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subject to any condition other than the effectiveness of this Amendment. The documents referred to in §§ 4.1.3 to 4.1.6 shall be in form and substance

satisfactory to the Agent.

4.1.1 Amendment agreement to the Sponsors’ Subordination Agreement in the form set out in Schedule 3 to this Agreement;

4.1.2

Amendment agreement to the AMD Saxonia Wafer Purchase Agreement in the form set out in Schedule 4 to this Agreement and the

consent and acknowledgement to such amendment agreement by the parties under the AMD Holding Wafer Purchase Agreement as

set out in Schedule 5;

4.1.3

Written acknowledgement of the Sächsische Aufbaubank GmbH relating to the amendments to the Loan Agreement and the Operative

Documents referred to therein;

4.1.4

Written confirmation of the Guarantors relating to the amendments to the Loan Agreement and the Operative Documents referred to

therein, as set out in Schedule 2;

4.1.5 Written acceptance of the revised Guaranty Decision by AMD Inc. and AMD Saxonia;

4.1.6

Commercial register extracts of most recent date of AMD Admin, AMD Holding and AMD Saxonia and equivalent documents for

AMD Inc. and AMD Saxony LLC;

4.1.7 Legal Opinion of O’Melveny & Myers LLP, counsel to AMD Inc., under US law, as set out in Schedule 6;

4.1.8 Legal Opinion of Nörr Stiefenhofer Lutz, counsel to the AMD-Companies, as set out in Schedule 7;

4.1.9 Legal Opinion of Baker & McKenzie, counsel to the Agent and Banks, as set out in Schedule 8;

4.1.10 Legal Opinion of White & Case, Feddersen, counsel to the Agent and the Banks, as set out in Schedule 9;

§ 5

Conditions Subsequent

5.1 AMD Saxonia shall ensure that certified land register extracts shall be delivered to the Agent showing:

5.1.1 that the area referred to under § 3.3.1 and the land parcels referred to under § 3.3.2 above have been transferred;

5.1.2 the partial release of the first priority land charge relating to the land parcels referred to under § 3.3.1 and § 3.3.2 above; and

Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004