SPONSORS' GUARANTY (GARANTIEVERTRAG)

EXHIBIT 10.50(i)

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SPONSORS' GUARANTY
(GARANTIEVERTRAG)

DATED 11 MARCH 1997


BETWEEN


ADVANCED MICRO DEVICES, INC.,

AMD SAXONY HOLDING GMBH,

AND

DRESDNER BANK AG
AS AGENT AND SECURITY AGENT



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SPONSORS' GUARANTY (GARANTIEVERTRAG)

THIS SPONSORS' GUARANTY, dated 11 March 1997, is made by 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."), and AMD SAXONY HOLDING GMBH, Dresden,
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registered in the Commercial Register of the Dresden County Court HRB 13931

("AMD Holding"; and, together with AMD Inc., collectively, the "Sponsors"), in
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favour of DRESDNER BANK AG ("Dresdner"), as Agent (in such capacity, the
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"Agent") for the Banks under the Loan Agreement referred to below and as
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Security Agent (in such capacity, the "Security Agent") for the Secured Parties
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under such Loan Agreement.


W I T N E S S E T H :
- - - - - - - - - -


WHEREAS, AMD Saxony Manufacturing GmbH, Dresden, registered in the Commercial
Register of the Dresden County Court HRB 13186 ("AMD Saxonia"), a wholly-owned
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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
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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");
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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
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Agent and Security Agent, and Dresdner Bank Luxembourg S.A., as Paying Agent (in
such capacity, the "Paying Agent"), providing, inter alia, for two separate
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senior secured term and standby facilities aggregating up to DM1,650,000,000
(one billion six hundred fifty million Deutsche Marks);

WHEREAS, the Sponsors desire that the Project be constructed and completed and
are executing and delivering this Guaranty in favour of the Agent and the
Security Agent for the benefit of the Banks and the Paying Agent (the Agent, the
Security Agent, the Banks and the Paying Agent hereinafter collectively called
the "Secured Parties" and individually called a "Secured Party"), for the
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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;

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

WHEREAS, the Sponsors have duly authorized the execution, delivery, and
performance of this Guaranty; and


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WHEREAS, it is in the best interests of the Sponsors to execute this Guaranty
inasmuch as the Sponsors will derive substantial benefits from the loans and
other financial accommodations made from time to time to AMD Saxonia by the
Banks pursuant to the Loan Agreement;

NOW, THEREFORE, in order to induce the Banks to make the loans and other
financial accommodations to AMD Saxonia pursuant to the Loan Agreement, the
Sponsors hereby agree, for the benefit of the Secured Parties, as follows:


ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1 Definitions. Unless otherwise defined herein, terms used herein
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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
Guaranty, 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
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Guaranty.

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

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

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

"Bank" and "Banks" have the respective meanings assigned to such term in
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the second recital of this Guaranty.
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"Dresdner" has the meaning assigned to such term in the introduction to
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this Guaranty.

"Guaranty" means this Sponsors' Guaranty, as the same may at any time be
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amended or modified in accordance with the terms hereof and in effect. "Loan
Agreement" has the meaning assigned to such term in the second recital of this
Guaranty.

"Paying Agent" has the meaning assigned to that term in the second
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recital of this Guaranty.
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"Project" has the meaning assigned to such term in the first recital of
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this Guaranty.

"Security Agent" has the meaning assigned to such term in the
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introduction to this Guaranty.
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"Secured Parties" and "Secured Party" have the respective meanings
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assigned to such terms in the third recital of this Guaranty.
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"Sponsors" has the meaning assigned to such term in the introduction to
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this Guaranty.

"Sponsors' Support Agreement" means the Sponsors' Support Agreement, of
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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.

SECTION 1.2 Miscellaneous. In this Guaranty, unless the context requires
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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 provision shall
be construed as references to those provision as amended, modified, re-enacted,
or replaced from time to time; (iii) words importing a gender include every
gender and; (iv) references to Sections are to Sections of this Guaranty.
Section headings are inserted for reference only and shall be ignored in
construing this Guaranty.


ARTICLE II
GUARANTY PROVISIONS

SECTION 2.1 Guaranty. The Sponsors, jointly and severally, hereby absolutely,
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unconditionally, and irrevocably (all of the following guaranteed and
indemnified obligations referred in sub-clauses (a) and (b) below being
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collectively called the "Guaranteed Obligations")
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(a) guarantee the full and punctual payment when due, whether at stated
maturity, by required prepayment, declaration, acceleration,
demand, or otherwise, of all obligations of AMD Saxonia now or
hereafter existing under or arising out of the Loan Agreement,
whether for principal, interest, fees, expenses, or otherwise,
howsoever created, arising, or evidenced, whether direct or
indirect, absolute or contingent or now or hereafter existing or
due or to become due (including in all cases all such amounts which
would become due but for the operation of the automatic stay under
Section 362(a) of the United States Bankruptcy Code, 11 U.S.C.
(S)362(a), and the operation of Sections 502(b) and 506(b) of the
United States Bankruptcy Code, 11 U.S.C. (S)502(b) and (S)506(b)),
and

(b) indemnify and hold harmless each Secured Party for any and all
costs and expenses (including reasonable attorney's fees and
expenses) incurred by such Secured Party in enforcing any rights
under this Guaranty in accordance with the terms hereof;


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provided, however, that (i) the right of recovery against the Sponsors under
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this Guaranty is, however, limited to the amount of DM 217,500,000 (two hundred
seventeen million five hundred thousand Deutsche Marks), plus, to the extent
----
that any amount payable hereunder is not paid when due, interest on such amount
from the date due until paid, calculated at the same per annum rate of interest
as is from time to time applicable to the obligations guaranteed hereby, and
plus all costs and expenses referred to in sub-clause (b) of this Section 2.1,
- ---- ------------- -----------
and (ii) the Sponsors shall be released from liability under this Guaranty from
and upon their receipt of written notice from the Agent to the effect that
Completion has occurred. This Guaranty constitutes a guaranty of payment when
due and not of collection, and the Sponsors specifically agree that it shall not
be necessary or required that the Security Agent, the Agent, the Paying Agent,
or any Bank exercise any right, assert any claim, or demand or enforce any
remedy whatsoever against AMD Saxonia (or any other Person) before or as a
condition to the obligations of the Sponsors hereunder. For the avoidance of
doubt, the obligations of the Sponsors under this Guaranty constitute a primary
guaranty obligation (Garantievertrag) and not a surety guaranty obligation
(Burgschaft). The Sponsors shall pay the Guaranteed Obligations only upon first
written demand from the Agent following the occurrence of an Event of Default
and acceleration of the Advances under the Loan Agreement.

SECTION 2.2 EMU. European Economic and Monetary Union anticipate the
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introduction of a single currency and the substitution of the national
currencies of Member States participating in Monetary Union. On the date on
which the Deutsche Mark is replaced by the single currency, conversion into such
currency shall take effect. The denomination of the original currency shall be
retained for so long as this is legally permissible. Conversions shall be based
on the officially fixed rate of conversion. Neither the introduction of the
single currency nor the substitution of the national currencies of the Member
States participating in European Monetary Union nor the fixing of the official
rate of conversion nor any economic consequences that arise from any of the
aforementioned events or in connection with European Monetary Union shall give
rise to any right to terminate prematurely, contest, cancel, rescind, modify,
or renegotiate this Guaranty or any of its provisions or to raise any other
objections and/or exceptions or to assert any claims for compensation. This
Guaranty shall continue in full force and effect in accordance with its terms.

SECTION 2.3 Guaranty Absolute. This Guaranty shall in all respects be a
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continuing, absolute, unconditional, and irrevocable guaranty of payment, and,
subject to the provisions of the proviso to Section 2.1 hereof, shall remain in
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full force and effect until all Guaranteed Obligations have been paid in full,
all obligations of the Sponsors hereunder shall have been paid in full, and the
commitments of the Banks under and in connection with the Loan Agreement shall
have terminated. Subject to Section 2.1 above, the Sponsors jointly and
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severally guarantee that the Guaranteed Obligations will be paid strictly in
accordance with the terms of the Loan Agreement under which they arise,
regardless of any law, regulation, or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Security Agent,
the Agent, or any Bank with respect thereto. The liability of the Sponsors
under this Guaranty shall be joint and several and shall be continuing,
absolute, unconditional, and irrevocable irrespective of:

(a) any lack of validity, legality, or enforceability of the Loan
Agreement or any other Operative Document;


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(b) the failure of the Security Agent, the Agent, the Paying Agent, or
any Bank

(i) to assert any claim or demand or to enforce any right or
remedy against AMD Saxonia or any other Person (including any
other guarantor) under or in connection with the provisions of
the Loan Agreement, any other Operative Document, or
otherwise, or

(ii) to exercise any right or remedy against any other guarantor
of, or collateral securing, any Guaranteed Obligations;

(c) any change in the time, manner, or place of payment of, or in any
other term of, all or any of the Guaranteed Obligations, or any
other extension, compromise, or renewal of any Guaranteed
Obligation;

(d) any reduction, limitation, impairment, or termination of any
Guaranteed Obligations for any reason, including any claim of
waiver, release, surrender, alteration, right of retention or
compromise, and shall not be subject to (and the Sponsors hereby
waive any right to or claim of) any defense or setoff,
counterclaim, recoupment, or termination whatsoever by reason of
the invalidity, illegality, non-genuineness, irregularity,
compromise, unenforceability of, or any other event or occurrence
affecting, any Guaranteed Obligations;

(e) any amendment to, rescission, waiver, or other modification of, or
any consent to departure from, any of the terms of the Loan
Agreement or any other Operative Document;

(f) any addition, exchange, release, surrender, or non-perfection of
any collateral, or any amendment to or waiver or release or
addition of, or consent to departure from, any other guaranty, held
by the Security Agent, the Agent, the Paying Agent, or any Bank
securing any of the Guaranteed Obligations; or

(g) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, AMD Saxonia, any surety (Burge),
or any guarantor.

SECTION 2.4 Reinstatement, etc. Each of the Sponsors agrees that, subject to
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the provisions of the proviso to Section 2.1 hereof, this Guaranty shall
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continue to be effective or be reinstated, as the case may be, if at any time
any payment (in whole or in part) of any of the Guaranteed Obligations is
rescinded or must otherwise be restored by any Secured Party, upon the
insolvency, bankruptcy, or reorganization of AMD Saxonia, or otherwise, as
though such payment had not been made.

SECTION 2.5 Waiver, etc. Each of the Sponsors hereby waives promptness,
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diligence, notice of acceptance, and any other notice with respect to any of the
Guaranteed Obligations and this Guaranty and any requirement that the Security
Agent, the Agent, the Paying Agent, or any Bank protect, secure, perfect, or
insure any security interest or lien, or any property subject thereto, or
exhaust any right or take any action against AMD Saxonia or any other Person
(including any other guarantor) or any collateral securing any Guaranteed
Obligations.


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Each of the Sponsors hereby further waives its right to deposit (Hinterlegung)
under (S) 372 of the German Civil Code.

SECTION 2.6 Subrogation, etc. Neither of the Sponsors will exercise any rights
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which it may acquire by reason of any payment made hereunder, whether by way of
subrogation, reimbursement, or otherwise, until the prior payment, in full and
in cash, of all Guaranteed Obligations. Any amount paid to either of the
Sponsors on account of any payment made hereunder prior to the payment in full
of all Guaranteed Obligations shall not be commingled with assets of the
relevant Sponsor and shall immediately be paid to the Security Agent and
credited and applied against the Guaranteed Obligations, whether matured or
unmatured, in accordance with the terms of the Loan Agreement; provided,
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however, that if
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(a) either of the Sponsors has made payment to the Security Agent of
all or any part of the Guaranteed Obligations, and

(b) all Guaranteed Obligations have been paid in full and the
commitments of the Banks under or in connection with the Loan
Agreement to AMD Saxonia have been permanently terminated,

the Security Agent, the Agent, the Paying Agent, and each Bank agree that, at
the relevant Sponsor's request and expense, the Security Agent, the Paying
Agent, the Agent, or such Bank will execute and deliver to such Sponsor
appropriate documents (without recourse and without representation or warranty)
necessary to evidence the transfer by subrogation to such Sponsor of an interest
in the Guaranteed Obligations resulting from such payment by such Sponsor. In
furtherance of the foregoing, for so long as any Guaranteed Obligations or
commitments by the Banks under or in connection with the Loan Agreement to AMD
Saxonia remain outstanding, each of the Sponsors shall refrain from taking any
action or commencing any proceeding against AMD Saxonia (or its successors or
assigns, whether in connection with a bankruptcy proceeding, or otherwise) to
recover any amounts in respect of payments made under this Guaranty to the
Security Agent, the Agent, the Paying Agent, or any Bank.

SECTION 2.7 Successors, Transferees, and Assigns. This Guaranty shall:
------------------------------------

(a) be binding upon each of the Sponsors, and their respective
successors, transferees, and assigns; and

(b) inure to the benefit of and be enforceable by each Secured Party,
and each of their respective successors, transferees, and assigns.

Without limiting the generality of the foregoing clause (b), each Bank may
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assign or otherwise transfer (in whole or in part) the loans and financial
accommodations made by it to AMD Saxonia under the Loan Agreement to any other
Person, and such other Person, for purposes of this Guaranty, shall thereupon
become vested with all rights and benefits in respect thereof granted to the
transferring Bank under any Operative Document (including this Guaranty) or
otherwise, subject, however, to any contrary provisions in such assignment or
transfer, and to the provisions of Section 26 of the Loan Agreement.
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SECTION 2.8 Payments Free and Clear of Taxes, etc. Each of the Sponsors hereby
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agrees that:

(a) All payments by such Sponsor hereunder shall be made to the
Security Agent at its principal office in Frankfurt am Main in Same
Day Funds, free and clear of and without deduction for any present
or future income, excise, stamp, or franchise taxes and other
taxes, fees, duties, withholdings, or other charges of any nature
whatsoever imposed by any taxing authority on such payments, but
excluding taxes imposed on or measured by any Secured Party's net
income or receipts or the net income or receipts of any branch
thereof (such non-excluded items being called "Taxes"). In the
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event that any withholding or deduction from any payment to be made
by either of the Sponsors hereunder is required in respect of any
Taxes pursuant to any applicable law, rule, or regulation, then
such Sponsor will, subject to Section 2.8(d),
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(i) pay directly to the relevant authority the full amount
required to be so withheld or deducted;

(ii) promptly forward to the Security Agent an official receipt or
other documentation satisfactory to the Security Agent
evidencing such payment to such authority; and

(iii) pay to the Security Agent such additional amount or amounts
as is necessary to ensure that the net amount actually
received by the relevant Secured Party will equal the full
amount such Secured Party would have received had no such
withholding or deduction been required.

Moreover, if any Taxes are directly asserted against the Security
Agent, the Agent, or any Bank with respect to any payment received
by the Security Agent hereunder, the Security Agent, the Agent, the
Paying Agent, or such Bank may pay such Taxes and the Sponsors will
promptly pay such additional amounts (including any penalties,
interest, or expense , but only (in the case of penalties or
interest) to the extent not resulting from a negligent or wilful
failure to pay any or all of such Taxes by the Security Agent, the
Agent, the Paying Agent or such Bank, as the case may be) as is
necessary in order that the net amount received by the Security
Agent, the Agent, the Paying Agent, or such Bank after the payment
of such Taxes (including any Taxes on such additional amount) shall
equal the amount the Security Agent, the Agent, the Paying Agent,
or such Bank would have received had no such Taxes been asserted.

(b) The additional amount or amounts that either Sponsor shall be
required to pay pursuant to clause (iii) of Section 2.8(a) shall be
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reduced, to the extent permitted by applicable law, by the amount
of the offsetting tax benefits, if any, as determined by the
relevant Secured Party in the exercise of its sole discretion,
which such Secured Party actually receives and utilises as a result
of such Sponsor's payment under clause (i) of Section 2.8(a) to the
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relevant authority (it being expressly understood and agreed that
such Secured Party shall be required to use commercially reasonable
efforts to claim or utilise any


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such benefit which may be available to it unless it believes in
good faith that to do so would be inconsistent with its internal
tax and other policies or if, in its good faith judgment, it would
be disadvantaged in any respect with respect to its tax position or
planning).

(c) Subject to the relevant Secured Party complying with Section 2.8(d)
--------------
below, if either of the Sponsors fails to pay any Taxes when due to
the appropriate taxing authority or fails to remit to the Security
Agent the required receipts or other required documentary evidence,
such Sponsor shall indemnify the Security Agent, the Agent, the
Paying Agent, and each Bank for any incremental Taxes, interest, or
penalties that may become payable by the Security Agent, the Agent,
the Paying Agent, or any Bank as a result of any such failure.

(d) Each Secured Party that is entitled to claim an exemption (either
on its own account or for the account of the relevant Sponsor) in
respect of all or a portion of any Taxes which are otherwise
required to be paid or deducted or withheld pursuant to this
Section 2.8 in respect of any payments made by a Sponsor hereunder
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shall, within a reasonable time after receiving a written request
from such Sponsor, provide such Sponsor with such certificates as
may be appropriate in order to obtain the benefits of such
exemption.

(e) Without prejudice to the survival of any other agreement of the
Sponsors hereunder, the agreements and obligations of the Sponsors
contained in this Section 2.8 shall survive the payment in full of
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the principal of and interest on the loans and other financial
accommodations made to AMD Saxonia under the Loan Agreement.

SECTION 2.9 Judgment. The Sponsors hereby agree that:
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(a) If, for the purposes of obtaining a judgment in any court, it is
necessary to convert a sum due hereunder in Deutsche Marks into
another currency, the rate of exchange used shall be that at which
in accordance with normal banking procedures the Security Agent
could purchase Deutsche Marks with such other currency on the
Business Day preceding that on which final judgment is given.

(b) The obligation of each of the Sponsors in respect of any sum due
from it to the Security Agent, the Agent, the Paying Agent, or any
Bank hereunder shall, notwithstanding any judgment in a currency
other than Deutsche Marks, be discharged only to the extent that on
the Business Day following receipt by the Security Agent, the
Agent, the Paying Agent, or such Bank, as the case may be, of any
sum adjudged to be so due in such other currency, the Security
Agent, the Agent, the Paying Agent, or such Bank, as the case may
be, may, in accordance with normal banking procedures, purchase
Deutsche Marks with such other currency; in the event that the
Deutsche Marks so purchased are less than the sum originally due to
the Security Agent, the Agent, the Paying Agent, or any Bank, in
Deutsche Marks, such Sponsor, as a separate obligation and
notwithstanding any such judgment, hereby indemnifies and holds
harmless the Security Agent, the Agent, the Paying Agent, and each
Bank


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against such loss, and if the Deutsche Marks so purchased exceed
the sum originally due to the Security Agent, the Agent, the Paying
Agent, or such Bank in Deutsche Marks, the Security Agent, the
Agent, the Paying Agent, or such Bank, as the case may be, shall
remit to the relevant Sponsor such excess.


ARTICLE III
MISCELLANEOUS PROVISIONS

SECTION 3.1 No Waiver; Modifications in Writing. In addition to, and not in
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limitation of, Sections 2.3 and 2.5, no failure or delay on the part of the
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Agent or the Security Agent in exercising any right, power, or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power, or remedy preclude any other or further exercise thereof
or the exercise of any other rights, power, or remedy. 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 Guaranty, or consent to any departure by either Sponsor
therefrom, shall be effective unless the same shall be in writing and signed by
or on behalf of the Agent and the Security Agent. Any waiver of any provision
of this Guaranty, and any consent to any departure by either Sponsor from the
terms of any provision of this Guaranty, shall be effective only in the specific
instance and for the specific purpose for which given. No notice to or demand
on either Sponsor in any case shall entitle such Sponsor to any other or further
notice or demand in similar or other circumstances.

SECTION 3.2 Severability of Provisions. Any provision of this Guaranty which
--------------------------
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction. Each Sponsor shall have an obligation to replace any invalid
provision by a valid provision which approximates best the economic purpose of
the invalid provision.

SECTION 3.3 Termination. The obligations of the Sponsors hereunder shall
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terminate on the earlier to occur of (i) the receipt by the Sponsors of written
notice from the Agent to the effect that Completion has occurred and (ii) the
day that AMD Saxonia has paid in full all obligations then owing, and all
obligations in respect of principal and interest, whether or not then owing,
under or arising out of the Loan Agreement and the Banks have no other or
further commitments under or arising out of the Loan Agreement.

SECTION 3.4 Binding on Successors, Transferees, and Assigns; Assignment of
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Guaranty. In addition to, and not in limitation of, Section 2.7, this Guaranty
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shall be binding upon the Sponsors and their respective successors, transferees,
and assigns, and shall inure to the benefit of the Security Agent, the Agent,
the Paying Agent, and each Bank, and their respective successors, transferees,
and assigns, and shall be enforceable by the Security Agent, for the benefit of
itself, the Agent, the Paying Agent, and each Bank and their respective
successors, transferees, and assigns (to the full extent provided pursuant to
Section 2.7), in each case subject to Section 26 of the Loan Agreement;
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provided, however, that neither Sponsor may assign any of its obligations
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hereunder without the prior written consent


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of the Security Agent. 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 realise the
practical benefits of such rights on behalf of the Secured Parties or the
limitation set forth in this sentence would otherwise materially adversely
affect the rights of the Secured Parties hereunder.

SECTION 3.5 Notice. All notices, demands, instructions, and other
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communications required or permitted to be given to or made upon any of the
Persons listed below 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
Guaranty on the day that such writing is delivered or sent to the intended
recipient thereof in accordance with the provisions of this Section 3.5. Unless
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otherwise specified in a notice sent or delivered in accordance with the
foregoing provisions of this Section 3.5, 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
Dr. Kulz-Ring 10
01067 Dresden
Attention: Direktion
Facsimile No.: (49) 351/489-1350


To the Agent:

Dresdner Bank AG, as Agent
Dr. Kulz-Ring 10
01067 Dresden
Attention: Direktion
Facsimile No.: (49) 351/489-1350


To AMD Inc.:

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


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To AMD Holding:

AMD Saxony Holding GmbH
Washingtonstrasse 16 A/B
01139 Dresden
Attention: Geschaftsfuhrer
Facsimile No.: (49) 351 8412 150


SECTION 3.6 Relationship to Other Agreements. The rights of the Agent and the
--------------------------------
Security Agent pursuant to this Guaranty 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
Paying Agent the Banks, and the Sponsors. Where such rights and remedies are in
conflict with the provisions of this Guaranty, the provisions of this Guaranty
shall prevail.

SECTION 3.7 Setoff. In addition to, and not in limitation of, any rights of
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the Security Agent, the Agent, or any Bank under applicable law, the Security
Agent, the Agent, the Paying Agent, and each Bank shall, upon the acceleration
of the Advances under the Loan Agreement following the occurrence any Event of
Default or upon the occurrence and during the continuance of any event with
respect to either Sponsor of the type described in Section 8.01(f) or (g) of the
--------------- ---
AMD Inc. 1996 Bank Credit Agreement, have the right to appropriate and apply to
the payment of the obligations of each of the Sponsors owing to it hereunder,
whether or not then due, and AMD Holding (but not AMD Inc.) hereby grants to the
Security Agent, the Agent, the Paying Agent, and each Bank a continuing security
interest (securing its obligations under this Guaranty) in, any and all of its
balances, credits, deposits, accounts, or moneys then or thereafter maintained
with the Security Agent, the Agent, the Paying Agent, or such Bank and any and
all property of every kind or description of or in the name of AMD Holding now
or hereafter, for any reason or purpose whatsoever, in the possession or control
of the Security Agent, the Agent, the Paying Agent, or such Bank, or any agent
or bailee for the Security Agent, the Agent, the Paying Agent, or such Bank.

SECTION 3.8 Governing Law; etc. This Guaranty and all rights and obligations
------------------
of the parties arising under or in connection herewith shall be governed by the
Laws of the Federal Republic of Germany.

SECTION 3.9 Jurisdiction. Each of the Sponsors hereby submits to the exclusive
------------
jurisdiction of the courts in Frankfurt am Main for any dispute arising out of
or in connection with this Guaranty. AMD Inc. states that Advanced Micro
Devices GmbH whose address is Rosenheimerstrasse 143b, 81671 Munich, Germany,
Attention: Legal Department, Tel.: +49 89 450 530, Fax: +49 89 406 490, Telex:
841523883, 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


11

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 3.10 Operative Document. This Guaranty is an Operative Document
------------------
executed pursuant to the Loan Agreement.

SECTION 3.11 Place of Performance and Payment. The place of performance and
--------------------------------
payment (Zahlungs-und Erfullungsort) under this Guaranty shall be Frankfurt am
Main.

SECTION 3.12 Use of English Language. This Guaranty has been executed in the
-----------------------
English language. All certificates, reports, notices, and other documents and
communications given or delivered pursuant to this Guaranty 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.



ADVANCED MICRO DEVICES, INC.


By /s/ Marvin D. Burkett
----------------------------------------

Its
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AMD SAXONY HOLDING GMBH


/s/ Marvin D. Burkett
-------------------------------------------


DRESDNER BANK AG,
as Agent and Security Agent

/s/ Dr. Hans-Jurgen Menzel /s/ Horst Oechsler
----------------------------------------------