AMD 2000 Annual Report Download - page 321

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, the parties now desire to amend 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 Second 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 Saxonia Wafer Purchase Agreement shall be amended and
restated in the form set out in Schedule A to this Second Amendment.
ARTICLE II
Representations and Warranties
Section 2.1 Each of AMD Holding and AMD Saxonia, 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
Second Amendment and to consummate the transactions contemplated by
the AMD Saxonia Wafer Purchase Agreement as amended by this Second
Amendment;
(b) Corporate Authority; No Conflict. The execution and delivery by it of
this Second Amendment, and the performance by it of its obligations
under the AMD Saxonia Wafer Purchase Agreement as amended by this
Second 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,
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001