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EXHIBIT
10.3
(Convenience
Translation)
AMENDMENT AGREEMENT NO.
1
TO THE
AMD FAB 36 HOLDING COST
PLUS REIMBURSEMENT AGREEMENT
dated 21 April
2004
between
AMD FAB 36 HOLDING
GMBH
and
ADVANCED MICRO DEVICES,
INC.
This AMENDMENT AGREEMENT
NO. 1 TO THE AMD FAB 36 HOLDING
COST PLUS REIMBURSEMENT
AGREEMENT DATED 21 APRIL 2004 is made
between
AMD FAB 36 HOLDING
GMBH
Wilschdorfer Landstr. 101,
01109 Dresden
- hereinafter referred to as
“ AMD Fab 36 Holding ” -
and
Advanced Micro Devices,
Inc.
One AMD Place, Sunnyvale,
California 94088,
United States of
America
- hereinafter referred to as
“ AMD Inc. ” -
RECITALS
WHEREAS, AMD Fab 36 Holding
and AMD Inc. are parties to the AMD Fab 36 Holding Cost Plus
Reimbursement Agreement dated 21 April 2004 (the “AMD
Fab 36 Holding Cost Plus Reimbursement
Agreement”);
WHEREAS, the parties now wish
to amend the AMD Fab 36 Holding Cost Plus Reimbursement Agreement,
particularly with respect to invoicing and payment in US-Dollar and
the calculation of Total Costs;
NOW, THEREFORE, in
consideration of the above, the parties hereto agree as
follows:
ARTICLE I
Amendments to the AMD Fab
36 Holding Cost Plus Reimbursement Agreement
Section 1.01.
Amendment of Section 2.01 (b) sentence 1 .
Section 2.01 paragraph (b) sentence 1 of the AMD Fab 36
Cost Plus Reimbursement Agreement shall be deleted and replaced by
the following:
“In aggregate, AMD Inc.
agrees to make payments to AMD Fab 36 Holding which in terms of
their amount, currency and due date shall correspond to all
payments due and to be made by AMD Fab 36 Holding to AMD Fab 36
under the AMD Fab 36 Cost Plus Reimbursement
Agreement”.
Section 1.02.
Amendment of Section 2.03 (a) . Section 2.03
paragraph (a) of the AMD Fab 36 Holding Cost Plus
Reimbursement Agreement shall be deleted and replaced by the
following:
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“(a) |
AMD Inc. shall pay to AMD Fab 36 Holding the Selling Price Per
Wafer for all Products shipped by AMD Fab 36 Holding prior to the
purchase price due date for such Products under the AMD Fab 36 Cost
Plus Reimbursement Agreement (if AMD Fab 36 or AMD Fab 36 Holding
notifies this reasonably in advance) within 30 days after receipt
of invoices denominated in Euro or US-Dollar from AMD Fab 36
Holding in accordance with this Section 2.03. The invoice
amount in US-Dollar results from the conversion of Euro to
US-Dollar at the average rate of exchange as derived from Bloomberg
and provided by SAP (or an equivalent accounting system) for the
accounting Month. AMD Fab 36 Holding shall be entitled to issue
invoices to AMD Inc. on a monthly basis.”. |
1
Section 1.03.
Amendment of Section 2.04 . Section 2.04 of
the AMD Fab 36 Holding Cost Plus Reimbursement Agreement shall be
deleted and replaced by the following:
“ Section 2.07.
Method of Payment . Payments under this Agreement from AMD
Inc. to AMD Fab 36 Holding, if made other than by set-off permitted
by Section 2.03, shall be deposited into an account of AMD Fab
36 Holding at Dresdner Bank AG, Dresden Branch or such
oth
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