AMD 2000 Annual Report Download - page 237

accordance with the Guaranty Decision up to a maximum aggregate amount of DM
975,000,000 (nine hundred and seventy five million Deutsche Marks), together
with 65% of the shortfall of interest and costs, vested with a first right of
satisfaction in favour of the Banks over all security granted by each AMD
Company as security for the Banks' risk of recovery (but subject to a set-off of
65 % of payments (if any) made under the Sponsors' Guaranty against the
Guarantors' obligations under the aforesaid shortfall guaranties).
"Sponsors" has the meaning assigned to that term in the introduction
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to this Agreement.
"Sponsors' Consent and Agreement" means the Sponsors' Consent and
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Agreement, in the form set out in Schedule 31 to the Loan Agreement, between the
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Sponsors, the Agent, and the Security Agent.
"Sponsors' Disclosure Schedule" means the Disclosure Schedule attached
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as Schedule II, as it may be amended, supplemented, or otherwise modified from
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time to time by the Sponsors with the written consent of the Agent.
"Sponsors' Guaranty" means the Sponsors' Guaranty, in the form set out
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in Schedule 32 to the Loan Agreement, executed by the Sponsors in favour of the
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Agent and the Security Agent for the benefit of the Secured Parties.
"Sponsors' Loan Agreement" means the Sponsors' Loan Agreement, in the
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form set out in Schedule 29 to the Loan Agreement, between the Sponsors, as
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lenders, and AMD Saxonia, as borrower.
"Sponsors' Loans" means all loans made or to be made by AMD Inc. or
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AMD Holding to AMD Saxonia in accordance with the terms of the Sponsors' Loan
Agreement, which loans are subordinated in accordance with the Sponsors'
Subordination Agreement.
"Sponsors' Subordination Agreement" means the Sponsors' Subordination
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Agreement, in the form set out in Schedule 30 to the Loan Agreement, executed by
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the Sponsors, AMD Saxonia, and the Security Agent.
"Sponsors' Warranty Date" means each of the following dates which
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occurs prior to the exercise of rights by the Security Agent under any of the
Security Documents: (i) the Loan Agreement Effective Date, (ii) each date AMD
Saxonia delivers a notice of drawing for an Advance under the Loan Agreement,
(iii) each date the AMD Companies deliver each Scheduled Project Phase Technical
Completion Certificate (Obligors), (iv) the date of Technical Completion, and
(v) each date the Sponsors deliver the certificate referred to in Section
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13.1(i)(c).
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"Stock Offering" means a public or private sale or other placement of
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stock of AMD Inc. in the capital markets (which, for avoidance of doubt, shall
not include (i) the issuance by AMD Inc. of stock options (and/or the issuance
by AMD Inc. of stock upon the exercise of any existing or future such stock
options) to any of its or its affiliates' directors, officers and/or employees
or (ii) purchases of AMD Inc. stock by Fujitsu Limited in connection with the
Fujitsu AMD Semiconductor Limited joint venture between AMD Inc. and Fujitsu
Limited).
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001