AMD 2002 Annual Report Download - page 205

reasonably request for purposes of the transactions contemplated by the Operative Documents.
(ii) pay and perform all of its obligations under each of the Operative Documents to which it is a party in the manner and at the time contemplated
therein.
(iii) ensure that 100% of the capital partnership interests (Kapitalanteile) in AMD Saxonia shall be held by AMD Admin (as to Euro 250), AMD Holding
(as to at least 99.99% (rounded to two decimal points) and AMD Saxony LLC (prior to a Substitution (if any)) (as to Euro 250 prior to its re-transfer
of a fractional interest pursuant to the Conversion Documents, and as to 0% following such re-transfer), each of which shall hold no investment in
any other person (except that AMD Admin is a wholly-owned subsidiary of AMD Holding) and that AMD Holding and AMD Saxony LLC shall be,
in turn, wholly-owned subsidiaries of AMD Inc.
(iv) with respect to AMD Saxony LLC, retransfer to AMD Holding its capital interest (Pflichteinlage) of Euro 250 in AMD Saxonia in accordance with
the Assignment and Trust Agreement.
(v) pay or discharge (a) all taxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits or any property
belonging to it prior to the date on which penalties attach thereto, and (b) all lawful claims prior to the time they become an Encumbrance upon any
property of any of the Additional Partner Companies, and other than taxes, assessments, charges, levies, or claims included inclauses (a) and(b)
above which are not, individually or collectively, substantial in aggregate amount;provided, that (after providing notice thereof to the Agent) neither
AMD Saxony LLC nor AMD Admin shall be required to pay or discharge any such tax, assessment, charge, levy, or claim while the same is being
contested by it in good faith and by appropriate proceedings and adequate book reserves have been established with respect thereto, and so long as
the lien or charge resulting from the nonpayment or non-discharge of such tax, assessment, charge, levy, or claim shall not, individually or in the
aggregate, have a Material Adverse Effect.
(vi) cause AMD Saxonia to preserve and maintain its existence as a Limited Partnership, rights, privileges, and franchises in the jurisdiction of its
incorporation, and cause AMD Saxonia to not have operations in any other jurisdiction.
(vii) comply in all material respects with all laws, rules, regulations, and governmental orders (federal, state, local, and foreign) having applicability to it
or to the business or businesses at any time conducted by each of the Additional Partner Companies except to the extent that any such
noncompliance, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
79
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003