AMD 2000 Annual Report Download - page 183

21.2 There shall be good cause for termination within the meaning of the
aforesaid (S) 21.1 and of (S) 19 of the General Terms and Conditions of the
Agent, in particular, if any of the following events has occurred and is
continuing and if in the opinion of the Banks, exercising the standard of
care customary in commercial relations, the legal or risk position of the
Banks is materially adversely affected thereby:
(i) AMD Saxonia shall be in default in any payment of interest or
principal under this Agreement for more than three months;
(ii) the information provided by AMD Saxonia in respect of its financial
position is incorrect or incomplete in any material respect;
(iii) AMD Saxonia, AMD Inc. or AMD Holding ceases payment of its creditors
or composition, insolvency or similar proceedings are applied for in
respect of all of the assets of AMD Saxonia, AMD Inc. or AMD Holding
or a material part of the assets of AMD Saxonia, AMD Inc. or AMD
Holding are subject to mandatory attachment - and which in the case
of involuntary proceedings or attachment against AMD Inc. have not
been fully discharged within 60 days - or AMD Saxonia, AMD Inc.or
AMD Holding enters into negotiations with respect to any extra-
judicial composition proceedings;
(iv) AMD Saxonia, AMD Holding or AMD Inc. are in default of any payment
due to the Banks pursuant to the Sponsors's Support Agreement or any
other Operative Document for more than five (5) Banking Days
following receipt of written notice of default;
(v) the Facilities are not used for the purposes set out in (S) 3;
(vi) any representation and warranty pursuant to (S) 15 including any
deemed repetition thereof, was incorrect in any material respect at
the time it was given;
(vii) any condition precedent for utilisation of the Facilities pursuant
to (S) 5 subsequently ceases to be complied with without the
previous consent of the Banks;
(viii) any of the obligations or covenants pursuant to (S)(S) 17 or 18 are
breached, whether or not as a result of action by AMD Saxonia, and
cannot be complied with or remedied or, to the extent the breach is
capable of remedy, the breach is not remedied within seven (7)
Banking Days after the Agent has given AMD Saxonia written notice
thereof;
(ix) AMD Holding or AMD Inc. does not comply with any material provision
of the Sponsors' Support Agreement, the Sponsors' Loan Agreement in
the form set out in Schedule 29, as amended, the Revolving Loan
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Facility Agreement or of the other Operative Documents to which it
is a party and, to the extent, the breach is capable of remedy, and,
is not remedied within seven (7) Banking Days after the Agent has
given written notice thereof; Articles I and III and
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001