EXHIBIT 10.23(e)
FIRST AMENDMENT TO
FUJITSU INVESTMENT AGREEMENT
This FIRST AMENDMENT TO FUJITSU INVESTMENT AGREEMENT (the "Amendment")
is made this 28 day of April, 1995, between FUJITSU LIMITED, a Japanese
stock company or kabushiki kaisha ("FUJITSU"), and ADVANCED MICRO DEVICES,
INC., a Delaware corporation ("AMD").
RECITALS
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WHEREAS, AMD AND FUJITSU are parties to an agreement entitled Fujitsu
Investment Agreement (the "Agreement") dated March 26, 1993, which provides
for the purchase by Fujitsu of common stock of AMD; and
Whereas, the parties desire to amend the Agreement as more fully set
forth below in this Amendment.
NOW, THEREFORE, it is hereby AGREED that:
1. The first sentence of Section 1.2 of the Agreement is amended in
its entirety to read as follows:
The AMD Shares shall be sold and purchased in nine (9) installments,
as follows: (i) an initial sale and purchase of 500,000 shares (the
"Initial Purchase") which was consummated within thirty (30) business
days following the Effective Date of the Joint Venture Agreement,
dated March 30, 1993, between the parties ("the Joint Venture
Effective Date"); (ii) three (3) additional sales and purchases of
500,000 shares each, which were consummated prior to the last business
day of the sixth (6th), twelfth (12th) and eighteenth (18th) months,
respectively, following the Joint Venture Effective Date; and (iii)
five additional sales and purchases [*] subject to Section 1.4, to be
consummated prior to the last business day of the thirty-
[* Confidential Treatment Requested]
sixth (36th), forty-second (42nd), forty-eighth (48th), fifty-fourth
(54th) and sixtieth (60th) months, respectively, following the Joint
Venture Effective Date (all such sales and purchases other than the
Initial Purchase being referred to herein and the "Subsequent
Purchases," and individually as the "First Subsequent Purchase,"
through the "Eighth Subsequent Purchase" in accordance with their
scheduled order of occurrence).
2. Section 2.2(c) of the Agreement is amended in its entirety to read
as follows:
(c) Except as provided in subsections (d) and (e) below, the AMD
Shares may not be resold or transferred except in the following
manner. Up to [*] of the AMD Shares purchased in the Initial Purchase
or any of the First through the Third Subsequent Purchases may be
resold or transferred at any time after the [*] of the consummation of
such purchase. Up to an additional [*] of such shares may be resold or
transferred at any time after the [*] of the consummation of such
purchase. Up to [*] of the AMD Shares purchased in any of the Fourth
through the Eighth Subsequent Purchases may be resold or transferred at
any time after the [*] of the consummation of such purchase. Up to an
additional [*] of such shares may be resold or transferred at any time
after the [*] of the consummation of such purchase.
3. Except as specifically amended by this Amendment, the Agreement
shall remain in full force and effect and is hereby ratified and confirmed. On
and after the date of this Amendment, each reference to the Agreement in the
Agreement itself or in any other agreement or document between the parties
shall mean and be a reference to the Agreement as amended by this Amendment.
4. This Amendment 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.
[* Confidential Treatment Requested]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers as of the day and year
first above written.
FUJITSU LIMITED
By /s/ Xxxxxxxxx Xxxxx
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Xxxxxxxxx Xxxxx
Group Senior Vice President
Its Administration & Business Operations
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Electronic Devices Group
ADVANCED MICRO DEVICES, INC.
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Senior Vice President
Chief Administrative Officer
Chief Financial Officer and
Treasurer
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