AMD 2000 Annual Report Download - page 217

SPONSORS' SUPPORT AGREEMENT
THIS SPONSORS' SUPPORT AGREEMENT, dated 11 March 1997, as amended, is made
between ADVANCED MICRO DEVICES, INC., a corporation organized and existing under
the laws of the State of Delaware, United States of America, with its chief
executive office and principal place of business at One AMD Place, Sunnyvale,
California 94088, United States of America ("AMD Inc."), AMD SAXONY HOLDING
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GMBH, Dresden, registered in the Commercial Register of the Dresden County
Court, HRB 13931 ("AMD Holding"; and, together with AMD Inc., collectively, the
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"Sponsors"), and DRESDNER BANK LUXEMBOURG S.A. ("Dresdner"), as Agent under the
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Loan Agreement referred to below for the Banks referred to below (in such
capacity, the "Agent"), and DRESDNER BANK AG, as Security Agent under such Loan
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Agreement (in such capacity, the "Security Agent") for the Secured Parties
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referred to below.
W I T N E S S E T H :
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WHEREAS, AMD Saxony Manufacturing GmbH, Dresden, registered in the Commercial
Register of the Dresden County Court HRB 13186 ("AMD Saxonia"), a wholly-owned
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Subsidiary (such and other capitalised terms being used herein with the meanings
provided in Section 1.1) of AMD Holding, which is, in turn, a wholly-owned
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Subsidiary of AMD Inc., has been formed for the purpose of constructing,
owning, and operating (i) the Plant and (ii) the integrated Design Center (the
construction, ownership, and operation of the Plant and the Design Center being
hereinafter called the "Project");
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WHEREAS, in order to finance the construction of the Plant and the Design
Center, and start-up costs of the operation of the Plant, (i) the Sponsors have
made, and expect to make substantial subordinated loans to, and AMD Holding has
made, and from time to time may make, substantial equity investments in, AMD
Saxonia, and (ii) AMD Saxonia has entered into a Syndicated Loan Agreement,
dated 11 March 1997, as amended (as so amended, the "Loan Agreement"), with the
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banks from time to time party thereto (hereinafter collectively called the
"Banks" and individually called a "Bank"), the Agent, Dresdner, as Paying Agent
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(in such capacity, the "Paying Agent"), and Dresdner Bank AG, as Security Agent,
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providing, inter alia, for a senior secured term facility aggregating up to DM
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1,500,000,000 (one billion five hundred million Deutsche Marks);
WHEREAS, the Sponsors desire that the Project be constructed and completed and
are entering into this Agreement with the Agent (for the benefit of itself and
the Banks) and the Security Agent (for the benefit of the Secured Parties), for
the purpose, among other things, of providing (i) certain assurances with
respect to the completion of the Project, and (ii) certain undertakings to and
for the benefit of the Secured Parties; and
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001