly Owned Restricted Subsidiary of the Company. Notwithstanding the
foregoing, nothing in this Section 4.11 or any other provision of this
Indenture shall in any way prohibit or restrict (x) the Company from selling
more than 35% of its Equity Interest in any Wholly Owned Restricted Subsidiary
other than the PLD Subsidiary in connection with the Initial Public Offering
of such Wholly Owned Restricted Subsidiary, provided 100% of the net proceeds
from such Initial Public Offering received by the Company are in the form of
cash and all such proceeds are applied in accordance with Section 4.10(a)
hereof, (y) the Company or any of its Wholly Owned Restricted Subsidiaries
from selling or issuing Equity Interests or other rights in the PLD Subsidiary
(I) in connection with the Initial Public Offering of the PLD Subsidiary,
provided that 100% of the net proceeds from such Initial Public Offering
received by the Company or any of its Subsidiaries are in the form of cash and
all such proceeds are applied in accordance with Section 4.10(a) hereof, or
(II) to directors, officers, employees, consultants and advisors of the PLD
Subsidiary; provided that, in the case of this clause (y)(II), such Equity
Interests or other rights shall represent no more than 15% of the outstanding
Equity Interests of the PLD Subsidiary; Equity Interests or other rights
issued or sold pursuant to this clause (y)(II) may, at the option of the
Company or any of its
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999