AMD 2002 Annual Report Download - page 222

ARTICLE I
Definitions
SECTION 1.1 Definitions. Capitalized terms not otherwise defined in this Amendment Agreement are used with the definitions assigned to them in the Sponsors’
Support Agreement.
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’ Guaranty. 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’ Guaranty 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 hereby represents and warrants that:
(a) Organization; Corporate Power. It is duly incorporated and validly existing under the laws of the jurisdiction of its organization, and has all necessary
power and authority to execute and deliver this Amendment Agreement and to consummate the transactions contemplated by the Sponsors’ Guaranty, 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’ Guaranty, as amended by this Amendment Agreement, have been duly authorized 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’ Guaranty, as amended by this Amendment Agreement, constitutes its legal, valid and binding obligations,
enforce-
2
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003