AMD 2000 Annual Report Download - page 252

(b) The Sponsors' obligations to make contributions or loans under
Section 6.3 (a) shall terminate from the date of any foreclosure
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over the shares of AMD Holding or AMD Saxonia under the Security
Documents.
ARTICLE VII
Pari Passu Undertaking
SECTION 7.1 [left intentionally blank]
ARTICLE VIII
AMD Inc. Share Pledge Agreement; AMD Holding Security Documents
SECTION 8.1 AMD Inc. Share Pledge Agreement. AMD Inc. has granted a first
priority security interest in the AMD Inc. Security pursuant to and on the terms
and conditions set forth in the AMD Inc. Share Pledge Agreement.
SECTION 8.2 AMD Holding Security Documents. AMD Holding has granted a first
priority security interest in the AMD Holding Security pursuant to and on the
terms and conditions set forth in the AMD Holding Security Documents.
ARTICLE IX
Sponsors' Guaranty
SECTION 9.1 Sponsors' Guaranty. Without intending to derogate from the
provisions of the Sponsors' Guaranty (and, in the event of any inconsistency
with this Section 9.1, the Sponsors' Guaranty shall prevail), the Sponsors
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(jointly and severally), have agreed to guarantee, on the terms and subject to
the conditions of the Sponsors' Guaranty, the full and prompt payment when due,
whether by acceleration or otherwise, of all Secured Obligations of AMD Saxonia
to the Secured Parties under or in connection with the Financing Documents and
the Security Documents; provided, however, that as provided in the Sponsors'
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Guaranty, the cumulative right of recovery against the Sponsors with respect to
the Sponsors' Guaranty is limited to an amount equal to the greater of:
(x) thirty five per cent. (35 %) of the aggregate amount of all Guaranteed
Obligations (as defined in the Sponsors' Guaranty); and
(y) DM 217,500,000 (two hundred and seventeen million five hundred
thousand Deutsche Marks),
plus (as and to the extent provided in the Sponsors' Guaranty) interest on such
amount, if not paid when due, and plus costs and expenses of enforcement
provided, that the maximum aggregate
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38
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001