AMD 2002 Annual Report Download - page 226

SCHEDULE 1
Amended and Restated
SPONSORS’ GUARANTY (GARANTIEVERTRAG)
THIS SPONSORS’ GUARANTY, dated 11 March 1997, as amended, is made by 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.”), and 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”), in favour of DRESDNER BANK
LUXEMBOURG S.A. (“Dresdner”), 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 (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, (the “Loan Agreement”), with the banks from
time to time party thereto (hereinafter collectively called the “Banks” and individually called a “Bank”), Dresdner, as Agent and 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 have agreed to enter into this Guaranty in favour of the Agent and the Security Agent for the benefit of the Banks and the Paying
Agent (the Agent, the Security Agent, the Banks and the Paying Agent hereinafter collectively called the “Secured Parties” and individually called a “Secured
Party”), for the purpose, among other things, of providing certain undertakings to and for the benefit of the Secured Parties;
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003