AMD 2001 Annual Report Download - page 67

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.
[INCLUDE IF SECURITY IS A GLOBAL SECURITY -- 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.]
[INCLUDE IF SECURITY IS A RESTRICTED SECURITY -- 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 rights of the Holders of the Securities under the Indenture at
any time by the Company and the
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002