AMD 2000 Annual Report Download - page 223

by each Sponsor with respect to the schedule for completing
each Project Phase and for achieving Completion; and
(ii) at any time after such Project Schedule has been updated,
amended, supplemented, or otherwise modified, and prior to
Completion, any such updated, amended, supplemented, or
modified Project Schedule having been approved by each AMD
Company (such approval of each Sponsor not to be unreasonably
withheld or delayed) and the Agent (which may, in its sole
discretion, consult with the Technical Advisor and the Banks'
Auditor) in accordance with (S)18.2 of the Loan Agreement.
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The initial Approved Project Schedule and (subject to the requirements of (S)
13.1(i)(d)(y)(2)) each subsequent Approved Project Schedule from time to time in
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effect shall itemise, separately from the other information set forth therein,
and on a Project Phase by Project Phase basis, the then anticipated date for
completing each then uncompleted Project Phase and for achieving Completion.
All references herein to the Approved Project Schedule shall, at any time, refer
to the Approved Project Schedule as then in effect.
"Auditor" means Ernst & Young Wirtschaftsprufungsgesellschaft mbH or
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such other firm of auditors charged with duties relating to the Project as may
be appointed by AMD Saxonia with the consent of the Agent, such consent not to
be unreasonably delayed or withheld.
"Available Tranche A Amount" means, on any date, the excess, if any,
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of:
(i) the Total Tranche A Commitment Amount on such date;
over
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(ii) the aggregate unpaid principal amount of all Tranche A
Advances outstanding on such date.
"Banks' Auditor" means BDO Deutsche Warentreuhand AG Wirtschafts-
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prufungsgesellschaft or such other firm of auditors charged with duties relating
to the Project as may be appointed by the Banks with the consent of AMD Saxonia,
such consent not to be unreasonably delayed or withheld.
"Bank" and "Banks" have the respective meanings assigned to those
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terms in the second recital of this Agreement.
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"Business Day" means any day of the year on which banks are
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generally open for business in London, Frankfurt am Main, Dresden, Luxembourg
and, to the extent th e same relates to any obligation to be performed by AMD
Inc., San Francisco.
"Capital Expenditure" means all acquisition or manufacturing costs
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in respect of fixed and movable assets in accordance with (S) 266 2 A II of the
Commercial Code and all acquisition costs for intangible assets in accordance
with (S) 266 2 A I of the Commercial Code, to the extent the same
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001