between INTERNATIONAL BUSINESS MACHINES CORP. and ADVANCED MICRO DEVICES, INC.Advanced Micro Devices Inc • March 14th, 2003 • Semiconductors & related devices • New York
This Agreement is made effective as of the 28th day of December, 2002 (hereinafter referred to as the “Effective Date”) by and between International Business Machines Corporation (“IBM”), incorporated under the laws of the State of New York, U.S.A. and having an office for the transaction of business at 2070 Route 52, Hopewell Junction, NY 12533, U.S.A, and Advanced Micro Devices having an office for the transaction of business at One AMD Place, P.O. Box 3453, Sunnyvale, CA 94088-3453 “(AMD)”. IBM, and AMD may be individually referred to herein as a “Party,” or collectively as the “Parties.”
ADVANCED MICRO DEVICES, INC. Management AgreementManagement Agreement • March 14th, 2003 • Advanced Micro Devices Inc • Semiconductors & related devices • Delaware
Advanced Micro Devices, Inc. (the “Company”) considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders. The Company recognizes that, as is the case with many publicly held corporations, the possibility of a change of control may exist and that the uncertainty and questions, which such possibility may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Accordingly, it is imperative to be able to rely upon management’s continuance and that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including you, to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a change of control of the Company.
Amendment Agreement No. 5 dated 20 December 2002 between AMD SAXONY LIMITED LIABILITY COMPANY & CO. KG and DRESDNER BANK AG and the other Banks and Financial Institutions named herein and DRESDNER BANK LUXEMBOURG S.A.Syndicated Loan Agreement • March 14th, 2003 • Advanced Micro Devices Inc • Semiconductors & related devices
FIFTH AMENDMENT TO SPONSORS’ SUPPORT AGREEMENTSponsors’ Support Agreement • March 14th, 2003 • Advanced Micro Devices Inc • Semiconductors & related devices
THIS FIFTH AMENDMENT (this “Amendment Agreement”), dated 20 December 2002, is made between ADVANCED MICRO DEVICES, INC., a corporation organised 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 One AMD Place, Sunnyvale, California 94088, United States of America (“AMD Inc.”); AMD SAXONY HOLDING GMBH, Dresden, registered in the Commercial Register of the Dresden County Court HRB 13931 (“AMD Holding,” and, together with AMD Inc., the “Sponsors”); AMD SAXONY LLC, a limited liability company organised and existing under the laws of the State of Delaware, United States of America (“AMD Saxony LLC”); AMD SAXONY ADMIN GMBH, Dresden, registered in the Commercial Register of the Dresden County Court HRB 20738 (“AMD Admin,” and together with AMD SAXONY LLC, the “Additional Partner Companies”); DRESDNER BANK LUXEMBOURG S.A., as Agent (and successor to Dresdner Bank AG (“Dresdner”) in such capacity) u
SECOND AMENDMENT TO SPONSORS’ GUARANTY (GARANTIEVERTRAG)Amendment Agreement • March 14th, 2003 • Advanced Micro Devices Inc • Semiconductors & related devices
THIS SECOND AMENDMENT (this “Amendment Agreement”), dated 20 December 2002, is made between 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 One AMD Place, Sunnyvale, California 94088, United States of America (“AMD Inc.”), AMD SAXONY HOLDING GMBH, Dresden, registered in the Commercial Register of the Dresden County Court, HRB 13931 (“AMD Holding”; and, together with AMD Inc., collectively, the “Sponsors”), DRESDNER BANK LUXEMBOURG S.A., as Agent (and successor to Dresdner Bank AG in such capacity) for the Banks under the Loan Agreement referred to below (in such capacity, the “Agent”), and DRESDNER BANK AG, as Security Agent under such Loan Agreement (in such capacity, the “Security Agent”), for the Secured Parties under such Loan Agreement.
