AMD 2002 Annual Report Download - page 121

3.1.7 Legal Opinion of O’Melveny & Myers LLP, counsel to AMD Inc., under US law, as set out in Schedule 9;
3.1.8 Legal Opinion of Nörr Stiefenhofer Lutz, counsel to the AMD-Companies, as set out in Schedule 10;
3.1.9 Legal Opinion of Baker & McKenzie, counsel to the Agent and Banks, as set out in Schedule 11;
3.1.10 Legal Opinion of White & Case, Feddersen, counsel to the Agent and the Banks, as set out in Schedule 12;
3.1.11 Fairness Opinion from Ernst & Young relating to the Management Plan, as set out in Schedule 13;
3.1.12 Written evidence that (i) the Banks under the Loan and Security Agreement of 13.7.1999 and (ii) the Banks under the Term Loan and Security
Agreement of 27.9.2002, each as amended from time to time, have consented to the increase of the Sponsors’ Guaranty in accordance with the
provisions of the Sponsors’ Support Agreement and the Sponsors’ Guaranty referred to in §§ 3.1.1 and 3.1.2 or confirmation in the legal opinion
of O’Melveny & Myers, as set out in Schedule 9 that no such consent is required.
§ 4
Representations and Warranties
4.1 AMD Saxonia hereby represents and warrants to the Banks as at the date hereof as follows:
4.1.1. AMD Saxonia has taken all necessary steps and/or obtained all necessary consents for the execution of this Agreement and/or will take all
necessary steps and/or obtain all necessary consents required for the execution of the Amendment Agreements to which it is a party as well as all
other documents referred to in § 3.1 to which it is party in order
10
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003