AMD 2002 Annual Report Download - page 196

Management Plan, as expressly provided hereunder;provided, that AMD Inc. may terminate the AMD Holding Wafer Purchase Agreement or the
AMD Holding Research Agreement only in accordance with the express termination provisions thereof;provided,further, that AMD Holding may
terminate the AMD Saxonia Wafer Purchase Agreement or the AMD Saxonia Research Agreement only in accordance with the express termination
provisions thereof; andprovided,further, that the AMD Saxonia Hedging Contract may be terminated only in accordance with the express
termination provisions thereof. The foregoing notwithstanding, AMD Saxonia may amend or modify, or agree to the amendment or modification of,
the Design/Build Agreement, any Material Equipment Supply Contract, any Material Service Contract, or the Plans and Specifications to the extent
such amendment or modification does not, individually or in the aggregate, decrease or adversely affect (x) the value or use of the Plant and the
Design Center (or of the rights of the Banks with respect thereto) in any material respect, or (y) the capacity of the Plant to perform, on a
substantially continuous basis, the functions for which it was specifically designed in accordance with the plans and specifications as originally
approved by the Technical Advisor and the Agent for purposes of the Operative Documents;provided, that prior to Completion no such amendment
or modification will, individually or in the aggregate, be inconsistent with the Approved Project Budget or the Approved Project Schedule.
(ii) create, incur, or suffer to exist any Encumbrance with respect to its rights under or in respect of the Sponsors’ Loan Agreement or the Revolving
Loan Facility Agreement.
(iii) permit AMD Holding, AMD Saxony LLC, AMD Admin or AMD Saxonia to amend their respective Organizational Documents (except in
connection with the Substitution (if any)).
(iv) permit to subsist or enter into any other agreements which (by their terms) conflict with, or prohibit AMD Inc., from complying with its obligations
as set out in this Agreement or any other Operative Document.
SECTION 13.3 Incorporated Covenants of AMD, Inc. AMD Inc. agrees, so long as any Primary Secured Obligation shall remain outstanding or any Bank shall
have any commitment under or arising out of the Loan Agreement, that it will, unless the Security Agent shall have enforced any of the Security or the Agent
(acting on the instructions of an Instructing Group) shall have otherwise consented in writing, duly keep, perform, and observe, for the benefit of the Agent, the
Security Agent, and the Secured Parties, each and every affirmative, negative, and informational covenant contained in the AMD Inc. Primary Bank Credit
Agreement (to the extent that such covenants are applicable to AMD Inc. thereunder), all of which covenants, together with related definitions and ancillary
provisions, are hereby incorporated herein by reference as if such terms were set forth herein in full;provided,however, that:
(i) with respect to the AMD Inc. Primary Bank Credit Agreement referred to inclause (i) of the definition thereof:
70
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003