AMD 2004 Annual Report Download - page 43

Table of Contents
unpaid interest plus a “make-whole” premium, as defined in the agreement. Thereafter, we may redeem the 7.75% Notes for cash at the following specified
prices plus accrued and unpaid interest:
Period
Price as
Percentage of
Principal Amount
Beginning on November 1, 2008 through October 31, 2009 103.875%
Beginning on November 1, 2009 through October 31, 2010 101.938%
Beginning on November 1, 2010 through October 31, 2011 100.000%
On November 1, 2011 100.000%
In addition, on or prior to November 1, 2007, we may redeem up to 35 percent of the 7.75% Notes with the proceeds of certain sales of our equity
securities at 107.75 percent of the principal amount thereof, plus accrued and unpaid interest.
Holders have the right to require us to repurchase all or a portion of our 7.75% Notes in the event that we undergo a change of control, as defined in the
indenture governing the 7.75% Notes at a repurchase price of 101% of the principal amount plus accrued and unpaid interest.
The indenture governing the 7.75% Notes contains certain covenants that limit, among other things, our ability and the ability of our restricted subsidiaries,
which include all of our subsidiaries except Spansion and its subsidiaries, from:
• incurring additional indebtedness;
• paying dividends and making other restricted payments;
• making certain investments, including investments in our unrestricted subsidiaries;
• creating or permitting certain liens;
• creating or permitting restrictions on the ability of the restricted subsidiaries to pay dividends or make other distributions to us;
• using the proceeds from sales of assets;
• entering into certain types of transactions with affiliates; and
• consolidating or merging or selling our assets as an entirety or substantially as an entirety.
We also entered into a registration rights agreement with the initial purchasers of the 7.75% Notes, which granted the holders certain exchange and
registration rights with respect to the 7.75% Notes. We agreed to:
• file a registration statement within 90 days after October 29, 2004 enabling holders to exchange 7.75% Notes for publicly registered notes with
substantially identical terms;
• use commercially reasonable efforts to cause the registration statement to become effective within 180 days after October 29, 2004;
• use commercially reasonable efforts to effect an exchange offer of the 7.75% Notes for registered notes within 225 days after October 29, 2004; and
• file a shelf registration statement for the resale of the 7.75% Notes if we cannot effect the exchange offer within the time periods listed above.
If we do not meet these deadlines, additional interest of 0.25% per instance will be paid on the 7.75% Notes until the obligations under the registration
rights agreement are fulfilled. On January 20, 2005 we filed a registration statement on Form S-4 in order to enable holders to exchange the outstanding 7.75%
Notes for publicly registered notes with substantially identical terms.
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Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005