AMD 2000 Annual Report Download - page 281

(i) a liability is imposed on AMD Saxonia and/or AMD Holding as a result
of the German tax authorities recharacterising interest on the
Sponsors' Loans as dividends; or
(ii) a liability is imposed on AMD Saxonia and/or AMD Holding as a result
of the German tax authorities ruling that AMD Saxonia and/or AMD
Holding is not sufficiently profitable (the "Liabilities"),
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and in either case (x) provided all remedies and/or appeals under the provisions
of the German and U.S.A. (Income and Capital) Tax Treaty, to the extent
applicable, have been exhausted and (y) only to the extent that AMD Saxonia is
not able to repay the Advances in the amounts and at the times scheduled, that
it will contribute Equity Capital (or other contributions to AMD Saxonia's
capital reserves) to AMD Holding (and AMD Inc. shall to the extent necessary and
depending on where the Liability arises, contribute sufficient funds or
otherwise cause sufficient funds to be made available, to AMD Holding as shall
be necessary to enable AMD Holding to so contribute to AMD Saxonia and AMD Inc.
shall cause AMD Holding to do the same) in an amount not exceeding the
Liabilities that, when added to amounts then available to AMD Saxonia, is
sufficient to pay the Primary Secured Obligations.
SECTION 14.4 SAB Related Agreements Indemnity. The Sponsors, jointly and
severally, hereby agree to indemnify, exonerate, and hold the Agent, and each of
the officers, directors, employees of the Agent (herein collectively called the
"SAB Indemnitees") free and harmless from and against any and all actions,
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claims, losses, liabilities, damages, and expenses, including, without
limitation, reasonable legal fees and expenses (herein collectively called the
"Indemnified SAB Liabilities"), which may be incurred by or asserted against the
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SAB Indemnitees or any SAB Indemnitee as a result of, or arising out of, or
relating to, or in connection with, the SAB Related Agreements (other than any
such Indemnified SAB Liabilities finally determined by a court of competent
jurisdiction to have resulted from the gross negligence or wilful misconduct of
an SAB Indemnitee), and, to the extent that the foregoing undertaking may be
unenforceable for any reason, the Sponsors, jointly and severally, hereby agree
to make the maximum contribution to the payment and satisfaction of each of the
Indemnified SAB Liabilities which is permissible under applicable law.
SECTION 14.5 Payments Free and Clear of Taxes, etc. Each of the Sponsors
hereby agrees that:
(a) All payments by such Sponsor hereunder shall be made to the Person
entitled thereto in Same Day Funds, free and clear of and without
deduction for any present or future income, excise, stamp, or
franchise taxes and other taxes, fees, duties, withholdings, or other
charges of any nature whatsoever imposed by any taxing authority on
such payments, but excluding taxes imposed on or measured by such
Person's net income or receipts or the net income or receipts of any
branch thereof (such non-excluded items being called "Taxes"). In the
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event that any withholding or deduction from any payment to be made by
either of the Sponsors hereunder is required in respect of any
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001