AMD 2001 Annual Report Download - page 99

and punctual payment of the principal of and interest on all
the Securities and the performance or observance of every
covenant of this Indenture on the part of the Company to be
performed or observed;
(ii) immediately after giving effect to a transaction
described in (i), no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing; and
(iii) the Company or the Surviving Entity has
delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction,
such supplemental indenture comply with this Article.
SECTION 8.02. Successor Substituted. Upon any consolidation of
the Company with, or merger of the Company into, any other Person or any
conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 8.01, the successor
----
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.
ARTICLE 9
SUPPLEMENTAL INDENTURES
SECTION 9.01. Supplemental Indentures Without Consent of Holders. Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:
(i) to evidence the succession of another Person to
the Company and the assumption by any such successor of the
covenants of the Company herein and in the Securities; or
(ii) to add to the covenants of the Company for the
benefit of the Holders, or to surrender any right or power
herein conferred upon the Company; or
(iii) to add any additional Events of Default for the
benefit of the Holders; or
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002