Exhibit 10.50 (1-2)
FIRST AMENDMENT
TO
AMD SAXONIA WAFER PURCHASE AGREEMENT
THIS FIRST AMENDMENT (this "Amendment"), dated as of February 6, 1998, is made
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between AMD SAXONY HOLDING GMBH, Dresden, registered in the Commercial Register
of the Dresden County Court, HRB 13931 ("AMD Holding"), and AMD SAXONY
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MANUFACTURING GMBH, Dresden, registered in the Commercial Register of the
Dresden County Court, HRB 13186 ("AMD Saxonia").
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W I T N E S S E T H
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WHEREAS, AMD Saxonia is a wholly-owned Subsidiary (such and other capitalized
terms having the meaning assigned thereto in Section 1.1 of this Amendment) of
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AMD Holding, which is, in turn, a wholly-owned Subsidiary of Advanced Micro
Devices, Inc., a corporation organized and existing under the laws of the State
of Delaware, United States of America ("AMD Inc."), and has been formed for the
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purpose of constructing, owning, and operating (i) the Plant and (ii) the
integrated Design Center;
WHEREAS, AMD Holding and AMD Inc. have entered into the AMD Holding Wafer
Purchase Agreement dated as of March 11, 1997 (the "AMD Holding Wafer Purchase
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Agreement"), pursuant to which, among other things, AMD Inc. has agreed to
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purchase from AMD Holding, and AMD Holding has agreed to supply on an exclusive
basis to AMD Inc., all Wafers as are ordered from time to time by AMD Inc. from
AMD Holding, in each case on the terms and conditions of the AMD Holding Wafer
Purchase Agreement;
WHEREAS, AMD Holding and AMD Saxonia have entered into the AMD Saxonia Wafer
Purchase Agreement dated as of March 11, 1997 (the "AMD Saxonia Wafer Purchase
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Agreement"), pursuant to which AMD Holding has obtained the exclusive right to
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purchase Wafers from AMD Saxonia, and AMD Saxonia has agreed, on such exclusive
basis, to manufacture and sell Wafers to AMD Holding, (in each case on the terms
and conditions of the AMD Saxonia Wafer Purchase Agreement); and
WHEREAS, AMD Saxonia is planning to make certain changes in the technology to be
installed in the Plant which will change the capacity of the Plant to
manufacture Wafers, and AMD Saxonia and AMD Holding have agreed to amend the AMD
Saxonia Wafer Purchase Agreement to reflect such change in capacity;
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
intending to be legally bound hereby, AMD Holding 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 AMD Saxonia
Wafer Purchase Agreement.
SECTION 1.2 Construction. In this Amendment, unless the context requires
otherwise, references to Sections and Exhibits are to Sections and Exhibits of
the AMD Saxonia Wafer Purchase Agreement. Section headings are inserted for
reference only and shall be ignored in construing this Amendment.
ARTICLE II
Amendments
SECTION 2.1 Amendment to Definitions. Section 1.01 (20) of the AMD Saxonia
Wafer Purchase Agreement is hereby amended by deleting it in its entirety and
replacing it with the following:
"(20) "ANTICIPATED CAPACITY" means,
(i) with respect to the Fiscal Year 2000, a capacity level of
104,000 Wafers per annum;
(ii) with respect to the Fiscal Year 2001, a capacity level of
215,000 Wafers per annum; and
(iii) with respect to any Fiscal Year thereafter, a capacity level of
250,000 Wafers per annum;
provided that in the event the Completion Date takes place other than on
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the first day of a Fiscal Year, the respective amount shall be reduced
proportionately according to the actual number of days during such 4
Quarter Period.
In the event that the capacity level at the Plant is changed in accordance
with the Approved Project Budget as defined in the Sponsors' Support
Agreement, the parties hereto shall meet and in good faith adjust the
Anticipated Capacity, if necessary to reflect such change, which shall have
effect from the date such change is made under the Sponsors' Support
Agreement."
SECTION 2.2 Amendment to Exhibits. The definition of "Anticipated Capacity"
in each of Footnote 1 in Exhibit I and Footnote 1 in Exhibit II to the AMD
Saxonia Wafer Purchase Agreement is hereby amended by, in each case, deleting it
in its entirety and replacing it with the following:
" `ANTICIPATED CAPACITY' means,
(i) a capacity level of 104,000 Wafers per annum with respect to the
Fiscal Year 2000;
(ii) a capacity level of 215,000 Wafers per annum with respect to the
Fiscal Year 2001; and
(iii) a capacity level of 250,000 Wafers per annum with respect to
each Fiscal Year thereafter."
ARTICLE III
Miscellaneous
SECTION 3.1 Representations and Warranties. Each of AMD Holding and AMD
Saxonia, severally and for itself alone, hereby represents and warrants to the
other as follows:
(a) Organization; Corporate Power. It is duly incorporated and validly
existing under the laws of the jurisdiction of its organization, and has
all necessary power and authority to execute and deliver this Amendment and
to consummate the transactions contemplated by the AMD Saxonia Wafer
Purchase Agreement as amended by this Amendment;
(b) Corporate Authority; No Conflict. The execution and delivery by it of this
Amendment, and the performance by it of its obligations under the AMD
Saxonia Wafer Purchase Agreement as amended by this Amendment have been
duly authorized 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. The AMD Saxonia Wafer Purchase Agreement,
as amended by this Amendment, constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms subject,
however, to applicable bankruptcy, insolvency, reorganization, 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, except as specifically set
forth herein, shall not constitute a modification, amendment or waiver of
any other provision of the
AMD Saxonia Wafer Purchase Agreement or any provision of any other
Operative Document. Except as specifically amended by this Amendment, the
AMD Saxonia Wafer Purchase Agreement shall remain in full force and
effect and is hereby ratified and confirmed.
(b) This Amendment shall be an Operative Document under and for purposes of the
Sponsors' Support Agreement.
(c) This Amendment shall be governed by, and shall be construed in accordance
with, the internal laws of the State of California, without regard to its
conflicts of laws principles.
(d) This Amendment is in the English language, which language shall be
controlling in all respects.
(e) This Amendment may be executed in one or more counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original but all such counterparts together
shall constitute but one and the same instrument; signature pages may be
detached from multiple counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same document.
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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 authorized as of the date first above written.
AMD SAXONY MANUFACTURING GMBH
By: /s/ Xxxxxx X. Xxxxxxx
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Its:
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AMD SAXONY HOLDING GMBH
By: /s/ Xxxxxx X. Xxxxxxx
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Its:
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