ADVANCED MICRO DEVICES INC
1ST AMENDMENT TO AMD INC. SUBORDINATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.43(O-1)
<SEQUENCE>9
<FILENAME>dex1043o1.txt
<DESCRIPTION>1ST AMENDMENT TO AMD INC. SUBORDINATION AGREEMENT
<TEXT>
<PAGE>

                                                             Exhibit 10.43 (o-1)

                                 FIRST AMENDMENT

                                       TO

                        AMD INC. SUBORDINATION AGREEMENT

THIS FIRST AMENDMENT (this "Amendment"), dated 20 February 2001, is made between
ADVANCED MICRO DEVICES, INC., a corporation organized and existing under the
laws of the State of Delaware, United States of America, with its chief
executive office and principal place of business at One AMD Place, Sunnyvale,
California 94088, United States of America ("AMD Inc."), AMD SAXONY HOLDING
GMBH, Dresden, registered in the Commercial Register of the Dresden County
Court, HRB 13931 ("AMD Holding"; and, together with AMD Inc., collectively, the
"Sponsors"), DRESDNER BANK LUXEMBOURG S.A., as Agent (and successor to Dresdner
Bank AG in such capacity) under the Loan Agreement referred to below (in such
capacity, the "Agent") for the Banks referred to below, and DRESDNER BANK AG, as
Security Agent under such Loan Agreement (in such capacity, the "Security
Agent"), for the Secured Parties referred to below.

                              W I T N E S S E T H:

WHEREAS, AMD Saxony Manufacturing GmbH, Dresden, registered in the Commercial
Register of the Dresden Country Court HRB 13186 ("AMD Saxonia"), a wholly-owned
Subsidiary of AMD Holding, which is, in turn, a wholly-owned Subsidiary of AMD
Inc., has been formed for the purpose of constructing, owning, and operating (i)
the Plant and (ii) the integrated Design Center;

WHEREAS, in order to finance the construction of the Plant and the Design
Center, and start-up costs of the operation of the Plant, inter alia, (i) AMD
Saxonia has entered into a Syndicated Loan Agreement, dated 11 March 1997, as
amended, (the "Loan Agreement") with the Agent, the Security Agent and the Banks
from time to time party thereto providing, inter alia, for a senior secured term
facility aggregating up to DM 1,500,000,000 (one billion five hundred million
Deutsche Marks), and (ii) the Sponsors, the Agent and the Security Agent have
entered into that certain Sponsors' Support Agreement dated 11 March 1997, as
amended, (the "Sponsors' Support Agreement") providing (x) certain assurances to
the Agent and Security Agent with respect to the completion of the Project, and
(y) certain undertakings to and for the benefit of the Secured Parties;

WHEREAS, AMD Saxonia, the Agent, the Security Agent and the Banks wish, with the
consent of the Sponsors to, among other things, amend the Loan Agreement, the
Sponsors' Support Agreement and the AMD Inc. Subordination Agreement;

WHEREAS, the Sponsors are willing to provide certain additional undertakings to
and for the benefit of the Secured Parties as provided in this Amendment and to
amend and supplement the AMD Inc. Subordination Agreement on the terms and
subject to the conditions of this Amendment;

<PAGE>


NOW, THEREFORE, the Sponsors, the Agent (for itself and on behalf of the Banks),
and the Security Agent (on behalf of the Secured Parties), agree as follows:

                                    ARTICLE I
                                   Definitions

SECTION 1.1 Definitions. Capitalized terms not otherwise defined in this
Amendment are used with the definitions assigned to them in the Sponsors'
Support Agreement.

SECTION 1.2 Construction. In this Amendment, unless the context requires
otherwise, references to Sections and Schedules are to Sections and Schedules of
the AMD Inc. Subordination Agreement. Section headings are inserted for
reference only and shall be ignored in construing this Amendment.


                                   ARTICLE II
                                   Amendments

SECTION 2.1 Amendments. The AMD Inc. Subordination Agreement shall be amended
and restated in the form set out in Schedule 1 to this Amendment Agreement.


                                   ARTICLE III
                                  Miscellaneous

SECTION 3.1 Representations and Warranties. Each of the Sponsors hereby
represents and warrants that:

(a)  Organization; Corporate Power. It is duly incorporated and validly existing
     under the laws of the jurisdiction of its organization, and has all
     necessary power and authority to execute and deliver this Amendment and to
     consummate the transactions contemplated by the AMD Inc. Subordination
     Agreement, as amended hereby;

(b)  Corporate Authority; No Conflict. The execution and delivery by it of this
     Amendment, and the performance by it of its obligations under the AMD Inc.
     Subordination Agreement, as amended by this Amendment, have been duly
     authorized by all necessary corporate action (including any necessary
     shareholder action) on its part, and do not and will not (i) violate any
     provision of any law, rule, regulation, order, writ, judgment, injunction,
     decree, determination or award presently in effect having applicability to
     it, or of its charter or by-laws or (ii) result in a breach of, result in a
     mandatory prepayment or acceleration of indebtedness evidenced by or
     secured by, or constitute a default under, any indenture or loan or credit
     agreement, or any other agreement or instrument to which it is a party or
     by which it or its properties may be bound, or require the creation or
     imposition of any encumbrance of any nature upon or with respect to any of
     the properties now owned or hereafter acquired by it; and

(c)  Valid and Binding Obligations. The AMD Inc. Subordination Agreement, as
     amended by this Amendment, constitutes its legal, valid and binding
     obligation,

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<PAGE>


     enforceable against it in accordance with its terms subject, however, to
     applicable bankruptcy, insolvency, reorganization, moratorium or similar
     laws affecting creditors' rights generally and, as to enforceability, by
     general equitable principles.

SECTION 3.2 Repetition of Representation and Warranties. The representations and
warranties contained in Sections 12.1 and 12.2 of the Sponsors' Support
Agreement shall be repeated on the date hereof except to the extent any such
representation and warranty expressly relates solely to an earlier date.

SECTION 3.3 Miscellaneous.

(a)  This Amendment is limited as specified and, except as expressly herein
     provided, shall not constitute a modification, amendment or waiver of any
     other provision of any other Operative Document. Except as specifically
     amended by this Amendment, the AMD Inc. Subordination Agreement shall
     remain in full force and effect and is hereby ratified and confirmed.

(b)  This Amendment shall be an Operative Document under and for purposes of the
     Sponsors' Support Agreement.

(c)  The form and execution of this Amendment and all rights and obligations of
     the parties arising hereunder shall be governed by the laws of the Federal
     Republic of Germany.

(d)  This Amendment has been executed in the English language.

(e)  This Amendment may be executed in any number of counterparts and all of
     such counterparts taken together shall be deemed to constitute one and the
     same instrument.

                  [Remainder of page intentionally left blank]

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<PAGE>


IN WITNESS WHEREOF, each of the parties set out below has caused this Amendment
to be duly executed and delivered by its respective officer or agent thereunto
duly authorised as of the date first above written.


ADVANCED MICRO DEVICES, INC.

By /s/ Robert J. Rivet
   -------------------

Its Senior Vice President and Chief Financial Officer



AMD SAXONY HOLDING GMBH

By /s/ Thomas M. McCoy
   -------------------

Its Managing Director



DRESDNER BANK LUXEMBOURG S.A., as
Agent


/s/ Marcus Nelgen    /s/ Robert von Finckenstein
------------------------------------------------


DRESDNER BANK AG, as Security Agent


/s/ Marcus Nelgen    /s/ Robert von Finckenstein
------------------------------------------------


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<PAGE>

                                   Schedule 1

              Amended and restated AMD Inc. Subordination Agreement

<PAGE>

                                                           Amended and Restated

                        AMD INC. SUBORDINATION AGREEMENT

THIS AMD INC. SUBORDINATION AGREEMENT, dated 11 March 1997, as amended, is made
between ADVANCED MICRO DEVICES, INC., a corporation organised and existing under
the laws of the State of Delaware, United States of America, with its chief
executive office and principal place of business at One AMD Place, Sunnyvale,
California 94088, United States of America ("AMD Inc."), AMD SAXONY HOLDING
GMBH, Dresden, registered in the Commercial Register of the Dresden County Court
HRB 13931 ("AMD Holding"; and, together with AMD Inc., collectively, the
"Sponsors" together with AMD Inc., collectively, the "Sponsors"), and DRESDNER
BANK LUXEMBOURG S.A. ("Dresdner"), as Agent (in such capacity, the "Agent") for
the Banks under the Loan Agreement referred to below and DRESDNER BANK, as
Security Agent (in such capacity, the "Security Agent") for the Secured Parties
under such Loan Agreement.

WHEREAS, AMD Saxony Manufacturing GmbH, Dresden, registered in the Commercial
Register of the Dresden County Court HRB 13186 ("AMD Saxonia"), a wholly-owned
Subsidiary (such and other capitalised terms being used herein with the meanings
provided in Section 1.1), of AMD Holding, which is, in turn, a wholly-owned
Subsidiary of AMD Inc., has been formed for the purpose of constructing, owning,
and operating (i) the Plant and (ii) the integrated Design Center (the
construction, ownership, and operation of the Plant and the Design Center being
hereinafter called the "Project");

WHEREAS, in order to finance the construction of the Plant and the Design
Center, and start-up costs of the operation of the Plant, (i) the Sponsors
expect to make substantial subordinated loans to, and AMD Holding expects to
make substantial equity investments in, AMD Saxonia, and (ii) AMD Saxonia has
entered into a Syndicated Loan Agreement, dated 11 March 1997 (the "Loan
Agreement"), with the banks from time to time party thereto (hereinafter
collectively called the "Banks" and individually called a "Bank"), Dresdner, as
Paying Agent (in such capacity, the "Paying Agent"), providing, inter alia, for
a senior secured term facility aggregating up to DM 1,500,000,000 (one billion
five hundred million Deutsche Marks);

WHEREAS, the Sponsors desire that the Project be constructed and completed and
are entering into this Agreement with the Agent and the Security Agent for the
benefit of the Banks and the Paying Agent (hereinafter collectively called the
"Secured Parties" and individually called a "Secured Party"), for the purpose,
among other things, of providing (i) certain assurances with respect to the
completion of the Project, and (ii) certain undertakings to and for the benefit
of the Secured Parties; and

WHEREAS, a condition precedent to the initial Advance is, inter alia, the
execution by the Sponsors of this Agreement, and, in extending credit to AMD
Saxonia under the Loan Agreement, the Banks are relying on the undertakings of
the Sponsors contained herein;


<PAGE>


NOW, THEREFORE, the Sponsors, the Agent (for itself and on behalf of and the
Banks), and the Security Agent (on behalf of the Secured Parties), agree as
follows:

SECTION 1. Definitions. Unless otherwise defined herein, terms used herein have
the meanings assigned to such terms in the Sponsors' Support Agreement. In
addition, the following terms (whether or not underlined) when used in this
Agreement, including its preamble and recitals, shall, except where the context
otherwise requires, have the following meanings (such meanings to be equally
applicable to the singular and plural forms thereof):

         "Agent" has the meaning assigned to such term in the introduction to
this Agreement.

         "Agreement" means this AMD Inc. Subordination Agreement, as the same
may at any time be amended or modified in accordance with the terms hereof and
in effect.

         "AMD Holding" has the meaning assigned to such term in the introduction
to this Agreement.

         "AMD Inc." has the meaning assigned to such term in the introduction to
this Agreement.

         "AMD Saxonia" has the meaning assigned to such term in the first
recital of this Agreement.

         "Bank" and "Banks" have the respective meanings assigned to such term
in the second recital of this Agreement.

         "Dresdner" has the meaning assigned to such term in the introduction to
this Agreement.

         "Junior Liabilities" means all obligations and liabilities of AMD
Holding to AMD Inc., howsoever created, arising, or evidenced, whether direct or
indirect, absolute or contingent or now or hereafter existing, or due or to
become due.

         "Loan Agreement" has the meaning assigned to such term in the second
recital of this Agreement.

         "Loan Agreement Termination Date" means the first date on or as of
which (i) all Primary Secured Obligations under the Loan Agreement have been
paid in full, and (ii) the Banks have no commitments under or in connection with
the Loan Agreement.

         "Paying Agent" has the meaning assigned to that term in the second
recital of this Agreement.

         "Project" has the meaning assigned to such term in the first recital to
this Agreement.

         "Security Agent" has the meaning assigned to such term in the
introduction to this Agreement.

         "Secured Parties" and "Secured Party" have the respective meanings
assigned to such terms in the third recital of this Agreement.


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<PAGE>


         "Senior Liabilities" means all obligations and liabilities of AMD
Holding to the Agent, the Security Agent, the Paying Agent, any Bank, or either
Guarantor under or arising out of any Financing Document, howsoever created,
arising, or evidenced, whether direct or indirect, absolute or contingent or now
or hereafter existing, or due or to become due, it being expressly understood
and agreed that the term "Senior Liabilities" shall include, without limitation,
any and all interest accruing on any of the Senior Liabilities after the
commencement of any proceedings referred to in Section 4 hereof, notwithstanding
any provision or rule of law which might restrict the rights of the Security
Agent, as against AMD Holding or any other Person, to collect such interest.

         "Sponsors" has the meaning assigned to such term in the introduction to
this Agreement.

         "Sponsors' Support Agreement" means the Sponsors' Support Agreement, of
even date herewith, between the Sponsors, the Agent, and the Security Agent, as
the same may at any time be amended or modified in accordance with the terms
thereof and in effect.

         In this Agreement, unless the context requires otherwise, (i) any
reference to an Operative Document shall be to such Operative Document as the
same may have been or from time to time may be amended, varied, re-issued,
replaced, novated or supplemented, in each case, in accordance with the terms
thereof and hereof, and in effect; (ii) any statutory re-encacted, or replaced
from time to time; (iii) words importing a gender include every gender; and (iv)
references to Sections are to Sections of this Agreement. Section headings are
inserted for reference only and shall be ignored in construing this Agreement. A
time of day, unless otherwise specified, shall be construed as a refence to
Frankfurt am Main time.

SECTION 2. Obligations of AMD Inc.  AMD Inc. will, from time to time, promptly
notify the Security Agent of the creation of any Junior Liabilities pursuant to
the Sponsors' Loan Agreement.

SECTION 3. Subordination. Except as expressly provided in this Agreement, or as
the Agent (acting on the instructions of an Instructing Group) may hereafter
otherwise expressly consent in writing, the payment of all Junior Liabilities
shall be postponed and subordinated to the payment in full of all Senior
Liabilities, and no payments or other distributions whatsoever in respect of any
Junior Liabilities shall be made, nor shall any property or assets of AMD
Holding be applied to the purchase or other acquisition or retirement of any
Junior Liabilities; provided, however, that as long as no Event of Default nor
any Unmatured Event of Default nor with respect to AMD Inc. any event which is
of the type described in Section 11 (i) (e), (f), (g) or (h) of the AMD Inc.
1999 Loan and Security Agreement has occurred and is continuing, there are
excepted from the terms of the provisions of this Section 3:

      (i)  those payments to AMD Inc. made by AMD Holding pursuant to Article II
           of the Management Service Agreement or pursuant to Article IV of the
           AMD Holding Wafer Purchase Agreement, in either case without
           duplication and to the extent not paid by AMD Saxonia pursuant
           thereto;

      (ii) [intentionally left blank]; and



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<PAGE>


     (iii) those payments to AMD Inc. made by AMD Holding in accordance with
           Section 6.3 of the Sponsors' Support Agreement;

     and provided, further, that there are excepted from the terms of the
     foregoing provisions of this Section 3:

     (i)   distributions in respect of the Junior Liablities to the extent such
           distributions constitute non cash credits expressly permitted to be
           made under the Management Service Agreement or the AMD Holding Wafer
           Purchase Agreement; and

     (ii)  performance by AMD Holding of its obligations (other than payment
           obligations, if any) under the AMD Holding Wafer Purchase Agreement,
           the AMD Holding Research Agreement, or the License Agreement.

     Moreover, if the AMD Holding Wafer Purchase Agreement or the Management
     Service Agreement terminates for any reason whatsoever, AMD Holding shall
     be entitled to credit the amounts payable thereunder against the amounts
     receivable by it thereunder strictly in accordance with the terms and
     provisions of each such Operative Document.

SECTION 4. Bankruptcy, Insolvency, etc. In the event of any dissolution, winding
up, liquidation, reorganization, or other similar proceedings relating to AMD
Holding or to its creditors, as such, or to its property (whether voluntary or
involuntary, partial or complete, and whether in bankruptcy, insolvency,
compromise proceedings (Vergleichsverfahren) or any other marshalling of the
assets and liabilities of AMD Holding, or any sale of all or substantially all
of the assets of AMD Holding, or otherwise), the Senior Liabilities shall first
be paid in full before AMD Inc. shall be entitled to receive and to retain any
payment or distribution in respect of the Junior Liabilities, and in order to
implement the foregoing, (a) AMD Inc. hereby irrevocably agrees that in such
event all payments and distributions of any kind or character in respect of the
Junior Liabilities to which AMD Inc. would be entitled if the Junior Liabilities
were not subordinated pursuant to this Agreement, shall be made directly to the
Security Agent; (b) upon the commencement and during the continuance of any
proceedings referred to in this Section 4, the Security Agent shall have the
right to require AMD Inc. to claim, enforce, prove, or vote in respect of the
Junior Liabilities in such manner as is directed by the Security Agent and is
permitted by applicable law, including, without limitation, to direct that all
payments and distributions of any kind or character in respect of the Junior
Liabilities to which AMD Inc. would be entitled if the Junior Liabilities were
not subordinated pursuant to this Agreement, shall be made directly to the
Security Agent; provided, that if the Security Agent shall not have required AMD
Inc. to claim, enforce, prove, or vote in respect of any of the Junior
Liabilities on or before the day which is 10 Business Days before a date on
which the failure to so claim, enforce, prove, or vote would invalidate or
otherwise materially adversely affect the rights of AMD Inc., AMD Inc. shall
have the right to claim, enforce, prove, or vote in respect of such Junior
Liabilities in AMD Inc.'s sole discretion; and (c) AMD Inc. hereby irrevocably
agrees that, for purposes hereof, the Security Agent may, at its sole discretion
for purposes hereof, in the name of AMD Inc. or otherwise, demand, sue for,
collect, receive, and receipt for any and all such payments or distributions,
and file, prove, and vote, or consent in any such proceedings with respect to,
any and all claims of AMD Inc. relating to the Junior Liabilities.



                                       4

<PAGE>


SECTION 5. Payments Not to be commingled. In the event that AMD Inc. receives
any payment or other distribution of any kind or character from AMD Holding or
from any other source whatsoever in respect of any of the Junior Liabilities,
other than as expressly permitted by the terms of this Agreement, such payment
or other distribution shall not be commingled with other assets of AMD Inc. and
shall be promptly turned over by AMD Inc. to the Security Agent. AMD Inc. will
mark its books and records, and cause AMD Holding to mark its books and records,
as to clearly indicate that the Junior Liabilities are subordinated in
accordance with the terms of this Agreement, and will cause to be clearly
inserted in any instrument which at any time evidences any of the Junior
Liabilities a statement to the effect that the payment thereof is subordinated
in accordance with the terms of this Agreement. AMD Inc. will execute such
further documents or instruments and take such further action as the Security
Agent may reasonably request from time to time to carry out the intent of this
Agreement.

SECTION 6. Application of Payments; No Subrogation. All payments and
distributions received by the Security Agent in respect of the Junior
Liabilities in accordance with the terms thereof, to the extent received in or
converted into cash, may be applied by the Security Agent first to the payment
of any and all expenses (including reasonable attorneys' fees and legal
expenses) paid or incurred by the Security Agent in enforcing this Agreement or
in endeavouring to collect or realize upon any of the Junior Liabilities or any
security therefor in accordance with the terms hereof, and any balance thereof
shall, solely as between AMD Inc. and the Security Agent, be applied by the
Security Agent, in the manner provided by the Loan Agreement, toward the payment
of the Senior Liabilities remaining unpaid; but, as between AMD Holding and its
creditors, no such payments or distributions of any kind or character shall be
deemed to be payments or distributions in respect of the Senior Liabilities;
and, notwithstanding any such payments or distributions received by the Security
Agent in respect of the Junior Liabilities and so applied by the Security Agent
toward the payment of the Senior Liabilities, AMD Inc. shall be subrogated to
the then-existing rights of the Agent, the Security Agent, and the Banks, if
any, in respect of the Senior Liabilities only at such time as the Agent, the
Security Agent, and the Banks, shall have received payment of the full amount of
the Senior Liabilities, as provided for in Section 9, or (ii) this Agreement
shall terminate pursuant to Section 15. Each Secured Party shall, at AMD Inc.'s
request and expense made after such time, execute and deliver to AMD Inc.
appropriate documents (without recourse or warranty whatsoever) to evidence the
transfer by subrogation to AMD Inc. of an interest in the Senior Liabilities
resulting from the application of payments in the manner contemplated by this
Section 6. The obligations of the Secured Parties under the preceding sentence
shall survive any termination of this Agreement.

SECTION 7. Waivers by AMD Inc.  AMD Inc. hereby waives: (a) notice of acceptance
by the Agent, the Security Agent, or any Bank, of this Agreement; (b) notice of
the existence or creation or non-payment of all or any of the Senior
Liabilities; and (c) all diligence in collection or protection of or realization
upon the Senior Liabilities or any thereof or any security therefor.

SECTION 8. Obligations of AMD Inc. AMD Inc. will not, without the prior written
consent of the Security Agent: (a) transfer or assign, or attempt to enforce or
collect, any Junior Liabilities or any rights in respect thereof except as
expressly permitted to be paid pursuant to Section 3 above; provided, that
nothing in this Agreement shall be deemed to prevent AMD Inc. from seeking
damages, equitable relief, or otherwise enforcing any rights it may have against
AMD Holding arising out of (x) any tort or infringement of AMD Inc. tangible or


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intangible property rights (including without limitation rights under applicable
patent, copyright and trade secret laws and similar principles) to the extent,
but only to the extent, such tort or infringement arises after the date of
termination of the AMD Holding Wafer Purchase Agreement or (y) any breach by AMD
Holding of its obligations under the License Agreement to the extent, but only
to the extent, that such breach arises after the date of termination of the AMD
Holding Wafer Purchase Agreement; (b) take any collateral security for any
Junior Liabilities or (c) commence, or join with any other creditor commencing,
any bankruptcy, reorganisation, or insolvency proceedings with respect to AMD
Holding. Nothing in this Agreement shall prevent AMD Inc. from forgiving all or
any portion of the Junior Liabilities or from converting all or any portion of
such Junior Liabilities into, or exchanging such Junior Liabilities for, equity
of AMD Holding, and any such equity shall not be deemed to be a distribution or
payment on such Junior Liabilities for purposes of this Agreement.

SECTION 9.  Continuing Subordination. This Agreement shall in all respects be a
continuing agreement and shall remain in full force and effect (notwithstanding,
without limitation, the dissolution of AMD Inc. or that at any time or from time
to time all Senior Liabilities may have been paid in full), but shall
automatically terminate on the Loan Agreement Termination Date.

SECTION 10. Rights of the Agent, the Security Agent, and the Banks. The Agent,
the Security Agent, and each Bank may, from time to time, at its sole discretion
and without notice to AMD Inc., take any or all of the following actions without
affecting its or their rights under this Agreement: (a) retain or obtain a
security interest in any property of any Person to secure any of the Senior
Liabilities; (b) retain or obtain the primary or secondary obligations of any
other obligor or obligors with respect to any of the Senior Liabilities; (c)
extend or renew for one or more periods (whether or not longer than the original
period), alter or exchange any of the Senior Liabilities, or release or
compromise any obligation of any nature of any obligor with respect to any of
the Senior Liabilities; (d) compromise, settle, release, renew, extend, indulge,
amend, change, waive, modify, or supplement in any respect any of the terms or
conditions of any of the Operative Documents; and (e) release its lien on or
security interest in, or surrender, release, or permit any substitution or
exchange for, all or any part of any property securing any of the Senior
Liabilities, or extend or renew for one or more periods (whether or not longer
than the original period) or release, compromise, alter, or exchange any
obligations of any nature of any obligor with respect to any such property.

SECTION 11. Transfer of Obligations; Enforcement. The Security Agent, the Agent,
or any Bank may, from time to time, without notice to AMD Inc., but subject
however, to the provisions of Section 26 of the Loan Agreement, assign or
transfer any or all of the Senior Liabilities or any interest therein; and,
notwithstanding any such assignment or transfer or any subsequent assignment or
transfer thereof, such Senior Liabilities shall be and remain Senior Liabilities
for purposes of this Agreement, and every immediate and successive assignee or
transferee of any of the Senior Liabilities or of any interest therein, shall,
to the extent of the interest of any such assignee or transferee in the Senior
Liabilities, be entitled to the benefits of this Agreement to the same extent as
if such assignee or transferee were the transferor. The rights of the Secured
Parties hereunder shall be exercisable solely by the Security Agent on behalf of
the Secured Parties, unless either the Security Agent is not able pursuant to
applicable law to realize the practical benefits of such rights on behalf of the
Secured Parties or the limitations set forth in this sentence would otherwise
materially adversely affect the rights of the Secured Parties hereunder.

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<PAGE>


SECTION 12. Additional Provisions. None of the Agent, the Security Agent, or the
Banks shall be prejudiced in its rights under this Agreement by any act or
failure to act of any of AMD Holding or AMD Inc., or any noncompliance of AMD
Holding or AMD Inc. with any agreement or obligation, regardless of any
knowledge thereof which the Agent, the Security Agent, or such Bank may have or
with which the Agent, the Security Agent, or such Bank may be charged; and no
action of the Agent, the Security Agent, or any Bank permitted hereunder shall
in any way affect or impair the rights of the Agent, the Security Agent, or any
Bank, and the obligations of AMD Inc., under this Agreement. For the purposes of
this subordination, Senior Liabilities shall include all obligations of AMD
Holding under or in connection with any of the Operative Documents to the Agent,
the Security Agent, and each Bank, notwithstanding any right or power of any AMD
Holding or anyone else to assert any claim or defence as to the invalidity or
unenforceability of any such obligation, and no such claim or defence shall
affect or impair the agreements and obligations of AMD Inc. hereunder; provided,
however, that Senior Liabilities shall not include any obligations or
liabilities of AMD Holding which a court of competent jurisdiction shall have
determined (which determination shall be final and unappealable) are invalid or
unenforceable.

SECTION 13. Cumulative Remedies; Modifications in Writing. The remedies provided
for herein are cumulative and are not exclusive of any remedies that may be
available to the Agent or the Security Agent at law, in equity, or otherwise. No
amendment, modification, supplement, termination, or waiver of or to any
provision of this Agreement, or consent to any departure by AMD Inc. or AMD
Holding therefrom, shall be effective unless the same shall be in writing and
signed by or on behalf of the Agent and the Security Agent.

SECTION 14. Severability of Provisions. In case any provision of this Agreement
is invalid or unenforceable, the validity or enforceability of the remaining
provisions hereof shall remain unaffected. The parties hereto shall have an
obligation to replace any invalid provision by a valid provision which
approximates best the economic purpose of the invalid provision.

SECTION 15. Termination. This Agreement and the obligations of the parties
hereunder shall terminate on the Loan Agreement Termination Date; provided, that
such obligations shall automatically revive and be reinstated if and to the
extent that AMD Holding shall subsequently have obligations to any of the
Secured Parties under or arising out of any of the Financing Documents.

SECTION 16. Assignment. This Agreement shall be binding upon and shall inure to
the benefit of each party hereto and their respective successors and assigns;
provided, however, that the Security Agent, the Agent, and the Banks may
transfer their rights under this Agreement, subject, however, to the provisions
of Section 26 of the Loan Agreement; provided, further, that neither AMD Inc.
nor AMD Holding shall have the right to transfer or assign its rights under this
Agreement without the prior written consent of the Agent and the Security Agent;
and provided, further, that AMD Holding may assign this Agreement to the
Security Agent as security for the obligations of AMD Holding under the Loan
Agreement and the other Operative Documents. Notwithstanding any such assignment
or transfer or any subsequent assignment or transfer thereof, Senior Liabilities
shall be and remain Senior Liabilities for the purposes of this Agreement, and
every immediate and successive assignee or transferee of any of the Senior
Liabilities or of any interest therein shall, to the extent of the interest of
such assignee or transferee in the Senior Liabilities, be entitled to the
benefits

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<PAGE>


of this Agreement to the same extent as if such assignee or transferee were the
transferor, subject, however, to the provisions of Section 11; provided,
however, that, in addition to its rights under Section 11, unless the Security
Agent (acting on the instructions of an Instructing Group) shall otherwise
consent in writing, the Security Agent shall have an unimpaired right, prior and
superior to that of any such assignee or transferee, to enforce this Agreement
for the benefit of the Secured Parties as to those of the Senior Liabilities
which have not been so assigned or transferred.

SECTION 17. Notice. All notices, demands, instructions, and other communications
required or permitted to be given to or made upon any party hereto shall be in
writing and shall be personally delivered or sent by registered or certified
mail, postage pre-paid, return receipt requested, or by pre-paid telex, TWX, or
telegram, or by pre-paid courier service, or by telecopier, and shall be deemed
to be given for purposes of this Agreement on the day that such writing is
delivered or sent to the intended recipient thereof in accordance with the
provisions of this Section 17. Unless otherwise specified in a notice sent or
delivered in accordance with the foregoing provisions of this Section 17,
notices, demands, instructions, and other communications in writing shall be
given to or made upon the respective parties hereto at their respective
addresses (or to their respective telex, TWX or telecopier numbers) indicated
below.

To the Security Agent:

Dresdner Bank AG, as Security Agent
Ostra Allee 9
01067 Dresden
Attention: Betreuung Unternehmenskunden
Facsimile No.: (49) 351 489-1300

To the Agent:

Dresdner Bank Luxembourg S.A., as Agent
26, rue du Marche-aux-Herbes
L-2097 Luxembourg
Attention: Direktion
Facsimile No.: (352) 4760-824

To AMD Inc.:

Advanced Micro Devices, Inc.
One AMD Place
Sunnyvale, California  94088
Attention: General Counsel
Facsimile No.: (1) (408)774 7399





                                       8

<PAGE>


To AMD Holding:

AMD Saxony Holding GmbH
Wilschdorfer Landstrasse 101
01109 Dresden
Attention: Geschaftsfuhrer
Facsimile No.: (49) 351 277 91300

SECTION 18. Relationship to Other Agreements. The rights of the Agent and the
Security Agent pursuant to this Agreement are in addition to any other rights or
remedies which the Agent and the Security Agent may have under statutory law or
other agreements between one or more of the Agent, the Security Agent, the
Banks, AMD Inc., and AMD Holding. Where such rights and remedies are in conflict
with the provision of this Agreement, the provision of this Agreement shall
prevail.

SECTION 19. Governing Law.  The form and execution of this Agreement and all
rights and obligations of the parties arising hereunder shall be governed by the
Laws of the Federal Republic of Germany.

SECTION 20. Jurisdiction.  AMD Inc. and AMD Holding hereby submit to the
exclusive jurisdiction of the courts in Frankfurt am Main for any dispute
arising out of or in connection with this Agreement. AMD Inc. states that
Advanced Micro Devices GmbH, Rosenheimerstrasse 143b, 81671 Munich, Germany,
Tel.: +49 89 450 530, Fax: +49 89 906 490, is its accredited agent for service
of process and hereby undertakes to maintain an agent for service in Germany.
The foregoing submission to jurisdiction shall not (and shall not be construed
so as to) limit the rights of the Agent or the Security Agent to take suits,
actions, or proceedings against a Sponsor to enforce any judgment rendered by
the courts in Frankfurt am Main in any other court or entity of competent
jurisdiction where such Sponsor has assets, nor shall the taking of suits,
actions, or proceedings to enforce any such judgment in one or more
jurisdictions preclude the taking of enforcement proceedings in any other
jurisdiction, whether concurrently or not.

SECTION 21. Use of English Language. This Agreement has been executed in the
English language. All certificates, reports, notices, and other documents and
communications given or delivered pursuant to this Agreement shall be in the
English language and, if reasonably requested by the Agent, a certified German
translation thereof shall be furnished promptly thereafter. In the event of any
inconsistency, the English language version of any such document shall control.

SECTION 22. Operative Document.  This Agreement is an Operative Document
executed pursuant to the Loan Agreement.

IN WITNESS WHEREOF, each of the parties set out below has caused this Agreement
to be duly executed and delivered by its respective officer or agent thereunto
duly authorised as of the date first above written.




                                       9

<PAGE>


                                   ADVANCED MICRO DEVICES, INC.

                                   By___________________________________________

                                   Its__________________________________________


                                   AMD SAXONY HOLDING GMBH

                                   _____________________________________________


                                   DRESDNER BANK AG, as Agent and Security Agent

                                   _____________________________________________

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</TEXT>
</DOCUMENT>
