AMD 2002 Annual Report Download - page 169

ARTICLE V
Completion Guaranty
SECTION 5.1 Completion Guaranty. The Sponsors (jointly and severally), hereby agree to cause AMD Saxonia:
(i) to complete each Project Phase as soon as contemplated by the Approved Project Schedule (it being understood and agreed that the completion date
for one or more Project Phases (other than the final Project Phase) may be deferred for up to six (6) months in the aggregate for all such deferrals on
a cumulative basis provided that no such deferral may affect the final deadline for Completion);
(ii) to achieve Completion as soon as contemplated by the Approved Project Schedule and, in any event, on or before 31 December 2000; and
(iii) to take all such action, including, without limitation, all actions before Governmental Authorities, as shall be necessary or appropriate to enable
AMD Saxonia to complete each Project Phase and to achieve Completion as aforesaid.
For the avoidance of doubt, the obligations of the Sponsors contained in thisArticle V are in addition to, and not in limitation of, their respective obligations
contained elsewhere in this Agreement and in the other Operative Documents;provided,however, that the Sponsors shall be relieved of their respective
obligations under thisArticle V 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 for payment by the Agent under the Sponsors’ Guaranty, the Sponsors shall have paid all amounts payable under the Sponsors’
Guaranty.
SECTION 5.2 Notice of Scheduled Project Phase Technical Completion and Completion. Upon the occurrence of each of the following, the Agent shall promptly
advise the Sponsors, AMD Saxonia, and the Banks thereof:
(i) Scheduled Project Phase Technical Completion for each Project Phase, and
(ii) Completion.
SECTION 5.3 No Double Recovery Under Article V and Sponsors’ Guaranty. In the event that the Sponsors default in the payment and performance of their
obligations under thisArticle V and, following any such default, the Agent institutes litigation or other adversary proceedings designed to compel the Sponsors to
perform such obligations or to pay damages for such failure, the right of recovery against the Sponsors under thisArticle V is limitedmutatis mutandis to the
amount set forth inSection 2.1 of the Sponsors’ Guaranty and any recovery by the Agent from the Sponsors hereunder shall,prot anto, reduce the amount
available to be recovered from the Sponsors under the Sponsors’ Guaranty.
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003