AMD 2002 Annual Report Download - page 128

SECTION 1.2 Construction. In this Amendment Agreement, unless the context requires otherwise, references to Sections and Schedules are to Sections
and Schedules of the Sponsors’ Support Agreement. Section headings are inserted for reference only and shall be ignored in construing this Amendment
Agreement.
ARTICLE II
Amendments
SECTION 2.1 Amendments. With effect from the date hereof, the Sponsors’ Support Agreement shall be amended and restated in its entirety in the form
set out inSchedule 1 to this Amendment Agreement.
ARTICLE III
Miscellaneous
SECTION 3.1 Representations and Warranties. Each of the Sponsors, AMD Saxony LLC and AMD Admin hereby represents and warrants that as of the
date hereof:
(a) Organisation; Corporate Power. It is duly organised and validly existing under the laws of the jurisdiction of its organisation, and has all necessary power
and authority to execute and deliver this Amendment Agreement and to consummate the transactions contemplated by the Sponsors’ Support Agreement, as
amended hereby;
(b) Corporate Authority; No Conflict. The execution and delivery by it of this Amendment Agreement, and the performance by it of its obligations under the
Sponsors’ Support Agreement, as amended by this Amendment Agreement, have been duly authorised 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 Sponsors’ Support Agreement, as amended by this Amendment Agreement, constitutes its legal, valid, and binding
obligations, 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.
SECTION 3.2 Repetition of Representation and Warranties. The representations and warranties contained inSections 12.1 and12.2 of the Sponsors’
Support Agreement shall be repeated by AMD Inc. and the Sponsors, respectively on the date hereof except to the extent any such representation and
warranty expressly relates solely to an earlier date.
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003