Sponsors' Loan Agreement - Advanced Micro Devices Inc., AMD Saxony Holding GmbH and AMD Saxony Manufacturing GmbH


                            SPONSORS' LOAN AGREEMENT

                               Dated 11 March 1997

                                     between

                          ADVANCED MICRO DEVICES, INC.,

                            AMD SAXONY HOLDING GMBH,

                                       and

                          AMD SAXONY MANUFACTURING GMBH



--------------------------------------------------------------------------------

 
                            SPONSORS' LOAN AGREEMENT

     THIS SPONSORS' LOAN AGREEMENT, dated 11 March 1997, is made between
ADVANCED MICRO DEVICES, INC., a corporation organised and existing under the
laws of the State of Delaware, United States of America, with its chief
executive office and principal place of business at One AMD Place, Sunnyvale,
California 94088, United States of America ('AMD Inc.'), AMD SAXONY HOLDING
                                             -------
GMBH, Dresden, registered in the Commercial Register of the Dresden County Court
HRB 13931 ('AMD Holding'; and, together with AMD Inc., collectively, the
            -----------
'Sponsors'), and AMD SAXONY MANUFACTURING GMBH, Dresden, registered in the
 -------- 
Commercial Register of the Dresden County Court HRB 13186 ('AMD Saxonia').
                                                            -----------
                              W I T N E S S E T H :

     WHEREAS, AMD Saxonia, a wholly-owned Subsidiary (such and other capitalised
terms being used herein with the meanings provided in Section 1.1) of AMD
                                                      -----------
Holding, which is, in turn, a wholly owned Subsidiary of AMD Inc., has been
formed for the purpose of constructing, owning, and operating (i) the Plant and
(ii) the integrated Design Center (the construction, ownership, and operation of
the Plant and the Design Center being hereinafter called the 'Project');
                                                              -------

     WHEREAS, in order to finance the construction of the Plant and the Design
Center, and start up costs of the operation of the Plant, (i) the Sponsors will
make substantial subordinated loans to, and AMD Holding will make substantial
equity investments in, AMD Saxonia, and (ii) AMD Saxonia has entered into a
Syndicated Loan Agreement, dated 11 March 1997 (the 'Loan Agreement'), with the
                                                     --------------
banks from time to time party thereto (hereinafter collectively called the
'Banks' and individually called a 'Bank'), Dresdner Bank AG ('Dresdner'), as
 -----                             ----                       --------
Agent (in such capacity, the 'Agent') for the Banks, and as Security Agent (in
                              -----
such capacity, the 'Security Agent') for the Secured Parties referred to below,
                    --------------
and Dresdner Bank Luxembourg S.A., as Paying Agent (in such capacity, the
'Paying Agent'), providing, inter alia, for two separate senior secured term and
 ------------               ----------
standby facilities aggregating up to DM1,650,000,000 (one billion six hundred
fifty million Deutsche Marks);

     WHEREAS, the Sponsors desire that the Project be constructed and completed
and are entering into this Agreement with AMD Saxonia for the purpose, among
other things, of providing certain undertakings to and for the benefit of AMD
Saxonia, the Agent, the Banks, the Security Agent, and the Secured Parties;

     WHEREAS, as contemplated by the Sponsors' Support Agreement and the Loan
Agreement, AMD Saxonia, each Bank, the Agent, and the Security Agent each
desires to obtain a commitment from the Sponsors to make certain unsecured
subordinated loans to AMD Saxonia to enable AMD Saxonia to fulfill certain of
its obligations under the Loan Agreement;

     WHEREAS, the Sponsors are willing to extend such commitment on the terms
and subject to the conditions hereinafter set forth; and



                                       2

 
     WHEREAS, a condition precedent to the initial Advance is, inter alia, the
                                                               ----------
execution and delivery by the Sponsors of this Agreement and, in extending
credit to AMD Saxonia under the Loan Agreement, the Banks are relying on the
undertakings of the Sponsors contained herein;

     NOW, THEREFORE, the Sponsors and AMD Saxonia, agree as follows:


                                    ARTICLE I
                        Definitions and Accounting Terms


SECTION 1.1 Definitions. Unless otherwise defined herein, terms used herein have
the meanings assigned to such terms in the Sponsors' Support Agreement. In
addition, the following terms (whether or not underlined) when used in this
Agreement, including its preamble and recitals, shall, except where the context
otherwise requires, have the following meanings (such meanings to be equally
applicable to the singular and plural forms thereof):

     'Agent' has the meaning assigned to that term in the second recital of this
      -----                                               --------------
Agreement.

     'Agreement' means this Sponsors' Loan Agreement, as the same may at any
      ---------
time be amended or modified in accordance with the terms hereof and in effect.

     'AMD Holding' has the meaning assigned to that term in the introduction to
      -----------                                               ------------
this Agreement.

     'AMD Inc.' has the meaning assigned to that term in the introduction to
      -------                                                ------------
this Agreement.

     'AMD Saxonia' has the meaning assigned to that term in the introduction to
      -----------                                               ------------
this Agreement.

     'Bank' and 'Banks' have the respective meanings assigned to those terms in
      ----       ----- 
the second recital of this Agreement.
    --------------

     'Class A Sponsors' Loans' has the meaning assigned to that term in Section
      -----------------------                                           -------
2.1.
---

     'Class B Sponsors' Loans' has the meaning assigned to that term in Section
      -----------------------                                           -------
2.1.
---

     'Deutsche Mark Equivalent' means, with respect to any Class A Sponsors'
      ------------------------
Loan, the amount, expressed in Deutsche Marks, which results from the conversion
of Dollars to Deutsche Marks at a spot rate of exchange equal to the greater of
(i) DM 1.45 for $ 1.00 and (ii) the Agent's spot rate of exchange, expressed in
Deutsche Marks, for the sale of Dollars 



                                       3

 
for Deutsche Marks prevailing on the date two (2) Business Days prior to the
date such Class A Sponsors' Loan is or was due to be made.


     'Dresdner' has the meaning assigned to that term in the second recital of
      --------                                               --------------
this Agreement.

     'Loan Agreement' has the meaning assigned to that term in the second
      --------------                                               ------
recital of this Agreement.
-------

     'Paying Agent' has the meaning assigned to that term in the second recital
      ------------                                               --------------
of this Agreement.

     'Project' has the meaning assigned to that term in the first recital of
      -------                                               -------------
this Agreement.

     'Required Sponsors' Loans' has the meaning assigned to that term in Section
      ------------------------                                           -------
2.1.
---

     'Security Agent' has the meaning assigned to that term in the second
      --------------                                               ------
recital of this Agreement.
-------

     'Sponsors' has the meaning assigned to that term in the introduction to
      --------                                               ------------
this Agreement.

     'Sponsors' Loan' means an unsecured, subordinated loan that is or is
      --------------
required to be made by a Sponsor to AMD Saxonia pursuant hereto, which loans are
subordinated pursuant to the Sponsors' Subordination Agreement (including any
such loan made prior to the Loan Agreement Effective Date as contemplated by
Section 2.1).
-----------

     'Sponsors' Support Agreement' means the Sponsors' Support Agreement, of
      ---------------------------
even date herewith, between the Sponsors, the Agent, and the Security Agent.

     'Voluntary Sponsors' Loans' has the meaning assigned to that term in
      -------------------------
Section 2.4.
-----------

SECTION 1.2 Miscellaneous. In this Agreement, unless the context requires
otherwise, (i) any reference to an Operative Document shall be to such Operative
Document as the same may have been or from time to time may be amended, varied,
re-issued, replaced, novated, or supplemented, in each case, in accordance with
the terms thereof and hereof, and in effect; (ii) any statutory provisions shall
be construed as references to those provisions as amended, modified, re-enacted,
or replaced from time to time; (iii) words importing a gender include every
gender; and (iv) references to Sections are to Sections of this Agreement.
Section headings are inserted for reference only and shall be ignored in
construing this Agreement. A time of day, unless otherwise specified, shall be
construed as a reference to Frankfurt am Main time.


                                       4

 
                                   ARTICLE II
                          Subordinated Loan Provisions


SECTION 2.1 Required Sponsors' Loans. On the terms and subject to the conditions
of this Agreement, the Sponsors, jointly and severally, hereby undertake that
either Sponsor or both of the Sponsors will make Sponsors' Loans to AMD Saxonia:

     (i)  in an aggregate principal amount of at least DM 290,000,000 (two
          hundred ninety million Deutsche Marks) for all such Sponsors' Loans,
          the exact amount thereof being equal to the Deutsche Mark Equivalent
          of $200,000,000 (two hundred million Dollars) for all such Sponsors'
          Loans, as contemplated by Section 2.2 (the 'Class A Sponsors' Loans');
                                    -----------       -----------------------
          and

     (ii) in an aggregate principal amount of up to an additional DM 145,000,000
          (one hundred forty five million Deutsche Marks) as contemplated by
          Section 2.3 (the 'Class B Sponsors' Loans'; and, together with the
          -----------       -----------------------
          Class A Sponsors' Loans, collectively, the 'Required Sponsors'
                                                      ------------------
          Loans').
          -----


For the avoidance of doubt:

     (i)   the obligations of the Sponsors under this Agreement are intended to
           reflect, rather than to be in addition to, the obligations of the
           Sponsors pursuant to the Sponsors' Support Agreement;

     (ii)  to the extent, but only to the extent, reflected in AMD Saxonia's
           financial statements referred to in ss.15.1.6 of the Loan Agreement
                                                  ------
           (or, if not so reflected, as certified by AMD Inc. to the Agent and
           the Security Agent as of the Loan Agreement Effective Date),
           Sponsors' Loans made to AMD Saxonia prior to the Loan Agreement
           Effective Date, and/or contributions by AMD Holding to AMD Saxonia's
           capital reserves prior to the Loan Agreement Effective Date (to the
           extent, but only to the extent, not otherwise taken into account in
           determining whether AMD Holding has complied with its obligations
           under Article II of the Sponsors' Support Agreement), shall
                 ----------
           be taken into account as Class A Sponsors' Loans in determining
           whether the Sponsors shall have complied with their obligations under
           this Article II;
                ----------

     (iii) although the obligations of the Sponsors contained in this Article II
                                                                      ----------
           are in addition to, and not in limitation of, their respective
           obligations contained elsewhere in this Agreement and in the other
           Operative Documents, if the Agent shall have otherwise expressly
           consented thereto in writing (which consent will not unreasonably be
           delayed or withheld), the Sponsors shall be deemed to have complied
           with their obligations to make Class A Spon



                                       5

 
          sors' Loans and/or Class B Sponsors' Loans to the extent, but only to
          the extent, that AMD Holding shall have made additional contributions
          to AMD Saxonia's Equity Capital (or other contribution to AMD
          Saxonia's capital reserves) which contributions are not otherwise
          required to be made pursuant hereto or to any other Operative
          Document;

     (iv) the Sponsors shall not be relieved:

          (a)  of the foregoing obligation by virtue of any Equity Capital (or
               other contribution to AMD Saxonia's capital reserves) contributed
               or required to be contributed to AMD Saxonia pursuant to Section
                                                                        -------
               2.1 of the Sponsors' Support Agreement or (except as, and to the
               ---
               extent, provided in clause (iii) above) otherwise;
                                   ------------

          (b)  of any obligation to make Class A Sponsors' Loans (or to
               contribute additional Equity Capital or other contributions to
               AMD Saxonia's capital reserves in lieu thereof) by virtue of any
               payment made by either Sponsor under the Sponsors' Guaranty; or

          (c)  of any obligation following Completion to make Class B Sponsors'
               Loans until and unless the Sponsors shall have paid all amounts
               payable under the Sponsors' Guaranty following a demand for
               payment made by the Agent thereunder (it being understood and
               agreed that the obligation of the Sponsors to make Class B
               Sponsors' Loans shall be subject to the occurrence of
               Completion);

     (v)  each Class A Sponsors' Loan shall be denominated in Deutsche Marks and
          the Deutsche Mark Equivalent thereof shall be calculated for the
          purpose of determining whether the Sponsors have complied with their
          obligations under Section 2.2; provided, however, that any Class A
                            -----------  --------  -------
          Sponsors' Loan may, with the consent of the Agent (such consent not to
          be unreasonably delayed or withheld), be funded in Dollars, but for
          all purposes of this Agreement and the Sponsors' Support Agreement
          shall be deemed to have been funded in Deutsche Marks in an amount
          which is equal to the Deutsche Mark Equivalent thereof; and

     (vi) the amounts set forth in this Section 2.1 are cumulative minimum
                                        -----------
          aggregate amounts for both Sponsors, collectively; nothing contained
          herein shall be deemed to preclude the Sponsors (or either of them)
          from making additional Sponsors' Loans in order to fulfil their
          respective obligations contained in Article IV, V, VI, or VII of the
                                              ----------  -  --     ---
          Sponsors' Support Agreement, or for any other reason.


                                       6

 
SECTION 2.2 Time of Class A Sponsors' Loans. The Class A Sponsors' Loans will be
made in cash and in Same Day Funds and will be made as follows:

     (i)  at least DM 145,000,000 (one hundred forty five million Deutsche
          Marks) for all such Class A Sponsors' Loans, the exact amount thereof
          being equal to the Deutsche Mark Equivalent of $100,000,000 (one
          hundred million Dollars) for all such Class A Sponsors' Loans, by the
          earlier to occur of:

          (a)  the acceleration of the Advances under the Loan Agreement
               following the occurrence of an Event of Default (it being
               understood and agreed that if, at the time of any such
               acceleration, the Primary Secured Obligations are less than the
               amount otherwise required to be lent to AMD Saxonia under this
               Section 2.2(i), the amount of such Class A Sponsors' Loans shall
               --------------
               be an amount which, when added to the aggregate amount of all
               Sponsors' Loans and/or other contributions to AMD Saxonia's
               Equity Capital or capital reserves then concurrently being made,
               is equal to the Primary Secured Obligations at such time); and

          (b)  December 31, 1998; and

     (ii) at least a further DM 145,000,000 (one hundred forty five million
          Deutsche Marks) for all such Class A Sponsors' Loans, the exact amount
          thereof being equal to the Deutsche Mark Equivalent of $100,000,000
          (one hundred million Dollars) for all such Class A Sponsors' Loans, by
          the earlier to occur of:

          (a)  the acceleration of the Advances under the Loan Agreement
               following the occurrence of an Event of Default (it being
               understood and agreed that if, at the time of any such
               acceleration, the Primary Secured Obligations are less than the
               amount otherwise required to be lent to AMD Saxonia under this
               Section 2.2(ii), the amount of such Class A Sponsors' Loans shall
               ---------------
               be an amount which, when added to the aggregate amount of all
               Sponsors' Loans and/or other contributions to AMD Saxonia's
               Equity Capital or capital reserves then concurrently being made,
               is equal to the Primary Secured Obligations at such time); and

          (b)  December 31, 1999;

          provided, however, that such Class A Sponsors' Loans shall be required
          -----------------
          to be made in whole or in part prior to the aforesaid dates if, but
          only to the extent that, the ratio of: 



                                       7

 
               (x)  the sum of

                    (1)  the then aggregate outstanding principal amount of the
                         Sponsors' Loans,

                    plus
                    ----

                    (2)  the then aggregate amount of AMD Saxonia's Equity
                         Capital and capital reserves

               to
               --

               (y)  the then aggregate outstanding principal amount of the
                    Advances, under the Loan Agreement,

          is less than 25:75.


SECTION 2.3 Time of Class B Sponsors' Loans. The Class B Sponsors' Loans will be
made in cash and in Same Day Funds and will be made upon first written demand by
the Security Agent to the extent necessary to remedy any shortfall in the Fixed
Charge Coverage Ratio as required by the Security Agent at any time and from
time to time following Completion if, on or as of a Financial Ratio Calculation
Date, AMD Saxonia's Fixed Charge Coverage Ratio is less than 125%.


SECTION 2.4 Voluntary Sponsors' Loans.

     (i) Making of Voluntary Sponsors' Loans. On the terms and subject to the
     conditions of this Agreement, the Sponsors (or either of them) may, in
     order to comply with their obligations under the Sponsors' Support
     Agreement or for any other reason, from time to time at their option (but
     shall not be required to), on any Business Day, make additional Sponsors'
     Loans to AMD Saxonia (herein collectively called the 'Voluntary Sponsors'
                                                           -------------------
     Loans').
     -----

     (ii) Timing of Voluntary Sponsors' Loans. Voluntary Sponsors' Loans may be
     made by a Sponsor from time to time on at least two (2) Business Days'
     prior notice to AMD Saxonia and the Agent.


SECTION 2.5 Subordination of Sponsors' Loans; Acknowledgment of Subordination.
The Sponsors and AMD Saxonia acknowledge and agree that the obligation of AMD
Saxonia to repay the principal of and interest on the Sponsors' Loans shall be
subordinated to all obligations of AMD Saxonia to the Banks, the Agent, and the
Security Agent under or arising out of the Loan Agreement and any other
Operative Document, all as, and to the extent, provided in the Sponsors'
Subordination Agreement. 



                                       8

 
                                  ARTICLE III
                              Interest Provisions


SECTION 3.1 Interest Rate. The unpaid principal amount from time to time
outstanding of each Sponsors' Loan shall bear interest at a rate per annum equal
to 7%, compounded monthly. As provided in the Sponsors' Subordination Agreement,
payment of interest on the Sponsors' Loans has been subordinated to the Senior
Liabilities (as therein defined) and, once permitted to be paid by AMD Saxonia
pursuant to the Sponsors' Subordination Agreement, shall be paid quarterly in
arrears.


SECTION 3.2 Computation of Interest. Interest shall be computed on the basis of
the actual number of days elapsed and a 360-day year.


                                   ARTICLE IV
                          Disbursements and Prepayments


SECTION 4.1 Disbursements and Repayments. The proceeds of each Sponsors' Loan
shall be deposited to the Operating Account. Subject to the Sponsors'
Subordination Agreement, all payments to be made by AMD Saxonia in respect of
the Sponsors' Loans shall be made to the applicable Sponsor(s) that made such
Sponsors' Loans at its address as set forth in Section 6.5 (or to such other
                                               -----------
address or account as such Sponsor may specify by written notice to AMD Saxonia
and the Agent), not later than noon, Frankfurt time, on the date due (after
giving effect to any extension of any such due date contemplated hereby); and
funds received after that hour shall be deemed to have been received on the next
succeeding Business Day.


                                    ARTICLE V
                            Obligations Unconditional


SECTION 5.1 Absolute and Unconditional Nature of the Sponsors' Obligations. The
obligation of the Sponsors to perform their respective obligations under this
Agreement, and the right of AMD Saxonia to receive the proceeds of each
Sponsors' Loan to be made by or on behalf of either of the Sponsors as provided
herein, shall be absolute and unconditional, it being the intention of the
parties hereto that all obligations of the Sponsors under or in connection with
this Agreement shall be paid and performed in all events in the manner and at
the times herein provided, irrespective of and without prejudice to, in
particular, any rights or remedies that are available to the other parties
hereto under any agreements or any applicable laws. The Sponsors shall be
entitled to set off, and to raise rights of retention, in respect of their
respective payment claims hereunder and under the other Operative Documents only
to the extent their respective counterclaims are undisputed or have been the
subject of a final judgment.



                                       9

 
                                   ARTICLE VI
                                  Miscellaneous


SECTION 6.1 No Waiver; Modifications in Writing. No failure or delay on the part
of AMD Saxonia in exercising any right, power, or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right,
power, or remedy preclude any other or further exercise thereof or the exercise
of any other right, power, or remedy. The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to AMD
Saxonia at law or otherwise. No amendment, modification, supplement,
termination, or waiver of or to any provision of this Agreement, or consent to
any departure by either of the Sponsors, or AMD Saxonia, therefrom, shall be
effective unless the same shall be in writing and signed by or on behalf of AMD
Saxonia and, if prior to the Loan Agreement Termination Date, the Agent and the
Security Agent.

Any waiver of any provision of this Agreement, and any consent to any departure
by either Sponsor from the terms of any provision of this Agreement, shall be
effective only in the specific instance and for the specific purpose for which
given. No notice to or demand on either Sponsor in any case shall entitle such
Sponsor to any other or further notice or demand in similar or other
circumstances.


SECTION 6.2 Severability of Provisions. In case any provision of this Agreement
is invalid or unenforceable, the validity or enforceability of the remaining
provisions hereof shall remain unaffected. The parties hereto shall have an
obligation to replace any invalid or unenforceable provision by a valid and
enforceable provision which approximates best the economic purpose of the
invalid provision.


SECTION 6.3 Termination. This Agreement and the obligations of the Sponsors to
make Sponsors' Loans shall terminate on the day that AMD Saxonia has paid in
full all of the Primary Secured Obligations, and the Banks shall have no other
or further commitments under or arising out of the Loan Agreement; provided,
                                                                   --------
that such obligations shall automatically revive and be reinstated (with effect
from the date of such reinstatement) if and to the extent that AMD Saxonia shall
subsequently have obligations under or arising out of the Loan Agreement.


SECTION 6.4 Assignment. This Agreement shall be binding upon and shall inure to
the benefit of each party hereto and their respective successors and assigns;
provided, however, that neither of the Sponsors nor AMD Saxonia shall have the
--------  -------
right to transfer or assign its rights under this Agreement prior to the Loan
Agreement Termination Date, without the prior written consent of the Agent and
the Security Agent.

                                       10

 
SECTION 6.5 Notice. All notices, demands, instructions, and other communications
required or permitted to be given to or made upon any party hereto or any other
Person shall be in writing and shall be personally delivered or sent by
registered or certified mail, postage pre-paid, return receipt requested, or by
pre-paid telex, TWX, or telegram, or by pre-paid courier service, or by
telecopier, and shall be deemed to be given for purposes of this Agreement on
the day that such writing is delivered or sent to the intended recipient thereof
in accordance with the provisions of this Section 6.5. Unless otherwise
                                          -----------
specified in a notice sent or delivered in accordance with the foregoing
provisions of this Section 6.5, notices, demands, instructions, and other
                   -----------
communications in writing shall be given to or made upon the respective parties
hereto and other Persons at their respective addresses (or to their respective
telex, TWX or telecopier numbers) indicated below.

           To AMD Inc.:    Advanced Micro Devices, Inc.
                           One AMD Place
                           Sunnyvale, California 94088
                           Attention: General Counsel
                           Facsimile No.: (1) (408) 749-3945

           To AMD Holding: AMD Saxony Holding GmbH
                           Washingtonstrasse 16 A/B
                           01139 Dresden
                           Attention: Geschaftsfuhrer
                           Facsimile No: (49) 351 8412 150

           To AMD Saxonia: AMD Saxony Manufacturing GmbH
                           Washingtonstrasse 16 A/B
                           01139 Dresden
                           Attention: Geschaftsfuhrer
                           Facsimile No: (49) 351 8412 150

with, in each case prior to the Loan Agreement Termination Date, a copy
concurrently delivered:

    To the Security Agent: Dresdner Bank AG, as Security Agent
                           Dr. Kulz-Ring 10
                           01067 Dresden
                           Attention: Direktion
                           Facsimile No.: (49) 351 489 1350

             To the Agent: Dresdner Bank AG, as Agent
                           Dr. Kulz-Ring 10
                           01067 Dresden
                           Attention: Direktion
                           Facsimile No.: (49) 351 489 1350


                                       11

 
SECTION 6.6 Relationship to Other Agreements. The rights of AMD Saxonia,
pursuant to this Agreement are in addition to any other rights or remedies which
AMD Saxonia may have under statutory law or other agreements between one or more
of AMD Saxonia, the Agent, the Security Agent, the Banks, and the Sponsors.


SECTION 6.7 EMU. European Economic and Monetary Union anticipate the
introduction of a single currency and the substitution of the national
currencies of Member States participating in Monetary Union. On the date on
which the Deutsche Mark is replaced by the single currency, conversion into such
currency shall take effect. The denomination of the original currency shall be
retained for so long as this is legally permissible. Conversions shall be based
on the officially fixed rate of conversion. Neither the introduction of the
single currency nor the substitution of the national currencies of the Member
States participating in European Monetary Union nor the fixing of the official
rate of conversion nor any economic consequences that arise from any of the
aforementioned events or in connection with European Monetary Union shall give
rise to any right to terminate prematurely, contest, cancel, rescind, modify, or
renegotiate this Agreement or any of its provisions or to raise any other
objections and/or exceptions or to assert any claims for compensation. This
Agreement shall continue in full force and effect in accordance with its terms.


                                   ARTICLE VII
                    Governing Law, Jurisdiction, and Language


SECTION 7.1 Governing Law; etc. NOTWITHSTANDING THAT THE SPONSORS' SUPPORT
AGREEMENT IS GOVERNED BY THE LAWS OF GERMANY, THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
THIS AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS TO WHICH ANY OF THE AMD
COMPANIES IS A PARTY CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES
HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR
AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.


SECTION 7.2 Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, OR UNDER, THIS AGREEMENT SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE
BOROUGH OF MANHATTAN OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK. EACH AMD COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS
TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE
BOROUGH OF MANHATTAN OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.
EACH AMD COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PRO 



                                       12

 
CESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF NEW YORK. EACH AMD COMPANY HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE
OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY AMD COMPANY HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, SUCH AMD COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF
ITS OBLIGATIONS UNDER THIS AGREEMENT.


SECTION 7.3 Waiver of Jury Trial. EACH AMD COMPANY HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY AMD COMPANY. EACH AMD COMPANY ACKNOWLEDGES
AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANKS
ENTERING INTO THE LOAN AGREEMENT AND EACH SUCH OTHER OPERATIVE DOCUMENT TO WHICH
THEY ARE A PARTY.


SECTION 7.4 Use of English Language. This Agreement has been executed in the
English language. All certificates, reports, notices, and other documents and
communications given or delivered pursuant to this Agreement shall be in the
English language and, if reasonably requested by the Agent, a certified German
translation thereof shall be furnished by the relevant party promptly following
such request. In the event of any inconsistency, the English language version of
any such document shall control.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers or agents thereunto duly authorized, as of
the date first above written.


                                       13

 
                                           ADVANCED MICRO DEVICES, INC.


                                           By /s/ Marvin D. Burkett
                                              ----------------------------------

                                           Its
                                              ----------------------------------




                                           AMD SAXONY HOLDING GMBH


                                           By /s/ Marvin D. Burkett
                                              ----------------------------------




                                           AMD SAXONY MANUFACTURING GMBH


                                           By /s/ Jack L. Saltich
                                              ----------------------------------



                                       14