EXHIBIT 10.50(o)
AMD INC. SUBORDINATION AGREEMENT
Dated 11 March 1997
between
ADVANCED MICRO DEVICES, INC.,
AMD SAXONY HOLDING GMBH,
and
DRESDNER BANK AG
as Agent and Security Agent
AMD INC. SUBORDINATION AGREEMENT
THIS AMD INC. SUBORDINATION AGREEMENT, dated 11 March 1997, is made between
ADVANCED MICRO DEVICES, INC., a corporation organised and existing under the
laws of the State of Delaware, United States of America, with its chief
executive office and principal place of business at Xxx XXX Xxxxx, Xxxxxxxxx,
Xxxxxxxxxx 00000, Xxxxxx Xxxxxx of America ("AMD Inc."), AMD SAXONY HOLDING
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GMBH, Dresden, registered in the Commercial Register of the Dresden County Court
HRB 13931 ("AMD Holding"; and, together with AMD Inc., collectively, the
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"Sponsors" together with AMD Inc., collectively, the "Sponsors"), and DRESDNER
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BANK AG ("Dresdner"), as Agent (in such capacity, the "Agent") for the Banks
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under the Loan Agreement referred to below and as Security Agent (in such
capacity, the "Security Agent") for the Secured Parties under such Loan
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Agreement.
WHEREAS, AMD Saxony Manufacturing GmbH, Dresden, registered in the Commercial
Register of the Dresden County Court HRB 13186 ("AMD Saxonia"), a wholly-owned
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Subsidiary (such and other capitalised terms being used herein with the meanings
provided in Section 1.1), of AMD Holding, which is, in turn, a wholly-owned
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Subsidiary of AMD Inc., has been formed for the purpose of constructing, owning,
and operating (i) the Plant and (ii) the integrated Design Center (the
construction, ownership, and operation of the Plant and the Design Center being
hereinafter called the "Project");
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WHEREAS, in order to finance the construction of the Plant and the Design
Center, and start-up costs of the operation of the Plant, (i) the Sponsors
expect to make substantial subordinated loans to, and AMD Holding expects to
make substantial equity investments in, AMD Saxonia, and (ii) AMD Saxonia has
entered into a Syndicated Loan Agreement, dated 11 March 1997 (the "Loan
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Agreement"), with the banks from time to time party thereto (hereinafter
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collectively called the "Banks" and individually called a "Bank"), Dresdner, as
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Agent and Security Agent, and Dresdner Bank Luxembourg S.A., as Paying Agent (in
such capacity, the "Paying Agent"), providing, inter alia, for two separate
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senior secured term and standby facilities aggregating up to DM1,650,000,000
(one billion six hundred fifty million Deutsche Marks);
WHEREAS, the Sponsors desire that the Project be constructed and completed and
are entering into this Agreement with the Agent and the Security Agent for the
benefit of the Banks and the Paying Agent (hereinafter collectively called the
"Secured Parties" and individually called a "Secured Party"), for the purpose,
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among other things, of providing (i) certain assurances with respect to the
completion of the Project, and (ii) certain undertakings to and for the benefit
of the Secured Parties; and
WHEREAS, a condition precedent to the initial Advance is, inter alia, the
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execution by the Sponsors of this Agreement, and, in extending credit to AMD
Saxonia under the Loan Agreement, the Banks are relying on the undertakings of
the Sponsors contained herein;
NOW, THEREFORE, the Sponsors, the Agent (for itself and on behalf of and the
Banks), and the Security Agent (on behalf of the Secured Parties), agree as
follows:
SECTION 1. Definitions. Unless otherwise defined herein, terms used herein have
the meanings assigned to such terms in the Sponsors' Support Agreement. In
addition, the following terms (whether or not underlined) when used in this
Agreement, including its preamble and
recitals, shall, except where the context otherwise requires, have the following
meanings (such meanings to be equally applicable to the singular and plural
forms thereof):
"Agent" has the meaning assigned to such term in the introduction to this
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Agreement.
"Agreement" means this AMD Inc. Subordination Agreement, as the same may at
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any time be amended or modified in accordance with the terms hereof and in
effect.
"AMD Holding" has the meaning assigned to such term in the introduction to
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this Agreement.
"AMD Inc." has the meaning assigned to such term in the introduction to
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this Agreement.
"AMD Saxonia" has the meaning assigned to such term in the first recital of
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this Agreement.
"Bank" and "Banks" have the respective meanings assigned to such term in
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the second recital of this Agreement.
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"Dresdner" has the meaning assigned to such term in the introduction to
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this Agreement.
"Junior Liabilities" means all obligations and liabilities of AMD Holding
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to AMD Inc., howsoever created, arising, or evidenced, whether direct or
indirect, absolute or contingent or now or hereafter existing, or due or to
become due.
"Loan Agreement" has the meaning assigned to such term in the second
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recital of this Agreement.
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"Loan Agreement Termination Date" means the first date on or as of which (i) all
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Primary Secured Obligations under the Loan Agreement have been paid in full, and
(ii) the Banks have no commitments under or in connection with the Loan
Agreement.
"Paying Agent" has the meaning assigned to that term in the second recital
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of this Agreement.
"Project" has the meaning assigned to such term in the first recital to
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this Agreement.
"Security Agent" has the meaning assigned to such term in the introduction
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to this Agreement.
"Secured Parties" and "Secured Party" have the respective meanings assigned
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to such terms in the third recital of this Agreement.
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"Senior Liabilities" means all obligations and liabilities of AMD Holding
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to the Agent, the Security Agent, the Paying Agent, any Bank, or either
Guarantor under or arising out of any Financing Document, howsoever created,
arising, or evidenced, whether direct or indirect,
absolute or contingent or now or hereafter existing, or due or to become due, it
being expressly understood and agreed that the term "Senior Liabilities" shall
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include, without limitation, any and all interest accruing on any of the Senior
Liabilities after the commencement of any proceedings referred to in Section 4
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hereof, notwithstanding any provision or rule of law which might restrict the
rights of the Security Agent, as against AMD Holding or any other Person, to
collect such interest.
"Sponsors" has the meaning assigned to such term in the introduction to
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this Agreement.
"Sponsors' Support Agreement" means the Sponsors' Support Agreement, of
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even date herewith, between the Sponsors, 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.
In this Agreement, 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 re-encacted, or replaced from time to
time; (iii) words importing a gender include every gender; and (iv) references
to Sections are to Sections of this Agreement. Section headings are inserted for
reference only and shall be ignored in construing this Agreement. A time of day,
unless otherwise specified, shall be construed as a refence to Frankfurt am Main
time.
SECTION 2. Obligations of AMD Inc. AMD Inc. will, from time to time, promptly
notify the Security Agent of the creation of any Junior Liabilities pursuant to
the Sponsors' Loan Agreement.
SECTION 3. Subordination. Except as expressly provided in this Agreement, or as
the Agent (acting on the instructions of an Instructing Group) may hereafter
otherwise expressly consent in writing, the payment of all Junior Liabilities
shall be postponed and subordinated to the payment in full of all Senior
Liabilities, and no payments or other distributions whatsoever in respect of any
Junior Liabilities shall be made, nor shall any property or assets of AMD
Holding be applied to the purchase or other acquisition or retirement of any
Junior Liabilities; provided, however, that as long as no Event of Default, or
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Unmatured Event of Default with respect to AMD Inc. which is of the type
described in Section 8.01(f) or (g) of the AMD Inc. 1996 Bank Credit Agreement
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has occurred and is continuing, there are excepted from the terms of the
provisions of this Section 3 (i) those payments to AMD Inc. made by AMD Holding
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pursuant to Article II of the Management Service Agreement or pursuant to
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Article IV of the AMD Holding Wafer Purchase Agreement, in either case without
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duplication and to the extent not paid by AMD Saxonia pursuant thereto, (ii)
those payments to AMD Inc. made by AMD Holding in accordance with Section 4.4 of
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the Sponsors' Support Agreement, and (iii) those payments to AMD Inc. made by
AMD Holding in accordance with Section 6.3 of the Sponsors' Support Agreement;
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and provided, further, that there are excepted from the terms of the foregoing
provisions of this Section 3, (i) distributions in respect of the Junior
Liablities to the extent such distributions constitute non cash credits
expressly permitted to be made under the Management Service Agreement or the AMD
Holding Wafer Purchase Agreement, and (ii) performance by AMD Holding of its
obligations (other than payment obligations, if any) under the AMD Holding Wafer
Purchase Agreement, the AMD Holding Research Agreement, or the License
Agreement.
Moreover, if the AMD Holding Wafer Purchase Agreement or the Management Service
Agreement terminates for any reason whatsoever, AMD Holding shall be entitled to
credit the amounts payable thereunder against the amounts receivable by it
thereunder strictly in accordance with the terms and provisions of each such
Operative Document.
SECTION 4. Bankruptcy, Insolvency, etc. In the event of any dissolution, winding
up, liquidation, reorganization, or other similar proceedings relating to AMD
Holding or to its creditors, as such, or to its property (whether voluntary or
involuntary, partial or complete, and whether in bankruptcy, insolvency,
compromise proceedings (Vergleichsverfahren) or any other marshalling of the
assets and liabilities of AMD Holding, or any sale of all or substantially all
of the assets of AMD Holding, or otherwise), the Senior Liabilities shall first
be paid in full before AMD Inc. shall be entitled to receive and to retain any
payment or distribution in respect of the Junior Liabilities, and in order to
implement the foregoing, (a) AMD Inc. hereby irrevocably agrees that in such
event all payments and distributions of any kind or character in respect of the
Junior Liabilities to which AMD Inc. would be entitled if the Junior Liabilities
were not subordinated pursuant to this Agreement, shall be made directly to the
Security Agent; (b) upon the commencement and during the continuance of any
proceedings referred to in this Section 4, the Security Agent shall have the
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right to require AMD Inc. to claim, enforce, prove, or vote in respect of the
Junior Liabilities in such manner as is directed by the Security Agent and is
permitted by applicable law, including, without limitation, to direct that all
payments and distributions of any kind or character in respect of the Junior
Liabilities to which AMD Inc. would be entitled if the Junior Liabilities were
not subordinated pursuant to this Agreement, shall be made directly to the
Security Agent; provided, that if the Security Agent shall not have required AMD
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Inc. to claim, enforce, prove, or vote in respect of any of the Junior
Liabilities on or before the day which is 10 Business Days before a date on
which the failure to so claim, enforce, prove, or vote would invalidate or
otherwise materially adversely affect the rights of AMD Inc., AMD Inc. shall
have the right to claim, enforce, prove, or vote in respect of such Junior
Liabilities in AMD Inc.'s sole discretion; and (c) AMD Inc. hereby irrevocably
agrees that, for purposes hereof, the Security Agent may, at its sole discretion
for purposes hereof, in the name of AMD Inc. or otherwise, demand, xxx for,
collect, receive, and receipt for any and all such payments or distributions,
and file, prove, and vote, or consent in any such proceedings with respect to,
any and all claims of AMD Inc. relating to the Junior Liabilities.
SECTION 5. Payments Not to be commingled. In the event that AMD Inc. receives
any payment or other distribution of any kind or character from AMD Holding or
from any other source whatsoever in respect of any of the Junior Liabilities,
other than as expressly permitted by the terms of this Agreement, such payment
or other distribution shall not be commingled with other assets of AMD Inc. and
shall be promptly turned over by AMD Inc. to the Security Agent. AMD Inc. will
xxxx its books and records, and cause AMD Holding to xxxx its books and records,
as to clearly indicate that the Junior Liabilities are subordinated in
accordance with the terms of this Agreement, and will cause to be clearly
inserted in any instrument which at any time evidences any of the Junior
Liabilities a statement to the effect that the payment thereof is subordinated
in accordance with the terms of this Agreement. AMD Inc. will execute such
further documents or instruments and take such further action as the Security
Agent may reasonably request from time to time to carry out the intent of this
Agreement.
SECTION 6. Application of Payments; No Subrogation. All payments and
distributions
received by the Security Agent in respect of the Junior Liabilities in
accordance with the terms thereof, to the extent received in or converted into
cash, may be applied by the Security Agent first to the payment of any and all
expenses (including reasonable attorneys' fees and legal expenses) paid or
incurred by the Security Agent in enforcing this Agreement or in endeavouring to
collect or realize upon any of the Junior Liabilities or any security therefor
in accordance with the terms hereof, and any balance thereof shall, solely as
between AMD Inc. and the Security Agent, be applied by the Security Agent, in
the manner provided by the Loan Agreement, toward the payment of the Senior
Liabilities remaining unpaid; but, as between AMD Holding and its creditors, no
such payments or distributions of any kind or character shall be deemed to be
payments or distributions in respect of the Senior Liabilities; and,
notwithstanding any such payments or distributions received by the Security
Agent in respect of the Junior Liabilities and so applied by the Security Agent
toward the payment of the Senior Liabilities, AMD Inc. shall be subrogated to
the then-existing rights of the Agent, the Security Agent, and the Banks, if
any, in respect of the Senior Liabilities only at such time as the Agent, the
Security Agent, and the Banks, shall have received payment of the full amount of
the Senior Liabilities, as provided for in Section 9, or (ii) this Agreement
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shall terminate pursuant to Section 15. Each Secured Party shall, at AMD Inc.'s
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request and expense made after such time, execute and deliver to AMD Inc.
appropriate documents (without recourse or warranty whatsoever) to evidence the
transfer by subrogation to AMD Inc. of an interest in the Senior Liabilities
resulting from the application of payments in the manner contemplated by this
Section 6. The obligations of the Secured Parties under the preceding sentence
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shall survive any termination of this Agreement.
SECTION 7. Waivers by AMD Inc. AMD Inc. hereby waives: (a) notice of acceptance
by the Agent, the Security Agent, or any Bank, of this Agreement; (b) notice of
the existence or creation or non-payment of all or any of the Senior
Liabilities; and (c) all diligence in collection or protection of or realization
upon the Senior Liabilities or any thereof or any security therefor.
SECTION 8. Obligations of AMD Inc. AMD Inc. will not, without the prior written
consent of the Security Agent: (a) transfer or assign, or attempt to enforce or
collect, any Junior Liabilities or any rights in respect thereof except as
expressly permitted to be paid pursuant to Section 3 above; provided, that
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nothing in this Agreement shall be deemed to prevent AMD Inc. from seeking
damages, equitable relief, or otherwise enforcing any rights it may have against
AMD Holding arising out of (x) any tort or infringement of AMD Inc. tangible or
intangible property rights (including without limitation rights under applicable
patent, copyright and trade secret laws and similar principles) to the extent,
but only to the extent, such tort or infringement arises after the date of
termination of the AMD Holding Wafer Purchase Agreement or (y) any breach by AMD
Holding of its obligations under the License Agreement to the extent, but only
to the extent, that such breach arises after the date of termination of the AMD
Holding Wafer Purchase Agreement; (b) take any collateral security for any
Junior Liabilities or (c) commence, or join with any other creditor commencing,
any bankruptcy, reorganisation, or insolvency proceedings with respect to AMD
Holding. Nothing in this Agreement shall prevent AMD Inc. from forgiving all or
any portion of the Junior Liabilities or from converting all or any portion of
such Junior Liabilities into, or exchanging such Junior Liabilities for, equity
of AMD Holding, and any such equity shall not be deemed to be a distribution or
payment on such Junior Liabilities for purposes of this Agreement.
SECTION 9. Continuing Subordination. This Agreement shall in all respects be a
continuing agreement and shall remain in full force and effect (notwithstanding,
without limitation, the dissolution of AMD Inc. or that at any time or from time
to time all Senior Liabilities may have been paid in full), but shall
automatically terminate on the Loan Agreement Termination Date.
SECTION 10. Rights of the Agent, the Security Agent, and the Banks. The Agent,
the Security Agent, and each Bank may, from time to time, at its sole discretion
and without notice to AMD Inc., take any or all of the following actions without
affecting its or their rights under this Agreement: (a) retain or obtain a
security interest in any property of any Person to secure any of the Senior
Liabilities; (b) retain or obtain the primary or secondary obligations of any
other obligor or obligors with respect to any of the Senior Liabilities; (c)
extend or renew for one or more periods (whether or not longer than the original
period), alter or exchange any of the Senior Liabilities, or release or
compromise any obligation of any nature of any obligor with respect to any of
the Senior Liabilities; (d) compromise, settle, release, renew, extend, indulge,
amend, change, waive, modify, or supplement in any respect any of the terms or
conditions of any of the Operative Documents; and (e) release its lien on or
security interest in, or surrender, release, or permit any substitution or
exchange for, all or any part of any property securing any of the Senior
Liabilities, or extend or renew for one or more periods (whether or not longer
than the original period) or release, compromise, alter, or exchange any
obligations of any nature of any obligor with respect to any such property.
SECTION 11. Transfer of Obligations; Enforcement. The Security Agent, the Agent,
or any Bank may, from time to time, without notice to AMD Inc., but subject
however, to the provisions of Section 26 of the Loan Agreement, assign or
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transfer any or all of the Senior Liabilities or any interest therein; and,
notwithstanding any such assignment or transfer or any subsequent assignment or
transfer thereof, such Senior Liabilities shall be and remain Senior Liabilities
for purposes of this Agreement, and every immediate and successive assignee or
transferee of any of the Senior Liabilities or of any interest therein, shall,
to the extent of the interest of any such assignee or transferee in the Senior
Liabilities, be entitled to the benefits of this Agreement to the same extent as
if such assignee or transferee were the transferor. The rights of the Secured
Parties hereunder shall be exercisable solely by the Security Agent on behalf of
the Secured Parties, unless either the Security Agent is not able pursuant to
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applicable law to realize the practical benefits of such rights on behalf of the
Secured Parties or the limitations set forth in this sentence would otherwise
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materially adversely affect the rights of the Secured Parties hereunder.
SECTION 12. Additional Provisions. None of the Agent, the Security Agent, or the
Banks shall be prejudiced in its rights under this Agreement by any act or
failure to act of any of AMD Holding or AMD Inc., or any noncompliance of AMD
Holding or AMD Inc. with any agreement or obligation, regardless of any
knowledge thereof which the Agent, the Security Agent, or such Bank may have or
with which the Agent, the Security Agent, or such Bank may be charged; and no
action of the Agent, the Security Agent, or any Bank permitted hereunder shall
in any way affect or impair the rights of the Agent, the Security Agent, or any
Bank, and the obligations of AMD Inc., under this Agreement. For the purposes of
this subordination, Senior Liabilities shall include all obligations of AMD
Holding under or in connection with any of the Operative Documents to the Agent,
the Security Agent, and each Bank, notwithstanding any right or power of any AMD
Holding or anyone else to assert any claim or defence as to the invalidity or
unenforceability of any such obligation, and no such claim or defence shall
affect or impair the
agreements and obligations of AMD Inc. hereunder; provided, however, that Senior
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Liabilities shall not include any obligations or liabilities of AMD Holding
which a court of competent jurisdiction shall have determined (which
determination shall be final and unappealable) are invalid or unenforceable.
SECTION 13. Cumulative Remedies; Modifications in Writing. The remedies provided
for herein are cumulative and are not exclusive of any remedies that may be
available to the Agent or the Security Agent at law, in equity, or otherwise. No
amendment, modification, supplement, termination, or waiver of or to any
provision of this Agreement, or consent to any departure by AMD Inc. or AMD
Holding therefrom, shall be effective unless the same shall be in writing and
signed by or on behalf of the Agent and the Security Agent.
SECTION 14. Severability of Provisions. In case any provision of this Agreement
is invalid or unenforceable, the validity or enforceability of the remaining
provisions hereof shall remain unaffected. The parties hereto shall have an
obligation to replace any invalid provision by a valid provision which
approximates best the economic purpose of the invalid provision.
SECTION 15. Termination. This Agreement and the obligations of the parties
hereunder shall terminate on the Loan Agreement Termination Date; provided, that
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such obligations shall automatically revive and be reinstated if and to the
extent that AMD Holding shall subsequently have obligations to any of the
Secured Parties under or arising out of any of the Financing Documents.
SECTION 16. Assignment. This Agreement shall be binding upon and shall inure to
the benefit of each party hereto and their respective successors and assigns;
provided, however, that the Security Agent, the Agent, and the Banks may
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transfer their rights under this Agreement, subject, however, to the provisions
of Section 26 of the Loan Agreement; provided, further, that neither AMD Inc.
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nor AMD Holding shall have the right to transfer or assign its rights under this
Agreement without the prior written consent of the Agent and the Security Agent;
and provided, further, that AMD Holding may assign this Agreement to the
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Security Agent as security for the obligations of AMD Holding under the Loan
Agreement and the other Operative Documents. Notwithstanding any such assignment
or transfer or any subsequent assignment or transfer thereof, Senior Liabilities
shall be and remain Senior Liabilities for the purposes of this Agreement, and
every immediate and successive assignee or transferee of any of the Senior
Liabilities or of any interest therein shall, to the extent of the interest of
such assignee or transferee in the Senior Liabilities, be entitled to the
benefits of this Agreement to the same extent as if such assignee or transferee
were the transferor, subject, however, to the provisions of Section 11;
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provided, however, that, in addition to its rights under Section 11, unless
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the Security Agent (acting on the instructions of an Instructing Group) shall
otherwise consent in writing, the Security Agent shall have an unimpaired right,
prior and superior to that of any such assignee or transferee, to enforce this
Agreement for the benefit of the Secured Parties as to those of the Senior
Liabilities which have not been so assigned or transferred.
SECTION 17. Notice. All notices, demands, instructions, and other communications
required or permitted to be given to or made upon any party hereto shall be in
writing and shall be personally delivered or sent by registered or certified
mail, postage pre-paid, return receipt requested, or by pre-paid telex, TWX, or
telegram, or by pre-paid courier service, or by telecopier, and shall be
deemed to be given for purposes of this Agreement on the day that such writing
is delivered or sent to the intended recipient thereof in accordance with the
provisions of this Section 17. Unless otherwise specified in a notice sent or
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delivered in accordance with the foregoing provisions of this Section 17,
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notices, demands, instructions, and other communications in writing shall be
given to or made upon the respective parties hereto at their respective
addresses (or to their respective telex, TWX or telecopier numbers) indicated
below.
To the Security Agent:
Dresdner Bank AG, as Security Agent
Xx. Xxxx-Ring 10
01067 Dresden
Attention: Direktion
Facsimile No.: (00) 000 000-0000
To the Agent:
Dresdner Bank AG, as Agent
Xx. Xxxx-Ring 10
01067 Dresden
Attention: Direktion
Facsimile No.: (00) 000 000-0000
To AMD Inc.:
Advanced Micro Devices, Inc.
Xxx XXX Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
Facsimile No.: (1) (000) 000 0000
To AMD Holding:
AMD Saxony Holding GmbH
Washingtonstrasse 16 A/B
01139 Dresden
Attention: Geschaftsfuhrer
Facsimile No.: (00) 000 0000 000
SECTION 18. Relationship to Other Agreements. The rights of the Agent and the
Security Agent pursuant to this Agreement 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
Banks, AMD Inc., and AMD Holding. Where such rights
and remedies are in conflict with the provision of this Agreement, the provision
of this Agreement shall prevail.
SECTION 19. Governing Law. The form and execution of this Agreement and all
rights and obligations of the parties arising hereunder shall be governed by the
Laws of the Federal Republic of Germany.
SECTION 20. Jurisdiction. AMD Inc. and AMD Holding hereby submit to the
exclusive jurisdiction of the courts in Frankfurt am Main for any dispute
arising out of or in connection with this Agreement. AMD Inc. states that
Advanced Micro Devices GmbH, Xxxxxxxxxxxxxxxxxx 000x, 00000 Xxxxxx, Xxxxxxx,
Tel.: x00 00 000 000, Fax: x00 00 000 000, is its accredited agent for service
of process and hereby undertakes to maintain an agent for service in Germany.
The foregoing submission to jurisdiction shall not (and shall not be construed
so as to) limit the rights of the Agent or the Security Agent to take suits,
actions, or proceedings against a Sponsor to enforce any judgment rendered by
the courts in Frankfurt am Main in any other court or entity of competent
jurisdiction where such Sponsor has assets, nor shall the taking of suits,
actions, or proceedings to enforce any such judgment in one or more
jurisdictions preclude the taking of enforcement proceedings in any other
jurisdiction, whether concurrently or not.
SECTION 21. Use of English Language. This Agreement has been executed in the
English language. All certificates, reports, notices, and other documents and
communications given or delivered pursuant to this Agreement shall be in the
English language and, if reasonably requested by the Agent, a certified German
translation thereof shall be furnished promptly thereafter. In the event of any
inconsistency, the English language version of any such document shall control.
SECTION 22. Operative Document. This Agreement is an Operative Document executed
pursuant to the Loan Agreement.
IN WITNESS WHEREOF, each of the parties set out below has caused this Agreement
to be duly executed and delivered by its respective officer or agent thereunto
duly authorized as of the date first above written.
ADVANCED MICRO DEVICES, INC.
By /s/ Xxxxxx X. Xxxxxxx
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Its
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AMD SAXONY HOLDING GMBH
/s/ Xxxxxx X. Xxxxxxx
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DRESDNER BANK AG, as Agent and Security Agent
/s/ Xx. Xxxx-Xxxxxx Xxxxxx /s/ Xxxxx Xxxxxxxx
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