Exhibit 10.50(f-3)
SECOND AMENDMENT
TO
SPONSORS' SUPPORT AGREEMENT
THIS SECOND AMENDMENT (this "Amendment"), dated June 29, 1999, is made between
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ADVANCED MICRO DEVICES, INC., a corporation organized 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 ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America ("AMD Inc."), AMD SAXONY HOLDING
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GMBH, Dresden, registered in the Commercial Register of the Dresden County
Court, HRB 13931 ("AMD Holding"; and, together with AMD Inc., collectively, the
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"Sponsors"), DRESDNER BANK LUXEMBOURG S.A., as Agent (and successor to Dresdner
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Bank AG ("Dresdner") in such capacity) under the Loan Agreement referred to
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below (in such capacity, the "Agent") for the Banks referred to below, and
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DRESDNER, as Security Agent under such Loan Agreement (in such capacity, the
"Security Agent"), for the Secured Parties referred to below.
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W I T N E S S E T H:
WHEREAS, AMD Saxony Manufacturing GmbH, Dresden, registered in the Commercial
Register of the Dresden Country Court HRB 13186 ("AMD Saxonia"), a wholly-owned
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Subsidiary (such and other capitalized terms being used in this Amendment with
the meanings set out in Section 1.1 of this Amendment) of AMD Holding, which is,
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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;
WHEREAS, in order to finance the construction of the Plant and the Design
Center, and start-up costs of the operation of the Plant, inter alia, (i) AMD
Saxonia has entered into the Loan Agreement (as defined below) providing, inter
alia, for two separate senior secured term and standby facilities aggregating up
to DM 1,650,000,000 (one billion six hundred fifty million Deutsche Marks), and
(ii) the Sponsors, the Agent and the Security Agent have entered into that
certain Sponsors' Support Agreement dated 11 March 1997, as amended by the First
Amendment to Sponsors' Support Agreement dated February 6, 1998 (as amended, the
"Sponsors' Support Agreement") providing (x) certain assurances to the Agent and
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Security Agent with respect to the completion of the Project, and (y) certain
undertakings to and for the benefit of the Secured Parties;
WHEREAS, AMD Saxonia wishes, with the consent of the Sponsors to, among other
things, replace the current Approved Project Budget with a revised Project
Budget, which shall henceforth become the Approved Project Budget;
WHEREAS, the Sponsors wish to revise the provisions in the Sponsors' Support
Agreement relating to the $70 million Class C Sponsors' Loan to reflect recent
amendments to the AMD Inc. Senior Secured Note Indenture, which amendments will
permit funding of the Class C
Sponsors' Loan without requiring compliance with the earnings test set forth in
the "Restricted Payments" covenant of the AMD Inc. Senior Secured Note
Indenture;
WHEREAS, the Sponsors, the Agent and the Security Agent desire to amend and
supplement the Sponsors' Support Agreement on the terms and subject to the
conditions of this Amendment; and
WHEREAS, concurrently herewith, the relevant parties are also amending the
Sponsors' Loan Agreement dated 11 March 1997 among AMD Saxonia, AMD Holding and
AMD Inc., as amended by the First Amendment to Sponsors' Loan Agreement dated
February 6, 1998 and the Syndicated Loan Agreement dated 11 March 1997 among AMD
Saxonia, the Agent, the Security Agent, and the banks party thereto, as amended
by the Supplemental Agreement to Loan Agreement dated February 6, 1998 (as
amended, the "Loan Agreement").
NOW, THEREFORE, the Sponsors, the Agent (for itself and on behalf of the Banks),
and the Security Agent (on behalf of the Secured Parties), agree as follows:
ARTICLE I
Definitions
SECTION 1.1 Definitions. Capitalized terms not otherwise defined in this
Amendment are used with the definitions assigned to them in the Sponsors'
Support Agreement.
SECTION 1.2 Construction. In this Amendment, unless the context requires
otherwise, references to Sections and Schedules are to Sections and Schedules of
the Sponsors' Support Agreement. Section headings are inserted for reference
only and shall be ignored in construing this Amendment.
ARTICLE II
Amendments
SECTION 2.1 The Sponsors' Support Agreement will be amended as more
particularly set out below. In all other respects, the Sponsors' Support
Agreement shall continue in full force and effect.
(i) In Section 1.1, the following changes shall be made:
(a) the following definitions shall be replaced as follows:
(1) ""AMD Inc. Senior Secured Note Indenture" means that certain
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Indenture, dated as of August 1, 1996, between AMD Inc. and
United States Trust Company of New York, as trustee, relating to
the issuance by AMD Inc. of $400,000,000 (four hundred million
Dollars) of its 11% Senior Secured Notes due 2003, as amended by
the First Supplemental Indenture dated as of January 13, 1999 and
by the Second Supplemental Indenture dated as of April 8, 1999."
(2) ""Contribution Date" means 30 June 1999."
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(ii) Section 3.4 shall be replaced as follows:
"SECTION 3.4 Time of Class C Sponsors' Loans. The Class C Sponsors' Loans will
be made in cash and in Same Day Funds and will be made in full, pursuant to
Section 4.07 of the AMD Inc. Senior Secured Note Indenture, without
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utilizing any of the provisions contained in the first proviso to Section
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4.07(iv) thereof, by the Contribution Date at the latest."
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ARTICLE III
Revised Budget
The parties hereto confirm that the Project Budget attached as Exhibit I hereto
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is, the "Approved Project Budget" for all purposes of the Sponsors' Support
Agreement until such time as there is another Approved Project Budget in
accordance with the terms of the Sponsors' Support Agreement.
ARTICLE IV
Miscellaneous
SECTION 4.1 Representations and Warranties. Each of the Sponsors hereby
represents and warrants that:
(a) Organization; Corporate Power. It is duly incorporated and validly
existing under the laws of the jurisdiction of its organization, and has
all necessary power and authority to execute and deliver this Amendment and
to consummate the transactions contemplated by the Sponsors' Support
Agreement, as amended hereby;
(b) Corporate Authority; No Conflict. The execution and delivery by it of this
Amendment, and the performance by it of its obligations under the Sponsors'
Support Agreement, as amended by this Amendment, have been duly authorized
by all necessary corporate action (including any necessary shareholder
action) on its part, and do not and will not (i) violate any provision of
any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to it, or
of its charter or by-laws or (ii) result in a breach of, result in a
mandatory prepayment or acceleration of indebtedness evidenced by or
secured by, or constitute a default under, any indenture or loan or credit
agreement, or any other agreement or instrument to which it is a party or
by which it or its properties may be bound, or require the creation or
imposition of any encumbrance of any nature upon or with respect to any of
the properties now owned or hereafter acquired by it, and
(c) Valid and Binding Obligations. The Sponsors' Support Agreement, as amended
by this Amendment, constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms subject, however, to
applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors' rights generally and, as to enforceability, by
general equitable principles.
SECTION 4.2 Repetition of Representation and Warranties. The representations
and warranties contained in Sections 12.1 and 12.2 of the Sponsors' Support
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Agreement shall be
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repeated on the date hereof except to the extent any such representation and
warranty expressly relates solely to an earlier date.
SECTION 4.3 Miscellaneous.
(a) This Amendment is limited as specified and, except as expressly herein
provided, shall not constitute a modification, amendment or waiver of any
other provision of the Sponsors' Support Agreement or any provision of any
other Operative Document. Except as specifically amended by this Amendment,
the Sponsors' Support Agreement shall remain in full force and effect and
is hereby ratified and confirmed.
(b) This Amendment shall be an Operative Document under and for purposes of the
Sponsors' Support Agreement.
(c) The form and execution of this Amendment and all rights and obligations of
the parties arising hereunder shall be governed by the laws of the Federal
Republic of Germany.
(d) This Amendment has been executed in the English language.
(e) This Amendment may be executed in any number of counterparts and all of
such counterparts taken together shall be deemed to constitute one and the
same instrument.
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IN WITNESS WHEREOF, each of the parties set out below has caused this Amendment
to be duly executed and delivered by its respective officer or agent thereunto
duly authorised as of the date first above written.
ADVANCED MICRO DEVICES, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its Senior Vice President,
Chief Financial Officer
AMD SAXONY HOLDING GMBH
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________
Its Managing Director
DRESDNER BANK LUXEMBOURG S.A.,
as Agent
/s/ ▇. ▇▇▇▇▇▇
__________________________
/s/ ▇. ▇▇▇▇▇▇▇▇▇
__________________________
DRESDNER BANK A.G., as Security Agent
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
__________________________
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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