AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF FASL LLC a Delaware Limited Liability CompanyLimited Liability Company • August 12th, 2003 • Advanced Micro Devices Inc • Semiconductors & related devices • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) is made and entered into as of the 30th day of June, 2003 (the “Launch Date”), by and between AMD Investments, Inc., a Delaware corporation (“AMD Member”), and Fujitsu Microelectronics Holding, Inc., a Delaware corporation (“Fujitsu Member”), for the purpose of amending and restating the terms of the Limited Liability Company Operating Agreement dated May 15, 2003 (the “Original Agreement”) of FASL LLC (the “Company”), a limited liability company organized under the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). In addition, Advanced Micro Devices, Inc., a Delaware corporation (“AMD”), and Fujitsu Limited, a corporation organized under the laws of Japan (“Fujitsu”), are entering into this Agreement as of the date first set forth above and are parties hereto not in the capacity of Members of the Company but in order to receive the benefit of and be bound by the a
CONTRIBUTION AND ASSUMPTION AGREEMENT By and Among ADVANCED MICRO DEVICES, INC., AMD INVESTMENTS, INC., FUJITSU LIMITED, FUJITSU MICROELECTRONICS HOLDING, INC. and FASL LLC Dated as of June 30, 2003Contribution and Assumption Agreement • August 12th, 2003 • Advanced Micro Devices Inc • Semiconductors & related devices • California
This CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”) is dated as of June 30, 2003, by and among Advanced Micro Devices, Inc., a Delaware corporation (“AMD”), AMD Investments, Inc., a Delaware corporation (“AMD Investments”), Fujitsu Limited, a corporation organized under the laws of Japan (“Fujitsu”), Fujitsu Microelectronics Holding, Inc., a Delaware corporation (“Fujitsu Sub”), and FASL LLC, a Delaware limited liability company (the “Joint Venture”).
AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of July 11, 2003 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders, GENERAL ELECTRIC CAPITAL CORPORATION as the Agent and FASL LLC, as the BorrowerTerm Loan Agreement • August 12th, 2003 • Advanced Micro Devices Inc • Semiconductors & related devices • New York
Amended and Restated Term Loan Agreement, dated as of July 11, 2003, among the financial institutions listed on the signature pages hereof (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC”) with an office at 401 Merritt Seven, 2nd Floor, Norwalk, Connecticut 06856, as agent for the Lenders (in its capacity as agent for itself and the Lenders, together with its successors or affiliates in such capacity, the “Agent”), and FASL LLC, a Delaware limited liability company with an office at One AMD Place M/S 150, P.O. Box 3453, Sunnyvale, California 94086, as borrower (the “Borrower”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • August 12th, 2003 • Advanced Micro Devices Inc • Semiconductors & related devices • California
THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2003, by and among Advanced Micro Devices, Inc., a Delaware corporation (“AMD”), AMD Investments, Inc., a Delaware corporation (“AMD Investments,” and together with AMD, the “AMD Entities”), Fujitsu Limited, a corporation organized under the laws of Japan (“Fujitsu”), Fujitsu Microelectronics Holding, Inc., a Delaware corporation (“Fujitsu Sub,” and together with Fujitsu, the “Fujitsu Entities,” and collectively with the AMD Entities, the “Entities”), and FASL LLC, a Delaware limited liability company (the “Joint Venture” and collectively with the Entities, the “Parties”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of July 7, 2003 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders, BANK OF AMERICA, N.A. as the Agent and ADVANCED MICRO DEVICES, INC., and AMD INTERNATIONAL SALES & SERVICE, LTD.,...Loan and Security Agreement • August 12th, 2003 • Advanced Micro Devices Inc • Semiconductors & related devices • California
Amended and Restated Loan and Security Agreement, dated as of July 7, 2003, among the financial institutions listed on the signature pages hereof (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), Bank of America, N.A. (“the Bank”) with an office at 55 South Lake, Suite 900, Pasadena, CA 91101, as agent for the Lenders (in its capacity as agent, the “Agent”), and Advanced Micro Devices, Inc. (the “Parent”), a Delaware corporation, with offices at One AMD Place, Sunnyvale, CA 94088 and AMD International Sales & Service, Ltd. (“AMDISS”), a Delaware corporation, as co-borrowers (individually and collectively, the “Borrower”).
ASSET PURCHASE AGREEMENT By and Among ADVANCED MICRO DEVICES, INC., FUJITSU LIMITED and FASL LLC Dated as of June 30, 2003Asset Purchase Agreement • August 12th, 2003 • Advanced Micro Devices Inc • Semiconductors & related devices • California
This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of June 30, 2003, by and between Advanced Micro Devices, Inc., a Delaware corporation (“AMD”), Fujitsu Limited, a corporation organized under the laws of Japan (“Fujitsu”), and FASL LLC, a Delaware limited liability company (the “Joint Venture”).
AMD DISTRIBUTION AGREEMENT JUNE 30, 2003Amd Distribution Agreement • August 12th, 2003 • Advanced Micro Devices Inc • Semiconductors & related devices • California
THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2003 (the “Effective Date”), by and between FASL LLC, a Delaware limited liability company (“FASL”), and Advanced Micro Devices, Inc., a Delaware corporation (“AMD”). FASL and AMD are hereinafter also referred to as the “Parties” and individually as a “Party.”
AMD-FASL PATENT CROSS-LICENSE AGREEMENTAmd-Fasl Patent Cross-License Agreement • August 12th, 2003 • Advanced Micro Devices Inc • Semiconductors & related devices • California
THIS AMD-FASL PATENT CROSS-LICENSE AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2003 (the “Effective Date”), by and between Advanced Micro Devices, Inc., a Delaware corporation (“Parent”) and FASL LLC, a Delaware limited liability company (“FASL”). Parent and FASL are hereinafter also referred to, collectively, as the “Parties” and individually as a “Party.”
