EXHIBIT 10.44(a-1)
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
"Amendment") is entered into as of October 3, 2003, 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 (the "Loan Agreement"); and
WHEREAS, the Borrower has requested that certain additional financial
institutions be made a party to the Loan Agreement as Lenders, that all Lenders
agree to certain amendments to the Loan Agreement, and all 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.
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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) The title page to the Loan Agreement shall be amended and restated in its
entirety as set forth in Exhibit A attached hereto.
(b) The preamble to the Loan Agreement shall be amended and restated in its
entirety as follows:
Amended and Restated Loan and Security Agreement, dated as of July 7, 2003, by
and among the financial institutions listed on the signature pages hereof or any
amendment hereto identifying such financial institutions as Lenders (such
financial institutions, together with their respective successors and assigns,
are referred to hereinafter each individually as a "Lender" and collectively as
the "Lenders"), Bank of America, N.A. (the "Bank") with an