AMD 2004 Annual Report Download - page 397

Agreements. Conversely, the other Parties hereto will grant to such Holding Company such rights which would be due to the concerned Party in case
of a direct participation. In addition, concurrently with the execution of this Cooperation Agreement, AMD will issue the guarantees according to
Appendix 4.3.
4.4 Insofar as any Party holds a direct or indirect share in a Competing Entity, such Party agrees to impose the same duties of confidentiality on the
persons assigned by it to the organs of the Competing Entity as provided in section 20. In case of an indirect participation, the above provision shall
be applied correspondingly insofar as a Holding Company holds a direct or indirect share in a Competing Entity. Insofar as any Party or Holding
Company holds a direct or indirect majority share in a Competing Entity, the other Parties shall have the right to require from such Party or Holding
Company the transfer of its shareholding in AMD Fab X, including any silent partner participation, to them or to a third party (Call Option) in
accordance with Article 10.8 of the Limited Partnership Agreement. In addition, Parties and Holding Companies with a direct or indirect interests in a
Competing Entity are strictly prohibited from disclosing to the Competing Entity technical information, including information regarding the
technology to manufacture Wafers. M+W Zander Facility Engineering GmbH will assume an obligation which corresponds to the above provisions,
in accordance with Appendix 4.4.
4.5 The other Parties are aware that Saxony holds an indirect non-majority interest in Infineon Technologies SC 300 GmbH & Co. KG and that
Saxony holds a non-majority interest in the semi-conductor manufacturer ZMD AG.
4.6 The participation rights of the Holding Company used by Saxony for AMD Fab X will in each case be exercised in accordance with the decisions of
Saxony.
4.7 Saxony guarantees to AMD that the Second General Partner exercises and has exercised no activity other than the assumption of the general partner
position in AMD Fab X according to the Limited Partnership Agreement. Saxony further guarantees to AMD that the Second General 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. The aforesaid shall apply until any replacement of the Second General Partner as
provided in Article 10a of the Limited Partnership Agreement.
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Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005