AMD 1994 Annual Report Download - page 309

such Bank's or such corporation's policies with respect to capital adequacy and
such Bank's desired return on capital) determines that the amount of such
capital is increased as a consequence of its loans, credits or obligations under
this Agreement, then, upon demand of such Bank (with a copy to the
Administrative Agent), the Company shall immediately pay to the Banks from time
to time as specified by the Bank, additional amounts sufficient to compensate
the Bank for such increase.
3.4 Funding Losses. The Company agreed to reimburse each Bank and to
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hold each Bank harmless from any loss, cost or expense which the Bank may
sustain or incur as a consequence of:
(a) any failure of the Company to make any payment or prepayment of
principal of any Offshore Rate Loan (including payments pursuant to subsection
2.6(b) or payments made after any acceleration thereof);
(b) any failure of the Company to borrow, continue or convert a Loan
after the Company has given (or is deemed to have given) a notice of borrowing
pursuant to Section 2.3 or a Notice of Conversion/Continuation;
(c) any failure of the Company to make any prepayment after the
Company has given a notice in accordance with Section 2.5;
(d) any prepayment of an Offshore Rate Loan on a day which is not the
last day of the Interest Period with respect thereto; or
(e) any conversion of any Offshore Rate Loan to a Base Rate Loan on a
day that is not the last day of the respective Interest Period pursuant to
Section 2.4;
including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its Offshore Rate Loans hereunder or from
fees payable to terminate the deposits from which such funds were obtained.
Solely for purposes of calculating amounts payable by the Company to the Banks
under this Section 3.4, each Offshore Rate Loan made by a Bank (and each related
reserve, special deposit or similar requirement) shall be conclusively deemed to
have been funded at the interbank rate used in determining the Offshore Rate for
such Offshore Rate Loan by a matching deposit or other borrowing in the
interbank eurodollar market for a comparable amount and for a comparable period,
whether or not such Offshore Rate Loan is in fact so funded.
3.5 Inability to Determine Rates. If the Majority Banks shall have
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determined that for any reason adequate and reasonable
35.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995