AMD 1997 Annual Report Download - page 108

4. Amendment Effective Date. This Amendment will become effective on
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February 26, 1998, provided that the Agent has received (a) from each of the
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Company and the Majority Banks an executed counterpart of this Amendment, and
(b) from the Company a nonrefundable amendment fee of $500,000 to be distributed
to each Bank in accordance with its Pro Rata Share.
5. Delivery of Consolidated Balance Sheet for May 24, 1998. Without
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limiting the Company's obligations under Section 6.01 of the Credit Agreement
or any other provision thereof, the Company shall deliver to the Agent by no
later than June 5, 1998, with sufficient copies for each Bank, an unaudited
consolidated balance sheet of the Company and its Subsidiaries as at May 24,
1998, certified by a Responsible officer as being complete and accurate in all
material respects and fairly presenting, in accordance with GAAP (subject to
ordinary, good-faith year-end audit adjustments), the financial position of
the Company and its Subsidiaries as of such date, subject to the omission of
the related statements of income, shareholders' equity and cash flows for the
relevant period. For the avoidance of doubt, the Company's failure to satisfy
the requirements of this Section 5 shall constitute an Event of Default under
the Credit Agreement.
6. Miscellaneous.
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(a) Credit Agreement Otherwise Not Affected. Except as expressly amended
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pursuant hereto, the Credit Agreement shall remain unchanged and in full force
and effect and is hereby ratified and confirmed in all respects. The Banks', the
Agent's, the Syndication Agent's and the Documentation Agent's execution and
delivery of, or acceptance of, this Amendment shall not be deemed to create a
course of dealing or otherwise create any express or implied duty by any of them
to provide any other or further amendments, consents or waivers in the future.
(b) No Reliance. The Company hereby acknowledges and confirms to the
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Agent, the Syndication Agent, the Documentation Agent and the Banks that the
Company is executing this Amendment on the basis of its own investigations and
for its own reasons without reliance upon any agreement, representation,
understanding or communication by or on behalf of the Agent, the Syndication
Agent, the Documentation Agent, any Bank or any other Person.
(c) Amendments and Waivers. The provisions of this Amendment may only be
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amended or waived, and any consent with respect to any departure by the Company
therefrom may only be granted, in accordance with the terms of Section 10.01 of
the Credit Agreement.
(d) Costs and Expenses. The Company shall, whether or not the amendments
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contemplated hereby shall become effective, pay or reimburse the Agent, within
five Business Days after demand, for all costs and expenses incurred by the
Agent in connection with the development, preparation, delivery, administration
and execution of, and any amendment, supplement, waiver or modification to, this
Amendment and the
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Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998