AMD 2003 Annual Report Download - page 271

Limited Partners’ Capital Contributions I or II or, insofar as applicable, their silent partner capital contributions become due by written notice to the
respective other Parties / AMD Fab X.
4.3 The Parties may hold their limited partner and silent participations in AMD Fab X directly or indirectly through one or more companies (“Holding
Companies”). Other than the respective Party and M+W Zander Facility Engineering GmbH, no entities may hold an interest in the Holding Companies
whose objects cover the development, manufacture, marketing or sale of semiconductor products (“Competing Entities”). Entities of the AMD Group are
not considered Competing Entities. Other than M+W Zander Facility Engineering GmbH no Competing Entities may hold a direct or indirect interest in
M+W. In deviation from the preceding sentences 2 and 4, finance investors who are not themselves engaged in the design, development, manufacture,
marketing or sale of semiconductors may hold direct or indirect interests in AMD Fab X (above all, through Holding Companies and M+W). In case of a
indirect participation, the respective Party must warrant that the Holding Company holding the limited partner share in AMD Fab X fulfils the obligations
of the respective Party and/or Holding Company under this Agreement and under the attached Partnership Agreements. Conversely, the other Parties
hereto will grant to such Holding Company such rights which would be due to the concerned Party in case of a direct participation. In addition,
concurrently with the execution of this Cooperation Agreement, AMD will issue the guarantees according to Appendix 4.3.
4.4 Insofar as any Party holds a direct or indirect share in a Competing Entity, such Party agrees to impose the same duties of confidentiality on the persons
assigned by it to the organs of the Competing Entity as provided in section 20. In case of an indirect participation, the above provision shall be applied
correspondingly insofar as a Holding Company holds a direct or indirect share in a Competing Entity. Insofar as any Party or Holding Company holds a
direct or indirect majority share in a Competing Entity, the other Parties shall have the right to require from such Party or Holding Company the transfer of
its shareholding in AMD Fab X, including any silent partner participation, to them or to a third party (Call Option) in accordance with Article 10.8 of the
Limited Partnership Agreement. In addition, Parties and Holding Companies with a direct or indirect interests in a Competing Entity are strictly prohibited
from disclosing to the Competing Entity technical information, including information regarding the technology to manufacture Wafers. M+W Zander
Facility Engineering GmbH
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Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004