{"id":41319,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/sponsors-loan-agreement-advanced-micro-devices-inc-amd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"sponsors-loan-agreement-advanced-micro-devices-inc-amd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/sponsors-loan-agreement-advanced-micro-devices-inc-amd.html","title":{"rendered":"Sponsors&#8217; Loan Agreement &#8211; Advanced Micro Devices Inc., AMD Saxony Holding GmbH and AMD Saxony Manufacturing GmbH"},"content":{"rendered":"<pre>\n                            SPONSORS' LOAN AGREEMENT\n\n                               Dated 11 March 1997\n\n                                     between\n\n                          ADVANCED MICRO DEVICES, INC.,\n\n                            AMD SAXONY HOLDING GMBH,\n\n                                       and\n\n                          AMD SAXONY MANUFACTURING GMBH\n\n\n\n--------------------------------------------------------------------------------\n\n \n                            SPONSORS' LOAN AGREEMENT\n\n     THIS SPONSORS' LOAN AGREEMENT, dated 11 March 1997, is made between\nADVANCED MICRO DEVICES, INC., a corporation organised and existing under the\nlaws of the State of Delaware, United States of America, with its chief\nexecutive office and principal place of business at One AMD Place, Sunnyvale,\nCalifornia 94088, United States of America ('AMD Inc.'), AMD SAXONY HOLDING\n                                             -------\nGMBH, Dresden, registered in the Commercial Register of the Dresden County Court\nHRB 13931 ('AMD Holding'; and, together with AMD Inc., collectively, the\n            -----------\n'Sponsors'), and AMD SAXONY MANUFACTURING GMBH, Dresden, registered in the\n -------- \nCommercial Register of the Dresden County Court HRB 13186 ('AMD Saxonia').\n                                                            -----------\n                              W I T N E S S E T H :\n\n     WHEREAS, AMD Saxonia, a wholly-owned Subsidiary (such and other capitalised\nterms being used herein with the meanings provided in Section 1.1) of AMD\n                                                      -----------\nHolding, which is, in turn, a wholly owned Subsidiary of AMD Inc., has been\nformed for the purpose of constructing, owning, and operating (i) the Plant and\n(ii) the integrated Design Center (the construction, ownership, and operation of\nthe Plant and the Design Center being hereinafter called the 'Project');\n                                                              -------\n\n     WHEREAS, in order to finance the construction of the Plant and the Design\nCenter, and start up costs of the operation of the Plant, (i) the Sponsors will\nmake substantial subordinated loans to, and AMD Holding will make substantial\nequity investments in, AMD Saxonia, and (ii) AMD Saxonia has entered into a\nSyndicated Loan Agreement, dated 11 March 1997 (the 'Loan Agreement'), with the\n                                                     --------------\nbanks from time to time party thereto (hereinafter collectively called the\n'Banks' and individually called a 'Bank'), Dresdner Bank AG ('Dresdner'), as\n -----                             ----                       --------\nAgent (in such capacity, the 'Agent') for the Banks, and as Security Agent (in\n                              -----\nsuch capacity, the 'Security Agent') for the Secured Parties referred to below,\n                    --------------\nand Dresdner Bank Luxembourg S.A., as Paying Agent (in such capacity, the\n'Paying Agent'), providing, inter alia, for two separate senior secured term and\n ------------               ----------\nstandby facilities aggregating up to DM1,650,000,000 (one billion six hundred\nfifty million Deutsche Marks);\n\n     WHEREAS, the Sponsors desire that the Project be constructed and completed\nand are entering into this Agreement with AMD Saxonia for the purpose, among\nother things, of providing certain undertakings to and for the benefit of AMD\nSaxonia, the Agent, the Banks, the Security Agent, and the Secured Parties;\n\n     WHEREAS, as contemplated by the Sponsors' Support Agreement and the Loan\nAgreement, AMD Saxonia, each Bank, the Agent, and the Security Agent each\ndesires to obtain a commitment from the Sponsors to make certain unsecured\nsubordinated loans to AMD Saxonia to enable AMD Saxonia to fulfill certain of\nits obligations under the Loan Agreement;\n\n     WHEREAS, the Sponsors are willing to extend such commitment on the terms\nand subject to the conditions hereinafter set forth; and\n\n\n\n                                       2\n\n \n     WHEREAS, a condition precedent to the initial Advance is, inter alia, the\n                                                               ----------\nexecution and delivery by the Sponsors of this Agreement and, in extending\ncredit to AMD Saxonia under the Loan Agreement, the Banks are relying on the\nundertakings of the Sponsors contained herein;\n\n     NOW, THEREFORE, the Sponsors and AMD Saxonia, agree as follows:\n\n\n                                    ARTICLE I\n                        Definitions and Accounting Terms\n\n\nSECTION 1.1 Definitions. Unless otherwise defined herein, terms used herein have\nthe meanings assigned to such terms in the Sponsors' Support Agreement. In\naddition, the following terms (whether or not underlined) when used in this\nAgreement, including its preamble and recitals, shall, except where the context\notherwise requires, have the following meanings (such meanings to be equally\napplicable to the singular and plural forms thereof):\n\n     'Agent' has the meaning assigned to that term in the second recital of this\n      -----                                               --------------\nAgreement.\n\n     'Agreement' means this Sponsors' Loan Agreement, as the same may at any\n      ---------\ntime be amended or modified in accordance with the terms hereof and in effect.\n\n     'AMD Holding' has the meaning assigned to that term in the introduction to\n      -----------                                               ------------\nthis Agreement.\n\n     'AMD Inc.' has the meaning assigned to that term in the introduction to\n      -------                                                ------------\nthis Agreement.\n\n     'AMD Saxonia' has the meaning assigned to that term in the introduction to\n      -----------                                               ------------\nthis Agreement.\n\n     'Bank' and 'Banks' have the respective meanings assigned to those terms in\n      ----       ----- \nthe second recital of this Agreement.\n    --------------\n\n     'Class A Sponsors' Loans' has the meaning assigned to that term in Section\n      -----------------------                                           -------\n2.1.\n---\n\n     'Class B Sponsors' Loans' has the meaning assigned to that term in Section\n      -----------------------                                           -------\n2.1.\n---\n\n     'Deutsche Mark Equivalent' means, with respect to any Class A Sponsors'\n      ------------------------\nLoan, the amount, expressed in Deutsche Marks, which results from the conversion\nof Dollars to Deutsche Marks at a spot rate of exchange equal to the greater of\n(i) DM 1.45 for $ 1.00 and (ii) the Agent's spot rate of exchange, expressed in\nDeutsche Marks, for the sale of Dollars \n\n\n\n                                       3\n\n \nfor Deutsche Marks prevailing on the date two (2) Business Days prior to the\ndate such Class A Sponsors' Loan is or was due to be made.\n\n\n     'Dresdner' has the meaning assigned to that term in the second recital of\n      --------                                               --------------\nthis Agreement.\n\n     'Loan Agreement' has the meaning assigned to that term in the second\n      --------------                                               ------\nrecital of this Agreement.\n-------\n\n     'Paying Agent' has the meaning assigned to that term in the second recital\n      ------------                                               --------------\nof this Agreement.\n\n     'Project' has the meaning assigned to that term in the first recital of\n      -------                                               -------------\nthis Agreement.\n\n     'Required Sponsors' Loans' has the meaning assigned to that term in Section\n      ------------------------                                           -------\n2.1.\n---\n\n     'Security Agent' has the meaning assigned to that term in the second\n      --------------                                               ------\nrecital of this Agreement.\n-------\n\n     'Sponsors' has the meaning assigned to that term in the introduction to\n      --------                                               ------------\nthis Agreement.\n\n     'Sponsors' Loan' means an unsecured, subordinated loan that is or is\n      --------------\nrequired to be made by a Sponsor to AMD Saxonia pursuant hereto, which loans are\nsubordinated pursuant to the Sponsors' Subordination Agreement (including any\nsuch loan made prior to the Loan Agreement Effective Date as contemplated by\nSection 2.1).\n-----------\n\n     'Sponsors' Support Agreement' means the Sponsors' Support Agreement, of\n      ---------------------------\neven date herewith, between the Sponsors, the Agent, and the Security Agent.\n\n     'Voluntary Sponsors' Loans' has the meaning assigned to that term in\n      -------------------------\nSection 2.4.\n-----------\n\nSECTION 1.2 Miscellaneous. In this Agreement, unless the context requires\notherwise, (i) any reference to an Operative Document shall be to such Operative\nDocument as the same may have been or from time to time may be amended, varied,\nre-issued, replaced, novated, or supplemented, in each case, in accordance with\nthe terms thereof and hereof, and in effect; (ii) any statutory provisions shall\nbe construed as references to those provisions as amended, modified, re-enacted,\nor replaced from time to time; (iii) words importing a gender include every\ngender; and (iv) references to Sections are to Sections of this Agreement.\nSection headings are inserted for reference only and shall be ignored in\nconstruing this Agreement. A time of day, unless otherwise specified, shall be\nconstrued as a reference to Frankfurt am Main time.\n\n\n                                       4\n\n \n                                   ARTICLE II\n                          Subordinated Loan Provisions\n\n\nSECTION 2.1 Required Sponsors' Loans. On the terms and subject to the conditions\nof this Agreement, the Sponsors, jointly and severally, hereby undertake that\neither Sponsor or both of the Sponsors will make Sponsors' Loans to AMD Saxonia:\n\n     (i)  in an aggregate principal amount of at least DM 290,000,000 (two\n          hundred ninety million Deutsche Marks) for all such Sponsors' Loans,\n          the exact amount thereof being equal to the Deutsche Mark Equivalent\n          of $200,000,000 (two hundred million Dollars) for all such Sponsors'\n          Loans, as contemplated by Section 2.2 (the 'Class A Sponsors' Loans');\n                                    -----------       -----------------------\n          and\n\n     (ii) in an aggregate principal amount of up to an additional DM 145,000,000\n          (one hundred forty five million Deutsche Marks) as contemplated by\n          Section 2.3 (the 'Class B Sponsors' Loans'; and, together with the\n          -----------       -----------------------\n          Class A Sponsors' Loans, collectively, the 'Required Sponsors'\n                                                      ------------------\n          Loans').\n          -----\n\n\nFor the avoidance of doubt:\n\n     (i)   the obligations of the Sponsors under this Agreement are intended to\n           reflect, rather than to be in addition to, the obligations of the\n           Sponsors pursuant to the Sponsors' Support Agreement;\n\n     (ii)  to the extent, but only to the extent, reflected in AMD Saxonia's\n           financial statements referred to in ss.15.1.6 of the Loan Agreement\n                                                  ------\n           (or, if not so reflected, as certified by AMD Inc. to the Agent and\n           the Security Agent as of the Loan Agreement Effective Date),\n           Sponsors' Loans made to AMD Saxonia prior to the Loan Agreement\n           Effective Date, and\/or contributions by AMD Holding to AMD Saxonia's\n           capital reserves prior to the Loan Agreement Effective Date (to the\n           extent, but only to the extent, not otherwise taken into account in\n           determining whether AMD Holding has complied with its obligations\n           under Article II of the Sponsors' Support Agreement), shall\n                 ----------\n           be taken into account as Class A Sponsors' Loans in determining\n           whether the Sponsors shall have complied with their obligations under\n           this Article II;\n                ----------\n\n     (iii) although the obligations of the Sponsors contained in this Article II\n                                                                      ----------\n           are in addition to, and not in limitation of, their respective\n           obligations contained elsewhere in this Agreement and in the other\n           Operative Documents, if the Agent shall have otherwise expressly\n           consented thereto in writing (which consent will not unreasonably be\n           delayed or withheld), the Sponsors shall be deemed to have complied\n           with their obligations to make Class A Spon\n\n\n\n                                       5\n\n \n          sors' Loans and\/or Class B Sponsors' Loans to the extent, but only to\n          the extent, that AMD Holding shall have made additional contributions\n          to AMD Saxonia's Equity Capital (or other contribution to AMD\n          Saxonia's capital reserves) which contributions are not otherwise\n          required to be made pursuant hereto or to any other Operative\n          Document;\n\n     (iv) the Sponsors shall not be relieved:\n\n          (a)  of the foregoing obligation by virtue of any Equity Capital (or\n               other contribution to AMD Saxonia's capital reserves) contributed\n               or required to be contributed to AMD Saxonia pursuant to Section\n                                                                        -------\n               2.1 of the Sponsors' Support Agreement or (except as, and to the\n               ---\n               extent, provided in clause (iii) above) otherwise;\n                                   ------------\n\n          (b)  of any obligation to make Class A Sponsors' Loans (or to\n               contribute additional Equity Capital or other contributions to\n               AMD Saxonia's capital reserves in lieu thereof) by virtue of any\n               payment made by either Sponsor under the Sponsors' Guaranty; or\n\n          (c)  of any obligation following Completion to make Class B Sponsors'\n               Loans until and unless the Sponsors shall have paid all amounts\n               payable under the Sponsors' Guaranty following a demand for\n               payment made by the Agent thereunder (it being understood and\n               agreed that the obligation of the Sponsors to make Class B\n               Sponsors' Loans shall be subject to the occurrence of\n               Completion);\n\n     (v)  each Class A Sponsors' Loan shall be denominated in Deutsche Marks and\n          the Deutsche Mark Equivalent thereof shall be calculated for the\n          purpose of determining whether the Sponsors have complied with their\n          obligations under Section 2.2; provided, however, that any Class A\n                            -----------  --------  -------\n          Sponsors' Loan may, with the consent of the Agent (such consent not to\n          be unreasonably delayed or withheld), be funded in Dollars, but for\n          all purposes of this Agreement and the Sponsors' Support Agreement\n          shall be deemed to have been funded in Deutsche Marks in an amount\n          which is equal to the Deutsche Mark Equivalent thereof; and\n\n     (vi) the amounts set forth in this Section 2.1 are cumulative minimum\n                                        -----------\n          aggregate amounts for both Sponsors, collectively; nothing contained\n          herein shall be deemed to preclude the Sponsors (or either of them)\n          from making additional Sponsors' Loans in order to fulfil their\n          respective obligations contained in Article IV, V, VI, or VII of the\n                                              ----------  -  --     ---\n          Sponsors' Support Agreement, or for any other reason.\n\n\n                                       6\n\n \nSECTION 2.2 Time of Class A Sponsors' Loans. The Class A Sponsors' Loans will be\nmade in cash and in Same Day Funds and will be made as follows:\n\n     (i)  at least DM 145,000,000 (one hundred forty five million Deutsche\n          Marks) for all such Class A Sponsors' Loans, the exact amount thereof\n          being equal to the Deutsche Mark Equivalent of $100,000,000 (one\n          hundred million Dollars) for all such Class A Sponsors' Loans, by the\n          earlier to occur of:\n\n          (a)  the acceleration of the Advances under the Loan Agreement\n               following the occurrence of an Event of Default (it being\n               understood and agreed that if, at the time of any such\n               acceleration, the Primary Secured Obligations are less than the\n               amount otherwise required to be lent to AMD Saxonia under this\n               Section 2.2(i), the amount of such Class A Sponsors' Loans shall\n               --------------\n               be an amount which, when added to the aggregate amount of all\n               Sponsors' Loans and\/or other contributions to AMD Saxonia's\n               Equity Capital or capital reserves then concurrently being made,\n               is equal to the Primary Secured Obligations at such time); and\n\n          (b)  December 31, 1998; and\n\n     (ii) at least a further DM 145,000,000 (one hundred forty five million\n          Deutsche Marks) for all such Class A Sponsors' Loans, the exact amount\n          thereof being equal to the Deutsche Mark Equivalent of $100,000,000\n          (one hundred million Dollars) for all such Class A Sponsors' Loans, by\n          the earlier to occur of:\n\n          (a)  the acceleration of the Advances under the Loan Agreement\n               following the occurrence of an Event of Default (it being\n               understood and agreed that if, at the time of any such\n               acceleration, the Primary Secured Obligations are less than the\n               amount otherwise required to be lent to AMD Saxonia under this\n               Section 2.2(ii), the amount of such Class A Sponsors' Loans shall\n               ---------------\n               be an amount which, when added to the aggregate amount of all\n               Sponsors' Loans and\/or other contributions to AMD Saxonia's\n               Equity Capital or capital reserves then concurrently being made,\n               is equal to the Primary Secured Obligations at such time); and\n\n          (b)  December 31, 1999;\n\n          provided, however, that such Class A Sponsors' Loans shall be required\n          -----------------\n          to be made in whole or in part prior to the aforesaid dates if, but\n          only to the extent that, the ratio of: \n\n\n\n                                       7\n\n \n               (x)  the sum of\n\n                    (1)  the then aggregate outstanding principal amount of the\n                         Sponsors' Loans,\n\n                    plus\n                    ----\n\n                    (2)  the then aggregate amount of AMD Saxonia's Equity\n                         Capital and capital reserves\n\n               to\n               --\n\n               (y)  the then aggregate outstanding principal amount of the\n                    Advances, under the Loan Agreement,\n\n          is less than 25:75.\n\n\nSECTION 2.3 Time of Class B Sponsors' Loans. The Class B Sponsors' Loans will be\nmade in cash and in Same Day Funds and will be made upon first written demand by\nthe Security Agent to the extent necessary to remedy any shortfall in the Fixed\nCharge Coverage Ratio as required by the Security Agent at any time and from\ntime to time following Completion if, on or as of a Financial Ratio Calculation\nDate, AMD Saxonia's Fixed Charge Coverage Ratio is less than 125%.\n\n\nSECTION 2.4 Voluntary Sponsors' Loans.\n\n     (i) Making of Voluntary Sponsors' Loans. On the terms and subject to the\n     conditions of this Agreement, the Sponsors (or either of them) may, in\n     order to comply with their obligations under the Sponsors' Support\n     Agreement or for any other reason, from time to time at their option (but\n     shall not be required to), on any Business Day, make additional Sponsors'\n     Loans to AMD Saxonia (herein collectively called the 'Voluntary Sponsors'\n                                                           -------------------\n     Loans').\n     -----\n\n     (ii) Timing of Voluntary Sponsors' Loans. Voluntary Sponsors' Loans may be\n     made by a Sponsor from time to time on at least two (2) Business Days'\n     prior notice to AMD Saxonia and the Agent.\n\n\nSECTION 2.5 Subordination of Sponsors' Loans; Acknowledgment of Subordination.\nThe Sponsors and AMD Saxonia acknowledge and agree that the obligation of AMD\nSaxonia to repay the principal of and interest on the Sponsors' Loans shall be\nsubordinated to all obligations of AMD Saxonia to the Banks, the Agent, and the\nSecurity Agent under or arising out of the Loan Agreement and any other\nOperative Document, all as, and to the extent, provided in the Sponsors'\nSubordination Agreement. \n\n\n\n                                       8\n\n \n                                  ARTICLE III\n                              Interest Provisions\n\n\nSECTION 3.1 Interest Rate. The unpaid principal amount from time to time\noutstanding of each Sponsors' Loan shall bear interest at a rate per annum equal\nto 7%, compounded monthly. As provided in the Sponsors' Subordination Agreement,\npayment of interest on the Sponsors' Loans has been subordinated to the Senior\nLiabilities (as therein defined) and, once permitted to be paid by AMD Saxonia\npursuant to the Sponsors' Subordination Agreement, shall be paid quarterly in\narrears.\n\n\nSECTION 3.2 Computation of Interest. Interest shall be computed on the basis of\nthe actual number of days elapsed and a 360-day year.\n\n\n                                   ARTICLE IV\n                          Disbursements and Prepayments\n\n\nSECTION 4.1 Disbursements and Repayments. The proceeds of each Sponsors' Loan\nshall be deposited to the Operating Account. Subject to the Sponsors'\nSubordination Agreement, all payments to be made by AMD Saxonia in respect of\nthe Sponsors' Loans shall be made to the applicable Sponsor(s) that made such\nSponsors' Loans at its address as set forth in Section 6.5 (or to such other\n                                               -----------\naddress or account as such Sponsor may specify by written notice to AMD Saxonia\nand the Agent), not later than noon, Frankfurt time, on the date due (after\ngiving effect to any extension of any such due date contemplated hereby); and\nfunds received after that hour shall be deemed to have been received on the next\nsucceeding Business Day.\n\n\n                                    ARTICLE V\n                            Obligations Unconditional\n\n\nSECTION 5.1 Absolute and Unconditional Nature of the Sponsors' Obligations. The\nobligation of the Sponsors to perform their respective obligations under this\nAgreement, and the right of AMD Saxonia to receive the proceeds of each\nSponsors' Loan to be made by or on behalf of either of the Sponsors as provided\nherein, shall be absolute and unconditional, it being the intention of the\nparties hereto that all obligations of the Sponsors under or in connection with\nthis Agreement shall be paid and performed in all events in the manner and at\nthe times herein provided, irrespective of and without prejudice to, in\nparticular, any rights or remedies that are available to the other parties\nhereto under any agreements or any applicable laws. The Sponsors shall be\nentitled to set off, and to raise rights of retention, in respect of their\nrespective payment claims hereunder and under the other Operative Documents only\nto the extent their respective counterclaims are undisputed or have been the\nsubject of a final judgment.\n\n\n\n                                       9\n\n \n                                   ARTICLE VI\n                                  Miscellaneous\n\n\nSECTION 6.1 No Waiver; Modifications in Writing. No failure or delay on the part\nof AMD Saxonia in exercising any right, power, or remedy hereunder shall operate\nas a waiver thereof, nor shall any single or partial exercise of any such right,\npower, or remedy preclude any other or further exercise thereof or the exercise\nof any other right, power, or remedy. The remedies provided for herein are\ncumulative and are not exclusive of any remedies that may be available to AMD\nSaxonia at law or otherwise. No amendment, modification, supplement,\ntermination, or waiver of or to any provision of this Agreement, or consent to\nany departure by either of the Sponsors, or AMD Saxonia, therefrom, shall be\neffective unless the same shall be in writing and signed by or on behalf of AMD\nSaxonia and, if prior to the Loan Agreement Termination Date, the Agent and the\nSecurity Agent.\n\nAny waiver of any provision of this Agreement, and any consent to any departure\nby either Sponsor from the terms of any provision of this Agreement, shall be\neffective only in the specific instance and for the specific purpose for which\ngiven. No notice to or demand on either Sponsor in any case shall entitle such\nSponsor to any other or further notice or demand in similar or other\ncircumstances.\n\n\nSECTION 6.2 Severability of Provisions. In case any provision of this Agreement\nis invalid or unenforceable, the validity or enforceability of the remaining\nprovisions hereof shall remain unaffected. The parties hereto shall have an\nobligation to replace any invalid or unenforceable provision by a valid and\nenforceable provision which approximates best the economic purpose of the\ninvalid provision.\n\n\nSECTION 6.3 Termination. This Agreement and the obligations of the Sponsors to\nmake Sponsors' Loans shall terminate on the day that AMD Saxonia has paid in\nfull all of the Primary Secured Obligations, and the Banks shall have no other\nor further commitments under or arising out of the Loan Agreement; provided,\n                                                                   --------\nthat such obligations shall automatically revive and be reinstated (with effect\nfrom the date of such reinstatement) if and to the extent that AMD Saxonia shall\nsubsequently have obligations under or arising out of the Loan Agreement.\n\n\nSECTION 6.4 Assignment. This Agreement shall be binding upon and shall inure to\nthe benefit of each party hereto and their respective successors and assigns;\nprovided, however, that neither of the Sponsors nor AMD Saxonia shall have the\n--------  -------\nright to transfer or assign its rights under this Agreement prior to the Loan\nAgreement Termination Date, without the prior written consent of the Agent and\nthe Security Agent.\n\n                                       10\n\n \nSECTION 6.5 Notice. All notices, demands, instructions, and other communications\nrequired or permitted to be given to or made upon any party hereto or any other\nPerson shall be in writing and shall be personally delivered or sent by\nregistered or certified mail, postage pre-paid, return receipt requested, or by\npre-paid telex, TWX, or telegram, or by pre-paid courier service, or by\ntelecopier, and shall be deemed to be given for purposes of this Agreement on\nthe day that such writing is delivered or sent to the intended recipient thereof\nin accordance with the provisions of this Section 6.5. Unless otherwise\n                                          -----------\nspecified in a notice sent or delivered in accordance with the foregoing\nprovisions of this Section 6.5, notices, demands, instructions, and other\n                   -----------\ncommunications in writing shall be given to or made upon the respective parties\nhereto and other Persons at their respective addresses (or to their respective\ntelex, TWX or telecopier numbers) indicated below.\n\n           To AMD Inc.:    Advanced Micro Devices, Inc.\n                           One AMD Place\n                           Sunnyvale, California 94088\n                           Attention: General Counsel\n                           Facsimile No.: (1) (408) 749-3945\n\n           To AMD Holding: AMD Saxony Holding GmbH\n                           Washingtonstrasse 16 A\/B\n                           01139 Dresden\n                           Attention: Geschaftsfuhrer\n                           Facsimile No: (49) 351 8412 150\n\n           To AMD Saxonia: AMD Saxony Manufacturing GmbH\n                           Washingtonstrasse 16 A\/B\n                           01139 Dresden\n                           Attention: Geschaftsfuhrer\n                           Facsimile No: (49) 351 8412 150\n\nwith, in each case prior to the Loan Agreement Termination Date, a copy\nconcurrently delivered:\n\n    To the Security Agent: Dresdner Bank AG, as Security Agent\n                           Dr. Kulz-Ring 10\n                           01067 Dresden\n                           Attention: Direktion\n                           Facsimile No.: (49) 351 489 1350\n\n             To the Agent: Dresdner Bank AG, as Agent\n                           Dr. Kulz-Ring 10\n                           01067 Dresden\n                           Attention: Direktion\n                           Facsimile No.: (49) 351 489 1350\n\n\n                                       11\n\n \nSECTION 6.6 Relationship to Other Agreements. The rights of AMD Saxonia,\npursuant to this Agreement are in addition to any other rights or remedies which\nAMD Saxonia may have under statutory law or other agreements between one or more\nof AMD Saxonia, the Agent, the Security Agent, the Banks, and the Sponsors.\n\n\nSECTION 6.7 EMU. European Economic and Monetary Union anticipate the\nintroduction of a single currency and the substitution of the national\ncurrencies of Member States participating in Monetary Union. On the date on\nwhich the Deutsche Mark is replaced by the single currency, conversion into such\ncurrency shall take effect. The denomination of the original currency shall be\nretained for so long as this is legally permissible. Conversions shall be based\non the officially fixed rate of conversion. Neither the introduction of the\nsingle currency nor the substitution of the national currencies of the Member\nStates participating in European Monetary Union nor the fixing of the official\nrate of conversion nor any economic consequences that arise from any of the\naforementioned events or in connection with European Monetary Union shall give\nrise to any right to terminate prematurely, contest, cancel, rescind, modify, or\nrenegotiate this Agreement or any of its provisions or to raise any other\nobjections and\/or exceptions or to assert any claims for compensation. This\nAgreement shall continue in full force and effect in accordance with its terms.\n\n\n                                   ARTICLE VII\n                    Governing Law, Jurisdiction, and Language\n\n\nSECTION 7.1 Governing Law; etc. NOTWITHSTANDING THAT THE SPONSORS' SUPPORT\nAGREEMENT IS GOVERNED BY THE LAWS OF GERMANY, THIS AGREEMENT SHALL BE GOVERNED\nBY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.\nTHIS AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS TO WHICH ANY OF THE AMD\nCOMPANIES IS A PARTY CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES\nHERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR\nAGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.\n\n\nSECTION 7.2 Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED\nHEREON, OR ARISING OUT OF, OR UNDER, THIS AGREEMENT SHALL BE BROUGHT AND\nMAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE\nBOROUGH OF MANHATTAN OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN\nDISTRICT OF NEW YORK. EACH AMD COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS\nTO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE\nBOROUGH OF MANHATTAN OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN\nDISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.\nEACH AMD COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PRO \n\n\n\n                                       12\n\n \nCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR\nWITHOUT THE STATE OF NEW YORK. EACH AMD COMPANY HEREBY EXPRESSLY AND IRREVOCABLY\nWAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE\nOR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN\nANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN\nBROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY AMD COMPANY HAS OR\nHEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY\nLEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,\nATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS\nPROPERTY, SUCH AMD COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF\nITS OBLIGATIONS UNDER THIS AGREEMENT.\n\n\nSECTION 7.3 Waiver of Jury Trial. EACH AMD COMPANY HEREBY KNOWINGLY, VOLUNTARILY\nAND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF\nANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,\nTHIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER\nVERBAL OR WRITTEN) OR ACTIONS OF ANY AMD COMPANY. EACH AMD COMPANY ACKNOWLEDGES\nAND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS\nPROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANKS\nENTERING INTO THE LOAN AGREEMENT AND EACH SUCH OTHER OPERATIVE DOCUMENT TO WHICH\nTHEY ARE A PARTY.\n\n\nSECTION 7.4 Use of English Language. This Agreement has been executed in the\nEnglish language. All certificates, reports, notices, and other documents and\ncommunications given or delivered pursuant to this Agreement shall be in the\nEnglish language and, if reasonably requested by the Agent, a certified German\ntranslation thereof shall be furnished by the relevant party promptly following\nsuch request. In the event of any inconsistency, the English language version of\nany such document shall control.\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted by their respective officers or agents thereunto duly authorized, as of\nthe date first above written.\n\n\n                                       13\n\n \n                                           ADVANCED MICRO DEVICES, INC.\n\n\n                                           By \/s\/ Marvin D. Burkett\n                                              ----------------------------------\n\n                                           Its\n                                              ----------------------------------\n\n\n\n\n                                           AMD SAXONY HOLDING GMBH\n\n\n                                           By \/s\/ Marvin D. Burkett\n                                              ----------------------------------\n\n\n\n\n                                           AMD SAXONY MANUFACTURING GMBH\n\n\n                                           By \/s\/ Jack L. Saltich\n                                              ----------------------------------\n\n\n\n                                       14\n\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":[9561,9560],"class_list":["post-41319","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-advanced-micro-devices-inc","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41319","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=41319"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41319"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41319"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41319"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}