AMD 2000 Annual Report Download - page 327

AMD SAXONIA WAFER PURCHASE AGREEMENT (as amended)
This AMD Saxonia Wafer Purchase Agreement (as amended, supplemented or
otherwise modified from time to time, this "Agreement") dated as of March 11,
1997 is between:-
(1) AMD Saxony Holding GmbH, a Gesellschaft mit beschrankter Haftung
organized and existing under the laws of Germany and registered in
Dresden, Germany ("AMD Holding"); and
(2) AMD Saxony Manufacturing GmbH, a Gesellschaft mit beschrankter
Haftung organized and existing under the laws of Germany and
registered in Dresden, Germany ("AMD Saxonia").
RECITALS
WHEREAS, AMD Saxonia is a wholly-owned Subsidiary (such and other
capitalized terms having the meaning assigned thereto in Section 1.01) of AMD
Holding, which in turn is a wholly-owned Subsidiary of Advanced Micro Devices,
Inc., a corporation organized and existing under the laws of the State of
Delaware, United States of America ("AMD Inc.");
WHEREAS, AMD Inc., AMD Holding and AMD Saxonia are currently involved in
the initial planning stages of a project pursuant to which AMD Saxonia will
construct, own and operate inter alia the Plant to be located in or near
Dresden, Germany, to manufacture Wafers using high-volume semiconductor wafer
fabrication processes;
WHEREAS, concurrently herewith, AMD Inc. and AMD Holding are entering into
the AMD Holding Wafer Purchase Agreement (as amended, supplemented or otherwise
modified from time to time, the "AMD Holding Wafer Purchase Agreement"),
pursuant to which, among other things, AMD Inc. will agree to purchase from AMD
Holding, and AMD Holding will agree to supply on an exclusive basis to AMD Inc.,
all Wafers as are ordered from time to time by AMD Inc. from AMD Holding, in
each case on the terms and conditions of the AMD Holding Wafer Purchase
Agreement;
WHEREAS, on the terms and conditions of this Agreement, including the
payment terms of Article III, AMD Holding wishes the exclusive right to purchase
Wafers from AMD Saxonia in order to enable AMD Holding to fulfill its
obligations under the AMD Holding Wafer Purchase Agreement, and AMD Saxonia is
willing, on such exclusive basis, to manufacture and sell Wafers to AMD Holding,
all on the terms and conditions of this Agreement: and
WHEREAS, concurrently herewith, (i) AMD Inc. and AMD Holding are entering
into the AMD Holding Research Agreement, (ii) AMD Inc., AMD Holding and AMD
Saxonia are entering into the License Agreement and the amendment and
restatement of the Management Service Agreement referred to in the definition
thereof, and (iii) AMD Holding and AMD
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001