AMD 2000 Annual Report Download - page 188

cases with such notice as is appropriate to the urgency of the matter.
Meetings shall take place in Frankfurt am Main or such other location as
is mutually agreed. Resolutions may be passed by way of written
resolution if in the Agent's opinion, given the nature of the matter to
be determined, a written resolution is appropriate and the Banks do not
decline a written resolution procedure pursuant to the majority of Banks
(in accordance with (S) 22.6).
22.5 Each Bank shall have voting rights corresponding to the amounts drawn
under the commitments made available by it, or if the Facilities have
not been drawn, corresponding to its respective commitment pursuant to
(S) 2.1 and Schedule 1. Only those Banks represented in meetings -
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including Banks authorised by written proxy on behalf of other Banks -
shall be entitled to vote. In respect of written resolutions, account
shall be taken only of those votes of the Banks whose written response
to the matter to be voted on has been received before the expiry five
(5) Banking Days after dispatch of the resolutions by the Agent and
whether received as an original or by telex or telefax. Abstentions will
not be counted. Resolutions shall be binding on the Agent as between the
members of the consortium inter se.
22.6 Resolutions of the Banks relating to amendments to the provisions of
this (S) 22, changes of the amounts due to the Banks pursuant to the
provisions of this Agreement or any other Operative Agreement, or any
amendment to the due date relating to payment obligations of AMD
Saxonia, the release of the land charge referred to in (S) 8.1.6 or the
waiver - in whole or in part - of rights under the 65/35 Guaranty
require the consent of all the Banks. Resolutions relating to the
termination, in whole or in part of this Agreement or the commencement
of legal proceedings or administration, composition or insolvency
proceedings against AMD Saxonia, AMD Holding or AMD Inc. or to changes
to the Security Documents or the payment obligations of the Sponsors
pursuant to the terms of the Sponsors' Support Agreement or the release
and realisation of securities (other than referred to in the first
sentence of this clause) require a majority of 75 % of the votes of the
Banks. In addition a majority of 75 % of votes of the Banks is required
for resolutions which concern:
(i) a decision of the Banks pursuant to (S) 21;
(ii) the consent of the Banks to any change of the AMD Saxonia Wafer
Purchase Agreement, the AMD Holding Wafer Purchase Agreement, the
AMD Saxonia Research, Design and Development Agreement (Schedule
36), the AMD Holding Research, Design and Development Agreement
(Schedule 34), the Management Service Agreement (Schedule 37) and
the License Agreement (Schedule 38);
(iii) the consent of the Banks to any change of the Project Budget or
the Project Schedule or the Drawdown Schedule;
(iv) a change in the Technical Advisor, the Insurance Advisor, the
Auditor, the Banks' Auditor or any other advisor of the Banks,
and
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001