Exhibit 10.39(a-2)
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
"Amendment") is entered into as of April 19, 2004, by and among ADVANCED MICRO
DEVICES, INC., a Delaware corporation ("Parent"), AMD INTERNATIONAL SALES &
SERVICE, LTD., a Delaware corporation ("AMDISS") (Parent and AMDISS,
individually and collectively, the "Borrower"), the several financial
institutions party hereto as Lenders (each a "Lender" and, collectively, the
"Lenders"), BANK OF AMERICA, N.A., as administrative agent for the Lenders (in
such capacity, the "Agent") and as a Lender, CONGRESS FINANCIAL CORPORATION
(SOUTHWEST), as syndication agent for the Lenders (in its capacity as such, the
"Syndication Agent") and as a Lender, THE CIT GROUP/BUSINESS CREDIT, INC., as
documentation agent for the Lenders (in its capacity as such, the "Documentation
Agent") and as a Lender, and WELLS FARGO FOOTHILL, LLC, as collateral agent for
the Lenders (in its capacity as such, the "Collateral Agent") and as a Lender.
WHEREAS, the Borrower, certain of the Lenders and the Agent entered into that
certain Amended and Restated Loan and Security Agreement, dated as of July 7,
2003, as amended by that certain First Amendment to Amended and Restated Loan
and Security Agreement, dated as of October 3, 2003 (as amended and as may be
further amended from time to time, the "Loan Agreement"); and
WHEREAS, the Borrower has requested that certain additional German subsidiaries
be added to the definition of "German Subsidiary" under the Loan Agreement, and
Majority Lenders have agreed to such request, subject to the terms and
conditions of this Amendment.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References; Interpretation.
(a) Unless otherwise specifically defined herein, each capitalized term used
herein (including in the Recitals hereof) which is defined in the Loan Agreement
shall have the meaning assigned to such term in the Loan Agreement.
(b) Each reference to "this Amendment," "hereof," "hereunder," "herein" and
"hereby" and each other similar reference contained in the Loan Agreement, and
each reference to "the Loan Agreement" and each other similar reference in the
other Loan Documents, shall from and after the Effective Date (defined below)
refer to the Loan Agreement as amended hereby.
(c) The rules of interpretation set forth in Section 1.3 of the Loan Agreement
shall be applicable to this Amendment.
2. Amendments to Loan Agreement. Subject to the terms and conditions hereof, the
Loan Agreement is amended as follows, effective as of the Effective Date:
(a) Section 1.1 of the Loan Agreement is hereby amended as follows:
(i) The defined term "Borrowing Base" is hereby amended and restated in its
entirety as follows:
"Borrowing Base" means, at any time, an amount equal to (a) the lesser of (i)
the Maximum Revolver Amount or (ii) the sum of (A) eighty-five percent (85%) of
the Net Amount of Eligible Accounts of the Parent and AMDISS payable by original
equipment manufacturers plus (B) fifty percent (50%) of the Net Amount of
Eligible Accounts