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Second Amendment To Term Loan Agreement

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SECOND AMENDMENT TO TERM LOAN AGREEMENT
---------------------------------------


THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this "Amendment"), dated as of January 12, 1996 is entered into by and among - ----------- ADVANCED MICRO DEVICES, INC., a Delaware corporation (the "Company"), the
--------- several financial institutions party to the Term Loan Agreement referred to in the Recitals to this Amendment (the "Banks"), ABN AMRO Bank N.V., as Administrative Agent, and ABN AMRO Bank N.V. and CIBC Inc., as Co-Arrangers.


RECITALS
--------


A. The Company, the Banks, the Administrative Agent and the Co-Arrangers are parties to the Term Loan Agreement dated as of January 5, 1995, as amended by that certain First Amendment to Term Loan Agreement dated as of October 20, 1995 (as so amended, the "Term Loan Agreement"), pursuant to which the Banks
--------------------- have extended certain credit facilities to the Company.


B. The Company has requested that the Banks agree to certain amendments of the Term Loan Agreement.


C. The Banks are willing to amend the Term Loan Agreement, subject to the terms and conditions of this Amendment.


NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:


1. Defined Terms. Capitalized terms not otherwise defined herein shall
------------- have the meanings given to them in the Term Loan Agreement.


2. Amendment to the Term Loan Agreement. Section 7.3 of the Term Loan
------------------------------------ Agreement is hereby amended to add the following new subsection (d) thereto:


"(d) the merger of the Target with and into the Company,
whereupon the separate existence of the Target shall cease and the
Company shall be the surviving corporation; provided, that (i) such
--------
merger shall have been consummated on or before June 30, 1996, (ii)
such merger shall qualify as a tax-free reorganization within the
meaning of Section 368 of the Code, (iii) such merger is being


1.


undertaken in accordance with all applicable Requirements of Law, and
(iv) such merger shall not result in any Default or Event of Default."


In addition, "; and" shall replace the period at the end of subsection (c) of such Section 7.3.


3. Representations and Warranties.
------------------------------


The Company hereby represents and warrants to the Administrative Agent and the Banks as follows:


(a) No Default or Event of Default has occurred and is continuing.


(b) The execution, delivery and performance by the Company of this Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable. The Term Loan Agreement as amended by this Amendment constitutes the legal, valid and binding obligations of the Company, enforceable against it in accordance with its respective terms, without defense, counterclaim or offset.


(c) All representation
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