AMD 2000 Annual Report Download - page 253

amount payable by the Sponsors pursuant to the Sponsors' Guaranty shall be DM
600,000,000. In furtherance of the foregoing, the Sponsors have undertaken,
pursuant to the terms of the Sponsors' Guaranty, to pay to the Agent, upon first
written demand following the occurrence of an Event of Default and acceleration
of the Advances an amount equal to the greater of:
(i) thirty five per cent. (35 %) of the aggregate amount of all Guaranteed
Obligations (as defined in the Sponsors' Guaranty); and
(ii) 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 amount payable by the Sponsors pursuant to
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the Sponsors' Guaranty shall be DM 600,000,000.
For the avoidance of doubt, the obligations of the Sponsors under the Sponsors'
Guaranty:
(a) constitute a primary guarantee obligation (Garantievertrag) and not a
surety guarantee (Buergschaft), and are in addition to, and not in
limitation of, the other obligations of the Sponsors hereunder and
under the other Operative Documents; and
(b) are continuing obligations and shall remain in full force and effect
until whichever is the earlier of (1) satisfaction in full of all
Secured Obligations and (2) payment in full by either Sponsor of all
amounts payable under the Sponsors' Guaranty.
ARTICLE X
Sponsors' Subordination Agreement; AMD Inc. Subordination Agreement
SECTION 10.1 Sponsors' Subordination Agreement. The Sponsors hereby agree to
subordinate the payment of the Junior Liabilities (under, and as defined in, the
Sponsors' Subordination Agreement) to the payment in full of all Senior
Liabilities (under, and as defined in, the Sponsors' Subordination Agreement),
on the terms and subject to the conditions of the Sponsors' Subordination
Agreement.
SECTION 10.2 AMD Inc. Subordination Agreement. AMD Inc. hereby agrees to
subordinate the payment of the Junior Liabilities (under, and as defined in, the
AMD Inc. Subordination Agreement) to the payment in full of all Senior
Liabilities (under, and as defined in, the AMD Inc. Subordination Agreement), on
the terms and subject to the conditions of the AMD Inc. Subordination Agreement.
ARTICLE XI
Obligations Unconditional
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001