AMD 2003 Annual Report Download - page 279

§ 18 Conditions Precedent
18.1 With the exception of the provisions of Sections 5.2, 18, 20, 21, 22, 23, and 24 which become effective upon the signature of this Agreement, this
Agreement is subject to the following conditions precedent:
18.1.1 announcement of exemption or clearance by the Federal Cartel Office, or expiry of the relevant waiting periods,
18.1.2 evidence of the granting of the EU approval of the subsidies according to Section 5;
18.1.3 consent of the competent bodies of the federal government to the federal/state guarantee securing the bank loans for Fab X;
18.1.4 consent and/or noting with approval, by the Budget and Finance Committee of Saxony,
18.1.5 provision of the overall financing, in which connection the Syndicated Loan Agreement with Dresdner Bank/Dresdner Kleinwort Wasserstein or another
replacement arranger/underwriter may include customary conditions to disbursement including, but not limited to the grant of the federal/state guarantee
and evidence of the granting of the EU approval of the subsidies according to Section 5;
18.1.6 legal opinion of the law office O’Melveny & Myers LLP confirming [***]*;
18.1.7 signing of the General Contractor Contract with M+W Zander Facility Engineering GmbH; and
18.1.8 the approval of the supervisory boards of Jenoptik AG and of M+W Zander Holding AG by December 15, 2003.
18.2 If the conditions set out in Sections 18.1.2 and 18.1.5 are not satisfied in whole or in part, AMD is entitled, but not obligated, to take over such portion of
the financing which is missing as a result thereof. In this event, the relevant condition shall be deemed to be satisfied. If the conditions stated in Section
18.1 have not been satisfied by December 31, 2004, even in consideration of Section 18.2, any later occurrence of the conditions shall be excluded.
* Confidential treatment has been requested pursuant to section IV.1.(c) of the Confidential Treatment Request dated March 9, 2004.
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Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004