AMD 2000 Annual Report Download - page 293

(b) Corporate Authority; No Conflict. The execution and delivery by it of
this First Amendment, and the performance by it of its obligations
under the AMD Holding Wafer Purchase Agreement as amended by this
First Amendment have been duly authorized by all necessary corporate
action (including any necessary shareholder action) on its part, and
do not and will not (i) violate any provision of any law, rule,
regulation, order, writ, judgment, injunction, decree, determination
or award presently in effect having applicability to it, or of its
charter or by-laws or (ii) result in a breach of, result in a
mandatory prepayment or acceleration of indebtedness evidenced by or
secured by, or constitute a default under, any indenture or loan or
credit agreement, or any other agreement or instrument to which it is
a party or by which it or its properties may be bound, or require the
creation or imposition of any encumbrance of any nature upon or with
respect to any of the properties now owned or hereafter acquired by
it; and
(c) Valid and Binding Obligations. The AMD Holding Wafer Purchase
Agreement, as amended by this First Amendment, constitutes its legal,
valid and binding obligation, enforceable against it in accordance
with its terms subject, however, to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and, as to enforceability, by general
equitable principles.
ARTICLE III
Miscellaneous
Section 3.1 Miscellaneous.
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(a) This First Amendment is limited as specified and, except as
specifically set forth herein, shall not constitute a modification,
amendment or waiver of any other provision of the AMD Holding Wafer
Purchase Agreement or any provision of any other Operative Document.
Except as specifically amended by this First Amendment, the AMD
Holding Wafer Purchase Agreement shall remain in full force and
effect and is hereby ratified and confirmed.
(b) This First Amendment shall be an Operative Document under and for
purposes of the Sponsors' Support Agreement.
(c) This First Amendment shall be governed by, and shall be construed in
accordance with, the internal laws of the State of California,
without regard to its conflicts of laws principles.
(d) This First Amendment is in the English language, which language shall
be controlling in all respects.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001