AMD 2004 Annual Report Download - page 393

§ 2 Formation of a Joint Undertaking
2.1 AMD has formed a limited liability partnership Limited Liability Company & Co. KG for the realization of the project.
2.2 The joint undertaking will be conducted in the name of AMD Fab X Limited Liability Company & Co. KG (hereinafter referred to as “AMD Fab
X”).
2.3 Immediately upon taking effect of this Cooperation Agreement (see § 18), Saxony and M+W shall, in accordance with the Limited Partnership
Agreement attached hereto as Appendix 1.1(a), join AMD Fab X as limited partners with legal and economic effect as of the day on which they are
both entered in the Commercial Register. The Parties agree to execute the Limited Partnership Agreement of Fab X and to effect the registration in the
Commercial Register immediately upon taking effect of this Cooperation Agreement. The Parties agree to sign the Silent Partnership Agreement
attached hereto as Appendix 1.1(b) immediately upon taking effect of this Cooperation Agreement.
2.4 The capital contributions of the Parties will amount to a total of € 905 million, as specified in more detail in Section 4.
2.5 AMD Fab X LLC will conduct the business of AMD Fab X as the general partner with sole power of management and representation. In addition to
those mentioned in Section 2.3 above, AMD Fab X Holding GmbH and AMD Fab X Admin GmbH shall be limited partners of AMD Fab X. The
conduct of the operative business shall be the sole responsibility of the general partner AMD Fab X LLC, subject to the Limited Partnership
Agreement. The other general partner will be a German limited liability company [GmbH] whose shares will be held by Saxony or the Saxony
Holding Company (“Second General Partner”); the Second General Partner shall have no power of management and no power of representation and
will participate neither in the assets nor in the results of AMD Fab X.
§ 3 ADL Report
On the instructions of Saxony and on the basis of information 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
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Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005