AMD 1997 Annual Report Download - page 131

Section 4.1.11 hereof replace such existing definitions in their entirety.
3. Delivery of Consolidated Balance Sheet for May 24, 1998. Without
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limiting Guarantor's obligations under Section 4.1.1 of the Guaranty or any
other provision thereof or any other Operative Document, Guarantor shall deliver
to Lessor and Lender by no later than June 5, 1998 an unaudited consolidated
balance sheet of Guarantor and its Subsidiaries (as that term is presently
defined in the Existing Bank of America Credit Agreement) as at May 24, 1998,
certified by the chief financial officer or the treasurer of Guarantor as being
complete and accurate in all material respects and fairly presenting, in
accordance with GAAP (subject to ordinary, good faith, year-end audit
adjustments), the financial position of Guarantor and its Subsidiaries as of
such date, subject to the omission of the related statements of income,
shareholders' equity and cash flows for the relevant period. For the avoidance
of doubt, Guarantor's failure to satisfy the requirements of this Section 3
shall constitute an Event of Default under each of the Leases and a breach and
default and Deposit Event under this Guaranty. During such period of time that
Lessor (or in the case of Lessor, Canadian Imperial Bank of Commerce) or Lender
is also a party to the Existing Bank of America Credit Agreement and, by reason
of such status, receives the balance sheet required by this Section 3, then a
delivery of such balance sheet to such Person pursuant to the Existing Bank of
America Credit Agreement within the time periods required above shall be deemed
a receipt by such Person of such balance sheet under this Section 3 and
duplicate deliveries are not required.
4. Amendment Fees. In consideration of this Amendment and the approvals
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given herein, Guarantor agrees to pay a one-time nonrefundable fee of
Twenty-Five Thousand Dollars ($25,000) to Lessor and Twenty-Five Thousand
Dollars ($25,000) to Lender (the "Amendment Fees"). The Amendment Fees shall be
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paid by Guarantor by wire transfer to an account to be specified by each
recipient.
5. Representations and Warranties. To induce Lessor to amend the
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Guaranty as provided above: (a) Guarantor hereby represents that (i) after
giving effect to the amendments set forth in Section 2 above, no Default, Event
of Default or Deposit Event under the Guaranty, or Guarantor Default under the
Amended Land Lease or the Amended Building Lease, has occurred and is
continuing, (ii) all representations and warranties of Guarantor contained in
the Guaranty are true and correct on and as of the date of this Amendment as
though made on and as of such date, and (iii) the Existing Bank of America
Credit Agreement and each other Loan Document (as defined therein) to which the
Guarantor is a party constitutes the legal, valid and binding obligation of the
Guarantor, enforceable against the Guarantor in accordance with their respective
terms, and the Fifth Amendment to Credit Agreement
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Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998