MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway

Exhibit 10.2

MORGAN STANLEY SENIOR FUNDING, INC.

1585 Broadway

New York, New York 10036

July 23, 2006

Advanced Micro Devices, Inc.

One AMD Place

Sunnyvale, CA 94088

Project Los Angeles

Commitment Letter

$2,500,000,000 Senior Secured Term Loan Facility

Ladies and Gentlemen:

Advanced Micro Devices, Inc. (“you” or the “Borrower”) have advised Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”) regarding the proposed acquisition by you of all of the outstanding capital stock of a publicly traded company code-named “San Antonio” (the “Company”) pursuant to an acquisition agreement between the Borrower and the Company (the “Purchase Agreement”) whereby the Borrower shall form and organize a direct or indirectly wholly owned subsidiary organized under the laws of Canada or any province thereof which will acquire the outstanding capital stock of the Company (the “Acquisition”). The Acquisition and the equity and debt financings contemplated hereby are collectively referred to as the “Transaction”.

As described on Schedule I to the Fee Letter (defined below), we understand that you currently contemplate that the funding required to effect the Transaction, to pay the fees and expenses incurred in connection therewith and to provide for the ongoing working capital and general corporate needs of the Borrower and its subsidiaries shall be provided solely from (i) $1,238,000,000 of common equity (the “New Equity”) of the Borrower to be issued to shareholders of the Company, (ii) the incurrence by the Borrower of a senior secured financing which will be in the form of a “term loan B” facility in the amount of $2,500,000,000 (the “Term Loan Facility” or the “Facility”) and (iii) aggregate cash on hand at the Borrower and the Company equal to $1,696,000,000 plus the amount of transaction fees and expenses incurred in connection with the Transactions (other than fees payable to MS in connection with the Transaction).

Morgan Stanley & Co., Incorporated (“MS”) has also delivered to you a separate engagement letter dated the date hereof (the “Engagement Letter”) setting forth the terms on which MS is willing to act in the capacities set forth therein in connection with any Financing Transaction (as defined in the Engagement Letter) that may be consummated at any time up to the first anniversary of the closing date of the Transaction.

We are pleased to commit to provide 100% of the Term Loan Facility subject to and on the terms and conditions set forth herein and in the summary of terms and conditions attached as Annex I (the “Summary of Terms”). Subject to the following two sentences, it is understood that (i) MS shall act as sole arranger and sole bookrunner for the Term Loan Facility (in such capacity, the “Senior Sole Arranger”) and (ii) Morgan Stanley shall act as administrative agent for the Term Loan Facility (in such

capacity, the “Senior Administrative Agent”). It is further understood that Morgan Stanley shall be permitted to designate one or more financial institutions as agents or co-agents, as the case may be, with respect to the Term Loan Facility in its sole discretion, and that no titles may be given, or compensation paid, to lenders in respect of the Term Loan Facility without Morgan Stanley’s consent; provided that you may appoint two additional agents with respect to the Term Loan Facility so long as (i) such additional agents assume no more than an aggregate of 40% of the commitment for the Term Loan Facility and (ii) such additional agents become party to this letter no later than the fifth business day following the public announcement of the Acquisition. If two additional agents are appointed, both MS and such additional agents may act as bookrunners for the Term Loan Facility. MS or Morgan Stanley will have “left” placement in any and all marketing materials or other documentation in connection with the Term Loan Facility. Fees payable to the syndicate for the Term Loan Facility shall be payable from the amounts payable to Morgan Stanley and any other agents as described in the fee letter (the “Fee Letter”) executed simultaneously herewith.

Morgan Stanley reserves the right, prior to or after execution of the definitive credit documentation for the Term Loan Facility, to syndicate all or part of its commitment for the Term Loan Facility to one or more lending institutions (which lending institutions shall be reasonably satisfactory to you (such consent not to be unreasonably withheld or delayed)) that will become parties to the appropriate definitive credit documentation pursuant to a syndication in respect of the Term Loan Facility to be managed by Morgan Stanley; provided, however that Morgan Stanley and the other two agents appointed by you pursuant to the paragraph above who become party to this letter shall not be relieved of their obligations to provide the Term Loan Facility until the Term Loan Facility is closed. Morgan Stanley shall commence syndication efforts promptly after the execution of this letter by you and you agree actively to assist Morgan Stanley in achieving a syndication in respect of the Term Loan Facility that is satisfactory to Morgan Stanley. Such syndication will be accomplished by a variety of means, including direct contact during the syndication for the Term Loan Facility between your senior management and advisors and senior management and advisors of the Company and the proposed syndicate members for the Term Loan Facility (such members in respect of the Term Loan Facility being referred to as the “Senior Lenders” or the “Lenders”). To assist Morgan Stanley in its syndication efforts, you hereby agree (a) to provide and cause your advisors to provide, and to use your commercially reasonable efforts to cause the Company and its advisors to provide, Morgan Stanley and the other relevant syndicate members upon request with all information reasonably deemed necessary by Morgan Stanley to complete syndication, including but not limited to information and evaluations prepared by you and your advisors or on your behalf relating to the transactions contemplated hereby, (b) to assist Morgan Stanley upon request in the preparation of an Information Memorandum to be used in connection with the syndication of the Term Loan Facility, (c) to use your commercially reasonable efforts to ensure that the syndication efforts of Morgan Stanley benefit materially from your and the Company’s existing lending relationships, (d) to make available your senior officers and representatives from time to time and to attend and make presentations regarding the business and prospects of the Borrower and its subsidiaries, including the Company and its subsidiaries, at a meeting or meetings of Senior Lenders or prospective Senior Lenders and (e) to obtain ratings (prior to the commencement of syndication) for the Term Loan Facility from Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”). You hereby agree that the general bank meeting in respect of the Term Loan Facility shall be held no later than 30 days prior to the consummation of the Acquisition. In addition, you agree that no financing for you or any of your respective subsidiaries or affiliates (other than the AMD Fab 36 LLC & Co. KG (“Fab 36”) credit facility previously disclosed to Morgan Stanley) shall be syndicated, privately placed or publicly offered to the extent that such financing could reasonably be expected to have an adverse effect on the syndication of the Term Loan Facility.

Please note, however, that the terms and conditions of this commitment are not limited to those set forth in the Summaries of Terms provided that the conditions to funding of the Term Loan

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Facility are limited to the conditions described herein and in the Summary of Terms. Those matters that are not covered or made clear herein or in the Summaries of Terms are subject to mutual agreement of the parties. The terms and conditions of this commitment may be modified only in writing. In addition, this commitment is subject to (a) the preparation, execution and delivery of mutually acceptable loan documentation for each Facility, including a credit agreement incorporating substantially the terms and conditions outlined herein and in the Term Loan Facility Summary of Terms (the “Senior Credit Agreement”), (b) (x) except (i) as set forth in the disclosure letter delivered to the Borrower by the Company prior to the date hereof or (ii) as disclosed in the forms, reports and documents, including financial statements, annual information forms, material change reports and management proxy circulars (collectively, the “Reports”) filed or furnished by the Company under the applicable securities laws prior to July 23, 2006, for the period from August 31, 2005 to July 22, 2006 there has been no change in the financial condition, business, operations, results of operations, properties, assets or liabilities of the Company and its subsidiaries or any development or combination of developments that, individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect (as defined below), (y) except (i) as set forth in the disclosure letter delivered to the Company by the Borrower prior to the date hereof or (ii) as disclosed in the Reports filed or furnished by the Borrower under the applicable securities laws prior to July 23, 2006, for the period from December 25, 2005 to July 22, 2006 there has been no change in the financial condition, business, operations, results of operations, properties, assets or liabilities of the Borrower and its subsidiaries or any development or combination of developments that, individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect (as defined below) and (z) since July 23, 2006, there has been no effect, change or development that, individually or in the aggregate with other such effects, changes or developments, has had, or could reasonably be expected to have, a Material Adverse Effect, (c) Morgan Stanley’s reasonable satisfaction with the capital and ownership structure of the Borrower, the Company and their subsidiaries (it being understood and agreed that the capital and ownership structure reflected in the Purchase Agreement dated as of the date hereof is satisfactory to Morgan Stanley) and (d) the accuracy and completeness of all representations that you make to us and all information that you furnish to us in connection with this commitment, taken as a whole, and your compliance with the terms of this Commitment Letter. Morgan Stanley’s commitment set forth in this Commitment Letter will terminate on the earliest of (i) consummation of the Acquisition or another transaction or series of transactions in which you or any of your affiliates acquire, directly or indirectly, all of the capital stock of the Company, (ii) termination of the Purchase Agreement and (iii) 5:00 p.m. (New York City time) on February 24, 2007, unless the Transaction closes on or before such date. Furthermore, if Morgan Stanley discovers information (whether as a result of the performance of Morgan Stanley’s ongoing business due diligence or otherwise) materially inconsistent with information provided as of the date hereof or not known to it on the date of this letter which Morgan Stanley reasonably believes is materially negative information with respect to the Transaction or the condition (financial or otherwise), business, properties, operations, results of operations, performance, assets, liabilities (contingent or otherwise) or value of the Borrower, the Company and their subsidiaries taken as a whole, Morgan Stanley may, in its sole discretion suggest alternative financing amounts or structures that assure adequate protection for the Lenders. For purposes of this Commitment Letter, “Material Adverse Effect” shall mean a change, effect, event, occurrence, state of facts or development that, individually or in the aggregate with other such changes, effects, events, occurrences, states of facts or developments, is both material and adverse with respect to the financial condition, business, operations, results of operations, properties, assets or liabilities of the Borrower, the Company and their subsidiaries taken as a whole; provided, however, that to the extent any effect, event, occurrence, state of facts or development is caused by or results from any of the following, it shall not be taken into account in determining whether there has been (or whether there could reasonably be expected to be) a Material Adverse Effect: (A) conditions affecting the United States or Canadian economy generally, (B) conditions generally affecting the industries in which the Borrower or the Company conduct business, (C) any direct or indirect actions of Nvidia Corporation or Intel Corporation, (D) (x) with respect to the Company, conditions directly caused by the actions of the Borrower or resulting from

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actions taken in accordance with a request or the consent of the Borrower made after the date hereof and (y) with respect to the Borrower, conditions directly caused by the actions of the Company or resulting from actions taken in accordance with a request or the consent of the Company made after the date hereof, (E) any delays or cancellation of orders caused by the announcement of the Purchase Agreement, (F) any change in the market price or trading volume of securities or failure by the Borrower or Company to meet published securities analyst estimates (but not the underlying causes thereof), (G) material worsening of market conditions caused by acts of terrorism or war occurring after the date hereof, (H) any stockholder litigation arising from allegations of breach of fiduciary duty relating to the Purchase Agreement, and (I) any losses of employees of the Company or the Borrower caused by the announcement of the Purchase Agreement. Notwithstanding anything in this Commitment Letter, the Summary of Terms, the Fee Letter, the documentation of the Term Loan Facility or any other letter agreement or other undertaking concerning the financing of the Transaction to the contrary, (i) the only representations relating to the Company, its subsidiaries and its businesses the making and accuracy of which shall be a condition to availability of the Term Loan Facility on the Closing Date shall be (A) such of the representations made by the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower has the right to terminate its obligations under the Purchase Agreement as a result of a breach of such representations in the Purchase Agreement and (B) the Specified Representations (as defined below) and (ii) the terms of the Term Loan Facility documentation shall be in a form such that they do not impair availability of the Term Loan Facility on the Closing Date if the conditions set forth herein and in the Summaries of Terms are satisfied. “Specified Representations” means the representations and warranties of the Borrower relating to corporate power and authority, the enforceability of the documentation of the Term Loan Facility, security interests, Federal Reserve margin regulations, the Investment Company Act, no material violation by the Term Loan Facility of organizational documents, agreements, instruments or law, solvency, effectiveness of material regulatory and governmental approvals for the Term Loan Facility, no litigation purporting to materially adversely affect the Term Loan Facility and status of the Term Loan Facility as senior debt.

To induce Morgan Stanley to issue this letter and to continue with its due diligence efforts, you hereby agree that all reasonable out-of-pocket fees and expenses (including the reasonable fees and expenses of one counsel (in addition to one local counsel in each relevant jurisdiction) and those consultants which have been retained in consultation with AMD) of Morgan Stanley and its affiliates arising in connection with this letter (and its due diligence and syndication efforts in connection herewith) and in connection with the Term Loan Facility and the other transactions described herein shall be for your account, whether or not the Transaction is consummated, the Term Loan Facility is made available or definitive credit documents are executed in connection with the Term Loan Facility. In addition, you hereby agree to pay when and as due the fees described in the Fee Letter.

You further agree to indemnify and hold harmless each of the Lenders (including, in any event, Morgan Stanley) and each director, officer, employee and affiliate thereof (each an “Indemnified Person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever which may be incurred by or asserted against or involve any such Indemnified Person as a result of or arising out of or in any way related to or resulting from this letter, the Transaction, the extension or syndication of the Term Loan Facility contemplated by this letter, or in any way arise from any use or intended use of this letter or the proceeds of the Term Loan Facility contemplated by this letter, and you agree to reimburse each Indemnified Person upon demand for any legal or other out-of-pocket expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether or not Morgan Stanley or any such other Indemnified Person is a party to any action or proceeding out of which any such expenses arise); provided, however, that you shall not have to indemnify any Indemnified Person against any loss, claim, damage, expense or liability determined by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or

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willful misconduct of such Indemnified Person. This letter is issued for your benefit only and no other person or entity may rely hereon. Neither Morgan Stanley nor any Lender shall be responsible or liable to you, the Company or any other person for consequential damages which may be alleged as a result of this letter.

Morgan Stanley reserves the right to employ the services of its affiliates in providing services contemplated by this letter and to allocate, in whole or in part, to such affiliates certain fees payable to Morgan Stanley in such manner as Morgan Stanley and such affiliates may agree in their sole discretion. You acknowledge that Morgan Stanley may share with any of its affiliates, and such affiliates may share with Morgan Stanley, any information related to the Transaction, the Borrower, the Company, any of their subsidiaries or any of the matters contemplated hereby in connection with the Transaction, provided that such affiliates agree to the same confidentiality protections afforded by Morgan Stanley herein.

The provisions of the immediately preceding three paragraphs shall survive any termination of this letter.

You represent and warrant that (a) all information (other than the Projections referred to below) (the “Information”) that has been or will hereafter be made available by or on behalf of you or by any of your representatives in connection with the Transaction and the other transactions contemplated hereby to Morgan Stanley or any of its affiliates or representatives or to any Lender or any potential Lender is, or in the case of Information made available after the date hereof, will be on the date provided complete and correct in all material respects taken as a whole and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were or are made and (b) all financial projections (the “Projections”), if any, that have been or will be prepared by you or on your behalf or by any of your representatives and made available to Morgan Stanley or any of its affiliates or representatives or to any Lender, any potential Lender in connection with the Transaction and the other transactions contemplated hereby have been or will be prepared in good faith based upon reasonable assumptions (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond your control, and that no assurance can be given that any particular projections will be realized). You agree to supplement the Information and Projections from time to time so that the representations and warranties contained in this paragraph remain complete and correct.

In issuing this commitment, Morgan Stanley is relying on the accuracy of the information (other than Projections, forward looking information and information of a general economic or general industry nature) furnished to it by you or on your behalf or by or on behalf of the Company (to the extent furnished prior to the date hereof, collectively, the “Pre-Commitment Information”). The obligations of Morgan Stanley under this Commitment Letter and of any Lender that issues a commitment for the Term Loan Facility are made solely for your benefit and may not be relied upon or enforced by any other person or entity.

You are not authorized to show or circulate this letter to any other person or entity (other than (i) to your legal advisors in connection with your evaluation hereof, (ii) to the Company and its legal and financial advisors and (iii) as required by law or stock exchange requirements) until such time as you have accepted this letter as provided in the immediately succeeding paragraph. If the letter is not accepted by you as provided in the immediately succeeding paragraph, you are to immediately return this letter (and any copies hereof) to the undersigned. This letter may be executed in any number of counterparts, and by the different parties hereto on separate counterparts, each of which counterpart shall be an original, but all of which shall together constitute one and the same instrument.

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You acknowledge that Morgan Stanley may provide debt financing, equity capital or other services (including financial advisory services) to parties whose interests regarding the transactions described herein or otherwise may conflict with your interests. Consistent with Morgan Stanley’s policy to hold in confidence the affairs of its clients, Morgan Stanley will not furnish confidential information obtained from you or your affiliates to any of its other clients. Furthermore, Morgan Stanley will not use in connection with the transactions contemplated hereby, or furnish to you, confidential information obtained by Morgan Stanley from any other person.

If you are in agreement with the foregoing, please sign and return to Morgan Stanley (including by way of facsimile transmission) the enclosed copy of this letter, together with the Fee Letter, no later than 11:59 pm, New York time, on July 23, 2006. Our commitment set forth in this letter shall terminate at the time and on the date referenced in the immediately preceding sentence unless this letter, the Engagement Letter and the Fee Letter are executed and returned by you as provided in such sentence. Upon your acceptance hereof and of the Engagement Letter and Fee Letter, this Commitment Letter, Engagement Letter and Fee Letter shall be a binding agreement between us.

This letter, the Engagement Letter and the Fee Letter shall be governed by, and construed in accordance with the laws of the State of New York, and any right to trial by jury with respect to any claim, action, suit or proceeding arising out of or contemplated by this letter and/or the related Fee Letter is hereby waived. The parties hereto hereby submit to the non-exclusive jurisdiction of the federal and New York State courts located in the City of New York in connection with any dispute related to this letter, the Engagement Letter or the Fee Letter or any matters contemplated hereby or thereby. Delivery of an executed counterpart of a signature page to this Commitment Letter, the Engagement Letter or the related Fee Letter by telecopier shall be effective as delivery of a manually executed counterpart of this Commitment Letter, Engagement Letter or the related Fee Letter, as the case may be.

We hereby notify you that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “Patriot Act”), we are required to obtain, verify and record information that identifies you, which information includes names and addresses and other information that will allow us to identify you in accordance with the Patriot Act.

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Agreed to and Accepted this

23rd day of July, 2006

ADVANCED MICRO DEVICES, INC.

ANNEX I

SUMMARY OF CERTAIN TERMS AND CONDITIONS*

$2,500,000,000 SENIOR SECURED TERM LOAN FACILITY

I. The Parties

II. Description of Term Loan Facility

III. Terms Applicable to the Term Loan Facility

I-1

I-2

I-3

I-4

I-5

I-6

I-7

EXHIBIT A TO

ANNEX I

Pledged Subsidiaries

ANNEX II

CONDITIONS PRECEDENT

$2,500,000,000 SENIOR SECURED TERM LOAN FACILITY

[Capitalized terms not otherwise defined herein have the same meanings as

specified therefor in the Commitment Letter to which this Annex II is attached]

II-1

II-2

II-3