AMD 2000 Annual Report Download - page 169

(iii) will not result in an obligation of any of them to create or
grant any security in favour of any third party, save as
contemplated in the Security Documents or in this Agreement.
15.1.5 All Operative Documents entered into by the AMD Companies constitute the
legally valid and binding obligations of AMD Saxonia, AMD Holding and/or
AMD Inc., respectively, enforceable in accordance with their terms,
subject, however, to the Opinion Reservations. For this purpose,
"Opinion Reservations" means limitations on the enforceability of legal
documents which are subject to German law or the law of the U.S.A. or
one of its states to the extent that in respect of these circumstances
qualifications are expressly made in the legal opinions which are to be
furnished to the Agent pursuant to (S) 5.1.11 and which are to be
approved by the Agent. The granting of the security pursuant to (S)
8.1.1 to (S) 8.1.19 (inclusive) will be effective to grant to the
Security Agent and / or the Banks a first priority security interest in
each case, subject to retentions of title permitted in accordance with
this Agreement. At the date of entering into this Agreement, AMD Saxonia
does not own any real property, save for the real property referred to
in (S) 8.1.6.
15.1.6 The audited consolidated financial statements of AMD Holding and the
audited financial statements of AMD Saxonia each as at 31 December 1996
which have been furnished to the Agent, together with the relevant cash
flow statements as at such date were, and the financial statements to be
delivered pursuant to (S) 16.2.1 will be, prepared in accordance with
generally accepted accounting principles consistently applied; in
accordance with these principles they fairly represent, and, in the case
of the financial statements to be delivered pursuant to (S) 16.2.1, will
fairly represent, the consolidated financial position of AMD Holding and
AMD Saxonia respectively without qualification and make provision for
all material indebtedness and other liabilities, actual or contingent,
of AMD Holding and AMD Saxonia save to the extent set out in Schedule
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15. Since their respective dates of incorporation, there has been no
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material adverse change in the business or financial position of AMD
Saxonia and AMD Holding.
15.1.7 The audited financial statements of AMD Saxonia to be delivered in
accordance with (S) 5.1.8 (iii) and (S) 16.2.2 were prepared in
accordance with generally accepted accounting principles consistently
applied. They are in accordance with those principles, true and accurate
in all material respects and fairly represent the financial position of
AMD Saxonia without qualification; in particular, provision has been
made for all material indebtednes and all other liabilities, actual or
contingent. Since the date of the latest audited accounts there has been
no material adverse change in the business or financial position of AMD
Saxonia.
15.1.8 There are no actions, suits, proceedings, claims or disputes or
administrative proceedings pending or threatened against AMD Saxonia or
AMD Holding or the assets or other sources of income of AMD Saxonia or
AMD Holding which if an unfavourable outcome was reasonably probable,
could reasonably be expected to have a material adverse effect on the
financial position of AMD Saxonia or AMD Holding.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001