AMD 2000 Annual Report Download - page 163

satisfy on its behalf all obligations of, and to discharge all claims
against it (including those arising under extended retention of title
clauses), at the expense of AMD Saxonia. AMD Saxonia waives its rights
pursuant to (S) 267 II BGB and undertakes to reimburse the Agent promptly
after request by the Agent all reasonable costs and expenses which the
Agent may have incurred in connection with the exercise of its rights to
satisfy obligations and discharge claims as aforesaid.
(S) 9
Illegality
If it becomes illegal or unlawful pursuant to domestic or foreign legislation or
it becomes contrary to any requirement of any domestic or foreign authority or
public body for any Bank to comply with its outstanding obligations - in whole
or in part - under this Agreement such Bank may immediately after it has become
aware thereof inform AMD Saxonia through the Agent. After receipt of such
notification, the Facilities made available by the relevant Bank affected by the
illegality or unlawfulness shall be cancelled without notice or on such
reasonable notice as may be determined by the relevant Bank and specified in the
notification referred to, as the case may be. In such case, AMD Saxonia shall
repay to the Paying Agent for distribution to the relevant Bank all outstanding
amounts under the affected Facilities at the date such notice becomes effective,
together with accrued interest and all other amounts due at the date of such
notice.
(S) 10
Market Disruption; Alternative Method of Calculation
10.1 The Paying Agent shall immediately notify AMD Saxonia and the Banks if any
of the following events occur in relation to any interest period:
(i) the Paying Agent, after consultation with the Reference Banks,
determines that due to circumstances affecting the London interbank
market, the LIBOR rate or the reference rate cannot be adequately
and reasonably determined; or
(ii) in the case of a LIBOR rate, no interest rate for the relevant
interest period appears on the Telerate Monitor and less than two
(2) Reference Banks provide the Paying Agent with a LIBOR rate or in
the case of the reference rate, less than two Reference Banks
provide the Paying Agent with a reference rate; or
(iii) a majority of Banks, as determined pursuant to (S) 22.5, inform the
Paying Agent (with a copy to the Agent) that in respect of the
relevant interest period no DM funds in the required amount are
available in the London interbank market or that the average of the
LIBOR-rates appearing on the Telerate Monitor do not adequately
reflect the cost to such Banks of making or maintaining their
respective participations in the relevant advance for such interest
period.
30
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001