AMD 2001 Annual Report Download - page 139

upon any conversion, but an adjustment and payment in cash will be made, as
provided in the Indenture, in respect of any fraction of a share which would
otherwise be issuable upon the surrender of any Securities for conversion.
Securities in respect of which a Holder is exercising its right to require
repurchase on a Purchase Date or a Fundamental Change Repurchase Date may be
converted only if such Holder withdraws its election to exercise such right in
accordance with the terms of the Indenture. Any Securities called for
redemption, unless surrendered for conversion by the Holders thereof on or
before the close of business on the Business Day preceding the date fixed for
redemption, may be deemed to be redeemed from such Holders for an amount equal
to the applicable Redemption Price, by one or more investment banks or other
purchasers who may agree with the Company (i) to purchase such Securities from
the Holders thereof and convert them into shares of the Common Stock and (ii) to
make payment for such Securities as aforesaid to the Trustee in trust for the
Holders.
Tax Treatment. The Company, and by purchasing a beneficial ownership
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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 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 Place,
Sunnyvale, CA 94088, Attention: Treasurer.
In the event of a deposit or withdrawal of an interest in this
Security, including an exchange, transfer, repurchase or conversion of this
Security in part only, the Trustee, as custodian of the Depositary, shall make
an adjustment on its records to reflect such deposit or withdrawal in accordance
with the rules and procedures of the Depositary.
Subject to certain limitations in the Indenture, at any time when the
Company is not subject to Section 13 or 15(d) of the United States Securities
Exchange Act of 1934, as amended, upon the request of a Holder of a Restricted
Security, the Company will promptly furnish or cause to be furnished Rule 144A
Information (as defined below) to such Holder of Restricted Securities, or to a
prospective purchaser of any such security designated by any such Holder, to the
extent required to permit compliance by any such Holder with Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). "Rule 144A
Information" shall be such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act (or any successor provision thereto).
If an Event of Default shall occur and be continuing, the Principal
Amount plus interest accrued and Additional Amounts, if any, through such date
on all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002