AMD 2000 Annual Report Download - page 248

ARTICLE IV
Project Costs
SECTION 4.1 Project Costs. In addition to, and not in limitation of, their
other obligations contained in this Agreement and the other Operative Documents,
the Sponsors, jointly and severally, hereby undertake to provide AMD Saxonia
with Same Day Funds (whether, in the case of AMD Holding, by contribution to AMD
Saxonia's Equity Capital (or other contributions to AMD Saxonia's capital
reserves), or, in the case of either Sponsor, through Sponsors' Loans or
Revolving Loans) sufficient to cover all Project Costs (after taking into
account the Available Tranche A Amount). The Sponsors shall be relieved of any
further obligations under this Article IV if, but only if:
(i) the Sponsors shall have complied with each of their respective
obligations under Article II and, insofar as such obligations relate
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to Class A Sponsors' Loans (or additional contributions to Equity
Capital or AMD Saxonia's capital reserves in lieu thereof), Article
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III; and
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(ii) following a demand by the Agent for payment under the Sponsors'
Guaranty, the Sponsors shall have paid all amounts payable under the
Sponsors' Guaranty.
SECTION 4.2 [left intentionally blank]
SECTION 4.3 Form of Contribution. The Sponsors may comply with their
respective obligations under this Article IV by making:
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(i) in the case of either Sponsor, Revolving Loans pursuant to the terms
and conditions of the Revolving Loan Facility Agreement; and/or
(ii) in the case of AMD Holding, a cash increase in the Equity Capital (or
other contributions to AMD Saxonia's capital reserves) of AMD Saxonia;
and/or
(iii) in the case of either Sponsor, further Sponsors' Loans to AMD
Saxonia.
SECTION 4.4 No Double Recovery under Revolving Loan Facility Agreement and
Sponsors' Guaranty. If, during the continuance of an Event of Default (unless
such Event of Default is subsequently cured or waived with the concurrence of
the Agent or the Security Agent, AMD Inc., and AMD Saxonia), and following the
exercise of rights by the Agent or the Security Agent under either the AMD
Holding Share Pledge Agreement, the AMD Inc. Share Pledge Agreement, or the AMD
Saxonia Assignment (U.S.A.), the Agent seeks to make borrowings under, or to
cause such borrowings to be made under, the Revolving Loan Facility Agreement,
the Agent's right to make such borrowings or to cause such borrowings to be
made, shall be limited mutatis mutandis to the amount set forth in Section 2.1
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of the Sponsors' Guaranty and any such borrowings (to the extent paid to AMD
Saxonia and not subsequently repaid to AMD Inc. or its successor in interest)
shall, pro tanto, reduce the amount available to be recovered from the Sponsors
under the Sponsors' Guaranty.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001