AMD 2003 Annual Report Download - page 143

WHEREAS, AMD Saxonia, the Sponsors, the Additional Partner Companies, the Security Agent and the Agent are party to a Sponsors’ Subordination
Agreement dated March 11, 1997 among the Sponsors, the Agent and the Security Agent, as amended by the First Amendment to Sponsors’ Subordination
Agreement dated 20 February 2001, among the Sponsors, the Agent and the Security Agent and the Accession Agreement and Second Amendment to Sponsors’
Subordination Agreement dated 3 June 2002 among the Sponsors, the Additional Partner Companies, the Agent and the Security Agent (as amended, the
“Sponsors’ Subordination Agreement”);
WHEREAS, AMD Saxonia, the Agent, the Security Agent and the Banks wish, with the consent of the Sponsors and the Additional Partner Companies to,
among other things, amend the Loan Agreement and AMD Saxonia, the Sponsors, the Additional Partner Companies, the Agent and the Security Agent wish to
amend the Sponsors’ Subordination Agreement on the terms and subject to the conditions of this Amendment Agreement;
WHEREAS, contemporaneously with the execution and delivery of this Third Amendment, AMD Saxonia, Dresdner Bank AG, the other Banks and Financial
Institutions named therein, Dresdner Bank Luxembourg S.A. as Agent and Paying Agent and Dresdner Bank AG, as Security Agent, are entering into
Amendment No. 6 to the Syndicated Loan Agreement dated 11 March 1997, as amended from time to time (“Amendment No. 6”), and it is a condition to the
effectiveness of said Amendment No. 6 (the date on which said Amendment No. 6 becomes effective being referred to herein as the “Amendment No. 6 Effective
Date”) that a copy of this Third Amendment shall be delivered to the Agent;
NOW, THEREFORE, the Sponsors, the Additional Partner Companies, AMD Saxonia, 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’
Subordination 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 Amendments. With effect from the Amendment No. 6 Effective Date the Sponsors’ Subordination Agreement is hereby amended by deleting
Section 3 (iii) of the Sponsors’ Subordination Agreement in its entirety and replacing said Section 3 (iii) as follows:
“(iii) those payments to AMD Inc. made by AMD Saxonia in respect of purchases of equipment, materials, supply and third party services in the ordinary
course of business and on an arm’s length basis the aggregate book value of which does not exceed Euro 25,000,000 (twenty five million Euro) in
any calendar year;”
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Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004