Exhibit 10.43(g-4)
THIRD AMENDMENT TO
SPONSORS' LOAN AGREEMENT
THIS THIRD AMENDMENT (this "Amendment"), dated 3 June 2002, is made
among 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
GMBH, Dresden, registered in the Commercial Register of the Dresden County
Court, HRB 13931 ("AMD Holding" and, together with AMD Inc. collectively, the
"Sponsors"); and AMD SAXONY MANUFACTURING GMBH, Dresden, registered in the
Commercial Register of the Dresden County Court, HRB 13186 (proposed to be known
as "AMD Saxony LLC & Co. KG" following the Conversion Effective Date) ("AMD
Saxonia").
W I T N E S S E T H:
WHEREAS, 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, inter alia, (i)
AMD Saxonia has entered into the Loan Agreement dated 11 March 1997, as amended,
providing, inter alia, for two separate senior secured term and standby
facilities aggregating up to DM 1,500,000,000 (one billion five hundred 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 6 February
1998, the Second Amendment to Sponsors' Support Agreement dated 29 June 1999,
the Third Amendment to Sponsors' Support Agreement dated 20 February 2001 and
the Accession Agreement and Fourth Amendment to Sponsors' Support Agreement
dated of even date herewith (as amended, the "Sponsors' Support Agreement"),
providing (x) certain assurances to the Agent and Security Agent with respect to
the completion of the Project, and (y) certain undertakings to and for the
benefit of the Secured Parties;
WHEREAS, pursuant to the Conversion Documents (as defined in the
Sponsors' Support Agreement), AMD Saxonia proposes to change its legal form to a
Kommanditgesellschaft (a limited partnership organized under the laws of the
Federal Republic of Germany), with AMD Holding and AMD Saxony Admin GmbH, with
its seat in Dresden ("AMD Admin") as its sole limited partners (Kommanditisten)
and AMD Saxony LLC, a limited liability company organized under the laws of the
State of Delaware and a wholly-owned subsidiary of AMD Inc. ("AMD Saxony LLC")
as its sole general partner (Komplementar);
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WHEREAS, AMD Saxonia wishes, with the consent of the Sponsors to,
among other things, amend the Sponsors' Loan Agreement, by and among AMD Inc.,
AMD Holding, and AMD Saxonia, dated 11 March 1997, as amended by the First
Amendment to Sponsors' Loan Agreement dated 6 February 1998 and the Second
Amendment to Sponsors' Loan Agreement dated 25 June 1999 (as amended, the
"Sponsors' Loan Agreement") to decrease the interest rate payable on each of the
Sponsors' Loans; and
WHEREAS, concurrently herewith, the relevant parties are also amending
the Sponsors' Support Agreement and certain other agreements;
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
Amendment
SECTION 2.1 With effect from the Conversion Effective Date, the Sponsors'
Loan Agreement is hereby amended as more particularly set out below. In all
other respects, the Sponsors' Loan Agreement shall remain in full force and
effect.
(i) Section 3.1 shall be deleted and replaced with the following:
"SECTION 3.1 Interest Rate. The unpaid principal amount from time to
time outstanding of each Sponsors' Loan shall bear interest at a rate
per annum equal to 4% compounded monthly, with effect from January 1,
2002. As provided in the Sponsors' Subordination Agreement, payment of
interest on the Sponsors' Loans has been subordinated to the Senior
Liabilities (as therein defined) and, once permitted to be paid by AMD
Saxonia pursuant to the Sponsors' Subordination Agreement, shall be
paid quarterly in arrears."
ARTICLE III
Miscellaneous
SECTION 3.1 Representations and Warranties. Each of the Sponsors and AMD
Saxonia hereby represents and warrants, as of the date hereof and as of the
Conversion Effective Date, that:
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(a) Organisation; Corporate Power. It is duly organised and validly
existing under the laws of the jurisdiction of its organisation, and has all
necessary power and authority to execute and deliver this Amendment and,
following the Conversion Effective Date, 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, following the Conversion Effective
Date, of its obligation under the Sponsors' Loan Agreement, as amended by this
Amendment, have been duly authorised 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. Following the Conversion Effective
Date, the Sponsors' Loan Agreement, as amended by this Amendment, shall
constitute its legal, valid, and binding obligation, enforceable against it in
accordance with its terms; subject, however, to applicable bankruptcy,
insolvency, reorganisation, 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) Without prejudice to the foregoing, AMD Saxonia hereby ratifies and
confirms that its obligations under the Sponsors' Loan Agreement, as amended,
shall continue in full force and effect following the Conversion.
(c) This Amendment shall be an Operative Document under and for purposes
of the Sponsors' Support Agreement.
(d) Sections 7.1, 7.2, 7.3 and 7.4 of the Sponsors' Loan Agreement shall
apply, mutatis mutandis, to this Amendment, as if set out herein in full.
(e) This Amendment may be executed in any number of counterparts and by
different parties on separate counterparts which when taken together shall
constitute one agreement.
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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/ Robert J. Rivet
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Its Senior Vice President and Chief
Financial Officer
AMD SAXONY HOLDING GMBH
By: /s/ Hans-Raimund Deppe
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Dr. Hans-Raimund Deppe
Its Managing Director (Geschaftsfuhrer)
AMD SAXONY MANUFACTURING GMBH
By: /s/ Hans-Raimund Deppe
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Dr. Hans-Raimund Deppe
Its Managing Director (Geschaftsfuhrer)