EXHIBIT 4.3
[FORM OF SECURITY]
ADVANCED MICRO DEVICES, INC.
6% CONVERTIBLE SUBORDINATED NOTE
DUE 2005
No. _____ CUSIP No. 007903 AC1
$____________
Advanced Micro Devices, Inc., a Delaware corporation (hereinafter called
the "Company," which term includes any successors under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
__________________________, or registered assigns, the principal sum of
___________ Dollars, on May 15, 2005.
Interest Payment Dates: May 15 and November 15; commencing November 15,
1998.
Record Dates: May 1 and November 1.
Reference is made to the further provisions of this Security hereinafter
set forth, which will, for all purposes, have the same effect as if set forth at
this place.
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IN WITNESS WHEREOF, the Company has caused this Instrument to be duly
executed under its corporate seal.
ADVANCED MICRO DEVICES, INC.,
a Delaware corporation
[Seal]
By
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Title
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By
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Title
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[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Notes described in the within-mentioned Indenture.
The Bank of New York, as Trustee
By
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Authorized Signatory
Dated: _____________
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ADVANCED MICRO DEVICES, INC.
6% Convertible Subordinated Note
due 2005
Unless and until this Security is exchanged in whole or in part for
Securities in definitive form, this Security may not be transferred except as a
whole by The Depository Trust Company, a New York corporation (the
"Depositary"), to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of the Depositary (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of the
Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein./1/
1. Interest. Advanced Micro Devices, Inc., a Delaware corporation
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(hereinafter called the "Company," which term includes any successors under the
Indenture hereinafter referred to), promises to pay interest on the principal
amount of this Security at the rate of 6% per annum. To the extent it is
lawful, the Company promises to pay interest on any interest payment due but
unpaid on such principal amount at a rate of 6% per annum compounded semi-
annually.
The Company will pay interest semi-annually in cash on May 15 and November
15 of each year (each, an "Interest Payment Date"), commencing November 15,
1998. Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid on the Securities, from
May 8, 1998. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months.
2. Method of Payment. The Company shall pay interest on the Securities
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(except defaulted interest) to the Persons who are the registered Holders at the
close of business on the Record Date immediately preceding the Interest Payment
Date. Holders must surrender Securities to a Paying Agent to collect principal
payments. Any such interest not so punctually paid, and defaulted interest
relating thereto, may be paid to the Persons who are registered Holders at the
close of business on a Special Record Date for the payment of such defaulted
interest, as more fully provided in the Indenture referred to below. Except as
provided below, the Company shall pay principal and interest in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for payment of public and private debts ("U.S. Legal Tender").
Payments in respect of Global Securities (including principal and interest) will
be made by wire transfer of immediately available funds to the accounts
specified by the Depositary. Payments in respect of Securities in definitive
form (including principal and interest) shall be made at the
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/1/ This paragraph should only be added if the Security is issued in global
form.
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office or agency of the Company maintained for such purpose, which office or
agency shall be maintained in the Borough of Manhattan, The City of New York
(and shall initially be an office or agency of the Trustee), except that, at the
option of the Company, any payments of interest may be made by check mailed on
or before the due date by first class mail to the address of the persons
entitled thereto as shown in the registry of Holders.
3. Paying Agent and Registrar. The Bank of New York (the "Trustee") will
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act as Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar or co-Registrar without notice to the Holders. The Company or any of
its Subsidiaries may, subject to certain exceptions, act as Paying Agent,
Registrar or co-Registrar.
4. Indenture. This Security is one of a duly authorized issue of
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securities of the Company issued and to be issued in one or more series under an
Indenture, dated as of May 8, 1998 (as amended or supplemented from time to time
the "Indenture"), between the Company and the Trustee. Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein. The terms
of the Securities include those stated in the Indenture, all indentures
supplemental thereto, those made part of the Indenture by reference to the Trust
Indenture Act (the "TIA"), as in effect on the date of the Indenture, and those
terms stated in the Officers' Certificate dated May 8, 1998 (the "Officers'
Certificate"). The Securities are subject to all such terms, and Holders of
Securities are referred to the Indenture, all indentures supplemental thereto,
said TIA and said Officers' Certificate for a statement of them. The Securities
are general unsecured obligations of the Company.
5. Redemption. The Securities may be redeemed in whole or from time to
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time in part at any time on and after May 15, 2001 at the option of the Company,
at the following redemption prices (expressed as a percentage of principal
amount) set forth below if redeemed during the 12-month periods commencing on
the dates indicated below, in each case (subject to the right of holders of
record on a record date to receive interest due on an Interest Payment Date that
is on or prior to such Redemption Date) plus any accrued but unpaid interest, if
any, to, but excluding, the Redemption Date. The Securities may not be so
redeemed prior to May 15, 2001; provided, however, that the Securities will not
be redeemable prior to May 15, 2002, unless the last reported sale price of the
Common Stock is at least 130% of the then effective Conversion Price for at
least 20 Trading Days within a period of 30 consecutive Trading Days ending
within 5 Trading Days of the date of the redemption notice.
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If redeemed during
the 12-month period
beginning on Redemption Price
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May 15, 2001 103.429%
May 15, 2002 102.571
May 15, 2003 101.714
May 15, 2004 100.857
Any such redemption will comply with Article 3 of the Indenture.
6. Notice of Redemption. Notice of redemption will be sent by first class
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mail, at least 15 days and not more than 60 days prior to the Redemption Date to
the Holder of each Security to be redeemed at such Holder's last address as then
shown upon the registry books of the Registrar. Securities may be redeemed in
part in integral multiples of $1,000 only.
Except as set forth in the Indenture, from and after any redemption date,
if monies for the redemption of the Securities called for redemption shall have
been deposited with the Paying Agent on such redemption date and payment of the
Securities called for redemption is not prohibited under Paragraph 8 of the
Officers' Certificate, the Securities called for redemption will cease to bear
interest and the only right of the Holders of such Securities will be to receive
payment of the redemption price, plus any accrued and unpaid interest to the
redemption date.
7. Denominations; Transfer; Exchange. The Securities are in registered
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form, without coupons, in denominations of $1,000 and integral multiples of
$1,000. A Holder may register the transfer of, or exchange Securities in
accordance with, the Indenture and the Officers' Certificate. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption.
8. Persons Deemed Owners. The registered Holder of a Security may be
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treated as the owner of it for all purposes.
9. Unclaimed Money. If money for the payment of principal, or interest
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remains unclaimed for two years, the Trustee and the Paying Agent(s) will pay
the money back to the Company at its written request. After that, all liability
of the Trustee and such Paying Agent(s) with respect to such money shall cease.
10. Amendment; Supplement; Waiver. Subject to specified exceptions, the
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Indenture or the Securities may be amended or supplemented, and any existing
Default or Event of Default
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or compliance with any provision may be waived, with the written consent of the
Holders of a majority in aggregate principal amount of the Securities then
outstanding. Without notice to or consent of any Holder, the parties thereto may
amend or supplement the Indenture or the Securities to, among other things, cure
any ambiguity, defect or inconsistency, or make any other change that does not
adversely affect the rights of any Holder of a Security.
11. Conversion Rights. Subject to the provisions of the Indenture, the
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Holders have the right to convert the principal amount of the Securities into
fully paid and nonassessable shares of Common Stock of the Company at the
initial conversion price per share of Common Stock of $37.00 (which reflects a
conversion rate of approximately 27.0270 shares of Common Stock per $1,000 in
principal amount of Securities), or at the adjusted Conversion Price then in
effect, if adjustment has been made as provided in the Officers' Certificate,
upon surrender of the Security to the Company, together with a fully executed
notice in substantially the form attached hereto and, if required by the
Officers' Certificate, an amount equal to accrued interest payable on such
Security.
12. Ranking. Payment of principal and interest on the Securities is
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subordinated, in the manner and to the extent set forth in the Indenture, to the
prior payment in full of all Senior Indebtedness.
13. Repurchase at Option of Holder Upon a Change of Control. If there is
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a Change of Control, the Company shall be required, subject to the provisions of
the Indenture, to offer to repurchase on the Repurchase Date all outstanding
Securities at a purchase price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest to the Repurchase Date. Holders of Securities
will receive a Repurchase Offer from the Company prior to any related Repurchase
Date and may elect to have such Securities purchased by completing the form
entitled "Option of Holder to Elect Repurchase" appearing below.
14. Successors. When a successor assumes all the obligations of its
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predecessor under the Securities and the Indenture, the predecessor will be
released from those obligations.
15. Defaults and Remedies. If an Event of Default occurs and is
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continuing (other than as Event of Default relating to certain events of
bankruptcy, insolvency or reorganization), then in every such case, unless the
principal of all of the securities shall have already become due and payable,
either the Trustee or the Holders of 25% in aggregate principal amount of
Securities then outstanding may declare all the Securities to be due and payable
immediately in the manner and with the effect provided in the Indenture.
Holders of Securities may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of Securities notice of any
continuing Default or Event of Default (except a Default in payment of principal
or interest), if it determines that withholding notice is in their interest.
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16. Trustee Dealings with Company. The Trustee under the Indenture, in
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its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Company or its Affiliates, and may otherwise deal
with the Company or its Affiliates as if it were not the Trustee.
17. No Recourse Against Others. No stockholder, director, officer or
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employee, as such, past, present or future, of the Company or any successor
corporation shall have any personal liability in respect of the obligations of
the Company under the Securities or the Indenture by reason of his, her or its
status as such stockholder, director, officer or employee. Each Holder of a
Security by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the
Securities.
18. Authentication. This Security shall not be valid until the Trustee or
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authenticating agent signs the certificate of authentication on this Security.
19. Abbreviations and Defined Terms. Customary abbreviations may be used
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in the name of a Holder of a Security or an assignee, such as: TEN COM (=
tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (=
custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
20. CUSIP Numbers. Pursuant to a recommendation promulgated by the
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Committee on Uniform Security Identification Procedures, the Company will cause
CUSIP numbers to be printed on the Securities as a convenience to the Holders of
the Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other
identification numbers printed hereon.
The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Request may be made to:
Advanced Micro Devices, Inc.
One AMD Place
Sunnyvale, CA 94086
Attention: General Counsel
21. Defeasance Prior to Maturity. The Indenture contains provisions for
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defeasance of (i) the entire Indebtedness of the Securities or (ii) certain
covenants and Events of Default with respect to the Securities, in each case
upon compliance with certain conditions set forth therein.
22. Governing Law. The internal laws of the State of New York shall
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govern the Indenture and the Securities without regard to conflict of laws
provisions thereof.
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[FORM OF ASSIGNMENT]
I or we assign this Security to
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(Print or type name, address and zip code of assignee)
Please insert Social Security or other identifying number of assignee
____________________________
and irrevocably appoint _______________ agent to transfer this Security on the
books of the Company. The agent may substitute another to act for him.
Dated: ____________________ Signed:_________________________________
(Sign exactly as your name
appears on the other side
of this Security)
Signature Guaranty: ______________________________
Signatures must be guarantied by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guaranty program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
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OPTION OF HOLDER TO ELECT REPURCHASE
If you want to elect to have this Security repurchased by the Company
pursuant to Paragraph 7 of the Officers' Certificate, check the box:
If you want to elect to have only part of this Security repurchased by the
Company pursuant to Paragraph 7 of the Officers' Certificate, state the amount
you want to be repurchased: $__________
Dated: ____________________ Signed:________________________________
(Sign exactly as your name
appears on the other side
of this Security)
Signature Guaranty: ______________________________
Signatures must be guarantied by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guaranty program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
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SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES
The following exchanges of a part of this Global Security for Definitive
Securities have been made:
Amount of Decrease Amount of Increase Principal Amount of
in Principal Amount in Principal Amount this Global Security Signature of Authorized
Date of of this of this Following such Signatory of Trustee or
Exchange Global Security Global Security Decrease (or Increase) Securities Custodian
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CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION OF TRANSFER OF SECURITIES
Re: 6% CONVERTIBLE SUBORDINATED NOTES DUE 2005 OF ADVANCED MICRO DEVICES, INC.
This Certificate relates to $______ principal amount of Securities held in
*_______ book-entry or * __________ definitive form by _________ (the
"Transferor").
1. The Transferor (check applicable box):
[_] (a) has requested the Trustee by written order to deliver in exchange
for its beneficial interest in the Global Security held by the
Depositary a Security or Securities in definitive, registered form
of authorized denominations and an aggregate principal amount equal
to its beneficial interest in such Global Security (or the portion
thereof indicated above); or
[_] (b) has requested the Trustee by written order to exchange or register
the transfer of a Security or Securities.
[INSERT NAME OF TRANSFEROR]
By
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Date: ___________
2. Affiliation with the Company [check if applicable]
[_] (a) The undersigned represents and warrants that it is, or at some time
during which it held this Security was, an Affiliate of the Company.
(b) If 2(a) above is checked and if the undersigned was not an Affiliate
of the Company at all times during which it held this Security,
indicate the periods during which the undersigned was an Affiliate
of the Company:
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(c) If 2(a) above is checked and if the Transferee will not pay the full
purchase price for the transfer of this Security on or prior to the
date of transfer indicate when such purchase price will be paid:
If any of the above representations required to be made by the Transferee is not
made, the Registrar shall not be obligated to register this Security in the name
of any person other than the Holder hereof.
THE UNDERSIGNED HEREBY AGREES THAT, UNLESS THE BOX ABOVE UNDER ITEM 2(a) IS
CHECKED, THE UNDERSIGNED SHALL BE DEEMED TO HAVE REPRESENTED THAT IT IS NOT NOR
HAS IT BEEN AT ANY TIME DURING WHICH IT HELD THIS SECURITY AN AFFILIATE, AS
DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE
COMPANY.
Dated:__________
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NOTICE: The signature of the Holder to this
assignment must correspond with the name as
written upon the face of this Security
particular, without alteration or enlargement or
any change whatsoever.
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FORM OF CONVERSION NOTICE
To: Advanced Micro Devices, Inc.
The undersigned owner of this Security hereby: (i) irrevocably exercises
the option to convert this Security, or the portion hereof below designated, for
shares of Common Stock of Advanced Micro Devices, Inc. in accordance with the
terms of the Indenture referred to in this Security and (ii) directs that such
shares of Common Stock deliverable upon the conversion, together with any check
in payment for fractional shares and any Security(ies) representing any
unconverted principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below. If shares are
to be delivered registered in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect thereto. Any
amount required to be paid by the undersigned on account of interest accompanies
this Security.
Dated: _________________
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Signature
Fill in for registration of shares if to be delivered, and of Securities if
to be issued, otherwise than to and in the name of the registered holder.
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Social Security or other
Taxpayer Identifying Number
- -----------------------------------------------------
(Name)
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(Street Address)
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(City, State and Zip Code)
(Please print name and address)
Principal amount to be converted:
(if less than all)
$_____________________
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