AMD 2002 Annual Report Download - page 229

such Secured Party in enforcing any rights under this Guaranty in accordance with the terms hereof;
provided,however, that the right of recovery against the Sponsors under this Guaranty is, however, limited to an amount equal to whichever is the greater of:
(x) fifty per cent (50%) of the aggregate amount of all Guaranteed Obligations; and
(y) Euro 111,205,984 (one hundred and eleven million two hundred and five thousand nine hundred and eighty four Euro);
plus, to the extent that any amount payable hereunder is not paid when due, interest on such amount from the date due until paid, calculated at the
same per annum rate of interest as is from time to time applicable to the obligations guaranteed hereby, andplus all costs and expenses referred to in
sub-clause (b) of thisSection 2.1; provided that the aggregate amount payable by the Sponsors pursuant to thisSection 2.1 shall not exceed Euro
300,000,000 (three hundred million Euro).
This Guaranty constitutes a guaranty of payment when due and not of collection, and the Sponsors specifically agree that it shall not be necessary or required that
the Security Agent, the Agent, the Paying Agent, or any Bank exercise any right, assert any claim, or demand or enforce any remedy whatsoever against AMD
Saxonia (or any other Person) before or as a condition to the obligations of the Sponsors hereunder.
For the avoidance of doubt, the obligations of the Sponsors under this Guaranty:
(a) constitute a primary guaranty obligation (Garantievertrag) and not a surety guaranty obligation (Bürgschaft); and
(b) are continuing obligations and shall remain in full force and effect until whichever is the earlier of (1) satisfaction in full of all Guaranteed
Obligations and (2) payment in full by either Sponsor of all amounts payable under this Guaranty.
Subject to the limitations set forth in theproviso to thisSection 2.1, the Sponsors shall pay the Guaranteed Obligations only upon first written demand
from the Agent following the occurrence of an Event of Default and acceleration of the Advances under the Loan Agreement.
SECTION 2.2 EMU. To the extent that any of the Guaranteed Obligations are denominated in Deutsche Mark, conversion of any such Deutsche Mark amounts
into Euro shall be based on the officially fixed rate of conversion established in connection with the introduction of the Euro as the single currency of the
Member States participating in the European Economic and Monetary Union. Such conversion shall be effective as of the date on which the Deutsche Mark is
replaced by such single currency.
SECTION 2.3 Guaranty Absolute. This Guaranty shall in all respects be a continuing, absolute, unconditional, and irrevocable guaranty of payment, and, subject
to the provisions ofSection 2.1 above, shall remain in full force and effect until all Guaranteed Obligations have
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003