EXHIBIT 10.23(f)
SECOND AMENDMENT TO
FUJITSU INVESTMENT AGREEMENT
This SECOND AMENDMENT TO FUJITSU INVESTMENT AGREEMENT (the
"Amendment") is made this 27 day of February, 1996, 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, AMD and FUJITSU entered into First Amendment to Fujitsu
Investment Agreement (the "First Amendment") on April 28, 1995, which provides
for a change of schedule for purchase and resale by Fujitsu of common stock of
AMD; and
WHEREAS, the parties desire to amend the Agreement further as more
fully set forth below in this Amendment.
NOW, THEREFORE, it is hereby AGREED that:
1. The first sentence of Section 1.4 of the Agreement is amended in
its entirety to read as follows:
The purchase price of each installment of the AMD Shares shall be
payable in United States dollars by wire transfer or otherwise as AMD
shall reasonably request, and: (i) for the Initial Purchase, was equal
to the number of AMD Shares acquired in the installment times the
average of the closing sales prices of AMD common stock on the New
York Stock Exchange for the sixty (60) trading days ending on the
Joint Venture Effective Date, (ii) for the First through Third
Subsequent Purchases, the average of the closing sales prices on the
New York Exchange for the sixty (60) trading days ending on the
twentieth day of the month preceding the month in which the purchase
was consummated, or if the Exchange was not open for trading on such
date, on the trading day
preceding such date, and (iii) for the Fourth through Eighth
Subsequent Purchases, the average of the closing sales prices on the
New York Exchange for the sixty (60) trading days ending on the
twentieth day of the month preceding the month in which the purchase
is required by the First Amendment, or if the Exchange is not open for
trading on such date, on the trading day preceding such date.
2. Except as specifically amended by this Amendment and the First
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 and the First Amendment.
3. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their authorized officers as of the day and year first above
written.
ADVANCED MICRO DEVICES, INC.
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Senior Vice President
Its Chief Administrative Officer
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Chief Financial Officer and
Treasurer
FUJITSU LIMITED
By /s/ Xxxxxxxxx Xxxxx
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Xxxxxxxxx Xxxxx
Group Senior Vice President
Administration & Business Operations
Electronic Devices Group
