AMD 2003 Annual Report Download - page 148

WHEREAS, contemporaneously with the execution and delivery of this Fourth Amendment, AMD Saxonia, Dresdner Bank AG, the other Banks and
Financial Institutions named therein, Dresdner Bank Luxembourg S.A. as Agent and Paying Agent and Dresdner Bank AG, as Security Agent, are entering into
Amendment No. 6 to the Syndicated Loan Agreement dated 11 March 1997, as amended from time to time (“Amendment No. 6”), and it is a condition to the
effectiveness of said Amendment No. 6 (the date on which said Amendment No. 6 becomes effective being referred to herein as the “Amendment No. 6 Effective
Date”) that a copy of this Fourth Amendment shall be delivered to the Agent;
NOW, THEREFORE, in consideration of the mutual agreements contained herein, intending to be legally bound hereby, the parties hereto agree as
follows:
ARTICLE I
Amendments
Section 1.1 With effect from the Amendment No. 6 Effective Date, the AMD Saxonia Wafer Purchase Agreement is hereby amended by deleting the
entirety of Section 1.01(65)(i), pertaining to Total Costs, and replacing said Section 1.01(65)(i) with the following:
“(i) Total Costs for each Month shall be (i) decreased for that Month by the amount by which the work-in-progress and finished products inventory at
the end of that Month exceeds the amount of the work-in-progress and finished products inventory at the end of the immediately preceding Month,
and (ii) increased for that Month by the amount by which the work-in-progress and finished products inventory at the end of that Month is less than
the amount of the work-in-progress and finished products inventory at the end of the immediately preceding Month;”
ARTICLE II
Representations and Warranties
Section 2.1 Each of AMD Holding and AMD Saxonia, severally and for itself alone, hereby represents and warrants, as of the date hereof and as of the
Amendment No. 6 Effective Date, to the other as follows:
(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 Fourth Amendment and, following the Amendment No. 6 Effective Date, to consummate the transactions
contemplated by the AMD Saxonia Wafer Purchase Agreement as amended by this Fourth Amendment;
(b) Corporate Authority; No Conflict. The execution and delivery by it of this Fourth Amendment, and the performance by it following the Amendment
No. 6 Effective Date of its obligations under the AMD Saxonia Wafer Purchase Agreement, as amended by this Fourth Amendment, 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
Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004