AMD 2000 Annual Report Download - page 308

Inc. at least six months prior to the Loan Agreement Termination Date, and
provided that no Termination Event has occurred and is continuing- and the AMD
Saxonia Wafer Purchase Agreement is extended for the same period, this Agreement
may be extended for one additional three year term. At the option of AMD Inc.,
exercised by giving, notice to AMD Holding, at least six months prior to the
Loan Agreement Termination Date, and provided that no Termination Event has
occurred and is continuing and the AMD Saxonia Wafer Purchase Agreement is
extended for the same period (and AMD Holding shall use its best efforts to
effect such extension under the terms of the AMD Saxonia Wafer Purchase
Agreement following its receipt of such notice), the initial term of this
Agreement may be extended for one additional three year term (to the extent not
previously extended by AMD Holding pursuant to the preceding sentence).
(b) Each of the events described in this Section 6.01(b), whether or not
such events directly or indirectly affect AMD Inc. or AMD Holding, shall
constitute a Termination Event. If such a Termination Event has occurred and is
continuing, AMD Holding (or, if prior to the Loan Agreement Termination Date,
the Security Agent on behalf of AMD Holding pursuant to and in accordance with
the Security Documents (as defined in the Sponsors' Support Agreement)) may, by
notice to AMD Inc. and, if prior to the Loan Agreement Termination Date, the
Agent, terminate this Agreement in case of any of the Termination Events
described in clauses (viii) through (xii) below. In addition, this Agreement
shall automatically terminate (without any requirement for any action by any
party hereto) immediately upon the occurrence of the Termination Event described
in clauses (i) through (vii) below. Any such automatic termination shall be
effective on the date of the relevant Termination Event, and any termination
upon the giving of notice pursuant to this Section 6.02 shall be effective on
the date any such notice is given (the date of any such automatic or other
termination being the "Termination Date"). The Termination Events are as
follows:
(i) the expropriation or condemnation of the Plant or any
substantial part of the assets or business of AMD Saxonia or AMD Holding
by any Governmental Authority, or the involuntary suspension, or
curtailment below seventy-five percent of capacity, by AMD Saxonia of the
operation of the Plant for six months or more as a result of any change in
or introduction of any Law, or any change in the interpretation or
application thereof, in each case occurring after the date hereof;
(ii) AMD Inc. or AMD Holding being required by any Governmental
Authority to divest itself of all or a substantial portion of its direct
or indirect interest in AMD Saxonia, or AMD Saxonia being required by any
Governmental Authority to divest itself or all or a substantial portion of
the Plant;
(iii) the destruction of the Plant or a substantial portion thereof
and a decision by AMD Saxonia not to rebuild the same after having
received insurance proceeds in respect of such destruction in an amount at
least equal to the depreciated book value of such Plant or substantial
portion thereof;
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001