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FORM 10-K

ADVANCED MICRO DEVICES INC - amd

Filed: March 01, 2005 (period: December 26, 2004)

Annual report which provides a comprehensive overview of the company for the past year

Page 1
FORM 10-K ADVANCED MICRO DEVICES INC - amd Filed: March 01, 2005 (period: December 26, 2004) Annual report which provides a comprehensive overview of the company for the past year

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... INFORMATION PART III ITEM 10. ITEM 11. ITEM 12. ITEM 13. ITEM 14. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS PRINCIPAL ACCOUNTING FEES AND SERVICES PART...

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... NUMBER THREE TO THE AMD EXECUTIVE SAVINGS PLAN) EX-10.9 (VICE PRESIDENT PERFORMANCE RECOGNITION PROGRAM) EX-10.38 (AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT) EX-10.41 (AMD-FASL PATENT CROSS-LICENSE AGREEMENT) EX-10.42 (AMD DISTRIBUTION AGREEMENT) EX-10.43 (NON-COMPETITION...

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..., California (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (408) 749-4000 Securities registered pursuant to Section 12(b) of the Act: (Name of each exchange on which registered) (Title of each class) $.01 Par Value Common Stock New...

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... EXECUTIVE OFFICERS OF THE REGISTRANT EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS PRINCIPAL ACCOUNTING FEES AND SERVICES MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS SELECTED FINANCIAL DATA MANAGEMENT...

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... address and executive offices are located at One AMD Place, Sunnyvale, California 94088, and our telephone number is (408) 749-4000. References in this report to "AMD," "we," "us," "our," or the "Company" shall mean Advanced Micro Devices, Inc. and our consolidated subsidiaries, including Spansion...

Page 7
... Venture in this report. We also contributed our Flash memory inventory, our manufacturing facility in Austin, Texas (Fab 25), our memory research and development facility in Sunnyvale, California (the SDC) and our Flash memory assembly and test facilities in Thailand, Malaysia and Suzhou, China...

Page 8
... than simply clock speed. The microprocessor market is characterized by short product life cycles and migration to ever-higher-performance microprocessors. To compete successfully in this market, microprocessor manufacturers must transition to new process technologies at a fast pace and offer higher...

Page 9
... of server applications, including business processing (enterprise resource planning, customer relationship management, and supply chain management) and business intelligence. AMD Opteron processors can also be used in workstation applications such as engineering 4 Source: ADVANCED MICRO DEVIC, 10...

Page 10
... powered by our AMD Opteron dual-core processors. We plan to offer dual-core processors for servers and workstations in mid-2005, followed by dual-core processors for the PC market in the second half of 2005. Chipsets. We also sell chipset products and make available motherboard reference design...

Page 11
... technology will allow us to compete in certain portions of the Flash memory market, such as data storage, with die sizes that are similar to NAND Flash memory products on the same process geometry and where high densities and low cost-per-bit are important. We are developing a new architecture...

Page 12
... reduced cost, mobility, low power and small form factor. Products that use our embedded processors are targeted for specific market segments using SoC design techniques. Our embedded microprocessor products consist of the AMD Geode â„¢ family and the AMD Alchemy â„¢ family of products. AMD Geode...

Page 13
..., selected regional accounts and target market customers. Large multi-nationals and regional accounts are our core OEM customers. Our OEM customers for microprocessors include numerous foreign and domestic manufacturers of PCs and PC motherboards. Our OEM customers for Flash memory products include...

Page 14
... the type of products the microprocessor market requires of Intel's competitors. In addition, Intel's significant financial resources enable it to market its products aggressively, to target our customers and our channel partners with special incentives, and to discipline customers who do business...

Page 15
...-core 64-bit processors for the desktop market in the second quarter of 2005. Moreover, Intel currently manufactures certain of its microprocessor products on 300-millimeter wafers using 90-nanometer process technology, which can result in products that are higher performing, use less power and cost...

Page 16
... in NAND Flash memory technology occur in the future, applications currently using NOR Flash memory may transition to NAND Flash memory. As a result, NAND Flash memory vendors may gain a substantial share of the overall Flash memory market. Competition With Respect to Our Personal Connectivity...

Page 17
... 26, 2004, our Spansion Flash memory products were manufactured on 110-, 130-, 170-, 200-, 230- and 320-nanometer process technologies. In addition, we plan to be in production on 90-nanometer process technology in the second half of 2005. Manufacturing, Assembly and Test Facilities We operate...

Page 18
... Our current assembly and test facilities for microprocessor and Flash memory products are described in the chart set forth below: Approximate Manufacturing Area Square Footage Facility Location Computation Products Penang, Malaysia Singapore Suzhou, China Flash Memory Products Bangkok, Thailand...

Page 19
... transfer and receive technology and intellectual property rights. Backlog We manufacture and market standard lines of products. Consequently, a significant portion of our sales are made from inventory on a current basis. Sales are made primarily pursuant to purchase orders for current delivery or...

Page 20
... in Austin, Texas is encumbered by a lien securing the July 2003 Spansion Term Loan. See "Management's Discussion and Analysis of Financial Condition and Results of Operations-July 2003 Spansion Term Loan and Guarantee," and "-Spansion China Term Loan," below. 15 Source: ADVANCED MICRO DEVIC, 10...

Page 21
... Sunnyvale, California (One AMD Place). This operating lease ends in December 2018. In 2000, we entered into a lease agreement for three buildings, totaling 175,000 square feet, located adjacent to One AMD Place, which we call AMD Square, to be used as engineering offices and lab facilities. During...

Page 22
... by reference. During 2004, we did not sell any of our equity securities that were not registered under the Securities Act of 1933, as amended, except as previously disclosed by us in a Current Report on Form 8-K or a Quarterly Report on Form 10-Q. 17 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 23
...development Marketing, general and administrative Restructuring and other special charges (recoveries), net Operating income (loss) Gain on sale of Legerity Interest income and other, net Interest expense Income (loss) before income taxes, minority interest, equity in net income of joint venture and...

Page 24
...pre-tax losses due to the establishment of a valuation allowance against the remainder of our U.S. deferred tax assets, net of U.S. deferred liabilities, in the fourth quarter, due to the incurrence of continuing substantial operating losses in the U.S. 19 (3) (4) Source: ADVANCED MICRO DEVIC, 10...

Page 25
... microprocessor products using primarily 90-nanometer technology and we were manufacturing our highest density and performance Flash memory products on 110-nanometer floating gate and MirrorBit technology. In 2004, despite a net loss in the fourth quarter, we returned to a full year of profitability...

Page 26
...continuing to transition to the latest manufacturing process technologies for both our microprocessor and Flash memory products; developing and introducing new microprocessor products for the mobile, server and workstation markets, including dual-core processors, on a timely basis and increasing our...

Page 27
... our statement of operations. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax rules and the potential for future adjustment by the Internal Revenue Service or other taxing 22 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 28
... March 1993, we and Fujitsu formed Fujitsu AMD Semiconductor Limited, a joint venture for the purpose of manufacturing Flash memory devices. Through the Manufacturing Joint Venture, we and Fujitsu constructed and operated advanced integrated circuit manufacturing facilities in Aizu-Wakamatsu, Japan...

Page 29
... processors. As of December 26, 2004, sales of AMD64-based processors represented approximately one-half of our net sales for the Computation Products segment. Sales increased across all geographic regions, and growth was particularly strong in North America and Asia. Computation Products net sales...

Page 30
... the first half of 2004. In the second half of 2004, however, our Memory Products net sales declined due to aggressive pricing by competitors and an imbalance in the supply and demand for Flash memory products. In addition, decreased demand from the wireless handset market in Asia, due in part to...

Page 31
... was primarily due to an increase in net sales of 42 percent and lower unit manufacturing costs resulting from our transition to smaller, more cost efficient, manufacturing process technologies for both of our microprocessors and Flash memory products. Further quantification of the improvement in...

Page 32
... our cost structure to industry conditions resulting from weak customer demand and industry-wide excess inventory. As part of this plan, and as a result of our agreement with IBM to jointly develop future generations of our microprocessor manufacturing process technology, we ceased microprocessor...

Page 33
... the activities associated with the 2002 Restructuring Plan. With the formation of Spansion and other business changes, we no longer track the overall cost savings from the 2002 Restructuring Plan because we do not believe this information would be useful. 28 Source: ADVANCED MICRO DEVIC, 10...

Page 34
... Plan because we do not believe the information would be useful. The following table summarizes activity under the 2001 Restructuring Plan from December 30, 2001 through December 26, 2004: Facilities and Other Equipment Facilities Decommission Exit Costs Costs (in thousands) Severance and Employee...

Page 35
... Loan, and a loss of approximately $6 million during the second quarter of 2004 resulting from the mark-to-market of certain foreign currency forward contracts that we used as economic hedges of forecasted capital contributions to AMD Fab 36 KG, which do not qualify as accounting hedges. Interest...

Page 36
... million charge associated with our exchange of $201 million of our 4.50% Notes for common stock, contributed to the positive cash flows from operations. The net changes in operating assets in 2004 as compared to 2003 included an increase in accounts receivable due to higher net sales, and increased...

Page 37
... 2003 sales, a change in the mix of inventory, and the impact of Flash memory production from Fab 25 following its conversion from a microprocessor manufacturing facility. Net Cash Provided by (Used in) Investing Activities Net cash used in investing activities was $1.6 billion in 2004, primarily...

Page 38
... costs, $120 million drawn under our revolving credit facility, $21 million in proceeds from equipment lease financings, $29 million in proceeds from the issuance of stock under our Employee Stock Purchase Plan and the exercise of stock options, and $76 million of net capital investment allowances...

Page 39
... terms of the revolving credit facility agreement, Spansion Japan is required to comply with the following financial covenants: â€¢ ensure that assets exceed liabilities as of the end of each fiscal year and each six-month (mid-year) period; â€¢ maintain an adjusted tangible net worth (as defined in...

Page 40
...of accounts receivable held in the trust was approximately $166 million. Because most amounts under the Spansion Japan Revolving Loan are denominated in yen, the dollar amounts stated above are subject to change based on applicable exchange rates. We used the exchange rate as of December 26, 2004 of...

Page 41
... transactions, either directly or through intermediaries, or by tender offer when we believe that market conditions are favorable to do so. Such purchases may have a material effect on our liquidity, financial condition and results of operations. 36 Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 42
... convertible at the option of the holder at any time prior to the close of business on the business day immediately preceding the maturity date of December 1, 2007, unless previously redeemed or repurchased, into shares of common stock at a conversion price of $7.37 per share, subject to adjustment...

Page 43
... registration rights agreement are fulfilled. On January 20, 2005 we filed a registration statement on Form S-4 in order to enable holders to exchange the outstanding 7.75% Notes for publicly registered notes with substantially identical terms. 38 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 44
... We are facilitizing our new 300-millimeter wafer fabrication facility, Fab 36, in Dresden, Germany, which is located adjacent to Fab 30. Fab 36 is owned by a German limited partnership named AMD Fab 36 Limited Liability Company & Co. KG, or AMD Fab 36 KG. We control the management of AMD Fab 36 KG...

Page 45
... also have a put option in the event they are outvoted at AMD Fab 36 KG partners' meetings with respect to certain specified matters such as increases in the partners' capital contributions beyond those required by the partnership agreements, investments 40 Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 46
... of the business plan, or certain dispositions of the limited partnership interests of AMD Fab 36 Holding and AMD Fab 36 Admin. The purchase price under the put option is the partner's capital account balance plus accumulated or accrued profits due to such limited partner. The purchase price under...

Page 47
... in euros into U.S. dollars. However, with respect to amounts of limited partnership and other equity contributions, investment grants, allowances and subsidies received by AMD Fab 36 KG through December 26, 2004, we used the historical exchange rates that were in effect at the time AMD Fab 36 KG...

Page 48
... is determined by Fujitsu's current debt rating and Spansion Japan's non-consolidated net asset value as of the last day of its fiscal year. The interest rate was 0.98 percent as of December 26, 2004. Repayment occurs in equal, consecutive, quarterly principal installments ending in June 2007. As...

Page 49
... to fund the purchase of equipment. The loan bears a fixed annual interest rate of 5.9 percent and is payable in equal, consecutive, monthly principal and interest installments through February 2009. The total amount outstanding as of December 26, 2004 was approximately $6 million. Spansion China...

Page 50
... our executive offices in Sunnyvale, California, and in some jurisdictions we lease the land on which these facilities are built, under lease agreements that expire at various dates through 2032. We lease certain of our manufacturing and office equipment for terms ranging from one to five years...

Page 51
... the investment grants. The receivable and payable are included in prepaid expenses and other current assets and accrued liabilities on the consolidated balance sheets. We believe that the exchange will not have an impact on our operating results and cash flows. 46 Source: ADVANCED MICRO DEVIC, 10...

Page 52
... Fab 36 Holding and AMD Fab 36 Admin are required to repurchase each partner's silent partnership contribution in annual installments one year after the partner has contributed the full amount required under the partnership agreements. We guaranteed these obligations. As of December 26, 2004, Fab 36...

Page 53
...) are joint ventures formed by us, Infineon Technologies AG and DuPont Photomasks, Inc. for the purpose of constructing and operating an advanced photomask facility in Dresden, Germany. The results of operations of AMTC, which we account for following the equity method of accounting, are immaterial...

Page 54
... 2004 Plan, we have also granted awards of restricted stock. The purchase price for an award of restricted stock is $0.01 per share. Restricted stock can be granted to any employee or consultant. Restricted stock that vests based on continued service does not fully vest for three years from the date...

Page 55
... equal to or above $22.12, the closing price of AMD's common stock, on the last trading day of our fiscal year, December 23, 2004. Includes 232,088 shares outstanding from treasury stock as non-plan grants. Weighted average exercise price information is not available. Section III. Distribution and...

Page 56
... 25, "Accounting for Stock Issued to Employees," and generally requires a public entity to reflect on its income statement, instead of pro forma disclosures in its financial footnotes, the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair...

Page 57
... or other general corporate purposes; â€¢ require us to use a substantial portion of our cash flow from operations to make debt service payments; â€¢ limit our flexibility to plan for, or react to, changes in our business and industry; 52 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 58
..., or to meet our working capital and capital expenditure requirements. If we are not able to generate sufficient cash flow from operations or to borrow sufficient funds to service our debt due to borrowing base restrictions or otherwise, we may be required to sell assets or equity, reduce capital...

Page 59
...-bit Extended Systems. The new Windows editions are designed to take advantage of 64-bit extensions to the standard x86 instruction set. Microsoft estimated that the release of this software will occur in the first half of 2005. Previously, Microsoft 54 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 60
... manner on advanced process technologies, in the volume and with the performance and feature set required by customers; and â€¢ the availability, performance and feature set of motherboards, memory and chipsets designed for these processors. If we are unable to achieve further market acceptance of...

Page 61
...market are Intel, Samsung, Toshiba, STMicroelectronics N.V., Sharp Electronics Corporation, Silicon Storage Technology and Macronix International. The Flash memory market is characterized by migration to higher density and lower cost devices and a competitive pricing 56 Source: ADVANCED MICRO DEVIC...

Page 62
...are distributors of Intel technology. Additionally, Intel is able to drive de facto standards for x86 microprocessors that could cause us and other companies to have delayed access to such standards. In marketing our microprocessors to OEMs, we depend on 57 Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 63
...-core 64-bit processors for the desktop market in the second quarter of 2005. Moreover, Intel currently manufactures certain of its microprocessor products on 300-millimeter wafers using 90-nanometer process technology, which can result in products that are higher performing, use less power and cost...

Page 64
...on NAND architecture grew at higher rates than sales of NOR-based products. This resulted in NAND vendors gaining a greater share of the overall Flash memory market. As mobile telephones and other consumer-driven applications become more advanced they will require higher density Flash memory to meet...

Page 65
... difficulties in the manufacturing process. We are currently completing the transition to 90-nanometer process technology for our microprocessor products. In addition, we plan to transition the manufacture of certain Flash memory products to 90-nanometer 60 Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 66
...marketing, sales and executive personnel. If we are not able to continue to attract, retain and motivate qualified personnel necessary for our business, the progress of our product development programs could be hindered, and we could be materially adversely affected. 61 Source: ADVANCED MICRO DEVIC...

Page 67
... to deliver our products to our customers and to distribute materials for our manufacturing facilities. In addition, we rely on a third-party provider in India to provide certain information technology services to us, including helpdesk support, desktop application services, business and software...

Page 68
...net sales were approximately 80 percent and 79 percent in 2003 and 2004. Nearly all product assembly and final testing of our products are performed at manufacturing facilities in China, Malaysia, Singapore and Thailand. We manufacture our microprocessors in Germany and certain Spansion Flash memory...

Page 69
... of our Flash memory products in Japan are denominated in yen; and â€¢ certain costs of our Fab 36 project are denominated in euro. As a consequence, movements in exchange rates could cause our U.S. dollar-denominated expenses to increase as a percentage of net sales, affecting our profitability and...

Page 70
... asserted against us may cause us to pay substantial damages. In addition, future litigation may result in injunctions against future product sales. Even if we were to prevail, any litigation could be costly and time-consuming and would divert the 65 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 71
... in California and manufacturing facilities for Spansion Flash memory products are located near major earthquake fault lines in Japan. In the event of a major earthquake, or other natural or manmade disaster, we could experience business interruptions, destruction of facilities and/or loss of life...

Page 72
... of our Flash memory products in Japan are denominated in yen; and â€¢ certain costs of our Fab 36 project are denominated in euro. As a consequence, movements in exchange rates could cause our U.S. dollar-denominated expenses to increase as a percentage of net sales, affecting our profitability and...

Page 73
...between financial periods and/or result in significant changes to the carrying value of our assets, liabilities and shareholders' equity. The following table provides information about our foreign currency forward and option contracts as of December 26, 2004 and December 28, 2003. All of our foreign...

Page 74
... Joint Venture Net income (loss) Net income (loss) per common share: Basic Diluted Shares used in per share calculation: Basic Diluted $ $ $ 221,809 (31,150) (112,328) 78,331 18,663 96,994 5,838 91,156 - 91,156 0.25 0.25 358,886 371,066 See accompanying notes 69 Source: ADVANCED MICRO DEVIC...

Page 75
... (see Note 3) Allowance for doubtful accounts Total accounts receivable, net Inventories: Raw materials Work-in-process Finished goods Total inventories Deferred income taxes Prepaid expenses and other current assets Total current assets Property, plant and equipment: Land Buildings and leasehold...

Page 76
...' Equity Three Years Ended December 26, 2004 Common Stock Number of shares Capital in excess of par value Accumulated other comprehensive income (loss) Amount 3,405 December 30, 2001 Comprehensive loss: Net loss Other comprehensive income: Net unrealized gains on investment, net of taxes of...

Page 77
...of property, plant and equipment Net (gain) loss realized on sale of available-for-sale securities Compensation recognized under employee stock plans Undistributed income of joint venture Recognition of deferred gain on sale of building Tax benefit (expense) allocated to minority interest Changes in...

Page 78
...Formation and consolidation of Spansion LLC (see Note 3): Total non-cash net assets of Manufacturing Joint Venture Total non-cash net assets contributed by Fujitsu AMD contribution of investment in Manufacturing Joint Venture See accompanying notes 73 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 79
... electronics. The Company's products include microprocessors, Flash memory devices and embedded microprocessors for personal connectivity devices and specific consumer markets. NOTE 2: Summary of Significant Accounting Policies Fiscal Year. The Company uses a 52- to 53-week fiscal year ending on the...

Page 80
...Reseller of the Vendor's Products)." Shipping and handling costs associated with product sales are included in cost of sales. Inventories. Inventories are stated at standard cost adjusted to approximate the lower of actual cost (first-in, first-out method) or market (net realizable value). Generally...

Page 81
... are immediately charged to operations. Property, Plant and Equipment. Property, plant and equipment are stated at cost, except for assets deemed to have been sold as part of the Spansion LLC transaction (see Note 3). Depreciation and amortization are 76 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 82
... from the sale of treasury stock below cost is recorded to Retained Earnings. Product Warranties. The Company offers a three-year limited warranty to end users for microprocessor products that are commonly referred to as "processors in a box" and a one-year limited warranty to direct purchasers for...

Page 83
... SFAS 148, "Accounting for Stock-Based Compensation-Transition and Disclosure" to account for stock options issued to its employees under its stock option plans, and amortizes deferred compensation, if any, ratably over the vesting period of the options. 78 Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 84
... the option on the award's grant date. The Company also makes pro forma fair value disclosures required by SFAS 123 which reflects the impact on net income (loss) and net income (loss) per share had the Company applied the fair value method of accounting for its stock-based awards to employees. The...

Page 85
... net assets was recorded at historical carrying value. As part of the transaction, the Company and Fujitsu entered into various service contracts with Spansion LLC. The Company will continue to provide, among other things, certain information technology, facilities, logistics, legal, tax, finance...

Page 86
... for the Manufacturing Joint Venture, and the Company and Fujitsu did not convey in-process technology rights to Spansion LLC. Additionally, Spansion LLC pays intellectual property royalties to the Company and Fujitsu for technological know-how used in its business operations at royalty rates deemed...

Page 87
... which the former investment was accounted for under the equity method (through June 29, 2003): Six months ended June 29, 2003 Year ended December 29, 2002 Royalty income from Manufacturing Joint Venture Purchases from Manufacturing Joint Venture Sales to Manufacturing Joint Venture $ 24,611 356...

Page 88
... Fujitsu in connection with Fujitsu's distribution of Spansion â„¢ Flash memory products. The Company's transactions with Fujitsu are based on terms that are consistent with those of similar arms-length transactions executed with third parties. 83 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 89
...-term equity investments consist of marketable equity securities that, while available for sale, are not intended to be used to fund current operations. All contractual maturities of the Company's available-for-sale marketable securities at December 26, 2004 are within one year. Actual maturities...

Page 90
... Company invests in time deposits and certificates of deposit from banks having combined capital, surplus and undistributed profits of not less than $200 million. Investments in commercial paper and money market auction rate preferred stocks of industrial firms and financial institutions are rated...

Page 91
... in 2002. The current U.S. Federal provision includes $8.6 million of income tax expense for dividends from foreign controlled corporations repatriated under the special one-time repatriation provisions of the American Jobs Creation Act of 2004. 86 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 92
.... The Company also had federal and state tax credit carry-forwards of approximately $246 million and $86 million, respectively. The net operating loss and tax credit carry-forwards will expire at various dates beginning in 2005 through 2024, if not utilized. 87 Source: ADVANCED MICRO DEVIC, 10...

Page 93
..., among other things, with the following financial covenants if its net domestic cash (as defined in the revolving credit facility) declines below $125 million: â€¢ restrictions on the Company's ability to pay cash dividends on its common stock; 88 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 94
... quarter of 2004, the ratio of (a) net income plus depreciation to (b) the sum of interest expenses plus the amount of scheduled debt repayments plus capital expenditures for its facilities located in Aizu-Wakamatsu, Japan, for such period, is not less than 120%. 89 Source: ADVANCED MICRO DEVIC...

Page 95
... in yen, the dollar amounts stated above are subject to change based on applicable exchange rates. The Company used the exchange rate at December 26, 2004 of 103.62 yen to one U.S. dollar to translate the amounts denominated in yen into U.S. dollars. 90 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 96
... the last reported sale price of its common stock is at least 130 percent of the then-effective conversion price for at least 20 trading days within a period of 30 consecutive trading days ending within five trading days of the date of the redemption notice. 91 Source: ADVANCED MICRO DEVIC, 10...

Page 97
... convertible at the option of the holder at any time prior to the close of business on the business day immediately preceding the maturity date of December 1, 2007, unless previously redeemed or repurchased, into shares of common stock at a conversion price of $7.37 per share, subject to adjustment...

Page 98
... distributions to the Company; â€¢ using the proceeds from sales of assets; â€¢ entering into certain types of transactions with affiliates; and â€¢ consolidating or merging or selling the Company's assets as an entirety or substantially as an entirety. 93 Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 99
... and the State of Saxony. The Dresden Loan Agreements require that the Company partially fund Fab 30 project costs in the form of subordinated and revolving loans to, or equity investments in, AMD Saxony. In accordance with the terms of the 94 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 100
... Agreements, AMD Saxony and its limited partners were prevented from paying dividends or making other payments to us. In addition, the Dresden Loan Agreements, as amended, also required that the Company: â€¢ provide interim funding to AMD Saxony if either the remaining capital investment grants and...

Page 101
... facilitizing its new 300-millimeter wafer fabrication facility, Fab 36, in Dresden, Germany, which is located adjacent to Fab 30. Fab 36 is owned by a German limited partnership named AMD Fab 36 Limited Liability Company & Co. KG, or AMD Fab 36 KG. The Company controls the management of AMD Fab 36...

Page 102
... fabrication process suitable for high-volume production of advanced microprocessors and has achieved specified levels of average wafer starts per week and average wafer yields, as well as cumulative capital expenditures of approximately $1.4 billion. The Company currently anticipates that AMD Fab...

Page 103
... investments significantly in excess of the business plan, or certain dispositions of the limited partnership interests of AMD Fab 36 Holding and AMD Fab 36 Admin. The purchase price under the put option is the partner's capital account balance plus accumulated or accrued profits due to such limited...

Page 104
... cash grants of $25 million for investments made in 2003 and 2004. The Fab 36 Loan Agreements also require that the Company: â€¢ provides funding to AMD Fab 36 KG if cash shortfalls occur, including funding shortfalls in government subsidies resulting from any defaults caused by AMD Fab 36 KG or its...

Page 105
... euros into U.S. dollars. However, with respect to amounts for limited partnership and other equity contributions, investment grants, allowances and subsidies received by AMD Fab 36 KG through December 26, 2004, the Company used historical exchange rates that were in effect at the time AMD Fab 36 KG...

Page 106
... expenditures for Spansion Japan's existing and after acquired real property and improvements at its manufacturing facilities located in Aizu-Wakamatsu, Japan, is not less than: Third and fourth fiscal quarters of 2004 Fiscal year 2005 Fiscal year 2006 As of December 26, 2004, Spansion Japan was...

Page 107
... to fund the purchase of equipment. The loan bears a fixed annual interest rate of 5.9 percent and is payable in equal, consecutive, monthly principal and interest installments through February 2009. The total amount outstanding as of December 26, 2004 was approximately $6 million. Spansion China...

Page 108
.... Other income (loss), net, in 2003 included a gain of approximately $6 million resulting from the partial sale of assets in connection with the formation of Spansion LLC (see Note 3), and $2.3 million in charges for other-than-temporary declines in the Company's equity investments as compared to...

Page 109
... consolidation of Spansion LLC's operations. Accordingly, the segment operating information for the Memory Products segment for the year ended December 26, 2004 is not comparable to the reclassified segment information for the prior periods presented. 104 Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 110
... the United States include both manufacturing and sales activities. The Company's manufacturing subsidiaries are located in Germany, Japan, Malaysia, Thailand, Singapore and China. Its sales subsidiaries are located in Europe, Asia and Latin America. 105 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 111
..., no OEM customer accounted for more than ten percent of consolidated gross sales in 2003 and 2002. NOTE 10: Stock-Based Incentive Compensation Plans Equity Incentive Program Description. The Company's stock option programs are intended to attract, retain and motivate highly qualified employees. On...

Page 112
...the date of grant. On June 27, 2003, the Company filed a Tender Offer Statement with the SEC and made an offer, which was approved by the Company's stockholders to exchange certain stock options to purchase shares of common stock outstanding under eligible option plans and held by eligible employees...

Page 113
... common stock to employees as restricted stock or as stock options with an exercise price of no less than 85% of fair market value on the date of grant. As of December 26, 2004, the Company issued 43,000 shares of restricted stock under this plan. Compensation expense recognized for these shares is...

Page 114
... the closing price of its common stock on the grant date. The weighted-average exercise price and weighted-average fair value of these awards were $0.08 and $13.70. NOTE 11: Other Employee Benefit Plans Profit Sharing Program. The Company has a profit sharing program to which the Board of Directors...

Page 115
... for certain facilities that were included in our 2002 Restructuring Plan. (See Note 14.) The Company, in the normal course of business, entered into purchase commitments for manufacturing supplies and services. Total non-cancelable purchase commitments as of December 26, 2004, were approximately...

Page 116
... Holding and AMD Fab 36 Admin are required to repurchase each partner's silent partnership contribution in annual installments one year after the partner has contributed the full amount required under the partnership agreements. The Company guaranteed these obligations. As of December 26, 2004, Fab...

Page 117
...offer an extended limited warranty to direct purchasers of Flash memory products or of microprocessor products that are intended for systems targeted at the commercial and embedded end markets. Changes in the Company's potential liability for product warranty during the years ended December 26, 2004...

Page 118
... cost structure to industry conditions resulting from weak customer demand and industry-wide excess inventory. As part of this plan, and as a result of the Company's agreement with IBM to jointly develop future generations of the Company's microprocessor manufacturing process technology, the Company...

Page 119
... for the excess of the sale price over the estimated fair value of equipment that the Company determined was impaired as a result of the 2001 Restructuring Plan. Both amounts were included in restructuring and other special charges (recoveries), net. 114 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 120
... various other actions, which arose in the normal course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial condition or results of operations. 115 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 121
... respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Advanced Micro Devices, Inc.'s internal control over financial reporting as of December 26, 2004, based on...

Page 122
... of the Company's internal control over financial reporting, which is included immediately following this report. Hector de. J. Ruiz Chairman of the Board, President and Chief Executive Officer Robert J. Rivet Executive Vice President, Chief Financial Officer 117 Source: ADVANCED MICRO DEVIC, 10...

Page 123
... Accounting Firm on Internal Control over Financial Reporting The Board of Directors and Stockholders of Advanced Micro Devices, Inc. We have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, that Advanced Micro Devices...

Page 124
... Quarter (Unaudited) 2004 2003 Net sales Expenses: Cost of sales Research and development Marketing, general and administrative Restructuring and other special charges Operating income (loss) Interest and other income (expense), net Interest expense Income (loss) before income taxes, equity in net...

Page 125
...that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and...

Page 126
...The information under the captions, "Committees and Meetings of the Board of Directors-Compensation Committee," "Directors' Compensation and Benefits," "Executive Compensation," "2004 Option Grants," "Aggregated Option Exercises in 2004 and Fiscal Year-End Option Values," "Long-Term Incentive Awards...

Page 127
.... Certificate of Amendment to Restated Certificate of Incorporation dated May 25, 2000, filed as Exhibit 3.3 to AMD's Quarterly Report on Form 10-Q for the period ended July 2, 2000, is hereby incorporated by reference. 122 Description of Exhibits Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 128
... Advanced Micro Devices, Inc. and Citigroup Global Markets Inc., filed as Exhibit 10.1 to AMD's Form 8-K dated November 2, 2004, is hereby incorporated by reference. AMD 1986 Stock Option Plan, as amended, filed as Exhibit 10.2 to AMD's Annual Report on Form 10-K for the fiscal year ended December...

Page 129
... AMD's Quarterly Report on Form 10-Q for the period ended September 26, 2004, is hereby incorporated by reference. AMD's Stock Option Program for Employees Outside the U.S. for options granted after April 25, 2000, filed as Exhibit 10.24 to AMD's Annual Report on Form 10-K for the fiscal year ended...

Page 130
... as of September 13, 2004, between Advanced Micro Devices, Inc. and International Business Machines Corp. filed as Exhibit 10.36(b) to AMD's Quarterly Report on Form 10-Q for the period ended September 26, 2004, is hereby incorporated by reference. Design and Build Agreement dated November 15, 1996...

Page 131
..., dated as of October 3, 2003, among AMD, AMD International Sales & Service, Ltd. and Bank of America NT&SA, as agent, filed as Exhibit 10.44(a-1) to AMD's Quarterly Report on Form 10-Q for the period ended September 28, 2003, is hereby incorporated by reference. 126 Source: ADVANCED MICRO DEVIC...

Page 132
... Lender, filed as Exhibit 10.39(a-2) to AMD's Quarterly Report on Form 10-Q for the period ended June 27, 2004, is hereby incorporated by reference. Third Amendment to Amended and Restated Loan and Security Agreement by and between Advanced Micro Devices, Inc., AMD International Sales & Service, Ltd...

Page 133
.... Non-Competition Agreement by and among Advanced Micro Devices, Inc., AMD Investments, Inc., Fujitsu Limited, Fujitsu Microelectronics Holding, Inc. and FASL LLC dated as of June 30, 2003. AMD 1996 Stock Incentive Plan, as amended, filed as Exhibit 10.58 to AMD's Quarterly Report on Form 10-Q for...

Page 134
... Agreement dated April 21, 2004, between AMD Fab 36 Holding GmbH and AMD Fab 36 Limited Liability Company & Co. KG, filed as Exhibit 10.70 to AMD's Quarterly Report on Form 10-Q for the period ended June 27, 2004, is hereby incorporated by reference. 129 Source: ADVANCED MICRO DEVIC, 10...

Page 135
... Purchase Agreement dated January 5, 2005, between Spansion Japan Limited and SumiCrest Leasing Ltd. List of AMD subsidiaries. Consent of Independent Registered Public Accounting Firm. Power of Attorney. Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act...

Page 136
... the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date * Hector de. J. Ruiz Chairman of the Board, President and Chief Executive Officer...

Page 137
... Period Allowance for doubtful accounts: Years ended: December 29, 2002 December 28, 2003 December 26, 2004 (1) 19,270 18,906 20,658 1,456 23,541 8,763 (1,820) (21,789) (11,584) 18,906 20,658 17,837 Accounts (written off) recovered, net. 132 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 138
... Advanced Micro Devices Executive Savings Plan (the "Plan") is amended in the following respects: 1. The first paragraph of Section 9.2 entitled "RESTRICTION AGAINST ASSIGNMENT" is amended in its entirety as follows: The Company shall pay all amounts payable hereunder only to the person or persons...

Page 139
... pro rata from such investments as the assets of the Participant's Accounts are then deemed to be invested. (b) The Alternate Payee shall be permitted to designate the type of mutual funds or contracts that his or her Account will be deemed to be invested in accordance with the procedures set forth...

Page 140
...'s participation at any time, and distribute all amounts due to such Alternate Payee. IN WITNESS WHEREOF, Advanced Micro Devices hereby adopts this Amendment Number Three to the Plan, effective as of April 1, 1998. Date: 8/12/1998 3 /s/ STAN WINVICK Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 141
Exhibit 10.9 VICE PRESIDENT PERFORMANCE RECOGNITION PROGRAM Personal and Confidential Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 142
... for furthering AMD's and SPANSION LLC's ongoing success against both short- and long-term objectives. Plan Overview The Short-Term Plan (STP) provides an award for meeting or exceeding planned performance for the current fiscal year (Plan Year). The Long-Term Plan (LTP) provides an annual award for...

Page 143
...OP in each half-year performance period, a pool of funds is created using a percentage of the OP above Planned OP. This percentage is determined each year by the Office of the CEO. This pool is used to pay individual discretionary awards beyond target performance. 2 Source: ADVANCED MICRO DEVIC, 10...

Page 144
...The GPA depends on Actual Group Operating Profit (OP) versus Planned Group OP. Similar to the CPA, for each half-year performance period a multiplier is derived based on Actual Group OP vs. Planned Group OP as illustrated in the following graph: 3 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 145
...64 2.00 GPA % GPA Award Base Salary GPA Mult. Target Case 1 Case 2 (Target Perf.) Case 3 Case 4 4 $ $ $ $ 225,000 225,000 225,000 225,000 0.53 1.00 0.82 2.00 25.0% 25.0% 25.0% 25.0% 13.1% 25.0% 20.5% 50.0% $ $ $ $ 29,531 56,250 46,125 112,500 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 146
... sales growth relative to competitive measures over a rolling three-year period. Except as otherwise set forth in the Employment Agreement for the Chief Executive Officer of the Company (CEO) as amended effective on October 27, 2004 (CEO Employment Agreement), the LTP has an annual target award of...

Page 147
... % minus WSTS Sales Growth % (3-year) 50% 50% -6% -30% 0 0 6% 20% Semiconductor industry data may be modified to be more representative of AMD's product offerings. For instance, the DRAM market segment may be excluded from the Total Semiconductor Sales data. 6 Source: ADVANCED MICRO DEVIC, 10...

Page 148
... the STP is funded by a maximum of three percent of AMD's adjusted Operating Profit, as defined in section VIII, for any given Plan Year. In the aggregate, if the Corporate awards exceed the 3 percent limit, each Participant's award will be scaled back to conform. 7 Source: ADVANCED MICRO DEVIC, 10...

Page 149
... paid out by the end of the first quarter following the close of a Plan Year. For the LTP, awards are paid as soon as possible after actual external performance data become available. Typically this will be in the 4 th quarter following the plan year. 8 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 150
...immediately prior to the status change is used to compute all portions of the award for the first tier. The monthly salary at the end of the Plan Year is used to compute the award for the new tier. Calculations take into account the appropriate targets and maximums for each Plan tier. To be eligible...

Page 151
... Year or, in the case of Plan tier changes, the Participant's annualized base pay rate at the end of the participation period for each separate tier. For a participant who exits the Plan, but retains eligibility, or changes Plan tiers during the year, the annualized 10 Source: ADVANCED MICRO DEVIC...

Page 152
...by senior management each Plan Year. Operating Profit, for Plan purposes, is adjusted for pre-tax income/loss from SPANSION LLC, also referred to as Operating Profit on the Non-GAAP profit and loss statement. Operating Profit is also adjusted to add back any award payments from Corporate award plans...

Page 153
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 154
... Continuation Name Principal Place of Business; Other Places of Business Business Purpose Designated Agent for Service of Process Term 1 1 1 2 2 2 2 2 21 21 22 22 22 22 23 23 24 25 27 28 28 29 29 33 33 33 34 35 35 35 35 37 38 ARTICLE 2. DEFINITIONS ARTICLE 3. CAPITAL; CAPITAL ACCOUNTS AND MEMBERS...

Page 155
... Meetings of Members and of the Board of Managers; Quorum Actions Requiring a Special Vote of the Board of Managers Limitations on Authority of Board of Managers Compensation of Managers Accounting; Records and Reports Indemnification and Liability of the Managers Officers of the Company Information...

Page 156
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 157
... A Schedule B Members, Capital Contributions, and Percentage Interests Form of Joinder Agreement 4-Year Fixed Financial Support Plan Form of Pull-In Note Form of Non-Convertible Note Form of Convertible Note Form of Breach Convertible Note Stock Option Allocation Schedule Stock Option Allocation...

Page 158
... order to make such provision effective under the Act. Subject to the provisions hereof, the Board of Managers may execute and file, or cause an Officer of the Company to file, any duly authorized amendments to the Certificate from time to time in a form prescribed by the Act. The Board of Managers...

Page 159
... Business; Other Places of Business The principal place of business of the Company is located in Sunnyvale, California or may be such other place within or outside the State of Delaware as the Board of Managers may from time to time designate. The Company may maintain offices and places of business...

Page 160
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 161
..., order, writ, injunction, legally binding directive, judgment, decree or other requirement or restriction of any arbitrator or Governmental Authority applicable to such Person or any of its Affiliates or any of their respective properties, assets, officers, directors, employees, consultants...

Page 162
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 163
... and 13d-5 under the Exchange Act) of shares representing more than fifty percent (50%) of the combined voting power of the then outstanding securities entitled to vote generally in elections of directors of AMD or Fujitsu, as the case may be (the "Voting Stock"); (2) AMD or Fujitsu (A) consolidates...

Page 164
... & Young LLP or such other independent accounting firm as appointed from time to time by the Board of Managers. "Company Assets" means all direct and indirect rights and interests in real and personal property owned by the Company from time to time, and shall include both tangible and intangible...

Page 165
"Conversion Eligibility Date" is defined in Section 4.3.2(d). "Core Business" is defined in Section 7.8.1(b). "Curative Distribution" shall mean an amount, which shall be determined with respect to each Fiscal Year of the Company and which shall be payable to one of the Members in accordance with ...

Page 166
... Agreement or required under the Act, any right to information concerning the business and affairs of the Company. "Excess Allocation" is defined in Section 5.1.4. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Executive Officers" means all Officers directly reporting to the...

Page 167
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 168
...other times as the Board of Managers shall reasonably determine necessary or advisable in order to comply with Regulations Sections 1.704-1(b) and 1.704-2. (3) The Gross Asset Value of any Company Asset distributed to a Member shall be the gross fair market value of such Company Asset on the date of...

Page 169
... means the Investment Advisers Act of 1940, as amended. "Investment Company Act" means the Investment Company Act of 1940, as amended. "IP Contribution Agreement" means the Intellectual Property Contribution and Ancillary Matters Agreement dated as of June 30, 2003 among Fujitsu, AMD and the Company...

Page 170
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 171
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 172
... the Company's operations will be reported in accordance with GAAP and that Net Profits, Net Losses, and the items taken into account in determining Net Profits and Net Losses, for any Fiscal Year shall be taken into account for financial accounting purposes only if, when and to the extent required...

Page 173
... "Person" means any person or entity, whether an individual, trustee, corporation, partnership, limited partnership, limited liability company, trust, unincorporated organization, business association, firm, joint venture, other legal entity or Governmental Authority. "Potential Acquirers" is...

Page 174
... Members at the time the bank facility is established. "Right of First Refusal" is defined in Section 9.3.6. "Rolling Quarterly Plan" is defined in Section 8.1.1. "Safe Harbors" is defined in Section 9.10. "Sale End-Date" is defined in Section 9.3.9(e). "SEC" means the Securities and Exchange...

Page 175
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 176
... ended March 31, year x + 1 (payable June 15, year x + 1) "Tax Liability Distribution Adjustment" shall mean an amount, which may be either positive or negative, which shall be determined with respect to each Member for each Fiscal Year as the excess of (i) the product of the Tax Distribution Rate...

Page 177
... to such Fiscal Year. "Tax Matters Partner" shall mean AMD Member. "Technology" has the meaning set forth in the AMD Distribution Agreement and in the Fujitsu Distribution Agreement. "Technology Roadmap" means the Company's written technology and product roadmap, as approved from time to time by the...

Page 178
... as of the date hereof, AMD Member has contributed (or with respect to intellectual property rights has caused its Affiliates to contribute on its behalf) to the Company the AMD Initial Contributed Assets, the Company has assumed certain liabilities of AMD Member and AMD pursuant to the Contribution...

Page 179
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 180
... 4.1.1General. The Board of Managers shall be responsible for determining the type of financing required to fund the operations of the Company, which may include issuing equity to Members or through transactions in public or private markets, or incurring debt from Members or from public, private or...

Page 181
... to the Company on a pro rata basis based on the respective Percentage Interests of AMD Member and Fujitsu Member, respectively, existing at the time each extension of credit is made, to the extent contemplated by and in accordance with (a) the 4-Year Fixed Financial Support Plan and (b) the...

Page 182
... the cumulative dollar limits for such category or categories, as the case may be, from the Launch Date through such time of determination set forth in the 4-Year Fixed Financial Support Plan, then a "Financing Shortfall" shall be deemed to occur. If a Financing Shortfall occurs, the Company shall...

Page 183
... rate as Member Debt Financing made under the 4-Year Operations Plan, and interest thereon shall be payable quarterly. Each Financing Shortfall Note shall be a 4-year amortizing note, with principal due and payable in four (4) equal annual installments, that is extendable at the option of the Member...

Page 184
... and, in the case that clause (b) of Section 4.3.2(d)(3) applies, make a Valuation Request pursuant to the method and process provided in Section 9.3. Upon receiving such notice, the Non-Funding Member shall have thirty (30) days to elect to purchase such Convertible Note as set forth in Section...

Page 185
... other financial support provided by such Member or its Affiliates that remain outstanding at the end of the 4-Year Period shall remain in effect until the expiration of such obligations, which shall be consistent with time limitations set forth in Sections 4.1.2 and 4.1.3, provided that the Company...

Page 186
... the Member's allocable share of the Company's items of income, gain, deduction and loss); provided, however, that if after the date hereof the United States Treasury Department or the Internal Revenue Service issues more specific guidance applicable to the calculation of estimated tax liabilities...

Page 187
... also make Tax Liability Distributions to any Member in an amount equal to the sum of (i) the Tax Distribution Rate applicable to such Member with respect to income taken into account by the Company for the Audit Year (as defined below) multiplied by any increases in such Member's allocable share of...

Page 188
... of Taxes required to be paid by such Member in respect of such Fiscal Year of the Company (treating the Member's allocable share of the Company's income, gain, deduction, loss and credit as its sole Tax items and treating the applicable Tax rate as the Tax Distribution Rate), then the Company, upon...

Page 189
...its owned equipment that (i) constitutes part of the fabrication facility known by the parties as "Fab 25" or the facility known by the parties as the "SDC," (ii) was located as of June 30, 2003 at the Austin Real Property (as defined in the Contribution Agreement) or the Sunnyvale Real Property (as...

Page 190
...Member. Each Member hereby represents that it has provided to the Company IRS Form W-9 and that it has provided or will from time to time provide such other forms or documents as may reasonably be required in order to establish the status of such Member for purposes of the tax laws of any applicable...

Page 191
... acts in accordance with the advice of such law firm and a Governmental Authority later asserts in writing to any Person that the Company failed to withhold Tax at the time and/or in the amounts required by Chapter 3 of the Code or comparable provisions of other Tax laws in respect of Fujitsu Member...

Page 192
... be required to or shall knowingly make a distribution to any Member or the holder of any Economic Interest on account of its Membership Interest or Economic Interest in the Company (as applicable) in violation of the Act or other Applicable Law. ARTICLE 6. ALLOCATIONS OF NET PROFITS AND NET LOSSES...

Page 193
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 194
... with the requirements of applicable tax law. Allocations pursuant to this Section 6.3.2 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or share of Net Profits, Net Losses and any...

Page 195
...6, the Board of Managers is hereby authorized to make new allocations in reliance on the Code and such Regulations, and no such new allocation shall give rise to any claim or cause of action by any Member, provided that such allocations are consistent with the advice of the Company Accountant or tax...

Page 196
... tax purposes, such contributing Member shall be specially allocated, for the Fiscal Year of the Company which includes the date of such exercise, deductions (which shall consist of a pro rata share of each item of deduction taken into account by the Company in computing Net Profits or Net Losses...

Page 197
... as contributing cash to the Company under Regulation Section 1.1032-3(b) to the extent (x) the fair market value of the purchased shares of the Member or its Affiliate as of the date the option with respect to such shares is exercised pursuant to the stock option plan described in Section 7.16...

Page 198
... then-applicable Annual Budget and Rolling Quarterly Plan and whether any such deviations were caused by unexpected external factors. In the event that the Board of Managers determines that the Chief Executive Officer or any other Executive Officer is not acting in accordance with prudent business...

Page 199
...(1) additional representative attend meetings of the Board of Managers as a non-voting participant. 7.4 Effect of Change in AMD Member's Percentage Interest on AMD Managers The number of Managers that AMD Member can appoint or maintain on the Board of Managers shall depend on AMD Member's Percentage...

Page 200
... (35) Business Days prior to the date of such meeting. Each meeting of the Members shall be conducted by the Chairman of the Board of Managers or any designee thereof. Each Member may authorize any Person (provided such other Person is an officer of the Member or its parent company) to act for it...

Page 201
... determined by the Board of Managers) of the assets of the Company Entities taken as a whole; provided, however, that there shall be no Special Vote of the Board of Managers required with respect to the acquisition or construction of the **** in the 4-Year Fixed Financial Support Plan to the extent...

Page 202
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 203
... to limit in any manner the requirement that a Special Vote is necessary for any Company Entity to engage in or undertake any such activity). For purposes of this Section 7.7.2(c), "Business" shall mean all aspects related to the development, manufacture and sale of semiconductor devices (including...

Page 204
...4-Year Period, enter into a joint venture, strategic alliance, similar arrangement or agreement relating to manufacturing, memory product design or CMOS process development (referred to herein as the "Core Business") that involves the actual or potential contribution of cash or assets by the Company...

Page 205
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 206
... of such facility at the Launch Date without providing at least three (3) months' prior written notice of such reduction to AMD Member and Fujitsu Member (other than dismissals of employees for cause or voluntary separation). 7.9 Compensation of Managers Except for reimbursement from the Company for...

Page 207
... affairs of the Company for at least the current and past four (4) Fiscal Years. The Board of Managers shall also cause to be kept at such location copies of each of the following: (a) a current list of the full name and last known address of each Member, and the capital account, number of Units and...

Page 208
... a written monthly report, including an unaudited consolidated statement of income (or loss) for the Company and such other financial information as a Member may reasonably request, for the most recent completed fiscal month of the Company. By no later than the close of business California time on...

Page 209
... any Member for any losses sustained or liabilities incurred as a result of any act or omission of any Manager or any such other Person if (a) the Manager acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company and, in the case...

Page 210
... have the right to attend meetings of the Board of Managers as a non-voting participant. 7.12.2Duties and Powers of the Chief Executive Officer. The Chief Executive Officer of the Company shall, subject to the control of the Board of Managers, have general supervision, direction and control of the...

Page 211
... as Chief Financial Officer and of the financial condition of the Company. The books of account shall at all reasonable times be open to inspection by any Manager. 7.12.5Duties and Powers of Secretary. (a) The Secretary shall attend (in person or by telephone conference) all meetings of the Board of...

Page 212
...-employment of any Officer of the Company or other personnel of the Company that reports directly to the Chief Executive Officer or the Board of Managers shall require the approval of the Company, AMD and Fujitsu. 7.14.2Certain FASL (Japan) Employees. With respect to certain employees of FASL (Japan...

Page 213
... cause each other Company Entity to, have compensation and benefits programs at its locations consistent with local practices. Incentive compensation programs for Company Entity employees will be tied to the Company's financial success and approved by the Board of Managers. The Company will form...

Page 214
... Entity will forfeit and/or fail to exercise a certain number of the stock options issued by AMD. AMD Member and Fujitsu Member shall meet on or about June 30 each year to consider adjustments to the payments made to AMD for stock options granted by AMD to employees of a Company Entity. Factors for...

Page 215
...be required to pay any remaining installments of the Discounted Black-Scholes Value of such terminated options to AMD or to any other Person. 7.16.3Stock Option Allocation. Within thirty (30) days after the Launch Date, AMD shall grant AMD stock options to certain of the employees of the Company and...

Page 216
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 217
...from time to time by the Company and in no event less than annually in order to ensure that the Plan covers, at the end of each Fiscal Year looking forward, a four (4)-year period. The Board of Managers will be responsible for approving an annual budget (the "Annual Budget") presented by Officers of...

Page 218
..., Malaysia and China shall initially conduct assembly, test, mark and pack by contract to the Company. 8.5 Product Design The Company shall initially conduct product design and development work at facilities located in Sunnyvale, California and Austin, Texas; the Company's wholly owned subsidiaries...

Page 219
... to the approval of the Board of Managers. 8.7 Access to Company Facilities AMD or Fujitsu may gain access to the Company's facilities and assets (and the Company shall cause the other Company Entities to provide such access) in the course of their businesses, on a case-by-case basis, subject to...

Page 220
..., quick-turnaround business, obsolete or customized product, product warranty returns or stock rotation and die-bank reserve ("Variances"). An appropriately designated employee of the Company will report on the existing inventory level to the Board of Managers from time to time as part of its normal...

Page 221
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 222
... until the expiration of the 4-Year Period, no Member may Transfer all or any portion of its Membership Interest to any other Person, nor shall AMD or Fujitsu sell or transfer, or allow to be sold or transferred, or in any way dispose of its ownership interest, either direct or indirect, of any...

Page 223
... list of the names of any investment banks, accounting firms or valuation specialists hired or used by such Member or its Affiliates (including for this purpose, in the case of AMD Member, any Company Entity) for valuation of the Company or a material portion of its assets at any time after the date...

Page 224
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 225
... Non-Transferring Member's aggregate purchase price of any Transfer Shares that represent in excess of five percent (5%) of the total number of shares of the Company outstanding as of the date of the Offer Notice. For the avoidance of doubt, the Transferring Member shall not be required to finance...

Page 226
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 227
... completion of the initial list of Potential Acquirers (such date of completion, the "Offer Commencement Date"), the Transferring Member may then offer the applicable Transfer Shares for sale to any or all of the Potential Acquirers. The Members will participate in a joint sale process, but in no...

Page 228
... public offering process (a "Public Offering"). (a) If the Transferring Member desires to sell the applicable Transfer Shares in a Public Offering, the Transferring Member must provide the Company with written notice requesting that the Company file a registration statement under the Securities Act...

Page 229
... a Selling Member) shall have the right to purchase its pro-rata portion (based on its Percentage Interest at the time of the Public Offering) of the shares being sold in the Public Offering. (f) When required to effect the registration of any shares pursuant to this Section 9.3.10, the Company will...

Page 230
... the Selling Members to consummate their public sale or other disposition of the shares in such states, provided that the Company will not be required in connection therewith or as a condition thereto to qualify to do business, where not otherwise required, or to file a general consent to service of...

Page 231
... such other information as reasonably requested by the Company or the managing underwriter in order to satisfy the requirements applicable to the registration of the Selling Members' shares. (j) Any Transfer Shares sold pursuant to a Public Offering shall only be sold at a per share price equal to...

Page 232
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 233
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 234
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 235
... immediate sale of all or any portion of the Company Assets would cause undue loss to the Members, the Board of Managers, in order to avoid such loss to the extent not then prohibited by the Act, may either defer liquidation of and withhold from distribution for a reasonable time any Company Assets...

Page 236
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 237
... notice thereof from the Company or Fujitsu Member, as applicable, (a) pay or cause to be paid in lawful money of the United States the unpaid AMD Guaranteed Obligations then due and payable (at the place specified and in the amounts and to the extent required of AMD Member under this Agreement) and...

Page 238
... by Applicable Law any right AMD may have to require the Company or any other Person to, and any defense that may arise from the Company's or any other Person's failure to) make a similar demand on or otherwise pursue such rights and remedies as it may have against AMD Member or any other Person or...

Page 239
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 240
... notice thereof from the Company or AMD Member, as applicable, (a) pay or cause to be paid in lawful money of the United States the unpaid Fujitsu Guaranteed Obligations then due and payable (at the place specified and in the amounts and to the extent required of Fujitsu Member under this Agreement...

Page 241
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 242
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 243
...a partnership for federal income tax purposes. Upon the making of any amendment to this Agreement in accordance with the previous sentence, the Board of Managers shall prepare and file such documents and certificates as may be required under the Act and under any other Applicable Law. 13.2 No Waiver...

Page 244
... borne by the Company; provided, that the Members shall bear the costs of any audits of their separate tax returns. In the event the United States Internal Revenue 87 Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the...

Page 245
...by the other Member(s) before filing and shall be delivered to the other Member(s) for review not fewer than ten (10) Business Days in advance of the due date thereof (taking into account any extensions actually obtained); provided, however, that the Tax Matters Partner shall use its best efforts to...

Page 246
... and local information tax returns be prepared by a certified public accounting firm in the event that any of the following occur: (i) the Company fails to file any required IRS Form 1065 (or successor Form) or corresponding returns or reports for the States of Texas or California on a timely basis...

Page 247
...responsible, or accountable, in damages or otherwise, to the Company or to any other Member(s) for doing any act or failing to do any act, with respect to the Tax Matters Partner's duties set forth in this Section 13.6 or otherwise performed, the effect of which may cause or result in loss or damage...

Page 248
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 249
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 250
... ADVANCED MICRO DEVICES, INC. By: /s/ Thomas M. McCoy Name: Thomas M. McCoy Title: Senior Vice President, General Counsel One AMD Place Sunnyvale, California 94086 (408) 774-7399 Address: Facsimile: FUJITSU LIMITED By: /s/ Hiroaki Kurokawa Name: Hiroaki Kurokawa Title: President and Representative...

Page 251
...-LICENSE AGREEMENT THIS AMD-FASL PATENT CROSS-LICENSE AGREEMENT (this "Agreement") is made and entered into as of June 30, 2003 (the "Effective Date"), by and between Advanced Micro Devices, Inc., a Delaware corporation ("Parent") and FASL LLC, a Delaware limited liability company ("FASL"). Parent...

Page 252
...such Persons while employees or contractors of Acquirer or any Subsidiary of Acquirer sublicensed hereunder. 1.2.6 "Assigned Patent Rights" has the meaning set forth in the Intellectual Property Contribution and Ancillary Matters Agreement. 1.2.7 "Auxiliary Part" means input/output means, supporting...

Page 253
... Person, means beneficial ownership, directly or indirectly, of securities representing more than fifty percent (50%) of the power to elect such Person's board of directors or other managing authority, or in the case of a non-corporate Person, equivalent interests. 1.2.16 "Exchange Rate" means, with...

Page 254
.... 1.2.26 "Manufacturing Apparatus" means any instrumentality or aggregate of instrumentalities primarily designated for use in the making of any of the items set forth in clauses (a) through (c) of Section 1.2.25 and/or parts thereof. 1.2.27 "Net Sales" with respect to a product, means the gross...

Page 255
..."Process Patents" means those Licensed Patents that claim (a) a process for designing and/or making Licensed Products, including equipment used therefor, (b) materials comprising or used in the manufacturing of Licensed Products, or (c) a structure for the arrangement or interrelationship of regions...

Page 256
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 257
... advances in design, and that is intended to replace such Acquired Party Covered Product or Acquirer Competitive Product and to be used in the same type of application (e.g., personal computer, mobile phone, etc.). to Section 9. 1.2.46 "Term" means the period commencing on the Effective Date...

Page 258
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 259
... of FASL as set forth herein (whether such products are used, imported, sold, offered for sale, 9 Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete...

Page 260
...shall extend only to any FASL materials, information or technology supplied to such customer or incorporated in such products, or the process or method used to make such products. For purposes of clarification, the foregoing shall not affect in any way the licenses and immunities granted to FASL and...

Page 261
... the end of such Semi-Annual Period. All amounts payable by FASL to Parent shall be paid by wire transfer of U.S. Dollars in immediately available funds to such financial institution and account number as Parent may designate in writing to FASL. 6.5 Exchange Rates. In the event of any Net Sales from...

Page 262
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 263
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 264
... Product and Pending Product of Acquirer as of the Change of Control Date that would have been in direct competition with an Acquired Party Covered Product if both such products were offered for sale contemporaneously by different Persons ("Acquirer Competitive Product"); and (c) Successor Products...

Page 265
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 266
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 267
..., with written verification of receipt. All such notices, requests, demands and other communications shall be addressed as follows: If to FASL: FASL LLC c/o Advanced Micro Devices, Inc. One AMD Place M/S 150 P.O. Box 3453 Sunnyvale, California 94086 Attn: General Counsel Telephone: (408) 749-2202...

Page 268
... shall not constitute notice): Advanced Micro Devices, Inc. 5204 East Ben White Boulevard Mail Stop 563 Austin, Texas 78741 Attn: Vice President, Intellectual Property Telephone: +1 (512) 602-0148 Facsimile: +1 (512) 602-4932 or to such other address or facsimile number as a Party may have specified...

Page 269
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 270
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their respective duly authorized representatives as of the date first above written. ADVANCED MICRO DEVICES, INC. By: /s/ Thomas M. McCoy Name: Thomas M. McCoy Title: Senior Vice President, General Counsel ...

Page 271
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 272
...Assumption Agreement (the "Contribution Agreement"), among AMD, AMDI, Fujitsu, FMH and FASL, AMD and Fujitsu have formed FASL for the purpose of designing, manufacturing and marketing flash memory products; and WHEREAS, as part of such joint venture arrangement, AMD and Fujitsu have agreed that FASL...

Page 273
... all Custom Products as such in FASL's then-current Quarterly price list or other reasonable form of communication to AMD, including an end-of-life notice, if applicable. 2 Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject...

Page 274
..., published Product price lists and Product specifications, but expressly excluding documents that constitute Confidential Information of FASL. 1.2.19 "Entity" means a corporation, partnership, limited liability company, unincorporated organization, business association, firm, joint venture or other...

Page 275
... mask-works, (b) rights associated with trademarks, service marks, trade names, logos and similar rights, (c) trade secret rights, (d) rights in patents, designs and algorithms and other industrial property rights, (e) rights in domain names; (f) all other intellectual and industrial property rights...

Page 276
...59 "Technology" means each process technology used by FASL in the production of Products. A list of Technologies as of the Effective Date is set forth inSchedule 1.2.59. FASL will provide AMD with an updatedSchedule 1.2.59 or other reasonable form of notice from time to time whenever it adds a new...

Page 277
...Term Support Customer, FASL grants AMD the right to market, sell and otherwise distribute Products in the Fujitsu Territory to such Customer; provided, however, that (A) AMD shall not engage in any new design activity in the Fujitsu Territory for any such Customer, and (B) AMD shall transition sales...

Page 278
... a Fujitsu Account, FASL grants AMD the right to market, sell and otherwise distribute Products throughout the world to such Customer; provided, however, that (A) AMD shall not engage in any new design activity anywhere in the world for such Customer, and (B) AMD shall transition sales support for...

Page 279
... the location of a sale of any Product, the "ship to" location on the Purchase Order shall be determinative. 2.1.4Transition Plan. Promptly after the Effective Date, AMD and FASL shall meet and develop written transition plans for each AMD Short Term Support Customer, each such plan setting forth...

Page 280
... into account existing firm purchase orders from Customers and AMD's then-current good faith forecast for quick-turn business opportunities. Title and risk of loss with respect to such inventory shall remain with FASL until such time that AMD places a Purchase Order for the relevant Products in...

Page 281
... into account such factors as the requested delivery date, pricing and inventory. FASL shall not withhold acceptance of any Purchase Order for Custom Products on a basis that provides AMD less favorable treatment than any other FASL distributor or sales representative submitting orders for similar...

Page 282
... delivery address(es) set forth in the applicable Purchase Order. 3.5 Title and Risk of Loss. 3.5.1Shipment from FASL Facility Directly to Customers or Stocking Channel Partners. Delivery of Products from any FASL facility directly to Customers or Stocking Channel Partners, or to AMD's ****, shall...

Page 283
... in any Quarter (for purposes hereof, "Q1"), FASL does not produce enough Product within a Technology to meet the total orders for Product falling within such Technology issued by AMD and Fujitsu, and (b) in the ****, AMD purchased Products falling within such Technology representing, as a ****, an...

Page 284
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 285
...the applicable Purchase Orders of its stock rotation policies and agrees to provide AMD ****. If AMD accepts Product stock rotation returns from any Stocking Channel Partner, AMD shall promptly return such Products to FASL. AMD will, on a Quarterly basis, provide FASL with a written report regarding...

Page 286
..., advertisement, sale and distribution of Products as expressly permitted herein, and in connection with AMD's obligations set forth in Sections 5, 9 and 11. AMD shall not have the right to use the Trademarks to form combination marks with other trademarks, service marks, trade names, designs and...

Page 287
...FASL Subsidiary, as applicable, shall cause it employees and agents to: (a) not interfere with AMD's activities at the AMD facilities housing the Product Distribution Center; (b) comply with AMD's then-current workplace rules and procedures, as provided by AMD to FASL from time to time; and (c) take...

Page 288
... of any such inventory from time-to-time as reasonably requested by FASL. Without limiting the foregoing, AMD agrees to use Best Efforts to provide FASL as soon as it may be practicable daily point-of-sales reports in a format and including the information reasonably designated by FASL regarding all...

Page 289
... part numbers used for such Products by AMD immediately prior to the Effective Date, for a reasonable period of time as reasonably determined by FASL, taking into account various factors, including the preservation of Customer relationships and Customer demands and requirements. 10.2 Product Change...

Page 290
...**** AMD **** Customer. FASL's decision as to whether it will participate in such activities will take into account ****. 11.3 Market Intelligence. AMD will use commercially reasonable efforts to keep FASL informed of industry trends and competitive conditions that may affect the sale of Products in...

Page 291
... number of Product samples in support of AMD design win efforts; (b) Providing Customers and identified Leads with any Documentation in AMD's possession that AMD reasonably determines to be useful in support of AMD design win efforts; (c) Providing a reasonable level of field applications support...

Page 292
... to AMD, the amount of such notice to take into account the time period necessary to communicate price changes to sales people, such written notice describing the Product subject to such price change, the new RSP for such Product and the effective date of such price change. The Parties will use Best...

Page 293
... the order was booked for such Product, the Purchase Price shall be automatically increased to an amount equal to the applicable percentage (as set forth in Section 12.4.1 above) of the actual sales price of such Product. 12.4.3Price Decrease. In the event AMD sells a Combined Product to a Customer...

Page 294
... business day. All amounts payable by AMD to FASL shall be paid by wire transfer of U.S. Dollars in immediately available funds to such financial institution and account number as FASL may designate in writing to AMD. In the event that the purchase price at which AMD sells a Product to a Customer...

Page 295
... AMD's actual market share (by dollar and product line) versus FASL's market share goals, as set forth in FASL's then-current Marketing Plan, taking into account current market conditions; 14.1.2 Revenue levels forecasted by FASL in its then-current six-quarter operating plan, and AMD's substantial...

Page 296
... meet and shall use Best Efforts to agree upon a mutually acceptable Action Plan in good faith. 14.2.3Evaluation. FASL will evaluate AMD's performance against the agreed Action Plan over the succeeding two (2) Quarters, unless an alternative time period is agreed in writing by the Parties and set...

Page 297
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 298
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 299
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 300
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 301
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 302
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 303
...continue to use Trademarks and Documentation, in a manner consistent with Section 6, in connection with the sale of Products in accordance with Section 20.6.4. 20.6.7Transition Accounts. If this Agreement terminates at any time prior to transition of the AMD Transitional Support Customers to Fujitsu...

Page 304
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 305
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 306
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 307
...the Parties will use their respective Best Efforts to ...filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC...

Page 308
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their respective duly authorized representatives as of the date first above written. FASL LLC: By: /s/ Thomas M. McCoy Name: Thomas M. McCoy Title: Manager ADVANCED MICRO DEVICES, INC.: By: /s/ Thomas M. McCoy...

Page 309
..., that FASL shall use Best Efforts to require Fujitsu to transition sales support for such AMD PRC Customer to AMD as soon as reasonably practicable. 1 Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality...

Page 310
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 311
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 312
... or commitment; provided that AMD shall use Best Efforts to transition sales support for such Fujitsu PRC Customer to Fujitsu as soon as reasonably practicable. 1 Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the...

Page 313
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 314
...1.2.61 TRADEMARKS Application No. Application Date Registration No. Registration Date. Current Owner Country Trademark Current FASL (Aizu) Japan Japan China Malaysia Thailand Taiwan Hong Kong USA Brazil Canada E.U. (CTM Application) India Mexico Russia USA Brazil FASL (Abbreviated Company Name...

Page 315
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 316
Current Owner Country Trademark Application No. Application Date Registration No. Registration Date. AMD USA USA USA USA USA USA USA USA BRAZIL China (PRC) European Union (CTM) Japan South Korea Malaysia Singapore SPANSION (Word Mark) TRUENORTH (Word Mark) SPANSION (Logo) ExpressFlash ...

Page 317
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 318
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 319
...-of-sale reports, if FASL makes the same request of all its distributors and AMD will provide such information. Sub-Distributor Name Location Sell Currency Buy Currency AMD Part number Invoice Number Invoice Date Invoice Quantity End Customer Price End Customer Code End Customer Name and Country...

Page 320
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 321
... with AMD in sales and marketing promotional programs from time to time and **** in costs and expenses. The sub-distributor also agrees to create and maintain adequately informative advertising and merchandising programs consistent with FASL specifications. 5. Pricing/Tax and Policies Prices paid...

Page 322
... for the difference between the price paid to AMD and the current sub-distributor cost listed in the new AMD pricing supplement. The sub-distributor must make a timely claim to receive such credit. 3. Price Authorization ****. 4. Products Removed from Pricing Supplement AMD shall give the sub...

Page 323
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 324
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 325
SCHEDULE 10.1 TRANSITIONAL PRODUCTS By AMD Ordering Part Number **** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has ...

Page 326
... case letters, then it must be set off from the surrounding text in some manner (such as quotation marks or italic type) that makes it apparent it is a trademark. Trademarks registered in a stylized form must only be used in the style and form in which they are registered. 2. Correct Use of Design...

Page 327
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 328
... of the Fujitsu Entities. "Competing Business" means any business engaged in the development, production, manufacture, marketing, distribution, promotion or sale of Stand-Alone NVM Products in any country in the world in which the Joint Venture conducts its business; provided, however, that (i) the...

Page 329
... with the Joint Venture. Subject to Section 5(d), during the Fujitsu Non-Competition Term, the Fujitsu Entities hereby covenant and agree not to (and Fujitsu agrees to cause its Affiliates not to), directly or indirectly, engage in a Competing Business. 2 Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 330
... detail the terms on which the Joint Venture proposes to purchase the AMD Acquired Interest. (b) Any determination as to whether to make a Joint Venture/AMD Offer, and the terms of such Joint Venture/AMD Offer, shall be made by the Board of Managers. If a Joint Venture/AMD Offer is made prior to the...

Page 331
...terms on which the Joint Venture proposes to purchase the Fujitsu Acquired Interest. (b) Any determination as to whether to make a Joint Venture/Fujitsu Offer, and the terms of such Joint Venture/Fujitsu Offer, shall be made by the Board of Managers. If a Joint Venture/Fujitsu Offer is made prior to...

Page 332
... consent of AMD or Fujitsu, as applicable, the Joint Venture shall not (and shall cause its Subsidiaries not to), directly or indirectly, either for itself or another Person, (i) hire or retain, or offer to hire or retain, as director, officer, employee, 5 Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 333
... of its Affiliates (other than employees that are dual employees or that are seconded to the Joint Venture or its Subsidiaries by an AMD Entity or its Affiliates or a Fujitsu Entity or its Affiliates), unless, in either such case, (A) the AMD Entity (and/or its applicable Affiliate) or the Fujitsu...

Page 334
... AMD Entities have not purchased from the applicable Fujitsu Entity the applicable convertible promissory note within the Cure Period or (C) a Material Breach by an AMD Entity has occurred for which there is no Cure Period under the terms of the Operating Agreement; 7 Source: ADVANCED MICRO DEVIC...

Page 335
... 8(b), and the obligations of the Joint Venture under Section 6(d) shall terminate as to any individual in the employ of any Fujitsu Entity or Affiliate thereof upon the termination of the Fujitsu Non-Solicitation Term pursuant to Section 9(b). 8 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 336
...facsimile number as may be designated by a Party giving written notice to the other Parties pursuant to this Section 11): If to the Joint Venture: FASL LLC Attention: General Counsel One AMD Place m/s 150 PO Box 3453 Sunnyvale, California 94086 U.S.A. Facsimile: (408) 774-7399 Advanced Micro Devices...

Page 337
...other than to a successor to substantially all of the assets or businesses of such Party, without the prior written consent of ...including, without limitation, the geographic and temporal restrictions contained herein), then the meaning of said provision will ...ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 338
... is intended to or shall be construed to confer upon or give any Person, other than the Parties hereto, and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. (Signature Page Follows) 11 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 339
...the Parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. ADVANCED MICRO DEVICES, INC. By: /s/ Thomas M. McCoy Name: Thomas M. McCoy Title: Senior Vice President, General Counsel AMD INVESTMENTS, INC. By: /s/ Thomas...

Page 340
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 341
... Adjusting, Testing 2.6.5. Permits 2.6.6. Construction Management 2.6.7. Planning, Engineering, Designing, Architectural and like Works 2.6.8. Operation and Maintenance Data 2.6.9. Mechanical, Electrical, Processing Components 2.6.10. Letter of Intent 2.6.11. Health and Savety Plan/Site Rules 2.6.12...

Page 342
3.2. Payments on Account 3.3. German Income Tax Act 3.4. Presupposition for Payments becoming due 4. Changes 4.1. Adjustment can be calculated based on lump sum price calculation 4.1.1. Works to be executed in addition 4.1.2. Works not to be executed 4.1.3. Changes leading to Reductions and ...

Page 343
...'s Responsibility for Construction Means 15. 16. 17. 18. 19. 20. Identification Liens (Rechte Dritter ) Confidentiality Section 648 BGB not applicable Law and Jurisdiction Miscellaneous Condition Subsequent 40 40 41 41 41 42 44 44 45 45 45 45 47 47 48 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 344
... and associated support facilities to be located on the Site. The result (Werkerfolg) of the works and services to be executed or rendered under this Agreement is referred to as "Fab X" (also referred to as "S.I.L.K."). Company commissions Contractor to plan, design, construct, erect, install, equip...

Page 345
... processors. Contractor has examined and reviewed, and is aware of, all and any conditions relating to the Site, including, but not limited to, ground conditions, subsurface conditions and hydrological conditions and Contractor is aware of all and any requirements and 6 Source: ADVANCED MICRO DEVIC...

Page 346
... production of semiconductor processors) within Fab 30 as well as within Fab X (all these conditions are hereinafter referred to as â€žSite Conditions"). Contractor is liable for executing the Works in the aforementioned manner and meeting the requirements of the Site Conditions. F. Company desires...

Page 347
..., the following parts of this Agreement shall be applicable in the order set forth hereinafter: a) b) this document ("Document") the Exhibits to this Document aa) bb) cc) dd) ee) ff) gg) hh) ii) jj) kk) ll) Exhibit 1: Site Plan Exhibit 2: ITRS Roadmap Exhibit 3: Design Exhibit 4: List of Interfaces...

Page 348
...32 nm defined in the roadmap attached hereto as Exhibit 2 ITRS Roadmap) and associated support facilities to be located on the Site. Contractor shall plan, design, construct, erect, install, equip, start up, calibrate, adjust and turn over Fab X and execute all Works which are necessary or expedient...

Page 349
... more than one way of executing the Works leads to completion of Fab X or a component or part thereof meeting the standards and requirements provided in this Agreement, Company has the right to choose the way of execution. If exercising such right to choose leads to cost or time impact this impact...

Page 350
...not limited to, the production of semiconductor processors) within Fab 30 as well as within Fab X (to all these conditions is hereinafter referred to as â€žSite Conditions"). Contractor is liable for executing the Works in the aforementioned manner and meeting the requirements of the Site Conditions...

Page 351
... for expulsion of the employee or the subcontractor from the Site. Materials Contractor shall, on demand of Company, submit for Company's approval, detailed information, including, but not limited to, model number, quality, manufacturer, about all materials Contractor intends to use. In addition...

Page 352
... information related to the execution of the Works to be executed. Exhibit 6 Company's Inspections shall apply accordingly to any Works to be executed under this Agreement. Obligations The Parties clarify and acknowledge that the obligations which form part of the Works include, but are not limited...

Page 353
...including, but not limited to, the building permit, necessary permits under water law (wasserrechtliche Genehmigungen, Erlaubnisse etc.), permits required under the Working Hours Law (Arbeitszeitgesetz) (e.g. for work on Sundays). 14 2.6.3. 2.6.4. 2.6.5. Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 354
... any planning, engineering, designing, architectural and like works or services necessary or expedient for the execution or completion of the Works and Fab X in accordance with this Agreement. Contractor shall be obliged to deliver the completed design for Fab X. 15 Source: ADVANCED MICRO DEVIC, 10...

Page 355
... Savety Plan/Site Rules Contractor shall formulate a health and safety plan and a set of site rules, and shall make the required prior notification to the competent factory inspectorate authority (Gewerbeaufsichtsamt). Environmental, Health, Safety and Security Requirements Contractor shall meet all...

Page 356
... to observe Rules Contractor shall place its employees and any subcontractors employed under a written obligation to observe the safety and discipline rules in force at that location and Contractor shall clearly mark the rooms and areas used by it with its company name. Acceptances by Authorities...

Page 357
... Bauordnung) apply to the Contractor. Company shall be notified of the name, address and contact details of the construction supervisor in good time and may only object to such person for good cause. Clean Roads Public roads and works roads shall be kept clean at all times, with any soiling to be...

Page 358
...Contractor submitting to Company a declaration (FreistellungserklÃ¤rung) meeting the requirements of section 48 German Income Tax Act (Einkommenssteuergesetz) or a declaration - justified - that Contractor will not submit such declaration. 19 3.3. 3.4. Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 359
... this case Contractor is obliged to immediately stop Works which Contractor is requested not to execute. The Parties clarify that this does not lead to a reduction of the remuneration Contractor is entitled to for Works already executed (the Parties clarify that 20 Source: ADVANCED MICRO DEVIC, 10...

Page 360
... Works underlying the works, services or deliveries to be executed or rendered in addition. The refined lump sum price calculation shall be submitted to Company by Contractor no later than November 30, 2003 and replace the the lump sum price calculation. 21 4.1.1. Source: ADVANCED MICRO DEVIC...

Page 361
...on a lump sum approach for such works, services or deliveries. Contractor shall also be entitled to submit a bid. Company shall have the right to provide additional bids. Based on the bids - of which Company is provided with copies 22 4.1.3. 4.2. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 362
... the Works if and to the extent the following procedure is applied. Prior to entering in contracts with subcontractors Contractor shall inform Company in writing of ContractorÂ´s 5. 5.1. * Confidential treatment has been requested for portions of this exhibit. 23 Source: ADVANCED MICRO DEVIC, 10...

Page 363
...Company submits to Contractor in writing - and within three working days from being informed of name, address and part of work - an objection to employing the subcontractor and this objection is supported by good cause explained in writing in the objection letter. In case such objection is supported...

Page 364
...applicable labor law requirements. Not meeting these requirements shall be considered a reason for termination for good cause. Contractor shall not remove the key personnel listed below without prior written approval of Company. Name Title/Position Project Manager on site Deputy Project Manager...

Page 365
... were not detected by Company or hidden at the time of the partial acceptance - transferred to Company. However, the limitation period for defects liability shall - in any case - not commence prior to the day after the day of final acceptance. 26 6.2. Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 366
... ascertained, Contractor shall be obliged to remedy these defects within 10 weeks from the date of acceptance, unless this time period is not reasonable (angemessen). This does not affect or limit the right of Company to refuse the formal final acceptance (or if a partial acceptance has been carried...

Page 367
...in case of Contractor being entitled to additional time due to requests of Company to execute changes or Additional Works (if and to the extent Contractor proves that such change or Additional Works result in a delay), Contractor shall not be in delay for these days and the date at which the part of...

Page 368
... granted (Investitionszulagen). These other or further rights or claims shall, however, be reduced by the amount of the contractual penalty to which Company is entitled. * Confidential treatment has been requested for portions of this exhibit. 29 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 369
... or in case of Contractor being entitled to additional time due to orders of Company to execute Additional Works, the last two sentences of no. 7.1. shall be applied accordingly. * Confidential treatment has been requested for portions of this exhibit. 30 Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 370
... establishes to Company's reasonable satisfaction were not reasonable foreseeable and (ii) were sufficiently severe that thirty percent (30 %) of the work force employed on the Site were unable to work, and (iii) resulted in delay that affected the critical 31 7.5. Source: ADVANCED MICRO DEVIC, 10...

Page 371
...equipment, such as transformers, switch gear, generators,, etc.): Rotating and fire exposed parts and bulbs: Piping and static as well as mechanical parts: Any other portion of the facility: Roof: 32 1 /2 9. 9.1 year two years one year five years five years ten years Source: ADVANCED MICRO DEVIC...

Page 372
..., including, but not limited to, the production of semiconductor processors, within the Fab 30 or Fab X. Contractor warrants (i) that the work, the Works, any changes and Additional Works and the design shall satisfy CompanyÂ´s requirements for 33 9.3. Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 373
... processors, within Fab 30 or Fab X; (iv) that Contractor has carefully examined and reviewed any and all means and methods to be employed for the execution of the Works any changes and Additional Works to be executed under this Agreement; (v) that Contractor has examined and knows all and any facts...

Page 374
.... At the time of final formal acceptance Company may retain this amount as defects liability security (GewÃ¤hrleistungssicherheit). Company will pay Contractor said amount retained - to the extent not used in accordance with this Agreement to remedy defects - (i) at the expiration date of the defect...

Page 375
... the like, vendors and other persons or entities which Contractor employs for and related to fulfilling its duties under this Agreement. Company accepts this assignment. 10.4. * Confidential treatment has been requested for portions of this exhibit. 36 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 376
...name...person developing an idea (the author) (UrheberpersÃ¶nlichkeitsrecht), all copyrights and any other intellectual property rights related to Fab X shall be transferred to Company. Therefore, Contractor agrees that all writings, software, drawings, designs...ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 377
...Contractor shall support with all reasonable means) during the course of this Agreement and/or related to Fab X which relate in any manner to CompanyÂ´s business and/or the Works to be executed, or which Contractor may become associated with while executing the Works, shall only be used and utilized...

Page 378
... reasonable support for Company to defend or settle any legal dispute which is brought against Company on account of the alleged infringement of a third party proprietary right as a consequence of Company's use of the Ideas in accordance with the provisions of this 39 Source: ADVANCED MICRO DEVIC...

Page 379
... with the provisions of VOB/B. Extraordinary Termination Right In addition, Company shall have an extraordinary termination right if the co-operation agreement between the Free State of Saxony, Advanced Micro Devices Inc. and M+W Zander FÃ¼nfte Verwaltungsgesellschaft mbH of November 20, 2003...

Page 380
... provisions which apply to this Agreement, the execution of the Works and the product (Werkerfolg) to be completed. Contractor shall indemnify and hold harmless Company (including its representatives and employees) from and against all claims, damages, losses, expenses and the like arising from, or...

Page 381
...(and regardless whether these claims, damages, losses, expenses and the like refer to Fab 30 or Fab X). Contractor shall - in accordance with other agreements - put Company, Advanced Micro Devices Inc., AMD Saxony LLC & Co. KG, AMD Saxony LLC, AMD Saxony Holding GmbH and AMD Saxony Admin GmbH in the...

Page 382
...proper way to enable Company to enforce such claims. There shall be no limitation on Contractor's liability for damages resulting from Contractor's gross negligent or intentional conduct. 14.3.2. If and to the extent consequential damage, e.g. loss of profit, loss of production, loss of use, loss of...

Page 383
... the Works or any Design Document, other documents, specifications, drawings, data, information, sheets, letters, materials etc. of Fab X, Contractor shall remain solely responsible for all Works, the execution thereof and all obligations under this Agreement. 44 14.5. Source: ADVANCED MICRO DEVIC...

Page 384
... the part of Contractor, be construed to make Company in any manner whatsoever responsible, e.g. for ContractorÂ´s construction means, methods, techniques, or procedures. Identification Contractor shall meet the identification standards set by Company and all of Contractor's officers or employees...

Page 385
... on all persons acting on Contractor's behalf the obligation to meet, the confidentiality requirements provided for in this Agreement. The Parties clarify that the confidentiality standards relating to C 4 process or building related to C 4, of which Contractor is aware shall be obeyed at any time...

Page 386
... or cause to be disseminated through any press release, public statement or marketing or selling effort any information which relates to this Agreement without the prior written approval of Company. At the completion of the execution of the Works, Contractor shall return to Company all written...

Page 387
...directly or indirectly offered or given, and will not offer or give, to any employee, agent, or representative of Company any cash or non-cash gratuity or payment with a view toward securing any business from Company or influencing such person... State of Saxony, Advanced Micro Devices Inc. and M+W ...

Page 388
... as amended under the letters of August 13, 2003 and November 3, 2003) of shall be governed by section 812 sq. (fortfolgende) German Civil Code (BGB). Company Dresden, /s/ Hans-Raimund Deppe 49 Contractor Dresden, /s/ Helmut Laub Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 389
... of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 390
...Plus Agreement Service Agreements Arbitrator Non-Discrimination Warranty by AMD Liability Interest EU Reservation Conditions Precedent Duration and Termination Confidentiality Responsibility for Costs and Expenses Press Release Arbitration Agreement Final Provisions Source: ADVANCED MICRO DEVIC, 10...

Page 391
...a high-technology location, is a top priority political and structural goal of Saxony, in order to maintain existing and secure new qualified jobs. AMD intends to build a new facility in Dresden for the production of 300mm silicon wafers on which integrated circuits, particularly for microprocessors...

Page 392
... reasonable. This also includes the License Agreement attached as Appendix 1.2. The details of the project including the expected investment costs shall be in accordance with the project description attached hereto as Appendix 1.3. 4 1.2 1.3 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 393
... and intended plans provided by AMD and AMD's subsidiaries - in particular the business plan provided, ADL has prepared the ADL Report on the economic and technological feasibility. For reasons of strict confidentiality, the ADL Report is not 5 2.3 2.4 2.5 Â§3 Source: ADVANCED MICRO DEVIC, 10...

Page 394
... do not come to pass and/or the plans are not achieved, even though the information provided to ADL for the purpose of their preparing the report was correct and complete to AMD's best knowledge and belief and even though the business plan was drawn up according to recognized commercial principles...

Page 395
... date when transfer of title to the real estate as described in Appendix 4.2.2 of AMD Saxony Limited Liability Company & Co. KG ("AMD Saxony") to AMD Fab X has been effected or instead the title re-registration has been applied for and the entry of such re-registration merely only requires issuance...

Page 396
... 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...

Page 397
..., 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 will assume...

Page 398
... Partner will at all times be financially funded such that it is able to perform its liabilities; this does not include any liabilities incurred by the Second General Partner by virtue of his position as personally liable partner of AMD Fab X Â§5 Â§ 5.1 5.1.1 Financing The investment volume is EUR...

Page 399
...end the project. In such case, AMD agrees to pay back the capital contributions made by Saxony and M+W, if any. Another investment allowance of EUR 46 million is expected to be paid in 2008. Confidential treatment has been requested for portions of this exhibit. 11 1 * Source: ADVANCED MICRO DEVIC...

Page 400
... M+W. Grants and Allowances Saxony supports investment grants in the maximum amount legally permissible out of the funds of the joint tasks project "Improvement of the Regional Economic Structure" (GA) - "GA Means". If the total amount of the investment grants from GA Means which have been promised...

Page 401
... up to 13,000 Wafer outs per month). The details of the acceptance obligation and the terms thereof arise from the AMD Fab X Cost Plus Reimbursement Agreement attached in the draft version as Appendix 10.2. 13 * Â§9 9.1 9.2 9.3 Â§ 10 10.1 10.2 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 402
... or a consulting firm as arbitrator, such appointment having binding effect on the Parties. Such person or consulting firm shall not have, and within the past five (5) years shall not have had, business relations with any of the Parties. 14 11.2 Â§ 12 Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 403
... of AMD products will be regulated by way of conclusion of the license agreement according to Appendix 1.2. Liability Unless otherwise provided in this Agreement, the Parties are liable only in the case of intent and gross negligence. There shall be no liability on the part of Saxony on the...

Page 404
...method. Â§ 17 EU Reservation The grant of the allowances envisioned in this Agreement (investment grants, investment allowances and guarantee) require...the Federal Cartel Office, or expiry ... Section 5; consent of the competent bodies of the federal government ...ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 405
.... signing of the General Contractor Contract with M+W Zander Facility Engineering GmbH; and the approval of the supervisory boards of Jenoptik AG and of M+W Zander Holding AG by December 15, 2003. If the conditions set out in Sections 18.1.2 and 18.1.5 are not satisfied in whole or in part, AMD is...

Page 406
... to the corresponding confidentiality obligations (in the case of the EU: insofar as legally required). Further exceptions to the confidentiality obligation may be permitted in individual cases by separate agreements. 18 19.6 19.7 Â§ 20 20.1 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 407
...not apply to information which is generally known, or information demonstrably independently worked out by the receiving Party, or information demonstrably obtained legally from third parties without any breach of the confidentiality obligation. 19 20.3 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 408
... publish a joint press release, which is reached in mutual agreement between them, concerning this project at a date also to be agreed upon between them. In addition, the parties undertake not to publish any further notice concerning the project unless required by law or by applicable stock exchange...

Page 409
... have intended or which would have been agreed by the Parties according to the meaning and purpose of this Agreement, if they had been aware of the invalidity or unenforceability of the relevant provision or of the omission. 21 24.2 24.3 24.4 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 410
Place, Date: Dresden, November 20, 2003 /s/ Robert J. Rivet (Advanced Micro Devices, Inc.) /s/ Juergen Giessmann /s/ Helmut Laub /s/ Horst Metz (Saxony) /s/ Andrea Fischer (M+W Zander FÃ¼nfte Verwaltungsgesellschaft mbH) 22 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 411
Exhibit 10.61 [Translation] [execution copy] MASTER LEASE AGREEMENT Semiconductor Manufacturing Equipment January 5, 2005 SumiCrest Leasing Ltd. Spansion Japan Limited Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 412
... Law) (Competent Court) Equipment List Lease Conditions Certificate of Lease Certificate of Return Certificate of Conveyance Notification Address Return Conditions Covenants 1 5 5 6 6 7 7 8 9 10 10 10 11 11 12 12 13 13 14 14 15 15 16 17 18 20 22 22 22 22 22 22 Source: ADVANCED MICRO DEVIC, 10...

Page 413
.... Lessee's written consent in the prescribed form to the assignment of receivables under the Receivables Security Assignment Agreement and the creation of the security assignment option under the Equipment Security Assignment Option Agreement. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 414
..., accessories, furnishings and parts) which may from time to time be incorporated in or attached to the Equipment. 2 Manufacturer Lenders Agent Investor Administrative Agent Indemnitee Equipment Group A Equipment Group B Equipment Components Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 415
... that in case of early termination of this Agreement, the period shall end on such termination date. 3 Delivery Location Purchase Price Lease Rent Stipulated Loss Value Purchase Option Exercise Price Lease Rent Payment Date Lease Rent Calculation Period Lease Term Source: ADVANCED MICRO DEVIC, 10...

Page 416
...structure, design, specification, practical value, exchange value, usefulness, marketability, merchantability...open for business in Japan. 4 Performance, Etc. Encumbrances, Etc. Permitted Encumbrances, Etc. Losses, Etc. Taxes and Other Public Charges Bank Business Day Source: ADVANCED MICRO DEVIC...

Page 417
... the difference between the funding cost for each Lender with respect to the loan under the Loan Agreement and the estimated investment return based on the reinvestment rate of each Lender in the market. 2 Any reference herein to another agreement or document shall mean such agreement or document...

Page 418
... of the delivery to the effect that such conditions are not required to be fulfilled: (1) Up to the Expected Delivery Date, there has been no event that causes the Lessor to foresee any change in any law, order, official directive or other regulation, administrative guidance or taxation that would...

Page 419
... Period commencing on the relevant Lease Rent Payment Date and provide the written notice to the Lessee no later than one month prior to the relevant Lease Rent Payment Date (excluding the first Lease Rent Payment Date). The Lessee shall pay in 7 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 420
... tax, by 11:00 a.m. of the relevant Lease Rent Payment Date. In each Individual Transaction, the payment of the relevant Lease Rent payable on the first Lease Rent Payment Date shall be set off against the Purchase Price payable to the Lessee under the Purchase Agreement on the same date. 2 In case...

Page 421
... paid, pay to the Lessor the Stipulated Loss Value in respect of such Equipment or Unit, the Break Funding Cost and other liabilities due and payable as of such payment date, and all any other expenses incurred by the Lessor. When the Lessee makes the payment under the immediately preceding clause...

Page 422
... and cost, install the Equipment at its facilities located at 6 Mondenmachi Kougyodanchi, Aizuwakamatsu-shi, Fukushima and 1-11 Aza Higashi Takaku, Oaza Takaku, Kouzashimachi, Aizuwakamatsu-shi, Fukushima in accordance with the standards for and method of installation established by the Manufacturer...

Page 423
... and cost, repair and maintain the Equipment in compliance with the relevant laws and regulations, in compliance with the method approved or recommended by the Manufacturer or the suppliers of the Components, and at least in compliance with the 11 3 4 2 3 Source: ADVANCED MICRO DEVIC, 10...

Page 424
..., etc. due to the change of usage/process, the prior consent of the Lessor shall be required. In case that the Lessee fails to obtain such prior consent of the Lessor, the Lessee may make a replacement with equipment which the Lessor deems to have equal value or equal price; provided that the Lessee...

Page 425
... offices, plants, facilities and other premises of the Lessee and inspect the condition, installation, use, operation, custody, repair, maintenance, etc. of the Equipment and the Components; provided, however, in the case of such inspection, the Lessor shall not disturb the Lessee's normal business...

Page 426
..., at its own responsibility and cost, at all times during the Lease Term, enter into the insurance agreements covering the loss or damage of the Equipment as insured person (beneficiary) with insurance companies which the Lessor recognizes as insurers of international reputation and shall keep such...

Page 427
... based on the net profit of such Indemnitee or of the Tax and Other Public Charges otherwise provided in this Agreement. With respect to the expenses for the preparation and execution of the Related Agreements, the attorney's fees shall be borne by each party. 15 2 Source: ADVANCED MICRO DEVIC, 10...

Page 428
...case, the respective amount of the Purchase Option Exercise Price and the Stipulated Loss Value shall be recalculated. If the Tax and Other Public Charges and other expenses payable by the Lessee under the Related Agreements are paid or advanced by the Lessor, the Lessee shall pay promptly on demand...

Page 429
... 2 of Articles 24 and applies such amount to the payment of the Purchase Option Exercise Price pursuant to Clause 3 of Article 24, the Lessor shall execute and deliver to the Lessee a certificate of conveyance in the form of Schedule 5. 17 2 3 4 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 430
... on the premises of the facilities for the installation set forth in Clause 1 of Article 12 and the Units consisting of the Group B Equipment at the location in Japan specified by the Lessor on the Lease Term Expiration Date (for the purpose of this Article, the "Return Date") in accordance with the...

Page 431
...Lessor shall immediately execute and deliver to the Lessee a certificate of return in the form of Schedule 4. The Lessee shall bear the cost of maintenance, packing, removal, movement, custody, and others associated with the return of the Equipment. 19 3 4 Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 432
... status of Fujitsu's shareholding ratio against the Lessee which is directly or indirectly 40% or more of the issued and outstanding voting common shares during the period from the execution date of this Agreement up to June 30, 2007; 20 (2) (3) Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 433
... Lessee shall have an option to purchase the Equipment or the Unit not yet sold by paying to the Lessor the Stipulated Loss Value calculated as of the termination date in respect of such Equipment or Unit, any unpaid Lease Rent and any other amount (including default interests) payable by the Lessee...

Page 434
... rate of fourteen (14) % per annum (calculated on the basis of a year of 365 days and the actual number of days elapsed). Article 28 (Transfer of Rights and Obligations) Neither the Lessee nor the Lessor shall transfer or provide for security to any third party any of its rights to use the Equipment...

Page 435
... WHEREOF, the Lessor and the Lessee have executed this Agreement in duplicate as of the day and year first above written and retain one original copy each. /s/Tetsuya Nishikawa SumiCrest Leasing Ltd. /s/Shinji Suzuki Spansion Japan Limited 23 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 436
... 4 of the Purchase Agreement and Clause 1 of Schedule 2, and to be confirmed as Group B Equipment in the certificate of conveyance, the certificate of acceptance and the certificate of lease delivered on the Delivery Date of relevant Individual Transaction. 24 2. Source: ADVANCED MICRO DEVIC, 10...

Page 437
... Lease Rent Calculation Period and end on the following Lease Rent Payment Date; provided, however, that in case of early termination of this Agreement, the Lease Rent Calculation Period shall end on the termination date. 25 2. 3. 4. 5. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 438
... Kumiai Agreement for the purpose of financing the amount equal to around 15% of the Purchase Price. The Lessor shall lease the relevant Unit to the Lessee on each Delivery Date pursuant to this Agreement. 26 7. 8. 9. 10. 11. (2) (3) (4) Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 439
12. Investor Sumisho Lease Co., Ltd. Administrative Agent Sumisho Lease Co., Ltd. 27 13. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 440
... the attachment [date] 6 Mondenmachi Kougyodanchi, Aizuwakamatsu-shi, Fukushima and 1-11 Aza Higashi Takaku, Oaza Takaku, Kouzashimachi, Aizuwakamatsu-shi, Fukushima (as described in the attachment with respect to the location for each equipment) 28 2. 3. Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 441
... in the attachment [date] 6 Mondenmachi Kougyodanchi, Aizuwakamatsu-shi, Fukushima and 1-11 Aza Higashi Takaku, Oaza Takaku, Kouzashimachi, Aizuwakamatsu-shi, Fukushima (as described in the attachment with respect to the location for each equipment) 29 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 442
...] Spansion Japan Limited SumiCrest Leasing Ltd. We hereby certify the conveyance of the equipment through sale and purchase as of [date] as described below. Particulars 1. Assignee: 2. Details of Equipment: [date] 30 Spansion Japan Limited as described in the attachment Source: ADVANCED MICRO DEVIC...

Page 443
..., Tokyo 160-0023 Spansion Japan Limited, Accounting Department 03-5302-2674 Mizuho Corporate Bank, Ltd. Address: Attention: Facsimile: 3-3, Marunouchi 1-chome, Chiyoda-ku, Tokyo, 100-8210 Mizuho Corporate Bank, Ltd., Corporate Banking Division No.10 03-3214-0668 31 Source: ADVANCED MICRO DEVIC, 10...

Page 444
...the manufacturer's used equipment maintenance program. (B) Upon the request of Lessor and at the expense of Lessee, Lessee shall, not later than 180 days prior to the expiration or other termination of the Lease make the Equipment available for on-site operational inspection by persons designated by...

Page 445
... locations acceptable to Lessor; (J) With regard to any Equipment that has been modified or reconfigured by the Lessee, at Lessor's options, Lessee shall, at its expense, return or restore the Equipment to its original configuration, as specified by the manufacturer; 33 Source: ADVANCED MICRO DEVIC...

Page 446
...'s notification of its intent to return the Equipment up to the three hundred sixty fifth (365) day after the Lease expiration date at maximum. If an equipment auction is necessary, Lessor should be permitted to auction the Equipment on-site. 34 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 447
...of year end accounts of Spansion LLC; (11) the Lessee shall, at the request of the Lessor or the Lenders and the Investor, immediately report in written concerning the Lessee's and Spansion LLC's assets, business or operations and provide facility necessary therefor; 35 Source: ADVANCED MICRO DEVIC...

Page 448
... accounting standards in Japan, other than (a) deferred assets, other than prepaid insurance and prepaid taxes, (b) patents, copyright, trademarks, trade names, franchises, goodwill, and other similar intangibles and (c) unamortized debt discounts and expenses. 36 (iv) Source: ADVANCED MICRO DEVIC...

Page 449
... "maintenance capital expenditures" means the capital expenditures for the purpose of maintaining and operating the existing equipments only. It shall not include the capital expenditures for the purpose of expanding the Lessee's production capacity. 37 Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 450
Exhibit 10.62 [Translation] [execution copy] MASTER PURCHASE AGREEMENT Semiconductor Manufacturing Equipment January 5, 2005 Spansion Japan Limited SumiCrest Leasing Ltd. Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 451
...commencement of the Lease) (Indemnification, Taxes and Other Public Charges, Costs) (Allocation of Risk) (Governing Law) (Jurisdiction) Equipment List Term of Purchase Certificate of Conveyance Certificate of Acceptance 1 3 3 3 4 5 5 5 5 5 6 6 6 6 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 452
... of conveyance of the Equipment by asset serial number. Person listed as "Manufacturer" in the certificate of conveyance and the certificate of acceptance to be delivered on the Delivery Date of each Individual Transaction. 1 Units Manufacturer Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 453
..., claims and actions. Present and future taxes, assessments, withholdings, fees, charges, burdens and any other 2 Delivery Location Purchase Price Event of Total Loss Performance, Etc. Encumbrances, Etc. Losses, Etc. Tax and Other Public Charges Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 454
... in exchange for the payment of the Purchase Price to the Lessee pursuant to Article 3, the Lessee shall deliver to the Lessor the relevant Units on each Expected Delivery Date at the Delivery Location, and the Lessor shall accept such delivery from the Lessee. 3 2 Source: ADVANCED MICRO DEVIC, 10...

Page 455
... the completion of the purchase under this Agreement) have been satisfied. 7 Article 5 (Related Documents) The Lessee shall submit to the Lessor the documents reasonably required by the Lessor at the time of each delivery of the Equipment 4 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 456
... the Purchase Price pursuant to Article 3 or the delivery of the Equipment pursuant to Article 4 have been completed. In the event the termination of each Individual Transaction pursuant to the immediately preceding clause is due to the default of the Lessee or the 5 2 Source: ADVANCED MICRO DEVIC...

Page 457
...WITNESS WHEREOF, the Lessee and the Lessor have executed this Agreement in duplicate as of the day and year first above written and retain one original copy each. /s/Shinji Suzuki Spansion Japan Limited /s/Tetsuya Nishikawa SumiCrest Leasing Ltd. 6 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 458
...the Group B Equipment to be specified pursuant to Clause 1 of Article 4 and Clause 1 of Schedule 2, and to be confirmed by the certificate of conveyance and the certificate of acceptance to be delivered on the Delivery Date of such Individual Transaction. 7 Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 459
... to the following account of the Lessee in cash. (Remittance fee shall be borne by the Lessee) Mizuho Corporate Bank, Ltd. Ordinary Deposit Account Number: Account Name: Uchisaiwaicho Corporate Banking Division XXXXXXX Spansion Japan Limited 8 2. 3. Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 460
... hereto [date] 6, Mondencho Kogyo Danchi, Aizuwakamatsu-shi, Fukushima and 1-11, Aza Higashi Takaku, Oaza Takaku, Kouzashi-machi, Aizuwakamatsu-shi, Fukushima (as described in the attachment hereto with respect to the location for each equipment) 9 Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 461
... the attachment [date] 6, Mondencho Kogyo Danchi, Aizuwakamatsu-shi, Fukushima and 1-11, Aza Higashi Takaku, Oaza Takaku, Kouzashi-machi, Aizuwakamatsu-shi, Fukushima (as described in the attachment hereto with respect to the location for each equipment) 10 Source: ADVANCED MICRO DEVIC, 10-K, March...

Page 462
... Sales & Service, Ltd. AMD Texas Properties, LLC AMD Latin America Ltd. AMD Saxony LLC Cerium Laboratories LLC Coatue Corporation (1) Spansion LLC (2) Spansion International, Inc. AMD (US) Holdings, Inc. (3) AMD Investments, Inc. AMD FAB 36 LLC Foreign Subsidiaries Advanced Micro Devices...

Page 463
..., Inc. 2000 Stock Incentive Plan; Registration Statement on Form S-8 (No. 333-108217) pertaining to the Advanced Micro Devices, Inc. 2000 Employee Stock Purchase Plan Registration Statement on Form S-3 (No. 333-47243), as amended, pertaining to debt securities, preferred stock, common stock, equity...

Page 464
...No. 333-115474) pertaining to the Advanced Micro Devices, Inc. 2004 Equity Incentive Plan; and Registration Statement on Form S-4 (No. 333-122174 ) pertaining to the 7.75% Senior Notes. / S/ ERNST & YOUNG LLP San Jose, California February 23, 2005 Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005

Page 465
...-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Advanced Micro Devices, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 26, 2004, and any and all amendments thereto, and to file...

Page 466
... of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Hector de J. Ruiz, certify that: 1. I have reviewed this annual report on Form 10-K of Advanced Micro Devices, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact...

Page 467
..., that involves management or other employees who have a significant role in the company's internal control over financial reporting. Date: February 24, 2005 /s/ Hector de J. Ruiz Hector de J. Ruiz Chairman of the Board, President and Chief Executive Officer 2 Source: ADVANCED MICRO DEVIC, 10...

Page 468
...of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Robert J. Rivet, certify that: 1. I have reviewed this annual report on Form 10-K of Advanced Micro Devices, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or...

Page 469
...material, that involves management or other employees who have a significant role in the company's internal control over financial reporting. Date: February 24, 2005 /s/ Robert J. Rivet Robert J. Rivet Executive Vice President and Chief Financial Officer Source: ADVANCED MICRO DEVIC, 10-K, March 01...

Page 470
... of Advanced Micro Devices, Inc. (the "Company") hereby certifies, to such officer's knowledge, that: (i.) the Annual Report on Form 10-K of the Company for the annual period ended December 26, 2004 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable...

Page 471
... of Advanced Micro Devices, Inc. (the "Company") hereby certifies, to such officer's knowledge, that: (i.) the Annual Report on Form 10-K of the Company for the annual period ended December 26, 2004 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable...

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