AMD 2000 Annual Report Download

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FORM 10-K405
ADVANCED MICRO DEVICES INC - amd
Filed: March 20, 2001 (period: December 31, 2000)
Annual report. The Regulation S-K Item 405 box on the cover page is checked

Table of contents

  • Page 1
    FORM 10-K405 ADVANCED MICRO DEVICES INC - amd Filed: March 20, 2001 (period: December 31, 2000) Annual report. The Regulation S-K Item 405 box on the cover page is checked

  • Page 2
    ..., FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K - Other Events was filed announcing AMD's third quarter Item 5 SIGNATURES ITEM 14(a) (1) and (2) EX-10.3 (AMD 1992 STOCK INCENTIVE PLAN) EX-10.12 (AMENDED AND RESTATED EMPLOYMENT AGREEMENT) EX-10.13 (2000 STOCK INCENTIVE PLAN) EX-10.14 (AMD...

  • Page 3
    ... INCENTIVE PLAN) EX-10.24 (AMD'S STOCK OPTION PROGRAM) EX-10.50(A4) (AMENDMENT AGREEMENT NO. 3) EX-10.50(F4) (THIRD AMENDMENT TO SPONSOR'S SUPPORT AGREEMENT) EX-10.50(J1) (FIRST AMENDMENT TO AMD HOLDING WAFER PURCHASE AGREEMENT) EX-10.50(L3) (SECOND AMENDMENT TO AMD SAXONIA WAFER PURCHASE AGREEMENT...

  • 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) One AMD Place, Sunnyvale, California (Address of principal executive offices) 94-1692300 (I.R.S. Employer Identification...

  • Page 5
    ... in our other Securities and Exchange Commission reports and filings. General Advanced Micro Devices, Inc. was incorporated under the laws of Delaware on May 1, 1969. Our mailing address and executive offices are located at One AMD Place, Sunnyvale, California 94086, and our telephone number is (408...

  • Page 6
    ... large capacity main memory, and SRAM provides specialized high-speed memory. We do not produce any DRAM products, which are the largest part of the memory market, or SRAM products. Flash and other non-volatile memory devices are used in applications in which data must be retained after power is...

  • Page 7
    3 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 8
    ... pack services to Legerity. Core Products Core Products ($4.361 billion, or 94 percent, of our 2000 net sales) include PC processor, memory and other IC products, with the majority of the Core Products segment's net sales being derived from PC processors and Flash memory devices. 4 Source: ADVANCED...

  • Page 9
    ... at higher speeds. Intel has dominated the market for microprocessors used in PCs for many years. Because of its dominant market position, Intel has historically set and controlled x86 microprocessor and PC system standards and, thus, dictated the type of product the market requires of...

  • Page 10
    ... cross-license agreement with Intel does not extend to microprocessors that are bus interface protocol compatible with Intel's sixth and subsequent generation processors. Thus, the AMD Athlon and AMD Duron microprocessors are not designed to function with motherboards and chipsets designed to work...

  • Page 11
    ... design kits designed to support AMD seventh-generation microprocessors for use in PCs. As the AMD Athlon and AMD Duron microprocessors do not function with chipsets and motherboards designed to work with Intel microprocessors, we must develop compatible platform products. We license the design...

  • Page 12
    Our expenses for research and development were $642 million in 2000, $636 million in 1999 and $567 million in 1998. These expenses represented 14 percent of net sales in 2000, 22 percent of net sales in 1999 and 22 percent of net sales in 1998. 7 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, ...

  • Page 13
    ... in the sale of ICs is based on: ...performance; product quality and reliability; price; adherence to industry standards; software and hardware compatibility; marketing and distribution capability; brand recognition; financial strength; and ability to deliver in large volumes on a timely basis. In...

  • Page 14
    ..., 2000, the building was complete and the clean room was under construction. We also have foundry arrangements for the production of our products by third parties. Our Submicron Development Center is a 42,000 square foot research and development facility located in Sunnyvale, California. Our current...

  • Page 15
    ... of each company to use the licensed intellectual property of the other with respect to certain products is limited both in scope and geographic areas. For instance, AMD and Fujitsu have cross-licensed their respective intellectual property to produce stand-alone Flash memory devices with geometrics...

  • Page 16
    ... results and on the cost of capital asset acquisition. Our accounting policy for these instruments is based on our designation of such instruments as hedging transactions. We generally do not use derivative financial instruments for speculative or trading purposes. 10 Source: ADVANCED MICRO DEVIC...

  • Page 17
    ... networking devices may be subject to variable royalty payment provisions. Marketing and Sales Our products are marketed and sold under the AMD trademark. We employ a direct sales force through our principal facilities in Sunnyvale, California, and field sales offices throughout the United States...

  • Page 18
    .... We believe that our relationship with our employees is generally good. Executive Officers of the Registrant W. J. Sanders III--Mr. Sanders, 64, is Chairman of the Board and Chief Executive Officer of Advanced Micro Devices, Inc. Mr. Sanders co-founded AMD in 1969. Hector de J. Ruiz--Dr. Ruiz...

  • Page 19
    ... in Sunnyvale, California (One AMD Place). The lease term ends in December 2018. In 2000, we renewed a lease agreement for approximately 175,000 square feet located adjacent to One AMD Place (known as AMD Square) to be used by the product groups as engineering offices and laboratory facilities. We...

  • Page 20
    ... stock (symbol AMD) is listed on the New York Stock Exchange. The information regarding market price range, dividend information and number of holders of our common stock appearing under the captions "Supplementary Financial Data" and "Financial Summary" on pages 46 and 47 of our 2000 Annual Report...

  • Page 21
    ... 45 of our 2000 Annual Report to Stockholders are incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information under the captions...

  • Page 22
    ... Financial Statements or Notes thereto. With the exception of the information specifically incorporated by reference into Parts II and IV of this Annual Report on Form 10-K, the 2000 Annual Report to Stockholders is not to be deemed filed as part of this report. 16 Source: ADVANCED MICRO DEVIC...

  • Page 23
    ... of, or incorporated by reference into, this Annual Report on Form 10-K. The following is a list of such Exhibits: Exhibit Number -----2.1 Description of Exhibits Agreement and Plan of Merger dated October 20, 1995, between AMD and NexGen, Inc., filed as Exhibit 2 to AMD's Quarterly Report for the...

  • Page 24
    ..., and Bank of America NT&SA, as agent for banks, filed as Exhibit 4.6 to AMD's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated by reference. Lease, Option to Purchase and Put Option Agreement, dated as of August 1, 1996, between AMD, as lessor, and AMD Texas Properties, LLC...

  • Page 25
    ...associated limited stock appreciation rights held by officers under certain circumstances, filed as Exhibit 10.10 to AMD's Annual Report on Form 10-K for the fiscal year ended March 31, 1985, is hereby incorporated by reference. Amended and Restated Employment Agreement, dated as of November 3, 2000...

  • Page 26
    ... 10.23(g) to AMD's Quarterly Report on Form 10-Q for the period ended March 31, 1996, is hereby incorporated by reference. AMD's Stock Option Program for Employees Outside the U.S. for options granted after April 25, 2000. Technology Development and License Agreement, dated as of October 1, 1998...

  • Page 27
    .... AMD 1998 Stock Incentive Plan, filed as Exhibit 10.33 to AMD's Annual Report on Form 10-K for the fiscal year ended December 27, 1998, is hereby incorporated by reference. Form of indemnification agreements with officers and directors of AMD, filed as Exhibit 10.38 to AMD's Annual Report on Form...

  • Page 28
    ... the C-4 Technology Transfer and Licensing Agreement, dated as of February 23, 1997, between AMD and International Business Machine Corporation, filed as Exhibit 10.48(a) to AMD's Quarterly Report on Form 10-Q for the period ended March 30, 1997, is hereby incorporated by reference. Design and Build...

  • Page 29
    ... AMD's Annual Report on Form 10-K for the fiscal year ended December 28, 1997, is hereby incorporated by reference. Second Amendment to AMD Saxonia Wafer Purchase Agreement, dated as of February 20, 2001, between AMD Saxony Holding GmbH and AMD Saxony Manufacturing GmbH. AMD Saxonia Research, Design...

  • Page 30
    10.50(n) to AMD's Quarterly Report on Form 10-Q for the period ended March 30, 1997, is hereby incorporated by reference. 23 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 31
    ...officers and directors of AMD, filed as Exhibit 10.56 to AMD's Annual Report on Form 10-K for the fiscal year ended December 26, 1999, is hereby incorporated by reference. Employment Agreement, dated as of September 27, 2000, between AMD and Robert J. Rivet, filed as Exhibit 10.57 to AMD's Quarterly...

  • Page 32
    ...5 - Other Events was filed announcing AMD's third quarter earnings. A Current Report on Form 8-K dated December 11, 2000 reporting under Item 5 - Other Events was filed with respect to expected financial results for the fourth quarter ended December 31, 2000. 25 2. Source: ADVANCED MICRO DEVIC, 10...

  • Page 33
    ... Robert J. Rivet, Attorney-in-Fact) 26 Title ----Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Senior Vice President, Chief Financial Officer (Principal Financial Officer) Director, President and Chief Operating Officer Director Date ---March 19, 2001 March 19...

  • Page 34
    ... Financial Statements or Notes thereto. With the exception of the information specifically incorporated by reference into Parts II and IV of this Annual Report on Form 10-K, our 2000 Annual Report to Stockholders is not to be deemed filed as part of this report. F-1 Source: ADVANCED MICRO DEVIC...

  • Page 35
    ... respect to the financial statement schedule included in this Annual Report (Form 10-K) of Advanced Micro Devices, Inc...Registration Statement on Form S-8 (No. 33-16095) pertaining to the Advanced Micro Devices, Inc. 1987 Restricted Stock Award Plan; Registration Statements on Forms S-8 (Nos. 33...

  • Page 36
    SCHEDULE II ADVANCED MICRO DEVICES, INC. VALUATION AND QUALIFYING ACCOUNTS Years Ended December 27, 1998, December 26, 1999 and December 31, 2000 (in thousands) Balance Beginning of Period --------Allowance for Years ended: December December December doubtful accounts: 27, 1998...26, 1999...31, ...

  • Page 37
    AMD-22934-A Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 38
    Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 39
    ... exercise price of such Related Option. Board or its delegate: The term "Board or its delegate" shall mean the Company's Board of Directors or its delegate as set forth in Sections 3(d) and 3(e) hereinbelow. "Change of Control" Unless otherwise defined in a Participant's employment agreement, the...

  • Page 40
    ... securities of the Company under an employee benefit plan now or hereafter established by the Company. Code: The term "Code" shall mean the Internal Revenue Code of 1986, ---as amended to date and as it may be amended from time to time. Company: The term "Company" shall mean Advanced Micro Devices...

  • Page 41
    the valuation placed on such securities or property by the Board of Directors. Fair Market Value per Share: The term "Fair Market Value per Share shall mean as of any day (i) the closing price for Shares on the New York Stock Exchange as reported on the composite tape on the day as of which such ...

  • Page 42
    ...grants of Options to Outside Directors pursuant to Section 8 hereof, the Board or its delegate shall have the power, subject to and within the limits of the express provisions of the Plan: (1) To grant Options and Rights pursuant to the Plan. (2) To determine from time to time which of the eligible...

  • Page 43
    ...,700,000) Shares of the Company's authorized Common Stock and may be unissued shares or reacquired shares or shares bought on the market for the purposes of issuance under the Plan. If any Options or Rights granted under the Plan shall for any reason terminate or 5 Source: ADVANCED MICRO DEVIC, 10...

  • Page 44
    ... more than 10% of the total combined voting power of the Company or any of its Affiliates unless the exercise price is at least 110% of the Fair Market Value per Share of the stock subject to the option and the term of the option does not exceed five (5) years from the date such ISO is granted...

  • Page 45
    ..., the Board shall give the Participant an opportunity to present to the Board evidence on his behalf. For the purpose of this paragraph, unless otherwise provided in a Participant's employment agreement, termination of service shall be deemed to occur on the date when the Company dispatches notice...

  • Page 46
    ... (including securities of the Company) other than cash, so long as such property constitutes valid consideration for the stock under applicable law and has a fair market value on date of delivery equal to the exercise price, or (ii) by delivery to the Company of a 8 Source: ADVANCED MICRO DEVIC, 10...

  • Page 47
    ... or by delivering to the Company a sufficient number of previously acquired Shares owned for at least six months or such other period as the Board or its delegate may require. The value of Shares withheld or delivered shall be the Fair Market Value per Share on the date the exercise becomes taxable...

  • Page 48
    ... Exchange Act, the term "Spread" as used in paragraph (c) of this Section 11 shall mean an amount equal to the product computed by multiplying (i) the excess of (A) the Fair Market Value per Share on the date such General Right is exercised over (B) the Award Price by (ii) the number of Shares with...

  • Page 49
    ..., the event constituting a Change of Control shall have been subject to stockholder approval by non-insider stockholders of the Company, as determined under Rule 16(b)(3) of the Exchange Act, and if such General Right has not been outstanding for at least six months on the date of termination, then...

  • Page 50
    ...the exercise of any Limited Right shall mean an amount equal to the product computed by multiplying (i) the excess of (A) either (x) the highest Fair Market Value per Share during the sixty-day period ending on the date of the Change of Control, or (y) the Event Price per Share, whichever is greater...

  • Page 51
    ...holders of voting stock who are present or represented and entitled to vote at a meeting of stockholders of the Company duly called and held. 16. Amendment of the Plan (a) The Board of Directors at any time, and from time to time, may amend the Plan, 13 Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 52
    ... by the Board of Directors and shall be consistent with the rules of the Securities and Exchange Commission, the Code or the stock exchange(s) on which the Company's shares are listed, as such rules are in effect at the time the Plan amendment is adopted by the Board of Directors. Approval of...

  • Page 53
    ... in this Plan or in any Option or Right agreement shall be deemed to confer on any employee any right to continue in the employ of the Company or any Affiliate or to limit the rights of the Company or its Affiliates, which are hereby expressly reserved, to discharge an employee at any time, with or...

  • Page 54
    ... of and Changes in the Stock...13 Effective Date of the Plan...13 Amendment of the Plan...13 Termination or Suspension of the Plan...14 Registration, Listing, Qualification, Approval of Stock and Options...14 No Right to Employment...15 Miscellaneous...15 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 55
    Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 56
    [EXECUTION COPY] EXHIBIT 10.12 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AS OF NOVEMBER 3, 2000 BETWEEN ADVANCED MICRO DEVICES, INC. AND W. J. SANDERS III Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 57
    ... Benefits During Service...7 Special Retirement Benefit; Change of Control...8 Disability Benefits...10 Death During Service; Split Dollar Policy...10 Confidential Information...11 Inventions, Patents, Copyrights and Proprietary Information...12 Termination by Company...12 Termination by Executive...

  • Page 58
    ... the business community essential to the continued success and growth of Company. C. The non-management directors believe that Executive is uniquely qualified to protect and enhance the best interests of Company and its stockholders and that entering into this amended employment contract to provide...

  • Page 59
    .... 2. Position and Duties (a) Executive shall be employed by Company as its Chairman and Chief Executive Officer through the earlier of the annual stockholders meeting in 2002 or June 30, 2002 (the "Initial Term"). Executive shall report directly and -----------solely to Company's Board of Directors...

  • Page 60
    ... Employment Agreement and as provided below. The Board of Directors (or such Committee as may be designated by the Board) shall review Executive's salary at least annually at or before the first regularly scheduled Board meeting following the annual stockholders meeting of each fiscal year during...

  • Page 61
    ...accrued for profit sharing plan contributions, bonuses under Company's Executive Bonus Plan, bonuses to the Chief Operating Officer of Company and, in fiscal years 2002 and 2003, any other Chief Executive Officer, and bonuses (including bonuses under this Agreement and the Prior Employment Agreement...

  • Page 62
    ... as an officer, director or employee on the applicable vesting date. Each New Option shall be transferable upon election by Executive, to the extent consistent with applicable restrictions under Company's registration of the underlying shares with the SEC. 5 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 63
    ... for elsewhere in this Agreement or the Option Plan), for the following periods after the last date of termination of all of Executive's services to Company in any and all capacities as a director, officer or employee of Company: (i) in the case of a termination because of death or disability...

  • Page 64
    ... use of automobiles as provided from time to time by action of the Board of Directors, as well as, without limitation, group health, disability, and life insurance benefits and participation in any Company profit-sharing, retirement or pension plan, and vacation consistent with the vacation policies...

  • Page 65
    ... or if Company shall terminate Executive's service under this Agreement other than for good cause or because of his death or Disability prior to 2002, the unaccrued installments of the Special Retirement Benefit that would have been payable had he remained as Chief Executive Officer through December...

  • Page 66
    ... any other form or report to the Securities and Exchange Commission or any stock exchange on which Company's shares are listed which requires the reporting of a change of control. In addition, a Change of Control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections...

  • Page 67
    ... full-time service as Chairman and Chief Executive Officer, Company shall be deemed to have terminated this Agreement under Section 13(a)(iii) hereof. 10. Death During Service; Split Dollar Policy If Executive dies during the term of service contemplated by this Agreement, Company shall pay the...

  • Page 68
    ..., such as information about costs, profits, markets, sales, lists of customers, and any other information of a similar nature, also including plans for further development. Except as authorized by Company in writing, Executive shall hold all such confidential information in trust and confidence for...

  • Page 69
    ... in whole or in part on Company time or with the use of Company facilities or materials (except any invention which qualifies fully for exemption under Section 2870 of the California Labor Code) shall belong to Company; provided -------that works of authorship concerning Executive or the electronics...

  • Page 70
    ...retired as of such date under this Agreement. (ii) For good cause upon ten (10) days' written notice from Company. Termination by Company of Executive's service for "good cause" as used in this Agreement shall mean (A) that the Board of Directors has found that Executive has committed a material act...

  • Page 71
    ... Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue Executive as a participant in all compensation, employee benefit, health and welfare and insurance plans, programs...

  • Page 72
    ... to terminate his service under this Agreement upon 30 days' notice to Company given within 180 days following the date on which the Executive becomes aware of any of the following events: (a) Executive is not elected or retained as Chairman and Chief Executive Officer and a director of Company at...

  • Page 73
    ...Date of Termination, all benefits payable to him under any of Company's tax-qualified employee benefit plans and any other plan, program or arrangement relating to deferred compensation, retirement or other benefits including, without limitation, the Special Retirement Benefit and any profit sharing...

  • Page 74
    ... and dependents) in the same after-tax position as if no such income taxes had been imposed. Notwithstanding anything to the contrary in this Agreement, if Executive's service terminates after completion of thirty (30) years of service or 17 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 75
    ... to the approval of Company's chief executive officer. (b) Unless Executive's service is terminated by Company for good cause, for at least ten (10) years following the Date of Termination, Executive shall continue to be indemnified under Company's Certificate of Incorporation and Bylaws at least...

  • Page 76
    ...reason of the fact that Executive is or was a director or officer of Company or serves or served any other corporation fifty percent (50%) or more owned or controlled by Company in any capacity at Company's request, Executive shall be indemnified by Company, and Company shall pay Executive's related...

  • Page 77
    ..., Los Angeles, California 900712899 in the case of Executive, and in the case of Company, to the attention of the Chairman of the Compensation Committee of the Board of Directors with copies to the Chief Financial Officer and the Secretary of Company at the principal executive offices of Company...

  • Page 78
    ...stock ownership plan, stock purchase plan, life insurance plan or similar plan or agreement with Company and/or any of its subsidiaries as "change of control" may be defined in such other agreement or plan, which benefits constitute "parachute payments" within the meaning of Section 280G of the Code...

  • Page 79
    (d) The arbitration shall be conducted in Los Angeles if initiated by Company and in San Francisco if initiated by the Executive or in any other city in the United States of America as the parties to the dispute may designate by mutual written consent. (e) Any decision or award of the arbitral ...

  • Page 80
    Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 81
    ...mean the Company's Board of Directors or its delegate as set forth in Section 3(d) below. (c) "Change of Control" Unless otherwise defined in a Participant's employment agreement, the term "Change of Control" shall be deemed to mean any of the following events: (i) any "person" (as such term is used...

  • Page 82
    ... of the Company under an employee benefit plan now or hereafter established by the Company. (d) "Code" The term "Code" shall mean the Internal Revenue Code of 1986, as amended to date and as it may be amended from time to time. (e) "Company" The term "Company" shall mean Advanced Micro Devices, Inc...

  • Page 83
    ... the Company's Common Stock may be unissued Shares or reacquired Shares or Shares bought on the market for the purposes of issuance under the Plan. If any Options granted under the Plan shall for any reason be forfeited or canceled, terminate or expire, the Shares 3 Source: ADVANCED MICRO DEVIC, 10...

  • Page 84
    ... as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder. (d) Except as otherwise provided in paragraph (e) of this Section 6 or in a Participant's employment agreement, the rights of a Participant to exercise an Option shall be limited as follows...

  • Page 85
    ..., the Board shall give the Participant an opportunity to present to the Board evidence on his behalf. For the purpose of this paragraph, unless otherwise provided in a Participant's employment agreement, termination of service shall be deemed to occur on the date when the Company dispatches notice...

  • Page 86
    ... six months on the date of surrender or were not acquired, directly or indirectly, from the Company, and (y) have a Fair Market Value per Share on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (v) delivery of a properly executed...

  • Page 87
    ... or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so. 15. NO RIGHT TO EMPLOYMENT Nothing in this Plan or in any Option shall be deemed to confer on any employee any...

  • Page 88
    Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 89
    EXHIBIT 10.14 AMD's U.S. Stock Option Program For options granted after April 25, 2000 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 90
    ... position at AMD, and, most importantly, your individual performance. WHAT ARE STOCK OPTIONS? Stock options give you the right to buy shares of AMD common stock at the "exercise price" within a specified number of years. You "exercise" your option by purchasing the underlying shares any time after...

  • Page 91
    2 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 92
    ... acquired by a single person or entity, . Certain changes in the majority of AMD's Board of Directors occur during a two-year period, . A merger or consolidation of the company with or into another company, . Stockholders of the company approve a plan of complete liquidation, or . There is a sale...

  • Page 93
    ...submit a Share Withholding/Delivery Election form in addition to a Stock Option Exercise form to Treasury Services. You may not pay the exercise price by requesting that Treasury Services withhold some of the shares resulting from the options being purchased. 4 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 94
    ... receive the balance of the AMD shares obtained through the purchased options. To withhold shares to pay your taxes, you must send a completed Share Withholding/Delivery Election form and a Stock Option Exercise form to Treasury Services. You may not pay the exercise price of your options by having...

  • Page 95
    ... if the outstanding number of AMD common stock changes as a result of changes in the capitalization of the company. These changes in capitalization include stock dividends, mergers, consolidations, recapitalization, or split-up, combinations or exchange of shares. 6 Source: ADVANCED MICRO DEVIC, 10...

  • Page 96
    .... Participation in the AMD stock option program does not confer on any participant any rights whatsoever with respect to continued employment with the company. Benefits Department One AMD Place P.O. Box 3453, Mailstop 181 Sunnyvale, CA 94088 Rev. 6/00 7 Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 97
    Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 98
    Exhibit 10.15 VICE PRESIDENT INCENTIVE PROGRAM Summary Personal and Confidential AMD [LOGO] Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 99
    ... Sales Growth . AMD Sales Growth vs. WSTS Sales Growth (3 years A separate communication outlining the assigned target percentages for each component of the Plans, and division assignments and financial goals for the STP, will be provided to Participants each year. 1 Source: ADVANCED MICRO DEVIC...

  • Page 100
    ... 30% Weighting 25% Of Plan 100% Of Plan 125% Of Plan _____ /1/ Adjusted Operating Income (OI), referred to as "OI" throughout the plan document, is OI as reported in the GAAP profit and loss statement, adjusted for pre-tax income/loss from FASL. 2 Source: ADVANCED MICRO DEVIC, 10-K405, March 20...

  • Page 101
    ... Success/2 3% 0% 6% Planned Sales Sales Success _____ /2/ Operating Profit performance is related to Planned Sales to allow for a DPB payout if reasonable profits are maintained relative to the original sales plan, even though actual sales may have fluctuated. 3 Source: ADVANCED MICRO DEVIC, 10...

  • Page 102
    ... is 2.0 1.0 x 2.0) = 2.0 We use Pretax OP from the Economic Profit and Loss statement to calculate actual and planned profit success. Planned Division Sales and Planned Division OP are the numbers approved by the Board of Directors as part of the business plan for the Plan Year. Formulas generate...

  • Page 103
    ... target and maximum are 10 percent and 20 percent of base salary, respectively, for all Participants. However executive management may adjust the average target percent in any given Plan Year based on the performance of the Company. Typical guidelines are outlined in Table V: Table V IPB Guidelines...

  • Page 104
    ... are derived as follows in Table VI: _____ /3/ Semiconductor industry data may be modified to be more representative of AMD's product offerings. For instance, the DRAM market segment may be excluded from the Total Semiconductor Sales data. 6 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 105
    ... The maximum multiplier when both factors are combined is two (2.0). Table VII displays combined LTP Multipliers resulting from various ROE and Sales Growth performance levels. Formulas are used to calculate values falling between those shown. 7 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 106
    ... President must be an active Plan participant in the year a carry-over amount is applied in order to be eligible to receive it. VI. Timing of Payouts Bonuses are paid out by the end of the first quarter following the close of a Plan Year. 8 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 107
    ... for at least 6 months of the Plan Year. If active for less than 6 months, any award generated at the end of the year will be prorated as above. Bonus payments will be made to the designated recipient of the Participant's final paycheck. 9 B. C. D. E. Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 108
    ... base pay rate at the end of the Plan Year. For the LTP bonus, the annualized base pay rate at the end of Plan Year three will be the basis for bonus determination. Operating Income, for Plan purposes, is adjusted for pre-tax income/loss from FASL. This is otherwise referred to as Operating Profit...

  • Page 109
    Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 110
    EXHIBIT 10.24 AMD's Stock Option Program for Employees Outside the U.S. For options granted after April 25, 2000 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 111
    ... position at AMD, and, most importantly, your individual performance. WHAT ARE STOCK OPTIONS? Stock options give you the right to buy shares of AMD common stock at the "exercise price" within a specified number of years. You "exercise" your option by purchasing the underlying shares any time after...

  • Page 112
    ... acquired by a single person or entity, . Certain changes in the majority of AMD's Board of Directors occur during a two-year period, . A merger or consolidation of the company with or into another company, . Stockholders of the company approve a plan of complete liquidation, or . There is a sale...

  • Page 113
    ... through a Broker (also known as "Same Day Exercise and Sale") You can contact one of AMD's designated brokers to buy shares of AMD stock at the exercise price and sell them at market price on the same day. You must submit a completed Stock Option Exercise form to Treasury Services on the same day...

  • Page 114
    ... you become vested in your options, even if you do not purchase them. In addition, when you sell your shares of AMD stock, any profit that you receive (the difference between the sale price and the market price on your exercise date) is subject to your country's tax requirements. We recommend that...

  • Page 115
    ... the number of shares or the class of stock subject to your options if the out-standing number of AMD common stock changes as a result of changes in the capitalization of the company. These changes in capitalization include stock dividends, mergers, consolidations, re- Source: ADVANCED MICRO DEVIC...

  • Page 116
    capitalization, or split-up, combinations or exchange of shares. Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 117
    .... Participation in the AMD stock option program does not confer on any participant any rights whatsoever with respect to continued employment with the company. [AMD LOGO] Benefits Department One AMD Place P.O. Box 3453, Mailstop 181 Sunnyvale, CA 94088 Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 118
    Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 119
    ... and between AMD SAXONY MANUFACTURING GMBH and AMD SAXONY HOLDING GMBH and DRESDNER BANK AG and the Other BANKS and FINANCIAL INSTITUTIONS named herein and DRESDNER BANK LUXEMBOURG S.A. _____ TO THE SYNDICATED LOAN AGREEMENT dated 11 March 1997 (As Amended) AND OTHER OPERATIVE DOCUMENTS _____ Baker...

  • Page 120
    INDEX ----- Page Preamble (S) 1 (S) 2 (S) 3 (S) 4 (S) 5 (S) 6 Definitions Amendment of the Loan Agreement Amendment of the Security Documents Condition Precedent Representations and Warranties Miscellaneous 2 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 121
    ...Schedule 9 Schedule 10 Schedule Schedule Schedule Schedule Schedule 11 12 13 14 15 Marked Version of the Loan Agreement Amendment Agreement to Sponsors` Support Agreement Amendment Agreement to the AMD Saxonia Wafer Purchase Agreement Amendment Agreement to the AMD Holding Wafer Purchase Agreement...

  • Page 122
    ... LOAN AGREEMENT DATED 11 MARCH 1997 (AS AMENDED by and between 1. AMD SAXONY MANUFACTURING GMBH, Dresden, registered in the Commercial Register of the Dresden Amtsgericht [Local Court] HRB 13186, - hereinafter referred to as "AMD Saxonia" 2. AMD SAXONY HOLDING GMBH, Dresden, registered in...

  • Page 123
    ...' Support Agreement and the Sponsors' Loan Agreement as amended on 6 February 1998 were again changed and supplemented on 29 June 1999. In view of the development that has meanwhile occurred in the microprocessor production area and the further technical development of the manufacturing processes...

  • Page 124
    ... 7, 8, 9, 10, 14, 16, 17, 18, 21, 24 and 63) hereby is and will be amended and supplemented in accordance with the amendments marked in the version of the Loan Agreement (including the Schedules) attached hereto as Schedule -------1. 6 7. 1.2 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 125
    ...Energieversorgungscenter DresdenWilschdorf; the same holds true for the real property parcel number 707 (folio 925) ...property, being determined by AMD Saxonia and the Security Agent by mutual agreement. The Banks authorize the Security Agent to do so. 7 2.3 2.4 2.5 Source: ADVANCED MICRO DEVIC...

  • Page 126
    ... out in (S) 4.1.1 through (S) 4.1.14. The documents set out in paragraphs 4.1.8 through 4.1.14 must be satisfactory to the Agent in terms of content and form. The documents specified in (S) 4.1.1 through (S) 4.1.10 must have been entered into and/or 8 Source: ADVANCED MICRO DEVIC, 10-K405, March 20...

  • Page 127
    ...Amendment Agreement to Sponsors' Support Agreement pursuant to Schedule 2; ---------Amendment Agreement to the AMD Saxonia Wafer Purchase Agreement pursuant to Schedule 3; ---------Amendment Agreement to the AMD Holding Wafer Purchase Agreement pursuant to Schedule 4; ---------Amendment Agreement to...

  • Page 128
    ... to AMD Companies; will not result in the termination or acceleration of any other obligations of AMD Companies; 5.1.2 (ii) (iii) will not result in an obligation of AMD Companies to create any security in favor of any third party, save as contemplated in the 10 Source: ADVANCED MICRO DEVIC, 10...

  • Page 129
    Security Documents or in the Loan Agreement (as amended by this Amendment Agreement). 5.1.3 All Operative Documents entered into by AMD Companies and referred to in (S) 3.1 and (S) 4.1.1 through (S) 4.1.9 constitute legally binding obligations of AMD Saxonia, AMD Holding and/or AMD Inc. which are ...

  • Page 130
    AMD SAXONY MANUFACTURING GMBH /s/ James Doran --------------Managing Director February 20, 2001 AMD SAXONY HOLDING GMBH /s/ Thomas M. McCoy ------------------Managing Director February 20, 2001 DRESDNER BANK AG, (as Security Agent and Lending Bank) /s/ Marcus Nelgen /s/ Robert von Finckenstein ...

  • Page 131
    ... BANK DEUTSCHE SIEDLUNGS- UND LANDESRENTENBANK /s/ Marcus Nelgen /s/ Robert von Finckenstein ---------------------------------------------HAMBURGISCHE LANDESBANK - GIROZENTRALE /s/ Marcus Nelgen /s/ Robert von Finckenstein ---------------------------------------------13 Source: ADVANCED MICRO DEVIC...

  • Page 132
    ...AG /s/ Marcus Nelgen /s/ Robert von Finckenstein ---------------------------------------------DRESDNER BANK LUXEMBOURG S.A. (as Agent and Paying Agent) /s/ Marcus Nelgen /s/ Robert von Finckenstein ---------------------------------------------14 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 133
    Schedule 1 Marked Version of the Loan Agreement (including Schedules 1, 2, 6, 7, 8, 9, 10, 14, 16, 17, 18, 21, 24 and 63) 15 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 134
    ... AMD SAXONY MANUFACTURING GMBH -as Borrowerand DRESDNER BANK AG - as Security Agent and THE OTHER BANKS AND FINANCIAL INSTITUTIONS named herein -as Lendersand DRESDNER BANK LUXEMBOURG S.A. - as Agent and Paying Agent Baker & McKenzie/Doser Amereller Noack Frankfurt Source: ADVANCED MICRO DEVIC...

  • Page 135
    ... Continuity Clause Representations and Warranties Reporting and Information Requirements Covenants Project Budget; Project Schedule Project Accounts Consent of the Banks Termination of the Facilities by the Banks Agency Provisions Administration of Security Paying Agent Costs Assignment; Sub...

  • Page 136
    ... Agreement AMD Holding Research, Design and Development AMD Saxonia Wafer Purchase Agreement AMD Saxonia Research, Design and Development Management Service Agreement License Agreement Design/Build Agreement; Contractors' Consent Material Equipment Supply/Service Contracts; Agreement AMD Inc. Share...

  • Page 137
    ... of Contractual Rights Assignment (U.S.A.) Hedging Agreement Share Pledge Agreement Security Assignment of Current Assets Global Assignment Charge of Bank Accounts Assignment of Contractual Rights Assignment (U.S.A.) Schedule 57 Schedule Schedule Schedule Schedule 58 59 60 61 Legal Opinion...

  • Page 138
    ... subsidiary of AMD Saxony Holding GmbH domiciled in Dresden, registered in the Commercial Register of the Dresden County Court under HRB 13931 ("AMD Holding") whose sole shareholder is Advanced Micro Devices, Inc., a Delaware corporation of One AMD Place, Sunnyvale, California 94088 - 3453 ("AMD Inc...

  • Page 139
    ... AMD Saxonia, AMD Holding and AMD Inc. AMD Holding Wafer Purchase Agreement: the agreement between AMD Holding and AMD Inc., in the form set out in Schedule 33. ----------AMD K6 microprocessor: the Microsoft Windows compatible general purpose microprocessor under development by AMD Inc. to compete...

  • Page 140
    ...Commercial Code, to the extent the same have a useful operational life of more than one year (not being expenditures chargeable to the profit and loss account). Completion (Fertigstellung): the date on which the initial satisfaction of all conditions set forth in the Technical Completion Certificate...

  • Page 141
    .../or lapse of time, to terminate the relevant Operative Document. Excepted Software Agreements (Ausgenommene Softwarevertrage): means software licences and software service agreements entered into by AMD Saxonia which are used exclusively: (i) for financial planning, business administration systems...

  • Page 142
    ... term of the contract, or which has an initial term in excess of 12 months, or which has an indefinite term, and in either case cannot be terminated by AMD Saxonia on less than 12 months' notice; or (iii) which is listed in Part I of Schedule 40. ----------9 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 143
    ... United States Trust Company of New York, as trustee, the Management Plan, the Project Budget, the Project Schedule, the Plans and Specifications, the Information Memorandum of AMD Saxonia of September 1996, the [Scheduled Project Phase] Technical Completion Certificates (Obligors), the [Scheduled...

  • Page 144
    ... AMD Holding Wafer Purchase Agreement, the AMD Saxonia Research, Design and Development Agreement, in the form set out in Schedule 36, the AMD Holding Research, Design and ----------Development Agreement, in the form set out in Schedule 34, the Management ----------Service Agreement, in the form set...

  • Page 145
    ...Saxonia Wafer Purchase Agreement, the Management Service Agreement as set out in Schedule 37 and employment ----------contracts) which is not an Equipment Supply Contract but excluding Excepted Software Agreements. Sponsors (Sponsoren): together, AMD Inc. and AMD Holding. Sponsors' Support Agreement...

  • Page 146
    ... ---------from each other Bank, through its Lending Office. AMD Saxonia may draw the Facilities from all the Banks only in the proportion of their respective commitments in accordance with (S) 2.1 and Schedule 1. No Bank shall be ---------liable to provide or make available any advance in respect of...

  • Page 147
    ... contained therein from AMD Saxonia in the form set out in Schedule 3, shall be furnished to the Agent and ---------the Paying Agent at the same time. The following documents shall be furnished to the Agent together with relevant Drawdown Notice: 14 4.1.1 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 148
    ... of the Banks or if AMD Saxonia is in default in the payment of any amount due or is in breach of a material obligation, under this Agreement. 4.4 4.5 CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 15 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 149
    ... or the Banks are party, and other payments relating to costs incurred pursuant to (S) 25.1 which are due have been paid. 5.1.1 5.1.2 5.1.3 5.1.4 5.1.5 CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 16 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 150
    ... Wafer Purchase Agreement, in the form set out in Schedule 33. ----------AMD Saxonia Research, Design and Development Agreement, in the form set out in Schedule 36. ----------AMD Holding Research, Design and Development Agreement, in the form set out in Schedule 34. ----------Management Service...

  • Page 151
    ... furnished to his office; a duly signed confirmation of the Secretary of the Franchise Tax Board of the State of California, USA, in customary form, confirming that AMD Inc. is in good standing, has no unpaid tax obligations 18 5.1.8 (b) (c) (d) (e) Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 152
    ... month prior to the date of the Drawdown Notice; confirmation of the Managing Directors (Geschaftsfuhrung) of AMD Holding that the matters set out in the documents referred to in (a) are true and accurate in all respects as they relate to the actual facts; audited financial statements of AMD Holding...

  • Page 153
    ... together with an updated confirmation from the Technical Advisor that the Technical Report continues to be true and accurate in all material respects together with the confirmation in writing from AMD Saxonia in the form set out in Schedule 19; ----------20 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 154
    ...form to which the Agent shall have consented together with all Consents and Agreements required pursuant to the Security Documents set out in Schedules 49 and 55 which have not already been obtained 21 5.1.14 5.1.15 5.1.16 5.2 5.2.1 5.2.2 5.2.3 5.2.4 5.2.5 Source: ADVANCED MICRO DEVIC...

  • Page 155
    ... in the form of the Scheduled Project Phase Technical Completion Certificates in accordance with Schedules 9 and 10 stating -----------that the relevant preceding Project Phase has been completed; the Agent has received at the end of each calendar year confirmations from AMD Saxonia's Insurance...

  • Page 156
    ... Moody's Investor Service, Inc. which is a rating agency of international repute) in effect at the relevant time; and the ratio (expressed as a percentage of utilization) of outstanding advances under Facility A to DM 1,500,000,000,-, (b) in each case, corresponding to the interest rate set out in...

  • Page 157
    ... Agent may agree in order to match the dates on which repayment instalments are made in accordance with (S) 7.2 but shall not in any event exceed five nor be less than two years. Upon the Agent's request, AMD Saxonia will consolidate individual outstanding advances so that not more than ten separate...

  • Page 158
    ...and Repayment 7.1 7.2 The Facilities shall be for a term expiring on 31 December 2005. The Facilities shall be amortized, commencing on 30 June 2001, CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 25 Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 159
    ...000 or the total amount outstanding provided that it shall have notified the Paying Agent (with a copy to the Agent) at least five Banking Days in advance by notice in writing, substantially in the form of Schedule 5. Each ---------repayment shall include accrued interest up to the date of repayment...

  • Page 160
    ...all shares in AMD Holding held by AMD Inc. in the form set as out in Schedule 41; ----------a subordination agreement between AMD Holding, AMD Inc., the Agent and the Security Agent, in the form set out in Schedule 42. ----------27 8.1.1 8.1.2 8.1.3 8.1.4 8.1.5 Source: ADVANCED MICRO DEVIC, 10...

  • Page 161
    ... Wafer Purchase Agreement , the Equipment Supply Contracts, the Service Contracts and rights under other contracts governed by the laws of the United States of America or any state thereof, in the form set out in Schedule 50. ----------8.1.14 a pledge of all shares in AMD Saxonia held by AMD Holding...

  • Page 162
    ...the Banks to terminate this Agreement. an assignment of claims and contractual rights of AMD Holding under the AMD Holding Wafer Purchase Agreement and other contracts governed by the laws of the United States of America or any state thereof, in the form set out in Schedule 56. ----------AMD Saxonia...

  • Page 163
    ...its outstanding obligations - in whole or in part - under this Agreement such Bank may immediately after it has become aware thereof inform AMD Saxonia through the Agent. After receipt of such notification, the Facilities made available by the relevant Bank affected by the illegality or unlawfulness...

  • Page 164
    ... of any law applicable to it or change in interpretation of any such law or the application or compliance with any regulation of any public body results or will result: (i) in the affected Bank being obliged to pay any tax or other payment relating to any advance made by it or to any payment to...

  • Page 165
    ... AMD Saxonia has paid in accordance with (S) 13; any amount relating to any reserve amount, special deposits, equity, cost ratio, liquidity or capital adequacy requirement or any other form of banking or monetary control resulting from any law or regulation in effect at the date of this Agreement...

  • Page 166
    ... to the obligations of AMD Saxonia pursuant to this Agreement and the amount thereof shall be conclusive, save in the case of manifest error. AMD Saxonia's ability to prove any error in the contents of such books of account shall remain unaffected. 33 Source: ADVANCED MICRO DEVIC, 10-K405, March 20...

  • Page 167
    ... amount becomes payable as a result only of a change in the Lending Office of the relevant Bank, unless (i) such change is requested by AMD Saxonia, or (ii) under the relevant laws, regulations, treaties or rules in effect at the time of the change in Lending Office, such additional amount would not...

  • Page 168
    ...certified articles of association of AMD Saxonia and AMD Holding and the other documents to be furnished pursuant to (S) 16.5 reflect in all respects the actual position existing on the date furnished to the Agent; the execution of the Operative Documents by AMD Saxonia, AMD Holding and AMD Inc. and...

  • Page 169
    ..., of AMD Holding and AMD Saxonia save to the extent set out in Schedule -------15. Since their respective dates of incorporation, there has been no -material adverse change in the business or financial position of AMD Saxonia and AMD Holding. The audited financial statements of AMD Saxonia to...

  • Page 170
    ... Micro Devices Inc. 11% Senior Secured Note Indenture dated 1 August 1996, as amended, between AMD Inc. and the United States Trust Company of New York or the Loan and Security Agreement of July 13, 1999, as amended, between AMD Inc. and the Bank of America National Trust and Savings Association...

  • Page 171
    ... on the date of each Drawdown Notice, on the completion of each Project Phase pursuant to the Project Schedule, and each submission of AMD Saxonia's annual financial statements by reference to the facts and circumstances then existing. (S) 16 Reporting and Information Requirements 16.1 AMD Saxonia...

  • Page 172
    ... year and an updated Management Plan. At the same time, AMD Saxonia will furnish the Agent with confirmation of the Auditor that the quarterly financial statements furnished at the end of a financial quarter correspond with the audited annual financial statements and AMD Saxonia's books of account...

  • Page 173
    ... the Technical Advisor updating (and in form similar to) the Technical Appraisal of the Technical Advisor dated 5 October 2000. (ii) (iii) 16.3 AMD Saxonia will inform the Agent promptly in writing in the event that production in the Fabrication Facility or research activity in the Design Center...

  • Page 174
    ...an event which entitles the Banks to terminate this Agreement. 17.4 AMD Saxonia undertakes to complete the Project in accordance with: (i) the timetable contained in the Project Schedule (save that the completion date of any Project Phase (other than last) may be deferred for up to six (6) months in...

  • Page 175
    ...insured and the Security Agent as "loss payee" in accordance with Schedule 22. At the end of each ----------financial year, AMD Saxonia will furnish to the Agent a complete list of the above insurances for the next succeeding financial year giving the details referred to in Schedule 22 together with...

  • Page 176
    ...will use its best endeavours to ensure that retention of title arrangements are not entered into with material suppliers and in any event that no current account, group or extended or prolonged retention of title agreements are entered into. The Equipment Supply Contracts entered into by AMD Saxonia...

  • Page 177
    ... instruments, save to the extent the same: (a) are assets held in the bank accounts charged pursuant to (S) 8 or such other accounts opened with the consent of the Agent, which are charged to the Banks, constitute trade credit, 44 (ii) (iii) (iv) (v) (vi) (b) Source: ADVANCED MICRO DEVIC, 10...

  • Page 178
    ... set out in Schedule 39 ----------(Design/Build Agreement), the Material Equipment Supply Contracts, the Material Service Contracts and the Plans and Specifications which adversely affect the value of the Project, the Fabrication Plant and the Design Center or their purpose, or the production...

  • Page 179
    ... of all claims of the Banks under this Agreement to ensure that the financial covenants set out in Schedule 17 are complied with at all times and/or to the extent ----------AMD Saxonia has no direct influence on compliance with such financial covenants, to use its best endeavours to ensure that they...

  • Page 180
    ...Phase Technical Completion Certificates signed by the AMD Companies and the Technical Advisor in accordance with Schedules 9 ----------and 10 together with a confirmation pursuant to (S) 15.2. At the same -time, AMD Saxonia will furnish an updated Management Plan 47 Source: ADVANCED MICRO DEVIC, 10...

  • Page 181
    ... with the Security Agent forming part of a Project Account or in other custody accounts opened with the consent of the Agent and charged to the Banks. 19.4 [left intentionally blank]. 19.5 The Banks shall be entitled to set off any claims due against AMD Saxonia against the amount standing to the...

  • Page 182
    ... under the AMD Holding Wafer Purchase Agreement and the AMD Holding Research, Design and Development Agreement in the form set out in Schedule 34 or AMD Holding under ----------the AMD Saxonia Wafer Purchase Agreement and the AMD Saxonia Research, Design and Development Agreement in the form set out...

  • Page 183
    ...notice thereof; (ix) AMD Holding or AMD Inc. does not comply with any material provision of the Sponsors' Support Agreement, the Sponsors' Loan Agreement in the form set out in Schedule 29, as amended, the Revolving Loan ----------Facility Agreement or of the other Operative Documents to which it is...

  • Page 184
    ...in breach of any material provision of this Agreement, the Security Documents, the AMD Saxonia Research, Design and Development Agreement in the form set out in Schedule 36 or the ----------AMD Saxonia Wafer Purchase Agreement; any of the Operative Documents is or becomes invalid or unenforceable or...

  • Page 185
    ... the Sponsors' Support Agreement and/or the Revolving Loan Facility Agreement. (xx) (xxi) (xxii) (xxiii) projections in the current Management Plan (delivered pursuant to (S) 16.2.2) show that AMD Saxonia will be unable, at any time during the period from the date of such Management Plan to 31...

  • Page 186
    ...) as set prior to 31 December 2000. by 31 March 2000 written confirmation to the effect that the conditions the Technical Completion Certificate out in Schedule 10 can be satisfied ----------- The Banks shall not be entitled to rely upon any of the aforesaid events if the circumstances giving rise...

  • Page 187
    ... at any time by 25% of the votes of the Banks. Convening of the meeting shall be made in writing, by telex or by fax, setting out the agenda and subject to five (5) Banking Days notice or in urgent 54 22.3.3 22.3.4 22.3.5 22.3.6 22.3.7 22.3.8 22.3.9 22.4 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 188
    ...AMD Saxonia Wafer Purchase Agreement, the AMD Holding Wafer Purchase Agreement, the AMD Saxonia Research, Design and Development Agreement (Schedule 36), the AMD Holding Research, Design and Development Agreement (Schedule 34), the Management Service Agreement (Schedule 37) and the License Agreement...

  • Page 189
    ... and to obtain such information from the AMD Companies pursuant to (S) 16.4 of this Agreement or the provisions of the Operative Documents. In urgent cases, the Agent may make determinations within the proper exercise of its discretion without obtaining a resolution of the Banks. In such case, the...

  • Page 190
    ... own name and free from the restrictions set out in (S) 181 BGB. As between the Banks (internally), a resolution passed with a majority of 75 % of the votes of the Banks shall be required in respect of the release of any security, whether in whole or in part save to the extent unanimity is required...

  • Page 191
    ... under the Facilities in accordance with this Agreement, and in satisfaction of any other claims of the Banks under or in connection with the Operative Documents pro rata in accordance with the outstanding advances of the Banks. 23.6 23.7 23.8 (ii) (iii) Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 192
    ... due to the Banks pursuant to this Agreement on the relevant due date and to the accounts notified to the Paying Agent by individual Banks. To the extent that amounts are paid to the Banks without the Paying Agent having received a 59 24.2 24.3 24.4 Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 193
    ... are set out in a letter of even date from the Paying Agent to AMD Saxonia. The Banks hereby undertake to hold harmless and to indemnify the Paying Agent against all claims which may arise or be made against the Paying Agent in connection with the performance of its duties under this Agreement, save...

  • Page 194
    ... to assign, whether in whole or in part, their rights under this Agreement. Assignments and sub-participations to affiliated companies within the meaning of (S) 15 of the Stock Corporation Act are permitted at any time - to the extent not made by a Bank in Germany to an enterprise outside Germany...

  • Page 195
    ... of the Banks. Each of the Banks shall inform the Agent with a copy to the Paying Agent at least five (5) Banking Days prior to any change in its Lending Office. All correspondence or notifications under in connection with this Agreement shall be served personally at the following addresses (or such...

  • Page 196
    ...2944 DG Bank Deutsche Genossenschaftsbank Am Platz der Republik 60325 Frankfurt am Main Attention: ...Bank Aktiengesellschaft Niederlassung Leipzig Kathe-Kollwitz-Str. 52 04109 Leipzig Attention: Herrn Klaus Berthold/Frau Peggy Kuhnast Facsimile No.: (49) 341 4654 150 63 Source: ADVANCED MICRO DEVIC...

  • Page 197
    ... 2599 ABN AMRO Bank (Deutschland) AG Niederlassung Berlin Unter den Linden 42 10105 Berlin Attention: Herr Axel Huck Facsimile No.: (49) 30 20 24 92 95 Creditanstalt AG Wasagasse 2 A-1090 Wien Attention: Herrn Dr. Martin Frank Facsimile No.: (43) 1 310 05 54 64 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 198
    ... be governed by the General Terms and Conditions of the Agent set out in Schedule 62, save that all references to a "Bank" shall ----------be deemed to be references to the "Banks" within the meaning of this Agreement and all references to a "customer" shall be deemed to be references to AMD Saxonia...

  • Page 199
    ... am Main 11 March 1997 AMD SAXONY MANUFACTURING GMBH _____ Managing Directors (Geschaftsfuhrer) DRESDNER BANK AG (as Security Agent and Bank) _____ Other Banks: KREDITANSTALT FUR WIEDERAUFBAU DG BANK DEUTSCHE GENOSSENSCHAFTSBANK LANDESBANK BADEN-WURTTEMBERG 66 Source: ADVANCED MICRO DEVIC, 10...

  • Page 200
    ...ANONYME _____ _____ BHF-BANK AKTIENGESELLSCHAFT _____ _____ COMMERZBANK AG, Dresden Branch _____ _____ DEUTSCHE POSTBANK AG (formerly: DSL BANK DEUTSCHE SIEDLUNGS- UND LANDESRENTENBANK) _____ _____ HAMBURGISCHE LANDESBANK - GIROZENTRALE _____ _____ 67 Source: ADVANCED MICRO DEVIC, 10-K405, March 20...

  • Page 201
    ...) AG, Frankfurt _____ _____ CREDITANSTALT AG _____ _____ THE SUMITOMO BANK, LIMITED, Dusseldorf Branch _____ _____ BANK AUSTRIA CREDITANSTALT DEUTSCHLAND AG _____ _____ DRESDNER BANK LUXEMBOURG S.A. (as Agent and Paying Agent) _____ 68 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 202
    Schedule 1 Banks' Commitments I. THE BANKS AND THEIR LENDING OFFICES COMMITMENTS DM DRESDNER BANK AG, Frankfurt am Main KREDITANSTALT FUR WIEDERAUFBAU, Frankfurt am Main LANDESBANK BADEN-WURTTEMBERG, ....18 68,181,818.18 68,181,818.18 68,181,818.18 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 203
    ... - GIROZENTRALE -, Mainz ABN AMRO BANK (DEUTSCHLAND) AG, Berlin CREDITANSTALT AG, Wien BANK AUSTRIA CREDITANSTALT DEUTSCHLAND AG, Munchen 68,181,818.18 68,181,818.18 45,454,545.46 31,818,181.82 13,636,363.64 ---------------1,500,000,000.00 70 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 204
    ... Project Cumulative Facility A Phase (MDM) (MDM Planning/ Design Shell Clean Room First Equipment Qualification/First Silicon Technical Completion CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 71 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 205
    ... ((S) 266, 3A II Commercial Code) revenue reserves ((S) 266, 3A, III Commercial Code) retained profit/accumulated losses ((S) 266, 3A, IV Commercial Code) net income/net loss for the year ((S) 266, 3A, V Commercial Code) = Equity 72 Tangible Net Worth Source: ADVANCED MICRO DEVIC, 10-K405, March 20...

  • Page 206
    ... the form set out in Schedule 29, as amended, but, for the purpose of this Schedule 17 only, excluding revolving loans made to AMD Saxonia by AMD Inc. pursuant to the Sponsors' Support Agreement and the Revolving Loan Facility Agreement. Fiscal Quarter: each quarterly fiscal accounting period of AMD...

  • Page 207
    ... EBIT to Interest Expense on Bank Debt, plus interest expense under the Revolving Loan Facility Agreement to the extent paid in cash or set off against other claims. 2. 2.1 Financial Covenants Minimum Tangible Net Worth The Tangible Net Worth shall not at the end of any fiscal year be less than the...

  • Page 208
    ... July 2001, AMD Saxonia shall maintain cash in the Project Accounts, including Cash Equivalent Investments pursuant to Schedule 23, in an amount ***. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 75 Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 209
    Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 210
    ... --------ADVANCED MICRO DEVICES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, with its chief executive office and principal place of business at One AMD Place, Sunnyvale, California 94088, United States of America ("AMD Inc."), AMD...

  • Page 211
    ... to the completion of the Project, and (y) certain undertakings to and for the benefit of the Secured Parties; WHEREAS, AMD Saxonia, the Agent, the Security Agent and the Banks wish, with the consent of the Sponsors to, among other things, amend the Loan Agreement and the Sponsors' Support Agreement...

  • Page 212
    ... by this Amendment, the Sponsors' Support Agreement shall remain in full force and effect and is hereby ratified and confirmed. This Amendment shall be an Operative Document under and for purposes of the Sponsors' Support Agreement. 3 (b) Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 213
    ... thereunto duly authorised as of the date first above written. ADVANCED MICRO DEVICES, INC. By /s/ Robert J. Rivet Its Senior Vice President and Chief Financial Officer AMD SAXONY HOLDING GMBH By /s/ Thomas M. McCoy Its Managing Director DRESDNER BANK LUXEMBOURG S.A., as Agent /s/ Marcus Nelgen...

  • Page 214
    Schedule 1 Amended and restated Sponsors' Support Agreement 5 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 215
    SPONSORS' SUPPORT AGREEMENT Dated 11 March 1997 AS AMENDED ON 6 FEBRUARY 1998, 29 JUNE 1999 AND 20 February 2001 between ADVANCED MICRO DEVICES, INC., AMD SAXONY HOLDING GMBH, and DRESDNER BANK AG, as Security Agent, and DRESDNER BANK LUXEMBOURG S.A., as Agent 1 Source: ADVANCED MICRO DEVIC, 10-...

  • Page 216
    ... VI ARTICLE VII Definitions and Accounting Terms...Contribution of Equity Capital...Sponsors' Loans...Project Costs...Completion Guaranty...Subsidies Undertaking...[left intentionally blank]... ARTICLE VIII AMD Inc. Share Pledge Agreement; AMD Holding Security Documents ARTICLE IX ARTICLE X ARTICLE...

  • Page 217
    ... ADVANCED MICRO DEVICES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, with its chief executive office and principal place of business at One AMD Place, Sunnyvale, California 94088, United States of America ("AMD Inc."), AMD SAXONY...

  • Page 218
    ...means the AMD Holding Assignment of, inter alia, rights under the Wafer Purchase Agreements, the Sponsors' Loan Agreement, and the Revolving Loan Facility Agreement, in the form set out in Schedule 56 to the Loan Agreement, between AMD Holding and the Security Agent. 4 Source: ADVANCED MICRO DEVIC...

  • Page 219
    ... means the AMD Holding Research Design and Development Agreement, in the form set out in Schedule 34 to the Loan ----------Agreement, between AMD Inc. and AMD Holding. "AMD Holding Security" means all collateral security created pursuant to the AMD Holding Security Documents. "AMD Holding Security...

  • Page 220
    ... Agreement, between AMD ----------Inc. and the Security Agent. "AMD Inc. Subordination Agreement" means the AMD Inc. Subordination Agreement, in the form set out in Schedule 42 to the Loan Agreement, between AMD ----------Inc., AMD Holding, and the Security Agent. 6 Source: ADVANCED MICRO DEVIC...

  • Page 221
    ..., in the form set out in Schedule 50a to the Loan Agreement, between AMD Saxonia and AMD Inc AMD Saxonia Land Charge" means the Grundschuld, in the form set out in Schedule 43 to the Loan Agreement, between AMD Saxonia and the Security ----------Agent. 7 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 222
    ... Research Agreement" means the AMD Saxonia Research Design and Development Agreement, in the form set out in Schedule 36 to the Loan ----------Agreement, between AMD Holding and AMD Saxonia. "AMD Saxonia Security" means all collateral security created pursuant to the AMD Saxonia Security Documents...

  • Page 223
    ... of the year on which banks are -----------generally open for business in London, Frankfurt am Main, Dresden, Luxembourg and, to the extent th e same relates to any obligation to be performed by AMD Inc., San Francisco. "Capital Expenditure" means all acquisition or manufacturing costs in respect...

  • Page 224
    ... Technical Completion Certificate (Technical Advisor), set out in Schedules 9 and ----------10 to the Loan Agreement is confirmed to the Agent by the submission of properly -executed originals of such Certificates. "Completion Certificates" means the Scheduled Project Phase Completion Certificates...

  • Page 225
    ...means 30 June 1999 Design/Build Agreement" means the Design/Build Agreement for the construction of the Plant and the Design Center, in the form set out in Schedule -------39 to the Loan Agreement, between the Contractor and AMD Saxonia. -"Design Center" means the research, design, and development...

  • Page 226
    ... or the Security Documents. "Equipment Supply Contract" means each agreement (also in the form of an order) between AMD Saxonia and suppliers (including AMD Inc. or one of its Affiliates) relating to the acquisition by, and delivery to, AMD Saxonia of fixed or tangible current assets for the...

  • Page 227
    ... Contract, the Security Documents, each Consent and Agreement, and each other instrument or document designated by the Agent (with the consent of each AMD Company) as a Financing Document under and for purposes of this Agreement. "Fiscal Month" means any fiscal month of a Fiscal Year Fiscal Quarter...

  • Page 228
    ... or articles of incorporation, registrations or qualifications of a foreign corporation or similar corporate filings, and (iii) returns and filings with respect to taxes. "Governmental Authority" means any nation or government, any state or other political subdivision thereof, any central bank (or...

  • Page 229
    ...License Agreement" means the License Agreement, in the form set out in Schedule 38 to the Loan Agreement, between AMD Inc., AMD Holding, and AMD ----------Saxonia. "Loan Agreement" has the meaning assigned to that term in the second recital of this Agreement. ------"Loan Agreement Effective Date...

  • Page 230
    ... in effect. "Management Service Agreement" means the Amended and Restated Management Service Agreement, in the form set out in Schedule 37 to the Loan ----------Agreement, between AMD Inc., AMD Holding, and AMD Saxonia. "Material Adverse Effect" means i) a material adverse change in, or a material...

  • Page 231
    ...be terminated by AMD Saxonia on less than 12 months' notice, or which is listed in Part I of Schedule 40 to the Loan ----------Agreement. (iii) "Material Service Contract" means each Service Contract (with the exception of the AMD Saxonia Wafer Purchase Agreement, the Management Service Agreement...

  • Page 232
    ... Approved Project Schedule, the Information Memorandum, the Completion Certificates, and each other instrument or document designated by the Agent (with the consent of each AMD Company) as an Operative Document under and for purposes of this Agreement. "Opinion Reservations" means limitations on the...

  • Page 233
    ... Inc. 1999 Loan and Security Agreement (or the equivalent thereof in any other AMD Inc. Primary Bank Credit Agreement). "Person" means an individual or a corporation, partnership, trust, -----incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or...

  • Page 234
    ..., or renumbered from time to time. "Project Agreements" means, collectively, the Wafer Purchase Agreements, the Research Agreements, the Management Service Agreement, the License Agreement, the Design/Build Agreement, the Equipment Supply Contracts, the Service Contracts, the AMD Inc. Guaranty, and...

  • Page 235
    ... the form set out in Schedule 26 to the Loan Agreement, between SAB and Dresdner Same Day Funds" means, at the time of any determination, funds which are immediately available to AMD Saxonia. "Scheduled Project Phase Completion Certificates" means the Scheduled Project Phase Technical Completion...

  • Page 236
    ...to a contract or other agreement with AMD Saxonia in the capacity of a supplier of services for the Plant or the Design Center. "Service Supplier's Consent and Agreement" means, with respect to a Service Supplier, such Service Supplier's Consent and Agreement, in the form set out in Schedule 40 to...

  • Page 237
    ...the form set out in Schedule 30 to the Loan Agreement, executed by ----------the Sponsors, AMD Saxonia, and the Security Agent. "Sponsors' Warranty Date" means each of the following dates which occurs prior to the exercise of rights by the Security Agent under any of the Security Documents: (i) the...

  • Page 238
    ... executed by the AMD Companies, and delivered to the Agent. "Technical Completion Certificate (Technical Advisor)" means a certificate, in the form set out in Schedule 10 to the Loan Agreement ----------(appropriately completed), executed by the Technical Advisor, and delivered to the Agent. "Total...

  • Page 239
    ... Banks. "Unmatured Event of Default" means an event or circumstance which with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied) constitute an Event of Default. "Wafer" has the meaning assigned to that term in the AMD Saxonia ----Wafer Purchase Agreement...

  • Page 240
    ...or after the Loan Agreement Effective Date, including without limitation, the additional Sponsors' Loan in an amount of $34,000,000 made by AMD Inc. to AMD Saxonia on 26 September 1997 and referred to in Section 3.5 below; or ----------- (ii) (iii) 26 Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 241
    ... Equity Capital shall be required to be contributed in whole or in part at any time prior to such dates if, but only to the extent that, the ratio of: (x) the sum of (1) the then aggregate outstanding principal amount of Sponsors' Loans, 27 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 242
    ... capital reserves made to AMD Saxonia prior to the Loan Agreement Effective Date shall be taken into account, to the extent, but only to the extent, reflected in AMD Saxonia's financial statements referred to in (S) 15.1.6 of the Loan ------ (ii) 28 Source: ADVANCED MICRO DEVIC, 10-K405, March 20...

  • Page 243
    ...to, and not in limitation of, their respective --obligations contained elsewhere in this Agreement and in the other Operative Documents, if the Agent ... may be made in either Dollars or in Deutsche Marks at AMD Inc.'s option provided that: 29 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 244
    ... agreed that if, at the time of any such acceleration, the Primary Secured Obligations are less than the amount otherwise required to be lent to AMD Saxonia under this Section 3.2(i), the amount of such Class A Sponsors' Loans shall be an 30 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 245
    ...100,000,000 (one hundred million Dollars) for all such Class A Sponsors' Loans, by the earlier to occur of: (a) the acceleration of the Advances under the Loan Agreement following the occurrence of an Event of Default (it being understood and agreed that if, at the time of any such acceleration, the...

  • Page 246
    ... amounts as shall be required from time to time to ensure that as from 1 July 2001, the Minimum Liquidity Covenant is complied with at all times and, in any event, upon first written demand by the Security Agent at any time and from time to 32 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 247
    ... (ii) in such amounts as shall be required from time to time and, in any event, upon the first written demand of AMD Saxonia at any time and from time to time to finance AMD Saxonia's general corporate funding requirements, including working capital, cash expenses and other capital requirements of...

  • Page 248
    ... the Agent or the Security Agent under either the AMD Holding Share Pledge Agreement, the AMD Inc. Share Pledge Agreement, or the AMD Saxonia Assignment (U.S.A.), the Agent seeks to make borrowings under, or to cause such borrowings to be made under, the Revolving Loan Facility Agreement, the Agent...

  • Page 249
    ... the Sponsors, AMD Saxonia, and the Banks thereof: (i) (ii) Scheduled Project Phase Technical Completion for each Project Phase, and Completion. SECTION 5.3 No Double Recovery Under Article V and Sponsors' Guaranty. In the event that the Sponsors default in the payment and performance of their...

  • Page 250
    ...Project will be supported by the following subsidies and grants from the Free State of Saxony (...AMD Holding as shall be necessary to enable AMD Holding to so contribute to AMD Saxonia); and/or one or both Sponsors shall make Sponsors' Loans to AMD Saxonia, (ii) 36 Source: ADVANCED MICRO DEVIC...

  • Page 251
    ... of Default or Event of Termination shall have occurred and be continuing, AMD Saxonia shall, to the extent permitted by applicable law, repay Sponsors' Loans to the extent of the aggregate amount of the proceeds of the Subsidy so received, but without interest. 37 Source: ADVANCED MICRO DEVIC, 10...

  • Page 252
    ...; AMD Holding Security Documents SECTION 8.1 AMD Inc. Share Pledge Agreement. AMD Inc. has granted a first priority security interest in the AMD Inc. Security pursuant to and on the terms and conditions set forth in the AMD Inc. Share Pledge Agreement. SECTION 8.2 AMD Holding Security Documents. AMD...

  • Page 253
    ... in limitation of, the other obligations of the Sponsors hereunder and under the other Operative Documents; and...AMD Inc. Subordination Agreement), on the terms and subject to the conditions of the AMD Inc. Subordination Agreement. ARTICLE XI Obligations Unconditional 39 Source: ADVANCED MICRO DEVIC...

  • Page 254
    ... validly existing, and (where the concept has a technical meaning) in good standing under the laws of the jurisdiction of its incorporation; is duly qualified or licensed and (where the concept has a technical meaning) in good standing as a foreign corporation authorized to do business in each other...

  • Page 255
    ... by an AMD Company constitutes the legal, valid, and binding obligation of such AMD Company, enforceable against such AMD Company in accordance with its respective terms, subject, however, to the Opinion Reservations. (iv) Sponsor Security Documents. 41 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 256
    ... Disclosure Schedules, show all material indebtedness and other liabilities, direct or contingent, of AMD Inc. and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments, and Contingent Liabilities. (y) (z) 42 Source: ADVANCED MICRO DEVIC, 10...

  • Page 257
    ...to have a Material Adverse Effect. (ix) Title to Properties; Encumbrances. Each AMD Company and each other Material AMD Inc. Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in (or the equivalent 43 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 258
    ...; As of the Loan Agreement Effective Date, there are no Material AMD Inc. Subsidiaries other than those specifically disclosed in the Disclosure Schedules; AMD Inc. is the direct legal and beneficial owner of 100% of the issued and outstanding shares of capital stock of AMD Holding, all of which...

  • Page 259
    ... due and timely payment by each of the AMD Companies of amounts owing under each of the Operative Documents have been listed on Schedule 20 to the Loan Agreement and, except as otherwise noted ----------therein, all of such Governmental Approvals have been duly 45 Source: ADVANCED MICRO DEVIC, 10...

  • Page 260
    ..., use, and operation by AMD Saxonia of the Plant and the Design Center or which are required in order that the Plant and the Design Center may be operated for their intended purposes and Perform in Accordance with the Plans and Specifications, have been listed on Schedule 20 to the Loan Agreement...

  • Page 261
    ... to the Loan Agreement Effective Date and which, had it been so provided, could reasonably be expected to have caused the Technical Advisor to express an unfavourable opinion with respect to the Project in the Technical Advisor's Report. (xx) Warranties of AMD Saxonia and AMD Holding. Each of the...

  • Page 262
    .... (ii) Corporate Authority; No Conflict. The execution, delivery, and performance by each of AMD Holding and AMD Saxonia of each Operative Document to which either such AMD Company is a party, and the grant by each such AMD Company of a security interest in the Security in the manner and for the...

  • Page 263
    ...a legal, valid, and enforceable security interest in all rights, title, and interest of AMD Holding in the AMD Holding Security described therein. When each such Security Document is duly recorded or filed in the applicable recording or (b) 49 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 264
    ... law applicable to the recording and filing of security documentation generally, such AMD Holding Security is subject to a legal, valid, enforceable, and perfected first priority Encumbrance. (v) Financial Information; No Material Adverse Change. (a) The audited consolidated balance sheet of...

  • Page 265
    ... of 100% of the issued and outstanding shares of capital stock of AMD Saxonia, all of which shares have been validly issued; AMD Holding has no Subsidiaries other than AMD Saxonia, and has no equity investments in any other Person; and 51 (b) Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 266
    ...specifically disclosed in the Disclosure Schedules, to the best knowledge of the Sponsors: (a) no slogan or other advertising device, product, process, method, substance, part, or other material now employed, or now contemplated to be employed, by AMD Holding or AMD Saxonia infringes upon any rights...

  • Page 267
    ..., use, and operation by AMD Saxonia of the Plant and the Design Center or which are required in order that the Plant and the Design Center may be operated for their intended purposes and Perform in Accordance with the Plans and Specifications, have been listed on Schedule 20 to the Loan Agreement...

  • Page 268
    ... Security Agreement. (b) (xx) Accuracy of Information. As of the date this representation and warranty is made or reaffirmed, as the case may be, all factual information then or theretofore furnished by or on behalf of AMD Holding or AMD Saxonia to the Agent or any Bank or the Technical Advisor...

  • Page 269
    ... of the occurrence of an Event of Default, an Unmatured Event of Default or an Event of Termination, the statement of an authorised officer of AMD Inc. setting forth the details thereof which has occurred and the action (if any) which AMD Inc. or any other AMD Company proposes to take with respect...

  • Page 270
    ... or warranty expressly relates solely to an earlier date; (x) in connection with the completion of any Scheduled Project Phase, (1) a Scheduled Project Phase Technical Completion Certificate (AMD Companies), and (2) a Scheduled Project Phase Technical Completion Certificate (Technical Advisor...

  • Page 271
    ... another AMD Company to the Agent under an Operative Document, a copy of each notice, report, schedule, certificate, financial statement, or other document furnished pursuant to any of the Operative Documents if such notice, report, schedule, certificate, financial statement, or other document could...

  • Page 272
    ... Schedule, and the Management Plan, as expressly provided hereunder; provided, that AMD Inc. may terminate the AMD -------Holding Wafer Purchase Agreement or the AMD Holding Research Agreement only in accordance with the express termination provisions thereof; provided, further, that AMD Holding...

  • Page 273
    ... from complying with its obligations as set out in this Agreement or any other Operative Document. (iii) (iv) SECTION 13.3 Incorporated Covenants of AMD, Inc. AMD Inc. agrees, so long as any Primary Secured Obligation shall remain outstanding or any Bank shall have any commitment under or arising...

  • Page 274
    ...one or more documents or instruments in form reasonably satisfactory to the Agent"; and the references to "this Indenture" contained in Section 5.02 -----------thereof shall be deemed to be references to "this Agreement"; and the reference to "the (e) (f) 60 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 275
    ...shall remain outstanding or any Bank shall have any commitment under or arising out of the Loan Agreement, that AMD Holding will (and, at all times prior to the exercise of rights by the Security Agent under any of the Security Documents, AMD Inc. will cause AMD Holding to), unless the Agent (acting...

  • Page 276
    ...Material Adverse Effect. promptly following AMD Holding's receipt or transmission thereof, unless otherwise concurrently delivered by another AMD Company to the Agent under an Operative Document, furnish to the Agent a copy of each notice, report, schedule, certificate, financial statement, or other...

  • Page 277
    ... Schedule, and the Management Plan, as expressly provided hereunder; provided, that AMD Inc. may terminate the AMD -------Holding Wafer Purchase Agreement or the AMD Holding Research Agreement only in accordance with the express termination provisions thereof; provided, further, that AMD Holding...

  • Page 278
    ...Operative Documents; or issue or sell any shares of any class of its capital stock to any Person except to AMD Inc. (ix) make any loan or advance or extend any credit to any Person other than AMD Saxonia or as contemplated by the AMD Holding Wafer Purchase Agreement, or purchase or otherwise acquire...

  • Page 279
    ... for demand or other deposit accounts at the Agent and at Security Agent. amend or modify the Organizational Documents of AMD Saxonia. issue any power of attorney or other contract or agreement giving any Person power or control over the day-to-day operations of AMD Holding's business, except as...

  • Page 280
    ... of the officers, directors, employees of the Agent, the Security Agent, and the Paying Agent (herein collectively called the "Indemnitees") free and harmless from and against any and all actions, claims, ----------losses, liabilities, damages, and expenses, including, without limitation, reasonable...

  • Page 281
    ..., when added to amounts then available to AMD Saxonia, is sufficient to pay the Primary Secured Obligations. SECTION 14.4 SAB Related Agreements Indemnity. The Sponsors, jointly and severally, hereby agree to indemnify, exonerate, and hold the Agent, and each of the officers, directors, employees of...

  • Page 282
    ... inconsistent with its internal tax and other policies or if, in its good faith judgment, it would be disadvantaged in any respect with respect to its tax position or planning). Subject to the relevant Person complying with Section 14.5(d) below if either of the Sponsors fails to pay any Taxes when...

  • Page 283
    ... all of the assets, of AMD Saxonia (herein collectively referred to as the "Beneficiaries" and individually as a Beneficiary"), based on: (i) its use, in any manner whatsoever, of ----------any Non-Proprietary Know-how or of Information Residuals 69 Source: ADVANCED MICRO DEVIC, 10-K405, March 20...

  • Page 284
    ...of its covenants to cooperate with AMD Inc., if AMD Inc. fails to complete the document removal process set forth in Section 9 of the License --------Agreement within the period required therein following the termination of the AMD Saxonia Research Agreement, AMD Inc. and its Subsidiaries other than...

  • Page 285
    ... shall be given to or made upon the respective parties hereto at their respective addresses (or to their respective telex, TWX or telecopier numbers) indicated below. To the Security Agent: Dresdner Bank AG, as Security Agent Ostra Allee 9 71 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 286
    ... Bank Luxembourg S.A., as Agent 26, rue du Marche-aux-Herbes L-2097 Luxembourg Attention: Direktion Facsimile No.: (352) 4760-824 To AMD Inc.: Advanced Micro Devices, Inc. One AMD Place Sunnyvale, California 94088 Attention: General Counsel Facsimile No.: (1) (408) 749-3945 To AMD Holding: AMD...

  • Page 287
    ... Holding hereby submits to the exclusive jurisdiction of the courts in Frankfurt am Main for any dispute arising out of or in connection with this Agreement. AMD Inc. states that Advanced Micro Devices GmbH, whose address is Rosenheimerstrasse 143b, 81671 Munich, Germany, Attention: Legal Department...

  • Page 288
    ..., each of the parties set out below has caused this Agreement to be duly executed and delivered by its respective officer or agent thereunto duly authorised as of the date first above written. ADVANCED MICRO DEVICES, INC. By Its _____ _____ AMD SAXONY HOLDING GMBH _____ DRESDNER BANK AG, as Agent...

  • Page 289
    SCHEDULE I to Sponsors' Support Agreement [left intentionally blank] 75 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 290
    Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 291
    ...is between: (1) Advanced Micro Devices, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America, with its principal place of business at One AMD Place, Sunnyvale, California 94088, United States of America ("AMD Inc."); and AMD Saxony Holding GmbH...

  • Page 292
    ... follows: ARTICLE I Amendments Section 1.1 The AMD Holding Wafer Purchase Agreement shall be amended and restated in the form set out in Schedule A to this First Amendment. ARTICLE II Representations and Warranties Section 2.1 Each of AMD Inc. and AMD Holding, severally and for itself alone, hereby...

  • Page 293
    ... First Amendment, the AMD Holding Wafer Purchase Agreement shall remain in full force and effect and is hereby ratified and confirmed. This First Amendment shall be an Operative Document under and for purposes of the Sponsors' Support Agreement. This First Amendment shall be governed by, and shall...

  • Page 294
    ...and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original but all such counterparts together shall ... that all signature pages are physically attached to the same document. 4 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 295
    ... be executed by their authorized representatives as of the date first written above. ADVANCED MICRO DEVICES, INC. By: /s/ Robert J. Rivet Its: Senior Vice President and Chief Financial Officer AMD SAXONY HOLDING GMBH By: /s/ Thomas M. McCoy Its: Managing Director S-1 Source: ADVANCED MICRO DEVIC...

  • Page 296
    Schedule A ---------Amended and Restated AMD Holding Wafer Purchase Agreement. Schedule A-1 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 297
    Schedule A AMD HOLDING WAFER PURCHASE AGREEMENT as amended by the First Amendment to AMD Holding Wafer Purchase Agreement dated as of February 20, 2001 between ADVANCED MICRO DEVICES, INC. and AMD SAXONY HOLDING GMBH Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 298
    ...is between: (1) Advanced Micro Devices, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America, with its principal place of business at One AMD Place, Sunnyvale, California 94088, United States of America ("AMD Inc."); and AMD Saxony Holding GmbH...

  • Page 299
    ..., 100% of such Products as are manufactured by AMD Saxonia and sold to AMD Holding in accordance with the AMD Saxonia Wafer Purchase Agreement. AMD Holding further agrees that, during the term of this Agreement, unless AMD Inc. and, prior to the Loan Agreement Termination Date, the Agent, otherwise...

  • Page 300
    ... making of loans and provision of other financial support to AMD Saxonia, (g) the purchase and sale of Products as contemplated hereby, (h) the provision of research, design and development services as contemplated by the AMD Holding Research Agreement and (i) activities reasonably incidental to any...

  • Page 301
    pursuant to Section 2.01(e) of the AMD Saxonia Wafer Purchase Agreement, in connection with the manufacture and development of Products by AMD Saxonia. Importation of Products. AMD Inc. shall be responsible, at its own cost and expense, for obtaining any and all consents, authorizations, permits or...

  • Page 302
    ... from time to time by AMD Saxonia to AMD Holding under the AMD Saxonia Wafer Purchase Agreement. (c) Without limiting Sections 2.01(a) and (b), AMD Holding agrees that it will neither Onship any Product to AMD Inc. for an amount in excess of the purchase price paid by AMD Holding to AMD Saxonia...

  • Page 303
    ... relevant Product Shipped by AMD Saxonia pursuant to Section 3.10 of the AMD Saxonia Wafer Purchase Agreement (provided AMD Holding or AMD Saxonia gives AMD Inc. reasonable advance notice of such date) but in no event later than 30 days after receipt of invoices denominated in DM from AMD Holding in...

  • Page 304
    ...LAW. REPAIR OR REPLACEMENT OF DEFECTIVE PRODUCTS SHALL BE AMD INC.'S EXCLUSIVE REMEDY WITH RESPECT TO CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 7 Section 3.08. Section 3.07. Section 3.06. Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 305
    ... event shall German Civil Code Paragraph 462 be applicable. To the extent permissible under applicable law, AMD Holding assumes no liability in tort or strict liability, nor shall AMD Holding be liable to AMD Inc. or any AMD Inc. Affiliate for loss of use of Products or any other incidental, special...

  • Page 306
    ... in any form to AMD Saxonia or to AMD Holding for the benefit of AMD Saxonia for its use hereunder is provided at no charge. ARTICLE V Accounting Reports; Other Reports Right of Inspection by or on Behalf of AMD Holding Section 5.01. Annual Accounting Reports 9 Source: ADVANCED MICRO DEVIC, 10...

  • Page 307
    ... place, the Agent shall at all reasonable times have access to the books and accounts kept by AMD Holding and annually upon the closing of the Fiscal Year all such books and accounts shall be audited by Ernst & Young GmbH or such other firm of independent and internationally known public accountants...

  • Page 308
    ...exercised by giving, notice to AMD Holding, at least six months prior to the Loan Agreement Termination Date, and provided that no Termination Event has occurred and is continuing and the AMD Saxonia Wafer Purchase Agreement is extended for the same period (and AMD Holding shall use its best efforts...

  • Page 309
    ...notice from AMD Holding or, if the Loan Agreement Termination Date has not yet taken place, the Agent of such default; (ix) any of AMD Inc.'s representations or warranties made in this Agreement or the AMD Holding Research Agreement or in any statement or certificate at any time given by AMD Inc. in...

  • Page 310
    ... 3.04 of the AMD Saxonia Wafer Purchase Agreement, the amount of any unpaid Excess Start-up Costs or Start-up Costs Savings shall be calculated in accordance with Section 3.04 of that Agreement; (iii) if no Products were Shipped in the Month ending on the Termination Date, the final Advance Payment...

  • Page 311
    ...of the Termination Date that AMD Holding is required to purchase from AMD Saxonia pursuant to Section 6.02(b) of the AMD Saxonia Wafer Purchase Agreement. The terms and conditions of such sale shall be as set forth in Section 6.02(b) of the AMD Saxonia Wafer Purchase Agreement. The purchase price to...

  • Page 312
    ..., and following the termination of such Force Majeure such obligations and/or times shall continue to be suspended for such further reasonable period as is necessary for such party to restore its capacity to perform such obligations and/or meet such times. 15 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 313
    ... to the Loan Agreement Termination Date, of the Agent; provided further that AMD Holding may assign this Agreement to the Agent as security for obligations of AMD Saxonia under the Loan Agreement and the Agent may assign this Agreement to any direct transferee of the Plant in the proper exercise...

  • Page 314
    Advanced Micro Devices, Inc. One AMD Place P.O. Box 3453 Sunnyvale, California 94088 Attention: General Counsel Facsimile: +1 408 774 7399 If to AMD Holding: AMD Saxony Holding GmbH Wilschdorfer Landstrasse 101 01109 Dresden Attention: Geschaftsfuhrer Facsimile: +49 351 277 91300 with a copy to: ...

  • Page 315
    ... arbitration. They may use all methods of discovery customary under U.S. federal law, including but not limited to depositions, requests for admission, and requests for production of documents. The time periods for compliance shall be set by the arbitrators, who may also set limits on the scope of...

  • Page 316
    ... and Forum; AMD Holding Appointment of Agent for Service of Process a) Subject to Section 7.10, all judicial proceedings brought against either party hereto with respect to this Agreement may be brought in Santa Clara County, California, and by execution arid delivery of this Agreement, each such...

  • Page 317
    ...language shall be controlling in all respects. Entire Agreement. This Agreement, the AMD Saxonia Wafer Purchase Agreement, the AMD Holding Research Agreement, the AMD Saxonia Research Agreement, the Management Service Agreement and the License Agreement embody the entire agreement and understanding...

  • Page 318
    ... FOREGOING, AMD Inc. and AMD Holding have caused this Agreement to be executed by their authorized representatives as of the date first written above. ADVANCED MICRO DEVICES, INC. By:_____ Its:_____ AMD SAXONY HOLDING GMBH By:_____ Its: Managing Director 21 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 319
    Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 320
    ... the meaning assigned thereto in the AMD Saxonia Wafer Purchase Agreement (as defined below)) of AMD Holding, which in turn is a wholly-owned Subsidiary of Advanced Micro Devices, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America ("AMD Inc...

  • Page 321
    ... as follows: ARTICLE I Amendments Section 1.1 The AMD Saxonia Wafer Purchase Agreement shall be amended and restated in the form set out in Schedule A to this Second Amendment. ARTICLE II Representations and Warranties Section 2.1 Each of AMD Holding and AMD Saxonia, severally and for itself alone...

  • Page 322
    .... This Second Amendment shall be an Operative Document under and for purposes of the Sponsors' Support Agreement. This Second Amendment shall be governed by, and shall be construed in accordance with, the internal laws of the State of California, without regard to its conflicts of laws principles...

  • Page 323
    to a single counterpart so that all signature pages are physically attached to the same document. [remainder of page intentionally left blank] 4 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 324
    ... Second Amendment to be executed by their authorized representatives as of the date first written above. AMD SAXONY HOLDING GMBH By: /s/ Thomas M. McCoy Its: Managing Director AMD SAXONY MANUFACTURING GMBH By: /s/ James Doran Its: Managing Director S-1 Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 325
    Schedule A ---------Amended and Restated AMD Saxonia Wafer Purchase Agreement. Schedule A-1 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 326
    ... the First Amendment to AMD Saxonia Wafer Purchase Agreement dated as of February 6,1998 and by the Second Amendment to AMD Saxonia Wafer Purchase Agreement dated as of February 20, 2001 between AMD SAXONY HOLDING GMBH and AMD SAXONY MANUFACTURING GMBH Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 327
    ... States of America ("AMD Inc."); WHEREAS, AMD Inc., AMD Holding and AMD Saxonia are currently involved in the initial planning stages of a project pursuant to which AMD Saxonia will construct, own and operate inter alia the Plant to be located in or near Dresden, Germany, to manufacture Wafers using...

  • Page 328
    ... Holding Research Agreement" means that certain AMD Holding Research, Design and' Development Agreement entered into concurrently herewith between AMD Inc. and AMD Holding, as such agreement may be amended, supplemented or otherwise modified from time to time; "AMD Holding Wafer Purchase Agreement...

  • Page 329
    ...18) "Completion Date" means the date on which Completion (as defined in the Sponsors' Support Agreement) takes place; (19) "Design Center" means the research, design and development facility, owned and operated by AMD Saxonia and associated with the Plant, to be used for the purpose of designing and...

  • Page 330
    ... the fiscal accounting period of AMD Inc.; (28) "Fiscal Year" means each annual fiscal period of AMD Saxonia, ending on the last Sunday in December; (29) "Force Majeure" means with respect to AMD Saxonia or AMD Holding, as the case may be, an event which is not within the reasonable control of the...

  • Page 331
    ... manuals, quality control standards, technical information, technical and product specifications, equipment requirements, writings, plans, drawings, designs, layouts, data, equipment descriptions, masks, mask works, systems, toolings, software, data, copyrightable material, trade secrets, inventions...

  • Page 332
    ..., trust, corporation, unincorporated association or other entity, or a government, state or agency or political subdivision thereof; (48) "Plant" means the advanced production facility to be constructed, owned and operated by AMD Saxonia in or near Dresden, Germany to manufacture Wafers using high...

  • Page 333
    ...(60) "Subsidiary" means, with respect to any Person, any other Person of which more than 50% of the total voting power of shares of stock or other ownership interest entitled to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly...

  • Page 334
    ... no Products were Shipped, in each case without giving effect to this clause (h)); For the avoidance of doubt, Total Costs for each Month shall neither be (a) decreased for that Month by the amount by which the inventory at the end (d) (e) (f) (g) (h) (i) 8 Source: ADVANCED MICRO DEVIC, 10...

  • Page 335
    ... on the assumption of useful lives of 25 years for buildings (shell), ten years for other non-movables (i.e., installations (Betriebsvorrichtungen) including, without limitation, the "clean room") and five years for movables (machinery, tools and other equipment) (these depreciation schedules may be...

  • Page 336
    ..., AMD Inc.'s plant located in Austin, Texas and known as "Fab 25", and (c) any other high volume semiconductor wafer fabrication plant constructed or otherwise acquired by AMD Inc. and/or one or more of its Subsidiaries after the date hereof which produces Wafers containing Microsoft-compatible...

  • Page 337
    ... in any activities other than (v) construction of the Plant and the Design Center, (w) provision of the services contemplated by the AMD Saxonia Research Agreement, (x) manufacture and sale of Products to be Shipped pursuant to this Agreement and (y) activities reasonably incidental to any of the...

  • Page 338
    ... assuring to AMD Holding the quality of the Products required under this Agreement, AMD Saxonia shall permit the duly authorized representatives of AMD Holding and/or AMD Inc., at any time during normal working hours and on reasonable notice, to inspect any premises of AMD Saxonia, and shall use all...

  • Page 339
    ... of this Agreement. The purchase price for the Products will be set at a price per Wafer equal to the Selling Price Per Wafer, which will be determined on a "cost-plus" basis for any Month. For all Products Shipped during any Month, AMD Holding shall make payments to AMD Saxonia based on the...

  • Page 340
    ... which no Wafers are Shipped. For any Month after the Effective Date during which no Products are Shipped, promptly after the end but in any event not later than 30 days after such Month, AMD Holding shall make an advance payment in the amount of AMD Saxonia's Total Costs (without giving effect to...

  • Page 341
    ... with the shipment of the Products from Dresden, Germany, to such place or places of delivery as specified by AMD Holding. Section 3.10. Payments; Set Off Section 3.09. (a) AMD Holding shall pay to AMD Saxonia the Selling Price Per Wafer for all Products Shipped by AMD Saxonia and, to the extent...

  • Page 342
    ... without giving effect to such change. Product Warranty. Subject to Section 3.15, AMD Saxonia represents and warrants that all Products sold to AMD Holding pursuant to this Agreement shall conform in CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION...

  • Page 343
    ... be liable to AMD Holding, AMD Inc. or any AMD Inc. Affiliate for loss of use of Products or any other incidental, special, indirect or consequential damages or lost profits incurred by AMD Holding, AMD Inc. or an AMD Inc. Affiliate. Without prejudice to Section 3.15, in no event shall the liability...

  • Page 344
    ... in the Plant necessary for the manufacture of such Products and the calibration and testing of such equipment and machinery. (c) AMD Holding shall from time to time permit, or shall arrange for AMD Inc. to permit, AMD Saxonia to make such number of copies of the Technical Documentation, or any...

  • Page 345
    ... Date exceed DM 135,000,000 (One Hundred Thirty-Five Million), and (ii) the parties agree that, without prejudice to the License Agreement, any Intellectual Property provided in any form to AMD Saxonia for its use hereunder is provided at no charge. ARTICLE V 19 Source: ADVANCED MICRO DEVIC...

  • Page 346
    ... Year, AMD Saxonia shall provide AMD Holding and, if the Loan Agreement Termination Date has not yet taken place, the Agent with a certificate duly signed and certified by AMD Saxonia's certified public accountant confirming the amounts invoiced and/or paid or credited under the Management Service...

  • Page 347
    ...of (i) the Loan Agreement Termination Date and (ii) the Termination Date. At the option of AMD Holding, exercised by giving notice to AMD Saxonia and AMD Inc. at least six months prior to the Loan Agreement Termination Date, and provided that no Termination Event has occurred and is continuing, this...

  • Page 348
    ...it hereunder or under the AMD Inc. Guaranty, AMD Holding Wafer Purchase Agreement, AMD Saxonia Research Agreement, AMD Holding Research Agreement or Sponsors' Support Agreement within 45 days of the date due therefor, or default by AMD Holding or AMD Inc. in the performance of or compliance with any...

  • Page 349
    ...if no Products were Shipped in the Month ending on the Termination Date, the final Advance Payment Adjustment Amount for that Month shall be calculated in accordance with Section 3.05. (b) Upon termination of this Agreement for any reason, AMD Holding shall purchase all inventory and work-in-process...

  • Page 350
    ... 7.13 shall survive any termination of this Agreement. ARTICLE VII Miscellaneous Representations and Warranties General. Each of AMD Holding and AMD Saxonia hereby represents and warrants to the other as follows: (a) Organization; Corporate Power. It is duly incorporated and validly existing under...

  • Page 351
    ... to limit its losses resulting from such Force Majeure, and following the termination of such Force Majeure such obligations and/or times shall continue to be suspended for such further reasonable period as is necessary for such party to restore its capacity to perform such obligations and/or meet...

  • Page 352
    ...49 351 277 91300 with a copy to AMD Inc.: Advanced Micro Devices, Inc. One AMD Place P.O. Box 3453 Sunnyvale, California 94088 Attention: General Counsel Facsimile: +1 408 774 7399 If to AMD Saxonia: AMD Saxony Manufacturing GmbH Wilschdorfer Landstrasse 101 01109 Dresden Attention: Geschaftsfuehrer...

  • Page 353
    ... of any other agreement among any of AMD Inc., AMD Holding and AMD Saxonia except as specifically provided in any such other agreement. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO...

  • Page 354
    ...Jurisdiction and Forum: AMD Holding and AMD Saxonia Appointment of Agent for Service of Process a) Subject to Section 7.10, all judicial proceedings brought against either party hereto with respect to this Agreement may be brought in Santa Clara County, California, and by execution and delivery of...

  • Page 355
    ...language shall be controlling in all respects. Entire Agreement. This Agreement, the AMD Saxonia Research Agreement, the License Agreement, the Sponsors' Subordination Agreement (as defined in the Loan Agreement) and the Management Service Agreement embody the entire agreement and understanding...

  • Page 356
    ...shall be binding unless in writing and executed by each of the parties hereto. In addition, no modification or amendment to this Agreement may be made without the prior written consent of AMD Inc. and, if prior to the Loan Agreement Termination Date, the Agent. EMU. The European Economic and...

  • Page 357
    ..., AMD Holding and AMD Saxonia have caused this Agreement to be executed by their authorized representatives as of the date first written above. AMD SAXONY HOLDING GMBH By: Its: Managing Director AMD SAXONY MANUFACTURING GMBH By: Its: Managing Director III-1 Source: ADVANCED MICRO DEVIC...

  • Page 358
    Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 359
    ... AND SECURITY AGREEMENT This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of February 12, 2001, among ADVANCED MICRO --------DEVICES, INC., a Delaware corporation ("AMD"), AMD INTERNATIONAL SALES AND SERVICE, LTD., a Delaware corporation ("AMDISS") (AMD and...

  • Page 360
    ... in its entirety as follows: "Dresden Agreements" means (i) that certain Syndicated Loan Agreement dated as of March 11, 1997 among AMD Saxony Manufacturing GmbH, as Borrower, Dresdner Bank Luxembourg S.A. as Agent and Paying Agent, Dresdner Bank AG as Security Agent, and the lenders party thereto...

  • Page 361
    ... at any time outstanding, which loan shall be evidenced by documentation in form and substance reasonably satisfactory to the Agent and the Majority Lenders and the proceeds of which shall be used by the German Subsidiary for general corporate purposes, including, without limitation, working capital...

  • Page 362
    ... the form of loans and guarantees, the purchase of wafers and research, design and development services (and the license of certain intellectual property rights to the German Subsidiary in connection therewith), the provision of management services to the German Subsidiary, and foreign exchange swap...

  • Page 363
    ... or an executed original sent by facsimile transmission to be followed promptly by mailing of a hard copy original, and that receipt by the Agent of a facsimile transmitted document purportedly bearing the signature of a Lender or the Borrower shall bind 5 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 364
    ... provisions of this Amendment, the Loan Agreement or the Loan Documents. (g) The Borrower agrees to pay or reimburse BofA (including in its ... with the development, preparation, negotiation, execution and delivery of this Amendment. [signature pages follow] 6 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 365
    ... to be duly executed and delivered in San Francisco, California, by their proper and duly authorized officers as of the day and year first above written. ADVANCED MICRO DEVICES, INC. By: Name: Title: AMD INTERNATIONAL SALES AND SERVICE, LTD. By: Name: Title: BANK OF AMERICA, N.A., as Agent and...

  • Page 366
    FINOVA CAPITAL CORPORATION By: ------------------------------------Name: Title: THE CIT GROUP/BUSINESS CREDIT, INC. By: ------------------------------------Name: Title: 2 Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 367
    Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 368
    ... 13 FINANCIAL HIGHLIGHTS Five Years Ended December 31, 2000 (Dollars in thousands except per share amounts, ratios, and employment figures) 2000 1999 1998 1997 1996 Net sales Operating income (loss) Net income (loss)* Net income (loss) per common share:** Basic Diluted Working capital Total assets...

  • Page 369
    ... prices for our microprocessors; our ability to meet the demand for Flash memory products; the effect of foreign currency hedging transactions; our new submicron integrated circuit manufacturing and design facility in Dresden, Germany (Dresden Fab 30); and the Fujitsu AMD Semiconductor Limited...

  • Page 370
    ...Flash memory devices in 2001, as to which we cannot give any assurance. Other IC products net sales of $457 million increased by 14 percent in 2000 compared to 1999. The increase was primarily due to increased net sales from our chipset and home networking products. -3- Source: ADVANCED MICRO DEVIC...

  • Page 371
    ... Intel pricing, including marketing programs and product bundling of microprocessors, motherboards, chipsets and combinations thereof. Memory products net sales of $773 million increased by 38 percent in 1999 compared to 1998 primarily as a result of strong growth in demand for Flash memory devices...

  • Page 372
    ... alliance with Motorola for the development of logic and Flash memory process technology. Costs related to the alliance are included in research and development expenses. The alliance includes a seven-year technology development and license -5- Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 373
    ... employee benefits for 178 terminated employees in the Information Technology department, the SDC and certain sales offices; and $1 million for costs of leases for vacated and unused sales offices. ... . As of December 31, 2000, the cumulative total cash outlay for restructuring and other special...

  • Page 374
    ... owned subsidiary of AMD, selling voice communications products. Our pre-tax gain on the sale of Legerity was $337 million. The gain was computed based on the excess of the consideration received for Legerity's net assets as of July 31, 2000, less direct expenses related to the sale. The applicable...

  • Page 375
    ... segment reporting structure. Prior period segment information has been restated to conform to the current period presentation. The Core Products segment includes microprocessors, Flash memory devices, EPROMs, embedded processors, platform products and networking products. The Voice Communications...

  • Page 376
    ... of Vantis, a decrease of $620 million from purchases of property, plant and equipment offset by $19 million in net proceeds from sales of available-for-sale securities, and $4 million in proceeds from sales of property, plant and equipment. Net cash used in investing activities was $997 million in...

  • Page 377
    ... Board of Directors had authorized a program to repurchase up to $300 million worth of our common shares over a period of time to be determined by management. These repurchases will be made in the open market or in privately negotiated transactions from time to time in compliance with the SEC's Rule...

  • Page 378
    ... Germany and the State of Saxony are supporting the Dresden Fab 30 project, in accordance with the Dresden Loan Agreements, in the form of: ...guarantees of 65 percent of AMD Saxony bank debt up to a maximum of $750 million in bank debt; capital investment grants and allowances totaling $287 million...

  • Page 379
    ... FASL, a joint venture formed by AMD and Fujitsu Limited in 1993, operates advanced integrated circuit manufacturing facilities in Aizu-Wakamatsu, Japan, to produce Flash memory devices. FASL is continuing the facilitization of its second Flash memory device wafer fabrication facility, FASL JV2. The...

  • Page 380
    ... of revenue in financial statements. Our implementation of SAB 101 in 2000 had no impact on our financial position, results of operations or cash flows for the year ending December 31, 2000. In March 2000, FASB Interpretation, No. 44, "Accounting for Certain Transactions Involving Stock Compensation...

  • Page 381
    .... We do not use derivative financial instruments in our investment portfolio. We place our investments with high credit quality issuers and, by policy, limit the amount of credit exposure to any one issuer. As stated in our investment policy, we are averse to principal loss and ensure the safety...

  • Page 382
    .... Our accounting policy for these instruments is based on our designation of such instruments as hedging transactions. We generally do not use derivative financial instruments for speculative or trading purposes. We had $207 million (notional amount) of short-term foreign currency forward contracts...

  • Page 383
    ... of 2000. Our production and sales plans for AMD Athlon and AMD Duron microprocessors are subject to numerous risks and uncertainties, including: . our ability to maintain average selling prices of seventh-generation microprocessors despite aggressive Intel marketing programs and product bundling...

  • Page 384
    ...FINANCIAL CONDITION AND RESULTS OF OPERATIONS . the use and market acceptance of a non-Intel processor bus (adapted by us from Digital Equipment Corporation's EV6 bus) in the design of our seventh-generation microprocessors, and the availability of chipsets from vendors who will develop, manufacture...

  • Page 385
    ... Technology. Intel Dominance. Intel has dominated the market for microprocessors used in PCs for many years. Because of its dominant market position, Intel has historically set and controlled x86 microprocessor and PC system standards and, thus, dictated the type of product the market requires...

  • Page 386
    ... cross-license agreement with Intel does not extend to microprocessors that are bus interface protocol compatible with Intel's sixth and subsequent generation processors. Thus, the AMD Athlon and AMD Duron microprocessors are not designed to function with motherboards and chipsets designed to work...

  • Page 387
    ... its x86-64 bit instruction set. Microsoft's support is vital to the success of the Hammer family products currently in development. In addition, we have entered into logo license agreements with Microsoft that allow us to label our products as "Designed for Microsoft Windows." We have also obtained...

  • Page 388
    ...ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Demand for Our Products Affected by Worldwide Economic Conditions While general industry demand is currently strong, a decline of the worldwide semiconductor market could decrease the demand for microprocessors, Flash memory devices and other...

  • Page 389
    ... research and development investments in the technologies and equipment used to fabricate our microprocessor products and our Flash memory devices. Portions of these investments might not be fully recovered if we fail to continue to gain market acceptance or if the market for our Flash memory...

  • Page 390
    ...raw materials we use in the manufacture of our products are available from a limited number of suppliers. For example, we are dependent on key chemicals from a limited number of suppliers, and a few foreign companies principally supply several types of the integrated circuit packages purchased by us...

  • Page 391
    ... of the factors listed above are outside of our control. These factors are difficult to forecast, and these or other factors could materially and adversely affect our quarterly or annual operating results. Other Risk Factors Technological Change and Industry Standards. The market for our products is...

  • Page 392
    ... may result in significant performance improvements. Competition in the sale of ICs is based on: ...performance; product quality and reliability; price; adherence to industry standards; software and hardware compatibility; marketing and distribution capability; brand recognition; financial strength...

  • Page 393
    ... facilities, including headquarters, product design, sales and process technology development facilities, are susceptible to power interruptions as long as the energy crisis continues. One of the power companies, PG&E, has filed an additional contingency plan with the California Public Utilities...

  • Page 394
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Volatility of Stock Price; Ability to Access Capital. Based on the trading history of our stock, we believe that the following factors have caused and are likely to continue to cause the market price of our common ...

  • Page 395
    ... STATEMENTS OF OPERATIONS Three Years Ended December 31, 2000 (Thousands except per share amounts) 2000 1999 1998 Net sales $4,644,187 $2,857,604 $2,542,141 Expenses: Cost of sales 2,514,637 1,964,434 1,718,703 Research and development 641,799 635,786 567,402 Marketing, general and administrative...

  • Page 396
    ...26, 1999 (Thousands except share and per share amounts) 2000 1999 ASSETS Current assets: Cash and cash equivalents $ 591,457 $ 294,125 Short-term investments 701,708 302,386 Total cash, cash equivalents and short-term investments 1,293,165 596,511 Accounts receivable, net of allowance for doubtful...

  • Page 397
    ... Stock Accumulated -----------Capital in other Total Three Years Ended December 31, 2000 Number of excess of Retained comprehensive stockholders' (Thousands) shares Amount par value earnings income (loss) equity December 28, 1997 Comprehensive loss: Net loss Other comprehensive loss: Net change...

  • Page 398
    ...) (50,178) Net loss on disposal of property, plant and equipment 10,380 10,665 11,515 Net gain realized on sale of available-for-sale securities (4,250) Compensation recognized under employee stock plans 867 2,655 8,645 Undistributed income of joint venture (11,039) (4,789) (11,591) Recognition of...

  • Page 399
    ... facilities in the U.S., Europe and Asia and sales offices throughout the world. The Company's products include a variety of industry-standard digital integrated circuits (ICs) which are used in many diverse product applications such as telecommunications equipment, data and network communications...

  • Page 400
    ...; buildings, up to 26 years; and leasehold improvements, the shorter of the remaining terms of the leases or the estimated economic useful lives of the improvements. Revenue Recognition. The Company recognizes revenue from product sold direct to customers when the contract is in place, the price is...

  • Page 401
    ... is terminated and such products have not yet been sold by other distributors. Accordingly, the Company defers recognition of revenue and related profits from sales to distributors with agreements that have the aforementioned terms until the merchandise is resold by the distributors. Foreign Grants...

  • Page 402
    ...for each share of AMD common stock held on August 7, 2000. Share and per share amounts have been adjusted for all prior periods presented to give effect to the stock split. Accumulated Other Comprehensive Loss. Unrealized gains or losses on the Company's available-for-sale securities and the foreign...

  • Page 403
    ... of revenue in financial statements. The Company's implementation of SAB 101 in 2000 had no impact on its financial position, results of operations or cash flows for the year ending December 31, 2000. In March 2000, FASB Interpretation No. 44, "Accounting for Certain Transactions Involving Stock...

  • Page 404
    ... Available-for-sale securities as of December 31, 2000 and December 26, 1999 were as follows: Gross Gross Fair unrealized unrealized market (Thousands) gains losses value Cost 2000 Cash equivalents: Commercial paper $ 200,261 $ 1,762 $ (13) $ 202,010 Money market funds 78,300 78,300 Total cash...

  • Page 405
    ... (533) The Company used prevailing financial market information and price quotes from certain of its counterparty financial institutions as of the respective dates to obtain the estimates of fair value. Foreign Exchange Forward Contracts The Company uses foreign exchange forward contracts to hedge...

  • Page 406
    ..., by policy, limits the amount of credit exposure with any one financial institution. The Company acquires investments in time deposits and certificates of deposit from banks having combined capital, surplus and undistributed profits of not less than $200 million. -39- Source: ADVANCED MICRO DEVIC...

  • Page 407
    ... amounts of financial instruments are often used to express the volume of these transactions, the potential accounting loss on these transactions if all counterparties failed to perform is limited to the amounts, if any, by which the counterparties' obligations under the contracts exceed the Company...

  • Page 408
    ...$438,165 35.0 State taxes, net of federal benefit 9,292 0.7 Tax-exempt foreign sales corporation income (1,756) (0.2 Foreign income at other than U.S. rates (9,091) (0.7 Valuation allowance (utilized)/provided (177,008) (14.1 Tax credits (5,000) (0.4) -41- Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 409
    ... (4,952) (6.7 Net operating losses not currently benefited 126,684 172.1 Other 2,600 3.5 167,350 227.3 1998 Thousands except percent) Tax Rate Statutory federal income tax benefit $ (72,598) (35.0 State taxes, net of federal benefit (8,000) (3.9 Tax-exempt foreign sales corporation income...

  • Page 410
    -42- Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 411
    ... from Original Equipment Manufacturers (OEMs) and 50 percent of its eligible accounts receivable from distributors. The Company must comply with certain financial covenants if the levels of domestic cash it holds decline to certain levels, or the amount of -43- Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 412
    ... of the Company's corporate marketing, general and administrative facility in 1998. The Company is amortizing the deferred gain ratably over the lease term, which is 20 years. See Note 12. In addition, there is $143 million in deposits related to long-term Memory products agreements with Cisco...

  • Page 413
    ... Accounting Standards No. 131 (SFAS 131), AMD operated in three reportable segments during 2000: the Core Products, Voice Communications and Foundry Services segments. AMD has previously shown two reportable segments, however, as a result of the sale of Legerity, effective July 31, 2000, the Company...

  • Page 414
    ... Significant Accounting Policies. The Company evaluates performance and allocates resources based on these segments' operating income (loss). The following table is a summary of operating income (loss) by segment for 2000, 1999 and 1998: Thousands) 2000 1999 1998 Net sales: Core Products segment...

  • Page 415
    ... prices of NSOs range from $0.01 to the fair market value of the common stock on the date of grant. As of December 31, 2000, 3,231 employees were eligible and participating in the plans. In 1998, the Compensation Committee of the Company's Board of Directors approved a stock option repricing program...

  • Page 416
    ... 14,667 9.64 Stock Purchase Plan. The Company has an employee stock purchase plan (ESPP) that allows participating U.S. employees to purchase, through payroll deductions, shares of our common stock at 85 percent of the fair market value at specified dates. As of December 31, 2000, 2,819,019 common...

  • Page 417
    ...,032 shares of common stock reserved as of December 31, 2000 for issuance related to our Convertible Subordinated Notes, the employee stock option plans, the ESPP and the restricted stock awards. Stock-Based Compensation. The Company uses the intrinsic value method to account for stock-based awards...

  • Page 418
    ... stock-based awards to employees is amortized over the options' vesting period (for options) and the three-month purchase period (for stock purchases under the ESPP). Our pro forma information follows: Thousands except per share amounts) 2000 1999 1998 Net income/(loss) - as reported Net income...

  • Page 419
    ... Company's Restated Certificate of Incorporation to increase the authorized number of shares of Common Stock from 250,000,000 to 750,000,000 shares. 11. OTHER EMPLOYEE BENEFIT PLANS Profit Sharing Program. The Company has a profit sharing program to which the Board of Directors authorizes quarterly...

  • Page 420
    ... the terms of the Dresden Loan Agreements, the Company has invested $410 million as of December 31, 2000 in the form of subordinated loans and equity in AMD Saxony (denominated in both deutsche marks and U.S. dollars). In addition to AMD's support, the consortium of banks referred to above has made...

  • Page 421
    ...) with Fujitsu Limited for the development and manufacture of non-volatile memory devices. FASL operates advanced IC manufacturing facilities in Aizu-Wakamatsu, Japan, to produce Flash memory devices. The Company's share of FASL is 49.992 percent and the investment is being accounted for under the...

  • Page 422
    ... equipment taken out of service in Fab 25, our integrated circuit (IC) manufacturing facility located in Austin, Texas, related to the 0.35-micron wafer fabrication process; and write-off of capitalized costs related to discontinued system projects. -54- Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 423
    ... benefits for 178 terminated employees in the Information Technology department, the SDC and certain sales offices; costs for leases of vacated and unused sales offices; and costs for the disposal of equipment taken out of service in the SDC. The restructuring and other special charges for the year...

  • Page 424
    ..., the Company announced that the Board of Directors had authorized a program to repurchase up to $300 million worth of the Company's common shares over a period of time to be determined by management. These repurchases will be made in the open market or -56- Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 425
    ... SEC's Rule 1b-18, subject to market conditions, applicable to legal requirements and other factors. This plan does not obligate the Company to acquire any particular amount of its common stock and the plan may be suspended at any time at the Company's discretion. Dresden Loan Agreements In February...

  • Page 426
    ...responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit...

  • Page 427
    ..., on the sale of AMD's subsidiary, Vantis Corporation. **Net income (loss) per common share, basic and diluted, for all prior periods, has been restated to reflect a two-for-one stock split effected in the form of a 100% stock dividend on August 21, 2000. -59- Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 428
    ... Stock Exchange. The Company has never paid cash dividends on common stock and is restricted from doing so. Refer to the notes to consolidated financial statements. The number of stockholders of record at January 31, 2001 was 7,754. AMD, the AMD logo, and combinations thereof, Advanced Micro Devices...

  • Page 429
    .... Microsoft and Windows are registered trademarks of Microsoft Corporation. Pentium is a registered trademark and Celeron is a trademark of Intel Corporation. Other terms used to identify companies and products may be trademarks of their respective owners. -61- Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 430
    22273C AMD-1770-AR-01 -62- Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 431
    Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 432
    ... AMD Holdings (Singapore) Pte. Ltd. AMD Saxony Holding GmbH Advanced Micro Devices Sdn. Bhd. Advanced Micro Devices Export Sdn. Bhd. Advanced Micro Devices (Singapore) Pte. Ltd. AMD International Sales and Service, Ltd. State or Jurisdiction in Which Incorporated or Organized California California...

  • Page 433
    Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001

  • Page 434
    ...-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 31, 2000, and any and all amendments thereto, and to file...