AMD 2000 Annual Report Download - page 342

thereunder, or (ii) any other circumstance which might constitute a legal or
equitable discharge or defense of AMD Holding; provided that, as between AMD
Holding and AMD Saxonia (and without prejudice to any rights of subrogation that
may arise), payment or performance by AMD Inc. or any other Person of any
obligation of AMD Holding hereunder shall constitute payment or performance (as
applicable) of such obligation hereunder.
(f) Any amounts that are due from AMD Saxonia to AMD Holding hereunder
shall be payable only in the form of credit against amounts owed or to be owed
by AMD Holding to AMD Saxonia under this Agreement, except to the extent
expressly provided in Section 4.04. Any amount that is due from AMD Holding to
AMD Saxonia hereunder may be set-off against any payment then due (whether as a
credit or otherwise) under Sections 3.03, 3.04, 3.10 or 6.02, Article IV or the
Management Service Agreement, from AMD Saxonia to AMD Holding.
Section 3.11. Method of Payment. Payments under this Agreement from AMD
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Holding to AMD Saxonia, if made other than by set-off permitted by Section 3.10,
shall be made by wire transfer deposited into ***or such other account of AMD
Saxonia specified by AMD Saxonia with the prior written consent of the Agent (a
copy of which consent shall be delivered by AMD Saxonia to AMD Holding) with.
not less than 15 days written notice to AMD Holding, and all such payments shall
be made in DM or the Dollar equivalent thereof, or a combination of DM and
Dollar equivalents, in each case at the option of AMD Saxonia. As used herein,
Dollar equivalents shall be calculated as the amount, expressed in Dollars,
resulting from the conversion of DM to Dollars at the Agent's spot rate of
exchange as in effect on the date of the relevant invoice.
Section 3.12. Intentionally Deleted.
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Section 3.13. Adjustments for Changes in Laws or German GAAP. In the
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event that there is a change in applicable Law or in German GAAP, and such
change results in (i) payments due from AMD Holding to AMD Saxonia, or due from
AMD Saxonia to AMD Holding (as the case may be), being materially different in
aggregate amount or (ii) the timing of the receipt of such payments being
materially different from the payments contemplated by this Article III without
giving effect to such change, the affected party shall promptly notify the other
party, AMD Inc. and the Agent, and AMD Holding and AMD Saxonia shall negotiate
in good faith with a view to agreeing to such reasonable amendments to this
Article III and the definitions used therein (which amendments shall be made
only with the prior written consent of the Agent), as are necessary as a result
of such change. In order to restore the position contemplated by this Article
III in the event AMD Holding and AMD Saxonia fail to reach agreement on such
amendments within 30 days of becoming aware of such change, or if the Agent
reasonably withholds its consent to any proposed amendments, all payments under
this Article III shall be calculated without giving effect to such change.
Section 3.14. Product Warranty. Subject to Section 3.15, AMD Saxonia
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represents and warrants that all Products sold to AMD Holding pursuant to this
Agreement shall conform in
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*** CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001