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3. Exhibits
The exhibits listed in the accompanying Index to Exhibits are filed as part
of, or incorporated by reference into, this Annual Report on Form 10-K. The
following is a list of such Exhibits:
Exhibit
Number Description of Exhibits
------- -----------------------
2.1 Agreement and Plan of Merger dated October 20, 1995, between AMD
and NexGen, Inc., filed as Exhibit 2 to AMD's Quarterly Report for
the period ended October 1, 1995, and as amended as Exhibit 2.1 to
AMD's Current Report on Form 8-K dated January 17, 1996, is hereby
incorporated by reference.
2.2 Amendment No. 2 to the Agreement and Plan of Merger, dated January
11, 1996, between AMD and NexGen, Inc., filed as Exhibit 2.2 to
AMD's Current Report on Form 8-K dated January 17, 1996, is hereby
incorporated by reference.
2.3 Stock Purchase Agreement dated as of April 21, 1999, by and
between Lattice Semiconductor and AMD, filed as Exhibit 2.3 to
AMD's Current Report on Form 8-K dated April 26, 1999, is hereby
incorporated by reference.
2.3(a) First Amendment to Stock Purchase Agreement, dated as of June 7,
1999, between AMD and Lattice Semiconductor Corporation, filed as
Exhibit 2.3 (a) to AMD's Quarterly Report on Form 10-Q for the
period ended June 27, 1999, is hereby incorporated by reference.
2.3(b) Second Amendment to Stock Purchase Agreement, dated as of June 15,
1999, between AMD and Lattice Semiconductor Corporation, filed as
Exhibit 2.3 (b) to AMD's Quarterly Report on From 10-Q for the
period ended June 27, 1999, is hereby incorporated by reference.
3.1 Certificate of Incorporation, as amended, filed as Exhibit 3.1 to
AMD's Quarterly Report on Form 10-Q for the period ended July 2,
1995, is hereby incorporated by reference.
3.2 By-Laws, as amended.
4.1 Form of AMD 11% Senior Secured Notes due August 1, 2003, filed as
Exhibit 4.1 to AMD's Current Report on Form 8-K dated August 13,
1996, is hereby incorporated by reference.
4.2(a) Indenture, dated as of August 1, 1996, between AMD and United
States Trust Company of New York, as trustee, filed as Exhibit 4.2
to AMD's Current Report on Form 8-K dated August 13, 1996, is
hereby incorporated by reference.
4.2(b) First Supplemental Indenture, dated as of January 13, 1999,
between AMD and United States Trust Company of New York, as
trustee, filed as Exhibit 4.2(b) to AMD's Annual Report on
Form 10-K for the fiscal year ended December 27, 1998, is hereby
incorporated by reference.
4.2(c) Second Supplemental Indenture, dated as of April 8, 1999, between
AMD and United States Trust Company of New York, as trustee.
4.3 Intercreditor and Collateral Agent Agreement, dated as of August
1, 1996, among United States Trust Company of New York, as
trustee, Bank of America NT&SA, as agent for the banks under the
Credit Agreement of July 19, 1996, and IBJ Schroder Bank & Trust
Company, filed as Exhibit 4.3 to AMD's Current Report on Form 8-K
dated August 13, 1996, is hereby incorporated by reference.
4.4 Payment, Reimbursement and Indemnity Agreement, dated as of August
1, 1996, between AMD and IBJ Schroder Bank & Trust Company, filed
as Exhibit 4.4 to AMD's Current Report on Form 8-K dated August
13, 1996, is hereby incorporated by reference.
18
Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000