AMD 1994 Annual Report Download - page 310

means do not exist for ascertaining the Offshore Rate for any requested Interest
Period with respect to a proposed Offshore Rate Loan or that the Offshore Rate
applicable pursuant to subsection 2.7(a) for any requested Interest Period with
respect to a proposed Offshore Rate Loan does not adequately and fairly reflect
the cost to such Banks of funding such Loan, the Administrative Agent will
forthwith give notice of such determination to the Company and each Bank.
Thereafter, the obligation of the Banks to make or maintain Offshore Rate Loans
hereunder shall be suspended until the Administrative Agent upon the instruction
of the Majority Banks revokes such notice in writing. Upon receipt of such
notice, the Company may revoke any notice of borrowing or Notice of
Conversion/Continuation then submitted by it. If the Company does not revoke
such notice, the Banks shall make, convert or continue the Loans, as proposed by
the Company, in the amount specified in the applicable notice submitted by the
Company, but such Loans shall be made, converted or continued as Base Rate Loans
instead of Offshore Rate Loans.
3.6 Certificates of Banks. Any Bank claiming reimbursement or
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compensation pursuant to this Article III shall deliver to the Company (with a
copy to the Administrative Agent) a certificate setting forth in reasonable
detail the amount payable to the Bank hereunder and such certificate shall be
conclusive and binding on the Company in the absence of manifest error.
3.7 Survival. The agreements and obligations of the Company in this
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Article III shall survive the payment of all other Obligations.
ARTICLE IV
CONDITIONS PRECEDENT
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4.1 Effective Date; Conditions to Funding Date. This Agreement shall
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be effective when executed by the Company, the Administrative Agent and each of
the Banks. The obligation of each Bank to make its Loan hereunder is subject to
the condition that the Administrative Agent shall have received on or before the
Funding Date all of the following, in form and substance satisfactory to the
Administrative Agent, each Bank and their respective counsel and in sufficient
copies (except for the Notes) for each Bank:
(a) Term Loan Agreement. This Agreement, executed by the Company,
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the Administrative Agent and each of the Banks;
(b) Notes. A Note, executed by the Company in favor of each Bank
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and dated the Funding Date;
36.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995