SHAREHOLDERS’ AGREEMENT By and Among ADVANCED MICRO DEVICES, INC. ADVANCED TECHNOLOGY INVESTMENT COMPANY LLC and THE FOUNDRY COMPANY Dated as of March 2, 2009Shareholders’ Agreement • March 5th, 2009 • Advanced Micro Devices Inc • Semiconductors & related devices • New York
This SHAREHOLDERS’ AGREEMENT (this “Shareholders’ Agreement” and as referred to herein, this “Agreement”), dated as of March 2, 2009 is entered into by and among Advanced Micro Devices, Inc., a Delaware corporation (“Discovery”), Advanced Technology Investment Company LLC, a limited liability company established under the laws of the Emirate of Abu Dhabi and wholly-owned by the Government of Abu Dhabi (“Oyster”) (each of Discovery and Oyster being a “Shareholder” and together the “Shareholders”), and The Foundry Company, an exempted company incorporated under the laws of the Cayman Islands (“FoundryCo”). Discovery, Oyster and FoundryCo are sometimes referred to herein as the “Parties”, and each individually as a “Party”.
EUR700,000,000 TERM LOAN FACILITY AGREEMENT dated 21 April 2004 as amended by Amendment Agreements dated 10 October 2006 and 25 February 2009 for AMD FAB 36 LIMITED LIABILITY COMPANY & CO. KG the Borrower ABN AMRO BANK N.V., COMMERZBANK...Agreement • March 5th, 2009 • Advanced Micro Devices Inc • Semiconductors & related devices
FUNDING AGREEMENT By and Among ADVANCED MICRO DEVICES, INC. ADVANCED TECHNOLOGY INVESTMENT COMPANY LLC and THE FOUNDRY COMPANY Dated as of March 2, 2009Funding Agreement • March 5th, 2009 • Advanced Micro Devices Inc • Semiconductors & related devices • New York
This FUNDING AGREEMENT (this “Funding Agreement” and as referred to herein, this “Agreement”), dated as of March 2, 2009, is entered into by and among Advanced Micro Devices, Inc., a Delaware corporation (“Discovery”), Advanced Technology Investment Company LLC, a limited liability company established under the laws of the Emirate of Abu Dhabi and wholly-owned by the Government of Abu Dhabi (“Oyster”) (each of Discovery and Oyster being a “Shareholder” and together the “Shareholders”) and The Foundry Company, an exempted company incorporated under the laws of the Cayman Islands (“FoundryCo”). Discovery, Oyster and FoundryCo are sometimes referred to herein as the “Parties,” and each individually as a “Party.”
WAFER SUPPLY AGREEMENTWafer Supply Agreement • March 5th, 2009 • Advanced Micro Devices Inc • Semiconductors & related devices • New York
This WAFER SUPPLY AGREEMENT (this “Agreement”) is made this 2nd day of March, 2009, (the “Effective Date”), by and among (i) Advanced Micro Devices, Inc., a Delaware corporation (“AMD”); (ii) with respect to all of the provisions in this Agreement other than those in Sections 5.5(a), 6.2, 7.1 and 7.3(a) and the related provisions in connection with U.S. sales activities only (though without limiting FoundryCo’s guarantee obligations pursuant to Section 15.7), The Foundry Company, an exempted company incorporated under the laws of the Cayman Islands (“FoundryCo”) on behalf of itself and its direct and indirect wholly-owned subsidiaries, including all FoundryCo Sales Entities and FoundryCo Manufacturing Entities, as further set forth herein; and (iii) subject to FoundryCo’s guarantee obligations pursuant to Section 15.7, with respect to Sections 5.5(a), 6.2, 7.1 and 7.3(a) and the related provisions in connection with U.S. sales activities only, AMD Fab Technologies US, Inc., a Delaware
GUARANTEE AGREEMENT dated 21 April 2004 as amended by Amendment Agreements dated 10 October 2006 and 25 February 2009 between ADVANCED MICRO DEVICES, INC. and THE FOUNDRY COMPANY as Guarantors AMD FAB 36 LIMITED LIABILITY COMPANY & CO. KG as Borrower...Guarantee Agreement • March 5th, 2009 • Advanced Micro Devices Inc • Semiconductors & related devices
AMD Inc. and FoundryCo enter into this Guarantee Agreement in favour of the other parties hereto in order to ensure that the Finance Parties shall receive payment of all amounts expressed to be payable by the Borrower under the Facility Agreement, any other Finance Document to which it is a party or the Subsidy Agreements in the currency and at the place provided therein at its stated or accelerated maturity and irrespective of the factual or legal circumstances and motives by reason of which the Borrower may fail to pay any of the Guarantors’ Liabilities (as each are defined below).
