AMD 2000 Annual Report Download - page 168

(S) 14
Continuity Clause
European Economic and Monetary Union anticipates the introduction of a single
currency and the substitution of the national currencies of Member States
participating in such Monetary Union. On the date on which the Deutsche Mark is
replaced by the single currency, conversion into such currency shall take
effect. The denomination of the original currency shall be retained for so long
as this is legally permissible. Conversions shall be based on the officially
fixed rate of conversion. Neither the introduction of the single currency nor
the substitution of the national currencies of the Member States participating
in such Monetary Union nor the fixing of the official rate of conversion nor any
economic consequences that arise from any of the aforementioned events or in
connection with such Monetary Union shall give rise to any right to terminate
prematurely, contest, cancel, rescind, modify, or renegotiate this Agreement or
any of its provisions or to raise any other objections and/or exceptions or to
assert any claims for compensation. This Agreement shall continue in full force
and effect in accordance with its terms; in particular, interest rates which
have been set for an interest period shall remain unchanged for such interest
period, subject to any mandatory provisions.
(S) 15
Representations and Warranties
15.1 AMD Saxonia represents and warrants to the Banks as follows:
15.1.1 each of AMD Saxonia and AMD Holding is a duly organised and existing
company under the laws of the Federal Republic of Germany;
15.1.2 each of AMD Saxonia and AMD Holding have taken all necessary steps and
obtained all necessary consents to enter into legally binding
obligations pursuant to the Operative Documents and the Security
Documents and to exercise its respective rights thereunder;
15.1.3 the certified Commercial Registry extracts furnished to the Agent and
the notarially certified articles of association of AMD Saxonia and AMD
Holding and the other documents to be furnished pursuant to (S) 16.5
reflect in all respects the actual position existing on the date
furnished to the Agent;
15.1.4 the execution of the Operative Documents by AMD Saxonia, AMD Holding and
AMD Inc. and the compliance by each of them of their obligations
thereunder and the exercise by each of them of their rights thereunder:
(i) do not violate any provision of applicable law, any judgment or any
requirements or any approvals of any authority or the like or
contractual obligations applicable to them or any other
obligations;
(ii) will not result in the termination or acceleration of any of their
other respective obligations;
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001