EXHIBIT 10.50(p-2)
AMD SAXONY MANUFACTURING GMBH February 6, 1998
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Dear Sirs
The purpose of this communication is to set forth the terms and conditions of
the Transaction, entered into between ADVANCED MICRO DEVICES, INC. ("Party A")
and AMD SAXONY MANUFACTURING GMBH ("Party B") on the Trade Date specified below
(the "Transaction"). This communication will constitute a "Confirmation" as
referred to in the Master Agreement (the "ISDA Agreement") dated 11 March 1997,
entered into between us (the ISDA Agreement together with this Confirmation and
the Confirmation dated 11 March 1997 being, the "Agreement").
The definitions and provisions contained in the 1991 ISDA Definitions (the "1991
Definitions") and the 1992 ISDA FX and Currency Option Definitions (the "FX
Definitions") (as published by the International Swap Dealers Association, Inc)
(together, the "Definitions") are incorporated by reference into this
Confirmation without regard to any revision or subsequent edition thereof. In
the event of any inconsistency between the 1991 Definitions and the FX
Definitions, the FX Definitions shall control with respect to paragraph 2(a)
below and the 1991 Definitions shall control with respect to any other
provisions of this Confirmation. This Confirmation will supplement, form a part
of and be subject to the terms and conditions of the Agreement.
All provisions contained in the Agreement will govern this Confirmation except
as expressly modified below. In the event of any inconsistency amount or between
the ISDA Agreement, the Definitions and this Confirmation, this Confirmation
will govern.
Each party is hereby advised, and each such party acknowledges, that the other
party has engaged in (or refrained from engaging in) substantial financial
transactions and has taken other material actions in reliance upon the parties'
entry into the Transaction to which this Confirmation relates on the terms and
conditions set forth below.
1. This Confirmation will be governed by and construed in accordance with
California law (without reference to the choice of law doctrine).
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* CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Trade Date: February 6, 1998
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Effective Date: February 6, 1998
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Termination Date: July 1, 2005, provided that if the obligations of
Party B under the Loan Agreement dated 11 March
1997, between Party B and Dresdner Bank Luxembourg
SA, as agent (successor to Dresdner Bank AG as
agent), and certain other financial institutions
have not been satisfied in full on or before such
date, the Termination Date shall be extended to
fall on the date on which such obligations are
fully and finally satisfied
Business Days: San Francisco, Frankfurt and Dresden
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(a) Currency Options
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(i) Common Terms:
Premium Payment Date: The Termination Date
Currency Option style: European
(ii) Unique terms:
Option #1a
Buyer: Party B
Seller: Party A
Currency Option Type: Call
Call Currency and Amount: USD 40,000,000
Strike Price: DEM 1.85
Put Currency: DEM
Expiration Date: August 19, 1998
Settlement Date: August 21, 1998
Premium: USD 980,000
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Option #1b
Buyer: Party A
Seller: Party B
Currency Option Type: Put
Put Currency and Amount: USD 40,000,000
Strike Price: DEM 1.801
Call Currency: DEM
Expiration Date: August 19, 1998
Settlement Date: August 21, 1998
Premium: USD 980,000
The above Option premiums for Options 1a and 1b have been netted
to zero.
Option #2a
Buyer: Party B
Seller: Party A
Currency Option Type: Call
Call Currency and Amount: USD 40,000,000
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Strike Price: DEM 1.85
Put Currency: DEM
Expiration Date: November 18, 1998
Settlement Date: November 20, 1998
Premium: USD 1,176,000
Option #2b
Buyer: Party A
Seller: Party B
Currency Option Type: Put
Put Currency and Amount: USD 40,000,000
Strike Price: DEM 1.7885
Call Currency: DEM
Expiration Date: November 18, 1998
Settlement Date: November 20, 1998
Premium: USD 1,176,000
The above Option premiums for Options 2a and 2b have been netted
to zero.
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Option #3a
Buyer: Party B
Seller: Party A
Currency Option Type: Call
Call Currency and Amount: USD 50,000,000
Strike Price: DEM 1.85
Put Currency: DEM
Expiration Date: February 16, 2000
Settlement Date: February 18, 2000
Premium: USD 1,652,000
Option #3b
Buyer: Party A
Seller: Party B
Currency Option Type: Put
Put Currency and Amount: USD 50,000,000
Strike Price: DEM 1.7329
Call Currency: DEM
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Expiration Date: February 16, 2000
Settlement Date: February 18, 2000
Premium: USD 1,652,000
The above Option premiums for Options 3a and 3b have been netted
to zero.
Option #4a
Buyer: Party B
Seller: Party A
Currency Option Type: Call
Call Currency and Amount: USD 60,000,000
Strike Price: DEM 1.85
Put Currency: DEM
Expiration Date: May 17, 2000
Settlement Date: May 19, 2000
Premium: USD 1,716,000
Option #4b
Buyer: Party A
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Seller: Party B
Currency Option Type: Put
Put Currency and Amount: USD 60,000,000
Strike Price: DEM 1.7278
Call Currency: DEM
Expiration Date: May 17, 2000
Settlement Date: May 19, 2000
Premium: USD 1,716,000
The above Option premiums for Options 4a and 4b have been netted
to zero.
Option #5a
Buyer: Party B
Seller: Party A
Currency Option Type: Call
Call Currency and Amount: USD 50,000,000
Strike Price: DEM 1.85
Put Currency: DEM
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Expiration Date: August 16, 2000
Settlement Date: August 18, 2000
Premium: USD 1,776,000
Option #5b
Buyer: Party A
Seller: Party B
Currency Option Type: Put
Put Currency and Amount: USD 50,000,000
Strike Price: DEM 1.717
Call Currency: DEM
Expiration Date: August 16, 2000
Settlement Date: August 18, 2000
Premium: USD 1,776,000
The above Option premiums for Options 5a and 5b have been netted
to zero.
Option #6a
Buyer: Party B
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Seller: Party A
Currency Option Type: Call
Call Currency and Amount: USD 60,000,000
Strike Price: DEM 1.85
Put Currency: DEM
Expiration Date: November 15, 2000
Settlement Date: November 17, 2000
Premium: USD 1,824,000
Option #6b
Buyer: Party A
Seller: Party B
Currency Option Type: Put
Put Currency and Amount: USD 60,000,000
Strike Price: DEM 1.7094
Call Currency: DEM
Expiration Date: November 15, 2000
Settlement Date: November 17,2000
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Premium: USD 1,824,000
The above Option premiums for Options 6a and 6b have been netted
to zero.
2. Account Details
(a) Payments to Party A:
Party A's account [***]
(b) Payments to Party B
to be supplied
3. Offices:
(a) The Office of Party A for the Transaction is San Francisco.
(b) The Office of Party B for the Transaction is Dresden.
4. Broker/Arranger: None
Please promptly confirm that the preceding correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.
Yours sincerely,
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*** CONFIDENTIAL TREATMENT IS REQUESTED FOR THE MARKED LANGUAGE
ADVANCED MICRO DEVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its:
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Confirmed as of the date first written:
AMD SAXONY MANUFACTURING GmbH
By: /s/ Xxxxxx X. Xxxxxxx
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Its:
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