Exhibit 10.50(g-3)
SECOND AMENDMENT
TO
SPONSORS' LOAN AGREEMENT
THIS SECOND AMENDMENT (this "Amendment"), dated June 25, 1999, is made between
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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."), AMD SAXONY HOLDING
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GMBH, Dresden, registered in the Commercial Register of the Dresden County
Court, HRB 13931 ("AMD Holding"; and, together with AMD Inc., collectively, the
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"Sponsors"), and AMD SAXONY MANUFACTURING GMBH, Dresden, registered in
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Commercial Register of the Dresden County Court HRB 13186 ("AMD Saxonia").
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W I T N E S S E T H:
WHEREAS, AMD Saxonia, a wholly-owned Subsidiary (such and other capitalized
terms being used in this Amendment with the meanings set out in Section 1.1 of
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this Amendment) of AMD Holding, which is, in turn, a wholly-owned Subsidiary of
AMD Inc., 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
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Saxonia has entered into the Loan Agreement (as defined below) providing, inter
alia, for two separate senior secured term and standby facilities aggregating up
to DM 1,650,000,000 (one billion six hundred fifty million Deutsche Marks), and
(ii) the Sponsors, the Agent and the Security Agent have entered into that
certain Sponsors' Support Agreement dated 11 March 1997, as amended by the First
Amendment to Sponsors' Support Agreement dated February 6, 1998 (as amended, the
"Sponsors' Support Agreement") providing (x) certain assurances to the Agent and
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Security Agent with respect to the completion of the Project, and (y) certain
undertakings to and for the benefit of the Secured Parties;
WHEREAS, AMD Saxonia wishes to, among other things, replace the current Approved
Project Budget with a revised Project Budget, which shall henceforth become the
Approved Project Budget;
WHEREAS, the Sponsors wish to revise the provisions in the Sponsors' Loan
Agreement (as defined below) relating to the $70 million Class C Sponsors' Loan
to reflect recent amendments to the AMD Inc. Senior Secured Note Indenture,
which amendments will permit funding of the Class C Sponsors' Loan without
requiring compliance with the earnings test set forth in the "Restricted
Payments" covenant of the AMD Inc. Senior Secured Note Indenture;
WHEREAS, the Sponsors and AMD Saxonia desire to amend and supplement the
Sponsors' Loan Agreement dated 11 March 1997, as amended by the First Amendment
to Sponsors' Loan Agreement dated February 6, 1998 (as amended, the "Sponsors'
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Loan Agreement") between the Sponsors and AMD Saxonia on the terms and subject
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to the conditions of this Amendment; and
WHEREAS, concurrently herewith, the relevant parties are also amending the
Sponsors' Support Agreement and the Syndicated Loan Agreement dated 11 March
1997 among AMD Saxonia, Dresdner Bank Luxembourg S.A. as Agent (successor-in-
interest to Dresdner Bank AG) and Paying Agent, Dresdner Bank AG as Security
Agent, and the banks party thereto, as amended by the Supplemental Agreement to
Loan Agreement dated February 6, 1998 (as amended, the "Loan Agreement").
NOW, THEREFORE, the Sponsors and AMD Saxonia agree as follows:
ARTICLE I
Definitions
SECTION 1.1 Definitions. Capitalized terms not otherwise defined in this
Amendment are used with the definitions assigned to them in the Sponsors' Loan
Agreement or, if not there defined, in the Sponsors' Support Agreement.
SECTION 1.2 Construction. In this Amendment, unless the context requires
otherwise, references to Sections and Schedules are to Sections and Schedules of
the Sponsors' Loan Agreement. Section headings are inserted for reference only
and shall be ignored in construing this Amendment.
ARTICLE II
Amendments
SECTION 2.1 The Sponsors' Loan Agreement shall be amended as more
particularly set out below. In all other respects, the Sponsors' Loan Agreement
shall remain in full force and effect.
(i) In Section 1.1 (Definitions), the following definition of "Contribution
Date" shall be replaced as follows:
(a) ""Contribution Date" means 30 June 1999."
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(ii) Section 2.4 shall be replaced as follows:
"SECTION 2.4 Time of Class C Sponsors' Loans. The Class C Sponsors' Loans will
be made in cash and in Same Day Funds and will be made in full, pursuant to
Section 4.07 of the AMD Inc. Senior Secured Note Indenture, without
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utilizing any of the provisions contained in the first proviso to Section
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4.07(iv) thereof, by the Contribution Date at the latest."
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ARTICLE III
Miscellaneous
SECTION 3.1 Representations and Warranties. Each of the Sponsors and AMD
Saxonia hereby represents and warrants that:
(a) Organization; Corporate Power. It is duly incorporated and validly
existing under the laws of the jurisdiction of its organization, and has
all necessary power and authority to execute and deliver this Amendment and
to consummate the transactions contemplated by the Sponsors' Loan
Agreement, as amended hereby;
(b) Corporate Authority; No Conflict. The execution and delivery by it of this
Amendment, and the performance by it of its obligation under the Sponsors'
Loan Agreement, as amended by this Amendment, have been duly authorized by
all necessary corporate action (including any necessary shareholder action)
on its part, and do not and will not (i) violate any provision of any law,
rule regulation, order, writ, judgment, injunction, decree, determination
or award presently in effect having applicability to it, or of its charter
or by-laws or (ii) result in a breach of, result in a mandatory prepayment
or acceleration of indebtedness evidenced by or secured by, or constitute a
default under, any indenture or loan or credit agreement, or any other
agreement or instrument to which it is a party or by which it or its
properties may be bound, or require the creation or imposition of any
encumbrance of any nature upon or with respect to any of the properties now
owned or hereafter acquired by it; and
(c) Valid and Binding Obligations. The Sponsors' Loan Agreement, as amended by
this Amendment, constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms subject, however, to
applicable bankruptcy, insolvency, reorganization moratorium or similar
laws affecting creditors' rights generally and, as to enforceability, by
general equitable principles.
SECTION 3.2 Miscellaneous.
(a) This Amendment is limited as specified and shall not constitute a
modification, amendment or waiver of any other provision of the Sponsors'
Loan Agreement or any provision of any other Operative Document. Except as
specifically amended by this Amendment, the Sponsors' Loan Agreement shall
remain in full force and effect and is hereby ratified and confirmed.
(b) This Amendment shall be an Operative Document under and for purposes of the
Sponsors' Support Agreement.
(c) Sections 7.1, 7.2, 7.3 and 7.4 of the Sponsors' Loan Agreement shall apply,
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mutatis mutandis, to this Amendment, as if set out herein in full.
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(d) This Amendment may be executed in any number of counterparts and all of
such counterparts taken together shall be deemed to constitute one and the
same instrument.
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IN WITNESS WHEREOF, each of the parties set out below has caused this Amendment
to be duly executed and delivered by its respective officer or agent thereunto
duly authorised as of the date first above written.
ADVANCED MICRO DEVICES, INC.
By /s/ Francis P. Barton
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Francis P. Barton
Its Senior Vice President
Chief Financial Officer
AMD SAXONY HOLDING GMBH
By /s/ Jack L. Saltich
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Its Managing Director
AMD SAXONY MANUFACTURING GMBH
By /s/ Jack L. Saltich
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Its Managing Director
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