AMD 2000 Annual Report Download - page 362

transactions contemplated by, the Dresden Agreements, including
without limitation the Revolving Intercompany Loans permitted
hereunder and (ii) engage in other transactions with Affiliates,
including Permitted Affiliate Investments, provided that the
terms of any such transactions described in this subsection (ii)
shall be materially no less favorable to the Borrower and its
Restricted Subsidiaries than would be obtained in a comparable
arms'-length transaction with a third party who is not an
Affiliate."
(ii) clause (a) is hereby amended and restated in its entirety
as follows:
"(a) pursuant to the Dresden Agreements (copies of which have
been provided to the Agent), the Borrower engages and will engage
in transactions with the German Subsidiary, including support in
the form of loans and guarantees, the purchase of wafers and
research, design and development services (and the license of
certain intellectual property rights to the German Subsidiary in
connection therewith), the provision of management services to
the German Subsidiary, and foreign exchange swap transactions,
and".
(e) Section 9.19 of the Loan Agreement is hereby amended by (i)
deleting the dollar amount "$100,000,000" and substituting therefor
"$200,000,000" and (ii) deleting the dollar amount "$1,500,000,000" and
substituting therefor "$1,750,000,000".
(f) Schedules 6.3, 8.3, 8.11, 8.12 and 8.22 to the Loan Agreement are
hereby amended and restated in their entirety in form of Schedules 6.3, 8.3,
8.11, 8.12 and 8.22 attached hereto.
3. Representations and Warranties. The Borrower hereby represents and warrants
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to the Agent and the Lenders as follows:
(a) No Default or Event of Default has occurred and is continuing (or
would result from the amendment of the Loan Agreement contemplated hereby).
(b) The execution, delivery and performance by the Borrower of this
Amendment and the Loan Agreement (as amended by this Amendment) have been duly
authorized by all necessary corporate and other action and do not and will not
require any registration with, consent or approval of, or notice to or action
by, any Person (including any Governmental Authority) in order to be effective
and enforceable.
(c) This Amendment and the Loan Agreement (as amended by this
Amendment) constitute the legal, valid and binding obligations of the Borrower,
enforceable against it in accordance with their respective terms.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001