AMD 2002 Annual Report Download - page 172

ARTICLE VII
Pari Passu Undertaking
SECTION 7.1 [left intentionally blank]
ARTICLE VIII
Security Documents
SECTION 8.1 AMD Inc. Share Pledge Agreement and AMD Inc. Pledge Agreement Over Membership Interests in AMD Saxony LLC. AMD Inc. has granted a
first priority security interest in the AMD Inc. Security pursuant to and on the terms and conditions set forth in the AMD Inc. Share Pledge Agreement and the
AMD Inc. Pledge Agreement Over Membership Interests in AMD Saxony LLC.
SECTION 8.2 AMD Holding Security Documents. AMD Holding has granted a first priority security interest in the AMD Holding Security pursuant to and on
the terms and conditions set forth in the AMD Holding Security Documents.
SECTION 8.3 AMD Saxony LLC Security Documents. AMD Saxony LLC has granted a first priority security interest in the AMD Saxony LLC Security pursuant
to and on the terms and conditions set forth in the AMD Saxony LLC Security Documents.
SECTION 8.4 AMD Admin Security Documents. AMD Admin has granted a first priority security interest in the AMD Admin Security pursuant to and on the
terms and conditions set forth in the AMD Admin Security Documents.
ARTICLE IX
Sponsors’ Guaranty
SECTION 9.1 Sponsors’ Guaranty. Without intending to derogate from the provisions of the Sponsors’ Guaranty (and, in the event of any inconsistency with
thisSection 9.1, the Sponsors’ Guaranty shall prevail), the Sponsors (jointly and severally), have agreed to guarantee, on the terms and subject to the conditions
of the Sponsors’ Guaranty, the full and prompt payment when due, whether by acceleration or otherwise, of all Secured Obligations of AMD Saxonia to the
Secured Parties under or in connection with the Financing Documents and the Security Documents;provided,however, that as provided in the Sponsors’
Guaranty, the cumulative right of recovery against the Sponsors with respect to the Sponsors’ Guaranty is limited to an amount equal to whichever is the greater
of:
(x) fifty percent (50%) of the aggregate amount of all Guaranteed obligations (as defined in the Sponsors’ Guaranty); and
(y) Euro 111,205,984 (one hundred and eleven million two hundred and five thousand nine hundred and eighty four Euro);
plus (as and to the extent provided in the Sponsors’ Guaranty) interest on such amount, if not paid when due, and plus costs and expenses of enforcement
provided, that the maximum aggregate amount payable by the Sponsors pursuant to the Sponsors’ Guaranty shall be Euro
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003