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“Guaranty Decision” means the decision dated 2 July 1996 set out inSchedule 24 to the Loan Agreement concerning the guaranty application made by

AMD Saxonia, including the following documents:

(i) the specimen credit agreement F 13.09.1990 (1993 Edition) Federal/State or THA

(ii) the General Terms and Conditions applicable to the assumption of Guaranties by the Federal Republic of Germany and the States of the Accession

Territory (States) in the edition dated F 04.01.1993 Federal/State, together with

(iii) Notes relating to applications for guaranties and loans of the Treuhandanstalt Berlin and/or Federal and State guaranties for projects in the

Accession Territory in the edition dated 1993 F 12.10.1990,

(iv) together with the Memorandum of Understanding (“Gemeinsame Feststellungen”) dated 19 February 1997, the Amendment Decision of the

Guarantors of 12 December 1997 and a letter of confirmation from C&L Deutsche Revision AG dated 5 January 1998;

(v) the letter from Deutsche Revision AG to Dresdner Kleinwort Benson dated 17 November 2000; and

(vi) the letters from C&L Deutsche Revision AG to Dresdner Kleinwort Wasserstein and Dresdner Bank AG dated 22 May 2002, 19 November 2002, 4

December 2002 and 5 December 2002.

“Indebtedness” of any Person, means, without duplication:

(i) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, or similar instruments;

(ii) all obligations, contingent or otherwise, relative to the face amount of all letters of credit, guarantees, and bankers’ acceptances issued for the

account of such Person, whether or not drawn or paid;

(iii) all obligations of such Person as lessee under leases which have been or should be, in accordance with GAAP, recorded as Capitalised Lease

Liabilities;

(iv) all net liabilities of such Person under or in connection with any interest rate, currency, commodity, or other hedging contracts to which such Person

is a party;

(v) all other items which, in accordance with GAAP, would be included as liabilities on the liability side of the balance sheet of such Person as of the

date at which Indebtedness is to be determined;

Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003