AMD 2002 Annual Report Download - page 168

severally, hereby undertake to provide AMD Saxonia with Same Day Funds (whether, in the case of AMD Holding, by contribution to AMD Saxonia’s Equity
Capital (or other contributions to AMD Saxonia’s capital reserves), or, in the case of either Sponsor, through Sponsors’ Loans or Revolving Loans) sufficient to
cover all Project Costs (after taking into account the Available Tranche A Amount). The Sponsors shall be relieved of any further obligations under thisArticle
IV if, but only if:
(i) the Sponsors shall have complied with each of their respective obligations underArticle II and, insofar as such obligations relate to Class A
Sponsors’ Loans (or additional contributions to Equity Capital or AMD Saxonia’s capital reserves in lieu thereof),Article III; and
(ii) following a demand by the Agent for payment under the Sponsors’ Guaranty, the Sponsors shall have paid all amounts payable under the Sponsors’
Guaranty.
SECTION 4.2 [left intentionally blank]
SECTION 4.3 Form of Contribution. The Sponsors may comply with their respective obligations under thisArticle IV by making:
(i) in the case of either Sponsor, Revolving Loans pursuant to the terms and conditions of the Revolving Loan Facility Agreement; and/or
(ii) in the case of AMD Holding, a cash increase in the Equity Capital (or other contributions to AMD Saxonia’s capital reserves) of AMD Saxonia;
and/or
(iii) in the case of either Sponsor, further Sponsors’ Loans to AMD Saxonia.
SECTION 4.4 No Double Recovery under Revolving Loan Facility Agreement and Sponsors’ Guaranty. If, during the continuance of an Event of Default (unless
such Event of Default is subsequently cured or waived with the concurrence of the Agent or the Security Agent, AMD Inc., and AMD Saxonia), and following
the exercise of rights by the Agent or the Security Agent under either the AMD Holding Share Pledge Agreement, the AMD Inc. Share Pledge Agreement, the
AMD Saxonia Assignment (U.S.A.), the AMD Inc. Pledge Agreement Over Membership Interests in AMD Saxony LLC, the AMD Holding Share Pledge
Agreement (AMD Admin), the AMD Saxony LLC Partnership Interest Pledge Agreement (AMD Saxonia), the AMD Holding KG Partnership Interest Pledge
Agreement (AMD Saxonia) or the AMD Admin Partnership Interest Pledge Agreement (AMD Saxonia), the Agent seeks to make borrowings under, or to cause
such borrowings to be made under, the Revolving Loan Facility Agreement, the Agent’s right to make such borrowings or to cause such borrowings to be made,
shall be limited mutatis mutandis to the amount set forth inSection 2.1 of the Sponsors’ Guaranty and any such borrowings (to the extent paid to AMD Saxonia
and not subsequently repaid to AMD Inc. or its successor in interest) shall, pro tanto, reduce the amount available to be recovered from the Sponsors under the
Sponsors’ Guaranty.
42
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003