AMD 2000 Annual Report Download - page 363

(d) All representations and warranties of the Borrower contained in
the Loan Agreement are true and correct (except to the extent such
representations and warranties expressly refer to an earlier date, in which case
they shall be true and correct as of such earlier date).
(e) The Borrower is entering into this Amendment on the basis of its
own investigation and for its own reasons, without reliance upon the Agent and
the Lenders or any other Person.
(f) The Borrower's obligations under the Loan Agreement and under the
other Loan Documents are not subject to any defense, counterclaim, set-off,
right of recoupment, abatement or other claim.
4. Conditions of Effectiveness.
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(a) This Amendment shall be effective as of the date hereof (the
"Effective Date"), provided that the Agent shall have received from the Borrower
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and the Majority Lenders a duly executed original (or, if elected by the Agent,
an executed facsimile copy) of this Amendment.
(b) From and after the Effective Date, the Loan Agreement is amended
as set forth herein. Except as expressly amended pursuant hereto, the Loan
Agreement shall remain unchanged and in full force and effect and is hereby
ratified and confirmed in all respects.
(c) The Agent will notify the Borrower and the Lenders of the
occurrence of the Effective Date.
5. Miscellaneous.
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(a) The Borrower acknowledges and agrees that the execution and
delivery by the Agent and the Lenders of this Amendment shall not be deemed to
create a course of dealing or an obligation to execute similar waivers or
amendments under the same or similar circumstances in the future.
(b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and thereto and their respective successors and assigns.
(c) This Amendment shall be governed by and construed in accordance
with the law of the State of California, provided that the Agent and the Lenders
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shall retain all rights arising under Federal law.
(d) This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument. Each of the parties hereto
understands and agrees that this document (and any other document required
herein) may be delivered by any party thereto either in the form of an executed
original or an executed original sent by facsimile transmission to be followed
promptly by mailing of a hard copy original, and that receipt by the Agent of a
facsimile transmitted document purportedly bearing the signature of a Lender or
the Borrower shall bind
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001