AMD 2003 Annual Report Download - page 142

Exhibit 10.38(h-3)
THIRD AMENDMENT
TO
SPONSORS’ SUBORDINATION AGREEMENT
THIS THIRD AMENDMENT (this “Amendment”), dated 24 February 2004, 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”), 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
registered in the Commercial Register of the Dresden County Court HRB 20738 (“AMD Admin,” together with AMD Saxony LLC, collectively, the “Additional
Partner Companies”); AMD SAXONY LIMITED LIABILITY COMPANY & Co. KG (formerly AMD Saxony Manufacturing GmbH) registered in the
Commercial Register of the Dresden County Court HRA 4896 (“AMD Saxonia”), DRESDNER BANK LUXEMBOURG S.A., as Agent (and successor to
Dresdner Bank AG in such capacity) under the Loan Agreement referred to below (in such capacity, the “Agent”) for the Banks referred to below, and
DRESDNER BANK AG, as Security Agent under such Loan Agreement (in such capacity, the “Security Agent”), for the Secured Parties referred to below.
W I T N E S S E T H:
WHEREAS, AMD Saxonia, an indirect 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 a Syndicated Loan Agreement, dated 11 March 1997, as amended, (the “Loan Agreement”) with the Agent, Dresdner Bank Luxembourg S.A. as
Paying Agent (as defined in the Sponsors’ Subordination Agreement as hereinafter defined), the Security Agent and the Banks from time to time party thereto
providing, inter alia, for a senior secured term facility aggregating up to DM 1,500,000,000 (one billion five hundred million Deutsche Marks), (ii) the Sponsors,
the Additional Partner Companies, the Agent and the Security Agent have entered into that certain Sponsors’ Support Agreement dated 11 March 1997, as
amended, (the “Sponsors’ Support Agreement”) providing (x) certain assurances to the Agent and Security Agent with respect to the completion of the Project,
and (y) certain undertakings to and for the benefit of the Agent, the Paying Agent, the Security Agent and the Banks (collectively, the “Secured Parties” and
individually a “Secured Party”);
Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004