AMD 1994 Annual Report Download - page 85

contract with any of its other Affiliates unless such arrangement or contract is
fair and equitable to Guarantor or such Subsidiary and is an arrangement or
contract of the kind which would be entered into by a prudent Person in the
position of Guarantor or such Subsidiary with a Person which is not one of its
Affiliates.
SECTION 4.2.10 Negative Pledges, Restrictive Agreements, etc. Except as
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provided in this Guaranty, Guarantor will not, and Guarantor will not permit any
of its Subsidiaries to, enter into any agreement prohibiting or restricting:
(a) the creation or assumption of any Lien upon its properties,
revenues or assets, whether now owned or hereafter acquired; or
(b) the ability of either Guarantor or Lessee to amend or otherwise
modify this Guaranty or the Leases; or
(c) the ability of any Subsidiary to make any payments, directly or
indirectly, to either Guarantor or Lessee by way of dividends,
distributions, advances, repayments of loans or advances, reimbursements of
management and other intercompany charges, expenses and accruals or other
returns on investments, or any other agreement or arrangement which
restricts the ability of any such Subsidiary to make any payment, directly
or indirectly, to either Guarantor or Lessee.
Notwithstanding the foregoing, the restrictions set forth in subsection
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4.2.10(a) above shall not be applicable to any agreement governing any
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Indebtedness permitted by (i) clause (b) of Section 4.2.1 as in effect on the
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date of the Original Guaranty, (ii) clause (c) of Section 4.2.1 as to the assets
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financed with the proceeds of such Indebtedness, or (iii) clause (f) of Section
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4.2.1 as to assets other than the Property. The restriction set forth in
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subsection 4.2.10(b) above shall not be applicable to Section 7.17 of the Bank
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of America Credit Agreement as such Section 7.17 was in effect on January 4,
1993. The restriction set forth in subsection 4.2.10(c) above shall not be
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applicable to Section 7.05 of the Bank of America Credit Agreement as such
Section 7.05 was in effect on January 4, 1993.
SECTION 4.2.11 Fees. Guarantor will pay or cause to be paid all
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investment banking, broker's or finder's fees and commissions with respect to
the transactions contemplated by the Operative Agreements.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995