AMD 2002 Annual Report Download - page 236

To AMD Inc.:
Advanced Micro Devices, Inc.
One AMD Place
Sunnyvale, California 94088
Attention: General Counsel
Facsimile No.: (1) [phone]
To AMD Holding:
AMD Saxony Holding GmbH
Wilschdorfer Landstrasse 101
01109 Dresden
Attention: Geschäftsführer
Facsimile No.: (49) 351 277 91300
SECTION 3.6 Relationship to Other Agreements. The rights of the Agent and the Security Agent pursuant to this Guaranty are in addition to any other rights or
remedies which the Agent and the Security Agent may have under statutory law or other agreements between one or more of the Agent, the Security Agent, the
Paying Agent, the Banks and the Sponsors. Where such rights and remedies are in conflict with the provisions of this Guaranty, the provisions of this Guaranty
shall prevail.
SECTION 3.7 Setoff. In addition to, and not in limitation of, any rights of the Security Agent, the Agent, or any Bank under applicable law, the Security Agent,
the Agent, the Paying Agent, and each Bank shall, upon the acceleration of the Advances under the Loan Agreement following the occurrence any Event of
Default or upon the occurrence and during the continuance of any event with respect to either Sponsor of the type described inSection 11.1 (e), (f), (g) or(h) of
the AMD Inc. 1999 Loan and Security Agreement, have the right to appropriate and apply to the payment of the obligations of each of the Sponsors owing to it
hereunder, whether or not then due, and AMD Holding (but not AMD Inc.) hereby grants to the Security Agent, the Agent, the Paying Agent, and each Bank a
continuing security interest (securing its obligations under this Guaranty) in, any and all of its balances, credits, deposits, accounts, or moneys then or thereafter
maintained with the Security Agent, the Agent, the Paying Agent, or such Bank and any and all property of every kind or description of or in the name of AMD
Holding now or hereafter, for any reason or purpose whatsoever, in the possession or control of the Security Agent, the Agent, the Paying Agent, or such Bank,
or any agent or bailee for the Security Agent, the Agent, the Paying Agent, or such Bank.
SECTION 3.8 Governing Law; etc. This Guaranty and all rights and obligations of the parties arising under or in connection herewith shall be governed by the
Laws of the Federal Republic of Germany.
SECTION 3.9 Jurisdiction. Each of the Sponsors hereby submits to the exclusive jurisdiction of the courts in Frankfurt am Main for any dispute arising out of or
in connection with this Guaranty. AMD Inc. states that Advanced Micro Devices GmbH whose address is Rosenheimerstraße 143b, 81671 Munich, Germany,
Attention: Legal Department, Tel.: [phone], Fax: [phone], Telex: 841523883, is its accredited agent for service of process
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003