AMD 2002 Annual Report Download - page 127

Exhibit 10.43(f-6)
FIFTH AMENDMENT
TO SPONSORS’ SUPPORT AGREEMENT
THIS FIFTH AMENDMENT (this “Amendment Agreement”), dated 20 December 2002, is made between ADVANCED MICRO DEVICES, INC., a
corporation organised 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 GMBH, Dresden, registered in
the Commercial Register of the Dresden County Court HRB 13931 (“AMD Holding,” and, together with AMD Inc., the “Sponsors”); AMD SAXONY LLC, a
limited liability company organised and existing under the laws of the State of Delaware, United States of America (“AMD Saxony LLC”); AMD SAXONY
ADMIN GMBH, Dresden, registered in the Commercial Register of the Dresden County Court HRB 20738 (“AMD Admin,” and together with AMD SAXONY
LLC, the “Additional Partner Companies”); DRESDNER BANK LUXEMBOURG S.A., as Agent (and successor to Dresdner Bank AG (“Dresdner”) in such
capacity) under the Loan Agreement dated 11 March 1997, as amended (as so amended, the “Loan Agreement”) (in such capacity, the “Agent”) for the Banks
from time to time party thereto; and DRESDNER, as Security Agent under such Loan Agreement (in such capacity, the “Security Agent”), for the Secured
Parties referred to therein.
W I T N E S S E T H:
WHEREAS, AMD Saxony Limited Liability Company & Co. KG, Dresden (formerly AMD Saxony Manufacturing GmbH), registered in the Commercial
Register of the Dresden County Court HRA 4896 (“AMD Saxonia”), has been formed for the purpose of constructing, owning, and operating (i) the Plant and (ii)
the integrated Design Center; and
WHEREAS, the Sponsors, the Additional Partner Companies, the Agent and the Security Agent desire to amend the Sponsors’ Support Agreement dated
11 March 1997 between AMD Inc., AMD Holding, the Additional Partner Companies, Dresdner Bank AG, as Security Agent, and Dresdner Bank Luxembourg
S.A., as Agent, as amended by the First Amendment to Sponsors’ Support Agreement dated 6 February 1998, the Second Amendment to Sponsors’ Support
Agreement dated 29 June 1999, the Third Amendment to Sponsors’ Support Agreement dated 20 February 2001 and the Fourth Amendment to the Sponsors’
Support Agreement dated 3 June 2002 (as amended, the “Sponsors’ Support Agreement”), on the terms and subject to the conditions of this Amendment
Agreement.
NOW, THEREFORE, the Sponsors, the Additional Partner Companies, the Agent (for itself and on behalf of the Banks), and the Security Agent (on
behalf of the Secured Parties), agree as follows:
ARTICLE I
Definitions
SECTION 1.1 Definitions. Capitalized terms not otherwise defined in this Amendment Agreement are used with the definitions assigned to them in the
Sponsors’ Support Agreement.
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003