AMD 2002 Annual Report Download - page 228

“Paying Agent” has the meaning assigned to that term in thesecond recital of this Guaranty.
“Project” has the meaning assigned to such term in thefirst recital of this Guaranty.
“Security Agent” has the meaning assigned to such term in theintroduction to this Guaranty.
“Secured Parties” and “Secured Party” have the respective meanings assigned to such terms in thethird recital of this Guaranty.
“Sponsors” has the meaning assigned to such term in theintroduction to this Guaranty.
“Sponsors’ Support Agreement” means the Sponsors’ Support Agreement, of even date herewith, between the Sponsors, the Additional Partner Companies
(as defined therein), the Agent, and the Security Agent, as the same may at any time be amended or modified in accordance with the terms thereof and in
effect.
SECTION 1.2 Miscellaneous. In this Guaranty, unless the context requires otherwise, (i) any reference to an Operative Document shall be to such Operative
Document as the same may have been or from time to time may be amended, varied, re-issued, replaced, novated or supplemented, in each case, in accordance
with the terms thereof and hereof, and in effect; (ii) any statutory provision shall be construed as references to those provision as amended, modified, re-enacted,
or replaced from time to time; (iii) words importing a gender include every gender and; (iv) references to Sections are to Sections of this Guaranty. Section
headings are inserted for reference only and shall be ignored in construing this Guaranty.
ARTICLE II
Guaranty Provisions
SECTION 2.1 Guaranty. The Sponsors, jointly and severally, hereby absolutely, unconditionally, and irrevocably (all of the following guaranteed and
indemnified obligations referred to in sub-clauses(a) and(b) below being collectively called the “Guaranteed Obligations”)
(a) guarantee the full and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or
otherwise, of all obligations of AMD Saxonia now or hereafter existing under or arising out of the Loan Agreement, whether for principal, interest,
fees, expenses, or otherwise, howsoever created, arising, or evidenced, whether direct or indirect, absolute or contingent or now or hereafter existing
or due or to become due (including in all cases all such amounts which would become due but for the operation of the United States Bankruptcy
Code and Rules, including without limitation Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and Sections 502(b) and
506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), and
(b) indemnify and hold harmless each Secured Party for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by
8
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003