AMD 2000 Annual Report Download - page 300

Affiliates, (b) order Products from AMD Saxonia under the AMD Saxonia
Wafer Purchase Agreement unless ordered by AMD Inc. hereunder, (c) amend,
supplement or otherwise modify the AMD Saxonia Wafer Purchase Agreement,
or (d) engage in any activities other than (e) the investment in equity of
AMD Saxonia, (f) the making of loans and provision of other financial
support to AMD Saxonia, (g) the purchase and sale of Products as
contemplated hereby, (h) the provision of research, design and development
services as contemplated by the AMD Holding Research Agreement and (i)
activities reasonably incidental to any of the foregoing; and
(ii) it shall cause AMD Saxonia to comply with AMD Saxonia's
obligations under the AMD Saxonia Wafer Purchase Agreement except to the
extent inconsistent with the terms of the Sponsors' Subordination
Agreement (as defined in the Loan Agreement).
(b) On the terms and subject to the conditions of this Agreement, AMD
Inc. hereby agrees to purchase from AMD Holding and pay for the Products
Onshipped (as defined below) to it pursuant to the terms of this Agreement. For
purposes of this Agreement, "Onshipped" means Products delivered by or on behalf
of AMD Holding F.O.B. Dresden, Germany pursuant to Section 3.04. For purposes of
this definition, all Products Shipped by AMD Saxonia to AMD Holding under the
AMD Saxonia Wafer Purchase Agreement shall be deemed to be delivered by AMD
Holding under this Agreement.
(c) AMD Inc. hereby agrees to provide, on behalf of AMD Holding, such
technical assistance and to make such disclosures to AMD Saxonia at such times
and to the extent required to be provided or made by AMD Holding, or required to
be arranged by AMD Holding to be provided or made, pursuant to Section 2.01(c)
of the AMD Saxonia Wafer Purchase Agreement.
(d) Section 2.01(d) of the AMD Saxonia Wafer Purchase Agreement
contemplates delivery to AMD Holding of pre-production samples of Products under
the circumstances contemplated thereby. AMD Holding shall submit such samples to
AMD Inc. for approval under this Agreement within one Business Day of its
receipt of such samples from AMD Saxonia pursuant to such Section 2.01(d). AMD
Inc. shall communicate its approval or disapproval of any such samples no later
than 10 days after such samples are submitted to AMD Holding by AMD Saxonia for
such approval (and shall be deemed to have approved such samples under this
Section 2.01(d) if it has not communicated any such disapproval within such 10
day period). Approval shall not be unreasonably withheld by AMD Inc. and, once
given, shall constitute irrevocable confirmation that the Products manufactured
in conformity with the samples (or differing only within normal silicon computer
chip industry limits) will comply with the Specifications and will meet the
requirements of quality specified in Section 2.03, except in respect of defects
in such samples or future production which are not capable of being revealed on
reasonable inspection by AMD Inc.
(e) AMD Holding with AMD Inc.'s approval shall nominate one or more
senior managers of AMD Inc. to act as its representative for liaising with AMD
Saxonia,
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001