EXHIBIT 10.29(b)
FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY
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THIS FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY, dated as of
September 21, 1994 (this "Amendment"), by and between ADVANCED MICRO DEVICES,
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INC., a Delaware corporation (the "Guarantor"), and CIBC INC., a Delaware
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corporation ("Lessor").
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W I T N E S S E T H:
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WHEREAS, pursuant to a Land Lease between AMD International Sales &
Service, Ltd., a Delaware corporation (the "Lessee") and Lessor, dated as of
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September 22, 1992 and recorded on September 22, 1992 as Instrument No. 11550953
in the Official Records of the Recorder of Santa Clara County, California (the
"Recorder's Office"), as amended by that certain First Amendment to Land Lease
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dated as of December 22, 1992 and recorded on January 5, 1993 as Instrument No.
11720033 in the Recorder's Office, and as further amended by that certain Second
Amendment to Land Lease dated as of December 17, 1993 and recorded on December
20, 1993 as Instrument No. 12271737 in the Recorder's Office (such Land Lease,
as so amended, is referred to herein as the "Land Lease"), Lessor leased to
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Lessee the land (the "Land") described at Schedule I to the Guaranty (defined
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below);
WHEREAS, pursuant to a Building Lease between Lessee and Lessor, dated as
of September 22, 1992 and recorded on September 22, 1992 as Instrument No.
11550954 in the Recorder's Office, as amended by that certain First Amendment to
Building Lease, dated as of December 22, 1992 and recorded on January 5, 1993 as
Instrument No. 11720034 in the Recorder's Office, and as further amended by that
certain Second Amendment to Building Lease, dated as of December 17, 1993 and
recorded on December 20, 1993 as Instrument No. 12271738 in the Recorder's
Office (such Building Lease, as so amended, is referred to herein as the
"Building Lease"), Lessor leased to Lessee the building and improvements located
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on the Land, and Lessor funded certain Renovations (as defined in the Building
Lease), all as more specifically described in the Building Lease;
WHEREAS, the Guarantor executed and delivered to Lessor a Guaranty dated as
of September 22, 1992, which Guaranty was amended and restated by that certain
Amended and Restated Guaranty dated as of January 4, 1993, and further amended
and restated by that certain Amended and Restated Guaranty dated as of December
17, 1993 (collectively, the "Guaranty";
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WHEREAS, the Guarantor, Bank of America National Trust and Savings
Association, as Agent, First National Bank of Boston, as Co-Agent, and certain
other Banks, entered into a Credit Agreement dated as of January 4, 1993 (the
"Bank of America Credit Agreement");
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WHEREAS, contemporaneously with the execution and delivery of this
Amendment, the Bank of America Credit is being amended and restated by a certain
Amended and Restated Credit Agreement, dated as of September 21, 1994 (the
"Effective Date"), among the Guarantor, Bank of America National Trust and
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Savings Association, as Agent, First National Bank of Boston, as Co-Agent, and
certain other Banks (the "Restated Bank of America Credit Agreement"); and
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WHEREAS, the Guarantor has requested that the Lessor enter into this
Amendment with the Guarantor;
NOW THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, the Guarantor and the Lessor agree as follows:
1. Recitals; Definitions. The foregoing recitals are hereby incorporated
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into this Amendment. Unless otherwise defined herein or the context otherwise
requires, terms used in this Amendment, including its preamble and recitals,
shall have the meanings provided in the Guaranty.
2. Restated Bank of America Credit Agreement. As of the Effective Date,
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the following definition is hereby inserted in alphabetical order in Section 1.1
of the Guaranty:
"Restated Bank of America Credit Agreement" means the Bank of America
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Credit Agreement, as amended and restated by that certain Amended and
Restated Credit Agreement, dated as of September 21, 1994, among the
Guarantor, Bank of America National Trust and Savings Association, as
Agent, First National Bank of Boston, as Co-Agent, and certain other Banks,
as the same may be further amended, modified, supplemented or restated from
time to time.
3. Amendment to Section 4.2.1. As of the Effective Date, clause (f) of
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Section 4.2.1 of the Guaranty is hereby deleted and replaced with the following:
(f) Indebtedness of not more than $250,000,000 in principal at any
time outstanding in respect of the Restated Bank of America Credit
Agreement;
4. Amendment to Section 4.2.3. As of the Effective Date, all references
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in section 4.2.3 of the Guaranty to the Bank of America
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Credit Agreement are hereby changed to the Restated Bank of America Credit
Agreement.
5. Amendment to Section 4.2.10. As of the Effective Date, the
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penultimate sentence of Section 4.2.10 of the Guaranty is hereby deleted.
6. Amendment to Section 5.1.4. As of the Effective Date, the first
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reference to the Bank of America Credit Agreement in Section 5.1.4 of the
Guaranty is hereby changed to the Restated Bank of America Credit Agreement.
7. Captions. Section captions used in this Amendment are for
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convenience of reference only, and shall not affect the construction of this
Amendment.
8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
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IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA.
9. Affirmation of Guaranty. Except as amended by this Amendment, the
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Guaranty is unmodified; and, as amended by this Amendment, the Guaranty remains
in full force and effect and is hereby reaffirmed by the Guarantor.
10. Lease Documents. All references in the Building Lease and the Land
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Lease to the "Guaranty" shall hereafter refer to the Guaranty as amended hereby.
11. Counterparts. This Amendment may be executed in several
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counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each of Guarantor and Lessor has caused this Amendment
to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
ADVANCED MICRO DEVICES, INC. CIBC INC.
By: /s/ Marvin D. Burkett By:/s/ Robert A. Lever
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MARVIN D. BURKETT Name: Robert A. Lever
Senior Vice President and Title: Vice President
Chief Financial Officer
By:/s/ James E. Anderson
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Name: James E. Anderson
Title: Managing Director
CONSENTED AND AGREED TO:
By: AMD INTERNATIONAL SALES & SERVICE,
LTD.
By:/s/ Marvin D. Burkett
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Name: Marvin D. Burkett
Title: President
CONSENTED AND AGREED TO:
By: LONG-TERM CREDIT BANK OF JAPAN,
LOS ANGELES AGENCY
By: /s/ Motokazu Uematsu
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Name: Motokazu Uematsu
Title: Deputy General Manager
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