AMD 1997 Annual Report Download - page 96

and substituting therefor the text "$190,000,000 funded in fiscal 1999," and
(iii) deleting "$400,000,000" from the proviso thereof and substituting therefor
"$470,000,000".
(b) References Within Credit Agreement. Each reference in the
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Credit Agreement to "this Agreement" and the words "hereof," "herein,"
"hereunder," or words of like import, shall mean and be a reference to the
Credit Agreement as amended by this Amendment.
3. Representations and Warranties. The Company hereby represents and
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warrants to the Agent, the Syndication Agent, the Documentation 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.
c. This Amendment and the Loan Documents, as amended by this
Amendment, constitute the legal, valid and binding obligations of the Company,
enforceable against it in accordance with their respective terms, without
defense, counterclaim or offset.
4. Amendment Effective Date. This Amendment will become effective on
January 26, 1998, provided that the Agent has received from each of the Company
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and the Majority Banks an executed counterpart of this Amendment.
5. Miscellaneous.
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(a) Credit Agreement Otherwise Not Affected. Except as expressly
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amended pursuant hereto, the Credit Agreement shall remain unchanged and in full
force and effect and is hereby ratified and confirmed in all respects. The
Banks', the Agent's, the Syndication Agent's and the Documentation Agent's
execution and delivery of, or acceptance of, this Amendment shall not be deemed
to create a course of dealing or otherwise create any express or implied duty by
any of them to provide any other or further amendments, consents or waivers in
the future.
(b) No Reliance. The Company hereby acknowledges and confirms to
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the Agent, the Syndication Agent, the Documentation Agent and the Banks that the
Company is executing this Amendment on the basis of its own investigations and
for its own reasons without reliance upon any agreement, representation,
understanding or communication by or on behalf of the Agent, the Syndication
Agent, the Documentation Agent, any Bank or any other Person.
Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998