AMD 2002 Annual Report Download - page 221

Exhibit 10.43(i-1)
SECOND AMENDMENT
TO
SPONSORS’ GUARANTY (GARANTIEVERTRAG)
THIS SECOND AMENDMENT (this “Amendment Agreement”), dated 20 December 2002, 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 GMBH, Dresden, registered in
the Commercial Register of the Dresden County Court, HRB 13931 (“AMD Holding”; and, together with AMD Inc., collectively, the “Sponsors”), DRESDNER
BANK LUXEMBOURG S.A., as Agent (and successor to Dresdner Bank AG in such capacity) for the Banks under the Loan Agreement 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 under such Loan Agreement.
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;
WHEREAS, in order to finance the construction of the Plant and the Design Center, and start-up costs of the operation of the Plant, inter alia, (i) AMD Saxonia
has entered into a Syndicated Loan Agreement, dated 11 March 1997, as amended, (the “Loan Agreement”) with the Agent, the Security Agent and the Banks
from time to time party thereto providing, inter alia, for a senior secured term facility aggregating up to DM 1,500,000,000 (one billion five hundred million
Deutsche Marks), and (ii) the Sponsors, the Additional Partner Companies (as defined therein), the Agent and the Security Agent have entered into that certain
Sponsors’ Support Agreement dated 11 March 1997, as amended, (the “Sponsors’ Support Agreement”) providing certain undertakings to and for the benefit of
the Secured Parties;
WHEREAS, the Sponsors, the Agent and the Security Agent wish to amend the Sponsors’ Guaranty dated 11 March 1997 between AMD Inc., AMD Holding,
the Agent and the Security Agent, as amended on 20 February 2001 (as amended, the “Sponsors’ Guaranty”), on the terms and subject to the conditions of this
Amendment Agreement;
NOW, THEREFORE, the Sponsors, the Agent (for itself and on behalf of the Banks), and the Security Agent (on behalf of the Secured Parties), agree as follows:
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003