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EXHIBIT 4.2(d)
ADVANCED MICRO DEVICES, INC.,
Issuer
AND
UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee
_________________
Third Supplemental Indenture
Dated as of July 28, 2000
_________________
Supplemental to the Indenture
dated as of August 1, 1996, as amended and supplemented
with respect to the
11% Senior Secured Notes due 2003
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THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture"),
dated as of July 28, 2000, among ADVANCED MICRO DEVICES, INC., a Delaware
corporation (hereinafter called the "Company"), as issuer, and the UNITED STATES
TRUST COMPANY OF NEW YORK, as trustee (hereinafter called the "Trustee"), under
the Indenture, dated as of August 1, 1996, by and among the Company and the
Trustee, as amended and supplemented to the date hereof (the "Indenture").
RECITALS
The Company is making a tender offer (the "Tender Offer") to purchase
for cash its 11% Senior Secured Notes due 2003 (the "Notes"), which were issued
under the Indenture.
The Company also is soliciting consents from Holders of the Notes to
certain amendments to the Indenture contained in this Third Supplemental
Indenture (the "Amendments").
Section 9.02 of the Indenture provides that the Company and the
Trustee, with the consent of the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes, may amend or supplement certain
provisions of the Indenture.
In accordance with Section 9.02 of the Indenture, the Holders of at
least 50% in principal amount of outstanding Notes have consented to the
Amendments.
The Board of Directors of the Company has duly authorized the
execution and delivery of this Third Supplemental Indenture. In addition, the
Company has done all other things necessary to make this Third Supplemental
Indenture a valid agreement of the Company in accordance with the terms hereof
and of the Indenture.
This Third Supplemental Indenture is effective as of the date upon
which the conditions set forth in Section 1.8 hereof (subject to the provisos
set forth therein) are satisfied and the Amendments effected by this Third
Supplemental Indenture will become operative with respect to the Notes on the
date such Notes that are tendered and not withdrawn are accepted for purchase
and paid for by the Company pursuant to the Tender Offer.
WHEREFORE, each party agrees as follows for the benefit of the other
party and for the equal or ratable benefit of the Holders of the Notes, as
follows:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
1.1 Definitions.
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For all purposes of the Indenture and this Third Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:
(a) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to the Indenture and this Third Supplemental Indenture as a
whole and not to any particular Article, Section or subdivision; and
(b) capitalized terms used but not defined herein shall have the
meanings assigned to them in the Indenture.
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1.2 Governing Law.
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This Third Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York.
1.3 Successors.
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All agreements of the Company in this Third Supplemental Indenture
shall bind their respective successors. All agreements of the Trustee in this
Third Supplemental Indenture shall bind its successors.
1.4 Duplicate Originals.
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The parties may sign any number of copies of this Third Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
1.5 Separability.
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In case any provision in this Third Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
1.6 Headings, Etc.
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The Article and Section headings of this Third Supplemental Indenture
have been inserted for convenience of reference only, are not to be considered a
part hereof, and shall in no way modify or restrict any of the terms and
provisions hereof. Except as expressly provided herein and notwithstanding the
elimination of certain Sections of the Indenture as set forth in Article II of
the Third Supplemental Indenture, all references to Sections in the Indenture
shall remain unchanged.
1.7 Benefits of Third Supplemental Indenture.
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Nothing in this Third Supplemental Indenture, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, any Paying Agent and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Third Supplemental Indenture.
1.8 Effectiveness.
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This Third Supplemental Indenture supplements the Indenture and shall
be a part and subject to all the terms thereof. Except as supplemented hereby,
the Indenture shall continue in full force and effect.
This Third Supplemental Indenture shall take effect on the date (the
"Effective Date") that each of the following conditions shall have been
satisfied or waived:
(a) each of the parties hereto shall have executed and delivered this
Third Supplemental Indenture; and
(b) the Trustee shall have received any documents it may have
reasonably requested from the Company pursuant to the Indenture;
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provided, however, that the Amendments set forth in Article II of this Third
Supplemental Indenture shall become operative only upon and simultaneously with,
and shall have no force and effect prior to, the Company's acceptance for
purchase of the Notes that are tendered and not withdrawn pursuant to the Tender
Offer; provided further, that such Amendments shall cease to have any force and
effect if payment for the Notes has not been made within three business days
after the Notes have been accepted for purchase.
ARTICLE II
THE AMENDMENTS
2.1 Amendments.
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The Indenture is hereby amended as follows:
(1) Section 4.03 of the Indenture is hereby amended to state, in its
entirety, the following:
"SECTION 4.03. SEC Reports.
The Company will comply with TIA Section 314(a)."
(2) Section 4.07 of the Indenture is hereby eliminated in its
entirety and replaced with the words: "SECTION 4.07 [Intentionally omitted]."
(3) Section 4.08 of the Indenture is hereby eliminated in its
entirety and replaced with the words: "SECTION 4.08 [Intentionally omitted]."
(4) Section 4.09 of the Indenture is hereby eliminated in its
entirety and replaced with the words: "SECTION 4.09 [Intentionally omitted]."
(5) Section 4.10 of the Indenture is hereby eliminated in its
entirety and replaced with the words: "SECTION 4.10 [Intentionally omitted]."
(6) Section 4.11 of the Indenture is hereby eliminated in its
entirety and replaced with the words: "SECTION 4.11 [Intentionally omitted]."
(7) Section 4.12 of the Indenture is hereby eliminated in its
entirety and replaced with the words: "SECTION 4.12 [Intentionally omitted]."
(8) Section 4.13 of the Indenture is hereby eliminated in its
entirety and replaced with the words: "SECTION 4.13 [Intentionally omitted]."
(9) Section 4.14 of the Indenture is hereby eliminated in its
entirety and replaced with the words: "SECTION 4.14 [Intentionally omitted]."
(10) Section 4.16 of the Indenture is hereby eliminated in its
entirety and replaced with the words: "SECTION 4.16 [Intentionally omitted]."
(11) Section 4.17 of the Indenture is hereby eliminated in its
entirety and replaced with the words: "SECTION 4.17 [Intentionally omitted]."
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(12) Section 5.01 of the Indenture is hereby amended to state, in its
entirety, the following:
"SECTION 5.01. Merger, Consolidation or Sale of Assets.
The Company shall not consolidate or merge with or into or wind-up
into (whether or not the Company is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to any Person unless
(i) the Company is the surviving corporation (the "Surviving Corporation") or
the Person formed by or surviving any such consolidation or merger (if other
than the Company) or to which such sale, assignment, transfer, lease, conveyance
or other disposition shall have been made is a corporation organized or existing
under the laws of the United States, any state thereof or the District of
Columbia; (ii) the Surviving Corporation or the Person to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made assumes all the obligations of the Company under the Notes, this Indenture
and the Collateral Documents pursuant to a supplemental indenture or other
documents or instruments in form reasonably satisfactory to the Trustee; and
(iii) immediately after such transaction, no Default or Event of Default exists
under this Indenture or the Collateral Documents. The Trustee shall receive an
Opinion of Counsel and an Officers' Certificate, each stating that any such
consolidation, merger, winding-up, sale, transfer, lease, conveyance or other
disposition meets the requirements of this Section 5.01, and that all conditions
precedent herein provided for in clauses (i) through (iii) above relating to
such transaction have been complied with."
(13) Section 6.01 of the Indenture is hereby amended to delete the
text in Subsections 6.01(c), 6.01(e) and 6.01(f) and to replace the text of each
such Subsection with the text "[Intentionally omitted]."
(14) Section 6.02 of the Indenture is hereby amended to state, in its
entirety, the following:
"If an Event of Default (other than an Event of Default specified in
clauses (h) and (i) of Section 6.01 hereof relating to either the Company, the
FASL Unrestricted Subsidiary or any Significant Subsidiary or group of
Subsidiaries (not including the Dresden, Germany Unrestricted Subsidiary) that,
taken together, would constitute a Significant Subsidiary) occurs and is
continuing, the Trustee by notice to the Company or the Holders of at least 50%
in principal amount of the then outstanding Notes by notice to the Company and
the Trustee may declare the unpaid principal of and any accrued interest on all
the Notes to be due and payable. Upon such declaration the principal and
interest, if any, shall be due and payable immediately. If an Event of Default
specified in clause (h) or (i) of Section 6.01 hereof relating to either the
Company, the FASL Unrestricted Subsidiary or any Significant Subsidiary or group
of Subsidiaries (not including the Dresden, Germany Unrestricted Subsidiary)
that, taken as a whole, would constitute a Significant Subsidiary occurs, such
an amount shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. The Holders
of a majority in principal amount of the then outstanding Notes by written
notice to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal and interest, that has become
due solely because of the acceleration) have been cured or waived."
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, all as of the date first written
above.
ADVANCED MICRO DEVICES, INC.,
Issuer
By: /s/ Francis P. Barton
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Name: Francis P. Barton
Title: Senior Vice President, Chief Financial Officer
UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee
By: /s/ Louis P. Young
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Name: Louis P. Young
Title: Vice President
