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EXHIBIT 10.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of April 23,
2007 (this " Amendment "), by and among ADVANCED MICRO
DEVICES, INC., a Delaware corporation (the " Borrower "),
the Lenders (as defined below) parties hereto and the
Administrative Agent (as defined below).
WHEREAS, the Borrower, the various financial institutions
parties thereto (collectively, the " Lenders "), Morgan
Stanley Senior Funding, Inc. (" Morgan Stanley "), as the
administrative agent (in such capacity, the " Administrative
Agent ") for the Lenders, Wells Fargo Bank, N.A., as the
collateral agent (in such capacity, the " Collateral Agent
") for the Lenders and Morgan Stanley, as the syndication agent (in
such capacity, the " Syndication Agent ", and, together with
the Administrative Agent and the Collateral Agent, the "
Agents ") for the Lenders, have heretofore entered into that
certain Credit Agreement, dated as of October 24, 2006 (the "
Credit Agreement ");
WHEREAS, the Borrower has requested that the Administrative
Agent and the Lenders amend the Credit Agreement in the manner
provided for herein; and
WHEREAS, the Administrative Agent and the Lenders are willing to
amend the Credit Agreement in the manner and subject to certain
limitations and conditions as provided for herein;
NOW, THEREFORE, in consideration of the premises contained
herein, the parties hereto agree as follows:
1. Defined Terms . Unless otherwise defined herein, terms
which are defined in the Credit Agreement and used herein as
defined terms are so used as so defined.
2. Amendment to the Credit Agreement .
(a) Section 7.5(b)(xi) of the Credit Agreement is hereby
amended by deleting the number "$100,000,000" and replacing it with
"$250,000,000".
(b) Schedules 4.1(b), 4.9, 4.15 and 4.19 to the Credit Agreement
are hereby replaced with the attached Schedules 4.1(b), 4.9, 4.15
and 4.19, respectively.
3. Representations, Warranties, Covenants and
Acknowledgments .
(a) On and as of the date hereof, the Borrower hereby
(i) represents that the representations and warranties set
forth in Section 4 of the Credit Agreement are true and
correct in all material respects as of the date hereof, except to
the extent that such representations and warranties expressly
relate to a specific earlier date in which case the Borrower hereby
represents that such representations and warranties are true and
correct as of such earlier date and (ii) represents and
warrants that as of the date hereof, (x) after giving effect
to the terms hereof, there exists no Default or Event of Default
under the Credit Agreement or any of the Loan Documents,
(y) the Borrower has the power and is duly authorized to enter
into, deliver and perform this Amendment, and (z) this
Amendment and each of the Loan Documents is the legal, valid and
binding obligation of the Borrower enforceable against the Borrower
in accordance with its terms.
(b) The Borrower hereby reaffirms each of the
agreements, covenants, and undertakings set forth in the Credit
Agreement and each Loan Document executed in connection therewith
or pursuant thereto, as amended and modified hereby, as if the
Borrower were making said agreements, covenants and undertakings on
the date hereof. Specifically and
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