AMD 1997 Annual Report Download - page 153

2.34 Schedule 24 shall be supplemented by the inclusion of the Memorandum
of Understanding ("Gemeinsame Feststellungen") dated 19 February 1997, the
Guarantors' Amendment Decision of 12 December 1997 and the letter of C&L
Deutsche Revision AG dated 5 January 1998, each in the form of Schedule 11.
2.35 There shall be included the contents of Schedule 11 as a new Schedule
63 (Maximum 65/35 Guaranty Amount).
2.36 All references to Dresdner Bank AG in its capacity as Agent and its
address shall henceforth be changed to corresponding references to Dresdner Bank
Luxembourg S.A. and its address.
(S) 3
CONDITION PRECEDENT
3.1 This Supplemental Agreement is subject to the condition precedent
that the following conditions are satisfied in full and the Agent has confirmed
to the Banks in writing that it has received the documents referred to in (S)(S)
3.1.1 to 3.1.16 inclusive. The form and content of the documents described in
(S)(S) 3.1.4, 3.1.5, 3.1.6, 3.1.7, 3.1.15 and 3.1.16 must be satisfactory to the
Agent. The documents referred to in (S)(S) 3.1.1 to 3.1.8 inclusive, whose
effectiveness may not be conditional (save for conditions relating to the
execution of this Supplemental Agreement) must be executed in legally binding
form:
3.1.1 Supplemental Agreement to the Sponsors' Support Agreement, in the
form set out in Schedule 1;
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3.1.2 Supplemental Agreement to the AMD Saxonia Wafer Purchase Agreement,
in the form set out in Schedule 2, together with a written consent from AMD
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Inc.;
3.1.3 Supplemental Agreement to the Sponsors' Loan Agreement, in the form
set out in Schedule 3;
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3.1.4 written confirmation by AMD Inc. relating to the continuing
enforceability of the AMD Inc. Guaranty dated 11 March 1997;
3.1.5 written confirmation by the Sponsors relating to the continuing
enforceability of the Sponsors' Guaranty dated 11 March 1997;
3.1.6 the Fourth Amendment to the "AMD Inc. 1996 Bank Credit Agreement"
within the meaning of the Sponsors' Support Agreement;
3.1.7 written confirmation of acceptance from AMD Inc. and AMD Saxonia
relating to the Amendment Decision of the Guarantors dated 12 December
1997;
3.1.8 Supplemental Agreement to the AMD Saxonia Hedging Agreement dated 11
March 1997;
Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998