AMD 2003 Annual Report Download - page 136

(Wegerechten) and other land servitudes regarding feed lines for electricity, water, telecommunication, gas, waste-water disposal lines and
similar land servitudes necessary to develop the land parcels to be transferred to AMD Fab 36 Limited Liability Company & Co. KG
pursuant to § 3.3.1 above (Erschließungsdienstbarkeiten), prior ranking to the collective land charge granted pursuant to § 8.1.6 of the Loan
Agreement.
3.4 The Security Agent will issue land charge release declarations (Pfandentlassungsbewilligungen) in appropriate form regarding the area referred to in §
3.3.1 and the land parcels referred to in § 3.3.2 above, but with respect to the area referred to in § 3.3.1 above upon (i) completion of the official survey
regarding a partition of the land parcel to be transferred and (ii) receipt of a copy by the Security Agent of the official certificate evidencing the formation
of the land parcel to be transferred (amtlicher Veränderungsnachweis) together with a map to give evidence of completion of the official survey.
Furthermore the Security Agent will issue a declaration granting priority (Rangrücktrittsbewilligung) to the servitudes referred to in § 3.3.3 above in
appropriate form. AMD Saxonia will prepare drafts of all declarations proposed to be issued by the Security Agent to the relevant Land Registry pursuant
to this § 3.4 and will agree such drafts with the Security Agent to avoid additional notarial fees. AMD Saxonia will reimburse the Security Agent for all
fees, costs and expenses incurred by and arising in connection with any declaration referred to in this § 3.4, including but not limited to, all fees, costs and
expenses in connection with the preparation and negotiation of drafts referred to in this § 3.4.
3.5 AMD Saxonia shall provide the Security Agent with copies of documents evidencing survey and new cadastral records made or to be made for the
purposes of dividing land parcels in connection with any transfer of land parcels referred to in § 3.3.1 above without undue delay upon receipt by the
relevant public authorities, including, but not limited to documents evidencing the re-registration of land parcels to be divided.
3.6 The Banks and the Agent have approved to exempt the transfer of AMD Saxonia`s real property referred to in § 3.3.1 and § 3.3.2 above from the
restrictions of § 17.15 (v) (c) of the Loan Agreement but with respect to the sale and transfer referred to in § 3.3.1 above only to the extent AMD Saxonia
will receive a purchase price amounting to at least Euro 6,100,000.00 as determined by a certified sworn appraiser, in consideration of such sale and
transfer before or immediately upon the registration in the Land Registry of AMD Fab 36 Limited Liability Company & Co. KG as new owner of the land
parcel. For the avoidance of doubt, such disposals will not be deducted from the amount of permitted disposals pursuant to § 17.15 (v) (c) of the Loan
Agreement.
§ 4
Conditions Precedent
4.1 The amendments referred to in § 2 and the consents referred to in § 3.2 and § 3.3 are subject to the condition precedent of written confirmation from the
Agent to the Banks that the Agent has received the agreements and documents referred to in §§ 4.1.1 to 4.1.10. The agreements and documents referred to
in §§ 4.1.1 and 4.1.2 shall be executed in legally binding form and delivered and their effectiveness shall not be
Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004