AMD 1999 Annual Report Download - page 73

3. Waivers. The Majority Banks hereby irrevocably waive the
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restrictions (i) set forth in subsection 7.02(e)(iii) which would otherwise
prohibit a sale by the Company of the Vantis Subsidiary (or the assets thereof)
insofar as the sale of the Vantis Subsidiary, together with the aggregate value
of all other assets sold by the Company and its Restricted Subsidiaries after
the Effective Date, would exceed 20% of the Company's Consolidated Tangible Net
Worth measured as of the Effective Date, (ii) set forth in Section 7.02(e)(ii)
which would otherwise prohibit a percentage of the sales price to be paid in
capital stock of the Vantis Subsidiary, any entity into which the Vantis
Subsidiary is merged or the entity who acquires the Vantis Subsidiary; provided
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that the percentage of the sales price so paid in capital stock may not exceed
25% of the total sales price, and (iii) set forth in the last paragraph of
Section 7.02 insofar as the sale of the Vantis Subsidiary (or the assets
thereof) may include the disposition of Receivables of the Vantis Subsidiary.
The Majority Banks further hereby waive the restrictions set forth in Section
7.03 which would otherwise prohibit the merger, consolidation, or conveyance,
transfer or other disposal of all or substantially all of the assets of the
Vantis Subsidiary to the extent such merger, consolidation, conveyance, transfer
or other disposal would be permitted under the waiver of Section 7.02 set forth
in the immediately preceding sentence. The Majority Banks further hereby waive
the restrictions set forth in Sections 7.02(e) and 7.10 which would otherwise
prohibit the issuance by the Company of up to 15% of the existing capital stock
of the Vantis Subsidiary outstanding on the date hereof to directors, employees,
officers, consultants and advisors of the Vantis Subsidiary pursuant to stock
option plans (the "Employee Stock") and the repurchase or acquisition of such
Employee Stock by the Company in connection with a Disposition of 50% or more of
the capital stock of the Vantis Subsidiary.
4. Irrevocable Notice of Prepayment. The Company hereby gives notice
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to the Agent (which notice shall be irrevocable) that, within thirty (30)
Business Days of the Company's or any Subsidiary's receipt of any cash Net
Issuance Proceeds or any cash Net Proceeds of any Disposition (including any
Disposition of the Vantis Subsidiary or any assets thereof), except for any
Disposition permitted under subsections 7.02(a), (b) or (c), the Company shall
make a prepayment, in accordance with Section 2.06, in an amount equal to at
least 25% of such cash Net Issuance Proceeds or cash Net Proceeds, as the case
may be, up to a maximum amount, together with all such prepayments to the Agent
made pursuant to this notice, of $50,000,000 in the aggregate, for application
to the principal balance of the Term Loans then outstanding. The Company's
failure to make any such payment within any such 30-Business Day period
referenced above shall constitute an Event of Default under the Credit
Agreement. For purposes of this Section 4 and the prepayments contemplated
hereby, cash Net Issuance Proceeds and cash Net Proceeds shall be deemed to
include (and shall not be reduced by) any amounts paid or payable to the holders
of the Employee Stock in connection with the repurchase or acquisition of such
Employee Stock by the Company as contemplated in the preceding Section 3.
5. Representations and Warranties. The Company hereby represents and
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warrants to the Agent, the Syndication Agent, the Documentation Agent and the
Banks as follows:
a. No Default or Event of Default has occurred and is
continuing.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000