AMD 1994 Annual Report Download

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FORM 10-K
ADVANCED MICRO DEVICES INC - amd
Filed: March 07, 1995 (period: December 25, 1994)
Annual report which provides a comprehensive overview of the company for the past year

Table of contents

  • Page 1
    FORM 10-K ADVANCED MICRO DEVICES INC - amd Filed: March 07, 1995 (period: December 25, 1994) Annual report which provides a comprehensive overview of the company for the past year

  • Page 2
    ... CERTAIN BENEFICIAL OWNERS AND MANAGEMENT CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K SIGNATURES ITEM AND (2) 14(a)(1) INDEX TO EXHIBITS EX-10.16 (EXECUTIVE BONUS PLAN) EX-10.17(B) (LTR. AGMT. BTW. AMD AND HOLBROOK...

  • Page 3
    ...93.) EX-10.30 (EXECUTIVE SAVINGS PLAN) EX-10.31 (FORM OF SPLIT DOLLAR AGMT.) EX-10.35 (COMPAQ/AMD AGMT.) EX-10.36 (DEC/AMD FOUNDRY AGMT.) EX-10.37 (AMD/TSMC FOUNDRY AGMT.) EX-10.38 (FORM OF INDEMNIFIC. AGMT.) EX-10.39 (TERM LOAN AGMT. DATED 1/5/95.) EX-11 (COMP OF PER SHARE EARNINGS) EX-13 (SELECTED...

  • Page 4
    ... FILE NUMBER 1-7882 ADVANCED MICRO DEVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 94-1692300 (IRS Employer Identification Number) ONE AMD PLACE SUNNYVALE, CALIFORNIA (Address of principal executive offices...

  • Page 5
    ... the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 95,942,821 SHARES AS OF FEBRUARY 27, 1995. DOCUMENTS INCORPORATED BY REFERENCE (1) (2) Portions of the Annual Report to Stockholders for the fiscal year ended December 25, 1994...

  • Page 6
    PART I ITEM 1. GENERAL Advanced Micro Devices, Inc. was incorporated under the laws of the state of Delaware on May 1, 1969. The mailing address of its executive offices is One AMD Place, P.O. Box 3453, Sunnyvale, California 94088-3453, and its telephone number is (408) 732-2400. Unless otherwise ...

  • Page 7
    .... Such products include integrated circuits that work with central processing units to manage selected input/output system functions such as to control disk drives, keyboards, printers and communications and networking devices. The Corporation also supplies a range of products specially designed...

  • Page 8
    ... Limited (Fujitsu) formed a joint venture for the development, manufacture and sale of integrated circuits. Through the joint venture, the two companies have constructed and are operating an $800 million wafer fabrication facility in Aizu-Wakamatsu, Japan to produce non-volatile memory devices...

  • Page 9
    ... for the return of AMD's products to the Corporation in the event the agreement with the distributor is terminated. (See Note 1 of Notes to Consolidated Financial Statements contained in the 1994 Annual Report to Stockholders.) AMD has established sales subsidiaries that have offices in Belgium...

  • Page 10
    ... and development personnel are integrated into the engineering staff. MANUFACTURING Product design and development, and wafer fabrication activities are currently conducted at AMD's facilities in California and in Texas. A subsidiary of Sony 7 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 11
    ... in the manufacture of its products are available from a limited number of suppliers in the United States and elsewhere. For example, for several types of the integrated circuit packages that are purchased by AMD, as well as by the majority of other companies in the semiconductor industry, the...

  • Page 12
    ..., warehouse and administrative facilities comprise approximately 2 million square feet and are located in Santa Clara County, California and in Austin, Texas. (See Item 1, Manufacturing and Item 7, Management's Discussion). Over 1.25 million square feet of this space is in buildings owned by the...

  • Page 13
    .... At least one of the released chemicals (which is no longer used by the Corporation) has been identified as a probable carcinogen. In 1991, the Corporation received four Final Site Clean-up Requirements Orders from the California Regional Water Quality Control Board, San Francisco Bay Region (RWQCB...

  • Page 14
    ... memory management. (8) The two companies agreed not to initiate legal action against one another for any activity occurring prior to January 6, 1995. The settlement agreement resolved the following legal proceedings which had been pending between the companies: 11 Source: ADVANCED MICRO DEVIC...

  • Page 15
    ... the companies, including a claim for a declaratory judgment that AMD's license rights to Intel's microcodes would expire on December 31, 1995, and that AMD would no longer be able sell product containing Intel microcode after that date. Pursuant to the settlement, AMD will have a fully paid-up...

  • Page 16
    ... of the Intel 80386 to purchases of other products from Intel, and that Intel filed baseless lawsuits against AMD in order to eliminate AMD as a competitor and to intimidate AMD customers. The complaint requested significant monetary damages, and an injunction requiring Intel to license the 80386...

  • Page 17
    ... class actions discussed above. The parties settled this case for $2.25 million, payable to the Corporation by the Corporation's directors and officers liability insurance carrier net of legal fees of derivative plaintiff's counsel and other miscellaneous costs. 14 Source: ADVANCED MICRO DEVIC...

  • Page 18
    ...year covered by this report. EXECUTIVE OFFICERS OF THE REGISTRANT Name - - ---W. J. Sanders III Richard Previte Age 58 60 --- Position -------Chairman of the Board and Chief Executive Officer. Director, President and Chief Operating Officer. Mr. Previte became Chief Operating Officer in 1989 and...

  • Page 19
    ...the law firm of O'Melveny and Myers where he had been a partner since 1985. Held Since ----1995 _____ * Mr. Carter left the Corporation's employ following the end of the fiscal year. There is no family relationship between any executive officers of the Corporation. 16 Source: ADVANCED MICRO DEVIC...

  • Page 20
    ...'s 1994 Annual Report to Stockholders is incorporated herein by reference. In February 1990, the Corporation adopted a shareholder rights plan. In accordance with this plan, the Corporation paid a dividend of one preferred stock purchase right on each outstanding share of Common Stock pursuant...

  • Page 21
    ... AND RELATED TRANSACTIONS The information appearing under the caption "Transactions with Management" in the Corporation's Proxy Statement to be mailed to Stockholders on approximately March 31, 1995 is incorporated herein by reference. 18 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 22
    ...in the consolidated financial statements or notes thereto. With the exception of the information incorporated by reference into Parts I, II and IV of this Form 10-K, the 1994 Annual Report to Stockholders is not to be deemed filed as part of this report. 19 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 23
    ...by reference. AMD 1986 Stock Option Plan, as amended, filed as Exhibit 10.2 to the Corporation's Annual Report on Form 10-K for the fiscal year ended December 26, 1993, is hereby incorporated by reference. 20 3.2 3.3 3.4 4.1 4.2 4.3 4.4 *10.1 *10.2 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 24
    EXHIBIT NUMBER - - -----*10.3 DESCRIPTION OF EXHIBITS AMD 1992 Stock Incentive Plan, as amended, filed as Exhibit 10.3 to the Corporation's Annual Report on Form 10-K for the fiscal year ended December 26, 1993, is hereby incorporated by reference. AMD 1980 Stock Appreciation Rights Plan, as ...

  • Page 25
    ... 10.22 to the Corporation's Annual Report on Form 10-K for the fiscal year ended December 27, 1987, is hereby incorporated by reference. Agreement and Plan of Reorganization between Monolithic Memories Inc., the Corporation and Advanced Micro Devices Merger Corporation, filed as Annex A to the...

  • Page 26
    ... Annual Report on Form 10K/A for the fiscal year ended December 26, 1993, is hereby incorporated by reference. Credit Agreement dated as of September 21, 1994, among the Corporation, Bank of America National Trust and Savings Association as Agent, The First National Bank of Boston as Co-Agent, filed...

  • Page 27
    ...Annual Report on Form 10-K for the fiscal year ended December 27, 1992, is hereby incorporated by reference. Second Amendment to Land Lease dated December 17, 1993, by and between CIBC Inc. and AMD International Sales & Service, Ltd. Executive Savings Plan, as amended. Form of Split Dollar Agreement...

  • Page 28
    ..., the settlement of the AMD/Intel Litigations, and the restatement of earnings. 2. A current Report on Form 8-K dated February 10, 1995, was filed announcing that the Convertible Exchangeable Preferred Stock of the Corporation was called for redemption. 25 Source: ADVANCED MICRO DEVIC, 10...

  • Page 29
    .... ADVANCED MICRO DEVICES, INC. Registrant March 3, 1995 By:/s/ Marvin D. Burkett Marvin D. Burkett Senior Vice President, Chief Administrative Officer; Chief Financial Officer and Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below...

  • Page 30
    ...in the consolidated financial statements or notes thereto. With the exception of the information incorporated by reference into Parts I, II and IV of this Form 10-K, the 1994 Annual Report to Stockholders is not to be deemed filed as part of this report. F1 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 31
    ... OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Annual Report (Form 10-K) of Advanced Micro Devices, Inc. of our report dated January 5, 1995, except for the first paragraph of Note 14, as to which the date is January 11, 1995; the fourth paragraph of...

  • Page 32
    ... 1993 December 25, 1994 1) Additions Charged (Reductions Credited) to Operations Deductions(1 Balance End of Period ------- $6,487 6,679 7,492 $ 986 1,540 3,723 $(794) (727) (896) $ 6,679 7,492 10,319 Accounts (written off) recovered, net. F3 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 33
    ... by reference. AMD 1986 Stock Option Plan, as amended , filed as Exhibit 10.2 to the Corporation's Annual Report on Form 10-K for the fiscal year ended December 26, 1993, is hereby incorporated by reference. 30 3.2 3.3 3.4 4.1 4.2 4.3 4.4 *10.1 *10.2 Source: ADVANCED MICRO DEVIC, 10...

  • Page 34
    ...Number - - -----*10.3 Description ----------AMD 1992 Stock Incentive Plan, as amended , filed as Exhibit 10.3 to the Corporation's Annual Report on Form 10-K for the fiscal year ended December 26, 1993, is hereby incorporated by reference. AMD 1980 Stock Appreciation Rights Plan, as amended , filed...

  • Page 35
    ... 10.22 to the Corporation's Annual Report on Form 10-K for the fiscal year ended December 27, 1987, is hereby incorporated by reference. Agreement and Plan of Reorganization between Monolithic Memories Inc., the Corporation and Advanced Micro Devices Merger Corporation, filed as Annex A to the...

  • Page 36
    ... Annual Report on Form 10K/A for the fiscal year ended December 26, 1993, is hereby incorporated by reference. Credit Agreement dated as of September 21, 1994, among the Corporation, Bank of America National Trust and Savings Association as Agent, The First National Bank of Boston as Co-Agent, filed...

  • Page 37
    ... Lease dated December 17, 1993, by and between CIBC Inc. and AMD International Sales & Service, Ltd. Executive Savings Plan, as amended. Form of Split Dollar Agreement, as amended. Form of Collateral Security Assignment Agreement, filed as Exhibit 10.32 to the Corporation's Annual Report on Form 10K...

  • Page 38
    ... Findings of Fact and Conclusions of Law following "ICE" module of trial dated October 7, 1994, in Intel v. AMD, Inc., Case No C-93-20301 PVT United States District Court, Northern District of California, San Jose Division, filed as Exhibit 99.1 to the Corporation's Quarterly Report in Form 10...

  • Page 39
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 40
    EXHIBIT 10.16 ADVANCED MICRO DEVICES, INC. EXECUTIVE BONUS PLAN Personal and Confidential Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 41
    ... EXECUTIVE BONUS PLAN TABLE OF CONTENTS Page ---I. II. III. IV. V. VI. VII. Purpose_____ Overview_____ Short-Term Performance Plan (STPP)_____ Long-Term Performance Plan (LTPP)_____ Timing of Payouts_____ EBP Administration_____ Financial Terms Explained_____ - 2 3 3 4 6 8 8 9 Source: ADVANCED...

  • Page 42
    ... The Executive Bonus Program (EBP) provides an incentive for AMD's Vice Presidents and the Officer Staff to maximize short- and long-term financial and sales performance. II. OVERVIEW o The EBP has two separate elements: the Short-Term Performance Plan (STPP) which provides an annual incentive...

  • Page 43
    AMD EXECUTIVE BONUS PLAN o The EBP is funded by a maximum of 3 percent of AMD's reported Operating Income. III. SHORT TERM PERFORMANCE PLAN (STPP) The STPP bonus is earned by achieving specific levels of Corporate performance against reported Operating Income. In addition, a portion of the STPP is...

  • Page 44
    ... payout amounts for the Division performance portion will not exceed 20% of the total STPP bonus. Specifics of the Division portion are communicated to participants each year, along with the objectives for the Corporate portion of the STPP. - 5 - Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 45
    AMD EXECUTIVE BONUS PLAN IV. LONG-TERM PERFORMANCE PLAN (LTPP) The LTPP has a target bonus of 30% of base salary and a maximum opportunity of 60% for all participants. It is based on sustained Corporate performance on both financial and sales growth measures relative to AMD's competitive ...

  • Page 46
    ... = = = = 0 0.0333 x delta + 1 0.05 x delta + 1 2 C. The Total LTPP Bonus as a percent of salary is calculated as follows: Financial Performance Multiplier x Target Percent = x Sales Performance Multiplier LTPP Bonus as a Percent of Salary - 7 - Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 47
    ... to any bonuses as described above. Payment of any bonuses are made at the sole discretion of the Office of the CEO. AMD reserves the right to modify or terminate the plan or participation of any individual at its sole discretion. - 8 - o o o o Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 48
    ... group used in analyzing AMD's performance in the annual report and proxy statement. Worldwide Semiconductor Trade Statistics (WSTS), Inc. collects, consolidates and publishes data (such as shipments and bookings) on a monthly basis from the vast majority of semiconductor companies worldwide...

  • Page 49
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 50
    ... to continued medical and dental coverage at your sole expense. Benefits under the Executive long-term disability plan, the Executive Savings plan, and the stock purchase plan end on your last day of full-time employment, August 26, 1994. As a regular, part-time employee, you will continue to vest...

  • Page 51
    ... the company's policies and programs, including policies concerning trading in AMD stock and the protection and ownership of intellectual property, will continue to apply to you, and where applicable will extend beyond termination of employment. If the above meets with your approval, please sign the...

  • Page 52
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 53
    EXHIBIT 10.29(a) AMENDED AND RESTATED GUARANTY dated as of December 17, 1993 by ADVANCED MICRO DEVICES, INC. in favor of CIBC INC. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 54
    ...and Welfare Plans ...Environmental Warranties ...Regulations G, U and X ...No Default ...Representations and Warranties in the Leases...15 15 15 16 16 16 16 16 17 17 17 17 18 20 20 ...10 11 11 13 13 14 ...20 SECTION 3.1.16 Accuracy of Information ... 20 i Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 55
    ... and Transfers of Notes, etc. . Amendments, etc...Notices ...No Waiver; Remedies ...Captions ...Severability ...Governing Law ...Forum Selection and Consent Jurisdiction ...Waiver of Jury Trial ...ii Assigns; ...to ... ... ... 31 32 32 33 33 33 33 33 34 ... Source: ADVANCED MICRO DEVIC, 10...

  • Page 56
    SCHEDULE I SCHEDULE II SCHEDULE III - Real Property Description Environmental Matters Disclosure Information iii Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 57
    ... located on the Land, all as more specifically described in the Original Building Lease; WHEREAS, pursuant to a Construction Consent Agreement between Lessor and Lessee dated December 22, 1992 Lessor consented to Lessee making certain Renovations (as defined below) to the Property; WHEREAS...

  • Page 58
    ...Credit Agreement dated as of January 4, 1993, among Guarantor, Bank of America National Trust & Savings Association, as Agent, First National Bank of Boston, as Co-Agent, and the Banks named therein. "Building Lease Amendment" is defined in the recitals SECTION 1.1 2 Source: ADVANCED MICRO DEVIC...

  • Page 59
    ...than nine months from the date of issue, which is issued by a corporation (other than Lessor) organized under the laws of any state of the United States or the District of Columbia and rated at least A-1 by Standard & Poor's Corporation or P-1 by Moody's Investors Service, Inc. or any certificate of...

  • Page 60
    ...hereof, executed and delivered by an Authorized Officer of Lessee and Guarantor. "Environmental Laws" means all applicable federal, state or local statutes, laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to public health and...

  • Page 61
    ... of all Indebtedness of such Person resulting from the borrowing of money or the granting of credit (other than (i) normal accounts payable representing deferred payment obligations for goods and services provided in the ordinary course of business on normal trade terms and (ii) Indebtedness repaid...

  • Page 62
    ...California Health and Safety Code, as amended, reformed or otherwise modified from time to time; (d) any petroleum product; or (e) any pollutant or contaminant or hazardous...to the limited scope of examination of matters relevant to such financial statement; or 6 Source: ADVANCED MICRO DEVIC, 10-K, ...

  • Page 63
    ...purposes of this Agreement, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer (other than Indebtedness of a joint venture corporation which is 7 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 64
    ... to be a contributing sponsor under section 4069 of ERISA. "Person" means any natural person, corporation, partnership, joint -----venture, firm, association, trust, government, governmental 8 of incorporation and similar capital stock of which Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 65
    ... "Tangible Net Worth" means the consolidated net worth of Guarantor and its Subsidiaries after subtracting therefrom the aggregate amount of any intangible assets of Guarantor and its Subsidiaries, including goodwill, franchises, licenses, patents, trademarks, trade names, copyrights, service marks...

  • Page 66
    ... limitation any damages Lessor may incur if Lessor sells or causes the Property to be sold to any Person following Lessee's failure to perform its obligations as set forth at Section 41 of the Amended Land Lease or Section 41 of the Amended Building Lease or as provided in the Consent Agreement...

  • Page 67
    ... or Guarantor to pay debts as they become due, or an assignment by Lessee or Guarantor for the benefit of creditors, or the commencement of any case or proceeding in respect of Lessee or Guarantor under any bankruptcy, insolvency or similar laws, and if such event shall occur at a time when any of...

  • Page 68
    ... or the Consent Agreement (other than and to the extent that an amendment in writing executed by the Lessor by its terms specifically indicates that it is the intent of Lessor that such amendment reduce Guarantor's liability under this Guaranty); (g) any addition, exchange, release, surrender or non...

  • Page 69
    ...580d and 726 of the California Code of Civil Procedure or any similar law of California or any other jurisdiction. (B) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS GUARANTY, GUARANTOR SPECIFICALLY WAIVES ANY POSSIBLE CLAIM THAT GUARANTOR IS NOT A TRUE...

  • Page 70
    ... 14, PART IV OF THE CALIFORNIA CIVIL CODE. (c) Without limiting the generality of any other waiver or other provision set forth in this Guaranty, Guarantor authorizes Lessor at its sole option, without notice or demand and without affecting the liability of the Guarantor hereunder, to release and...

  • Page 71
    ... and Warranties. Guarantor hereby represents and warrants to Lessor as set forth in this Article III. ----------Organization, etc. Guarantor and each of its Subsidiaries is a corporation validly organized and existing and in good standing under the laws of the State of its incorporation or...

  • Page 72
    ... Forms 10-K, Forms 10-Q and Forms 8-K specifically listed in the preceding sentence. Subsidiary. Guarantor owns all of the outstanding voting ---------stock in Lessee and all stock, securities and 16 SECTION 3.1.8 SECTION 3.1.7 SECTION 3.1.6 SECTION 3.1.5 SECTION 3.1.4 Source: ADVANCED MICRO DEVIC...

  • Page 73
    ... the Controlled Group of any material liability, fine or penalty. Neither Guarantor nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other 17 SECTION 3.1.11 SECTION 3.1.10 SECTION 3.1.9 Source: ADVANCED MICRO DEVIC...

  • Page 74
    ... property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up; (f) to Guarantor's best knowledge, there are no underground storage tanks, active or abandoned, including 18 Source: ADVANCED MICRO DEVIC...

  • Page 75
    ... is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock. Terms for which meanings are provided in F.R.S. Board Regulation G, U or X or any regulations substituted therefor, as from time to time in effect, are used in this Section with such meanings. No...

  • Page 76
    ...the documents and materials listed on and except as specifically set forth in Schedule III as of the date of execution and delivery of this Guaranty, and such information is not, or shall not be, as the case may be, incomplete by omitting to state any material fact necessary to make such information...

  • Page 77
    ... described in Section ------3.1.7 or (y) the commencement of any labor controversy, litigation, action, ----proceeding of the type described in Section 3.1.7, notice thereof and upon request copies of all documentation relating thereto; 21 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 78
    ... and (ii) all reports and registration statements which Guarantor or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (g) immediately upon the institution of any steps by Guarantor or any other Person to terminate any Pension Plan, or the...

  • Page 79
    ... and all of its other facilities and properties in good repair, working order and condition and make necessary and proper repairs, renewals and replacements as required by Lessee under the Leases and so that its business may be properly conducted at all times. Insurance. The Guarantor will, and will...

  • Page 80
    ... that, from time to time at its own expense, it shall, and Guarantor shall cause each of its Subsidiaries to, promptly execute and deliver all further agreements, instruments and documents, obtain or make such 24 SECTION 4.1.9 SECTION 4.1.8 SECTION 4.1.7 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 81
    ... in a Joint Venture Agreement between Guarantor and Fujitsu Limited of Japan dated March 30, 1993; (f) Indebtedness of not more than $105,000,000 in principal at any time outstanding in respect of the Bank of America Credit Agreement; (g) issuance by Guarantor of its unsecured senior notes of not...

  • Page 82
    ...Guarantor or any of its Subsidiaries for borrowed money or in the nature of Contingent Liabilities in an aggregate amount not to exceed twenty-five percent of Tangible Net Worth at any time outstanding; provided, however, that no new Indebtedness otherwise permitted by clause (c d), or (e) shall be...

  • Page 83
    ... Bank of America Credit Agreement or any other loan or debt facility in an amount equal to or greater than $50,000,000 provides at any time, for a greater Tangible Net Worth requirement, lesser Debt to Tangible Net Worth ratio, greater Quick Ratio or greater Fixed Charge coverage ratio as set forth...

  • Page 84
    ... with respect to, all or any substantial part of its assets (including accounts receivable and capital stock of Subsidiaries) to any Person, unless (a) a Default or a default or breach hereunder has not occurred and is continuing, (b) such sale, transfer, lease, contribution or conveyance is in the...

  • Page 85
    ...any payments, directly or indirectly, to either Guarantor or Lessee by way of dividends, distributions, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement...

  • Page 86
    ... limitation, the Bank of America Credit Agreement) of Guarantor or such Subsidiaries to any Person or Persons where such Indebtedness (individually or in the aggregate) exceeds $10,000,000; or the occurrence of any event which would, by the terms of Sections 8.01(i) or 8.01(j) of the Bank of America...

  • Page 87
    ...on two business days following consignment (freight prepaid) to a commercial overnight air courier service or seven business days after being mailed, first class with postage prepaid, return receipt requested: 31 SECTION 6.3 SECTION 6.2 SECTION 6.1 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 88
    ... Advanced Micro Devices, Inc. 915 DeGuigne Drive Sunnyvale, California 94086-3453 Attention: General Counsel or to such other person or address as the Guarantor shall furnish to the Lessor in writing; (b) If to the Lessor, to: CIBC Inc. 275 Battery Street, Suite 1840 San Francisco, California 94111...

  • Page 89
    ... WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA. Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF LESSOR...

  • Page 90
    ...has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. ADVANCED MICRO DEVICES, INC. By: /s/ Marvin D. Burkett MARVIN D. BURKETT Senior Vice President and Chief Financial Officer Accepted this 17 day of December, 1993...

  • Page 91
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 92
    ...between AMD International Sales & Service, Ltd., a Delaware corporation (the "Lessee") and Lessor, dated as of -----September 22, 1992 and recorded on September 22, 1992 as Instrument No. 11550953 in the Official Records of the Recorder of Santa Clara County, California (the "Recorder's Office"), as...

  • Page 93
    ... the execution and delivery of this Amendment, the Bank of America Credit is being amended and restated by a certain Amended and Restated Credit Agreement, dated as of September 21, 1994 (the "Effective Date"), among the Guarantor, Bank of America National Trust and Savings Association, as Agent...

  • Page 94
    ...Credit Agreement. Captions. Section captions used in this Amendment are for -------convenience of reference only, and shall not affect the construction of this Amendment. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA...

  • Page 95
    ... AMD INTERNATIONAL SALES & SERVICE, LTD. By:/s/ Marvin D. Burkett Name: Marvin D. Burkett Title: President CONSENTED AND AGREED TO: By: LONG-TERM CREDIT BANK OF JAPAN, LOS ANGELES AGENCY By: /s/ Motokazu Uematsu Name: Motokazu Uematsu Title: Deputy General Manager -4- Source: ADVANCED MICRO DEVIC...

  • Page 96
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 97
    ... into as of December 17, 1993 (the "Execution Date"), by and between CIBC INC., a Delaware corporation ("Lessor"), and AMD INTERNATIONAL SALES & SERVICE, LTD., a -----Delaware corporation ("Lessee"). -----RECITALS -------A. Pursuant to that certain Building Lease, by and between Lessor and Lessee...

  • Page 98
    ... be on the same terms and conditions provided for in this Lease, or at the option of Lessor at the then prevailing rates. In the event Lessor elects to extend the Fixed Term as provided for above, Lessor shall also be required to extend the term of -2- Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 99
    ..., the Contractors Agreement, the Consent Agreement, the Plans and Specifications, and all soil reports and analyses. The Construction Documents shall also include all modifications and additions to the foregoing approved in writing by Lessor. -3- Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 100
    ... 21.4(a)(i the meaning set forth in the preamble. Funded Amount: means as of any date of determination the cumulative aggregate sum of all Advances made in respect of the Renovations to date. Funding Termination Date means March 23, 1994 Lender: means Long-Term Credit Bank of Japan, Ltd., Los...

  • Page 101
    ... received by Lessor from time to time during the term of this Lease from any party (1) under any casualty insurance policy as a result of damage to the Leased Property or the Land, (2) as compensation for any restriction placed upon the use or development of the Leased Property or the Land or...

  • Page 102
    ...be made to the Building (whether or not funded by Lessor) as described in the Plans and Specifications. Title Company Title Policy Lawyers Title Insurance Corporation. the meaning specified in Section 21.4(a)(vi AT&T Occupancy Agreement (b) The following definition is hereby deleted: (c) In...

  • Page 103
    ... (i) The definition of Lessor Purchase Price is hereby deleted and replaced with the following: Lessor Purchase Price acquire the Building. an amount of $14,453,416.14, paid by Lessor to (j) The definition of LIBO Rate is hereby deleted and replaced with the ------following: LIBO Rate: means with...

  • Page 104
    ... Date, and (ii) the earliest date on which the Funded Amount equals the Maximum Advance Amount. If Lessor is unable to determine the LIBO Rate at any time, or Lessor shall determine that the introduction of any change in or in the interpretation of any law makes it unlawful, or any central bank...

  • Page 105
    .... The definition of Operative Agreements is hereby deleted and replaced with the following: Operative Agreements: (i) this Lease, (ii) the Land Lease, (iii) the Guaranty, (iv) that certain Purchase and Sale Agreement, dated as of April 15, 1992, between American Telephone and Telegraph Company, as...

  • Page 106
    ... is hereby added immediately at the end of the capitalized text: "LESSEE ACKNOWLEDGES THAT LESSEE IS SOLELY RESPONSIBLE FOR THE DESIGN, DEVELOPMENT AND CONSTRUCTION OF THE RENOVATIONS AND ANY OTHER ADDITIONS OR MODIFICATIONS TO THE BUILDING." -107. 6. 5. (a) (m) Source: ADVANCED MICRO DEVIC, 10...

  • Page 107
    ... (B) arise in respect of the occupancy, operation, possession, leasing, subleasing, construction, repair, rebuilding or use of the Leased Property; (ii) all transfer, sales, recording, value added, use and similar taxes at any time levied, assessed or payable on account of the acquisition, occupancy...

  • Page 108
    ...; provided, however, that in such event, Lessee shall pay all remaining installments (whether or not then due) prior to the expiration of this Lease or upon termination of this Lease, except if such expiration occurs as a result of Lessee purchasing the Leased Property pursuant to Section 41 hereof...

  • Page 109
    ... shall be constructed and completed within the time periods set forth in the Construction Schedule. In the event of any conflict between the Consent Agreement and this Lease, the terms and conditions of this Lease shall control. All of the Renovations shall be part of the Leased Property and subject...

  • Page 110
    ... and the Contractor; Schedule C is hereby added to ---------and made a part of the Original Building Lease; (iii) Subcontracts. A list, certified by Contractor, of each -----------subcontract and (to the extent not included in such subcontracts) each purchase agreement for work or materials; and, if...

  • Page 111
    ...Certification. Written certification from Sasco Valley Electric in the form of Schedule G attached ---------hereto, and written certification from The Linford Company in the form of Schedule H attached hereto; Schedules G and H 15(a) 21.4. (vii) Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 112
    ... the same form as that certain ALTA Owner's Policy No. 113-00-470-120 issued by the Title Company to Lessor dated September 22, 1992 (and including the endorsements issued thereon, substituting, however, CLTA Form 123.1 in place of CLTA 123.2) insuring, as of the date of the first Advance, Lessor...

  • Page 113
    ... all increases and decreases, and not netting decreases against --increases); (ii) Do not conflict with, or cause the Plans and Specifications to conflict with, and will not cause the Renovations (then or upon completion) to fail to comply -17- Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 114
    ...copies, certified by Lessee as being true and correct copies, of all governmental permits, licenses and approvals required for the construction of the Renovations, including, but not limited to, building permits and environmental approvals. -18- Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 115
    ...the field changes thereto made by Renovations. The delivery of certified by Lessee or the Architect as being a final Plans and Specifications containing all the Contractor in the course of constructing the such certified final Plans -1921.8. 21.7. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 116
    ...Fee will be calculated on the basis of a 360-day year, and the actual number of days elapsed to be payable in arrears on each Installment Date, commencing on the first such date to occur after the Execution Date, and at maturity. Lessor shall pay to Lender the above described facility fee and Lender...

  • Page 117
    ... to be paid pursuant to Sections 19.3, 20.3 or 41 on the date the same becomes due and payable or"; (c) the following clauses are hereby added after the text of clause -----(o) but preceding the period: --(p) any Event of Default (as that term is defined in the Consent Agreement) shall occur under...

  • Page 118
    ... the Leased Property shall occur on such date. In such event, subject to the provisions set forth in this Section 41, on such closing date, Lessor shall ---------convey to Lessee, and Lessee shall purchase from Lessor, Lessor's interest in the Leased Property. The purchase price to be paid by Lessee...

  • Page 119
    ... not cause Lessee to be released, fully or partially, from any of its obligations under this Lease, including without limitation its obligation to pay the Balance Due on the Expiration Date and all other accrued amounts. Acceleration of Purchase Obligation and replaced with the following: 41.3 28...

  • Page 120
    ... (2) Quarterly Periods for which such six (6) month LIBO Rate applies (prorated for the number of days in the period beginning on the date of such purchase and ending on the second Installment Date occurring in such six (6) month period with -2429. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 121
    ...for such two Quarterly Periods (prorated for the number of days in the period beginning on the date on which such purchase occurs and ending on the second Installment Date occurring in such six (6) month period with respect to which such six (6) month LIBO Rate applies) would have been had the Basic...

  • Page 122
    ... due pursuant to this Section 41 by no later than 12:00 Noon (Los Angeles time) on the date such payment is due and payable." Transaction Expenses. The following subsection is hereby added to Section 51 after the end of clause (iv) thereof 2632. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 123
    .... 54. Certain Tax Matters. Without limiting the acknowledgements made by Lessee at Section 53, Lessor and Lessee agree that, in accordance with ---------their intentions and the substance of the transactions contemplated hereby and to -2733. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 124
    the extent permitted by law, Lessee (and not Lessor) shall be treated as the owner of the Leased Property for Federal, state, and local income tax purposes. Lessee shall be entitled to take any deduction, credit allowance or other reporting, filing or other tax position consistent with such ...

  • Page 125
    ... By /s/ Tom R. Wagner Name: Tom R. Wagner Title: Vice President By _____ Name: Title: LESSEE: AMD INTERNATIONAL SALES & SERVICE, LTD., a Delaware corporation By /s/ Marvin D. Burkett Name: Marvin D.Burkett Title: Sr. VP. CFO and Treasurer Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 126
    ... of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature: /s/ Rhoda Allerhand (Seal) STATE OF CALIFORNIA COUNTY OF SANTA CLARA ) ) ) ss On December 17, 1993, before me, Janis V. Cahill, personally appeared Marvin Burkett, personally known to me (or...

  • Page 127
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 128
    ... Recorder of Santa Clara County, California, as amended by a certain First Amendment to Building Lease, dated as of December 22, 1992 and recorded on January 5, 1993 in the Official Records of the Recorder of Santa Clara County, California as Document No. 11720034. Source: ADVANCED MICRO DEVIC, 10...

  • Page 129
    ... construed to limit Lessee's existing rights under this Lease, including Lessee's rights to purchase the Land as provided for herein. 4. (a) Definitions The following definitions are hereby added to Section 2 in proper --------alphabetical sequence: -2- Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 130
    ... pursuant to the definition of Qualified Payments. Consent Agreement: means the Construction Consent Agreement dated as of December 22, 1992, by and between Lessor and Lessee. Execution Date the meaning specified in the preamble. Lender: means Long-Term Credit Bank of Japan, Ltd., Los Angeles...

  • Page 131
    ...22, 1992 and recorded September 22, 1992 in the Official Records of the Recorder of Santa Clara County, California as Document No. 11550954, as amended by that certain First Amendment to Building Lease dated as of December 22, 1992 and recorded -4- Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 132
    ...": "and not purchased with funds advanced by Lessor". (h) entirety. (i) entirety. (j) following: The definition of Lessor Purchase Price is hereby deleted in its The definition of Lessor's Review Charge is hereby deleted in its The definition of LIBO Rate is hereby deleted and replaced with the...

  • Page 133
    ...the Funded Amount equals the Maximum Advance Amount (as that term is defined in the Building Lease). If Lessor is unable to determine the LIBO Rate at any time, or Lessor shall determine that the introduction of any change in or in the interpretation of any law makes it unlawful, or any central bank...

  • Page 134
    ... The definition of Operative Agreements is hereby deleted and replaced with the following: Operative Agreements: (i) this Lease, (ii) the Building Lease, (iii the Guaranty, (iv) that certain Purchase and Sale Agreement, dated as of April 15, 1992, between American Telephone and Telegraph Company...

  • Page 135
    ... and Lessee) to Lessee an amount equal to One Dollar ($1.00), which amount shall be added to the Balance Due as of such date. The payments set forth in this grammatical paragraph of Section 4 shall not in any way ---------8(b) 6. (a) (o) (n) (m) Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 136
    ... or other sum payable hereunder or (3) this Lease or the leasehold estate hereby created or (B) arise in respect of the occupancy, operation, possession, leasing, subleasing, construction, repair, rebuilding or use of -9- Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 137
    the Land; (ii) all transfer, sales, recording, value added, use and similar taxes at any time levied, assessed or payable on account of the acquisition, occupancy, operation, possession, leasing, subleasing, construction, repair, rebuilding or use of the Land; (iii) all taxes, assessments, levies, ...

  • Page 138
    ... notice but in no event later than the Expiration Date, and the closing of the conveyance of the Land shall occur on such date. In such event, subject to the provisions set forth in this Section 41, on such closing date, Lessor shall ----------11- Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 139
    ... shall not cause Lessee to be released, fully or partially, from any of its obligations under this Lease, including without limitation its obligation to pay the Balance Due on the Expiration Date and all other accrued amounts. Acceleration of Purchase Obligation and replaced with the following: 26...

  • Page 140
    ... contrary, unless the Option Termination Date shall have first occurred, the Purchase Option shall terminate and be of no further force or effect on the date that any Purchase Acceleration Notice is given. If Lessee fails to purchase Lessor's interest in the Land and pay the Balance Due along with...

  • Page 141
    ...the maximum amount allowable under such statute or rule of law. Purchase Procedure. In Section 41.5, (a) the phrase "purchase price therefor" in the first paragraph is hereby deleted and replaced with "Balance Due (and all other amounts due -1428. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 142
    ... Purchase Price" is hereby deleted and replaced...added after the last sentence in Section ------41: "Lessee shall pay to Lessor each amount due pursuant to this Section 41 by no later than 12:00 Noon (Los Angeles time) on the date such payment is due and payable." -1529. Source: ADVANCED MICRO DEVIC...

  • Page 143
    ...owner of the Land for Federal, state, and local income tax purposes. Lessee shall be entitled to take any deduction, credit allowance or other reporting, filing or other tax position consistent with such characterizations. Lessor shall not file any Federal, state or local income tax returns, reports...

  • Page 144
    ... By /s/ Tom R. Wagner Name: Tom R. Wagner Title: Vice President By _____ Name: Title: LESSEE: AMD INTERNATIONAL SALES & SERVICE, LTD., a Delaware corporation By /s/ Marvin D. Burkett Name: Marvin Burkett Title: Sr. VP, CFO and Treasurer -17- Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 145
    ... behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature: /s/ Rhoda Allerhand Seal) STATE OF CALIFORNIA COUNTY OF SANTA CLARA ) ) ) ss On December 17, 1993, before me, Janis V. Cahill, personally appeared Marvin Burkett, personally known to me (or...

  • Page 146
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 147
    EXHIBIT 10.30 ADVANCED MICRO DEVICES EXECUTIVE SAVINGS PLAN (AMENDMENT AND RESTATEMENT EFFECTIVE AS OF AUGUST 1, 1993) Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 148
    ADVANCED MICRO DEVICES EXECUTIVE SAVINGS PLAN TABLE OF CONTENTS ARTICLE I 1.1 1.2 ARTICLE II 2.1 TITLE AND DEFINITIONS...Title...----Definitions PARTICIPATION...Participation ARTICLE III DEFERRAL ELECTIONS...Elections to Defer Compensation Investment Elections ARTICLE IV PARTICIPANT ACCOUNTS...

  • Page 149
    ... Governing Law... 13 13 ------------Receipt or Release Headings, etc. Not Part of Agreement Limitation on Participants' Rights 13 14 14 ARTICLE X BENEFIT OFFSET...10.1 Offset for Certain Benefits Payable Under Split Dollar Life Insurance Policies ii 14 14 Source: ADVANCED MICRO DEVIC, 10...

  • Page 150
    ..., as follows: ARTICLE I TITLE AND DEFINITIONS 1.1 Title. ----- This Plan shall be known as the Advanced Micro Devices Executive Savings Plan. 1.2 Definitions Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified...

  • Page 151
    ... Participant's salary. "Code" shall mean the Internal Revenue Code of 1986, as amended. Committee. "Committee" shall mean the Retirement Savings Plan Administrative "Company" shall mean Advanced Micro Devices, any successor corporation and each corporation which is a member of a controlled group of...

  • Page 152
    ... Date" shall mean the first day of the month following the end of the fiscal quarter following the fiscal quarter in which a Participant terminates employment or dies. "Plan" shall mean the Advanced Micro Devices Executive Savings Plan set forth herein, now in effect, or as amended from time to time...

  • Page 153
    ... other than Elections during the Initial Election Period. Any Eligible Employee who fails to elect to defer Compensation during - - ------his or her Initial Election Period may subsequently become a Participant, and any Eligible Employee who 4 (c) Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 154
    ...effective for Salary and/or commissions earned during pay periods beginning after any December 25, by filing a new election, in accordance with the terms of this Section 3.1, with the Committee on or before the preceding Election Date. Duration of Bonus Deferral Election. Any Bonus deferral election...

  • Page 155
    ... credit the mutual fund subaccounts of the Participant's Deferral Account with an amount equal to the portion of the Bonus deferred by the Participant for such Plan Year in accordance with the Participant's election under Section 3.2(a); that is, the portion of the 6 Source: ADVANCED MICRO DEVIC...

  • Page 156
    ... mutual fund subaccount. Notwithstanding the foregoing, in no event shall the Company Matching Amount for a Plan Year, when combined with the maximum Company Matching Contribution which the Participant could have received under the Advanced Micro Devices, Inc. Retirement Savings Plan for...

  • Page 157
    ... to the date his or her employment with the Company terminates and provided further that the amount of the first annual installment (determined by dividing the account balance by the number of installments elected) would be in an amount at least equal to $20,000. 8 Source: ADVANCED MICRO DEVIC, 10...

  • Page 158
    ... Committee from time to time, which rate shall be either (1) the rate of return of a professionally managed fixed income fund for such month or (2) one-twelfth of the annual prime rate of interest declared by Bank of America, N.A., Wells Fargo Bank, N.A. or First Interstate Bank of California and in...

  • Page 159
    ... written direction on behalf of the Committee. 8.2 Powers and Duties of the Committee (a) The Committee, on behalf of the Participants and their Beneficiaries, shall enforce the Plan in accordance with its terms, shall be charged with the general administration of 10 Source: ADVANCED MICRO DEVIC...

  • Page 160
    ... administration of the Plan as are not inconsistent with the terms hereof; and (8) To appoint a plan administrator or, any other agent, and to delegate to them such powers and duties in connection with the administration of the Plan as the Committee may from time to time prescribe. 8.3 Construction...

  • Page 161
    ... to assist in the performance of its duties hereunder. Expenses and fees in connection with the administration of the Plan shall be paid by the Company. (c) To the extent permitted by applicable state law, the Company shall indemnify and save harmless the Committee and each member thereof, the Board...

  • Page 162
    ... the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Committee and the Company. The Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect. 13 Source: ADVANCED MICRO DEVIC...

  • Page 163
    ... interest on the Policy) and, if the Participant fails to meet the conditions set forth in the Split-Dollar Life Insurance Agreement, the Company may exercise its security interest in the Policy and cause the Participant to lose certain benefits under the Policy. In the event that a Participant...

  • Page 164
    ... shall be paid in a lump sum as soon as practicable following the Participant's Payment Eligibility Date. IN WITNESS WHEREOF, the Company has caused this Executive Savings Plan to be executed by its duly authorized officers on this _____ day of _____, 19__. ADVANCED MICRO DEVICES, INC. By_____...

  • Page 165
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 166
    ... with the execution of this Agreement caused The Manufacturers Life Insurance Company of America (the "Insurance Company") to issue policy number _____ (the "Policy") on the life of Employee. The first annual premium has been paid by the Company as of the date of this Agreement. 3. For purposes...

  • Page 167
    ... Company under the Policy. During the period of time that this Agreement is in effect, Employee irrevocably agrees that all dividends paid on the Policy shall be applied to purchase from the Insurance Company additional paid up life insurance on the life of Employee. 2 Source: ADVANCED MICRO DEVIC...

  • Page 168
    ... to termination of employment with Employer and prior to his or her Security Release Date (as defined in Section 10 below), Employee's designated beneficiary shall be entitled to receive as a death benefit an amount equal to three times the Employee's annual base salary at the time of death, subject...

  • Page 169
    ...with the Employer; or (4) performance by Employee which is substantially below the standard of performance which can reasonably be expected from an individual occupying Employee's position or Employee's substantially failing to meet performance objectives (such as 4 Source: ADVANCED MICRO DEVIC, 10...

  • Page 170
    ...holding securities of the Company under an employee benefit plan now or hereafter established by the Company. As used herein, the term "beneficial owner" shall have the same meaning as under Section 13(d) of the Exchange Act and related case law. 5 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 171
    ... is entitled to make a maximum of two elections to postpone his or her initial Security Release Date under this Agreement. (b) Employee shall attain his or her Security Release Date upon becoming disabled while employed by the Employer. Employee 6 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 172
    ... (a) The Compensation Committee of the Board of Directors of the Company (the "Administrator") shall administer this Agreement. The Administrator (either directly or through its designees) will have power and authority to interpret, construe, 7 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 173
    ... of Arbitrators located in the State of California or (2) a retired California Superior Court or Appellate Court judge. Within one week after receipt of the list, the Administrator shall select one of the five arbitrators as the arbitrator for the dispute in question. If the Administrator fails to...

  • Page 174
    ... the death benefit thereof. The Company's Security Interest in the Policy shall be specifically limited to the rights set forth above in this Agreement, notwithstanding the provisions of any other documents including the Policy. Employee agrees to execute 9 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 175
    ... to be given under the provisions of this Agreement by one party to another shall be in writing, signed by the party giving or making it, and may be given either by delivering it to such other party personally or by mailing it, by United States 10 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 176
    ... parties hereunder shall be controlled by the laws of the State of California. (b) If this Agreement is considered a "plan" under the Employee Retirement Income Security Act of 1974 (ERISA), both the Company and Employee acknowledge and agree that for all purposes the Agreement shall be treated as...

  • Page 177
    20. The Company and Employee agree to execute any and all documents necessary to effectuate the terms of this Agreement. EMPLOYEE _____ ADVANCED MICRO DEVICES, INC. By: _____ Its _____ 12 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 178
    ... as the owner (the "Owner") of Life Insurance Policy Number _____ (the "Policy") issued by The Manufacturers Life Insurance Company of America (the "Insurer") upon the life of Owner and by Advanced Micro Devices, Inc. a _____ corporation (the "Assignee"). WHEREAS, the Owner is a valued employee of...

  • Page 179
    ... event of a Qualifying Event (as set forth in Section 5(c) of the Agreement; and (iv) the obligation of the Owner to name the Assignee as beneficiary for a portion of the death benefit under the Policy in the event of the death of the insured prior to Owner's termination of employment with Employer...

  • Page 180
    ... paid, at the address set forth below: Advanced Micro Devices, Inc. One AMD Place M/S 181 Sunnyvale, California 94088 Attn: Corporate Compensation Manager The foregoing address shall be the appropriate address for such notices to be sent unless and until the receipt by both Owner and the Insurer...

  • Page 181
    ... the Policy. In the event that the Assignee ever receives or may be deemed to have received any right or interest beyond the limited rights described herein and in the Agreement, such right or interest shall be held in trust for the benefit of the Owner and be held separate from the property of...

  • Page 182
    ... the rights of Owner in the Policy as provided in the Agreement. In no event shall this provision be interpreted to reduce Owner's rights in the Policy or expand in any way the rights or benefits of the Assignee under the Agreement. In the event that Owner terminates employment with Employer for any...

  • Page 183
    ... Advanced Micro Devices, Inc. ("the Company") and me as of _____, 199__ (the "Agreement"), I hereby notify the Company that I request to be released on Security Release Date") from the Company's collateral security interest in Policy Number _____ issued by The Manufacturers Life Insurance Company...

  • Page 184
    ... collaterally assigned to Advanced Micro Devices, Inc.) under Life Insurance Policy No. _____ which Advanced Micro Devices, Inc. has caused The Manufacturers Life Insurance Company of America to issue to him/her. I also understand that this consent is valid only with respect to the naming of the...

  • Page 185
    ...to be employed by the Company or one of it subsidiaries until such date. _____ Participant Received by Advanced Micro Devices on _____ By Date DATE Second Election to Postpone Security Release Date Pursuant to the Split-Dollar Life Insurance Agreement entered into between Advanced Micro Devices...

  • Page 186
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 187
    ... ("Compaq") and Advanced Micro Devices, Inc. ("AMD"). The terms and conditions contained in this Agreement shall govern the purchase and sale of Product specified on purchase orders issued by Compaq. For purposes of this Agreement, Product shall mean any current or future microprocessors that are...

  • Page 188
    ...in writing by Compaq. Compaq hereby gives notice of its objection to any additional or different terms. B. AMD agrees that all Compaq sites, and subsidiaries, wherever located, shall be entitled to make purchases under this Agreement. In addition, at Compaq's request, AMD agrees to drop ship Product...

  • Page 189
    ...THE SECURITIES AND EXCHANGE COMMISSION] days prior to the end of the then-current quarter, Compaq and AMD shall meet to review pricing for the following quarter (Pricing Meeting). At the Pricing Meeting, Compaq and AMD shall agree on the price for Product E. 6. A. Source: ADVANCED MICRO DEVIC, 10...

  • Page 190
    ... The independent auditor shall only report to Compaq whether AMD is complying with the terms of this Agreement. Compaq shall be entitled to purchase Product from AMD at an Effective Price [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] equal to the...

  • Page 191
    ...may sell Product to its distributors and end-users for use as replacement parts, upgrades parts and/or spare parts. AMD agrees that Compaq will be [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] relative to any M. N. Source: ADVANCED MICRO DEVIC...

  • Page 192
    ... ship-to location. AMD represents and warrants that it will use its best efforts to at all times meet the delivery dates for Products on the committed delivery date. All sales are F.O.B. Point of Shipment. Title and risk of loss shall pass to Compaq upon AMD's delivery of Product purchased hereunder...

  • Page 193
    ...transportation rates and meet carrier's requirements or those set forth in the Product specification attached as Exhibit B ("Specification"). Each shipping container shall be marked to show Compaq's Order number, part number, revision level, lot number, and quantity contained therein. A packing list...

  • Page 194
    ... for full credit of the purchase price plus any transportation charges paid by Compaq, or require prompt correction or replacement of defective or non-conforming Product, which rights shall be in addition to such other rights as Compaq may have in law or under any other agreement. Return to AMD of...

  • Page 195
    ... non-conforming Product. 12. PAYMENT AND SET-OFF A. Compaq shall issue payment for Product delivered by AMD under individual Orders. Terms of payment shall be net [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] days from the date of AMD's invoice...

  • Page 196
    ... delivered by AMD prior to AMD's notification of delay to Compaq. In the event the parties do not terminate this Agreement and/or Order due to a Force Majeure, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure. Source: ADVANCED MICRO DEVIC, 10...

  • Page 197
    ... addresses set forth below, or at any new address subsequently designated in writing by either party to the other: If to AMD: Advanced Micro Devices, Inc. 20333 SH 249 Suite 525 Houston, TX ATTN: Sales Manager with a copy to: Advanced Micro Devices, Inc. One AMD Place Mail Stop 68 Sunnyvale...

  • Page 198
    ... affecting Compaq's specifications or requiring changes in the circuitry of Compaq's equipment where such Product is used and provide Compaq with such noninfringing Products in exchange for the infringing Products or if (i) or (ii) are not possible, then (iii) Source: ADVANCED MICRO DEVIC, 10...

  • Page 199
    ... assert any claim or action that Compaq's or its customers' use of infringes any IPR of AMD, and AMD hereby mediate and immediate, an immunity from any F. Except for the rights specifically set forth elsewhere in Section 19 and Section 20, the sale of Products by AMD does not convey any license by...

  • Page 200
    ...at prices set forth in this Agreement, and AMD shall deliver Product against such Orders even if the Notice Period extends beyond the Term of this Agreement. Compaq must take final delivery of this Product within [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE...

  • Page 201
    ... obliged to pay as a result of any and all loss, expense, damage, liability, claims, demands, either at law or in equity, of every nature whatsoever in favor of any person, including both AMD's and Compaq's employees, resulting from any personal injury or death caused by the use of any Product sold...

  • Page 202
    ...party or the direct product of such data to any person or destination when such export, re-export or is prohibited by the laws of the United States or regulations of Department of the United States. shall not technical technical disclosure a B. C. D. E. Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 203
    ... REPRESENTATIVES OF THE PARTIES HAVE EXECUTED THIS AGREEMENT. For Compaq /s/ Eckhard Pfeiffer 1/26/94 Signature (date) Eckhard Pfeiffer Name President and CEO Title For AMD /s/ W.J. Sanders III 1/24/94 Signature (date) W.J. Sanders III Name Chairman and CEO Title Source: ADVANCED MICRO DEVIC...

  • Page 204
    ... INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] quantities in [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] provided sufficient notice is given to Compaq. Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 205
    EXHIBIT B SPECIFICATION AMD agrees that all Product shall conform to the applicable specification for the Product. Compaq shall provide AMD with the applicable specification and part number for the Product prior to issuing Orders for such Product. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 206
    ... C QUALITY AGREEMENT AMD and Compaq will work together to ensure that AMD's quality process is capable of mass production of Product in accordance with Compaq's World Class Supplier Process(W.C.S.P.) specification, to assure cost, delivery and flexibility. Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 207
    ... INFORMATION OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] * Applies only to [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] no later than the following calendar quarter. Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 208
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 209
    ....36 FOUNDRY AGREEMENT BETWEEN DIGITAL EQUIPMENT CORPORATION AND ADVANCED MICRO DEVICES, INC. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Source: ADVANCED MICRO DEVIC, 10...

  • Page 210
    ...1 - DEFINITIONS...2 - NATURE OF THIS AGREEMENT...3 - DEVELOPMENT PROCEDURE...4 - DEVICE QUALIFICATION...5 - PRODUCTION...6 - OWNERSHIP AND LICENSES...7 - MASK WORKS RIGHTS...8 - PURCHASE ORDERS AND FORECASTS...9 - PAYMENT...10 - DELIVERY AND ACCEPTANCE...11 - TERM AND TERMINATION...12 - WARRANTY AND...

  • Page 211
    ... 1 - DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: 1.1 DEVICE shall mean a fully qualified, semiconductor integrated circuit, embodying a specific unique design provided to DIGITAL by AMD which corresponds to an AMD microprocessor product and...

  • Page 212
    ... AMD to DIGITAL in the TECHNOLOGY PACKAGE. 1.8 AMD DEVICE SPECIFICATION shall mean the document which shall define the specific function, electrical, timing, mechanical, environmental, reliability and other requirements of a DEVICE. 1.9 TERM shall mean the period of time during which this Agreement...

  • Page 213
    ... by AMD to DIGITAL, or access to the results of the utilization of which are needed to be provided by AMD to DIGITAL, to convert an AMD DEVICE electronic layout design data base to DIGITAL's fabrication process design rules and parameters, and fabricate PROTOTYPES and 3 Source: ADVANCED MICRO DEVIC...

  • Page 214
    ... DIGITAL to fabricate DEVICES, which meet the AMD specifications for such DEVICES. 3.4 DIGITAL shall provide specific design engineering services to incorporate [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] . AMD shall pay DIGITAL [CONFIDENTIAL...

  • Page 215
    3.5 AMD will provide to DIGITAL such test programs and patterns, as shall be agreed upon by the parties are needed by DIGITAL to produce DEVICES, and as shall be listed in Exhibit B as part of the TECHNOLOGY PACKAGE. 3.6 While an employee of one party is on the premises of the other party in order ...

  • Page 216
    ... by a Purchase Order, which denominates the DEVICES being ordered as PREQUALIFICATION DEVICES. SECTION 5 - PRODUCTION 5.1 5.2 DIGITAL will manufacture the DEVICES as WAFERS with tested die. Upon successful completion of PRODUCT QUALIFICATION: 5.2.1 As part of the production ramp up, DIGITAL shall...

  • Page 217
    ... in writing of its intention to cancel such orders for subsequent production and include any substantiating data. 5.5 AMD and DIGITAL will work together to install a mutually agreed upon Wafer Level Reliability (WLR) program. The results of the program will be used to monitor the process, identify...

  • Page 218
    ...EXCHANGE COMMISSION] . AMD products include, without limitation, those products sold under the AMD name for which AMD is licensed to make, have made, use, sell, or otherwise dispose of. This license shall be considered to be fully paid-up if this Agreement is not terminated prior to its initial term...

  • Page 219
    ... the specific DEVICE to be supplied. 8.1.1 Purchase Orders issued by AMD shall contain a minimum of [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of demand forecast by DEVICE type and die level part number with firm delivery dates and locations...

  • Page 220
    ... no fault of DIGITAL, AMD will pay DIGITAL for all such WAFERS started prior to DIGITAL receiving the written notice. Prices for such work in progress (WIP) WAFERS will be prorated based on the stage of production, but in no event shall the price exceed the completed price as stated in the Section...

  • Page 221
    ...AMD and DIGITAL. If any delay in delivery by DIGITAL of an order or portion thereof, exceeds [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], AMD may cancel the corresponding order or portion without liability to AMD. 10.3 Purchase acceptance tests...

  • Page 222
    ...than DIGITAL, improper testing or use contrary to any instructions issued by DIGITAL within a reasonable time, DIGITAL shall, at DIGITAL's sole option, either replace or credit AMD for such DEVICES. This warranty extends to AMD only and may be invoked by AMD only for itself or its customers. DIGITAL...

  • Page 223
    ... losses to AMD contained in the judgment or settlement of any suit or proceeding brought against AMD for infringement of copyright, patent, trademark or other INTELLECTUAL PROPERTY RIGHTS arising from AMD's purchase, sale, or use of die, WAFERS or DEVICES manufactured by DIGITAL. DIGITAL will defend...

  • Page 224
    ... from operating under such disputed license while the matter is on appeal. In the event of a termination under the terms of this Section, AMD shall pay DIGITAL for any DEVICES already ordered by AMD and in the process of production as provided for in Section 8.4. 12.7 AMD warrants to the best of...

  • Page 225
    ... laws, or be construed as granting any license under any present or future patent or copyright rights or mask works rights, or application therefor, or preclude marketing an product unless such marketing constitutes unauthorized use and/or disclosure of INFORMATION. 15 Source: ADVANCED MICRO DEVIC...

  • Page 226
    ... immediate product (including technical data to Afghanistan, People's Republic of China, or any Country Group Q, S, W, Y, or Z country specified in Supplement No.1 to Part 370 U.S. Dept. of Commerce Export Administration Regulations. 13.10 Each party shall insure, to the extent that it employs any...

  • Page 227
    ..., MA 01749 Attn: Semiconductor Operations Group Manager With a copy to: Digital Equipment Corporation Law Department 111 Powdermill Road Maynard, MA 01754 Attn: Semiconductor Operations Counsel If to AMD: Advanced Micro Devices, Inc. 901 Thompson Place P.O. Box 3453 Sunnyvale, CA 94088-3453 Attn...

  • Page 228
    ... of this Agreement. No amendment, modification, alteration, addition or change in the terms hereof, or addition of new Exhibits, shall be binding on either party unless reduced to writing and duly executed by authorized representatives of all the parties hereto. 18 Source: ADVANCED MICRO DEVIC, 10...

  • Page 229
    ...parties have caused this Agreement to be executed by their duly authorized representatives as of this day 4 of Feb , 1994 DIGITAL EQUIPMENT CORPORATION /s/ R.E. Caldwell Signature R.E. Caldwell Printed Name V.P. Semiconductor OPS Title 2/4/94 Date 19 ADVANCED MICRO DEVICES, INC. /s/ Gene Conner...

  • Page 230
    ... AND DEVICE SPECIFICATIONS DEVICES - - ------[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] DEVICE SPECIFICATIONS CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] 20 Source: ADVANCED MICRO DEVIC...

  • Page 231
    ... Plan". The project plan will be updated and tracked by the joint AMD-DIGITAL start-up team. SECTION 2: Device Technology Package As a part of the start-up of AM486 manufacturing at DIGITAL, AMD will transfer to DIGITAL certain information necessary for the manufacturing of the product at DIGITAL...

  • Page 232
    ...The process and product qualification requirements are described in the following AMD controlled documents: --Fab Process Technology Qualification Specification # 00.021.2 Revision D --Product Reliability Qualification Specification # 00.021.4 Revision A 22 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 233
    ... in die size can trigger a review of these initial scrap limits if requested by DIGITAL). Recognizing that product reliability is heavily dependent on defect levels, these scrap limits will be reviewed by AMD and DIGITAL on a semi-annual basis and adjusted upward as yield improves. New limits should...

  • Page 234
    ... Outgoing ---------Inspection specification #306-005, or as modified by mutual agreement of the parties. DIGITAL has the option on any questionable material, that does not meet the inspection criteria, to request a joint disposition review by AMD and DIGITAL. 24 Source: ADVANCED MICRO DEVIC, 10...

  • Page 235
    EXHIBIT E PAYMENT CALCULATION As per Section 9.1, AMD will pay DIGITAL for DEVICES according to the following formula: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] 25 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 236
    EXHIBIT F [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] 26 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 237
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 238
    EXHIBIT 10.37 FOUNDRY AGREEMENT BETWEEN ADVANCED MICRO DEVICES, INC. AND TAIWAN SEMICONDUCTOR MANUFACTURING CORPORATION, LTD. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT....

  • Page 239
    ...10. 11. DEFINITIONS...PROCESS TECHNOLOGY...PRODUCTION...ON-SITE INSPECTION AND VENDOR INFORMATION...TERM AND TERMINATION...CONFIDENTIAL INFORMATION...WARRANTY/ACCEPTANCE TESTING...PRICES/PAYMENT...DELIVERY...INDEMNIFICATION... 1 2 4 5 6 7 7 8 9 9 GENERAL...10 EXHIBIT A (1.3) PRODUCTS...13 EXHIBIT...

  • Page 240
    ... at No. 121, Park Avenue 3, Science Based Industrial Park, Hsin-chu, Taiwan, and Advanced Micro Devices, Inc. (AMD), a Delaware U.S.A. corporation having its principal office at One AMD Place, Sunnyvale, California 94088-3453. WHEREAS, AMD has developed certain technology relating to microprocessors...

  • Page 241
    ...be transferred information related to Wafer production, Products and test under this Agreement including all exhibits, and information including but not limited to technical information, database tapes, specifications, test tapes, masks and supporting documentation provided either orally, in writing...

  • Page 242
    ...target date for completion of Qualification is June 31, 1995. TSMC will make its best effort to complete Qualification by August 31, 1995. Time is of the essence for AMD so that, if TSMC fails to complete Qualification by October 31, 1995, and AMD is not at fault, the 3 Source: ADVANCED MICRO DEVIC...

  • Page 243
    ... Qualified Process to the 8" wafer production line currently under construction in a timely fashion. AMD will provide reasonable support for the transfer. 3. PRODUCTION 3.1 Using the Qualified Process, TSMC will manufacture the Products as Wafers with tested Die. 3.2 As soon as a process becomes...

  • Page 244
    ... modifications to the Products or the Qualification Requirements are required, including modifications to mask tooling, process or testing, TSMC agrees to make such modifications within a reasonable period of time after notification in writing by AMD. The 5 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 245
    ...TSMC will allow AMD to perform an audit of TSMC's manufacturing facility for the purpose of verifying proper production of AMD Products. TSMC will provide AMD with process control information, including but not limited to: process and electrical test yield results, current process specifications and...

  • Page 246
    ...benefit of creditors; or 5.3.6 the institution of any proceedings for the liquidation or winding up of such other party's business or for the termination of its corporate charter; or 5.3.7 the majority ownership or the controlling entity of the other party is changed. 7 Source: ADVANCED MICRO DEVIC...

  • Page 247
    ... AMD's location, and any such Die and/or Wafers so inspected shall not be returned to TSMC without its prior written consent. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF 8 Source: ADVANCED MICRO DEVIC...

  • Page 248
    ... monitor its production. 8. PRICES/PAYMENT 8.1 AMD will purchase Die from TSMC at prices not to exceed those set forth [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] in the Price Table of Exhibit E (8.1). The Price Table will be updated annually...

  • Page 249
    ...TSMC all needed information, assistance and authority, at TSMC's expense, necessary for TSMC to defend any such suit or proceeding. If use or sale of the Die or Wafers is enjoined, TSMC will, at its expense, procure for AMD the right to continue 10 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 250
    ... other without the other party's prior written permission. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors, administrators, heirs and assigns. 11 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 251
    ... side of the AMD purchase order sheet and/or the TSMC acknowledgement form shall not be part of this Agreement nor shall they constitute the terms and conditions of the sales contract for the Products even in case such AMD purchase order sheet or TSMC's 12 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 252
    ... HAVE HAD THEIR DULY AUTHORIZED REPRESENTATIVES EXECUTE THIS AGREEMENT IN DUPLICATE ORIGINALS TO HAVE AN EFFECTIVE DATE ON THE LAST DATE SUBSCRIBED BELOW OR _____. Taiwan Semiconductor Manufacturing Corporation By: /s/ D.W. Brooks By: Advanced Micro Devices, Inc. /s/ Gene Conner Title: President...

  • Page 253
    EXHIBIT A (1.3) PRODUCTS Products Am486 Product Specifications Refer to the Am486 product family Data Sheets. 14 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 254
    ...heavily dependent on defect levels, these scrap limits will be reviewed by AMD and TSMC on a semi-annual basis and adjusted upward as yield improves. New limits should be set based on -----yield data from the latest six (6) months of production. 15 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 255
    ... QUALIFICATION PLAN The Qualification Plan is defined by AMD's 002 Plan, which describes the Transfer Documentation for the topographical design rules and parametric specifications. The project plan will be updated and tracked by the joint AMDTSMC start-up team. 16 Source: ADVANCED MICRO DEVIC, 10...

  • Page 256
    ...at a rate of [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] per quarter starting as early as 2Q97 or as late as the beginning of 4Q97. TSMC will provide the capacity as required to implement the ramp down plan. 17 Source: ADVANCED MICRO DEVIC, 10...

  • Page 257
    ... (10 weeks in advance). 2. AMD will guarantee testing support. If AMD fails and TSMC misses committed deliveries, then the delivery will be rescheduled based on available test time. Line stoppage for mask change will be handled the same as (2). 18 3. Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 258
    ... SECURITIES AND EXCHANGE COMMISSION] Prices are [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] . Prices for [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] . 19 Source: ADVANCED MICRO DEVIC, 10...

  • Page 259
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 260
    ... the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which...

  • Page 261
    ...or any partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer or employee. The provisions of this Section 1(d) shall not be deemed to be exclusive or to limit in any way the circumstances...

  • Page 262
    ... will or could be sought under this Agreement. Notice to the Company shall be directed to Advanced Micro Devices, Inc., One AMD Place, Sunnyvale, California 94088 (Attn: Legal Department) (or such other address as the Company shall designate in writing to Indemnitee). Notice shall be deemed received...

  • Page 263
    ... parties (for example, under any insurance policy purchased by the Company, Indemnitee or any other person or entity) before Indemnitee enforces this Agreement. Nevertheless, to the extent that the Company actually indemnifies Indemnitee or advances expenses, the Company shall be entitled to enforce...

  • Page 264
    ...the Company's Certificate of Incorporation, the Company's By-laws or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such...

  • Page 265
    ..., ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to Indemnitee by an insurance carrier under a policy of directors' and officers' liability insurance maintained by the Company. 6 (c) (b) (a) 9. 8. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 266
    ... corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have...

  • Page 267
    ..., the parties hereto have executed this Agreement as of the date first above written. ADVANCED MICRO DEVICES, INC. By: 15. 14. _____ (Name) (Title) One AMD Place Sunnyvale, California 94088 AGREED TO AND ACCEPTED: INDEMNITEE: _____ (Name Address) 8 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 268
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 269
    EXHIBIT 10.39 TERM LOAN AGREEMENT Dated as of January 5, 1995 among ADVANCED MICRO DEVICES, INC., ABN AMRO BANK N.V., as Administrative Agent, ABN AMRO BANK, N.V. and CIBC INC., as Co-Arrangers, and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO Source: ADVANCED MICRO DEVIC, 10-K, March 07,...

  • Page 270
    ... Costs and Reduction of Return ...3.4 Funding Losses ...3.5 Inability to Determine Rates ...3.6 Certificates of Banks ...3.7 Survival ...i Page 1 1 19 20 20 20 20 20 20 21 21 21 21 21 22 22 23 25 25 25 26 26 26 27 27 28 29 29 29 33 34 35 35 36 36 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 271
    ...; Conditions to Funding Date ...(a) Term Loan Agreement. This Agreement, executed by the Company, the Administrative Agent and each of the Banks; (b) (c) (d) (e) Notes ...Notice of Borrowing ...Resolutions: Incumbency ...Certificate of Incorporation; By-laws and Good Standing ...(f) Legal Opinion...

  • Page 272
    ... Property ...6.6 Insurance ...6.7 Payment of Obligations ...6.8 Compliance with Laws ...6.9 Inspection of Property and Books and Records ...6.10 Environmental Laws ...6.11 Use of Proceeds ...ARTICLE VII NEGATIVE COVENANTS ...7.1 Limitation on Liens ...7.2 Disposition of Assets ...7.3 Consolidations...

  • Page 273
    ...10.9 Set-off ...10.10 Automatic Debits of Fees ...10.11 Notification of Addresses, Lending Offices, etc...10.12 Counterparts ...10.13 Severability ...10.14 No Third Parties Benefitted ...10.15 Time ...10.16 Governing Law and Jurisdiction ...10.17 Waiver of Jury Trial ...10.18 Entire Agreement ...10...

  • Page 274
    ... Matters Material Indebtedness Certain Environmental Matters Subsidiaries Capitalization Existing Liens Existing Guaranty Obligations v. Exhibit E Exhibit F Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 275
    ...with another Person (other than a Person that is a Subsidiary of the Company) provided that the Company or the Company's Subsidiary is the surviving entity. "Administrative Agent" means ABN AMRO Bank N.V. in its capacity as administrative agent for the Banks 1. 1.1 Source: ADVANCED MICRO DEVIC, 10...

  • Page 276
    ...Without limitation, any director, executive officer or beneficial owner of 5% or more of the equity of a Person shall for the purposes of this Agreement, be deemed to control the other Person. In no event shall any Bank be deemed an "Affiliate" of the Company or any Subsidiary of the Company. "Agent...

  • Page 277
    ... commercial banks in New York City or San Francisco are authorized or required by law to close and, if the applicable Business Day relates to any Offshore Rate Loan, means such a day on which dealings are carried on in the applicable offshore dollar interbank market. "Capital Adequacy Regulation...

  • Page 278
    ...ownership of issued and outstanding shares of voting stock of the Company, the result of which acquisition is that such person or such group possesses in excess of 20% of the combined voting power of all then-issued and outstanding voting stock of the Company, or 4. Source: ADVANCED MICRO DEVIC, 10...

  • Page 279
    ... current liabilities on a consolidated balance sheet of the Company and its Subsidiaries, but in any event including all outstanding revolving credit loans under the Amended and Restated Credit Agreement dated as of September 21, 1994 among the Company, Bank of America National Trust and Savings...

  • Page 280
    ... agreement to which such Person is a party or by which it or any of its Property is bound. "Controlled Group" means the Company and all Persons (whether or not incorporated) under common control or treated as a single employer with the Company pursuant to Section 414(b), (c), (m) or (o) of the Code...

  • Page 281
    ... lawful money of the United States. "Domestic Lending Office" means, with respect to each Bank, the office of that Bank designated as such in the signature pages hereto or such other office of the Bank as it may from time to time specify to the Company and the Administrative Agent. "Eligible...

  • Page 282
    ..., common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authorities, in each case relating to environmental, health, safety and land use matters...

  • Page 283
    ... Federal funds transactions in New York City selected by the Administrative Agent. "Federal Reserve Board" means the Board of Governors of the Federal Reserve System or any successor thereof. "Fee Letter" has the meaning specified in subsection 2.8(c). ---------9. Source: ADVANCED MICRO DEVIC, 10...

  • Page 284
    ... or any property constituting direct or indirect security therefor, or (b) to advance or provide funds (i) for the payment or discharge of any such primary obligation, or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency...

  • Page 285
    ... either case with respect to property acquired by the Person (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property); (f) all Capital Lease Obligations; (g) all net obligations with respect to Rate...

  • Page 286
    ... specified in Section 10.5. "Indenture" means the Indenture dated as of March 25, 1987, between --------the Company and The Bank of New York as in effect on September 21, 1994. "Insolvency Proceeding" means (a) any case, action or proceeding before any court or other Governmental Authority...

  • Page 287
    ... case may be, beneath its name on the signature pages hereto, or such other office or offices of such Bank as it may from time to time specify to the Company and the Administrative Agent. "Leverage Ratio" means, at any time, the ratio of total consolidated liabilities to Consolidated Tangible Net...

  • Page 288
    ... may be an ---Offshore Rate Loan or a Base Rate Loan. "Loan Documents" means this Agreement, any Notes, the Fee Letter and all documents and/or instruments executed and delivered to the Administrative Agent or any of the Banks in connection herewith or therewith. "Long Term Investments" means those...

  • Page 289
    ... each case, based upon the Company's most recent annual or quarterly financial statements delivered to the Administrative Agent pursuant to Section 6.1. "Moody's" means Moody's Investors Service, Inc. and any successor ------thereto that is a nationally recognized rating agency. "Multiemployer Plan...

  • Page 290
    ... duties owing by the Company to any Bank, the Administrative Agent, or any other Person required to be indemnified under any Loan Document, of any kind or nature, arising under this Agreement or under any other Loan Document; present or future, whether or not evidenced by any note, guaranty or other...

  • Page 291
    ...partnership, corporation, business -----trust, joint stock company, trust, unincorporated association, joint venture or Governmental Authority. "Plan" means an employee benefit plan (as defined in Section 3(3) ---of ERISA) which the Company or any member of the Controlled Group sponsors or maintains...

  • Page 292
    ... Company in the normal course of business and all moneys due or to become due, and all rights and claims arising thereunder and all rights related thereto, including those assertable against other Persons in addition to the obligor. "Reportable Event" means, as to any Plan, (a) any of the events set...

  • Page 293
    ... law and other than other shares of a de minimis amount issued to and held by others for the benefit of the Company or another wholly owned subsidiary) 100% of the capital stock of each class having ordinary voting power, and 100% of the capital stock of every other class, in each case, at the time...

  • Page 294
    ..., agreements, certificates, indentures, notices and other writings, however evidenced. (ii) The term "including" is not limiting and means "including without limitation." (iii) The term "pro rata" means ratably in accordance with the respective Commitment Percentages. (d) Performance; Time. Whenever...

  • Page 295
    ... January 13, 1995 as may be agreed in writing by the Company and the Administrative Agent), provided that all conditions precedent set forth in Article 4 with respect to the making of the initial Loans are satisfied or waived by all Banks. 21. 2.1 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 296
    ... so shall not, however, limit or otherwise affect the obligation of the Company hereunder to pay any amount owing with respect to the Loan. In case of a discrepancy between the entries in the Administrative Agent's books and any Bank's books, such Bank's books shall constitute prima facie evidence...

  • Page 297
    .... (c) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Office by 11:00 a.m. (San Francisco time) on the borrowing date requested by the Company in funds immediately...

  • Page 298
    ... to convert such Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/ Continuation, the Administrative Agent will promptly notify each Bank thereof, or, if (i) the Company has failed to select a new...

  • Page 299
    ... Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (g) Notwithstanding any other provision contained in this Agreement, unless consented to by the Administrative Agent...

  • Page 300
    ..."). (b) Other Fees. The Company shall pay to the Administrative Agent for ---------the Administrative Agent's own account, and to CIBC Inc. for CIBC Inc.'s own account, such other fees, and in such amounts, as set forth in letter agreements between 26. Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 301
    ...of the Banks at the Administrative Agent's Payment Office, in dollars and in immediately available funds, no later than 10:00 a.m. (San Francisco time) on the date specified herein. The Administrative Agent will promptly distribute to each Bank its Commitment Percentage (or other applicable share as...

  • Page 302
    ...Day following the Funding Date, the Administrative Agent shall notify the Company of such failure to fund and, upon demand by the Administrative Agent, the Company shall pay such amount to the Administrative Agent for the Administrative Agent's account, 28. Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 303
    ...such purchases. ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY 3.1 Taxes. ----- (a) Subject to subsection 3.1(g), any and all payments by the Company to each Bank or the Administrative Agent under this Agreement shall be made free and clear of, and without 29. Source: ADVANCED MICRO DEVIC, 10...

  • Page 304
    ... this Section 3.1) such Bank or the Administrative Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made; (ii) the Company shall make such deductions and withholdings; 30. Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 305
    ...or, in the case of a Bank which becomes a party hereto pursuant to Section 10.7 after the Funding Date, the date upon which the Bank becomes a party hereto) deliver to the Company through the Administrative Agent two accurate and complete signed originals of Internal Revenue Service Form 4224 or any...

  • Page 306
    ...interest and fees under this Agreement free from withholding of United States Federal income tax; (ii) if at any time the Bank makes any changes necessitating a new form, it shall with reasonable promptness deliver to the Company through the Administrative Agent in replacement for, or in addition to...

  • Page 307
    ...) reasonably incurred by such Bank in the preparation or delivery of such forms or other documentation. (i) If the Company is required to pay additional amounts to any Bank or the Administrative Agent pursuant to subsection 3.1(d), then such Bank shall use its reasonable best efforts (consistent...

  • Page 308
    ... shall from time to time, upon demand therefor by such (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank, additional amounts as sufficient to compensate such Bank for such increased costs. central law), or shall Bank are (b) If...

  • Page 309
    ... for a comparable amount and for a comparable period, whether or not such Offshore Rate Loan is in fact so funded. Inability to Determine Rates. If the Majority Banks shall have determined that for any reason adequate and reasonable 35. 3.5 3.4 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 310
    ... for the Notes) for each Bank: (a) Term Loan Agreement. This Agreement, executed by the Company the Administrative Agent and each of the Banks; (b) Notes. A Note, executed by the Company in favor of each Bank ----and dated the Funding Date; 36. 4.1 3.7 3.6 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 311
    ... telex or telefacsimile for the states of California, Delaware and Texas, dated January 5, 1995; (f) Legal Opinion. An opinion of Bronson, Bronson & McKinnon, counsel to the Company, dated the Funding Date and addressed to the Administrative Agent and the Banks, substantially in the form of Exhibit...

  • Page 312
    ... Company and the Administrative Agent; including any such costs, fees and expenses arising under or referenced in Sections 2.8, 3.1 and 10.4. (h) Certificate. A certificate signed by a Responsible Officer, ----------dated as of the Funding Date, stating that: (i) the representations and warranties...

  • Page 313
    ... AND WARRANTIES The Company represents and warrants to the Administrative Agent and each Bank that as of the Funding Date: Corporate Existence and Power Material Subsidiaries: 5.1 The Company and each of its (a) if a corporation duly organized, validly existing and in good standing under the laws...

  • Page 314
    ...of Law. Governmental Authorization. No approval, consent, exemption authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery performance by, or enforcement against, the Company of the Agreement or...

  • Page 315
    ... such life insurance or employee welfare plan benefits with respect to claims not yet incurred. (g) All members of the Controlled Group have complied in all material respects with the notice and continuation coverage requirements of Section 4980B of the Code. 41. Source: ADVANCED MICRO DEVIC, 10...

  • Page 316
    ... Except as specifically disclosed in Schedule 5.7, no ERISA Event -----------has occurred or is reasonably expected to occur with respect to any Plan. (i) There are no pending or, to the best knowledge of the Company, threatened claims, actions or lawsuits, other than routine claims for benefits in...

  • Page 317
    ... the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) Except as specifically disclosed in the Company's Form 10-Q filed with the SEC for the fiscal quarter ending September 25, 1994, since September 25, 1994, there has been no event or circumstances...

  • Page 318
    ... of their employees of the existence, if any, of any health hazard arising from the conditions of their employment and have met all notification requirements under Title III of CERCLA and all other Environmental Laws. Regulated Entities. None of the Company, any Person controlling the Company, or...

  • Page 319
    .... The authorized, issued and outstanding capital stock of the Company (including securities convertible into or exchangeable for capital stock of the Company), and any outstanding Subordinated Debt are as set forth in Schedule 5.18 hereto Insurance. The Properties of the Company and its...

  • Page 320
    ... Company covenants and agrees that, so long as any Bank shall have any Commitment hereunder, or any Loan or other Obligation shall remain unpaid or unsatisfied, unless the Majority Banks waive compliance in writing: Financial Statements. The Company shall deliver to the Administrative Agent in form...

  • Page 321
    ... which the Administrative Agent shall promptly forward to the Banks: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1(a) above, a letter in form and substance satisfactory to the Majority Banks from the independent certified public accountants reporting on...

  • Page 322
    ... Forms 10-K, 10-Q and 8-K) which the Company may make to, or file with, the Securities and Exchange Commission or any successor or similar Governmental Authority; (d) concurrently with the delivery of the financial statements referred to in subsections 6.1(a), (b) and (c) above, a list identifying...

  • Page 323
    ... date of the most recent audited financial statements of the Company delivered to the Banks pursuant to subsection 6.1(a); (h) of any significant change in accounting policies or financial reporting practices or any other change required to be reported to the SEC; 49. Source: ADVANCED MICRO DEVIC...

  • Page 324
    ... cause each of its Subsidiaries to maintain, and preserve all its Property which is used or useful in its business in good working order and condition, ordinary wear and tear excepted and make all necessary repairs thereto and renewals 50. 6.5 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 325
    ... to permit, representatives of the Administrative Agent or any Bank to visit and inspect any of their respective Properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts 51. 6.9 6.8 6.7 6.6 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 326
    ... reasonable advance notice to the Company; provided, however, when an Event of Default exists the Administrative Agent or any Bank may visit and inspect at the expense of the Company such Properties at any time during business hours and without advance notice. Environmental Laws. The Company shall...

  • Page 327
    ...or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash 53. Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 328
    ...agreement to do any of the foregoing, except: (a) dispositions of inventory, or used, outmoded, worn-out or surplus equipment, all in the Ordinary Course of Business; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement...

  • Page 329
    ... provided by the Company in the form of the Company's capital stock with regard to any single Acquisition shall not exceed at the time of such investment 10% of Consolidated Tangible Net Worth as calculated immediately prior to such Acquisition, (ii) such Acquisitions are of Persons or businesses in...

  • Page 330
    ... date of this Agreement, as determined at the time of Investment; and (iii) the aggregate net cash proceeds received by the Company from the issuance or sale of its capital stock subsequent to the date hereof other than to a Subsidiary reduced by the aggregate cash purchase price paid by the Company...

  • Page 331
    ... new Plan or modify any existing Plan so as to increase its obligations thereunder which could result in any material (in the opinion of the Majority Banks) liability to any member of the Controlled Group, or (v) permit the-present value of all nonforfeitable accrued benefits under any Plan (using...

  • Page 332
    ... (v) issue the Company's 6% Convertible Subordinated Debentures due 2012 in exchange for shares of the Company's Convertible Exchangeable Preferred Stock in accordance with the Certificate of the Powers, Designations, Preferences and Rights relating to such shares; 58. Source: ADVANCED MICRO DEVIC...

  • Page 333
    ...Due 2012, issued in exchange for shares of the Company's Convertible Exchangeable Preferred Stock, in accordance with and to the extent required by Article XI of the Indenture. Modified Quick Ratio. The Company shall not at any time suffer or permit its ratio (determined on a consolidated basis) of...

  • Page 334
    ... is being made, determined quarterly on a consolidated basis and not reduced by any quarterly loss, plus (b) 100% of the Net Proceeds of any sale of capital stock of the Company by or for the account of the Company, occurring after September 21, 1994, plus (c) any increase in stockholders' equity...

  • Page 335
    ... (i) the date upon which a Responsible Officer of the Company knew or should have known of such failure or (ii) the date upon which written notice thereof is given to the Company by the Administrative Agent or any Bank; or (e) Cross-Default. (i) The Company or any of its Subsidiaries fails to make...

  • Page 336
    ... the amendment of a Plan by, a member of the Controlled Group shall result in a net increase in unfunded liabilities to the Controlled Group in excess of five percent (5%) of the Company's Consolidated Tangible Net Worth at such time; (viii) any member 62. Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 337
    ... Company's Consolidated Tangible Net Worth at such time; (x) any member of the Controlled Group is assessed a tax under section 4980B of the Code in excess of five percent (5%) of the Company's Consolidated Tangible Net Worth at such time; or (xi) the occurrence of any combination of events listed...

  • Page 338
    ... an announcement in the form of a statement in a report filed with the SEC) or, if such announcement is made prior to such fiscal period end date, the date that is such fiscal period end date, and (b) the date the Company delivers to the Administrative Agent its audited annual or unaudited quarterly...

  • Page 339
    ...Affiliates, or any of their respective officers, directors, employees, agents, or attorneys-in-fact (collectively, the "Agent-Related Persons") shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document (except...

  • Page 340
    ... and fees required to be paid to the Administrative Agent for the account of the Banks, unless the Administrative Agent shall have received written notice from a Bank or the Company referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "Notice...

  • Page 341
    ... best interest of the Banks. Credit Decision. Each Bank expressly acknowledges that none of the Agent-Related Persons has made any representation or warranty to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Company and its Subsidiaries...

  • Page 342
    ... United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Bank (because the appropriate form was not delivered, was not properly executed, or because such Bank failed to notify Administrative Agent...

  • Page 343
    ... of this Agreement or any other Loan Document, and no consent with respect to any departure by the Company there from, shall be effective unless the same shall be in writing and signed by the Majority Banks, and then such waiver shall be 69. 10.1 9.10 9.9 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 344
    ... that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (ii) the Fee...

  • Page 345
    ... not have any liability to the Company or other Person on account of any action taken or not taken by the Administrative Agent and the Banks in reliance upon such telephonic or facsimile notice. The obligation of the Company to repay the Loans shall not be affected in any way or to any extent by any...

  • Page 346
    ...are (a) General Indemnity. The Company shall pay, indemnify, and hold each Bank, the Administrative Agent and each of their respective Affiliates, and the officers, directors, employees, counsel, agents and attorneys-in-fact of such Persons (each, an "Indemnified Person") harmless from and against...

  • Page 347
    ... event shall any site visit, observation, or testing by the Administrative Agent or any Bank be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under the site, or that there has been or shall be compliance with any Environmental Law. Neither the Company...

  • Page 348
    ... or set-off had not occurred and (b) each Bank severally agrees to pay to the Administrative Agent upon demand its pro rata share of any amount so recovered from or repaid by the Administrative Agent to the extent previously paid or transferred to such Bank by the Administrative Agent. Successors...

  • Page 349
    ... of such obligations, (iii) the Company and the Administrative Agent shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any...

  • Page 350
    ... in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the 76. Source: ADVANCED MICRO DEVIC, 10...

  • Page 351
    ...as the Administrative Agent shall reasonably request. Counterparts. This Agreement may be executed by one or more of the -----------parties to this Agreement in any number of separate counterparts, each of which, when so executed, shall be 77. 10.12 10.11 10.10 10.9 Source: ADVANCED MICRO DEVIC, 10...

  • Page 352
    ... BANKS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CALIFORNIA LAW. Waiver of Jury Trial. THE COMPANY, THE BANKS AND THE ADMINISTRATIVE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A 78. 10.17 Source: ADVANCED MICRO DEVIC...

  • Page 353
    ... Administrative Agent, the Company and other parties, and is the product of all parties hereto. Accordingly, this Agreement and the other Loan Documents shall not be construed in favor of or against the Banks or the Administrative Agent merely because of 79. 10.19 10.18 Source: ADVANCED MICRO DEVIC...

  • Page 354
    ..., the parties hereto have duly executed this Agreement, as of the date first above written. THE COMPANY ----------ADVANCED MICRO DEVICES, INC. By /s/ Marvin D. Burkett Marvin D. Burkett Senior Vice President and Chief Financial Officer Address: 1 AMD Place Sunnyvale, CA 94086 Attn.: John Patterson...

  • Page 355
    THE ADMINISTRATIVE AGENT ABN AMRO BANK, N.V. By /s/ Robert N. Hartinger Title: Group Vice President /s/Inga C. Laspin Title: Corporate Banking Officer By Address: 335 Madison Avenue, 17th Floor New York, NY 10017 Attn.: Linda Boardman Fax No. (212) 682-0364 81. Source: ADVANCED MICRO DEVIC, 10...

  • Page 356
    THE CO-ARRANGERS ABN AMRO BANK, N.V. By /s/ Robert N. Hartinger Title: Group Vice President /s/Inga C. Laspin Title: Corporate Banking Officer By Address: 101 California Street, Suite 4550 San Francisco, CA 94111-5812 Attn.: Robert N. Hartinger Fax No. (415) 362-3524 CIBC Inc. By /s/ Tom R. ...

  • Page 357
    ..., N.V. By /s/ Robert N. Hartinger Title: Group Vice President /s/ Inga C. Laspin Title: Corporate Banking Officer By Address: 101 California Street, Suite 4550 San Francisco, CA 94111-5812 Attn.: Robert N. Hartinger Fax No. (415) 362-3524 83. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 358
    BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Co-Agent and as a Bank By /s/ Kevin McMahon Title: Vice President Address: 555 California Street, 41st Floor San Francisco, CA 94104 Attn.: Kevin McMahon Fax No. (415) 622-2514 84. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 359
    ..., V.P. ----------------------------Title: Vice President /s/ William J. La Herran ----------------------------Title: Vice President By Address: 180 Montgomery Street San Francisco, CA 94104 Attn.: Rafael Lumanlan Fax No. (415) 296-8954 85. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 360
    CIBC INC. By /s/ Tom R. Wagner Title: Vice President Address: 275 Battery Street, Suite 1840 San Francisco, CA 94111 Attn.: Thomas R. Wagner Fax No. (415) 399-5761 86. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 361
    ... ----------------------------Title: Vice President /s/ Marianne Mitosinka ----------------------------Title: Vice President By Address: 345 California Street, Suite 2300 San Francisco, CA 94104 Attn.: John P. Biestman Fax No. (415) 773-7062 87. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 362
    FLEET BANK OF MASSACHUSETTS, NATIONAL ASSOCIATION By Thomas W. Davies Title: Address: 75 State Street Boston, MA 02109 Attn.: Thomas W. Davies Fax No. (617) 346-1633 88. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 363
    INDUSTRIAL BANK OF JAPAN By Yoh Nakahara ----------------------------Title: General Manager Address: 555 California Street, Suite 1610 San Francisco, CA 94104 Attn.: Gregory Stewart Fax No. (415) 982-1917 89. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 364
    THE NIPPON CREDIT BANK, LTD. By Kiyofumi Ichikawa Title: Vice President Address: 550 S. Hope Street Suite 2500 Los Angeles, CA 90071 Attn: Kiyofumi Ichikawa Fax No. 213/628-1649 90. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 365
    ... A NOTE ---- U.S. $_____ _____, California Dated: _____, 1995 FOR VALUE RECEIVED, the undersigned, ADVANCED MICRO DEVICES, INC., a Delaware corporation (the "Company"), HEREBY PROMISES TO PAY in lawful money of ------the United States of America in same-day funds to the order of _____(the "Bank...

  • Page 366
    THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA. ADVANCED MICRO DEVICES, INC. By: _____ Title:_____ 2 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 367
    ...Loans made to Advanced Micro Devices, Inc. under the Term Loan Agreement, dated as of January 5, 1995 (together with all amendments and other supplements or modifications, if any, from time to time hereafter made thereto), and payment of principal of such loans. _____ Notation Amount Date of Loan...

  • Page 368
    ... from time to time party thereto, ABN AMRO Bank N.V., as Administrative Agent and ABN AMRO BANK N.V. and CIBC INC., as CoArrangers Ladies and Gentlemen: The undersigned, ADVANCED MICRO DEVICES, INC. (the "Company"), refers ------to the Loan Agreement, the terms defined therein being used herein...

  • Page 369
    IN WITNESS WHEREOF, the undersigned has executed this Notice of Conversion/Continuation as of the date first set forth above. ADVANCED MICRO DEVICES, INC. By: _____ Title:_____ 2 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 370
    ... defined therein being used herein and in the Schedules attached hereto as therein defined) among ADVANCED MICRO DEVICES, INC., a Delaware corporation (the "Company"), the several financial institutions from ------time to time party thereto, ABN AMRO Bank N.V., as Administrative Agent, and ABN AMRO...

  • Page 371
    ... disclose, and the undersigned has obtained no knowledge of, any Deposit Event as such term is defined in the CIBC Guaranty. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of _____, 199_ (b) _____ (signature) Title:_____ 2 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 372
    ...% of any increase in stockholders' equity resulting from the conversion of debt securities to equity securities, occurring after September 21, 1994 iii) iv) Total b. Actual Consolidated Tangible Net Worth Page i of ii Total assets Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 373
    ... licensing agreements, patents, trademarks, trade names, organization expense, treasury stock, unamortized debt discount and premium, deferred charges and other like intangibles Less:total liabilities (including accrued and deferred income taxes and Subordinated Debt) Consolidated Tangible Net Worth...

  • Page 374
    ... time to time, the "Loan ---Agreement," the terms defined therein being used herein as therein defined among ADVANCED MICRO DEVICES, INC., a Delaware corporation (the "Company"), the ------several financial institutions from time to time party thereto, ABN AMRO BANK N.V., as Administrative Agent...

  • Page 375
    ...to that certain Term Loan Agreement dated as of January 5, 1995 among ADVANCED MICRO DEVICES, INC., a Delaware corporation (the "Company"), the financial institutions from time to time party ------thereto (including the Assignor, the "Banks"), ABN AMRO BANK N.V., as ----Administrative Agent, and ABN...

  • Page 376
    ... States dollars (U.S.$_____), representing the Assignee's Percentage Share of the principal amount of the Loan made, and currently owned, by the Assignor to the Company under the Loan Agreement and outstanding on the Effective Date. (b) The Assignor further agrees to pay to the Administrative Agent...

  • Page 377
    ... Assignor, the Agent or any other Banks and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Loan Agreement. 5. Effective Date: [Notices 3. Source: ADVANCED MICRO DEVIC, 10...

  • Page 378
    ...States or any state or other political subdivision thereof it agrees that it will furnish the Assignor, the Agent and the Company, concurrently with the execution of this Agreement, either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein the Assignee claims...

  • Page 379
    extent that delivery of such form is not authorized by law. The Assignee agrees to comply with Section 3.1(f) of the Loan Agreement (if applicable). 8. Representations and Warranties (a) The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being ...

  • Page 380
    ...execute and deliver such other instruments, and take such other actions, as either party may reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, the delivery of any notices or other documents or instruments to the Company or the Agent...

  • Page 381
    ..., which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Agreement, the other Loan Documents or any document related hereto or thereto. The parties each waive personal service of 7. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 382
    any summons, complaint or other process, which may be made by any other means permitted by California law. (j) The parties each waive their respective rights to a trial by jury of any claim or cause of action based upon or arising out of or related to this Agreement, the Loan Agreement, the other ...

  • Page 383
    ... WHEREOF, the Assignor and the Assignee have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written. _____, Assignor By Title: Address: _____, Assignor By Title: Address: 9. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 384
    ... for Advanced Micro Devices, Inc., a Delaware corporation (the "Company"), in connection with the execution and delivery of the Term Loan Agreement, dated as of January 5, 1995 (the "Agreement"), among the Company, ABN AMRO Bank N.V., as Administrative Agent (the "Agent"), ABN AMRO Bank N.V. and...

  • Page 385
    ...in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease, license and operate its Property, to conduct the business in which it is currently engaged, to execute, deliver and perform its obligations under the Agreement and the...

  • Page 386
    ...Material Subsidiaries is a corporation (or, in the case of AMD (Thailand) Ltd. and Advanced Micro Devices (Singapore) Pte. Ltd., a limited liability company and a private limited company, respectively) duly organized, validly existing and in good standing (where such concept is applicable) under the...

  • Page 387
    ... "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended. 10. To the best of our knowledge after due investigation, the Company has no Subsidiaries other than those set forth on Schedule 5.17 to the Agreement. Source: ADVANCED MICRO DEVIC...

  • Page 388
    ...Agent, Co-Arrangers, Banks, Participants and Assignees. This letter may not be disclosed in whole or in part to any other person or relied upon for any other purpose or otherwise quoted or referred to without our prior written consent, except that you may furnish copies Source: ADVANCED MICRO DEVIC...

  • Page 389
    ... to any state or federal authority having regulatory jurisdiction over you; (c) pursuant to order or legal process of any court or government agency; and (d) in connection with any legal action to which you are a party arising out of the transactions provided for in the Agreement; provided, however...

  • Page 390
    ... ABN AMRO Bank N.V. CIBC Inc. Bank of America National Trust and Savings Association Banque Nationale de Paris First Interstate Bank of California Fleet Bank of Massachusetts, National Association Industrial Bank of Japan, Ltd. The Nippon Credit Bank, Ltd. Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 391
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 392
    ... 11 ADVANCED MICRO DEVICES, INC. STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS Three Years Ended December 25, 1994 (Thousands except per share) PRIMARY Weighted average number of common shares outstanding during the year ...Incremental common shares attributable to shares issuable under employee...

  • Page 393
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 394
    .... The company plans to meet projected long-term demand for flash memory devices through a manufacturing joint venture, Fujitsu AMD Semiconductor Limited (FASL), which is presently scheduled to begin volume production in the second half of 1995. EPROM sales increased in 1994 from 1993 mainly because...

  • Page 395
    ...contest certain rights granted AMD in the arbitration. The company recorded both the ICE case damages and the arbitration award in 1994. (5) Intel and AMD will drop all cases against each other, including appeals, currently ADVANCED MICRO DEVICES, INC. 7 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 396
    ..., and contain and use, under license with Intel, its 486 microcode. The company's next generation superscalar RISC-based K86(TM) products are being designed to be Microsoft(R) Windows(R)-compatible and compete with Intel's post-486 generations of X86 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 397
    microprocessors including the Pentium and the P6. 8 ADVANCED MICRO DEVICES, INC. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 398
    ... recorded for the Intel settlement. The payment of this litigation liability is expected to be made in the first half of 1995. In 1993, the company commenced construction of its 700,000 square-foot submicron semiconductor manufacturing complex in Austin, Texas. Known as Fab 25, the new facility is...

  • Page 399
    subject to revision due to future market conditions. ADVANCED MICRO DEVICES, INC. 9 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 400
    ... Date. Each group of ten Depositary Shares, representing one whole share of Preferred Stock, is convertible, at the option of the holders, into 19.873 shares of common stock of the company at any time prior to 5:00 p.m. Eastern Standard Time on the Redemption Date. No accrued dividends will be paid...

  • Page 401
    ...joint venture NET INCOME Preferred stock dividends NET INCOME APPLICABLE TO COMMON STOCKHOLDERS NET INCOME PER COMMON SHARE: Primary Fully diluted Shares used in per share calculation: Primary 97,510 95,108 91,383 Fully diluted 104,570 102,063 98,475 See accompanying notes ADVANCED MICRO DEVICES...

  • Page 402
    ... other current assets Total current assets Property, plant, and equipment: Land Buildings and leasehold improvements Equipment Construction in progress Total property, plant, and equipment Accumulated depreciation and amortization Property, plant, and equipment, net Investment in joint venture Other...

  • Page 403
    ... and amortization Litigation settlement Net (gain) loss on sale of property, plant, and equipment Write-down of property, plant, and equipment Gain realized on available-for-sale securities Compensation recognized under employee stock plans Undistributed loss of joint venture Changes in operating...

  • Page 404
    ... the investment is being accounted for under the equity method. In 1994, the amount invested in FASL was $139.2 million, and the company's share of net loss during 1994 was $10.6 million, offset by income tax savings of approximately $5.7 million. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 405
    ... same provision, Fujitsu Limited has purchased 2 million shares of AMD common stock, and is required to purchase an additional 2.5 million shares over the next several years, for a total investment not to exceed $100 million. 14 ADVANCED MICRO DEVICES, INC. Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 406
    ... fair values are tabled below. Foreign exchange forward contracts. The company enters into foreign exchange forward contracts to buy and sell currencies as economic hedges of its net monetary asset positions in its foreign subsidiaries. The hedging transactions in 1994 were denominated in lira, yen...

  • Page 407
    ... fair value due to its short-term maturity. The fair value for long-term debt was estimated using discounted cash flow analysis based on estimated interest rates for similar types of borrowing arrangements. ADVANCED MICRO DEVICES, INC. 15 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 408
    ...through credit approvals, credit limits and monitoring procedures. The company performs in depth credit evaluations for all new customers and requires letters of credit, bank guarantees and advance payments, if deemed necessary. Bad debt expenses have not been material. Source: ADVANCED MICRO DEVIC...

  • Page 409
    The counterparties to the agreements relating to the company's foreign exchange and interest rate instruments consist of a number of major high credit quality international financial institutions. The company does not believe that there is significant risk of nonperformance by these counterparties ...

  • Page 410
    ... company sold 345,000 shares of Convertible Exchangeable Preferred Stock, $.10 par value. Dividends at an annual rate of $30 per share (6 percent) on the preferred stock are cumulative from the date of original issue and are payable quarterly in arrears, when and as declared by the company's Board...

  • Page 411
    ... part, at prices declining to approximately $500 per March 15, 1997, plus unpaid dividends. Holders of preferred stock are to limited voting rights under certain conditions. The preferred stock is held by a depositary and 3,450,000 depositary shares, which are listed on the New York Stock Exchange...

  • Page 412
    payable as shown above by $37.4 million, $43.4 million, and $10.5 million in 1994, 1993, and 1992, respectively. Such benefits were credited to capital in excess of par value when realized. 18 ADVANCED MICRO DEVICES, INC. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 413
    ... 1994 1993 1992 SFAS 109 Method SFAS 109 Method SFAS 96 Method Thousands except percent) Tax Rate Tax Rate Tax Rate Statutory federal income tax provision Operating losses utilized State taxes net of federal benefit Tax exempt foreign sales corporation income Tax credits utilized Foreign income...

  • Page 414
    ADVANCED MICRO DEVICES, INC. 19 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 415
    ... ($.05 per share) in 1994. 8. DEBT The company has certain debt agreements that contain provisions regarding restrictions on cash dividends, maintenance of specified working capital and net worth levels, and specific financial ratio requirements. At December 25, 1994, the company was in compliance...

  • Page 416
    ... FOREIGN AND DOMESTIC OPERATIONS The company is currently engaged in a single line of business: The design, development, manufacture, and sale of complex monolithic integrated circuits for use by manufacturers of a broad range of electronic equipment and systems. Operations outside the United States...

  • Page 417
    ... (128,439) ---------$1,448,095 ========== Identifiable assets: United States Europe Asia Eliminations U.S. export sales: Asia Europe 436,120 $ 314,268 $ 360,357 117,811 109,226 99,635 553,931 $ 423,494 $ 459,992 ADVANCED MICRO DEVICES, INC. 21 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 418
    .... Identifiable assets are those assets used in each geographic area. Export sales are United States foreign direct sales to unaffiliated customers primarily in Europe and Asia. 12. EMPLOYEE BENEFIT PLANS Stock option plans. The company has several stock option plans under which key employees have...

  • Page 419
    ... The company's contributions to the 401(k) plan were $3.7 million, $3.2 million and $2.7 million for 1994, 1993 and 1992, respectively. There are four investment funds in which each employee may invest contributions in increments of 10 percent. 22 ADVANCED MICRO DEVICES, INC. Source: ADVANCED MICRO...

  • Page 420
    ... stock may be issued to employees, subject to terms and conditions determined at the discretion of the Board of Directors. The company entered into agreements to issue 180,000 and 19,000 shares in 1994 and 1992, respectively. To date, agreements covering 210,212 shares have been canceled without...

  • Page 421
    ... three sites where releases from underground chemical tanks at its facilities in Santa Clara County, California adversely affected the groundwater. The chemicals released into the groundwater were commonly in use in the semiconductor ADVANCED MICRO DEVICES, INC. 23 Source: ADVANCED MICRO DEVIC, 10...

  • Page 422
    ... fabrication process prior to 1979. At least one of the released chemicals (which is no longer used by the company) has been identified as a probable carcinogen. In 1991, the company received four Final Site Clean-up Requirements Orders from the California Regional Water Quality Control Board, San...

  • Page 423
    ... San Jose, California January 5, 1995, except for the first paragraph of Note 14, as to which the date is January 11, 1995; the fourth paragraph of Note 5, as to which the date is February 10, 1995; and the fourth paragraph of Note 6, as to which the date is February 16, 1995. ADVANCED MICRO DEVICES...

  • Page 424
    ... price range -High $ 30.50 $ 31.00 $ 31.75 $ 31.75 $ 30.25 $ 32.63 $ 32.88 $ 24.50 -Low $ 22.25 $ 24.00 $ 22.63 $ 16.75 $ 17.00 $ 21.50 $ 20.38 $ 17.50 Advanced Micro Devices, Inc.'s common stock (symbol AMD) is listed on the New York Stock Exchange. The company has never paid cash dividends...

  • Page 425
    ...of joint venture Net income (loss) Preferred stock dividends Net income (loss) applicable to common stockholders Net income (loss) per common share -Primary -Fully diluted Shares used in per share calculation -Primary -Fully diluted Long-term debt and capital lease obligations, less current portion...

  • Page 426
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 427
    ... Sdn. Bhd. Advanced Micro Devices Export Sdn. Bhd. Advanced Micro Devices (Singapore) Pte Ltd. AMD International Sales and Service, Ltd. California California Delaware Delaware State or Jurisdiction in Which Incorporated or Organized Belgium Canada France Germany Guam Italy Japan Malaysia Malaysia...

  • Page 428
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 429
    ...-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Advanced Micro Devices, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 25, 1994, and any and all amendments thereto and to file...

  • Page 430
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995

  • Page 431
    ... 982,306 982,306 639,214 0 1,844 469,554 153,703 305,266 0 0 0 305,266 3.02 2.92 _____ Created by 10KWizard www.10KWizard.com Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995