AMD 1997 Annual Report Download - page 120

Agreement conflict with the existing definitions in the Guaranty, such
incorporated definitions shall with respect to the Sections of the Existing
Bank of America Credit Agreement which are incorporated by reference and listed
in the first paragraph of this Section 4.1.11 hereof replace such existing
definitions in their entirety.
(d) Section 4.2.16 shall be amended by inserting at the end of
subsection (b) after the word "Lessee" and before the period the following:
", but excluding any prohibitions or restrictions relating to the
German Subsidiary as set forth in the Existing German Documents as
those prohibitions or restrictions existed on February 6, 1998, and
without regard to any amendments, modifications, restatements,
consents or waivers entered into or granted thereafter."
3. Representations and Warranties. To induce Lessor to amend the
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Guaranty as provided above: (a) Guarantor hereby represents that (i) after
giving effect to the amendments set forth in Section 2 above, no Default,
Event of Default or Deposit Event under the Guaranty, or Guarantor Default
under the Amended Land Lease or the Amended Building Lease, has occurred and
is continuing, (ii) all representations and warranties of Guarantor contained
in the Guaranty are true and correct on and as of the date of this Amendment
as though made on and as of such date, and (iii) the Existing Bank of America
Credit Agreement and each other Loan Document (as defined therein) to which
the Guarantor is a party constitutes the legal, valid and binding obligation
of the Guarantor, enforceable against the Guarantor in accordance with their
respective terms, and the Fourth Amendment to Credit Agreement has become
effective in accordance with Section 4 thereof, and (b) Lessee hereby
represents that (i) after giving effect to the amendments set forth in Section
2 above, no Default or Event of Default under the Amended Land Lease or the
Amended Building Lease has occurred and is continuing, and (ii) all
representations and warranties of Lessee contained in the Amended Land Lease
and the Amended Building Lease are true and correct on and as of the date of
this Amendment as though made on and as of such date.
4. Reaffirmation. Guarantor hereby acknowledges and reaffirms in
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their entirety each of the waivers set forth in the Guaranty, including,
without limitation, those set forth at Sections 2.5, 2.6 and 2.7.
5. Conditions to Effectiveness of Amendment. This Amendment shall
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become effective on the date on which all of the following conditions
precedent have been satisfied:
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Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998