AMD 2001 Annual Report Download - page 65

SECTION 2.03. Form of Reverse of Security. This Security is one of a duly
authorized issue of Securities of the Company, designated as its 4.75%
Convertible Senior Debentures Due 2022 (herein called the "Securities"), all
issued or to be issued under and pursuant to an Indenture dated as of January
29, 2002 (herein called the "Indenture"), between the Company and the Bank of
New York (herein called the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities.
The indebtedness evidenced by the Securities is unsecured and
unsubordinated indebtedness of the Company and ranks equally with the Company's
other unsecured and unsubordinated indebtedness.
Redemption at the Option of the Company. No sinking fund is provided for
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the Securities. The Securities are redeemable as a whole, or from time to time
in part, at any time after February 5, 2005 at the option of the Company at the
following redemption prices (each, a "Redemption Price"), expressed as a
percentage of Principal Amount for Securities redeemed during the periods set
forth below:
Period Redemption Price
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Beginning on February 5, 2005 through February 4, 2006 102.375%
Beginning on February 5, 2006 through February 4, 2007 101.583%
Beginning on February 5, 2007 through February 4, 2008 100.792%
Beginning on February 5, 2008 100.00%
in each case together with accrued and unpaid interest and Additional Amounts,
if any, to, but excluding, the Redemption Date; provided, that the Securities
will not be redeemable prior to February 5, 2006, unless the last reported sale
price of the Company's common stock is at least 130% of the then effective
Conversion Price for at lease 20 Trading Days within a period of 30 consecutive
Trading Days ending within five Trading Days of the date of the redemption
notice.
Purchase By the Company at the Option of the Holder. Subject to the terms
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and conditions of the Indenture, the Company shall become obligated to purchase,
at the option of the Holder, the Securities held by such Holder on each of the
Purchase Dates of February 1, 2009, February 1, 2012 and February 1, 2017 at
100% of the Principal Amount plus accrued and unpaid interest and Additional
Amounts, if any, to, but excluding, the Purchase Date (the "Purchase Price"),
upon delivery of a Purchase Notice containing the information set forth in the
Indenture, at any time from the opening of business on the date that is 30 days
prior to such Purchase Date until the close of business on the date that is 5
Business Days prior to such Purchase Date and upon delivery of the Securities to
the Paying Agent by the Holder as set forth in the Indenture. The Purchase Price
will be paid in cash.
At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to repurchase the Securities if a
Fundamental Change occurs at any time prior to February 1, 2022 at 100% of the
Principal Amount plus
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002