AMD 2000 Annual Report Download - page 234

withheld), the Technical Advisor, and the Agent for the fitting out of the Plant
and the Design Center, as the same may be amended by AMD Saxonia from time to
time with the consent of each Sponsor and the Agent (which consent, in the case
of each Sponsor, shall not be unreasonably delayed or withheld); provided, that
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amendments to the plans and specifications which do not, individually or in the
aggregate, reduce or adversely affect the value of the Plant and the Design
Center in any material respect or the capacity and purpose of the Plant as set
out in the plans and specifications as originally approved by the Technical
Advisor and the Agent for purposes of the Operative Documents shall not require
the consent of the Agent.
"Plant" means the advanced silicon wafer production facility
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constructed or to be constructed by AMD Saxonia in or near Dresden, Germany to
manufacture integrated circuits in wafer form using high-volume semi-conductor
wafer fabrication processes.
"Primary Secured Obligations" means, at the time any determination
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thereof is to be made, all Secured Obligations then owing and, whether or not
then owing, all Secured Obligations in respect of the principal of and interest
on the Advances.
"Project" has the meaning assigned to that term in the first recital
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of this Agreement.
"Project Accounts" means the account or accounts referred to and
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opened pursuant in (S) 19.1 of the Loan Agreement (including any sub-accounts
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into which any such account may be divided), as such account may be renewed,
redesignated, or renumbered from time to time.
"Project Agreements" means, collectively, the Wafer Purchase
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Agreements, the Research Agreements, the Management Service Agreement, the
License Agreement, the Design/Build Agreement, the Equipment Supply Contracts,
the Service Contracts, the AMD Inc. Guaranty, and each other instrument or
document designated by the Agent (with the consent of each AMD Company) as a
Project Agreement under and for purposes of this Agreement.
"Project Budget" means the budget, in the form set out in Schedule 6
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to the Loan Agreement, with such changes (if any) to its form as the Agent may
from time to time reasonably require, of projected Capital Expenditure for the
implementation of the Project and the Project Phases in the implementation of
the Project prior to Completion, including a detailed projected sources and uses
of funds statement, broken down for each Project Phase on a Fiscal Quarter by
Fiscal Quarter basis, as prepared by AMD Saxonia and approved by each Sponsor in
accordance with the Management Plan and the Project Schedule, such approval not
to be unreasonably withheld or delayed.
"Project Costs" means all Capital Expenditure and other costs which
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are incurred by AMD Saxonia in connection with the Project.
"Project Phase" means each project phase set out in the Approved
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Project Schedule contemplated for the implementation of the Project.
"Project Schedule" means the schedule, in the form set out in
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Schedule 7 to the Loan Agreement, with such changes (if any) to its form as the
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Agent may from t ime to time reasonably require, of Project Phases to be
achieved during the construction of the Project prior to Completion,
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001