AMD 2000 Annual Report Download - page 218

WHEREAS, a condition precedent to the initial Advance is, inter alia, the
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execution by the Sponsors of this Agreement and, in extending credit to AMD
Saxonia under the Loan Agreement, the Banks are relying on the undertakings of
the Sponsors contained herein;
NOW, THEREFORE, the Sponsors, the Agent (for itself and on behalf of the Banks),
and the Security Agent (on behalf of the Secured Parties), agree as follows:
ARTICLE I
Definitions and Accounting Terms
SECTION 1.1 Definitions. Unless otherwise defined herein, the following terms
(whether or not underlined) when used in this Agreement, including its preamble
and recitals, shall, except where the context otherwise requires, have the
following meanings (such meanings to be equally applicable to the singular and
plural forms thereof):
"Advances" means all advances that the Banks make to AMD Saxonia
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pursuant to the Loan Agreement.
"Affiliate" means, with respect to any Person, a Person which,
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directly or indirectly, controls, is controlled by, or is under common control
with, such other Person; and, for purposes of this definition, the concept of
"control", with respect to any Person, signifies the possession of the power to
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direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, the possession of voting
rights, by contract, or otherwise; provided, that none of the Agent, the
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Security Agent, the Paying Agent, any of the Banks, nor any of their respective
Affiliates, shall be deemed to be Affiliates of (x) any AMD Company or (y) any
other Subsidiary of AMD Inc.
"Agent" has the meaning assigned to that term in the introduction to
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this Agreement.
"Agreement" means this Sponsors' Support Agreement, as the same may
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be amended or modified in accordance with the terms hereof and in effect.
"AMD Companies" means AMD Saxonia, AMD Holding, and AMD Inc.,
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collectively.
"AMD Holding" has the meaning assigned to that term in the
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introduction to this Agreement.
"AMD Holding Assignment (U.S.A.)" means the AMD Holding Assignment
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of, inter alia, rights under the Wafer Purchase Agreements, the Sponsors' Loan
Agreement, and the Revolving Loan Facility Agreement, in the form set out in
Schedule 56 to the Loan Agreement, between AMD Holding and the Security Agent.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001