Collateral Agreement

EXHIBIT 10.2

COLLATERAL AGREEMENT

made by

ADVANCED MICRO DEVICES, INC.

and

AMD INTERNATIONAL SALES AND SERVICE, LTD.

in favor of WELLS FARGO BANK, N.A.,

as Collateral Agent

Dated as of October 24, 2006

TABLE OF CONTENTS

SECTION 1.

DEFINED TERMS 2

1.1.

Definitions 2

1.2.

Other Definitional Provisions 6

SECTION 2.

[INTENTIONALLY OMITTED] 6

SECTION 3.

GRANT OF SECURITY INTEREST 6

SECTION 4.

REPRESENTATIONS AND WARRANTIES 7

4.1.

Representations in Credit Agreement 7

4.2.

Title; No Other Liens 7

4.3.

Perfected First Priority Liens 8

4.4.

Jurisdiction of Organization; Chief Executive Office 8

4.5.

[Intentionally Omitted] 9

4.6.

[Intentionally Omitted] 9

4.7.

Pledged Equity Interests and the Spansion Collateral Account 9

4.8.

Accounts Receivable 9

SECTION 5.

COVENANTS 10

5.1.

Covenants in Credit Agreement 10

5.2.

Delivery and Control of Instruments, Certificated Securities, Chattel Paper, Pledged Equity Interests and the Spansion Collateral Account 10

5.3.

Maintenance of Insurance 11

5.4.

Payment of Obligations 11

5.5.

Maintenance of Perfected Security Interest; Further Documentation 12

5.6.

Changes in Locations, Name, etc 12

5.7.

Notices 12

5.8.

Pledged Equity Interests 13

5.9.

Accounts Receivable 13

SECTION 6.

REMEDIAL PROVISIONS 14

6.1.

Certain Matters Relating to Accounts Receivable 14

6.2.

Communications with Obligors; Grantors Remain Liable 14

6.3.

Pledged Equity Interests 15

6.4.

Proceeds to be Turned Over to Collateral Agent 15

6.5.

Application of Proceeds 16

6.6.

Code and Other Remedies 16

6.7.

Registration Rights 16

6.8.

Deficiency 17

SECTION 7.

THE COLLATERAL AGENT 17

7.1.

Collateral Agent' s Appointment as Attorney-in-Fact, etc 17

7.2.

Duty of Collateral Agent 19

7.3.

Financing Statements 19

7.4.

Authority, Immunities and Indemnities of Collateral Agent 19

SECTION 8.

MISCELLANEOUS 19

8.1.

Amendments in Writing 19

8.2.

Notices 19

8.3.

No Waiver by Course of Conduct; Cumulative Remedies 20

8.4.

Enforcement Expenses; Indemnification 20

8.5.

Successors and Assigns 20

8.6.

Set-Off 20

8.7.

Counterparts 21

8.8.

Severability 21

8.9.

Section Headings 21


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8.10.

Integration 21

8.11.

GOVERNING LAW 21

8.12.

Submission To Jurisdiction; Waivers 21

8.13.

Acknowledgements 22

8.14.

Additional Grantors; Supplements to Schedules 22

8.15.

Releases 22

8.16.

WAIVER OF JURY TRIAL 23

8.17.

Secured Parties 23

8.18.

Collateral Trust Agreement; Secured Instrument 23


SCHEDULES

Schedule 1

Notice Addresses

Schedule 2

Investment Property

Schedule 3

Jurisdictions of Organization and Chief Executive Offices

Schedule 4

Filings and Other Actions Required for Perfection


ANNEXES

Annex I

Form of Assumption Agreement

Annex II

Form of Acknowledgement and Consent

Annex III

Form of Pledge Supplement


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COLLATERAL AGREEMENT, dated as of October 24, 2006, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the " Grantors" ), in favor of Wells Fargo Bank, N.A., as Collateral Agent for the Secured Parties (as defined herein) under the Collateral Trust Agreement referred to below (in such capacity and together with its successors and assigns from time to time acting as Collateral Agent under the Collateral Trust Agreement, the " Collateral Agent" ). RECITALS

A. Pursuant to the Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement" ), among Advanced Micro Devices, Inc., a Delaware corporation (the " Borrower" ), the various financial institutions and other Persons from time to time parties thereto (each a " Lender" ), Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the " Administrative Agent" ), Morgan Stanley Senior Funding, Inc., as sole lead arranger and sole bookrunner (in such capacity, the " Lead Arranger" ), and Morgan Stanley Senior Funding, Inc., as syndication agent (in such capacity, the " Syndication Agent" ) the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

B. Pursuant to an Indenture, dated as of October 29, 2004 (the " Senior Notes Indenture" ), between the Borrower and Wells Fargo Bank, N.A., as trustee, the Borrower issued and sold its 7.75% Senior Notes due 2012 (the " 2012 Notes" ).

C. The Borrower, the other Grantors, and the Collateral Agent have entered into a Collateral Trust Agreement, dated as of the date hereof (the " Collateral Trust Agreement" ).

D. Upon effectiveness of the Acquisition, the Borrower will be a member of an affiliated group of companies that includes each other Grantor;

E. The proceeds of the extensions of credit under the Credit Agreement and the proceeds under the Specified Hedge Agreements will be used in part to enable the Borrower to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;

F. The Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement and the providing of financial accommodation under the Specified Hedge Agreements; and G. It is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement and of the Qualified Counterparties to provide financial accommodation under the Specified Hedge Agreements that the Grantors shall have executed and delivered this Agreement to the Collateral Agent for the benefit of the Secured Parties.

NOW, THEREFORE, in consideration of the premises and to induce the Agents and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder and to induce the Qualified Counterparties to enter into the Specified Hedge Agreements and provide financial accommodation, each Grantor hereby agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

SECTION 1. DEFINED TERMS

1.1. Definitions .

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC (and if defined in more than one Article of the New York UCC, shall have the meaning given in Article 8 or 9 thereof): Accounts, Certificated Security, Chattel Paper, Deposit Account, Electronic Chattel Paper, Instruments, Letter-of-Credit Rights, Payment Intangibles, Records, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security.

(b) The following terms shall have the following meanings:

" 2012 Notes:" as defined in the second recital.

" 2012 Notes Obligations" : all obligations under the 2012 Notes and the Senior Notes Indenture.

" Accounts Receivable" : all (i) Accounts, (ii) Chattel Paper, (iii) to the extent arising from goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered (A) Payment Intangibles and (B) Instruments, and (iv) to the extent not otherwise covered above, all other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, regardless of how classified under the New York UCC together with all of Grantors' rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records.

" Agreement" : this Collateral Agreement, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

" Borrower" : as defined in the preamble.

" Borrower Credit Agreement Obligations" : the unpaid principal of and interest on the Loans and all other obligations and liabilities of the Borrower to any Agent, Lender or Indemnitee, whether direct or indirect, absolute or contingent, due or to become due or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement or the other Loan Documents or any other document made, delivered or given in connection therewith or pursuant thereto, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, attorney' s fees and legal expenses) or otherwise (including interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and interest accruing at the then applicable rate provided in the Credit Agreement after the commencement of any bankruptcy case or insolvency, reorganization, liquidation or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and all expense reimbursement and indemnity obligations arising or incurred as provided in the Loan Documents after the commencement of any such case or proceeding, whether or not a claim for such obligations is allowed in such case or proceeding).

" Borrower Obligations" : the collective reference to (i) the Borrower Credit Agreement Obligations, (ii) the Borrower Hedge Agreement Obligations and (iii) all other obligations and liabilities of the Borrower, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement (including, without limitation, all fees and disbursements of counsel to the Secured Parties that are required to be paid by the Borrower pursuant to the terms of the Credit Agreement or this Agreement.


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" Borrower Hedge Agreement Obligations" : the collective reference to all obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided in any Specified Hedge Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, liquidation or like proceeding, relating to the Borrower, whether or not a claim for post-petition interest is allowed in such proceeding) to any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due or now existing or hereafter incurred, which may arise under, out of, or in connection with, any Specified Hedge Agreement or any other Loan Document entered into with any Secured Party or any other document made, delivered or given in connection therewith or pursuant thereto, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Qualified Counterparty that are required to be paid by the Borrower pursuant to the terms of any Specified Hedge Agreement or any other Loan Document); provided, that any release of Collateral effected in the manner permitted by the Credit Agreement shall not require the consent of holders of obligations under the Specified Hedge Agreements.

" Collateral" : as defined in Section 3.

" Collateral Account" : any collateral account established by the Collateral Agent as provided in Section 6.1 or 6.4.

" Collateral Support" : all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and including any security agreement or other agreement granting a lien or security interest in such real or personal property.

" Collateral Trust Agreemen t" : as defined in the third recital.

" Control Party" : as defined in the Collateral Trust Agreement.

" Event of Default" : an " Event of Default" under any Secured Instrument.

" Foreign Subsidiary Voting Stock" : the voting Capital Stock of any Foreign Subsidiary.

" Intercompany Note" : any promissory note evidencing loans or other monetary obligations owing to any Grantor by any Group Member.

" Investment Property" : the collective reference to (i) all Pledged Equity Interests and (ii) all Pledged Notes.

" Issuers" : the collective reference to each issuer of any Investment Property purported to be pledged hereunder.

" New York UCC" : the Uniform Commercial Code as from time to time in effect in the State of New York.

" Obligations" : the Borrower Obligations and the 2012 Notes Obligations. " Organizational Documents" : as to any Person, its certificate or articles of incorporation and by-laws if a corporation, or its certificate of formation and its partnership agreement if a partnership, its limited liability company agreement if a limited liability company, or other organizational or governing documents of such person.

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" Pledge Supplement : a Pledge Supplement, substantially in the form of Annex III.

" Pledged Alternative Equity Interests" : (a) all participation or other interests in any equity or profits of any Pledged Company at any time issued or granted to or owned, held or acquired by any Grantor and (b) all participation or other interests in any equity or profits of any business entity that was created or acquired after the Closing Date at any time issued or granted to or owned, held or acquired by any Grantor, and including in each case the certificates, if any, representing such interests and any interest of such Grantor in the entities on the books of the Issuer of such interests or on the books and records of any securities intermediary pertaining to such interests, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests and any other warrant, right or option to acquire any of the foregoing; provided , however , that Pledged Alternative Equity Interests shall not include any Pledged Notes, Pledged Stock, Pledged Partnership Interests, and Pledged LLC Interests; provided further that in no event shall more than 65% of the total voting power of the outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be subject to the security interests granted hereby.

" Pledged Company" : each of AMD US Finance, Inc., AMD Saxony Holding GmbH, AMD Saxony LLC, AMD International Sales & Service, Ltd., Advanced Micro Devices (Singapore) Pte Ltd and Advanced Micro Devices Sdn.Bhd.

" Pledged Equity Interests" : all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Alternative Equity Interests. " Pledged LLC Interests" : (a) all interests owned, directly or indirectly, by any Grantor in any Pledged Company that is a limited liability company (including those listed on Schedule 2) at any time issued or granted to or owned, held or acquired by any Grantor and (b) all interests owned, directly or indirectly, by any Grantor in any limited liability company that was created or acquired after the Closing Date at any time issued or granted to or owned, held or acquired by any Grantor, including in each case the certificates, if any, representing such limited liability company interests and any interest of any Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests and any other warrant, right or option to acquire any of the foregoing; provided that in no event shall more than 65% of the total voting power of the outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be subject to the security interests granted hereby. " Pledged Notes" : all indebtedness for borrowed money owed to any Grantor by a Group Member including, without limitation, all Intercompany Notes at any time issued to or owned, held or acquired by any Grantor (including those listed on Schedule 2).

" Pledged Partnership Interests" : (a) all interests owned, directly or indirectly, by any Grantor in any Pledged Company that is a general partnership, limited partnership, limited liability partnership or other partnership (including those listed on Schedule 2) at any time issued or granted to or owned, held or acquired by any Grantor and (b) all interests owned, directly or indirectly, by any Grantor in any general partnership, limited partnership, limited liability partnership or other partnership that was created or acquired after the Closing Date at any time issued or granted to or owned, held or acquired by


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any Grantor, including, in each case, the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests and any other warrant, right or option to acquire any of the foregoing: provided that in no event shall more than 65% of the total voting power of the outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be subject to the security interests granted hereby.

" Pledged Stock" : (a) all shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Pledged Company (including those listed on Schedule 2) at any time issued or granted to or owned, held or acquired by any Grantor and (b) all shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Person created or acquired after the Closing Date at any time issued or granted to or owned, held or acquired by any Grantor, including, in each case, the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the Issuer of such shares or on the books and records of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares and any other warrant, right or option to acquire any of the foregoing; provided that in no event shall more than 65% of the total voting power of the outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be subject to the security interests granted hereby.

" Proceeds" : all " proceeds" as such term is defined in Section 9-102(a)(64) of the New York UCC, including, in any event, all dividends, returns of capital and other distributions and income from Investment Property and all collections thereon and payments with respect thereto.

" Receivables Records" : (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Accounts Receivable, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Accounts Receivable, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Accounts Receivable, whether in the possession or under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors or agents thereof, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written or non-written forms of information related in any way to the foregoing or any Accounts Receivable. " Secured Instrument" : as defined in the Collateral Trust Agreement. " Secured Parties" : as defined in the Collateral Trust Agreement. " Securities Act" : the Securities Act of 1933, as amended.

" Senior Notes Indenture" is defined in the second recital.

" Subordination Agreement" : Subordination Agreement, dated April 20, 2004, among the Borrower, AMD Fab 36 Holding Gmbh, AMD Fab 36 Admin Gmbh, Leipziger Messe Gmbh, Fab 36 Beteiligungs Gmbh, AMD Fab 36 LLC, LB Beteiligungsgesellschaft MBH, AMD Fab 36 Limited


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Liability Company & Co. KG, ABN AMRO Bank N.V., Commerzbank Aktiengesellschaft, Deutsche Bank Luxembourg S.A., Dresdner Kleinwort Wasserstein, KFW, Landesank Hessen-Thuringen Girozentrale, Landesbank Sachsen Girozentrale, Dresdner Bank Luxembourg S.A., as Facility Agent, Dresdner Bank AG In Berlin, as Security Agent, and the Financial Institutions party thereto. " UETA" : the Uniform Electronic Transaction Act, as in effect in the applicable jurisdiction. 1.2. Other Definitional Provisions .

(a) As used herein and in any certificate or other document made or delivered pursuant hereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words " include" , " includes" and " including" shall be deemed to be followed by the phrase " without limitation" , (iii) the word " incur" shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words " incurred" and " incurrence" shall have correlative meanings), and (iv) the words " asset" and " property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties of every type and nature, and (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time (subject to any applicable restrictions hereunder).

(b) The words " hereof," " herein" , " hereto" and " hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(d) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor' s Collateral or the relevant part thereof.

(e) The expressions " payment in full," " paid in full" and any other similar terms or phrases when used herein with respect to any Obligation shall mean (A) the payment in full of such Obligation in cash in immediately available funds and (B) with respect to obligations under the Specified Hedge Agreements with any Qualified Counterparty, such obligations are secured by a collateral arrangement reasonably satisfactory to the Qualified Counterparty in its sole discretion. SECTION 2. [INTENTIONALLY OMITTED].

SECTION 3. GRANT OF SECURITY INTEREST

Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the " Collateral" ), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations: (a) all Accounts Receivable;


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(b) all proceeds and products from the direct or indirect sale of the Capital Stock of Spansion;

(c) the Spansion Collateral Account, if and when the same is created pursuant to Section 6.11 of the Credit Agreement; (d) all Investment Property;

(e) all Supporting Obligations and products of any and all of the foregoing and all security interests or other liens on personal or real property securing or in any respect relating to any of the foregoing; (f) all books and records (regardless of medium) pertaining to any of the foregoing; and (g) all Proceeds of any of the foregoing;

provided that the security interest granted hereunder shall not cover and the term " Collateral" shall not include any of the following: (A) Capital Stock of Fab 36, (B) as of the date hereof, Capital Stock of 1252986 Alberta ULC or any Subsidiary of the Borrower that is not a Material Subsidiary owned by a Grantor, and after the date hereof with respect to after-acquired or after-created Subsidiaries, Capital Stock of any Subsidiary that is not a Material Subsidiary, (C) Capital Stock which is specifically excluded from the definitions of Pledged Alternative Equity Interests, Pledged LLC Interests, Pledged Partnership Interests and Pledged Stock by virtue of the proviso to such definitions, (D) any Intercompany Note or other obligation (x) that is not issued by either a Subsidiary that is an Issuer as of the date hereof or after the date hereof that is not a Material Subsidiary or (y) that is issued by Fab 36 that by its terms or by the terms of the Subordination Agreement does not permit the grant of a security interest in such Intercompany Note or other obligations; provided that no prohibition on the grant of a security interest shall be effective if it were bargained for by any Grantor with the intent of avoiding compliance with this Agreement, and (E) any Intercompany Note evidencing a loan or other extension of credit made by a Grantor to any Foreign Subsidiary to the extent that a pledge or Lien to the Collateral Agent with respect to such Intercompany Note would create an increased tax liability for any Grantor; provided that no Intercompany Note shall be excluded from the security interest granted hereunder if it was entered into with the intent of avoiding compliance with this Agreement; provided , further , that the security interest granted hereby shall attach at all times to all proceeds of such property if such proceeds are otherwise Collateral hereunder.

SECTION 4. REPRESENTATIONS AND WARRANTIES

Each Grantor hereby represents and warrants to each Secured Party that:

4.1. Representations in Credit Agreement . In the case of each Grantor (other than the Borrower), the representations and warranties set forth in Section 4 of the Credit Agreement as they relate to such Grantor o ...