{"id":40062,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/loan-agreement-advanced-micro-devices-inc-hector-ruiz-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"loan-agreement-advanced-micro-devices-inc-hector-ruiz-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/loan-agreement-advanced-micro-devices-inc-hector-ruiz-and.html","title":{"rendered":"Loan Agreement &#8211; Advanced Micro Devices Inc., Hector Ruiz and Judy Ruiz"},"content":{"rendered":"<pre>\n                                 LOAN AGREEMENT\n                                 --------------\n\n     This Loan Agreement (\"Agreement\") is made this 19 day of June, 2001, by and\nbetween ADVANCED MICRO DEVICES, INC., a Delaware corporation (\"AMD\"), on the one\nhand, and HECTOR RUIZ and JUDY RUIZ (collectively, the \"Borrowers\"), on the\nother hand. AMD and Borrowers may be referred to collectively in this Agreement\nas the \"Parties.\"\n\n                                    RECITALS\n                                    --------\n\n     A. AMD has offered to loan Borrowers money, and Borrowers have accepted\nAMD's offer. The Borrowers principal residence is located in Austin, Texas. The\nloan proceeds are to be used by Borrowers solely for the purchase of a secondary\nresidence in California.\n\n     B. Borrowers and AMD wish to enter into this Agreement to set forth the\nterms and conditions relating to the loan to be made by AMD to Borrowers.\n\n     NOW, THEREFORE, in consideration of the covenants and conditions contained\nherein, and for other good and valuable consideration, the receipt and adequacy\nof which are hereby acknowledged, the Parties hereby agree as follows:\n\n                                    COVENANTS\n                                    ---------\n\n     1. Loan Amount. AMD hereby agrees to loan to Borrowers (the \"AMD Loan\") the\n        -----------\nsum of Two Million Dollars ($2,000,000.00) (the \"Loan Amount\"). The AMD Loan\nwill bear interest at one hundred percent (100%) of the mid-term applicable\nfederal rate (\"AFR\"), compounding annually, for the month(s) in which the AMD\nLoan funds are transferred to or on behalf of Borrowers.\n\n     2. Term. The AMD Loan will have a five-year term, subject to early\n        ----\nrepayment, commencing on the first date of the transfer of AMD Loan funds to or\non behalf of Borrowers (the \"Loan Date\").\n\n     3. Repayment. Borrowers agree to repay the entire principal Loan Amount by\n        ---------\nno later than five years from the Loan Date. Borrowers agree to pay accrued\ninterest on any outstanding Loan Amount as follows: the first interest payment\nfor the interest accrual period from the Loan Date through March 31, 2002 being\nmade by no later than April 15, 2002, and interest payments for each subsequent\n12-month accrual period ending on each subsequent March 31 being paid on or\nbefore each subsequent April 15th for as long as the AMD Loan remains\noutstanding.\n\n     4. Promissory Note. The AMD Loan shall be evidenced by a Promissory Note\n        ---------------\n(the \"Note\") substantially in the form of Exhibit A attached to and incorporated\n                                          ---------\nin this Agreement that Borrowers will execute and deliver to AMD with this\nAgreement. Borrowers agree to be bound by and adhere to the terms and conditions\nof the Note.\n\n     5. Collateral. The Note and this Agreement shall be secured by a Deed of\n        ----------\nTrust encumbering the real property purchased by Borrowers to be used as\nBorrowers' secondary residence while present in California (the \"Property\"), as\nmore particularly described in the Deed of Trust. The Deed of Trust shall be\nsubstantially in the form of Exhibit B attached to and incorporated in this\nAgreement. Borrowers agree to be bound by and adhere to the terms and conditions\nof the Deed of Trust.\n\n     6. No Transfer. The AMD Loan is not transferable.\n        -----------\n\n\n                                       1\n\n\n\n     7. Borrowers' Covenants. Borrowers agree as follows:\n        --------------------\n\n        a. The AMD Loan shall be used for the purchase and furnishing of the\nProperty, and\n\n        b. The Property will not be used for business or other purposes other\nthan as a secondary residence in California for Borrowers.\n\n     8. Acceleration of Repayment.\n        -------------------------\n\n        a. Borrowers agree to immediately repay the entire then outstanding Loan\nAmount, including accrued interest, on the earlier to occur of the following:\n\n               (i) Non-payment by Borrowers, or either of them, of any\nuncontested debt within 30 days of when due;\n\n               (ii) Appointment of a receiver or trustee to take possession of\nany real or personal property of Borrowers, or of either Borrower, including,\nbut not limited to, the Property, if not removed with 30 days;\n\n               (iii) Death of Hector Ruiz;\n\n               (iv) Insolvency, commission of an act of bankruptcy, or for\nrelief, under the provisions of the Bankruptcy Code of 1978, as amended, or\nunder any other law or laws for the relief of or relating to debtors, of, by or\nagainst Borrowers, or either of them;\n\n               (v) Hector Ruiz's voluntary termination of his employment with\nAMD or AMD's termination of Hector Ruiz's employment for cause;\n\n               (vi) Attachment of any voluntary or involuntary lien of any kind\nor character to the assets of Borrowers, or either of them, including, but not\nlimited to, Borrowers' further encumbrance of the Property, unless released\nwithin 30 days;\n\n               (vii) Sale, transfer or conveyance by Borrowers, or either of\nthem, of their interest in the Property to anyone other than AMD; or\n\n               (viii) Borrowers' failure to meet any of the conditions, perform\nany obligation or make any payment under this Agreement, the Note or the Deed of\nTrust.\n\n     9. Forgiveness.\n        ------------\n\n        a. In the event that AMD terminates the employment of Hector Ruiz for\nreasons other than cause, including a termination following a \"change of\ncontrol\" as defined in AMD's stock option plans, AMD agrees to forgive the\nbalance remaining on the AMD Loan, including accrued interest.\n\n        b. Borrowers understand that any balance remaining on the AMD Loan that\nmight be subject to forgiveness under Section 9.a., above, would be taxable\ncompensation to Borrowers.\n\n    10. Other Agreements. Borrowers agree, until the AMD Loan is repaid in\n        ----------------\nfull:\n\n        a. To take any action reasonably requested by AMD to carry out the\nintent of this Agreement; and\n\n\n                                       2\n\n\n\n        b. To reimburse AMD for any expense it incurs in the administration of\nthis Agreement, or of the Note or Deed of Trust executed in connection with this\nAgreement, including reasonable attorney's fees, if and as request by AMD.\n\n    11. Notices to AMD. Borrowers agree to notify AMD immediately in writing if:\n        --------------\n\n        a. Borrowers' home or billing address changes;\n\n        b. There is a material adverse change in Borrowers' financial condition,\nor an event has occurred that might result in a material adverse change in\nBorrowers' financial condition.\n\n    12. Default. AMD may declare Borrowers in default, without prior notice,\n        -------\nif:\n\n        a. Borrowers fail to meet any of the conditions, perform any obligation\nor make any payment under this Agreement, the Note, or the Deed of Trust;\n\n        b. Hector Ruiz dies before the AMD Loan is repaid;\n\n        c. Borrowers, or either of them, file a bankruptcy petition, a\nbankruptcy petition is filed against Borrowers, or either of them, or Borrowers\nmake a general assignment for the benefit of creditors before the AMD Loan is\nrepaid;\n\n        d. An attachment, execution, involuntary lien or other levy is issued or\nfiled against any assets of Borrowers, including but not limited to Borrowers'\nfurther encumbrance of the Property, unless released within 30 days;\n\n        e. Hector Ruiz voluntarily terminates his employment with AMD or the\nemployment is terminated by AMD for cause;\n\n        f. Borrowers, or either of them, sell, transfer, or in any way convey\ntheir interest in the Property to anyone other than AMD;\n\n        g. Appointment of a receiver or trustee to take possession of any real\nor personal property of Borrowers including but not limited to the Property, if\nnot removed within 30 days.\n\n    13. AMD's Rights Upon Default. If Borrowers default, AMD may, at its\n        -------------------------\nelection, accelerate the indebtedness of Borrowers to AMD under this Agreement\nand the Note, and declare the unpaid balance of the Note, including accrued\ninterest, immediately due and payable and exercise any and all of its rights,\nincluding judicial or non-judicial foreclosure on any security then held by AMD.\n\n    14. Enforcing This Agreement.\n        -------------------------\n\n        a. This Agreement shall be governed by and construed in accordance with\nthe laws of the State of California applicable to agreements made and to be\nperformed entirely within such State.\n\n        b. If AMD delays or waives exercising a right, it does not forfeit that\nright or any others. Borrowers waive any defense by reason of any other person's\nor business organization's (including any co-signer's) defense, disability, or\nrelease from liability. AMD can exercise its rights against any collateral, even\nif the Borrowers are no longer liable on the debt because of a statute of\nlimitations or for other reasons.\n\n\n                                       3\n\n\n\n        c. Each signatory to this Agreement is separately liable and all\nsignatories are liable together for the AMD Loan.\n\n        d. This Agreement shall be binding upon Borrowers and Borrowers' heirs,\npersonal representatives, executors, successors and assigns.\n\n        e. If AMD takes collection action or incurs any other expenses in\nconnection with enforcing this Agreement or the Note before the beginning of any\nlawsuit or arbitration proceeding, it is entitled to costs and reasonable\nattorney's fees, including any allocated costs of in-house counsel.\n\n        f. In the event of a lawsuit or other proceeding, the prevailing party\nis entitled to recover costs and reasonable attorney's fees (including allocated\ncosts of in-house counsel) incurred in connection with the lawsuit or other\nproceedings, as determined by the court or other person legally appointed to\nresolve the lawsuit or proceeding.\n\n        g. This Agreement, the Note and the Deed of Trust represent,\ncollectively, the sum of the understandings and agreements between AMD and\nBorrowers concerning the AMD Loan and replace any prior oral or written\nagreements between AMD and Borrowers concerning the AMD Loan.\n\n    15. Notice. Any notice Borrowers and AMD give to one another must be sent\n        ------\nto the addresses shown below:\n\n          AMD:                              BORROWERS:\n          Advanced Micro Devices, Inc.      Hector and Judy Ruiz\n          One AMD Place                     8218 Chalk Knoll\n          Sunnyvale, California 94088       Austin, TX 78735\n          Attn: Legal Department, MS-68\n\n    16. No Promise of Continued Employment. Nothing contained in this\n        ----------------------------------\nAgreement, the Note or the Deed of Trust, individually or collectively, shall\nserve as a promise of continued employment of Hector Ruiz by AMD or by any other\nAMD entity.\n\n         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the\ndate first written above.\n\n         ADVANCED MICRO DEVICES, INC.        HECTOR RUIZ\n\n         By:      \/s\/ Stan Winvick           By:      \/s\/ Hector Ruiz\n             -----------------------            --------------------------------\n                  Stan Winvick                            Hector Ruiz\n         Its:  Senior Vice President,\n         Human Resources                     Date:         6\/19\/01\n                                                  ------------------------------\n\n         Date:         7\/3\/01\n                --------------------\n                                             JUDY RUIZ\n\n                                             By:      \/s\/ Judy Ruiz\n                                                 -------------------------------\n                                                          Judy Ruiz\n\n                                             Date:         6\/19\/01\n                                                   -----------------------------\n\n                                       4\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6576],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9539,9544],"class_list":["post-40062","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-advanced-micro-devices-inc","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40062","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40062"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40062"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40062"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40062"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}