AMD 1997 Annual Report Download - page 172

(xi) All references to Dresdner Bank AG in its capacity as Agent, including its
address, as the case may be, shall be replaced by corresponding references
to Dresdner Bank Luxembourg S.A., including its address, as the case may
be, in such capacity.
ARTICLE III
REVISED BUDGET AND DISCLOSURE SCHEDULE
The parties hereto confirm that the Project Budget attached as Exhibit I hereto
---------
is, the "Approved Project Budget" for all purposes of the Sponsors' Support
Agreement until such time as there is another Approved Project Budget in
accordance with the terms of the Sponsors' Support Agreement. The parties hereto
agree that the Sponsors' Disclosure Schedule in Schedule II to the Sponsors'
Support Agreement shall be deleted and be replaced with the Sponsors' Disclosure
Schedule attached as Exhibit II hereto.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1 Representations and Warranties Each of the Sponsors hereby
represents and warrants that:
(a) Organization; Corporate Power. It is duly incorporated and validly
existing under the laws of the jurisdiction of its organization, and has
all necessary power and authority to execute and deliver this Amendment and
to consummate the transactions contemplated by the Sponsors' Support
Agreement, as amended hereby;
(b) Corporate Authority; No Conflict. The execution and delivery by it of this
Amendment, and the performance by it of its obligations under the Sponsors'
Support Agreement, as amended by this Amendment, have been duly authorized
by all necessary corporate action (including any necessary shareholder
action) on its part, and do not and will not (i) violate any provision of
any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to it, or
of its charter or by-laws or (ii) result in a breach of, result in a
mandatory prepayment or acceleration of indebtedness evidenced by or
secured by, or constitute a default under, any indenture or loan or credit
agreement, or any other agreement or instrument to which it is a party or
by which it or its properties may be bound, or require the creation or
imposition of any encumbrance of any nature upon or with respect to any of
the properties now owned or hereafter acquired by it; and
(c) Valid and Binding Obligations. The Sponsors' Support Agreement, as amended
by this Amendment, constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms subject, however, to
applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors' rights generally and, as to enforceability, by
general equitable principles.
Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998