AMD 2003 Annual Report Download - page 144

ARTICLE III
Miscellaneous
SECTION 3.1 Representations and Warranties. Each of the Sponsors, AMD Saxonia and the Additional Partner Companies hereby represents and warrants as of
the date hereof 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, following the Amendment No. 6 Effective Date, to consummate the transactions
contemplated herein;
(b) Corporate Authority; No Conflict. The execution and delivery by it of this Amendment, and the performance by it of its obligations hereunder 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. 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.
(a) This Amendment is limited as specified and, except as expressly herein provided, shall not constitute a modification, amendment or waiver of any other
provision of any other Operative Document. Except as specifically amended by this Amendment, the Sponsors’ Subordination Agreement shall remain in
full force and effect and is hereby ratified and confirmed.
(b) This Amendment shall be an Operative Document under and for purposes of the Sponsors’ Support Agreement.
(c) The form and execution of this Amendment and all rights and obligations of the parties arising hereunder shall be governed by the laws of the Federal
Republic of Germany.
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Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004