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EXHIBIT 10.27(c)
AMD INVESTMENT AGREEMENT
ADVANCED MICRO DEVICES, INC.
investing in
FUJITSU LIMITED
March 26, 1993
Confidential portions of this document have been deleted and
filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
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AMD INVESTMENT AGREEMENT
TABLE OF CONTENTS
1.1 Purchases of Fujitsu Securities . . . . . . . . . . . . . 1
1.2 Timing of Purchase. . . . . . . . . . . . . . . . . . . . 2
1.3 Timing of Permitted Resales or Transfers. . . . . . . . . 2
1.4 Information on Issuances. . . . . . . . . . . . . . . . . 2
1.5 Communications. . . . . . . . . . . . . . . . . . . . . . 3
1.6 Costs and Expenses. . . . . . . . . . . . . . . . . . . . 4
1.7 Successors and Assigns. . . . . . . . . . . . . . . . . . 5
1.8 Entire Agreement; Modification. . . . . . . . . . . . . . 5
1.9 Counterparts. . . . . . . . . . . . . . . . . . . . . . . 5
1.10 Severability. . . . . . . . . . . . . . . . . . . . . . . 5
1.11 Cooperation; Best Efforts . . . . . . . . . . . . . . . . 6
1.12 Governing Law, Language . . . . . . . . . . . . . . . . . 6
1.13 Dispute Resolution. . . . . . . . . . . . . . . . . . . . 6
1.14 Termination . . . . . . . . . . . . . . . . . . . . . . . 7
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AMD INVESTMENT AGREEMENT
This AMD INVESTMENT AGREEMENT (the "Agreement") is made this
26th day of March, 1993 between FUJITSU LIMITED, a Japanese stock
company or kabushiki kaisha ("FUJITSU") and ADVANCED MICRO
DEVICES, INC., a Delaware corporation ("AMD").
AMD and FUJITSU have entered into a Memorandum of
Understanding dated July 13, 1992 regarding (a) the formation,
funding and implementation of a joint venture between AMD and
FUJITSU to manufacture integrated circuits (the "Joint Venture")
and (b) the purchase by each party of common stock of the other
party and/or its subsidiaries.
1.1 Purchases of Fujitsu Securities. Upon the terms and
conditions set forth in this Agreement, AMD shall purchase bonds
and/or shares of the common stock of FUJITSU having a total price
of Yen 1,200,000,000 (the "Fujitsu
Securities"). All Fujitsu Securities shall be purchased in the
open market in Japan, unless otherwise agreed between the
parties. The selection between the purchase of bonds, or the
purchase of equity securities such as common stock or bonds
convertible into common stock, shall be initially at FUJITSU'S
discretion, provided that AMD shall have the sole discretion to
vary such selection to the extent necessary for the Joint Venture
to be or not to be, at AMD's discretion, a "controlled foreign
corporation" of AMD (within the meaning of Chapter 1, Subchapter
N, Part III, Subpart F of the Internal Revenue Code of 1986, as
amended), with a reasonable margin to ensure that AMD's objective
is achieved. To the extent consistent with this objective, at
FUJITSU's election the parties will negotiate the terms under
which AMD shall purchase publicly traded bonds issued by FUJITSU
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and convertible into common stock of FUJITSU, instead of
purchasing common stock.
1.2 Timing of Purchase. FUJITSU shall provide written
notice to AMD regarding the extent to which FUJITSU elects to
exercise its option to request AMD purchase convertible bonds
rather than Fujitsu common stock within ten (10) days after the
Effective Date of the Joint Venture Agreement between FUJITSU and
AMD. AMD shall purchase Fujitsu Securities within thirty (30)
days after receipt of such notice.
1.3 Timing of Permitted Resales or Transfers. Unless AMD
enters into a firm commitment to replace the FUJITSU Securities
purchased under Section 1.1 with FUJITSU Securities of equal
value within 30 days after disposition, the FUJITSU Securities
purchased under Section 1.1 may not be resold, hypothecated or
transferred except in the following manner. Up to [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] of the Fujitsu Securities purchased in
accordance with the Agreement may be resold or transferred at any
time after [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] of the consummation
of such purchase. All remaining Fujitsu Securities may be
resold or transferred at any time after [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] of the consummation of such purchase.
1.4 Information on Issuances. FUJITSU shall, to the extent
legally permissible (i) provide AMD with a statement, on December
1 of each year during the term of the Joint Venture Agreement, of
the number and type of voting shares and convertible debt of
FUJITSU outstanding as of a date within the preceding 45 days,
and (ii) provide AMD with at least seven days advance notice
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prior to the issuance of additional shares (other than shares
issued pursuant to conversion of debt) which would cause the
number of FUJITSU voting shares outstanding at December 31 of
such year to be in excess of 110% of the number of shares
specified in FUJITSU's December 1 statement to AMD.
1.5 Communications. All notices and communications
required, made or permitted hereunder or in connection herewith
shall be in writing and shall be delivered by hand, or by
messenger, or by recognized courier service (with written receipt
confirming delivery), or by postage prepaid registered or
certified airmail (return receipt requested), and addressed:
(a) If to FUJITSU, to:
FUJITSU LIMITED
Furukawa Sogo Building
6-1, Marunouchi 2-chome
Chiyoda-ku, Tokyo 100, Japan
Attn: Mr. Hirohiko Kondo
General Manager
Electronic Devices Marketing Division
with a copy to
FUJITSU LIMITED
Marunouchi Center Bldg.
6-1, Marunouchi 1-chome
Chiyoda-ku, Tokyo 100, Japan
Attn: Mr. Gen Iseki
General Manager
Legal Division
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(b) If to AMD, to:
(Mail)
ADVANCED MICRO DEVICES, INC.
P.O. Box 3453
Sunnyvale, CA 94088-3453
Attn: Marvin D. Burkett
Senior Vice President and
Chief Financial Officer
(Hand Delivery)
915 De Guigne Drive
Sunnyvale, CA
Attn: Marvin D. Burkett
Senior Vice President and
Chief Financial Officer
With a copy to:
(same addresses)
Attn: Thomas W. Armstrong, Esq.
Vice President, General Counsel and
Secretary
Each such notice or other communication shall for all
purposes hereunder be treated as effective or as having been
given as follows: (i) if delivered in person, when delivered
(ii) if sent by airmail, at the earlier of its receipt or at 5
p.m. local time of the recipient, on the seventh (7th) day after
deposit in a regularly maintained receptacle for the deposit of
airmail, and (iii) if sent by a recognized courier service, on
the date shown in the written confirmation of delivery issued by
such courier service. Either party may change the address(es)
and/or addressee(s) to whom notice must be given by giving notice
pursuant to this section at least seven days prior to the date
the change becomes effective.
1.6 Costs and Expenses. FUJITSU and AMD each shall bear
their own costs and expenses of the transactions contemplated
hereby.
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1.7 Successors and Assigns. This Agreement shall inure to
the benefit of, and be binding on, the parties hereto and their
respective successors and assigns. This Agreement may not be
assigned by either party without the prior written consent of the
other party.
1.8 Entire Agreement; Modification. This Agreement and all
exhibits hereto and other documents delivered pursuant hereto
constitute the full and entire understanding and agreement
between the parties with regard to the subject matter hereof, and
neither party shall be liable or bound to the other party in any
manner by any warranties, representations or covenants except as
specifically set forth herein. Except as expressly provided
herein, neither this Agreement nor any term hereof may be
amended, waived, discharged or terminated other than by a written
instrument signed by a corporate officer of the party against
whom enforcement of any such amendment, waiver, discharge or
termination is sought.
1.9 Counterparts. This Agreement may be executed in any
number of counterparts, each of which may be executed by fewer
than all of the parties, each of which shall be enforceable
against the parties actually executing such counterparts, and all
of which together shall constitute one instrument.
1.10 Severability. In the event that any provision of this
Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision;
provided, that no such severability shall be effective if it
materially changes the economic impact of this Agreement on any
party.
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1.11 Cooperation; Best Efforts. The parties agree to
cooperate and to use their best efforts to consummate the
purchase of Fujitsu Shares authorized by this Agreement. Such
cooperation shall include, but not be limited to, the diligent
and prompt filing and pursuit of all governmental consents,
reviews or clearances required by law to be obtained by either
party with respect to any or all purchases under this Agreement.
1.12 Governing Law, Language. This Agreement shall be
governed in all respects by the laws of Japan. This Agreement is
in the English language only, which shall be controlling in all
respects. No translations, if any, of this Agreement into
Japanese or any other language shall be of any force or effect in
the interpretation of this Agreement as to either party hereto or
in any determination of the interest of either of such parties.
1.13 Dispute Resolution.
(a) Any and all disputes arising under or
affecting this Agreement or any other agreement to be executed in
accordance herewith shall be resolved, except as expressly
provided otherwise in such other agreement, exclusively by
confidential arbitration pursuant to the rules of the Japan
Commercial Arbitration Association in Tokyo, Japan, or such other
location as may be agreed between the parties; provided, however,
that the arbitrators shall be empowered to hold hearings at other
locations within and without Japan. Each of the parties shall
designate one arbitrator and the two arbitrators so designated
shall select the third arbitrator. Arbitration proceedings shall
be conducted in English with simultaneous translation into
Japanese. Among the remedies available to them, the arbitrators
shall be authorized to require specific performance of provisions
of this Agreement. The judgment upon award of the arbitrators
shall be final and binding and may be enforced in any court of
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competent jurisdiction in the United States or Japan, and each of
the parties hereto unconditionally submits to the jurisdiction of
such court for the purpose of any proceeding seeking such
enforcement. Subject only to the provisions of Applicable Law
and, except as aforesaid, the procedure described in this Section
1.13 shall be the exclusive means of resolving disputes arising
under or affecting this Agreement and all other agreements to be
executed in accordance herewith.
(b) All papers, documents or evidence, whether
written or oral, filed with or presented to the panel of
arbitrators shall be deemed by the parties and by the arbitrators
to be confidential information. No party or arbitrator shall
disclose in whole or in part to any other person any confidential
information submitted in connection with the arbitration
proceedings, except to the extent reasonably necessary to assist
counsel in the arbitration or preparation for arbitration of the
dispute. Confidential information may be disclosed (i) to
attorneys, (ii) to parties, and (iii) to outside experts
requested by either party's counsel to furnish technical or
expert services or to give testimony at the arbitration
proceedings, subject, in the case of such experts, to execution
of a legally binding written statement that such expert agrees to
comply with the confidentiality terms of this Section, and that
such expert will not use any confidential information disclosed
to such expert for personal or business advantage.
1.14 Termination. If either party transfers its shares in
the Joint Venture pursuant to the Joint venture Agreement, or is
a Triggering Party under the Joint Venture Agreement, the other
party shall have the right to terminate this Agreement. This
agreement may be terminated by either party pursuant to the
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rights given it under subsection 7.5.A of the Joint Venture
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers
as of the day and year first above written.
FUJITSU LIMITED
By: /s/ HIKOTARO MASUNAGA
________________________________
Hikotaro Masunaga
ADVANCED MICRO DEVICES, INC.
By: /s/ MARVIN D. BURKETT
_________________________________
Marvin D. Burkett
Chief Financial Officer
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