|
EXHIBIT
10.2
(Convenience
Translation)
AMENDMENT AGREEMENT NO.
1
TO THE
AMD FAB 36 COST PLUS
REIMBURSEMENT AGREEMENT
dated 21 April
2004
between
AMD FAB 36 HOLDING
GMBH
and
AMD FAB 36 LIMITED
LIABILITY COMPANY & CO. KG
This AMENDMENT AGREEMENT NO. 1 TO THE
AMD FAB 36 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
AMD FAB 36 LIMITED
LIABILITY COMPANY & CO. KG
Wilschdorfer Landstr. 101,
01109 Dresden
- hereinafter referred to as
“ AMD Fab 36 ” -
RECITALS
WHEREAS, AMD Fab 36 Holding
and AMD Fab 36 are parties to the AMD Fab 36 Cost Plus
Reimbursement Agreement dated 21 April 2004 (the “AMD
Fab 36 Cost Plus Reimbursement Agreement”);
WHEREAS, the parties now wish
to amend the AMD Fab 36 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 Cost Plus Reimbursement Agreement
Section 1.01.
Amendment of the Applicable Percentage pursuant to
Section 2.02 (b) . The “Applicable
Percentage” pursuant to Section 2.02 (b) shall be
115% instead of 110%.
Section 1.02.
Amendment of Section 2.06 (a) . Section 2.06
paragraph (a) of the AMD Fab 36 Cost Plus Reimbursement
Agreement shall be deleted and replaced by the
following:
| |
“(a) |
AMD Fab 36 Holding shall pay to AMD Fab 36 the Selling Price
Per Wafer for all Products Shipped by AMD Fab 36 within 30 days
after receipt of invoices denominated in Euro or US-Dollar from AMD
Fab 36 in accordance with this Section 2.06. The invoice
amount in US-Dollar results from the conversion of the in Euro
calculated Total Costs 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 shall be
entitled to issue invoices to AMD Fab 36 Holding on a monthly
basis. Payment for all other amounts due hereunder from either
party (including any adjustment amount) shall be unconditionally
due on or before the date specified in this Agreement for such
amount”. |
1
Section 1.03.
Amendment of Section 2.07 . Section 2.07 of
the AMD Fab 36 Cost Plus Reimbursement Agreement shall be deleted
and replaced by the following:
“ Section 2.07.
Method of Payment . Payments under this Agreement from AMD
Fab 36 Holding to AMD Fab 36, if made other than by set-off
permitted by Section 2.06, shall be deposited into an account
of AMD Fab 36 at Dresdner Bank AG, Dresden Branch or such other
account of AMD Fab 36 specified by AMD Fab 36 with the prior
written consent of the Facility Agent (a copy of which consent
shall be delivered by AMD Fab 36 to AMD Fab 36 Holding) with not
less than 15 days written notice to AMD Fab 36 Holding, and all
such payments shall be made in Euro, or in US-Dollar, or a
combination of Euro and US-Dollar, in each case at the option of
AMD Fab 36. Is the payment made in a currency deviating from the
invoice currency, the relevant payment amount results from the
conversion with the exchange rate of the invoicing according to
Section 2.06 (a).”.
Section 1.04.
Amendment of the Definition of Total Costs . Annex 1
paragraph (26) (Total Costs) sub-paragraph c) to the AMD Fab
36 Cost Plus Reimbursement Agreement shall be deleted and replaced
by the following:
| |
“(c) |
Total Costs shall include all interest expense pa |
| 
