AMD 2000 Annual Report Download - page 167

(S) 13
No Deductions or Withholdings
13.1 All sums payable by AMD Saxonia under this Agreement shall be paid in full
without set off or withholding in respect of tax or other deductions. The
right to set off or the enforcement of any rights of retention or other
claims is hereby excluded. To the extent that AMD Saxonia or a third party
is obliged by law to make deductions or withholdings or to retain money for
tax or other reasons, AMD Saxonia shall be obliged to make a payment of the
difference together with the relevant amount in such additional amount as
will ensure that the relevant Bank or the Paying Agent (as applicable)
receives the full amount which would otherwise have been received by it if
the relevant deduction or withholding had not been made. AMD Saxonia shall
be obliged to furnish the Paying Agent, with a copy to the Agent,
immediately with copies of all the relevant documents confirming that the
amount deducted or withheld has been paid to the relevant tax or other
authority in the full amount.
13.2 If AMD Saxonia becomes aware that deductions or withholdings within the
meaning of 13.1 are required, AMD Saxonia shall notify the Paying Agent,
with a copy to the Agent, immediately giving details and information
relating to the relevant regulations.
13.3 If any Bank receives the benefit of a tax credit or a relief or remission
of tax resulting from the receipt of any additional amount under (S) 13.1
such Bank shall promptly reimburse to AMD Saxonia such part of that benefit
as will leave such Bank after such payment in no more and no less
favourable a position than would have applied if no such benefit or relief
had been received. The relevant Bank shall be obliged to take all
reasonable steps to claim such credit, relief or remission from or against
its tax liabilities even if this results in an obligation to make a
reimbursement to AMD Saxonia. The Banks shall not, however, be obliged to
permit AMD Saxonia to inspect its books in connection with the obligation
referred to above nor to take any particular steps in relation to their tax
affairs.
13.4 No additional amount will be payable to a Bank under (S) 13.1 to the extent
that such additional amount becomes payable as a result only of a change in
the Lending Office of the relevant Bank, unless (i) such change is
requested by AMD Saxonia, or (ii) under the relevant laws, regulations,
treaties or rules in effect at the time of the change in Lending Office,
such additional amount would not have been payable.
13.5 If AMD Saxonia is obliged to pay an additional amount under (S)13.1, AMD
Saxonia may prepay in whole (but not in part) (without prejudice to (S)
12.1) the amount made available to it under this Agreement by the affected
Bank, on AMD Saxonia giving not less than five Banking Days' prior written
notice to the Paying Agent (with a copy to the Agent) and the affected
Bank, provided that such notice is given within thirty (30) days of AMD
Saxonia becoming aware that it would be obliged to pay such amount;
prepayments under this (S)13.5 shall not be permitted after the expiry of
such period. The liability of such Bank to make any further advances
available to AMD Saxonia shall be cancelled on the giving of such notice.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001