AMD 2000 Annual Report Download - page 359

Exhibit 10.51(a-1)
SECOND AMENDMENT TO LOAN 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 AMDISS individually
and collectively, the "Borrower"), the several financial institutions party to
--------
the Loan Agreement referred to below (each a "Lender" and, collectively, the
------
"Lenders"), and BANK OF AMERICA, N.A. (formerly Bank of America National Trust
--------
and Savings Association), as administrative agent for the Lenders (in such
capacity, the "Agent").
-----
WHEREAS, the Borrower, the Lenders and the Agent entered into a Loan
and Security Agreement dated as of July 13, 1999, as amended by a First
Amendment to Loan and Security Agreement entered into as of July 30, 1999 (as in
effect as of the date of this Amendment, the "Loan Agreement"); and
--------------
WHEREAS, the Borrower has requested that the Majority Lenders agree to
certain amendments to the Loan Agreement, and the Majority Lenders have agreed
to such request, subject to the terms and conditions of this Amendment;
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References; Interpretation.
---------------------------------------
(a) Unless otherwise specifically defined herein, each term used
herein (including in the Recitals hereof) which is defined in the Loan Agreement
shall have the meaning assigned to such term in the Loan Agreement.
(b) Each reference to "this Amendment", "hereof", "hereunder",
"herein" and "hereby" and each other similar reference contained in the Loan
Agreement, and each reference to "the Loan Agreement" and each other similar
reference in the other Loan Documents, shall from and after the Effective Date
(defined below) refer to the Loan Agreement as amended hereby.
(c) The rules of interpretation set forth in Section 1.3 of the Loan
Agreement shall be applicable to this Amendment.
2. Amendments to Loan Agreement.
----------------------------
Subject to the terms and conditions hereof, the Loan Agreement is
amended as follows, effective as of the Effective Date:
(a) Section 1.1 of the Loan Agreement is hereby amended as follows:
(i) the defined term "Domestic Cash" is hereby amended by (A)
-------------
deleting the word "unencumbered" from the second line of such definition, and
(B) inserting immediately before the period at the end of such definition the
following additional text:
", which cash and cash equivalents are not subject to any
1
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001