AMD 2002 Annual Report Download - page 135

under the Loan Agreement, the Banks are relying on the undertakings of the Sponsors contained herein;
WHEREAS, pursuant to the Conversion, AMD Saxonia changed its legal form to a Kommanditgesellschaft (a limited partnership organized under the laws of the
Federal Republic of Germany), with AMD Holding and AMD Admin as its sole limited partners (Kommanditisten) and AMD Saxony LLC as its sole general
partner (Komplementär); and
WHEREAS, the Additional Partner Companies acceded to this Agreement pursuant to the Accession Agreement and Fourth Amendment to Sponsors’ Support
Agreement dated 3 June 2002;
NOW, THEREFORE, the Sponsors, the Additional Partner Companies, the Agent (for itself and on behalf of the Banks), and the Security Agent (on behalf of the
Secured Parties), agree as follows:
ARTICLE I
Definitions and Accounting Terms
SECTION 1.1 Definitions. Unless otherwise defined herein, the following terms (whether or not underlined) when used in this Agreement, including its preamble
and recitals, shall, except where the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural
forms thereof):
“Advances” means all advances that the Banks make to AMD Saxonia pursuant to the Loan Agreement.
“Affiliate” means, with respect to any Person, a Person which, directly or indirectly, controls, is controlled by, or is under common control with, such other
Person; and, for purposes of this definition, the concept of “control”, with respect to any Person, signifies the possession of the power to direct the management
and policies of such Person, directly or indirectly, whether through the ownership of voting securities, the possession of voting rights, by contract, or otherwise;
provided, that none of the Agent, the Security Agent, the Paying Agent, any of the Banks, nor any of their respective Affiliates, shall be deemed to be Affiliates
of (x) any AMD Company or (y) any other Subsidiary of AMD Inc.
“Agent” has the meaning assigned to that term in the introduction to this Agreement.
“Agreed Terms” means in respect of any document, the document substantially in the form thereof which has been initialled (for the purposes of
identification) by or on behalf of AMD Saxonia and the Agent.
“Agreement” means this Sponsors’ Support Agreement, as the same may be amended or modified in accordance with the terms hereof and in effect.
“AMD Admin” has the meaning assigned to that term in the introduction to this Agreement.
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003