AMD 2000 Annual Report Download - page 277

(ix) prior to Completion, cause AMD Saxonia to use Sponsors' Loans, equity
contributions under Article II, Advances and Revolving Loans solely to
pay Project Costs to complete the Project in accordance with the Plans
and Specifications.
SECTION 13.5 Negative Covenants of the Sponsors. The Sponsors, jointly and
severally, agree, so long as any Primary Secured Obligation shall remain
outstanding or any Bank shall have any commitment under or arising out of the
Loan Agreement, that AMD Holding will not (and AMD Inc. will not, at any time
prior to the exercise of rights by the Security Agent under any of the Security
Documents, permit AMD Holding to), unless the Agent (acting on the instructions
of an Instructing Group) shall have otherwise consented in writing:
(i) terminate, amend or modify, or agree to the termination, amendment or
modification, of any Operative Document, other than (w) the AMD Inc.
Primary Bank Credit Agreement or the AMD Inc. Senior Secured Note
Indenture (each of which may be amended, modified or terminated in
accordance with Section 13.3), (x) the Equipment Supply Contracts that
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are not Material Equipment Supply Contracts, (y) the Service Contracts
that are not Material Service Contracts, or (z) in the case of the
Project Budget, the Approved Project Budget, the Project Schedule, the
Approved Project Schedule, and the Management Plan, as expressly
provided hereunder; provided, that AMD Inc. may terminate the AMD
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Holding Wafer Purchase Agreement or the AMD Holding Research Agreement
only in accordance with the express termination provisions thereof;
provided, further, that AMD Holding may terminate the AMD Saxonia
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Wafer Purchase Agreement or the AMD Saxonia Research Agreement only in
accordance with the express termination provisions thereof; and
provided, further, that the AMD Saxonia Hedging Contract may be
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terminated only in accordance with the express termination provisions
thereof. The foregoing notwithstanding, AMD Saxonia may amend or
modify, or agree to the amendment or modification of, the Design/Build
Agreement, any Material Equipment Supply Contract, any Material
Service Contract, or the Plans and Specifications to the extent such
amendment or modification does not, individually or in the aggregate,
decrease or adversely affect (x) the value or use of the Plant and the
Design Center (or of the rights of the Banks with respect thereto) in
any material respect, or (y) the capacity of the Plant to perform, on
a substantially continuous basis, the functions for which it was
specifically designed in accordance with the plans and specifications
as originally approved by the Technical Advisor and the Agent for
purposes of the Operative Documents; provided, that, prior to
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Completion, no such amendment or modification will, individually or in
the aggregate, be inconsistent with the Approved Project Budget or the
Approved Project Schedule.
(ii) engage in any activities other than those contemplated by the
Operative Documents to which it is a party or the transactions
contemplated thereby and activities reasonably incidental thereto.
(iii) create, incur, assume, or suffer to exist any Encumbrance in, upon,
or with respect to any of its properties or assets, whether now owned
or hereafter acquired, or assign or
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001