AMD 2003 Annual Report Download - page 210

3.2 The Guarantor shall not offer any collateral to secure its obligations under this Guarantee for the benefit of certain Lenders on and after the date of this
Guarantee, and until the Agreement is terminated and the Borrower and the Guarantor complete the performance of all of their obligations under the
Agreement and this Guarantee to each Lender and Agent, unless All Lenders and the Agent give prior written consent thereto.
3.3 The Guarantor shall, on and after the date of this Guarantee, and until the Agreement is terminated and the Borrower and the Guarantor completes the
performance of all of their obligations under the Agreement and this Guarantee to each Lender and Agent, affirmatively covenants to be in compliance
with matters described in the items below:
(i) The Guarantor will maintain licenses and other similar permits that are necessary to conduct the Guarantor’s main business, and continue to
carry out the business in compliance with material provisions of all Laws and Ordinances.
(ii) The Guarantor will not change its main business.
(iii) The Guarantor will not, unless otherwise specified in the Laws and Ordinances, subordinate the payment of any of its debts under this Guarantee to
the payment of any unsecured debts (including any secured debts that will not be fully collected after the foreclosure sale of the collateral), or at
least will treat them equally.
(iv) The Guarantor will not assign material party of its business or all or part of its assets to a third party unless a written consent by the Majority
Lenders is obtained; provided, however, that if the value of the business or assets to be assigned in one transaction is less than 100 billion yen, such
assignment shall be permitted.
(v) The Guarantor will not change its accounting standard to the one not in accordance with the accounting standard which is generally accepted as fair
and appropriate one in Japan.
(vi) The Guarantor will maintain the rating of its long-term debt by Rating and Investment Information, Inc. to BBB- or higher.
(vii) The Guarantor will maintain the shareholding ratio of FMH shares by the Guarantor to 100%, will maintain the shareholding ratio of FASL LLC
shares by FMH to not less than 40%, and will maintain the shareholding ratio of the Borrower shares by FASL LLC to 100%.
(viii) Regardless of any reason, the Guarantor will not do any of the matters provided below unless a written consent by the Majority Lenders is obtained;
provided, however, that the consent by the Majority Lenders shall not be withheld unreasonably, such as the case where the Lender’s rights will not
be affected negatively:
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Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004