AMD 2002 Annual Report Download - page 134

SPONSORS’ SUPPORT AGREEMENT
THIS SPONSORS’ SUPPORT AGREEMENT, dated 11 March 1997, as amended, is made among 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 GMBH, Dresden, registered in the Commercial
Register of the Dresden County Court, HRB 13931 (“AMD Holding,” and, together with AMD Inc., collectively, the “Sponsors”), AMD Saxony LLC, a limited
liability company organized 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. (“Dresdner”), as Agent under the 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 Agreement (in such capacity, the
“Security Agent”) for the Secured Parties referred to below.
WITNESSETH :
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 (the construction, ownership, and operation of the Plant and the Design Center being hereinafter called the “Project”);
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 banks from time to time party thereto (hereinafter collectively called the “Banks” and individually called a “Bank”), the Agent, Dresdner, as Paying Agent (in
such capacity, the “Paying Agent”), and Dresdner Bank AG, as Security Agent, providing,inter alia, for a senior secured term facility aggregating up to DM
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;
WHEREAS, a condition precedent to the initial Advance is,inter alia, the execution by the Sponsors of this Agreement and, in extending or continuing to extend
credit to AMD Saxonia
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003