EXHIBIT 10.24(j)
NINTH AMENDMENT TO CREDIT AGREEMENT
THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is
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entered into as of July ___, 1999, among Advanced Micro Devices, Inc., a
Delaware corporation (the "Company"), the "Banks" party to the Credit Agreement
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referenced below (collectively, the "Banks"), ABN AMRO Bank N.V., as Syndication
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Agent for the Banks (the "Syndication Agent"), Canadian Imperial Bank of
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Commerce, as Documentation Agent for the Banks (the "Documentation Agent"), and
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Bank of America National Trust and Savings Association, as Administrative Agent
for the Banks (the "Agent").
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WHEREAS, the Company, the Banks, the Syndication Agent, the
Documentation Agent and the Agent are parties to a Credit Agreement dated as of
July 19, 1996, as amended by a First Amendment to Credit Agreement dated as of
August 7, 1996, a Second Amendment to Credit Agreement dated as of September 9,
1996, a Third Amendment to Credit Agreement dated as of October 1, 1997, a
Fourth Amendment to Credit Agreement dated as of January 26, 1998, a Fifth
Amendment to Credit Agreement dated as of February 26, 1998, a Sixth Amendment
to Credit Agreement dated as of June 30, 1998, a Seventh Amendment to Credit
Agreement and Waiver dated as of April 8, 1999 and an Eighth Amendment to Credit
Agreement dated as of June 25, 1999 (as so amended, the "Credit Agreement");
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WHEREAS, the Company has requested that the Majority Banks agree to
certain amendments to the Credit Agreement;
WHEREAS, the Majority Banks have agreed to such request, subject to
the terms and conditions hereof;
NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties hereto agree as follows:
1. Definitions; Interpretation.
(a) Terms Defined in Credit Agreement. All capitalized terms
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used in this Amendment (including in the recitals hereof) and not otherwise
defined herein shall have the meanings assigned to them in the Credit Agreement.
(b) Interpretation. The rules of interpretation set forth in
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Section 1.02 of the Credit Agreement shall be applicable to this Amendment and
are incorporated herein by this reference.
2. Amendments to the Credit Agreement.
(a) Amendments. The Credit Agreement is hereby amended as
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follows:
(i) Section 7.02 of the Credit Agreement is hereby amended by
inserting immediately following the words "Receivables shall not be permitted"
in the second line of the last paragraph thereof the following:
"and dispositions of assets by Restricted Subsidiaries to the Company or
other Restricted Subsidiaries (except as permitted by subsections 7.02(a)
and (b) above and except for transfers of equipment and inventory among
the Company and Restricted Subsidiaries in accordance with Section 7.06),
shall not be permitted"
(ii) Section 7.03 of the Credit Agreement is hereby amended
by (a) adding the following after the end of subsection (a) thereof:
"and provided further that if any transaction shall be between AMD
International Sales and Services, Ltd. ("AMDISS"), and another Restricted
Subsidiary, AMDISS shall be the continuing or surviving corporation."
and (b) deleting subsection (b) of Section 7.03 of the Credit Agreement in its
entirety.
(iii) Section 7.04(c) of the Credit Agreement is hereby
amended and restated in its entirety as follows:
"(c) extensions of credit by the Company to any of its Wholly-Owned
Subsidiaries (other than the German Subsidiary);"
(iv) A new Section 7.21 is hereby added to the Credit
Agreement as follows:
"Section 7.21 Prepayments by Restricted Subsidiaries. No Restricted
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Subsidiary shall voluntarily prepay any Indebtedness."
(b) References Within Credit Agreement. Each reference in the
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Credit Agreement to "this Agreement" and the words "hereof," "herein,"
"hereunder," or words of like import, shall mean and be a reference to the
Credit Agreement as amended by this Amendment.
3. Representations and Warranties. The Company hereby represents and
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warrants to the Agent, the Syndication Agent, the Documentation Agent and the
Banks as follows:
(a) The execution, delivery and performance by the Company of
this Amendment (i) have been duly authorized by all necessary corporate and
other action and (ii) do not and will not require any registration with, consent
or approval of, notice to or action by, any Person (including any Governmental
Authority) in order to be effective and enforceable.
(b) This Amendment and the Loan Documents, as amended by this
Amendment, constitute the legal, valid and binding obligations of the Company,
enforceable against it in accordance with their respective terms, without
defense, counterclaim or offset.
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4. Amendment Effective Date. This Amendment will become effective as
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of the date on which the Agent has received from each of the Company and the
Majority Banks an executed counterpart of this Amendment. The Agent shall notify
the Company and the Banks upon the effectiveness of this Amendment.
5. Miscellaneous.
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(a) Credit Agreement Otherwise Not Affected. Except as expressly
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amended pursuant hereto, the Credit Agreement shall remain unchanged and in full
force and effect and is hereby ratified and confirmed in all respects. The
Banks', the Agent's, the Syndication Agent's and the Documentation Agent's
execution and delivery of, or acceptance of, this Amendment shall not be deemed
to create a course of dealing or otherwise create any express or implied duty by
any of them to provide any other or further amendments, consents or waivers in
the future.
(b) No Reliance. The Company hereby acknowledges and confirms to
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the Agent, the Syndication Agent, the Documentation Agent and the Banks that the
Company is executing this Amendment on the basis of its own investigations and
for its own reasons without reliance upon any agreement, representation,
understanding or communication by or on behalf of the Agent, the Syndication
Agent, the Documentation Agent, any Bank or any other Person.
(c) Amendments and Waivers. The provisions of this Amendment may
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only be amended or waived, and any consent with respect to any departure by the
Company therefrom may only be granted, in accordance with the terms of Section
10.01 of the Credit Agreement.
(d) Costs and Expenses. The Company shall, whether or not the
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amendments contemplated hereby shall become effective, pay or reimburse the
Agent, within five Business Days after demand, for all costs and expenses
incurred by the Agent in connection with the development, preparation, delivery,
administration and execution of, and any amendment, supplement, waiver or
modification to, this Amendment and the consummation of the transactions
contemplated hereby and thereby, including the Attorney Costs incurred by the
Agent with respect thereto.
(e) Successors and Assigns. The provisions of this Amendment
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shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
(f) Counterparts. This Amendment may be executed by one or more
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of the parties to this Amendment in any number of separate counterparts, each of
which, when so executed, shall be deemed an original, and all of said
counterparts taken together shall be deemed to constitute but one and the same
instrument. The parties hereto agree that the Agent and the Company may accept
and rely on facsimile transmissions of executed signature pages of this
Amendment.
(g) Severability. The illegality or unenforceability of any
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provision of this Amendment or any instrument or agreement required hereunder
shall not in any way affect
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or impair the legality or enforceability of the remaining provisions of this
Amendment or any instrument or agreement required hereunder.
(h) No Third Parties Benefited. This Amendment is made and
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entered into for the sole protection and legal benefit of the Company, the
Syndication Agent, the Documentation Agent, the Banks and the Agent, and their
successors and assigns, and no other Person shall be a direct or indirect legal
beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Amendment. Each of the Agent, the Syndication Agent, the
Documentation Agent and the Banks shall not have any obligation to any Person
not a party to this Amendment.
(i) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT
THE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
(j) Entire Agreement. This Amendment embodies the entire
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agreement and understanding among the Company, the Banks, the Syndication Agent,
the Documentation Agent and the Agent, and supersedes all prior or
contemporaneous agreements and understandings of such Persons, verbal or
written, relating to the subject matter hereof and thereof.
(k) Interpretation. This Amendment is the result of negotiations
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between and has been reviewed by counsel to the Agent, the Company and other
parties, and is the product of all parties hereto. Accordingly, this Amendment
shall not be construed against the Banks, the Syndication Agent, the
Documentation Agent or the Agent merely because of the Agent's or such other
Person's involvement in the preparation of such documents and agreements.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered in San Francisco, California, by their proper and
duly authorized officers as of the day and year first above written.
THE COMPANY
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ADVANCED MICRO DEVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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THE AGENT
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Administrative Agent
By: /s/ Xxxxxxx Xxxxx
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Title: Vice President
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THE SYNDICATION AGENT
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ABN AMRO BANK N.V., as Syndication Agent
By: /s/ Xxxxxxx X. XxXxxxx
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Title: Vice President
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By: /s/ Xxxxx X. Xxxxx
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Title: Vice President
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THE DOCUMENTATION AGENT
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CANADIAN IMPERIAL BANK OF
COMMERCE, as Documentation Agent
By:
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Title:
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THE BANKS
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank
By: /s/ Xxxxx X. Xxxxxxxxxx
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Title: Managing Director
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ABN AMRO BANK N.V., as a Bank
By: /s/ Xxxxxxx X. XxXxxxx
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Title: Vice President
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By: /s/ Xxxxx X. Xxxxx
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Title: Vice President
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CANADIAN IMPERIAL BANK OF
COMMERCE, as a Bank
By:
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Title:
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BANKBOSTON, N.A.
By: /s/ Xxxx X. Xxxxxxx
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Title: Vice President
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THE BANK OF NOVA SCOTIA
By: /s/ Xxxxx Xxxxxx
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Title: Relationship Manager
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BANQUE PARIBAS
By:
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Title:
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By:
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Title:
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THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Xxxxxxx Xxxxxxx
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Title: SVP
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FLEET NATIONAL BANK
By: /s/ Xxxx Xxxxxxxxxx
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Title: SVP
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By: /s/ Xxxxxxx Xxxxx
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Title: Senior Vice President
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KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxx
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Title: Assistant Vice President
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THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED
By: /s/ Xxxxxx Xxxxxxx
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Title: Deputy General Manager
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NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Title: Assistant Vice President
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ROYAL BANK OF CANADA
By:
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Title:
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UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxx Xxxxxx
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Title: Vice President
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