AMD 2001 Annual Report Download - page 105

SECTION 10.08. Book-Entry System. If the Securities cease to trade in the
Depositary's book-entry settlement system, the Company covenants and agrees that
it shall use reasonable efforts to make such other book-entry arrangements that
it determines are reasonable for the Securities.
SECTION 10.09. Tax Treatment of Securities. The Company, and by
purchasing a beneficial ownership interest in the Securities each Holder of
Securities, will be deemed to have agreed, for United States federal income tax
purposes, (i) to treat the Securities as indebtedness that is subject to
Treasury Regulation (S) 1.1275-4 (the "Contingent Payment Debt Regulations")
and, for purposes of the Contingent Payment Debt Regulations, to treat the fair
market value of any stock beneficially received by a Holder upon any conversion
of the Securities as a contingent payment and (ii) to be bound by the Company's
determination of the comparable yield and projected payment schedule, within the
meaning of the Contingent Payment Debt Regulations, with respect to the
Securities. A Holder of Securities may obtain the issue price, issue date,
amount of original issue discount, yield to maturity, comparable yield and
projected payment schedule by submitting a written request to the Company at the
following address: Advanced Micro Devices, Inc., One AMD Plaza, Sunnyvale, CA
94088, Attention: Treasurer.
SECTION 10.10. Additional Amounts under the Registration Rights Agreement.
If at any time Additional Amounts become payable by the Company pursuant to the
Registration Rights Agreement, the Company shall promptly deliver to the Trustee
a certificate to that effect and stating (i) the amount of such Additional
Amounts that are payable and (ii) the date on which such Additional Amounts are
payable pursuant to the terms of the Registration Rights Agreement. Unless and
until a Responsible Officer of the Trustee receives such a certificate, the
Trustee may assume without inquiry that no Additional Amounts are payable. If
the Company has paid Additional Amounts directly to the Persons entitled to such
Additional Amounts, the Company shall deliver to the Trustee a certificate
setting forth the particulars of such payment.
SECTION 10.11. Information for IRS Filings. The Company shall provide to
the Trustee on a timely basis such information as the Trustee requires to enable
the Trustee to prepare and file any form required to be submitted by the Company
with the Internal Revenue Service and the Holders of the Notes relating to
original issue discount, including, without limitation, Form 1099-OID or any
successor form.
ARTICLE 11
REDEMPTION AND PURCHASES
57
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002