AMD 2000 Annual Report Download - page 279

(xiii) enter into any transaction with AMD Inc. or an Affiliate thereof
(other than AMD Saxonia) on a basis materially less favourable to AMD
Holding than would be the case if such transaction had been effected
with a Person other than AMD Inc. or an Affiliate thereof.
(xiv) open or maintain a bank account with any Person, except for demand
or other deposit accounts at the Agent and at Security Agent.
(xv) amend or modify the Organizational Documents of AMD Saxonia.
(xvi) issue any power of attorney or other contract or agreement giving
any Person power or control over the day-to-day operations of AMD
Holding's business, except as contemplated by the Operative Documents.
(xvii) commence, or join with any other creditor in commencing, any
bankruptcy, reorganization, or insolvency proceeding with respect to
AMD Saxonia or AMD Inc.
(xviii)enter into any agreement other than as contemplated by the
Operative Documents to which it is or will be a party or under any
instrument or document delivered or to be delivered by it hereunder or
thereunder, or in connection herewith or therewith.
(xix) make any significant change in accounting treatment or reporting
practices, except as required by GAAP, or change its Fiscal Year.
(xx) create, incur, assume, or suffer to exist any Encumbrance with respect
to its rights under or in respect of the Sponsors' Loan Agreement or
the Revolving Loan Facility Agreement, except as set forth in the
Security Documents.
SECTION 13.6 Recourse to AMD Inc. for Breach of Covenant. It is expressly
understood and agreed by the parties hereto that the obligations of AMD Saxonia
under the Loan Agreement are intended to be limited recourse obligations from
the perspective of AMD Inc. and that the covenants of the Sponsors contained in
this Article XIII are not intended to represent a guaranty of AMD Saxonia's
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obligations under the Loan Agreement. Accordingly, (i) neither AMD Inc. nor its
assets (other than its interests in AMD Holding) shall be exposed to liability
(whether in damages or otherwise) for breach of any covenant contained in this
Article XIII to the extent that such damages would otherwise result in AMD Inc.
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incurring greater financial exposure than the aggregate amount otherwise agreed
to be payable by AMD Inc. pursuant to this Agreement and the other Operative
Documents, and (ii) AMD Holding shall have no right of contribution against AMD
Inc. arising from any payment made by AMD Holding under this Agreement or the
Sponsors' Guaranty to the extent that AMD Inc. provides funds for the purpose of
such payment by contributions to AMD Holding's stated capital or capital
reserves and/or by loans to AMD Holding; provided, however, that the provisions
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of this Section 13.6 shall not be construed to absolve AMD Inc. for its
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liability, whether in damages or otherwise, for actions or omissions
constituting fraud or misrepresentation or breach of warranty; and provided,
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further that the provisions of this Section 13.6 shall not preclude the Security
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Agent from seeking temporary relief (if otherwise available) for any prospective
breach by AMD Inc. of its covenants contained in this Article XIII.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001