AMD 1997 Annual Report Download - page 183

(b) shall not relieve the Sponsors from any obligation
to make Class A Sponsors' Loans, Class B Sponsors' Loans or
Class C Sponsors' Loans in accordance with Sections 2.1, 2.2,
------------------
2.3 and 2.4 above respectively.
--- ---
(viii) The existing Section 2.5 shall be renumbered Section 2.6.
(ix) All references to Dresdner Bank AG, in its capacity as Agent, and its
address, as the case may be, shall be replaced by a corresponding
reference to Dresdner Bank Luxembourg S.A., and its address, as the
case may be.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Representations and Warranties Each of the Sponsors and AMD
Saxonia 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' Loan
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 obligation under the Sponsors'
Loan 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' Loan 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.
SECTION 3.2 Miscellaneous.
Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998