AMD 2001 Annual Report Download - page 94

to time agree in writing (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an
express trust);
(ii) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance
as may be attributable to its negligence or bad faith; and
(iii) to indemnify the Trustee and any predecessor Trustee for,
and to hold it harmless against, any loss, liability or expense
including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee) incurred without negligence
or bad faith on its part, arising out of or in connection with the
acceptance or administration of this trust, including the reasonable
costs and expenses of defending itself against any claim (whether
assessed by the Company, by any Holder or any other Person) or
liability in connection with the exercise or performance of any of its
powers or duties hereunder.
The obligations of the Company under this Section 6.07 shall survive
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the resignation or removal of the Trustee and the satisfaction and discharge of
this Indenture. To secure the Company's payment obligations in this Section
6.07, the Trustee shall have a lien prior to the Securities on all money or
----
property held or collected by the Trustee, except that held in trust to pay
principal and interest on the Securities. Such lien shall survive the
resignation or removal of the Trustee and the satisfaction and discharge of this
Indenture. When the Trustee incurs expenses or renders services after a Default
or an Event of Default specified in Sections 5.01(e) or 5.01(f) hereof occurs,
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the expenses and the compensation for the services (including, the fees and
expenses of its agents and counsel) are intended to constitute expenses of
administration under U.S. Code, Title 11 or any other similar foreign, federal
or state law for the relief of debtors.
SECTION 6.08. Disqualification; Conflicting Interests. If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.
SECTION 6.09. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002