AMD 2000 Annual Report Download - page 152

known to the Franchise Tax Board and is entitled to carry
on business in the State of California; the provision of
such confirmation shall not, however, be necessary to the
extent that such confirmation cannot be provided for the
reasons disclosed in the Disclosure Schedule, provided the
decisions concerning the tax assessments have been
challenged bona fide in appropriate proceedings and
provision has been made therefor in accordance with US
GAAP.
The date of the documents referred to above shall not be more than one
month prior to the date of the initial Drawdown Notice.
(ii) Documents relating to AMD Holding
---------------------------------
(a) certified copy of the Commercial Registry extract and the
articles of incorporation of AMD Holding in the form
certified by the County Court. The date of the Commercial
Registry extract shall not be more than one month prior to
the date of the Drawdown Notice;
(b) confirmation of the Managing Directors (Geschaftsfuhrung)
of AMD Holding that the matters set out in the documents
referred to in (a) are true and accurate in all respects
as they relate to the actual facts;
(c) audited financial statements of AMD Holding, including
notes to the statements and a management report, together
with an unqualified report by the Auditors for the year
ended 31 December 1996.
(iii) Documents relating to AMD Saxonia
---------------------------------
(a) certified copy of the Commercial Registry extract and the
articles of incorporation of AMD Saxonia in the form
certified by the County Court; the date of the Commercial
Registry extract shall not be more than one month prior to
the date of the initial Drawdown Notice;
(b) written confirmation of the Managing Directors
(Geschaftsfuhrung) of AMD Saxonia that the documents
referred to in (a) are true and accurate in all respects
as they relate to the actual facts.
(c) audited financial statements of AMD Saxonia including
notes to the statements and a management report, together
with an unqualified report by the Auditors for the year
ended 31 December 1996.
5.1.9 The Agent has received from AMD Inc. confirmation in the form of Schedule
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3, dated as of the date of the initial Drawdown Notice, stating that
-
there is attached (i) a written resolution of its Board of Directors
authorising execution of the Operative Documents and (ii) a copy of its
by-laws in effect at the date of the initial Drawdown Notice and (iii) a
list of its agents and officers who have signed the Operative Documents
and the documents relating thereto as authorised signatories.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001