AMD 2000 Annual Report Download - page 316

(j) Notwithstanding the foregoing, the parties agree that any
disputes hereunder relating solely to accounting matters shall be resolved by an
auditor, appointed as provided below, acting as an expert (and not as an
arbitrator), and that the resolution by such independent auditor of any such
matter shall be conclusive between the parties absent manifest error. Such
auditor shall be appointed by mutual agreement of the parties' respective
auditors, and, if prior to the Loan Agreement Termination Date, of the Agent and
shall be an independent and internationally known certified public accounting
firm with no affiliation with either the parties,. the Agent or any of their
respective auditors.
Section 7.11. Consent to Jurisdiction and Forum; AMD Holding Appointment
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of Agent for Service of Process.
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(a) Subject to Section 7.10, all judicial proceedings brought against
either party hereto with respect to this Agreement may be brought in Santa Clara
County, California, and by execution arid delivery of this Agreement, each such
party accepts for itself and in connection with its properties, generally and
unconditionally, the nonexclusive jurisdiction of such courts. In addition, each
such party hereby irrevocably and unconditionally waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of venue of any such proceedings, and hereby further irrevocably and
unconditionally waives and agrees to the fullest extent permitted by law not to
plead or claim that any such proceeding brought in any such court has been
brought in an inconvenient forum.
(b) AMD Holding hereby irrevocably appoints CT Corporation Services as
its agent to receive on behalf of AMD Holding and its property service of copies
of the summons and complaint and any other process which may be served in any
proceeding in any state or federal court of competent jurisdiction in the State
of California.
Section 7.12. Judgment Currency. The parties hereto agree that, without
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prejudice to Sections 7.10 and 7.11 above:
(a) if, for purposes of obtaining hereunder an arbitral award or judgment
of any court, it is necessary to convert a sum due hereunder in DM into another
currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures the prevailing party could purchase DM with such other
currency on the Business Day preceding that on which the final award or judgment
(as applicable) is given; and
(b) the obligation of each of the parties hereto in respect of any sum
due hereunder from it (the "Payor") to the other party (the "Recipient") shall,
notwithstanding any judgment in a currency other than DM, be discharged only to
the extent that on the Business Day following receipt by the Recipient of any
sum adjudged to be so due in such other currency, the Recipient may, in
accordance with normal banking procedures, purchase DM with such other currency;
in the event that the DM so purchased is less than the sum originally due to the
Recipient, the Payor, as a separate obligation and notwithstanding any such
judgment or award, hereby agrees to indemnify and hold harmless the Recipient
against such loss, and if the DM so purchased exceeds the sum originally due to
the Recipient, the Recipient shall remit to the Payor the excess.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001