AMD 1995 Annual Report Download - page 94

undertaken in accordance with all applicable Requirements of Law, and
(iv) such merger shall not result in any Default or Event of Default."
In addition, "; and" shall replace the period at the end of subsection (c) of
such Section 7.3.
3. Representations and Warranties.
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The Company hereby represents and warrants to the Administrative Agent
and the Banks as follows:
(a) No Default or Event of Default has occurred and is continuing.
(b) The execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary corporate and other action
and do not and will not require any registration with, consent or approval of,
notice to or action by, any Person (including any Governmental Authority) in
order to be effective and enforceable. The Term Loan Agreement as amended by
this Amendment constitutes the legal, valid and binding obligations of the
Company, enforceable against it in accordance with its respective terms, without
defense, counterclaim or offset.
(c) All representations and warranties of the Company contained in
the Term Loan Agreement are true and correct.
(d) The Company is entering into this Amendment on the basis of its
own investigation and for its own reasons, without reliance upon the
Administrative Agent and the Banks or any other Person.
4. Conditions to Effectiveness of Amendment.
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This Amendment will become effective on January 12, 1996; provided
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that each of the following conditions precedent is satisfied:
(a) The Administrative Agent shall have received from each of the
Company and the Majority Banks a duly executed original (or, if elected by the
Administrative Agent, an executed facsimile copy) of this Amendment; and
(b) Each of the representations and warranties set forth in Section 3
of this Amendment shall be true and correct on such date.
2.
Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996