AMD 2008 Annual Report Download - page 93

this agreement could result in a cross-default under the indenture governing our 7.75% Notes, 6.00% Notes, and
5.75% Notes. We cannot provide assurance that we would be able to obtain the funds necessary to fulfill these
obligations. Any such failure would have a material adverse effect on us.
In the event the transactions contemplated by the Master Transaction Agreement are consummated and the
approval of the lenders is received, our ownership interests in AMD Fab 36 Holding GmbH, AMD Fab 36 Admin
GmbH, AMD Fab 36 KG and AMD Fab 36 LLC, the group of German subsidiaries that own Fab 36, as well as
the Fab 36 Term Loan and related agreements will be transferred to The Foundry Company, whose financial
results will continue to be consolidated in our consolidated financial statements. In addition, immediately prior to
consummation of the transactions contemplated by the Master Transaction Agreement, AMD Fab 36 Holding
and AMD Fab 36 Admin intend to repurchase the limited and silent partnership interests in AMD Fab 36 KG
held by the remaining unaffiliated limited partner, Leipziger Messe who will withdraw as a partner of AMD
Fab 36 KG.
7.75% Senior Notes Due 2012
On October 29, 2004, we issued $600 million of 7.75% Senior Notes due 2012 in a private offering pursuant
to Rule 144A and Regulation S under the Securities Act of 1933, as amended. On April 22, 2005, we exchanged
these notes for publicly registered notes which have substantially identical terms as the old notes except that the
publicly registered notes are registered under the Securities Act of 1933, and, therefore, do not contain legends
restricting their transfer. The 7.75% Notes mature on November 1, 2012. Interest on the 7.75% Notes is payable
semiannually in arrears on May 1 and November 1, beginning May 1, 2005. From November 1, 2008, 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 percent
Beginning on November 1, 2009 through October 31, 2010 ........... 101.938 percent
Beginning on November 1, 2010 through October 31, 2011 ........... 100.000 percent
On November 1, 2011 ......................................... 100.000 percent
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
percent 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, from:
• incurring additional indebtedness except specified permitted debt;
• paying dividends and making other restricted payments;
• making certain investments if an event of default exists, or if specified financial conditions are not
satisfied;
• 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, merging or selling our assets as an entirety or substantially as an entirety.
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