AMD 1997 Annual Report Download - page 145

original notional exchange rate of DM 1.45 on which the original Management
Plan was based, the projected total investment costs of DM 2,430,000,000 on
which the terms of the Loan Agreement were based have increased by DM
687,000,000 to a total amount of DM 3,117,000,000.
3. On 26 September 1997, AMD Inc. made available to AMD Saxonia an amount of
US$ 34,000,000 as an additional subordinated loan pursuant to Section 2.4 of the
Sponsors' Loan Agreement. The aforesaid additional subordinated loan of US$
34,000,000 will not be taken into account in satisfaction of the obligations of
AMD Inc. to make available to AMD Saxonia, via AMD Holding equity in the form of
ordinary share capital in an aggregate amount of DM 217,500,000 and the
obligations of AMD Inc. and/or AMD Holding to make subordinated loans or
additional equity contribution in cash to the reserves of AMD Saxonia in an
aggregate amount of DM 290,000,000 pursuant to the Sponsors' Support Agreement
and the Sponsors' Loan Agreement. In addition, the entire remaining additional
projected financing costs will be financed solely by AMD Inc. by way of equity
or additional subordinated loans to be made available to AMD Saxonia in an
amount of US$ 70,000,000 (which may be made available in either DM or US$) and
by the cash flow expected to be generated through AMD Inc.'s off-take and
reimbursement obligations under the AMD Holding and AMD Saxonia Wafer Purchase
Agreements and the AMD Holding and AMD Saxonia Research, Design and Development
Agreements.
4. In the light of the circumstances and agreements referred to above, the
parties have agreed to changes to the Loan Agreement on the terms and conditions
more particularly set out below.
1.1 Terms and expressions defined in the Loan Agreement shall have the same
meaning when used in this Supplemental Agreement, unless the context requires
otherwise.
1.2 Unless the context requires otherwise, any reference to an Operative
Document or a Project Agreement shall be a reference to such Document or
Agreement as it shall have been, or from time to time be, amended, varied,
reissued, replaced, novated or supplemented in accordance with its terms,
including pursuant to this Supplemental Agreement.
(S) 2
AMENDMENTS TO THE LOAN AGREEMENT
The Loan Agreement will be amended as more particularly set out below. The Loan
Agreement shall remain in force in all other respects.
2.1 In the introduction immediately before the Preamble, under item number 2,
""Agent" and" shall be deleted and under item number 4, after "as", there shall
be added "the Agent or the" and after "Paying Agent" there shall be added ", as
the case may be".
2.2 In para. 2 of the Preamble, "estimated by AMD Saxonia, AMD Holding and AMD
Inc. (together the "AMD Companies") at DM 2,430,000,000" shall be deleted and
shall be replaced by "originally estimated by AMD Saxonia, AMD Holding and AMD
Inc. (together the "AMD Companies") at DM 2,430,000,000 and now increased to
DM3,117,000,000".
Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998