AMD 2002 Annual Report Download - page 193

consolidated balance sheet of AMD Inc. as at the end of such Fiscal Year and a consolidated statement of income and statement of
shareholders’ equity and cashflows of AMD Inc. for such Fiscal Year, setting forth in comparative form the corresponding figures for the
preceding Fiscal Year, all in reasonable detail and certified by independent certified public accountants of recognised national standing and
by an authorised financial officer of AMD Inc. as fairly presenting in accordance with GAAP, consistently applied, the financial position
and results of operations of AMD Inc. and its Subsidiaries, and (y) a certificate from each Sponsor confirming, as of the date of such
certificate, that, except as otherwise therein set forth, each of the representations and warranties made by each AMD Company in any
Operative Document to which it is a party is true and accurate in all material respects on the date of such certificate, except to the extent that
any such representation or warranty expressly relates solely to an earlier date;
(d) (x) in connection with the completion of any Scheduled Project Phase, (1) a Scheduled Project Phase Technical Completion Certificate (AMD
Companies), and (2) a Scheduled Project Phase Technical Completion Certificate (Technical Advisor), and (y) as soon as available, and in
any event within ten (10) days after the completion of any Scheduled Project Phase, (1) a Project Budget and (2) a Project Schedule relating to
the Project, setting forth in reasonable detail a description of all of the Capital Expenditures which have been made during each Scheduled
Project Phase (other than the final Project Phase) with respect to the Project to the date thereof and those which are anticipated to be made
during each Project Phase prior to Completion;provided,however, that if, at any time prior to Completion, any AMD Company or the Agent
(acting on the instructions of an Instructing Group), determines that it is appropriate to amend, supplement, or otherwise modify the Approved
Project Budget, or the Approved Project Schedule, the parties hereto hereby agree to discuss in good faith any such proposed amendment,
supplement, or modification;provided,further, that (a) neither the Agent nor the Banks shall be obligated in any matter, as a result of any
such discussions or otherwise, to agree to any amendments, supplements, or other modifications to the Approved Project Budget or Approved
Project Schedule which would reduce or relax the then required financial performance of AMD Saxonia with respect to the Project, and (b)
each of the Agent and the Banks reserve(s) all rights hereunder in the event that such discussions fail to produce an amendment or other
supplement to, or modification of, the Approved Project Budget or the Approved Project Schedule. In the event (but only in such event) that
AMD Saxonia (with the consent of each Sponsor) and the Agent agree to amend, supplement, or otherwise modify any Approved Project
Budget or any Approved Project Schedule, as the case may be, then such amended, supplemented, or otherwise modified Approved Project
Budget or Approved Project Schedule, as the case may be, shall thereafter be the “Approved Project Budget” or the “Approved
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003