AMD 2000 Annual Report Download - page 292

Holding, in each case on the terms and conditions of the AMD Holding Wafer
Purchase Agreement;
WHEREAS, AMD Holding and AMD Saxonia are party to that certain AMD
Saxonia Wafer Purchase Agreement dated as of March 11, 1997, as amended by the
First Amendment to AMD Saxonia Wafer Purchase Agreement dated as of February 8,
1998 (as so amended, the "AMD Saxonia Wafer Purchase Agreement") pursuant to
which AMD Holding has the exclusive right to purchase Wafers from AMD Saxonia in
order to enable AMD Holding to fulfill its obligations under the AMD Holding
Wafer Purchase Agreement, and AMD Saxonia has agreed on such exclusive basis, to
manufacture and sell Wafers to AMD Holding;
WHEREAS, concurrently herewith, the parties are amending the AMD
Saxonia Wafer Purchase Agreement to revise certain pricing and cost
reimbursement obligations and to make certain other amendments, all on the terms
and conditions more particularly set forth in this First Amendment; and
WHEREAS, the parties desire to make certain conforming amendments to
the AMD Holding Wafer Purchase Agreement, on the terms and conditions more
particularly set forth in this First Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, intending to be legally bound hereby, the parties hereto agree as
follows:
ARTICLE I
Amendments
Section 1.1 The AMD Holding Wafer Purchase Agreement shall be amended and
restated in the form set out in Schedule A to this First Amendment.
ARTICLE II
Representations and Warranties
Section 2.1 Each of AMD Inc. and AMD Holding, severally and for itself
alone, hereby represents and warrants to the other as follows:
(a) Organization; Corporate Power. It is duly incorporated and validly
existing under the laws of the jurisdiction of its organization, and
has all necessary power and authority to execute and deliver this
First Amendment and to consummate the transactions contemplated by
the AMD Holding Wafer Purchase Agreement as amended by this First
Amendment;
2
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001