AMD 2001 Annual Report Download - page 149

REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is dated as of January
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29, 2002, by and among ADVANCED MICRO DEVICES, INC., a Delaware corporation (the
"Company"), and CREDIT SUISSE FIRST BOSTON CORPORATION and SALOMON SMITH BARNEY
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INC. (the "Initial Purchasers").
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This Agreement is entered into in connection with the Purchase Agreement,
dated as of January 24, 2002 (the "Purchase Agreement"), by and among the
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Company and the Initial Purchasers, which provides for the sale by the Company
to the Initial Purchasers of $500,000,000 aggregate principal amount of the
Company's 4.75% Convertible Senior Debentures Due 2022 (the "Firm Notes"), which
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are convertible into Common Stock of the Company, par value $.01 per share (the
"Underlying Shares"), plus up to an additional $100,000,000 aggregate principal
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amount of the same that the Initial Purchasers may subsequently elect to
purchase pursuant to the terms of the Purchase Agreement (the "Additional Notes"
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and, together with the Firm Notes, the "Convertible Notes"). The Convertible
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Notes are being issued pursuant to an indenture dated as of the date hereof (the
"Indenture") between the Company and the Bank of New York, as Trustee.
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In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement for the benefit of the Initial Purchasers and any subsequent
holder or holders of the Convertible Notes or Underlying Shares. The execution
and delivery of this Agreement is a condition to the Initial Purchasers'
obligation to purchase the Firm Notes under the Purchase Agreement.
The parties hereby agree as follows:
1. Definitions.
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As used in this Agreement, the following terms shall have the following
meanings:
Additional Amounts Payment Date: See Section 3(c) hereof.
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Additional Amounts: See Section 3(a) hereof.
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Additional Notes: See the second introductory paragraph hereto.
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Agreement: See the first introductory paragraph hereto.
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Amendment Effectiveness Deadline Date: See Section 2(d) hereof.
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Amount of Registrable Securities: (a) With respect to Convertible Notes
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constituting Registrable Securities, the aggregate principal amount of all such
Convertible Notes outstanding, (b) with respect to Underlying Shares
constituting Registrable Securities, the aggregate number of such Underlying
Shares outstanding multiplied by the Conversion Price
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002