AMD 2000 Annual Report Download - page 165

(iii) the affected Bank being subject to additional costs which arise from
its commitment under the Facility,
such Bank shall be entitled to inform AMD Saxonia through the Agent. AMD
Saxonia shall then be obliged on request and irrespective of whether
advances made are repaid to the affected Bank to pay such amount to the
Paying Agent for the account of the affected Bank as is demonstrated to be
necessary to compensate the affected Bank for the relevant increase in
costs or reduction of payment. The foregoing shall apply only to the extent
that the affected Bank has informed AMD Saxonia, via the Agent, of the
relevant circumstance in respect of paragraphs (i) to (iii).
11.2 An increase in costs or reduction of payment referred to in (S) 11.1 does
not include:
(i) any tax on overall net income of any Bank or a branch thereof;
(ii) any tax required to be deducted or withheld from any amount payable
by AMD Saxonia which AMD Saxonia has paid in accordance with (S) 13;
(iii) any amount relating to any reserve amount, special deposits, equity,
cost ratio, liquidity or capital adequacy requirement or any other
form of banking or monetary control resulting from any law or
regulation in effect at the date of this Agreement.
11.3 For as long as the circumstances referred to in 11.1 above continue, AMD
Saxonia shall be entitled by written notice to the Paying Agent, with a
copy to the Agent, to repay all outstanding advances made by the affected
Bank on thirty days notice expiring at the end of an interest period and to
cancel the Facilities only as they relate to the affected Bank.
(S) 12
Indemnity
12.1 Without prejudice in particular to the provisions of (S) 6.7, (S) 7.5, (S)
10 and (S) 11, AMD Saxonia shall be obliged to hold harmless from and to
indemnify each Bank and the Paying Agent on demand in respect of all
losses, obligations, damage, costs and expenses (including loss of profit)
under or arising out of this Agreement which are suffered by a Bank or the
Paying Agent as result of:
(i) the occurrence of circumstances which entitle the Banks to terminate
this Agreement or breach by AMD Saxonia of its obligations under
this Agreement;
(ii) the failure to draw down funds under the Facilities following a
Drawdown Notice;
(iii) any amounts prepaid otherwise than in accordance with the terms of
this Agreement (in particular also pursuant to (S) 10 and (S) 11).
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001