AMD 2000 Annual Report Download - page 160

purpose, the reinvestment rate for the remaining term and/or the
remaining term of the Interest Period is capital market rate
corresponding to the offered rate for German
Pfandbriefe/Kommunalobligationen (Inhaberschuldverschreibungen) of an
equivalent maturity in the interbank market, determined in accordance
with (S) 6.1. The difference in interest rates shall be discounted to net
present value at a discount rate equivalent to the reinvestment rate. The
Banks shall be entitled to make a claim for any loss incurred by them
which is higher. AMD Saxonia shall have the right to prove that damages
have not been incurred or not in the amount claimed. All notices in
relation to a prepayment shall be irrevocable.
(S) 8
Security
8.1 The Facilities are secured by the 65/35 Guaranty in the form known to the
Banks and AMD Saxonia, as set out in Schedule 24 including in particular
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deeds of guaranty in the form set out in the specimen annexed thereto. A
copy of the Guaranty Decision is also set out in Schedule 24 and the
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terms of such Decision constitute a material term of this Agreement. All
terms and conditions of the Guaranty Decision to be incorporated herein
are hereby agreed by the parties notwithstanding that the same are not
expressly set out in this Agreement; this shall apply in particular to
the obligation to agree to amendments to this Agreement only with the
consent of the Guarantors. AMD Saxonia undertakes to observe and comply
with all relevant conditions of the Guaranty Decision directly applicable
to it and to do all things to enable AMD Inc. to observe and comply with
all obligations encumbent on it in connection with the Guaranty Decision.
The Guarantors are entitled to appoint authorised representatives for the
purpose of administering the 65/35 Guaranty. In addition, AMD Saxonia
shall grant, or procure that there is granted, in favour of the Banks and
the Security Agent the following security as security for all claims of
the Banks as well as any potential claims of the Guarantors arising under
or in connection with this Agreement:
8.1.1 a joint and several guaranty by the Sponsors in an amount of up to the
greater of (i) thirty five per cent. (35%) of all amounts outstanding
under this Agreement, and (ii) DM 217,500,000, in each case plus interest
thereon and costs and expenses, but subject to a maximum amount of DM
600,000,000, as set out in the Sponsors' Guaranty in the form of Schedule
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32, as amended;
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8.1.2 a subordination agreement between AMD Saxonia, the Sponsors, the Agent
and the Security Agent, in the form set out in Schedule 30;
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8.1.3 a guaranty by AMD Inc. of obligations of AMD Holding under certain
Operative Documents, in the form set out in Schedule 27;
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8.1.4 a pledge of all shares in AMD Holding held by AMD Inc. in the form set as
out in Schedule 41;
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8.1.5 a subordination agreement between AMD Holding, AMD Inc., the Agent and
the Security Agent, in the form set out in Schedule 42.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001