AMD 2003 Annual Report Download - page 147

Exhibit 10.38(l-5)
FOURTH AMENDMENT TO AMD SAXONIA
WAFER PURCHASE AGREEMENT
THIS FOURTH AMENDMENT to AMD Saxonia Wafer Purchase Agreement (this “Fourth Amendment”), dated as of 24 February 2004, is made
between AMD SAXONY HOLDING GMBH, Dresden, registered in the Commercial Register of the Dresden County Court, HRB 13931 (“AMD Holding”), and
AMD SAXONY LIMITED LIABILITY COMPANY & CO. KG, Dresden, registered in the Commercial Register of the Dresden County Court HRA 4896,
(“AMD Saxonia”).
RECITALS
WHEREAS, AMD Saxonia is an indirect wholly-owned Subsidiary (such and other capitalized terms having the meanings assigned to them in the AMD
Saxonia Wafer Purchase Agreement (as defined below)) 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 involved in a project pursuant to which AMD Saxonia has constructed, and owns and
operates inter alia the Plant located in Dresden, Germany, to manufacture Wafers using high-volume semiconductor wafer fabrication processes;
WHEREAS, AMD Inc. and AMD Holding are party to the AMD Holding Wafer Purchase Agreement dated as of 11 March 1997, as amended by the First
Amendment to the AMD Holding Wafer Purchase Agreement dated as of 20 February 2001 (as amended, supplemented or otherwise modified from time to time,
the “AMD Holding Wafer Purchase Agreement”), pursuant to which, among other things, AMD Inc. has agreed to purchase from AMD Holding, and AMD
Holding has agreed 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, AMD Holding and AMD Saxonia are party to that certain AMD Saxonia Wafer Purchase Agreement dated as of 11 March 1997, as amended
by the First Amendment to AMD Saxonia Wafer Purchase Agreement dated as of 8 February 1998, the Second Amendment to AMD Saxonia Wafer Purchase
Agreement, by and between AMD Holding and AMD Saxonia, dated as of 20 February 2001 and the Third Amendment to AMD Saxonia Wafer Purchase
Agreement dated as of 3 June 2002 (as amended, supplemented or otherwise modified from time to time, the “AMD Saxonia Wafer Purchase Agreement”),
pursuant to which AMD Holding has 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 has agreed on such exclusive basis, to manufacture and sell Wafers to AMD Holding;
WHEREAS, the parties now desire to amend the AMD Saxonia Wafer Purchase Agreement to revise the definition of “Total Costs” set forth therein, all
on the terms and conditions more particularly set forth in this Fourth Amendment; and
Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004