AMD 2000 Annual Report Download - page 307

(a) AMD Inc. and its duly authorized representatives and, if the Loan
Agreement Termination Date has not yet taken place, the Agent shall at all
reasonable times have access to the books and accounts kept by AMD Holding and
annually upon the closing of the Fiscal Year all such books and accounts shall
be audited by Ernst & Young GmbH or such other firm of independent and
internationally known public accountants as may be selected by AMD Holding with
the approval of AMD Inc. and, if the Loan Agreement Termination Date has not yet
taken place, the Agent (the consent of the Agent not to be unreasonably
withheld). A copy of each such report of audit, together with a reconciliation
of AMD Holding's fiscal year figures to the statutory financial statements of
AMD Holding, shall be sent promptly to AMD Inc. and, prior to the Loan Agreement
Termination Date, the Agent. AMD Inc. and its duly authorized representatives
shall also have the right to examine and inspect at any reasonable time all
properties and operations of AMD Holding to which this Agreement relates.
(b) AMD Holding shall (i) cause AMD Saxonia to give AMD Inc. at all
reasonable times access to the books and accounts kept by AMD Saxonia and (ii)
cause all such books and accounts to be audited annually upon the closing of the
Fiscal Year by Ernst & Young GmbH or such other firm of independent and
internationally known public accountants as may be selected by AMD Saxonia with
the approval of AMD Inc. and, if the Loan Agreement Termination Date has not yet
taken place, the Agent (the consent of the Agent not to be unreasonably
withheld). A copy of each such report of audit, together with a reconciliation
of AMD Saxonia's fiscal year figures to the statutory financial statements of
AMD Saxonia, shall be sent promptly to AMD Inc. and, prior to the Loan Agreement
Termination Date, the Agent by or on behalf of AMD Holding. AMD Holding shall
cause AMD Saxonia to permit AMD Inc. and its duly authorized representatives to
examine and inspect at any reasonable time all properties and operations of AMD
Saxonia to which the AMD Saxonia Wafer Purchase Agreement relates.
Section 5.02. Intentionally Deleted
Section 5.03. Accountants' Certification; Officer's Certificate. AMD
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Holding shall, as soon as practicable after its receipt of the same, deliver to
AMD Inc. a copy of each certificate delivered by or on behalf of AMD Saxonia to
AMD Holding pursuant to Section 5.03 of the AMD Saxonia Wafer Purchase
Agreement.
Section 5.04. Intentionally Deleted
ARTICLE VI
Effectiveness; Termination
--------------------------
Section 6.01. Effectiveness; Termination.
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(a) This Agreement shall become effective on the date hereof and (unless
otherwise extended as hereinafter provided) shall terminate on the date (the
"Initial Termination Date") which is the earlier of (i) the Loan Agreement
Termination Date and (ii) the Termination Date (as defined below). At the option
of AMD Holding, exercised by giving notice to AMD
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001