AMD 1998 Annual Report Download - page 40

Subsidiaries, be repurchased, redeemed, acquired or retired for value by the
Company or such Subsidiaries at any time and in any manner (including by
means of an exchange for Equity Interests of the Company), or (z) the
issuance and exchange of Equity Interests (other than Disqualified Stock) of
the Company's PLD Subsidiary (as defined herein) in connection with the
merger, sale, transfer, lease or other disposition of the PLD Subsidiary to,
with or into any Person, provided the Company and the PLD Subsidiary or the
Person surviving such a merger, sale, transfer, lease or other disposition
shall enter into a new agreement substantially in the form of, or a written
agreement affirming, the Wafer Fabrication Agreement by and between the
Company and the PLD Subsidiary in effect during the full fiscal-quarter
immediately preceding the announcement of such merger, sale, transfer, lease
or other disposition of the PLD Subsidiary. Notwithstanding any other
provision of this Indenture, Equity Interests (i) retained by the Company or
any of its Subsidiaries in any former Subsidiary after any issuance, sale,
exchange or other disposition permitted by this Section 4.11 or (ii)
received by the Company or any of its Subsidiaries in connection with a
merger, sale, transfer, lease or other disposition permitted by this Section
4.11, shall not be considered Investments under this Indenture.
Section 4. Counterparts. This First Supplemental Indenture may be
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executed on several counterparts, each of which shall be deemed an original
but shall constitute one and the same instrument.
Section 5. Effectiveness. This First Supplemental Indenture shall
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become effective as of the date first written above.
Section 6. Headings. The Section references herein are for
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convenience of reference only and shall not affect the construction hereof.
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999