<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 8, 1998
ADVANCED MICRO DEVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-7882 94-1692300
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One AMD Place,
P.O. Box 3453
Sunnyvale, California 94088-3453
- ---------------------------------------- ----------
(address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (408) 732-2400
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<PAGE>
Item 5. Other Events.
- ------- -------------
On July 8, 1998, Advanced Micro Devices, Inc. (the "Company") announced
its second quarter revenues. The Company reported a net loss of $64,560,000 on
sales of $526,538,000 for its second quarter ended June 28, 1998. The loss
amounted to $0.45 per share. Sales declined by 3 percent from the quarter ended
March 29, 1998, and by 11 percent from the quarter ended June 29, 1997. The full
text of the press release is set forth in Exhibit 99 attached hereto and is
incorporated in this report as if fully set forth herein.
Item 7. Financial Statements and Exhibits.
- ------- ----------------------------------
(c) Exhibits:
10.24(g) Sixth Amendment to Credit Agreement, dated as of June
30, 1998, among Advanced Micro Devices, Inc., Bank of
America NT&SA, as administrative agent and lender, ABN
AMRO Bank, N.V., as syndicated agent and lender, and
Canadian Imperial Bank of Commerce, as documentation
agent and lender.
10.25(i) Eighth Amendment to Third Amended and Restated Guaranty,
dated as of June 30, 1998 (amending the Third Amended
and Restated Guaranty, dated as of August 25, 1995, as
amended, made by the Company in favor of CIBC Inc.).
10.26(g) Sixth Amendment to Building Lease dated as of June 30,
1998 (amending the Building Lease dated as of September
22, 1992, by and between AMD International Sales &
Service, Ltd. and CIBC Inc.).
10.27(g) Sixth Amendment to Land Lease dated as of June 30, 1998
(amending the Land Lease dated as of September 22, 1992,
by and between AMD International Sales & Service Ltd.
and CIBC Inc.).
99 Press release dated July 8, 1998
2
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ADVANCED MICRO DEVICES, INC.
(Registrant)
Date: July 8, 1998 By: /s/ Richard Previte
_____________________________
Richard Previte
President, Chief Operating
Officer, Chief Financial and
Administrative Officer and
Treasurer
3
<PAGE>
Exhibit Index
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Exhibit Number Exhibit
- -------------- -------
10.24(g) Sixth Amendment to Credit Agreement, dated as of June
30, 1998, among Advanced Micro Devices, Inc., Bank of
America NT&SA, as administrative agent and lender, ABN
AMRO Bank, N.V., as syndicated agent and lender, and
Canadian Imperial Bank of Commerce, as documentation
agent and lender.
10.25(i) Eighth Amendment to Third Amended and Restated Guaranty,
dated as of June 30, 1998 (amending the Third Amended
and Restated Guaranty, dated as of August 25, 1995, as
amended, made by the Company in favor of CIBC Inc.).
10.26(g) Sixth Amendment to Building Lease dated as of June 30,
1998 (amending the Building Lease dated as of September
22, 1992, by and between AMD International Sales &
Service, Ltd. and CIBC Inc.).
10.27(g) Sixth Amendment to Land Lease dated as of June 30, 1998
(amending the Land Lease dated as of September 22, 1992,
by and between AMD International Sales & Service Ltd.
and CIBC Inc.).
99 Press release dated July 8, 1998
4
<PAGE>
EXHIBIT 10.24(g)
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is entered into
---------
as of June 30, 1998, among Advanced Micro Devices, Inc., a Delaware corporation
(the "Company"), the "Banks" party to the Credit Agreement (collectively, the
-------
"Banks"), ABN AMRO Bank N.V., as Syndication Agent for the Banks (the
- ------
"Syndication Agent"), Canadian Imperial Bank of Commerce, as Documentation Agent
- ------------------
for the Banks (the "Documentation Agent"), and Bank of America National Trust
-------------------
and Savings Association, as Administrative Agent for the Banks (the "Agent").
-----
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 and a Fifth Amendment to Credit
Agreement dated as of February 26, 1998 (as so amended, the "Credit Agreement");
----------------
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 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
--------------
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 follows:
----------
(i) Section 7.15 of the Credit Agreement (captioned "Modified
Quick Ratio") is hereby amended and restated in its entirety as
follows:
1.
<PAGE>
"7.15 Modified Quick Ratio. The Company shall not as of the
--------------------
end of any fiscal quarter suffer or permit its ratio (determined on a
Consolidated basis) of (a) cash plus the value (valued in accordance
----
with GAAP) of all Cash Equivalents, other than Cash Equivalents
subject to a Lien securing Indebtedness, plus net Receivables, plus
---- ----
Fujitsu Receivables, to (b) Consolidated Current Liabilities, to be
less than (i) 1.00 to 1.00 at the end of the second fiscal quarter of
1998, (ii) 0.80 to 1.00 at the end of the third fiscal quarter of
1998, at fiscal year-end 1998 and at the end of each of the first,
second and third fiscal quarters of 1999, and (v) 0.90 to 1.00 at
fiscal year-end 1999 and thereafter."
(ii) Section 7.16 of the Credit Agreement (captioned "Minimum
Tangible Net Worth") is hereby amended and restated in its entirety as
follows:
"7.16 Minimum Tangible Net Worth. The Company shall not suffer or
--------------------------
permit its Consolidated Tangible Net Worth (a) at the end of the
Company's second fiscal quarter of 1998 to be less than
$1,920,000,000, and (b) at the end of the Company's third fiscal
quarter of 1998 and thereafter to be less than $1,920,000,000 plus (i)
----
(without duplication for amounts included under clause (iv) below) 75%
of net income for the Company and its Restricted Subsidiaries computed
from the first day of the Company's third fiscal quarter of 1998
through the end of such fiscal quarter for which the determination is
being made, determined quarterly on a Consolidated basis and not
reduced by any quarterly loss, plus (ii) 100% of the Net Issuance
----
Proceeds of any sale of capital stock of the Company by or for the
account of the Company occurring on or after the first day of the
Company's third fiscal quarter of 1998, plus (iii) any increase in
----
stockholders' equity of the Company resulting from the conversion of
debt securities of the Company to equity securities of the Company on
or after the first day of the Company's third fiscal quarter of 1998,
plus (iv) 100% of the Net Issuance Proceeds (net of Taxes payable in
----
respect thereof) of any sale of capital stock of the Vantis Subsidiary
by or for the account of the Company occurring on or after the first
day of the Company's third fiscal quarter of 1998."
(iii) Section 7.17 of the Credit Agreement (captioned
"Leverage Ratio") is hereby amended by deleting clauses (i), (ii) and
(iii) therefrom and substituting therefor the following:
"(i) 1.00 to 1.00 at the end of the second fiscal quarter of 1998,
(ii) 1.05 to 1.00 at the end of the third fiscal quarter of 1998,
(iii) 1.00 to 1.00 at fiscal year-end 1998, (iv) 0.95 to 1.00 at
the end of each of the first, second and third fiscal quarters of
1999, and (v) 0.90 to 1.00 at fiscal year-end 1999 and
thereafter."
2.
<PAGE>
(iv) Section 7.18 of the Credit Agreement (captioned "Fixed
Charge Coverage Ratio") is hereby amended by deleting clauses (b),
(c), (d) and (e) thereof and substituting therefor the following:
"(b) 0.90 to 1.00 at the end of the second fiscal quarter of 1998,
(c) 0.95 to 1.00 at the end of the third fiscal quarter of 1998,
(d) 1.20 to 1.00 at fiscal year-end 1998 and at the end of the
first fiscal quarter of 1999, and (e) 1.50 to 1.00 at the end of
the second fiscal quarter of 1999 and thereafter."
(v) Section 7.19 of the Credit Agreement (captioned
"Profitability") is hereby amended and restated in its entirety as
follows:
"7.19 Profitability. The Company shall not suffer
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or permit (a) a net loss of greater than $20,000,000 for the
third fiscal quarter of 1998, and (b) net income to be less than
$1.00 for the fourth fiscal quarter of 1998, and for each fiscal
quarter thereafter, in each case determined for the Company on a
Consolidated basis."
(b) References Within Credit Agreement. Each reference in the
----------------------------------
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
------------------------------
warrants to the Agent, the Syndication Agent, the Documentation Agent and the
Banks as follows:
a. No Default or Event of Default has occurred and is continuing.
b. The execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary corporate and other action
and 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.
c. 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.
4. Amendment Effective Date. This Amendment will become effective as of June
------------------------
26, 1998, provided that the Agent has received (a) from each of the Company and
--------
the Majority Banks an executed counterpart of this Amendment, and (b) from the
Company a nonrefundable amendment fee of $500,000 to be distributed to each Bank
in accordance with its Pro Rata Share.
5. Miscellaneous.
-------------
3.
<PAGE>
(a) Credit Agreement Otherwise Not Affected. Except as expressly 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 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 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 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 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 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 provision of
------------
this Amendment or any instrument or agreement required hereunder shall not in
any way affect 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 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
4.
<PAGE>
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 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 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 between
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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.]
5.
<PAGE>
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
-----------
ADVANCED MICRO DEVICES, INC.
By:
----------------------------------------------
Title:
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THE AGENT
---------
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Administrative Agent
By:
----------------------------------------------
Title:
-------------------------------------------
THE SYNDICATION AGENT
---------------------
ABN AMRO BANK N.V., as Syndication Agent
By: ABN AMRO NORTH AMERICA, INC.,
its agent
By:
----------------------------------------------
Title:
-------------------------------------------
By:
----------------------------------------------
Title:
-------------------------------------------
6.
<PAGE>
THE DOCUMENTATION AGENT
-----------------------
CANADIAN IMPERIAL BANK OF COMMERCE, as
Documentation Agent
By:
----------------------------------------------
Title:
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THE BANKS
---------
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a Bank
By:
----------------------------------------------
Title:
-------------------------------------------
ABN AMRO BANK N.V., as a Bank
By: ABN AMRO NORTH AMERICA, INC.,
its agent
By:
----------------------------------------------
Title:
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By:
----------------------------------------------
Title:
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CANADIAN IMPERIAL BANK OF COMMERCE, as a Bank
By:
----------------------------------------------
Title:
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7.
<PAGE>
BANKBOSTON, N.A.
By:
----------------------------------------------
Title:
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THE BANK OF NOVA SCOTIA
By:
----------------------------------------------
Title:
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BANQUE PARIBAS
By:
----------------------------------------------
Title:
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By:
----------------------------------------------
Title:
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THE DAI-ICHI KANGYO BANK, LTD.
By:
----------------------------------------------
Title:
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FLEET NATIONAL BANK
By:
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Title:
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8.
<PAGE>
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:
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Title:
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KEYBANK NATIONAL ASSOCIATION
By:
----------------------------------------------
Title:
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THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED
By:
----------------------------------------------
Title:
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THE MITSUBISHI TRUST AND BANKING CORPORATION
By:
----------------------------------------------
Title:
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ROYAL BANK OF CANADA
By:
----------------------------------------------
Title:
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THE SAKURA BANK LIMITED, SAN FRANCISCO AGENCY
By:
----------------------------------------------
Title:
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9.
<PAGE>
THE SUMITOMO TRUST AND BANKING COMPANY, LIMITED
By:
----------------------------------------------
Title:
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UNION BANK OF CALIFORNIA, N.A.
By:
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Title:
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10.
<PAGE>
EXHIBIT 10.25(i)
EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED GUARANTY
THIS EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED GUARANTY (this
"Amendment"), dated as of June 30, 1998, is entered into by and among Advanced
- ----------
Micro Devices, Inc., a Delaware corporation ("Guarantor"), CIBC Inc., a Delaware
---------
corporation ("Lessor"), and, solely for the purpose of making certain
------
representations and warranties in Section 5 below, AMD International Sales &
Service, Ltd., a Delaware corporation ("Lessee").
------
RECITALS
--------
A. Guarantor executed and delivered to Lessor a Third Amended and Restated
Guaranty, dated as of August 21, 1995 and accepted by Lessor as of August 21,
1995, pursuant to which the Guarantor guarantied to Lessor certain obligations
of Lessee. Such Third Amended and Restated Guaranty was amended by a First
Amendment to Third Amended and Restated Guaranty, dated as of October 20, 1995,
by a Second Amendment to Third Amended and Restated Guaranty, dated as of
January 12, 1996, by a Third Amendment to Third Amended and Restated Guaranty,
dated as of May 10, 1996, by a Fourth Amendment to Third Amended and Restated
Guaranty, dated as of June 20, 1996, by a Fifth Amendment to Third Amended and
Restated Guaranty, dated as of August 1, 1996, by a Sixth Amendment to Third
Amended and Restated Guaranty, dated as of February 6, 1998 and by a Seventh
Amendment to Third Amended and Restated Guaranty, dated as of February 27,
1998(as so amended, the "Guaranty").
--------
B. The Guarantor has requested that the Lessor agree to certain additional
amendments of the Guaranty.
C. Lessor is willing to further amend the Guaranty, subject to the terms
and conditions of this Amendment.
AGREEMENT
---------
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms not otherwise defined herein shall
-------------
have the meanings given to them in the Guaranty.
2. Amendment. Subject to satisfaction of the conditions set forth herein,
---------
the Guaranty shall be amended as follows:
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<PAGE>
(a) The definition of "Existing Bank of America Credit Agreement"
shall be deleted and replaced with the following definition:
"Existing Bank of America Credit Agreement" means that certain Credit
-----------------------------------------
Agreement dated as of July 19, 1996, among Guarantor, Bank of America
National Trust and Savings Association, ABN Amro Bank N.V., Canadian
Imperial Bank of Commerce, and the other financial institutions party
thereto, as amended by the First Amendment to Credit Agreement dated as of
August 7, 1996, by the Second Amendment to Credit Agreement dated as of
September 9, 1996, by the Third Amendment to Credit Agreement dated as of
October 1, 1997, by the Fourth Amendment to Credit Agreement dated as of
January 26, 1998, by the Fifth Amendment to Credit Agreement dated as of
February 26, 1998 and by the Sixth Amendment to Credit Agreement dated as
of June 30, 1998 and effective as of the Sixth Amendment Effective Date
(the "Sixth Amendment to Credit Agreement").
-----------------------------------
(b) The following definitions shall be added as follows:
"Sixth Amendment Effective Date" means the date on which the Sixth
------------------------------
Amendment to Credit Agreement shall first have become effective in
accordance with the terms set forth at Section 4 therein.
(c) Section 4.1.11 shall be amended and restated as follows:
SECTION 4.1.11 Existing Bank of America Credit Agreement. Guarantor
-----------------------------------------
agrees that Guarantor will perform, comply with and be bound by all of its
agreements, covenants and obligations contained in Sections 7.01 through
7.19 (other than Section 7.07) of the Existing Bank of America Credit
Agreement as such Sections existed on the Sixth Amendment Effective Date,
regardless of whether the Existing Bank of America Credit Agreement
thereafter is amended, restated, terminated or ceases to be effective (such
Sections and all other terms of the Existing Bank of America Credit
Agreement to which reference is made herein, together with all related
definitions and ancillary provisions, being hereby incorporated into this
Guaranty by reference as though specifically set forth in this Guaranty,
except as specifically set forth below), and each such section which is
incorporated herein by reference and as amended by the Existing Bank of
America Credit Agreement shall be deemed to have been incorporated herein
as of the date each such section and amendment first became effective under
the Existing Bank of America Credit Agreement; provided, however, that:
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<PAGE>
(i) all references to "Company" shall be deemed to refer to
Guarantor;
(ii) all references to "this Agreement" and "herein," "hereof" and
words of similar purport shall, except where the context otherwise
requires, be deemed to refer to this Guaranty;
(iii) all references to "Default" or "Event of Default" shall be
deemed to refer to a "Default" or an "Event of Default" under either of the
Leases or the other Operative Agreements, or a breach or default under this
Guaranty;
(iv) all references to "Majority Banks" in Article VII of the
Existing Bank of America Credit Agreement shall be deemed to refer to
Lessor;
(v) the following sentence shall be added to the end of Section
7.01 of the Existing Bank of America Credit Agreement as incorporated
herein by reference:
"provided, however, that no Liens otherwise permitted by (a)
-------- -------
through (n) above shall be permitted if such Liens are otherwise
prohibited under either of the Leases or the Consent Agreement or the
Second Consent Agreement."
(vi) Paragraph (b) of Section 7.03 of the Existing Bank of America
Credit Agreement as incorporated by reference herein shall be deleted and
replaced with the following:
"(b) any Restricted Subsidiary (other than Lessee) of Guarantor
may sell all or substantially all of its assets (upon voluntary
liquidation or otherwise), to Guarantor or another Wholly-Owned
Subsidiary (other than Lessee or the German Subsidiary) of Guarantor."
All such Sections and other terms, definitions and provisions of the Existing
Bank of America Credit Agreement incorporated herein shall, except as Lessor
shall otherwise consent in writing for purposes of this Guaranty, continue in
full force and effect for the benefit of Lessor, whether or not the Banks fund
the Loans thereunder, the debt and obligations thereunder remain outstanding or
such agreement remains in effect among the parties thereto.
Except as specifically provided above and except that the term "Material
Adverse Effect" as defined in the Guaranty shall continue to be used in the
Guaranty, to the extent that any definitions incorporated by reference from the
Existing Bank of America Credit Agreement conflict with the existing definitions
in the Guaranty, such incorporated definitions shall with respect to the
Sections of
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<PAGE>
the Existing Bank of America Credit Agreement which are incorporated by
reference and listed in the first paragraph of this Section 4.1.11 hereof
replace such existing definitions in their entirety.
3. Amendment Fees. In consideration of this Amendment and the approvals
--------------
given herein, Guarantor agrees to pay a one-time nonrefundable fee of Fifty
Thousand Dollars ($50,000.00) to Lessor and Fifty Thousand Dollars ($50,000) to
Lender (the "Amendment Fees"). The Amendment Fees shall be paid by Guarantor by
--------------
wire transfer to an account to be specified by each recipient.
4. Representations and Warranties. To induce Lessor to amend the Guaranty
------------------------------
as provided above: (a) Guarantor hereby represents that (i) after giving effect
to the amendments set forth in Section 2 above, no Default, Event of Default or
Deposit Event under the Guaranty, or Guarantor Default under the Amended Land
Lease or the Amended Building Lease, has occurred and is continuing, (ii) all
representations and warranties of Guarantor contained in the Guaranty are true
and correct on and as of the date of this Amendment as though made on and as of
such date, and (iii) the Existing Bank of America Credit Agreement and each
other Loan Document (as defined therein) to which the Guarantor is a party
constitute the legal, valid and binding obligation of the Guarantor, enforceable
against the Guarantor in accordance with their respective terms, and the Sixth
Amendment to Credit Agreement has become effective in accordance with Section 4
thereof, and (b) Lessee hereby represents that (i) after giving effect to the
amendments and covenants set forth in Sections 2 and 3 above, no Default or
Event of Default under the Amended Land Lease or the Amended Building Lease has
occurred and is continuing, and (ii) all representations and warranties of
Lessee contained in the Amended Land Lease and the Amended Building Lease are
true and correct on and as of the date of this Amendment as though made on and
as of such date.
5. Reaffirmation. Guarantor hereby acknowledges and reaffirms in their
-------------
entirety each of the waivers set forth in the Guaranty, including, without
limitation, those set forth at Sections 2.5, 2.6 and 2.7.
6. Conditions to Effectiveness of Amendment. This Amendment shall be
----------------------------------------
deemed effective as of the Sixth Amendment Effective Date (as defined in Section
2(b) above) provided that all of the following conditions precedent have been
satisfied:
(a) Lessor shall have received from Guarantor, Lessee and The Long-
Term Credit Bank of Japan, Ltd., Los Angeles Agency (the "Lender"), a duly
------
executed original (or, if elected by Lessor, an executed facsimile copy) of this
Amendment.
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<PAGE>
(b) Lessor shall have received a duly executed original (or, if
elected by Lessor, an executed facsimile copy) of the Sixth Amendment to Credit
Agreement.
(c) Lessor shall have received a legal opinion from O'Melveny & Myers
LLP in the form attached hereto as Exhibit A.
---------
(d) Lessor and Lender shall have received the Amendment Fees.
(e) Each of the representations and warranties set forth in Section 4
above are true and correct as of such date.
(f) Lessor shall have received from Lessee an executed Sixth Amendment
to Land Lease and Sixth Amendment to Building Lease in the forms attached hereto
as Exhibits B and C, respectively.
---------- -
7. Reservation of Rights. The Guarantor acknowledges and agrees that the
---------------------
execution and delivery by Lessor of this Amendment shall not be deemed to create
a course of dealing or otherwise obligate Lessor to forbear or execute similar
amendments under the same or similar circumstances in the future.
8. Miscellaneous.
-------------
(a) Except as herein expressly amended, all terms, covenants and
provisions of the Guaranty are and shall remain in full force and effect and all
references therein to such Guaranty shall henceforth refer to the Guaranty as
amended by this Amendment. This Amendment shall be deemed incorporated into,
and a part of, the Guaranty. The Guaranty, as amended by this Amendment, is
hereby absolutely and unconditionally affirmed in its entirety by the Guarantor.
(b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and thereto and their respective successors and assigns. No
third party beneficiaries are intended in connection with this Amendment.
(c) This Amendment shall be governed by and construed in accordance
with the law of the State of California.
(d) This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument. Each of the parties hereto
understands and agrees that this document (and any other document required
herein) may be delivered by facsimile transmission to be followed promptly by
mailing of a hard copy original, and that receipt by Lessor of a facsimile
transmitted document purportedly bearing the signature of Guarantor or Lessee
shall bind Guarantor and Lessee with the same
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<PAGE>
force and effect as the delivery of a hard copy original. Any failure by Lessor
to receive the hard copy executed original of such document shall not diminish
the binding effect of receipt of the facsimile transmitted executed original of
such document of the party whose hard copy page was not received by Lessor.
(e) This Amendment, together with the Guaranty, including the exhibits
hereto and thereto, contains the entire and exclusive agreement of the parties
hereto with reference to the matters discussed herein and therein. This
Amendment supersedes all prior drafts and communications with respect thereto.
This Amendment may not be amended except in accordance with the provisions of
Section 6.2 of the Guaranty.
(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment.
(g) The Guarantor covenants to pay or to reimburse Lessor, upon
demand, for all costs and expenses (including reasonable fees and costs of
counsel) incurred in connection with the development, preparation, negotiation,
execution and delivery of this Amendment.
(h) The Guarantor agrees that at any time and from time to time, upon
the written request of Lessor, the Guarantor shall, and shall cause Lessee to,
promptly and duly execute and deliver any and all such further instruments and
documents and take such further action as the Lessor shall reasonably request in
order to effectuate the transactions contemplated hereby.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
-6-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written above.
CIBC INC.
By:________________________________
Title:_____________________________
ADVANCED MICRO DEVICES, INC.
/s/ Richard Previte
By: ________________________________
President, Chief Operating Officer, Chief
Title: _____________________________
Financial and Administrative Officer and
Treasurer
AMD INTERNATIONAL SALES &
SERVICE, LTD.
/s/ Richard Previte
By: ________________________________
President, Chief Financial Officer
Title: _____________________________
and Treasurer
Reference is made to the Loan Agreement, dated as of December 17, 1993, as
amended (the "Loan Agreement") between Lessor and the Lender. In accordance
--------------
with Section 8 of the Loan Agreement, Lender hereby consents to the foregoing
Amendment.
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., LOS ANGELES AGENCY
By:__________________________
Title:_______________________
Date:________________________
S-1
<PAGE>
EXHIBIT 10.26(g)
Recording Requested By
and When Recorded, Return to:
Mayer, Brown & Platt
350 South Grand Avenue
25th Floor
Los Angeles, California 90071-1563
Attention: Kevin R. Garlitz
(213) 229-9500
================================================================================
SIXTH AMENDMENT TO BUILDING LEASE
THIS SIXTH AMENDMENT TO BUILDING LEASE (this "Sixth Amendment") is entered
---------------
into as of June 30, 1998, between CIBC INC., a Delaware corporation ("Lessor"),
------
and AMD INTERNATIONAL SALES & SERVICE, LTD., a Delaware corporation ("Lessee").
------
RECITALS
--------
A. For purposes of the financing by Lessor of the acquisition of a certain
Building, Lessor and Lessee entered into a certain Building Lease, dated as of
September 22, 1992, and recorded on September 22, 1992, as Instrument No.
11550954, in the Official Records of Santa Clara County, California, as amended
by that certain First Amendment to Building Lease, dated as of December 22,
1992, and recorded on January 5, 1993, as Instrument No. 11720034, in Official
Records of Santa Clara County, California (such Building Lease, as so amended,
is referred to herein as the "First Amended Building Lease"), pursuant to which
----------------------------
Lessor leases the Building (as defined therein) to Lessee and Lessee leases the
Building from Lessor.
B. The First Amended Building Lease was modified by a certain Second
Amendment to Building Lease, dated as of December 17, 1993, and recorded on
December 20, 1993, as Instrument No. 12271738, in the Official Records of Santa
Clara County, California (the "Second Amendment to Building Lease"), pursuant to
----------------------------------
which Lessor financed certain renovations to the Building. The First Amended
Building Lease, as amended by the Second Amendment to Building Lease, is
referred to herein as the "Second Amended Building Lease."
-----------------------------
C. The Second Amended Building Lease was modified by a certain Third
Amendment to Building Lease, dated as of August 21, 1995, and recorded on
September 20, 1995, as Instrument No. 13020001, in the Official Records of Santa
Clara County, California (the "Third Amendment to Building Lease"). The Second
---------------------------------
Amended
<PAGE>
Building Lease, as amended by the Third Amendment to Building Lease, is referred
to herein as the "Third Amended Building Lease."
----------------------------
D. The Third Amended Building Lease was modified by a certain Fourth
Amendment to Building Lease, dated as of November 10, 1995, and recorded on
December 7, 1995, as Instrument No. 13123502, in the Official Records of Santa
Clara County, California (the "Fourth Amendment to Building Lease"). The Third
----------------------------------
Amended Building Lease, as amended by the Fourth Amendment to Building Lease, is
referred to herein as the "Fourth Amended Building Lease."
-----------------------------
E. The Fourth Amended Building Lease was modified by a certain Fifth
Amendment to Building Lease, dated as of August 1, 1996, and recorded on August
14, 1996, as Instrument No. 13408206, in the Official Records of Santa Clara
County, California (the "Fifth Amendment to Building Lease"). The Fourth
---------------------------------
Amended Building Lease, as amended by the Fifth Amendment to Building Lease, is
referred to herein as the "Fifth Amended Building Lease."
----------------------------
F. Advanced Micro Devices, Inc., a Delaware corporation (the "Guarantor"),
---------
executed and delivered to Lessor a Third Amended and Restated Guaranty, dated as
of August 21, 1995 and accepted by Lessor as of August 21, 1995 (the "Third
-----
Restated Guaranty"), pursuant to which the Guarantor guarantied to Lessor the
- -----------------
obligations of Lessee under the Fifth Amended Building Lease and under the Fifth
Amended Land Lease (defined below).
G. The Third Restated Guaranty was modified by a certain First Amendment
to Third Amended and Restated Guaranty, dated as of October 20, 1995, a certain
Second Amendment to Third Amended and Restated Guaranty, dated as of January 12,
1996, a certain Third Amendment to Third Amended and Restated Guaranty, dated as
of May 10, 1996, a certain Fourth Amendment to Third Amended and Restated
Guaranty, dated as of July 20, 1996, a certain Fifth Amendment to Third Amended
and Restated Guaranty, dated as of July 20, 1996, a certain Sixth Amendment to
Third Amended and Restated Guaranty, dated as of February 6, 1998 and a certain
Seventh Amendment to Third Amended and Restated Guaranty, dated as of February
27, 1998. The Third Restated Guaranty, as amended, is referred to herein as the
"Seventh Amended Guaranty."
------------------------
H. Lessee has requested certain modifications to the Seventh Amended
Guaranty which will be incorporated into a certain Eighth Amendment to Third
Amended and Restated Guaranty to be dated concurrently herewith (the "Eighth
------
Guaranty Amendment"). The Eighth Guaranty Amendment requires, as a condition
- ------------------
precedent to the effectiveness thereof, that the Lessee execute and deliver this
Sixth Amendment. The Seventh Amended Guaranty, as amended by the Eighth
Guaranty Amendment, is referred to herein as the "Eighth Amended Guaranty."
-----------------------
-2-
<PAGE>
I. Concurrently herewith, Lessor and Lessee also are amending that certain
Land Lease between Lessor and Lessee, dated as of September 22, 1992, and
recorded on September 22, 1992, as Instrument No. 11550953, in the Official
Records of Santa Clara County, California, as amended by (i) a certain First
Amendment to Land Lease, dated as of December 22, 1992, and recorded on January
5, 1993, as Instrument No. 11720033, in the Official Records of Santa Clara
County, California, (ii) a certain Second Amendment to Land Lease, dated as of
December 17, 1993, and recorded on December 20, 1993, as Instrument No.
12271737, in the Official Records of Santa Clara County, California, (iii) a
certain Third Amendment to Land Lease, dated as of August 21, 1995, and recorded
on September 20, 1995, as Instrument No. 13020000, in the Official Records of
Santa Clara County, California, (iv) a certain Fourth Amendment to Land Lease,
dated as of November 10, 1995, and recorded on December 7, 1995, as Instrument
No. 13123501, in the Official Records of Santa Clara County, California and (v)
a certain Fifth Amendment to Land Lease, dated as of August 1, 1996, and
recorded on August 13, 1996, as Instrument No. 13405693, in the Official Records
of Santa Clara County, California, (as so amended, the "Fifth Amended Land
------------------
Lease"), pursuant to which Lessor leases to Lessee certain land described in
- -----
Appendix 1 attached hereto.
- ----------
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Lessor and Lessee hereby agree as follows (terms used but not
expressly defined herein shall have the meaning provided in the Fifth Amended
Building Lease):
A. MODIFICATIONS TO BUILDING LEASE
Lessor and Lessee hereby amend the Fifth Amended Building Lease as follows:
1. All references in the Fifth Amended Building Lease to "this Lease" or
"the Lease" will hereafter refer to the Fifth Amended Building Lease as amended
by this Sixth Amendment.
2. The definition of Land Lease is hereby deleted and replaced with the
----------
following:
Land Lease: that certain Land Lease between Lessor and Lessee, dated
----------
as of September 22, 1992, and recorded on September 22, 1992, as Instrument
No. 11550953, in the Official Records of Santa Clara County, California, as
amended by that certain First Amendment to Land Lease, dated as of December
22, 1992, and recorded on January 5, 1993, as Instrument No. 11720034, in
the Official Records of Santa Clara County, California, and as further
amended by a certain Second Amendment to Land Lease, dated as of December
17, 1993,
-3-
<PAGE>
and recorded on December 20, 1993, as Instrument No. 12271737, in the
Official Records of Santa Clara County, California, and as further amended
by a certain Third Amendment to Land Lease, dated as of August 21, 1995,
and recorded on September 20, 1995, as Instrument No. 13020000, in the
Official Records of Santa Clara County, California, and as further amended
by a certain Fourth Amendment to Land Lease, dated as of November 10, 1995,
and recorded on December 7, 1995, as Instrument No. 13123501, in the
Official Records of Santa Clara County, California, and as further amended
by a certain Fifth Amendment to Land Lease, dated as of August 1, 1996, and
recorded on August 13, 1996, as Instrument No. 13405693, in the Official
Records of Santa Clara County, California, and as further amended by a
certain Sixth Amendment to Land Lease, dated as of June 30, 1998
3. Effective as of June 30, 1998, the definition of LIBO Rent is hereby
---------
deleted and replaced with the following:
LIBO Rent: as of an Installment Date means the quotient of (1) the
---------
product of (i) the Balance Due as of the beginning of the Quarterly Period
in which such Installment Date falls (such Balance Due shall include the
amount of any Advance made on the first day of such Quarterly Period),
multiplied by (ii) the sum of 3.40% plus the rate obtained by dividing the
LIBO Rate by a percentage equal to 100% minus the LIBO Reserve Percentage,
multiplied by (iii) the number of actual days elapsed (including such
Installment Date) in the Quarterly Period that includes such Installment
Date, divided by (2) 360.
As used herein, "LIBO Reserve Percentage" means the maximum reserve
-----------------------
percentage applicable to Lessor for such Quarterly Period (or if more than
one such percentage is applicable during such period, the daily average of
such percentages for those days in such period during which each such
percentage is applicable) under applicable law, including, without
limitation, regulations issued from time to time by the Federal Reserve
Board, for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve
requirement) with respect to liabilities or assets consisting of or
including (x) eurocurrency liabilities in the amount of the above
referenced portion of the Balance Due and having a maturity substantially
the same as such Quarterly Period and (y) any other category of liabilities
which includes deposits by reference to which the LIBO Rate is to be
determined. Lessor shall submit a certificate to Lessee which shall set
forth in reasonable detail the basis for, calculation of and the amount
-4-
<PAGE>
of LIBO Rent, which certificate shall be conclusive and binding for all
purposes, absent manifest error.
4. To the extent that the amendment to the definition of "LIBO Rent"
becomes effective on any day other than the first day of any Quarterly Period
(the "LIBO Rent Amendment Effective Date"), then for such Quarterly Period Basic
----------------------------------
Rent shall accrue at the LIBO Rent in effect immediately prior to the LIBO Rent
Amendment Effective Date up until the day prior to such LIBO Rent Amendment
Effective Date, and Basic Rent shall accrue for the remainder of such Quarterly
Period at the LIBO Rent in effect on such LIBO Rent Amendment Effective Date
(using the 3.40% set forth in the definition of LIBO Rent in Section 3 above
instead of the percentage 1.625% set forth in the Fifth Amended Building Lease,
but continuing to use the same LIBO Rate as in effect prior to LIBO Rent
Amendment Effective Date).
B. AFFIRMATION OF STATUS OF BUILDING LEASE
Except as amended by this Sixth Amendment, the Fifth Amended Building Lease
is unchanged; and, as amended by this Sixth Amendment, the Fifth Amended
Building Lease is hereby ratified and affirmed, and remains in full force and
effect.
C. AMENDMENT FEE
In consideration of this Sixth Amendment, the Sixth Amendment to Land Lease
and the Eighth Guaranty Amendment, Lessee shall have paid a one-time
nonrefundable fee of $50,000.00 to Lessor and $50,000.00 to Lender (defined
below) pursuant to the Eighth Guaranty Amendment.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
-5-
<PAGE>
IN WITNESS WHEREOF, all parties hereto have caused this Sixth Amendment to
be duly executed as of the date first set forth above.
LESSOR: CIBC INC., A DELAWARE CORPORATION
By_________________________________
Name:
Title:
LESSEE: AMD INTERNATIONAL SALES & SERVICE, LTD., A
DELAWARE CORPORATION
/s/ Richard Previte
By_________________________________
Name: Richard Previte
Title: President, Chief Financial Officer and
Treasurer
Guarantor hereby consents to the foregoing amendment, and acknowledges and
agrees that all references in the Eighth Amended Guaranty to the "Amended
Building Lease" or to the "Amended Land Lease" will hereafter refer to such
Amended Building Lease and Amended Land Lease, as the case may be, as
respectively amended by this Sixth Amendment to Building Lease and by the Sixth
Amendment to Land Lease between Lessor and Lessee. Except as modified by this
paragraph, the Eighth Amended Guaranty is unmodified; and, except as modified by
this paragraph, the Eighth Amended Guaranty remains in full force and effect and
is hereby reaffirmed by the Guarantor.
GUARANTOR:
ADVANCED MICRO DEVICES, INC.
/s/ Richard Previte
By:___________________________
Name: Richard Previte
Title: President, Chief operating Officer, Chief financial and Administrative
Officer and Treasurer
Date: July 6, 1998
-6-
<PAGE>
Reference is made to the Loan Agreement, dated as of December 17, 1993 (the
"Loan Agreement"), between CIBC INC., a Delaware corporation, and THE LONG-TERM
- ---------------
CREDIT BANK OF JAPAN, LTD., LOS ANGELES AGENCY ("Lender"). In accordance with
------
Section 8(b) of the Loan Agreement, Lender hereby consents to the foregoing
Sixth Amendment to Building Lease.
THE LONG-TERM CREDIT BANK OF
JAPAN, LOS ANGELES AGENCY
By:___________________________
Name:_________________________
Title:________________________
Date: July __, 1998
-7-
<PAGE>
ACKNOWLEDGMENT FOR CIBC INC.
STATE OF ______________
COUNTY OF _______________
On ____________, 1998, before me, ________________________, personally
appeared _______________________, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that _he executed the same in h__
authorized capacity, and that by h__ signature on the instrument the person, or
the entity upon behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
Signature:_______________________________
(Seal)
-8-
<PAGE>
ACKNOWLEDGMENT FOR AMD INTERNATIONAL SALES & SERVICE, LTD.
California
STATE OF ________________
Santa Clara
COUNTY OF _______________
On July 6, 1998, before me, Winona C. Orange, Notary Public, personally
appeared RICHARD PREVITE, personally known to me to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Winona C. Orange
Signature:_______________________________
(Seal of WINONA C. ORANGE Appears here)
WINONA C. ORANGE
COMMISSION # 1127987
NOTARY PUBLIC -- CALIFORNIA
SANTA CLARA COUNTY
MY COMM. EXPIRES APR 1, 2001
-9-
<PAGE>
ACKNOWLEDGMENT FOR ADVANCED MICRO DEVICES, INC.
California
STATE OF ________________
Santa Clara
COUNTY OF _______________
On July 6, 1998, before me, Winona C. Orange, Notary Public, personally
appeared RICHARD PREVITE, personally known to me to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Winona C. Orange
Signature:_______________________________
(Seal of WINONA C. ORANGE Appears here)
WINONA C. ORANGE
COMMISSION # 1127987
NOTARY PUBLIC -- CALIFORNIA
SANTA CLARA COUNTY
MY COMM. EXPIRES APR 1, 2001
-10-
<PAGE>
ACKNOWLEDGMENT FOR
THE LONG-TERM CREDIT BANK OF JAPAN, LOS ANGELES AGENCY
STATE OF ________________
COUNTY OF _______________
On ____________, 1998, before me, ________________________, personally
appeared _______________________, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in h__
authorized capacity, and that by h__ signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Signature:_______________________________
(Seal)
-11-
<PAGE>
APPENDIX 1
LEGAL DESCRIPTION OF LAND
The land referred to herein is situated in the State of California, County of
Santa Clara, City of Sunnyvale and is described as follows:
Parcel A as shown upon that certain Parcel Map filed for Record February 26,
1975 in the Office of the Recorder, County of Santa Clara, in Book 351 of Maps
at Pages 54 and 55.
APN: 205-22-020, 021
ARB: 206-60-015, 018, 035, 042, 014, 013, 012, 053, 052, 057
-12-
<PAGE>
EXHIBIT 10.27(g)
Recording Requested By
and When Recorded, Return to:
Mayer, Brown & Platt
350 South Grand Avenue
25th Floor
Los Angeles, California 90071-1563
Attention: Kevin R. Garlitz
(213) 229-9500
================================================================================
SIXTH AMENDMENT TO LAND LEASE
THIS SIXTH AMENDMENT TO LAND LEASE (this "Sixth Amendment") is entered into
---------------
as of June 30, 1998, between CIBC INC., a Delaware corporation ("Lessor"), and
------
AMD INTERNATIONAL SALES & SERVICE, LTD., a Delaware corporation ("Lessee").
------
RECITALS
--------
A. For purposes of the financing by Lessor of the acquisition of the Land
described in Appendix 1 attached hereto, Lessor and Lessee entered into a
----------
certain Land Lease, dated as of September 22, 1992, and recorded on September
22, 1992, as Instrument No. 11550953, in the Official Records of Santa Clara
County, California, as amended by that certain First Amendment to Land Lease,
dated as of December 22, 1992, and recorded on January 5, 1993, as Instrument
No. 11720033, in the Official Records of Santa Clara County, California (such
Land Lease, as so amended, is referred to herein as the "First Amended Land
------------------
Lease"), pursuant to which Lessor leases the Land (as defined therein) to Lessee
- -----
and Lessee leases the Land from Lessor.
B. The First Amended Land Lease was modified by a certain Second Amendment
to Land Lease, dated as of December 17, 1993, and recorded on December 20, 1993,
as Instrument No. 12271737, in the Official Records of Santa Clara County,
California (the "Second Amendment to Land Lease"). The First Amended Land
------------------------------
Lease, as amended by the Second Amendment to Land Lease, is referred to herein
as the "Second Amended Land Lease."
-------------------------
C. The Second Amended Land Lease was modified by a certain Third Amendment
to Land Lease, dated as of August 21, 1995, and recorded on September 20, 1995,
as Instrument No. 13020000, in the Official Records of Santa Clara County,
California (the "Third Amendment to Land Lease"). The Second Amended Land
-----------------------------
Lease, as amended by the Third Amendment to Land Lease, is referred to herein as
the "Third Amended Land Lease."
------------------------
<PAGE>
D. The Third Amended Land Lease was modified by a certain Fourth Amendment
to Land Lease, dated as of November 10, 1995, and recorded on December 7, 1995,
as Instrument No. 13123501, in the Official Records of Santa Clara County,
California (the "Fourth Amendment to Land Lease"). The Third Amended Land
------------------------------
Lease, as amended by the Fourth Amendment to Land Lease, is referred to herein
as the "Fourth Amended Land Lease."
-------------------------
E. The Fourth Amended Land Lease was modified by a certain Fifth Amendment
to Land Lease, dated as of August 1, 1996, and recorded on August 13, 1996, as
Instrument No. 13405693, in the Official Records of Santa Clara County,
California (the "Fifth Amendment to Land Lease"). The Fourth Amended Land
-----------------------------
Lease, as amended by the Fifth Amendment to Land Lease, is referred to herein as
the "Fifth Amended Land Lease."
------------------------
F. Advanced Micro Devices, Inc., a Delaware corporation (the "Guarantor"),
---------
executed and delivered to Lessor a Third Amended and Restated Guaranty, dated as
of August 21, 1995 and accepted by Lessor as of August 21, 1995 (the "Third
-----
Restated Guaranty"), pursuant to which the Guarantor guarantied to Lessor the
- -----------------
obligations of Lessee under the Fifth Amended Land Lease and under the Fifth
Amended Building Lease (defined below).
G. The Third Restated Guaranty was modified by a certain First Amendment
to Third Amended and Restated Guaranty, dated as of October 20, 1995, a certain
Second Amendment to Third Amended and Restated Guaranty, dated as of January 12,
1996, a certain Third Amendment to Third Amended and Restated Guaranty, dated as
of May 10, 1996, a certain Fourth Amendment to Third Amended and Restated
Guaranty, dated as of July 20, 1996, a certain Fifth Amendment to Third Amended
and Restated Guaranty, dated as of July 20, 1996, a certain Sixth Amendment to
Third Amended and Restated Guaranty, dated as of February 6, 1998 and a certain
Seventh Amendment to Third Amended and Restated Guaranty, dated as of February
27, 1998. The Third Restated Guaranty, as amended, is referred to herein as the
"Seventh Amended Guaranty."
------------------------
H. Lessee has requested certain modifications to the Seventh Amended
Guaranty which will be incorporated into a certain Eighth Amendment to Third
Amended and Restated Guaranty to be dated concurrently herewith (the "Eighth
------
Guaranty Amendment"). The Eighth Guaranty Amendment requires, as a condition
- ------------------
precedent to the effectiveness thereof, that the Lessee execute and deliver this
Sixth Amendment. The Seventh Amended Guaranty, as amended by the Eighth
Guaranty Amendment, is referred to herein as the "Eighth Amended Guaranty."
-----------------------
I. Concurrently herewith, Lessor and Lessee also are amending that certain
Building Lease between Lessor and Lessee,
-2-
<PAGE>
dated as of September 22, 1992, and recorded on September 22, 1992, as
Instrument No. 11550954, in the Official Records of Santa Clara County,
California, as amended by (i) a certain First Amendment to Building Lease, dated
as of December 22, 1992, and recorded on January 5, 1993, as Instrument No.
11720034, in the Official Records of Santa Clara County, California, (ii) a
certain Second Amendment to Building Lease, dated as of December 17, 1993, and
recorded on December 20, 1993, as Instrument No. 12271738, in the Official
Records of Santa Clara County, California, (iii) a certain Third Amendment to
Building Lease, dated as of August 21, 1995, and recorded on September 20, 1995,
as Instrument No. 13020001, in the Official Records of Santa Clara County,
California and (iv) a certain Fourth Amendment to Building Lease, dated as of
November 10, 1995, and recorded on December 7, 1995, as Instrument No. 13123502,
in the Official Records of Santa Clara County, California and (v) a certain
Fifth Amendment to Building Lease, dated as of August 1, 1996, and recorded on
August 14, 1996, as Instrument No. 13408206, in the Official Records of Santa
Clara County, California,(as so amended, the "Fifth Amended Building Lease").
----------------------------
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Lessor and Lessee hereby agree as follows (terms used but not
expressly defined herein shall have the meaning provided in the Fifth Amended
Land Lease):
A. MODIFICATIONS TO LAND LEASE
Lessor and Lessee hereby amend the Fifth Amended Land Lease as follows:
1. All references in the Fifth Amended Land Lease to "this Lease" or "the
Lease" will hereafter refer to the Fifth Amended Land Lease as amended by this
Sixth Amendment.
2. The definition of Building Lease is hereby deleted and replaced with
--------------
the following:
Building Lease: that certain Building Lease entered into between
--------------
Lessor and Lessee on September 22, 1992, and recorded September 22, 1992,
as Instrument No. 11550954, in the Official Records of Santa Clara County,
California, as amended by that certain First Amendment to Building Lease,
dated as of December 22, 1992, and recorded January 5, 1993, as Instrument
No. 11720034, in the Official Records of Santa Clara County, California,
and as further amended by a certain Second Amendment to Building Lease,
dated as of December 17, 1993, and recorded on December 20, 1993, as
Instrument No. 12271738, in the Official Records of Santa Clara County,
California, and as further amended by a certain Third Amendment to Building
-3-
<PAGE>
Lease, dated as of August 21, 1995, and recorded on September 20, 1995, as
Instrument No. 13020001, in the Official Records of Santa Clara County,
California, and as further amended by a certain Fourth Amendment to
Building Lease, dated as of November 10, 1995, and recorded on December 7,
1995, as Instrument No. 13123502, in the Official Records of Santa Clara
County, California, and as further amended by a certain Fifth Amendment to
Building Lease, dated as of August 1, 1996, and recorded on August 14,
1996, as Instrument No. 13408206, in the Official Records of Santa Clara
County, California,and as further amended by a certain Sixth Amendment to
Building Lease, dated as of June 30, 1998.
3. Effective as of June 30, 1998, the definition of LIBO Rent is hereby
---------
deleted and replaced with the following:
LIBO Rent: as of an Installment Date means the Balance Due as of such
---------
Installment Date multiplied by an interest rate per annum equal at all
times to the sum of (a) 3.40% plus (b) the rate obtained by dividing the
LIBO Rate (or the Corporate Base Rate if required pursuant to the terms set
forth under the definition of "LIBO Rate") by a percentage equal to 100%
minus the LIBO Reserve Percentage, dividing the sum thereof by 360 and
multiplying the result thereof by the number of actual days elapsed
(including such Installment Date) in the Quarterly Period that includes
such Installment Date.
As used herein, "LIBO Reserve Percentage" means the maximum reserve
-----------------------
percentage applicable to Lessor for such Quarterly Period (or if more than
one such percentage is applicable during such period, the daily average of
such percentages for those days in such period during which each such
percentage is applicable) under applicable law, including, without
limitation, regulations issued from time to time by the Federal Reserve
Board, for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve
requirement) with respect to liabilities or assets consisting of or
including (x) eurocurrency liabilities in the amount of the above
referenced portion of the Balance Due and having a maturity substantially
the same as such Quarterly Period and (y) any other category of liabilities
which includes deposits by reference to which the LIBO Rate is to be
determined. Lessor shall submit a certificate to Lessee which shall set
forth in reasonable detail the basis for, calculation of and the amount of
LIBO Rent, which certificate shall be conclusive and binding for all
purposes, absent manifest error.
4. To the extent that the amendment to the definition of "LIBO Rent"
becomes effective on any day other than the
-4-
<PAGE>
first day of any Quarterly Period (the "LIBO Rent Amendment Effective
-----------------------------
Date"), then for such Quarterly Period Basic Rent shall accrue at the LIBO
-----
Rent in effect immediately prior to the LIBO Rent Amendment Effective Date
up until the day prior to such LIBO Rent Amendment Effective Date, and
Basic Rent shall accrue for the remainder of such Quarterly Period at the
LIBO Rent in effect on such LIBO Rent Amendment Effective Date (using the
percentage 3.40% set forth in the definition of LIBO Rent in Section 3
above instead of the percentage 1.625% set forth in the Fifth Amended Land
Lease, but continuing to use the same LIBO Rate as in effect prior to LIBO
Rent Amendment Effective Date).
B. AFFIRMATION OF STATUS OF LAND LEASE
Except as amended by this Sixth Amendment, the Fifth Amended Land Lease is
unchanged; and, as amended by this Sixth Amendment, the Fifth Amended Land Lease
is hereby ratified and affirmed, and remains in full force and effect.
C. AMENDMENT FEE
In consideration of this Sixth Amendment, the Sixth Amendment to Building
Lease and the Eighth Guaranty Amendment, Lessee shall have paid a one-time
nonrefundable fee of $50,000.00 to Lessor and $50,000.00 to Lender (defined
below) pursuant to the Eighth Guaranty Amendment.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
-5-
<PAGE>
IN WITNESS WHEREOF, all parties hereto have caused this Sixth Amendment to
be duly executed as of the date first set forth above.
LESSOR: CIBC INC., A DELAWARE CORPORATION
By_________________________________
Name:
Title:
LESSEE: AMD INTERNATIONAL SALES & SERVICE, LTD., A DELAWARE
CORPORATION
/s/ Richard Previte
By_________________________________
Name: Richard Previte
Title: President, Chief Financial Officer
and Treasurer
Guarantor hereby consents to the foregoing amendment, and acknowledges and
agrees that all references in the Eighth Amended Guaranty to the "Amended Land
Lease" or to the "Amended Building Lease" will hereafter refer to such Amended
Land Lease and Amended Building Lease, as the case may be, as respectively
amended by this Sixth Amendment to Land Lease and by the Sixth Amendment to
Building Lease, between Lessor and Lessee. Except as modified by this
paragraph, the Eighth Amended Guaranty is unmodified; and, except as modified by
this paragraph, the Eighth Amended Guaranty remains in full force and effect and
is hereby reaffirmed by the Guarantor.
GUARANTOR:
ADVANCED MICRO DEVICES, INC.
/s/ Richard Previte
By:___________________________
Name:
Title:
Date: July 6, 1998
-6-
<PAGE>
Reference is made to the Loan Agreement, dated as of December 17, 1993 (the
"Loan Agreement"), between CIBC INC., a Delaware corporation, and THE LONG-TERM
- ---------------
CREDIT BANK OF JAPAN, LTD., LOS ANGELES AGENCY ("Lender"). In accordance with
------
Section 8(b) of the Loan Agreement, Lender hereby consents to the foregoing
Sixth Amendment to Land Lease.
THE LONG-TERM CREDIT BANK OF
JAPAN, LOS ANGELES AGENCY
By:___________________________
Name:_________________________
Title:________________________
Date: July __, 1998
-7-
<PAGE>
ACKNOWLEDGMENT FOR CIBC INC.
STATE OF ______________
COUNTY OF _______________
On ____________, 1998, before me, ________________________, personally
appeared _______________________, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that _he executed the same in h__
authorized capacity, and that by h__ signature on the instrument the person, or
the entity upon behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
Signature:_______________________________
(Seal)
-8-
<PAGE>
ACKNOWLEDGMENT FOR AMD INTERNATIONAL SALES & SERVICE, LTD.
California
STATE OF ________________
Santa Clara
COUNTY OF _______________
On July 6, 1998, before me, Winona C. Orange, Notary Public, personally
appeared Richard Previte, personally known to me to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Winona C. Orange
Signature:_______________________________
(Seal of WINONA C. ORANGE Appears here)
WINONA C. ORANGE
COMMISSION # 1127987
NOTARY PUBLIC -- CALIFORNIA
SANTA CLARA COUNTY
MY COMM. EXPIRES APR 1, 2001
-9-
<PAGE>
ACKNOWLEDGMENT FOR ADVANCED MICRO DEVICES, INC.
California
STATE OF ______________
Santa Clara
COUNTY OF _______________
On July 6, 1998, before me, Winona C. Orange, Notary Public, personally
appeared Richard Previte, personally known to me to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Winona C. Orange
Signature:_______________________________
(Seal of WINONA C. ORANGE Appears here)
WINONA C. ORANGE
COMMISSION # 1127987
NOTARY PUBLIC -- CALIFORNIA
SANTA CLARA COUNTY
MY COMM. EXPIRES APR 1, 2001
-10-
<PAGE>
ACKNOWLEDGMENT FOR
THE LONG-TERM CREDIT BANK OF JAPAN, LOS ANGELES AGENCY
STATE OF ________________
COUNTY OF _______________
On ____________, 1998, before me, ________________________, personally
appeared _______________________, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in h__
authorized capacity, and that by h__ signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Signature:_______________________________
(Seal)
-11-
<PAGE>
APPENDIX 1
Legal Description of Land
The land referred to herein is situated in the State of California, County of
Santa Clara, City of Sunnyvale and is described as follows:
Parcel A as shown upon that certain Parcel Map filed for Record February 26,
1975 in the Office of the Recorder, County of Santa Clara, in Book 351 of Maps
at Pages 54 and 55.
APN: 205-22-020, 021
ARB: 206-60-015, 018, 035, 042, 014, 013, 012, 053, 052, 057
-12-
<PAGE>
EXHIBIT 99
[AMD LETTERHEAD]
CONTACT:
Scott Allen
PUBLIC RELATIONS
(408) 749-3311
AMD Reports Second Quarter Results
SUNNYVALE, CA -- JULY 8, 1998 -- AMD today reported a net loss of
$64,560,000 on sales of $526,538,000 for its second quarter, ended June 28,
1998. The loss amounted to $0.45 per share.
Sales declined by 3 percent from the immediate-prior quarter, and by
11 percent from the second quarter of 1997. Sales for the first quarter of 1998
amounted to $540,856,000, which resulted in a net loss of $62,727,000, or $0.44
per share. In the second quarter of 1997, AMD reported sales of $594,561,000,
and net income of $9,968,000, or $0.07 per share, diluted.
For the first six months of 1998, AMD reported total revenues of
$1,067,394,000, a decline of 7 percent from the first six months of 1997, and a
net loss of $0.89 per share. For the same period a year ago, the company
reported revenues of $1,146,560,000, and net income of $22,919,000, or $0.16 per
share, diluted.
"The substantial growth in sales of AMD-K6(R) processors in the just-
completed quarter couldn't offset the decline in sales from our Communications
Group, our Memory Group, and Vantis(TM), our programmable logic company," said
W.J. Sanders III, chairman and chief executive officer. "Weakening demand in the
worldwide semiconductor industry, coupled with continued price pressures on
flash memory products, produced a substantial decline in revenues from our non-
microprocessor business units.
-more-
<PAGE>
2
"Our Computation Products Group had an excellent quarter," Sanders
continued. "Unit shipments of AMD-K6 family processors increased by more than
one million units over the immediate-prior quarter to nearly 2.7 million units.
We achieved a successful transition to 0.25-micron technology early in the
quarter. Approximately 40 percent of unit shipments during the just-completed
quarter were products manufactured on 0.25-micron technology. All of our
shipments of AMD-K6 processors in the current quarter will be on 0.25-micron
technology.
"On May 28 we successfully introduced our next-generation AMD-K6-2(R)
processor family with 3DNow! technology. The AMD-K6-2 processor is our first
differentiated processor for Microsoft(R) Windows(R) computing, and features
additional new instructions developed by AMD and supported by Microsoft to
enhance 3-D imaging and sound. We shipped more than 500,000 AMD-K6-2 processors
in the quarter, marking the steepest first-quarter sales ramp of a new processor
in AMD history. In response to demand from customers, we are rapidly shifting
production to AMD-K6-2 processors. Among others, IBM, Hewlett-Packard and
Fujitsu have announced desktop systems based on the AMD-K6-2 processor, and we
expect additional top-tier manufacturers to follow.
"Today, the world's top three and five of the top 10 manufacturers of
desktop PCs are now offering systems powered by AMD processors. We are
continuing efforts to expand our customer base to absorb the significant
increases in output we plan to achieve during the remainder of the year,"
Sanders concluded.
CAUTIONARY STATEMENT
Investors are cautioned that all forward-looking statements of
management's expectations involve risks and uncertainties that could cause
actual results to differ materially from current expectations.
-more-
<PAGE>
3
Any forward-looking statements about the AMD-K6 processor involve
risks and uncertainties, including whether: the company will be able to
significantly increase output of AMD-K6 processors, including higher-performance
AMD-K6-2 processors; the company will maintain or increase the current
production yields; the company will be successful in expanding its customer
base; customer demand for the AMD-K6 processors will continue at current or
greater levels; and worldwide economic conditions, including the economic
conditions in Asia, will change and affect demand for microprocessors and other
integrated circuits. Investors are urged to consult the risks and uncertainties
detailed in the company's reports filed with the Securities and Exchange
Commission.
ABOUT AMD
AMD is a global supplier of integrated circuits for the personal and
networked computer and communications markets. AMD produces processors, flash
memories, programmable logic devices, and products for communications and
networking applications. Founded in 1969 and based in Sunnyvale, California,
AMD had revenues of $2.4 billion in 1997. (NYSE: AMD).
--30--
WORLD WIDE WEB: Press announcements and other information about AMD are
available on the Internet via the World Wide Web. Type http:/www.amd.com at the
URL prompt.
3DNOW! AND VANTIS ARE TRADEMARKS OF ADVANCED MICRO DEVICES, INC.
AMD-K6, AMD-K6-2, AMD, the AMD logo and combinations thereof are registered
trademarks of Advanced Micro Devices, Inc.
Microsoft and Windows are a registered trademarks of Microsoft Corporation
<PAGE>
ADVANCED MICRO DEVICES, INC.
CONSOLIDATED BALANCE SHEETS
(THOUSANDS)
<TABLE>
<CAPTION>
June 28, December 28,
1998 1997
(Unaudited) (Audited)
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------
ASSETS
- ------------------------------------------------------------------------------------------------------
Current assets:
Cash, cash equivalents and short-term investments $ 692,443 $ 467,032
Accounts receivable, net 239,602 329,111
Inventories 171,633 168,517
Deferred income taxes 168,841 160,583
Prepaid expenses and other current assets 55,135 50,024
- ------------------------------------------------------------------------------------------------------
Total current assets 1,327,654 1,175,267
Property, plant and equipment, net 2,163,009 1,990,689
Investment in joint venture 201,560 204,031
Other assets 166,361 145,284
- ------------------------------------------------------------------------------------------------------
$ 3,858,584 $ 3,515,271
======================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------------------------------------------------------------------------
Current liabilities:
Notes payable to banks $ 5,027 $ 6,601
Accounts payable 340,911 359,536
Accrued compensation and benefits 82,266 63,429
Accrued liabilities 142,574 134,656
Income tax payable 16,787 12,676
Deferred income on shipments to distributors 81,284 83,508
Current portion of long-term debt and capital
lease obligations 123,257 66,364
- ------------------------------------------------------------------------------------------------------
Total current liabilities 792,106 726,770
Deferred income taxes 5,461 96,269
Long-term debt and capital lease obligations,
less current portion 1,142,568 662,689
Stockholders' equity:
Capital stock:
Common stock, par value 1,445 1,428
Capital in excess of par value 1,044,074 1,018,884
Retained earnings 938,842 1,066,131
Accumulated other comprehensive income (65,912) (56,900)
- ------------------------------------------------------------------------------------------------------
Total stockholders' equity 1,918,449 2,029,543
- ------------------------------------------------------------------------------------------------------
$ 3,858,584 $ 3,515,271
=======================================================================================================
</TABLE>
<PAGE>
Advanced Micro Devices, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands except per share amounts)
<TABLE>
<CAPTION>
Quarters Ended Six Months Ended
(Unaudited) (Unaudited)
- -------------------------------------------------------------------------------------------------------------------------------
June 28, Mar. 29, June 29, June 28, June 29,
1998 1998 1997 1998 1997
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET SALES $ 526,538 $ 540,856 $ 594,561 $1,067,394 $1,146,560
Cost of sales 390,140 423,591 372,266 813,731 721,342
Research and development 139,158 128,120 110,021 267,278 214,929
Marketing, general and
administrative 101,198 88,214 102,983 189,412 197,502
- -------------------------------------------------------------------------------------------------------------------------------
630,496 639,925 585,270 1,270,421 1,133,773
- -------------------------------------------------------------------------------------------------------------------------------
Operating income (loss) (103,958) (99,069) 9,291 (203,027) 12,787
Litigation settlement - (11,500) - (11,500) -
Interest income and other, net 8,518 5,581 9,718 14,099 23,040
Interest expense (17,663) (12,472) (9,958) (30,135) (19,368)
- -------------------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes
and equity in joint venture (113,103) (117,460) 9,051 (230,563) 16,459
Provision (benefit) for income
taxes (44,110) (46,997) 2,630 (91,107) 4,778
- -------------------------------------------------------------------------------------------------------------------------------
Income (loss) before equity
in joint venture (68,993) (70,463) 6,421 (139,456) 11,681
Equity in net income of
joint venture 4,433 7,736 3,547 12,169 11,238
- -------------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) $ (64,560) $ (62,727) $ 9,968 $ (127,287) $ 22,919
- -------------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) PER COMMON
SHARE
- Basic $ (0.45) $ (0.44) $ 0.07 $ (0.89) $ 0.16
- Diluted $ (0.45) $ (0.44) $ 0.07 $ (0.89) $ 0.16
- -------------------------------------------------------------------------------------------------------------------------------
Shares used in per share
calculation
- Basic 143,462 142,503 140,255 142,983 139,435
- Diluted 143,462 142,503 147,919 142,983 147,335
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Advanced Micro Devices, Inc. INFORMATION ONLY
- -------------------------------------------------------------------------------
NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS*
(Includes Pre-Tax FASL Investment Equity Income in Operating Income (Loss))
- --------------------------------------------------------------------------------
(Thousands except per share amounts)
<TABLE>
<CAPTION>
Quarters Ended Six Months Ended
(Unaudited) (Audited)
- ---------------------------------------------------------------------------------------------------------------------------------
June 28, Mar. 29, June 29, June 28, June 29,
1998 1998 1997 1998 1997
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET SALES $ 526,538 $ 540,856 $ 594,561 $1,067,394 $1,146,560
Cost of sales 390,140 423,591 372,266 813,731 721,342
Income from equity
investment in FASL (7,416) (15,988) (7,256) (23,404) (19,738)
Research and development 139,158 128,120 110,021 267,278 214,929
Marketing, general and
administrative 101,198 88,214 102,983 189,412 197,502
- ---------------------------------------------------------------------------------------------------------------------------------
623,080 623,937 578,014 1,247,017 1,114,035
- ---------------------------------------------------------------------------------------------------------------------------------
Operating income (loss) (96,542) (83,081) 16,547 (179,623) 32,525
Litigation settlement - (11,500) - (11,500) -
Interest income and other, net 8,518 5,581 9,718 14,099 23,040
Interest expense (17,663) (12,472) (9,958) (30,135) (19,368)
- ---------------------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes (105,687) (101,472) 16,307 (207,159) 36,197
Provision (benefit) for income
taxes (44,110) (46,997) 2,630 (91,107) 4,778
Provision for taxes on equity
income in FASL 2,983 8,252 3,709 11,235 8,500
- ---------------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) $ (64,560) $ (62,727) $ 9,968 $ (127,287) $ 22,919
- ---------------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) PER COMMON
SHARE
- Basic $ (0.45) $ (0.44) $ 0.07 $ (0.89) $ 0.16
- Diluted $ (0.45) $ (0.44) $ 0.07 $ (0.89) $ 0.16
- ---------------------------------------------------------------------------------------------------------------------------------
Shares used in per share
calculation
- Basic 143,462 142,503 140,255 142,983 139,435
- Diluted 143,462 142,503 147,919 142,983 147,335
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The above statements of operations are not in accordance with generally
accepted accounting principles (GAAP) in that the pre-tax equity income of
FASL has been reclassified and included in the determination of operating
income (loss). Net income (loss) and related net income (loss) per common
share amounts are the same as those reported under GAAP.
<PAGE>
AMD
SELECTED CORPORATE DATA
(UNAUDITED)
<TABLE>
<CAPTION>
PRODUCT LINE BREAKDOWN Q2 '98 Q1 '98 Q2 '97
- ---------------------- ----------------------- ----------------------- -----------------------
% OF SALES REVENUE % OF SALES REVENUE % OF SALES REVENUE
- ---------------------------- ---------- ------- ----------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Communications Group
(CPD, EPD, NPD) 23 $123M 28 $149M 31 $183M
Vantis (PLD) 10 52M 10 56M 10 57M
Memory Group (MG) 25 132M 31 167M 30 181M
Computation Products Group
(CMD, PPD, TMD) 42 220M 31 169M 29 174M
- -----------------------------------------------------------------------------------------------------------------------
OTHER DATA Q2 '98 Q1 '98 Q2 '97
- ---------- ------ ------ ------
Depreciation
and Amortization $ 113M $ 112M* $ 94M
Capital Additions 314M 181M* 160M
Headcount 13,313 12,936 12,382
- -----------------------------------------------------------------------------------------------------------------------
International Sales 48% 55% 54%
</TABLE>
* Restated from Q1 '98.
