AMD 1999 Annual Report Download - page 64
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SECOND SUPPLEMENTAL INDENTURE
-----------------------------
This SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental
Indenture"), dated as of April 8, 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
--------
A. Pursuant to that certain Indenture (the "Original 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. Pursuant to the provisions of the Indenture and with the consent of
the holders of at least a majority in principal amount of the outstanding Notes,
the Company and the Trustee have amended, modified and supplemented the Original
Indenture by that certain First Supplemental Indenture dated as of January 13,
1999 (the Original Indenture, as amended by the First Supplemental Indenture,
being the "Indenture"). Capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Indenture.
C. Under the Indenture, unless certain financial tests can be met, the
Company is only permitted to make Restricted Investments up to specified amounts
and/or for certain purposes, and may not reallocate or adjusts the amounts of
such permitted exceptions. One such permitted exception (which has not been
utilized to date) permits the Company to make Investments of up to $50 million,
but restricts those Investments to the FASL Unrestricted Subsidiary.
D. The Company expects it may need to make certain Restricted
Investments outside of the existing permitted exceptions and, in particular, to
use the $50 million currently allocated to the FASL Unrestricted Subsidiary for
other Restricted Investments (including, without limitation, Investments in the
Dresden, Germany Unrestricted Subsidiary).
E. The Company and the Trustee now desire to amend, modify and
supplement the Indenture, in the respects hereinafter set forth, to specifically
permit, absent an Event of Default, additional Investments of up to $70 million,
without additional restrictions and to reallocate $50 million (which is
currently restricted to investment in the FASL Unrestricted Subsidiary) to
general investment purposes, making a total of $120 million available for such
general investments.
F. The Indenture further provides that the Company may, at its option,
apply the Net Proceeds from any Asset Sale to certain uses, including, without
limitation, the permanent reduction of amounts outstanding under the New Credit
Agreement (and to correspondingly reduce commitments with respect thereto).
1
Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000