Advanced Micro Devices (AMD) 10-K 2004 FY Annual report

Exhibit 10.47

Redacted Version

Confidential Treatment Marked

AGREEMENT

between

SI INVESTMENT LIMITED LIABILITY COMPANY & CO KG

and

M + W ZANDER FACILITY ENGINEERING GMBH

Pertaining to the

Design and Construction of Fab X, Dresden, Germany

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 the exhibit has been filed separately with the Securities and Exchange Commission.

Table of Contents

PREAMBLE		5
RECITALS		5
PROVISIONS		8
1.	Parts of this Agreement	8
2.	Scope of Work	9
2.1. Scope of Work		9
2.2. Document Flow		11
2.3. Conduct of Executing Works		12
2.4. Materials		12
2.5. Company’s inspections		13
2.6. Obligations		13
2.6.1.  Staturory and like Requirements		13
2.6.2.  Progress Updates		14
2.6.3.  Construction Diary		14
2.6.4.  Calibrating, Adjusting, Testing		14
2.6.5.  Permits		14
2.6.6.  Construction Management		15
2.6.7.  Planning, Engineering, Designing, Architectural and like Works		15
2.6.8.  Operation and Maintenance Data		16
2.6.9.  Mechanical, Electrical, Processing Components		16
2.6.10. Letter of Intent		16
2.6.11. Health and Savety Plan/Site Rules		16
2.6.12. Environmental, Health, Safety and Security Requirements		16
2.6.13. Obligation to observe Rules		17
2.6.14. Acceptances by Authorities		17
2.6.15. Health and Savety Coordinator		17
2.6.16. Clean Site		17
2.6.17. Construction Supervisor		18
2.6.18. Clean Roads		18
2.6.19. Security		18
3.	Remuneration	18
3.1. Lump Sum Price		18

3.2. Payments on Account		19
3.3. German Income Tax Act		19
3.4. Presupposition for Payments becoming due		19
4.	Changes	20
4.1. Adjustment can be calculated based on lump sum price calculation		21
4.1.1. Works to be executed in addition		21
4.1.2. Works not to be executed		22
4.1.3. Changes leading to Reductions and Additions		22
4.2. Adjustment can not be based on lump sum price calculation		22
4.3. Payments		23
5.	Subcontracting/Personnel	23
5.1. Subcontracting		23
5.2. Personnel		24
6.	Formal Acceptance	26
6.1. Formal Acceptance		26
6.2. No prior Acceptance		26
7.	Milestones; Contractual Penalty	27
7.1. Milestones (Vertragsfristen)		27
7.2. Contractual Penalty (Vertragsstrafe)		28
7.3. Further Milestones		30
7.4. Schedule		31
7.5. Force Majeure		31
8.	Distribution of Risk	32
9.	Defects Liability	32
9.1 Defects Liability		32
9.2. Warranty		33
9.3. Warranties		33
10.	Securities	35
10.1. Retention		35
10.2. Performance Guarantee (Vertragserfüllungsbürgschaft)		35
10.3. Defects Liability Guarantee (Gewährleistungsbürgschaft)		36
10.4. Assignment for Security Purposes		36
10.5 Security to be provided by Subcontractors		37
11.	Copyrights (Urheberrechte)	37
11.1. Confirmation		37
11.2. Rights to Ideas and other intellectual Property		37
11.3. Payment included in Lump Sum		40
12.	Lender	40
13.	Termination	40

13.1. Termination Rights provided for in VOB/B		40
13.2. Extraordinary Termination Right		40
14.	Liability	41
14.1. Contractor generally liable		41
14.2. Liability for Damages		41
14.3. Limitations on Liability		42
14.4. Insurance		44
14.5. Nature of Company’s Approval		44
14.6. Contractor’s Responsibility for Construction Means		45
15.	Identification	45
16.	Liens (Rechte Dritter )	45
17.	Confidentiality	45
18.	Section 648 BGB not applicable	47
19.	Law and Jurisdiction Miscellaneous	47
20.	Condition Subsequent	48

PREAMBLE

This Design/Build Agreement (hereinafter referred to as “Agreement”) is made and entered into this 20^th of November, 2003 by and between SI Investment Limited Liability Company & Co KG, Louis-Braille-Straße 5, 01099 Dresden, Germany (hereinafter referred to as “Company”) and M+W Zander Facility Engineering GmbH, Lotterbergstraße 30, 70499 Stuttgart, Germany (hereinafter referred to as “Contractor”).Company andContractor, are collectively referred to as “Parties” or each separately as “Party”.

RECITALS

A. Company will purchase certain land located in Dresden, Wilschdorfer Straße marked in the plan attached asExhibit 1 Site Plan in blue (the “Site”).

B. Contractor, or a joint venture of whichContractor forms part respectively, entered into aCo-Operation Agreement (Kooperationsvertrag vom 20. November 2003) under the conditions of whichContractor shall enter into a partnership agreement. Therefore,Contractor, or a joint venture of whichContractor forms part respectively, is not onlyParty to thisAgreement but also limited partner (Gesellschafter/Kommanditist) ofCompany.

C. Companydesires to obtain a new state-of-the-art microprocessor wafer fabrication facility for designing and producing integrated circuits (300 mm microprocessor wafers (65 nm technology, intended to be later on upgraded to up to 45 or 32 nm (to the degree defined in thisAgreement) and associated support facilities to be located on theSite. The result(Werkerfolg) of the works and services to be executed or rendered under thisAgreement is referred to as “Fab X” (also referred to as“S.I.L.K.”).CompanycommissionsContractor to plan, design, construct, erect, install, equip, start up, calibrate, adjust and turn overFab Xand execute all and any works, render all and any services and make all and any deliveries (hereinafter collectively referred to as “Works”) which are necessary or expedient for completingFab Xin a turn-key and functional manner and in a ready for unrestricted hook up condition, including, but not limited to, all and anything which is technically or functionally necessary or expedient therefore, including, but not limited, to all and any items which could have an impact on productivity, yield or ease of use but excluding any works and services explicitly excluded in thisAgreement.

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D. Contractordesires to plan, design, construct, erect, install, equip, start up, certify, calibrate, adjust and turn overFab X in the manner provided for inRecital C and to execute allWorks necessary or expedient therefore and to execute theWorks and to completeFab X in a way meeting the standards provided for in thisAgreement. As consideration in full for executing theWorks and completingFab X in accordance with thisAgreement, Company will pay toContractor the lump sum provided for in thisAgreement

E.On the site adjacent to theSite,Contractor (orContractor’s legal predecessor Meissner + Wurst GmbH + Co. KG) completed a wafer fabrication support facility as well as later extensions and improvements thereto (this fabrication, the support facilities, the extensions and improvements is hereinafter referred to as “Fab 30”) under a number of agreements, including a Design/Build Agreement with a third party (AMD Saxony Manufacturing GmbH, the legal predecessor of AMD Saxony Limited Liability Company & Co. KG) of November 15, 1996 as amended, a hook-up agreement of February 28, 1998 as amended and under later agreements especially under a letter of intent of June 7, 2000, an agreement of June 22, 2001 and a contract of November 28,/December 5, 2002).

From being involved in the works, services and deliveries under the aforementioned agreements, contracts and letters of intent and especially the details related to and underlying the execution, rendering or making the works, services and deliveries,Contractor is aware of the details of the completion of a state-of-the-art microprocessor wafer fabrication facility referred to inRecital C. Therefore, and because of surveys and examinations carried out by, or on behalf of,Contractor, Contractor is aware of the standards and requirements of such project, especially about all specifics and requirements of clean room conditions and is aware of theSite Condition, including the subsurface, environmental and hydrological condition. Moreover,Contractor is aware of the impact executing theWorks under thisAgreement could have on the operation of, and the production in, the adjacentFab 30.Contractor acknowledges thatContractor is aware that any detrimental impact the execution of theWorks may have onFab 30 and the operation of, and production in,Fab 30could lead to losses, damages, claims etc, for whichContractor is liable to the extent provided for in thisAgreement.Contractor, therefore, knows and acknowledges that all and anyWorks to be executed under thisAgreement shall – unless otherwise agreed upon by theParties - be executed in a manner not affecting, influencing, disturbing or having any other detrimental impact, including, but not limited to, detrimental impact by vibrations, on the operation ofFab 30 or the production withinFab 30, including, but not limited to, the production of semiconductor processors.Contractor has examined and reviewed, and is aware of, all and any conditions relating to theSite, including, but not limited to, ground conditions, subsurface conditions and hydrological conditions andContractor is aware of all and any requirements and

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conditions of a proper operation and production (including, but not limited to, the production of semiconductor processors) withinFab 30 as well as withinFab X(all these conditions are hereinafter referred to as „Site Conditions”).Contractoris liable for executing theWorks in the aforementioned manner and meeting the requirements of theSite Conditions.

F.Companydesires andContractoracknowledges and is aware that it is essential thatFab Xis completed within the milestones provided for in thisAgreement and that meeting the given time frame is a presupposition (Voraussetzung) forCompany being able to operateFab Xand produce inFab X, otherwise an economical and efficient operation and production will be threatened or not be possible. Therefore,Contractor undertakes to complete the Works in the given time frame. Moreover,Partiesare aware that the environmental, health, safety and security requirements provided for in this agreement to be met onSite, when executing the works and byFab X are far above average standard andContractor undertakes to meet such requirements.

Moreover, bothParties explicitly acknowledge and confirm that they are aware that for being granted the allowancesCompany applied for under the code of allowances (Investitionszulagengesetz) based on which the financial concept underlying this project was developed it is of utmost importance to reach the respective degree of completion described under no. 7.1.c) until December 31, 2004.

G. Company’s ability to carry out the project underlying thisAgreement depends on the fact that the financial presuppositions the project is based on are met or maintained. Therefore,Partiesagree thatCompanyhas an extraordinary termination right under circumstances desribed in thisAgreement the impact of which on the remuneration is stipulated in thisAgreement.

H. Contractorconfirms thatContractor will at all and any time keep the project underlying thisAgreement equipped with all and any resources, know-how, work force and all and any means and measures necessary to properly execute theWorks under thisAgreement and to completeFab X in time and thatContractor will not reduce its activities, work force or personnel and executing other projects or contracts will not detrimentally impact the project..

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PROVISIONS

1. Parts of this Agreement

In the event of discrepancies, the following parts of thisAgreement shall be applicable in the order set forth hereinafter:

a)         this document (“Document”)

b)         the Exhibits to thisDocument

aa) Exhibit 1: Site Plan

bb) Exhibit 2: ITRS Roadmap

cc) Exhibit 3: Design

dd) Exhibit 4: List of Interfaces

ee) Exhibit 5: Design Documents

ff) Exhibit 6: Company’s Inspections

gg) Exhibit 7: Payment Schedule

hh) Exhibit 8: Operation and Maintenance Data

ii) Exhibit 9: EHS Program

jj) Exhibit 10: Clean Protocol

kk) Exhibit 11: Lump Sum Price Calculation

ll) Exhibit 12: List of Subcontractors consented to

mm) Exhibit 13: Workforce Regulations

nn) Exhibit 14: Milestone Definitions

oo) Exhibit 15: Time Schedule

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pp) Exhibit 16: Performance Guarantee

qq) Exhibit 17: Defects Liability Guarantee

c)         the rules of sound engineering practice (anerkannte Regeln der Technik)

d)         the applicableDIN,VDI andVDE regulations)

e)         the provisions ofVOB/B (Verdingungsordnung für Bauleistungen, Teil B)The parties clarify that this does not

mean that VOB/A is applicable as well.

f)         the German Civil Code (BGB = Bürgerliches Gesetzbuch).

2. Scope of Work

2.1. Scope of Work

Contractor is obliged to deliver toCompanya new state-of-the-art microprocessor wafer fabrication facility for designing and producing integrated circuits (300 mm microprocessor wafers (65 nm technology, intended to be later on upgraded to up to 45 or 32 nm (regarding 32 nm defined in the roadmap attached hereto asExhibit 2 ITRS Roadmap) and associated support facilities to be located on theSite.Contractor shall plan, design, construct, erect, install, equip, start up, calibrate, adjust and turn overFab Xand execute allWorks which are necessary or expedient for completingFab Xin a turn-key and functional manner and in accordance with the specifications and descriptions contained inExhibit 3 Design and in a ready for unrestricted hook up condition, regardless of whether the respective item or component is explicitly mentioned inExhibit 3 Design and including, but not limited to, all and anything which is technically or functionally necessary or expedient therefore, including, but not limited to, all and any items which could have an impact on productivity, yield or ease of use but excluding any works and services as named as excluded in the list of interfaces attached asExhibit 4 List of Interfaces.

If and to the extent the description ofFab X is insufficient in order to define specifications forFab Xreference shall be made to the specifications and descriptions under the agreement of November 28,/December 5, 2002 relating to

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the Advanced Technology and Process Center (ATPC) or, if this agreement is insufficient to the specifications and descriptions under the Design/Build Agreement of November 15, 1996.

The parties acknowledge and confirm that in case more than one way of executing theWorks leads to completion ofFab X or a component or part thereof meeting the standards and requirements provided in thisAgreement,Company has the right to choose the way of execution. If exercising such right to choose leads to cost or time impact this impact is covered by the change procedure provided for in no. 4.

These aforementioned obligations include, but are not limited to, all and anyWorks described and provided for in the design documents attached asExhibit 3 Design. All standards or requirements necessary or expedient as described herein for completingFab Xin a turn-key and functional manner and in a ready for unrestricted hook up condition shall be met by theWorks, this includes, but is not limited to, meeting all standards and requirements provided for in the design documents attached asExhibit 3 Design.

As exception, theParties clarify that to the extent regulations inExhibit 3 Design deal with the technical solution for insurance reasons (FM or VDS) (which is still pending) elements of theWorks are only covered by the lump sum provided for in no. 3.1 to the extent these aforementioned elements of theWorksare explicitly described inExhibit 3 Design. To the extent that regarding the aforementioned elements of theWorksworks or services other than those contained inExhibit 3 Design are requested the impact on the remuneration shall be determined in accordance with the procedure provided for under no. 4.

TheContractorshall with regard to planning, designing, constructing, erecting, installing, equipping, starting up, calibrating, adjusting and turning over use best efforts to secure maximum possible value added and to execute theWorks in a manner that there is no detrimental impact on the operation of, and production in,Fab 30.

Moreover,Contractor is aware of the impact executing theWorks under thisAgreement could have on the operation of, and the production in, the adjacentFab 30.Contractor acknowledges thatContractor is aware that any detrimental impact the execution of theWorks may have onFab 30 and the operation of, and production in,Fab 30could lead to losses, damages, claims etc, for whichContractor is liable to the extent provided for in this

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Agreement.Contractor, therefore, knows and acknowledges that all and anyWorks to be executed under thisAgreement shall – unless otherwise agreed upon by theParties—be executed in a manner not affecting, influencing, disturbing or having any other detrimental impact, including, but not limited to, detrimental impact by vibrations, on the operation ofFab 30 or the production withinFab 30, including, but not limited to, the production of semiconductor processors.Contractor has examined and reviewed, and is aware of, all and any conditions relating to theSite, including, but not limited to, ground conditions, subsurface conditions and hydrological conditions andContractor is aware of all and any requirements and conditions of a proper operation and production (including, but not limited to, the production of semiconductor processors) withinFab 30 as well as withinFab X(to all these conditions is hereinafter referred to as „Site Conditions”).Contractoris liable for executing theWorks in the aforementioned manner and meeting the requirements of theSiteConditions but shall be entitled to an adjustment of the remuneration or an extension of time under the respective applicable provision of thisAgreement if and to the extent findings (Kampfmittelor archäologische Funde) lead to a change of the scope of work.

2.2. Document Flow

Contractorshall submit allDesign Documentsas defined inExhibit 5 Design Documents toCompanyfor approval (approval means written consent). Such approval byCompany shall not unreasonably be withheld.Companyshall approve or disapprove such documents latest within five (5) working days (working days in the meaning of thisAgreementare all days from Monday through Saturday except for days which are public holidays (gesetzliche Feiertage) in the Free State of Saxony) from receipt. IfContractor has not received the approval or disapproval (defining the reason(s) for disapproval at the same point in time) within this period fromCompany receiving the particular document,Contractorshall giveCompany notice ofCompany´s failure to respond in time. IfContractor has not receivedCompany´s approval or disapproval within 24 hours fromCompany´s receipt of such notice, the particular document shall be deemed to be approved byCompany.Contractorshall not be entitled to an extension of time because ofCompany´s justified refusal to approve a certain document.

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2.3. Conduct of Executing Works

AllWorksto be executed shall, in addition to being executed in a manner meeting the standards and requirements in other parts or provisions of thisAgreement, be executed in a manner meeting clean room standards as defined inExhibit 3 Design.

Contractorexplicitly acknowledges thatContractoris aware of the conditions and requirements of a 300 mm microprocessor wafer fabrication facility and the standards to be met by such facility (which are far higher than the standards of regular industrial construction), especially those to be met by theWorksandFab X, including, but not limited to, cleanroom conditions.Contractor explicitly warrants thatContractor sufficiently informs all subcontractors of all conditions, requirements and standards to be met on or by such facility, including, but not limited to, cleanroom conditions.

Companyhas an absolute ban on smoking in place over the entireSiteand in all its buildings, with the exception of smoking zones marked accordingly.

For reasons of personal and general safety, the consumption of any alcoholic beverages during work, or starting work in an intoxicated condition, is prohibited. This also applies for other drugs.

Contractorhereby undertakes to strictly monitor compliance with these prohibitions on the part of its employees or the staff of any subcontractors used. Repeated breaches or offences, in spite of a warning, shall be a valid basis for expulsion of the employee or the subcontractor from theSite.

2.4. Materials

Contractorshall, on demand ofCompany, submit forCompany’s approval, detailed information, including, but not limited to, model number, quality, manufacturer, about all materialsContractor intends to use. In addition,Contractor shall submit toCompany, forCompany’s approval, detailed information about all materials which are exposed to parts ofFab X which are to be or might be operated under clean room conditions.Such approval shall not unreasonably be withheld byCompany.

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2.5. Company’s inspections

Company shall, at any time, have the right to review and inspect all and any of theWorks byContractor, including but not limited to, any Worksdocuments, plans, drawings,Design Documents, discs, electronic data and like (except for commercial data which shall – unless provided otherwise in thisAgreement—only be disclosed if and to the extent necessary for determining price adjustments under no. 4.2 of thisDocument). Moreover,Contractor shall – on demand – submit toCompany copies of any of such documents and all documentation and information related to the execution of theWorks to be executed.Exhibit 6 Company’s Inspections shall apply accordingly to anyWorks to be executed under thisAgreement.

2.6. Obligations

TheParties clarify and acknowledge that the obligations which form part of theWorks include, but are not limited to, the following:

2.6.1. Staturory and like Requirements

Contractorshall obey Baustellenverordnung and all and any statutory and like requirements including, but not limited toArbeitsstättenverordnung, Arbeitsnehmerüberlassungsgesetz, Bundesimmissionsschutzgesetz, Strahlen- und Röntgenschutzverordnung, Sicherheitsbestimmungen, Bestimmungen der Berufsgenossenschaften and all and anyUnfallverhütungsvorschriften (accident prevention regulations) and all and any accident prevention obligations and EU directives and shall impose this duty on all subcontractors. This includes, but is not limited to,Contractor´s obligation to develop a security and health plan (Sicherheits- und Gesundheitsschutzplan). IfContractorproves that changes of such statutory or like requirements becoming effective after conclusion of thisAgreementof whichContractor has not been aware at the time of concluding thisAgreementresults in changes in the scope of work the financial impact of the total of such changes of such laws or like is more than Euro 75,000.00 (seventy five thousand Euro) the change order procedure provided for in no. 4 shall apply on the entire amount (if the amount is Euro 75,000.00 or less the change order procedure shall not apply but the resulting impact on the scope of work shall be covered by the lump sum provided for in no. 3.1).

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2.6.2. Progress Updates

Contractorshall provideCompany, with monthly status and progress reports and – upon reasonable and justified request ofCompany – with periodic progress reports in the frequency justified by the situation. In additionContractorshall provideCompany with weekly progress updates. Moreover,Contractor shall provideCompany with technical progress reports relating to all completions of relevant parts ofFab X(for example “Fab construction weathertight” or “clean room ready for equipment”) and of milestones provided for in thisAgreement and for completions which trigger – under the payment schedule for progress payments attached asExhibit 7 Payment Schedule - payments on account.

2.6.3. Construction Diary

Contractor shall keep a construction diary (Bautagebuch) on an at least daily basis.

2.6.4. Calibrating, Adjusting, Testing

The obligations ofContractor shall include, but not be limited to, all and any calibrating, adjusting, testing and like ofFab Xand all and any parts and components thereof to the extent necessary or expedient for completingFab Xin accordance with thisAgreement.

2.6.5. Permits

Contractorshall be obliged to procure all necessary permits, acceptances and like which are necessary or expedient for executing or completing theWorks or completingFab Xin accordance with thisAgreement, 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).

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2.6.6. Construction Management

Contractor shall render all and any construction management and supervision services necessary or expedient for the execution and completion of theWorksand the completion ofFab X in accordance with this Agreement. This includes, but is not limited to,Contractor´s obligation to coordinate with persons, including but not limited to work or services performed byCompany and with other contractors employed byCompany, acting on theSite on behalf ofCompany. Such person acting on behalf ofCompany shall obeyContractor´s construction site rules and shall attendContractor´s coordination meetings whichContractor shall carry out in a form, number and in intervals (at least weekly) as, and with all participants, necessary and expedient and inviteCompanyto, and provideCompanywith protocols of all coordination meetings. However,Contractor shall not be liable and responsible for conduct of such persons acting on behalf ofCompany(Erfüllungsgehilfen des Auftraggebers) unless such conduct is caused by Contractor. Company shall instruct and inform any such person accordingly. The obligations ofContractor shall include, but shall not be limited to, coordinating the timing of work done byContractorwith that carried out by third parties,

• coordinating the physical location and personnel allocation arrangements for work done byContractorand third party works,

• harmonizing the structural engineering aspects of the work done byContractorwith third party contributions to the project and

• coordinating works and firms, so that all aspects of the construction project will proceed in accordance with the accident prevention regulations.

2.6.7. Planning, Engineering, Designing, Architectural and like Works

The obligations ofContractorshall include all and any planning, engineering, designing, architectural and like works or services necessary or expedient for the execution or completion of theWorksandFab X in accordance with thisAgreement.Contractorshall be obliged to deliver the completed design forFab X.

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These planning, engineering, designing, architectural and like works, include, but shall not be limited to, preparation and submission of all and anyDesign Documents defined inExhibit 5 Design Documents.

2.6.8. Operation and Maintenance Data

With respect to the obligation ofContractorregarding Operation and Maintenance Data, the provisions ofExhibit 8 Operation and Maintenance Data shall apply to the extent reasonably applicable unless explicitly provided for otherwise in thisDocument.

2.6.9. Mechanical, Electrical, Processing Components

The obligations ofContractor shall include, but shall not be limited to, all and anyWorks necessary or expedient for planning, designing, constructing, erecting, installing, equipping, starting up, calibrating, adjusting and turning over the completed shell and all mechanical, electrical and processing components ofFab Xin a turn-key and functional manner and in a ready for unrestricted hook up condition in accordance with thisAgreement.

2.6.10. Letter of Intent

The works and services rendered under the letter of intent of May 16, 2003 as amended under the letters of August 13, 2003 and November 3, 2003.

2.6.11. Health and Savety Plan/Site Rules

Contractorshall 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).

2.6.12. Environmental, Health, Safety and Security Requirements

Contractorshall meet all environmental, health, safety and security requirements provided for inExhibit 9 EHS Program.

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2.6.13. Obligation to observe Rules

Contractorshall place its employees and any subcontractors employed under a written obligation to observe the safety and discipline rules in force at that location andContractorshall clearly mark the rooms and areas used by it with its company name.

2.6.14. Acceptances by Authorities

Contractorshall carry out, or have carried out, acceptances by authorities (Behördenabnahmen).

2.6.15. Health and Savety Coordinator

Contractorshall appoint and commission the services of a health and safety coordinator (HSC), at its expense, pursuant to the Construction Site Regulations (Baustellenverordnung),VBG 1 and of the Industrial Safety Law (Arbeitsschutzgesetz). Moreover,Contractorshall provide suitable training for his personnel in all health and safety requirements, including, but not limited to, disposal of hazardous or toxic waste.Contractorshall not remove the safety and health engineer prior to completion of all and anyWorkson the site. This shall not be prior to remedying – and formally accepting byCompanythat the defects had properly been remedied – all defects which had been detected in the course of the final acceptance.Contractor may, uponCompany´s prior written consent, appoint another person as health and safety coordinator.

2.6.16. Clean Site

TheSite must be kept tidy, in accordance with accident prevention regulations, for the entire duration of theWorks. Rubbish and packaging material is generally to be disposed of immediately. Rubbish containers shall be emptied regularly. In particular, care shall be taken to ensure that there is no lasting impact on subsequent works from rubbish, dust and other contamination. TheSite is generally to be kept clean both inside and outside. TheSite shall be cleaned to the extent provided for in the clean protocol (Exhibit 10 Clean Protocol).

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2.6.17. Construction Supervisor

The construction supervisor’s rights and obligations pursuant to the Building Regulations of Saxony (sächsische Bauordnung) apply to theContractor.Companyshall 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.

2.6.18. Clean Roads

Public roads and works roads shall be kept clean at all times, with any soiling to be cleaned up immediately.

2.6.19. Security

Contractorshall be solely and completely responsible for, and shall establish and maintain, the security of the Site, including protection of personnel, the work and materials.

3. Remuneration

3.1. Lump Sum Price

As consideration in full for theWorksto be executed and all obligations ofContractorunder thisAgreement Companyshall pay toContractora fixed lump sum (Pauschalfestpreis) of Euro 380,500,000.00 plus VAT as applicable from time to time.

The lump sum price shall be fixed up to and including final acceptance of the entirety ofWorks(Der Pauschalfestpreis gilt bis einschließlich der Schlußabnahme der Gesamtleistung).

The parties acknowledge and confirm that the payments to be rendered under the letter of intent of May 16, 2003 as amended under the letters of August 13, 2003 and November 3, 2003 shall form part of the aforementioned lump sum and no additional remuneration shall be paid for these works and services which shall form part of theWorks.

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3.2. Payments on Account

Contractorshall be entitled to payments on account as provided inExhibit 7 Payment Schedule. All payments except for the final payment shall be considered payments on account (Abschlagszahlungen) and shall not be deemed to signify or imply acknowledgement (Anerkenntnis) or acceptance of theWorks to which the particular payment on account relates. Invoices regarding payments on account (Abschlagsrechnungen) shall – to the extent provided for in no 10.1 and if the respective underlyingWorks were completed - become due for payment within 45 days from being received byCompany.

OnCompany’s requestContractor shall – within one week from receipt of the request – provideCompany with invoices on account relating toWorks whichCompanyrequests to be invoiced.

If mutually agreed upon by the partiesContractorhas the right to submit toCompanya partial final invoice (Teilschlußrechnung) relating to parts being subject to prior use or partial acceptance, provided that such partial final invoice does not constitute acceptance or transfer of risk toCompany(unless provided otherwise in thisAgreement).

3.3. German Income Tax Act

The parties clarify that the remuneration to be paid under this Agreement is subject to the provisions under section 48 German Income Tax Act (Freistellungserkärung nach § 48 Einkommenssteuergesetz), including the deduction provided for therein, to the extent applicable.

3.4. Presupposition for Payments becoming due

No payment whatsoever shall become due prior toContractor submitting toCompany the performance guarantee provided for in no. 10.2, the refined lump sum price estimate provided for in no. 4 andContractor submitting toCompany a declaration (Freistellungserklärung) meeting the requirements of section 48 German Income Tax Act (Einkommenssteuergesetz) or a declaration – justified - thatContractor will not submit such declaration.

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Except for the first payment on account of Euro 10,800,000.00 (plus VAT as applicable from time to time) no payment whatsoever shall become due prior to an equity injection security (belastbare Durchfinanzierungszusage being submitted toCompany.

4. Changes

Companyshall be entitled to – in writing – requestContractorto execute changes or additional works, services and deliveries (“Additional Works”). Such changes orAdditional Worksshall be executed even if at the time of the written request agreement on the impact of the change or theAdditional Workson the remuneration to be paid toContractor has not been reached. In that case the impact on the remuneration shall be determined within a reasonable time from theCompany´srequest to execute changes orAdditional Works.

The execution of changes orAdditional Works prior to an agreement on the impact on the price shall not lead to a detrimental financial impact onContractor. However,Contractor shall, prior to the execution notifyCompanyin writing of the price impact, otherwiseContractor shall not be entitled to an increase of the remuneration.

If an order ofCompany for changes orAdditional Worksleads to the project being held up, interrupted or an extension of time,Contractorshall notifyCompany in writing prior to the commencement of the execution of the changes or of theAdditional Workson the – fifth (5) working day from receipt of the written request. IfContractorfails to give such written notification in time,Contractorshall not be entitled to an extension of time.

Unless provided otherwise in thisAgreement all provisions relating toWorks and the execution ofWorks under thisAgreementshall also apply to changes orAdditional Works.

Companyis, at any time, entitled to requestContractornot to execute certainWorksor to reduce the scope of work. In this caseContractor is obliged to immediately stopWorkswhichContractor is requested not to execute. ThePartiesclarify that this does not lead to a reduction of the remunerationContractor is entitled to forWorks already executed (the Parties clarify that

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works which are in progress are remunerated to the extent already carried out) in accordance with thisAgreement prior to receipt of the request. Only in case and to the extentContractor is in the course of duly executing theWorksobliged to remunerate subcontractors or render other payments to third parties, which remuneration or payment can not be avoided (for example can be avoided since the change leads – in total - to an increased remuneration or payment)Company shall reimburseContractor for such expenditures (such reimbursement shall be limited to the remuneration if the portion had be executed).

The Parties clarify that changes of quantities (Massen and Mengen) within the scope of work (the scope of work which relates to the lump sum provided for in no. 3.1) shall not lead to an adjustment of the remuneration.

The remuneration provided in no 3.1 of thisAgreementshall – in case change orAdditional Worksare executed – be adjusted as follows:

4.1. Adjustment can be calculated based on lump sum price calculation

Contractor based the lump sum provided for in no. 3.1 on the lump sum price calculation attached asExhibit 11 Lump Sum Price Calculation.

4.1.1. Works to be executed in addition

If due to a request for changes orAdditional Worksworks, services or deliveries which are not part of theWorks which form part of the wafer fabrication facility to be completed as described under no. 2.1 but which are equal to items, other parts of theWorksor components etc. covered by the lump sum price calculation or the refined lump sum price calculation are requested to be executed and not part of theWorksto be executed for the initial lump sum the remuneration is increased by the amount for the respective part of the change orAdditional Worksto be executed contained in the lump sum price calculation or, the refined lump sum price calculation (which based on and in line with the lump sum price calculation further details the lump sum price calculation and in which unit prices are allocated to all components, items etc.) if already delivered at the time of requesting the change or Additional Works underlying the works, services or deliveries to be executed or rendered in addition. The refined lump sum price calculation shall be submitted toCompany byContractor no later than November 30, 2003 and replace the the lump sum price calculation.

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4.1.2. Works not to be executed

If due to a request for changes orAdditional Works, Workscovered by the lump sum price calculation are requested not to be executed, theWorksto be executed for the initial lump sum the remuneration is reduced by the amount for the respective part of theWorks not to be executed contained in the lump sum price calculation or the refined lump sum price calculation, if already delivered at the time of requesting not to executeWorks orAdditional Works underlying the works, services or deliveries to be executed or rendered in addition. The refined lump sum price calculation shall be submitted toCompany byContractor no later than November 30, 2003.

4.1.3. Changes leading to Reductions and Additions

If changes requested lead to reductions as well as additional works, services or deliveries, the price impact of additional works, services or deliveries the increase is determined under no. 4.1.1 and the price impact of reductions is determined by no. 4.1.2.

4.2. Adjustment can not be based on lump sum price calculation

If certain works, services or deliveries to be executed are not covered by the scope of work to be executed for the lump sum provided for in no. 3.1 and to the extent the adjustment of the price cannot be determined in accordance with no. 4.1 since the works, services or deliveries requested to be executed are not covered by the lump sum price calculation or the refined lump sum price calculation the price adjustment shall be determined in accordance with the following procedure which thePartiesagree to follow without any detrimental time impact on the completion ofFab X:

Contractor shall - based on tender documents approved byCompany - ask potential subcontractors for competitive bids (generally three) based on a lump sum approach for such works, services or deliveries.Contractorshall also be entitled to submit a bid.Company shall have the right to provide additional bids. Based on the bids – of whichCompany is provided with copies -

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Contractor shall submit toCompany a written proposal which bidContractor considers most favorable forCompanywhich proposal shall contain the underlying reasons.

Contractoris entitled to a fee of[***]* of the remuneration to be paid to the respective subcontractor (as general contractor’s fee (Generalübernehmerzuschlag) and of[***]^* of the remuneration to be paid to the respective subcontractor as lump sum for the indirect costs ofContractor in addition to the costs to be paid to the respective subcontractor in accordance to the respective subcontract.

ThePartiesclarify that notCompany butContractor shall be party to the subcontracts and that the provisions of thisAgreement relating to subcontractors shall apply unless explicitly provided otherwise in this no. 4.2.

4.3. Payments

In case of reductions the respective reduction will be considered in the next invoice regarding a payment on account (Abschlagsrechnung) and the amount invoiced is reduced accordingly. In cases of increases of remuneration the respective increase shall be – in verifiable form and explaining the calculation of the increase and the basis thereof in detail – included in the invoice regarding the payment on account which relates to theWorksthe change orAdditional Works relate(s) to.

In case of a termination of the entireAgreementunder the termination provisions contained in no. 13.2 of thisAgreement, Contractor shall be only entitled to the remuneration provided for in these termination provisions.

5. Subcontracting/Personnel

5.1. Subcontracting

Contractor shall be entitled to subcontract parts of theWorks if and to the extent the following procedure is applied. Prior to entering in contracts with subcontractorsContractor shall informCompanyin writing of Contractor´s

* Confidential treatment has been requested for portions of this exhibit.

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intention to subcontract givingCompany the complete name and address of the proposed subcontractor and the part of theWorks to be executed by this subcontractor. TheContractor shall not employ a proposed subcontractor ifCompany submits toContractor inwriting– 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 by good cause,Contractoris not entitled to any additional remuneration because of the employment of a subcontractor other than the one initially proposed.

ThePartiesacknowledge thatCompanyhas not objected to employing the subcontractors contained in the list attached asExhibit 12 List of Subcontractors consented to.

Subcontracting does not impact onContractor’s liability and responsibility under thisAgreement. TheContractorremains liable for all acts and omissions of the subcontractors which shall be persons or entities engaged byContractorfor the fulfillment ofContractor´s obligations (Erfüllungsgehilfen desContractors). TheContractorshall use its best efforts in choosing subcontractors which are competent, capable and qualified to complete the Works to be executed by the respective subcontractor properly and in–time.

TheContractorexplicitly affirms that its employees are paid at least minimum wages. TheContractormoreover affirms only to employ subcontractors and entities providing workers (Verleiher i.S. des Arbeitnehmerüberlassungsgesetzes) which equally compensate their employees by minimum wage.Contractorwill – on demand – provideCompanywith the necessary documentation thatContractoras well as any subcontractor or entities providing workers have paid and will pay such minimum wage.

Contractorshall, simultaneously with signing thisAgreement, sign the declaration attached to thisAgreementasExhibit 13 Work Force Regulation and shall impose on subcontractors at least the same obligations.

5.2. Personnel

TheContractor’s personnel shall be appropriately qualified, skilled and experienced in their respective trades and occupations, as to ensure professional execution of the works.Contractorshall impose on all subcontractors the obligation to employ and use equally qualified, skilled and experienced personnel.

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Company may require theContractor to remove (or cause to be removed) any ofContractor´s personnel, unlessCompany requires such removal unreasonably.Contractor shall impose on all subcontractors and the same obligation to remove (or cause to be removed) any of these subcontractors’ personnel ifCompany reasonably so requires.Company shall have the right to inspect at any time if theContractor and all subcontractors meet all 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 ofCompany.

Name	Title/Position
[***]*	Project Manager on site
[***]*	Deputy Project Manager
[***]*	Commercial Manager on site
[***]*	Executive Sponsor
[***]*	Executive Sponsor
[***]*	Executive Sponsor

The aforementioned key personnel - except Executive Sponsors - shall - except for times of vacation, holiday or illness - be present onSite at all time to ensure proper execution of the personnel’s function and may not be used in other projects than the project underlying thisAgreement.

The responsible person authorized to act onCompany´s behalf shall be[***]* and as substitute responsible person[***]^*.

The responsible person authorized to act onContractor´sbehalf shall be[***]^* and as substitute responsible persons[***]^*.

* Confidential treatment has been requested for portions of this exhibit.

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Such responsible and substitute responsible persons shall be authorized to enter into binding agreements and to give binding declarations(Willenserklärungen)for and against the respectiveParty represented.

6. Formal Acceptance

6.1. Formal Acceptance

After completion of the whole of theWorksto be executed including, but not limited to, the tests to be performed (being precondition to acceptance) and the submission of all documents related to the execution of thisAgreement, thePartiesshall carry out a formal acceptance (förmliche Abnahme) to be documented in a protocol signed by authorized representatives of bothParties.

6.2. No prior Acceptance

Only finally and formally accepting the whole of theWorks to be executed, including but not limited to, the tests to be performed and the submission of all documents related to the execution of thisAgreement shall constitute an acceptance and not if a certain time from the notification of the completion has expired, or ifCompany has begun to use the relevant part of theWorks,Fab X or parts thereof. No other declaration (than the Acceptance Certificate) byCompany or by anybody acting on behalf ofCompany or any third party (as a lender) than the formal final acceptance shall be considered an acceptance or having any impact of an acceptance.

The acceptance may not be withheld in case of minor defects (unwesentliche Mängel).

However, ifCompany desires to accept or use a certain part of theWorksor a certain part ofFab X prior to this formal final acceptance,Company has the right to requestContractor to participate in (a) partial acceptance (s) which then has/have to take place within one week fromCompanybeing requested in writing. If such partial acceptance has been formally carried out the risk regarding thoseWorkscovered by the partial acceptance is – unless defects were not detected byCompanyor hidden at the time of the partial acceptance – transferred toCompany. However, the limitation period for defects liability shall – in any case - not commence prior to the day after the day of final acceptance.

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In case damages and defects are caused byCompany due to any kind of activitiesContractor shall not be liable for any impact resulting thereof.

If in the course of any acceptance defects are 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 ofCompanyto refuse the formal final acceptance (or if a partial acceptance has been carried out in accordance with thisAgreement,the partial acceptance) according to Sec. 12 no. 3VOB/B.

No acceptance - whether partial or final - to be granted in accordance with this agreement shall be unreasonably withheld.

Shortcomings and defects identified in the course of an acceptance shall be noted in a mutually developed punch list

7. Milestones; Contractual Penalty

7.1. Milestones (Vertragsfristen)

The following milestones allocated to the respective independent assets shall constitute contractual terms in the meaning of sec. 5 no. 1VOB/B:

a)         CUB Weathertight

AllWorksnecessary or expedient for reachingCUB Weathertight (Fertigstellung der äußeren Hülle des Central Utility Building) as defined inExhibit 14 Milestone Definitions shall be completed on[***]* at the latest.

b)         Fab Weathertight and Airtight

AllWorksnecessary or expedient for reachingFab Weather- and Airtight (Fertigstellung der äußeren Hülle des Fab Gebäudes) as defined inExhibit 14 Milestone Definitions shall be completed on[***]^* at the latest.

* Confidential treatment has been requested for portions of this exhibit.

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c)         Fab X Ready for Equipment

AllWorks necessary or expedient for reachingFab X Ready for Equipmentcondition (which means that all independent assets ofFab X (Office, Spine, CUB and Fab) are ready for equipment as defined inExhibit 14 Milestone Definitions) shall be executed on[***]^* at the latest.

TheParties clarify that in case hindrances or other delays whichContractor is not liable for (dieContractor nicht zu vertreten hat) or in case ofContractor being entitled to additional time due to requests ofCompany to execute changes orAdditional Works(if and to the extentContractor proves that such change orAdditional Works result in a delay),Contractor shall not be in delay for these days and the date at which the part of theWorks underlying the relevant milestone are to be completed is postponed by the number of working days by which due to such hindrance, delay or additional time the execution is delayed (which is calculated by applying the critical path method), provided, however, thatContractor is – under thisAgreement – entitled to claim such additional time. TheParties acknowledge and confirm that there could be substantial hindrances, delays and orders to executeAdditional Works which could lead to (a) substantial postponement(s) which would not lead to the provisions of thisAgreement regarding milestones and contractual penalties no longer being applicable (however, the date(s) of the respective milestone(s) shall be postponed in accordance to this no. 7.1).

7.2. Contractual Penalty (Vertragsstrafe)

a)         IfContractoris, due toContractor’sfault, in delay with meeting the milestoneCUB Weathertight provided for in no. 7.1.a) of thisAgreement for more than[***]^*,Company shall be entitled to a contractual penalty of

- [***]*

- [***]^*

- [***]^*

* Confidential treatment has been requested for portions of this exhibit.

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The total of any contractual penalty to whichCompanyis entitled to for being in delay with meeting the milestoneCUB Weathertight shall not exceed[***]^*.

b)         IfContractoris, due toContractor’sfault, in delay with meeting the milestoneFab Weathertight and Airtight provided for in no. 7.1.b) of thisAgreement for more than[***]^*,Company shall be entitled to a contractual penalty of

- [***]^*

- [***]^*

- [***]^*

The total of any contractual penalty to whichCompanyis entitled to for being in delay with meeting the milestoneFab Weathertight and Airtight shall not exceed[***]^*.

c)         IfContractoris, due toContractor’sfault, in delay with meeting the milestoneFab X Ready for Equipment provided for in no. 7.1.c) of thisAgreement for more than[***]^*,Companyshall be entitled to a contractual penalty of

- [***]^*

- [***]^*

- [***]*

The total of the contractual penalty to whichCompanyis entitled for being in delay with meeting the milestoneFab X Ready for Equipmentshall not exceed[***]^*.

The Parties acknowledge and confirm that the entitlement to contractual penalty does not impact onCompany´s other or further rights or claims based on the delay, including, but not limited to,Company´s right to claim compensation for damages because of such delay (Verzugs- und/oder Verzögerungsschaden) including, but not limited to, damage due to allowance not being granted (Investitionszulagen). These other or further rights or claims shall, however, be reduced by the amount of the contractual penalty to whichCompanyis entitled.

* Confidential treatment has been requested for portions of this exhibit.

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The parties acknowledge and confirm, that the contractual penaltyCompany is entitled to shall be reduced to the amount of the actual damage (Verzugs- und/oder Verzögerungsschaden) including, but not limited to, damage due to allowance not being granted (Investitionszulagen)) caused by the delay if the milestone Fab Ready for Equipment is met despite one of or both of the other penalized milestones were not met. If the contractual penalty had already been paid byContractorand is to be reduced in accordance with the preceding sentenceCompanyhas to reimburseContractor accordingly.

The Parties clarify that Company may reserve its right to demand a contractual penatly (Vorbehalt der Vertragsstrafe) until the due date of the final invoice.

7.3. Further Milestones

In addition,Contractoris obliged to complete the following milestones (some of which are defined inExhibit 14 Milestone Definitions) by the following dates:

Milestone	Date
Spine weathertight	[***]*
Office weathertight	[***]*
Office ready for Occupation	[***]*
Ready for Unrestricted Hook Up	[***]*

The fact that these milestones are not subject to contractual penalty does not impactContractor’s responsibility for meeting these milestones orContractor’s liability for damages, losses etc. resulting fromContractor culpably being in delay with punctually completing the relevant part of theWorksnecessary for complying with the relevant milestone. In case of hindrances or other delays which do not result from culpable conduct ofContractor or in case ofContractor being entitled to additional time due to orders ofCompany to executeAdditional Works, the last two sentences of no. 7.1. shall be applied accordingly.

* Confidential treatment has been requested for portions of this exhibit.

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7.4. Schedule

Contractor shall – within two weeks from signing thisAgreement – furnish toCompany a detailed schedule based on the milestones provided for in thisAgreementand on the critical path method showing all activities andWorksto be executed and the time frame within which these activities andWorks shall be executed as well as the implications and consequences of these activities andWorks, especially the impact of each activity or work on each other. The time schedule to be provided within two weeks from signature of thisAgreementshall be based on and reflect the preliminary time schedule attached asExhibit 15 Time Schedule. If the project falls behind schedule theContractorshall prepare and submit forCompany´sapproval a recovery plan showing such actions as may be required to restore the schedule.Contractorshall only be entitled to compensation for additional costs of these actions, and these costs shall only be considered reimbursable costs, ifContractorproves that falling behind the schedule was not due toContractor.

7.5. Force Majeure

NeitherParty shall be liable for delays which are caused by events of force majeure. Occurences beyond the control of the party affected shall constitute force majeure of such affected party, including, but not limited to, acts of governmental authority (excluding delays attributable to the party’s delays or other fault and excluding proper exercise of the police power response to an improper act or omission of the affected party), unusually severe weather conditions (as defined in this section), strikes or other concerted actions of workmen (except to the extent caused by the affected party or persons or entities acting on the affected party’s behalf (Erfüllungsgehilfen) and except to the extent that a strike had been announced in advance and provision could have been made to alleviate such strike’s effects), fires, floods, explosions, riots, sabotage or shipwrecks (except to the extent such fires, floods, explosions, riots, sabotage, or shipwrecks were caused by the affected party or its agents, officers, representatives, subcontractors or vendors), war and rebellion. As used in this no. 7.5 of thisAgreement, the term “unusually severe weather conditions” shall mean wheather condition that (i)Contractorestablishes toCompany’s reasonable satisfaction were not reasonable foreseeable and (ii) were sufficiently severe that thirty percent (30 %) of the work force employed on theSitewere unable to work, and (iii) resulted in delay that affected the critical

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path set forth in the schedule provided for in no. 7.4 of thisAgreement. Notwithstanding anything herein to the contrary, events of “force majeure” shall not include the following: (I) delays caused by general economic conditions or (II) delays caused by open market conditions, such as inability to procure labor or materials in the open market. Insufficiensies in the design ofFab X, rejection byCompany pursuant to thisAgreementof any proposed subcontractor or material or absense ofContractor’s representatives or other personnel shall also not be considered as a just cause of delay.Contractorshall be fully responsible for the timely ordering, scheduling, expediting, delivery, and installation of all material, items etc.. Therefore, delays by vendors in manufacture or delivery of materials, which delays are not caused by force majeure, or shortages of labor or materials resulting from general market conditions shall not be considered as a just cause of delay.

8. Distribution of Risk

Except otherwise provided in no. 6 the distribution of risk shall be exclusively governed by sections 644, 645 German Civil Code (BGB).

9. Defects Liability

9.1 Defects Liability

The limitation period for defects liability (Gewährleistungsfrist = Frist in der Mängelansprüche verjähren) shall be:

Wear and tear:	1/2 year
Electrical (electrical generating or transmitting equipment, such as transformers, switch gear, generators,, etc.):	two years
Rotating and fire exposed parts and bulbs:	one year
Piping and static as well as mechanical parts:	five years
Any other portion of the facility:	five years
Roof:	ten years

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In caseContractorandContractor’s subcontractors or any vendors agree on a longer limitation period such longer limitation period shall apply. The reference in sec. 13 no 5VOB/Bto the limitation period in sec. 13 no 4VOB/B shall be substituted by a reference to the limitation period provided for in this no. 9 of thisAgreement. Section 13 no 4VOB/Bshall not apply. The limitations on the liability, especially on the liability for consequential damages, provided for in section 13 no. 7VOB/Bshall not apply.

9.2. Warranty

Contractorshall warrant that all and anyWorks are executed in accordance with thisAgreementand that the result to be achieved (Werkerfolg) is in accordance with this Agreement.

9.3. Warranties

Contractor has carefully examined and is aware of the location of all and any means for supply ofFab 30 and ofFab X and for disposal of substances, including, but not limited to, water, bulk gas, gas, light or electromagnetic signals or impulses and energy, including, but not limited to, utilities and all and any means for disposal of such or like substances.Contractor is aware of all and any conditions which could have an impact, including, but not limited to, detrimental impact by vibrations, on the proper operation ofFab 30 and/or on the proper production, including, but not limited to, the production of semiconductor processors, withinFab 30, including, but not limited to, those which could, will or could arise or which will or could be caused by the execution of theWorks (or by the execution of changes or Additional Works) to be carried out byContractor or by subcontractor.Contractor has carried out all surveys necessary or expedient to examine and review all and anySite Conditions, including, but not limited to surveys with respect to subsurface conditions, the vibration risk, the impact of radar (Radarverträglichkeit) and all risks which could lead to an interruption or limitation of the production or could have a detrimental impact on a proper operation ofFab 30 orFab Xor the unlimited, unrestricted and proper production, including, but not limited to, the production of semiconductor processors, within theFab 30 orFab X.

Contractor warrants(i) that the work, theWorks, any changes andAdditional Works and the design shall satisfyCompany´s requirements for

33

clean room air quality, process equipment (unless unknown byContractor), vibration, particularity, air, water and other quality requirements ofCompany; (ii) that the execution of theWorks and of any changes andAdditional Works will not lead to any vibrations which affect, influence, disturb or have any other detrimental impact on the unlimited, unrestricted, and proper operation ofFab 30 orFab X or on the unlimited, unrestricted and proper production, including, but not limited to, the production of semiconductor processors, withinFab 30 orFab X and that theWorksany changes andAdditional Works or the execution of theWorks any changes andAdditional Works will not affect, influence, disturb or have any other detrimental impact on the unlimited, unrestricted and proper operation ofFab 30 orFab X or on the unlimited, unrestricted and proper production, including, but not limited to, the production of semiconductor processors, withinFab 30 orFab X; (iii) thatContractor has only employed and selected and will only use such means and methods which cannot affect, influence, harm or have any other detrimental impact on the unlimited, unrestricted and proper operation ofFab 30or Fab Xor on the unlimited, unrestricted and proper production, including, but not limited to the production of semiconductor processors, withinFab 30orFab X; (iv) thatContractorhas carefully examined and reviewed any and all means and methods to be employed for the execution of theWorks any changes andAdditional Works to be executed under thisAgreement; (v) thatContractorhas examined and knows all and any facts, events and circumstances which might be relevant to, or could affect, influence, harm, or have any other detrimental impact on, the unlimited, unrestricted and proper production, including, but not limited to, the production of semiconductor processors, withinFab 30orFab X, (vi) thatContractor has performed all and any surveys and tests necessary to examine and know all and anySite Conditions; (vii) that there are noSite Conditions which could be relevant to, or affect, influence, harm or have any other detrimental impact on the proper execution of, theWorks any changes and Additional Works to be performed under thisAgreement,or which might be relevant to, or could affect, influence, harm or have any other detrimental impact on the proper operation ofFab 30or Fab Xand the unrestricted, unlimited and proper production, including, but not limited to, the production of semiconductor processors, withinFab 30 orFab X, (viii) thatContractor has carefully examined the Site and is aware of the location of any means through whichFab 30 orFab X is or will be supplied, including, but not limited to, the supply with water, bulk gas, other gas, electricity, light or electromagnetic signals or impulses, including, but not limited to, utilities and all any means for the disposal of such or like substances, (ix) that - unless

34

agreed upon otherwise between theParties- theWorks any changes andAdditional Works will not lead to any vibrations exceeding 250 microinch/sec for ATPC and 320 microinch/sec Malab for and thatContractor is responsible for allSite Conditions.

If mutually agreed upon between the parties,Contractor shall be granted defined shut down periods, if and to the extent such shut downs are absolutly necessary for proper execution of the Works.Such shut downs may only be granted, if and to the extent the operation of and production withinFab 30 is impacted to the lowest degree possible.

10. Securities

10.1. Retention

Company may retain from any payment to be made under thisAgreement an amount equal to a total of[***]* of the gross remuneration due at the relevant time. Therefore,Company is only obliged to pay[***]* of the amounts which are due under invoices submitted in accordance with thisAgreement. At the time of final formal acceptanceCompany may retain this amount as defects liability security (Gewährleistungssicherheit).Company will payContractor said amount retained - to the extent not used in accordance with thisAgreementto remedy defects – (i) at the expiration date of the defect liability period (Gewährleistungsfrist = Frist in der Mängelansprüche verjähren) or (ii) at the date ofContractor furnishing a defects liability bank guarantee (Gewährleistungsbürschaft) issued by a German bank or savings bank.

10.2. Performance Guarantee (Vertragserfüllungsbürgschaft)

TheContractor shall deliver toCompanya performance guarantee (Vertragserfüllungsbürgschaft) meeting the requirements of sec. 17 VOB/B and conforming to the sample attached asExhibit 16 Performance Guarantee. The guarantee shall be issued by a German bank or savings bank. The amount of this guarantee shall be[***]^* of the gross remuneration. The guarantee shall secure

* Confidential treatment has been requested for portions of this exhibit.

35

the execution of all and any obligations ofContractorunder thisAgreement as well as furnishing a defects liability guarantee. If the performance guarantee has not been used, theCompany shall return the performance guarantee after the date of final acceptance simultaneously (Zug-um-Zug) to the defects liability guarantee being furnished byContractor. No payment whatsoever shall be due prior to handing over such guarantee.

10.3. Defects Liability Guarantee (Gewährleistungsbürgschaft)

IfContractor – after final acceptance – furnishes a defects liability bank guarantee (Gewährleistungsbürgschaft) to release the amount retained under no. 10.1. of thisAgreement, this guarantee shall conform to the sample attached asExhibit 17 Defects Liability Guarantee and meet the requirements of sec.17 VOB/B. This defects liability bank guarantee shall – to the extent it has not been made use of in accordance with the provisions of thisAgreement– be returned upon expiry of the limitation period for defects liability as provided for in no. 9 of thisAgreement.

The amount of this guarantee shall be[***]* of the gross remuneration (total of the gross remuneration under no. 3.1 of thisAgreement).However,Contractorhas - upon expiry of the limitation period for theWorksexcept for the part of theWorksrelated to the roof the right to reduce this bank guarantee to[***]^* (or the retention of no bank guarantee has been delivered) of the gross remuneration relating to the roof - by providing a bank guarantee of[***]^* relating to the gross remuneration with respect to the roof simultaneously (Zug-um-Zug) to handing back the guarantee of[***]^* of the gross remuneration (or the remainder thereof if of the bank guarantee has (partly) been made use of).

10.4. Assignment for Security Purposes

Contractor assigns for security purposes(tritt sicherungshalber ab) toCompany all and any claims, including, but not limited to, claims related to defects liability(Gewährleistungsansprüchewhich includesMängelansprüche), performance(Erfüllungsansprüche), against any or all (einzelne oder alle) of its subcontractors and other contractors, as architects engineers and the like, vendors and other persons or entities whichContractor employs for and related to fulfilling its duties under thisAgreement.Company accepts this assignment.

* Confidential treatment has been requested for portions of this exhibit.

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Company may only foreclose on this assignment to the respective subcontractor if theContractor is – despite receipt of a written warning notice explicitly notifyingContractorthat not remedying the delay despite the notice will lead to such foreclosure to the rerspective subcontractor - in delay with duties under thisAgreement. TheContractor is obliged, in its name, to raise and enforce these claims assigned for security purposes until the relevant assignment is foreclosed on vis-á-vis the relevant person or entity (geltendmachen in eigenem Namen und für eigenes Recht).

10.5 Security to be provided by Subcontractors

Contractor shall oblige its subcontractors to deliver security corresponding to that provided for in no. 10.2 and 10.3 and shall assign the rights and claims for security purposes corresponding to no. 10.4.

11. Copyrights (Urheberrechte)

11.1. Confirmation

Contractorconfirms that it holds all and any rights transferred to or made usable byCompanyunder thisAgreementand holds harmless and indemnifiesCompany from any result or impact ofContractornot being, or not being unlimited, holder of these rights.

11.2. Rights to Ideas and other intellectual Property

ThePartiesagree, confirm and acknowledge that, except for the copyright connected to the person developing an idea (the author) (Urheberpersönlichkeitsrecht), all copyrights and any other intellectual property rights related toFab X shall be transferred toCompany.

Therefore,Contractor agrees that all writings, software, drawings, designs, copyrightable material, improvements, developments, inventions and discoveries (collectively referred to as the “Ideas”) made conceived, developed, reproduced, produced or the like byContractor(includingContractor´s subcontractors unless the respective subcontractor does not consent to such

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transfer even ifContractor uses best efforts to get the respective transfer, in which caseContractor shall informCompany for givingCompany the opportunity to take care of such transfer whichContractor shall support with all reasonable means) during the course of thisAgreementand/or related toFab Xwhich relate in any manner toCompany´s business and/or theWorksto be executed, or whichContractormay become associated with while executing theWorks, shall only be used and utilized byCompany, andContractorhereby transfers to theCompanyall right, title and interest to use and utilize suchIdeas.

Contractoragrees to assistCompanyin all and any proper way to enableCompany to defend and enforceCompany´s aforementioned rights in and to suchIdeasin any and all countries and jurisdictions, including the disclosure toCompany of all pertinent information and date with respect thereto, and the execution of all applications, specifications, oaths, assignments and all and any other instruments which are reasonably necessary in order to apply for and obtain copyright protection, mask works registration and/or patents and in order to assign and convey toCompany,Company´ssuccessors, assignees and nominees, sole and exclusive rights, title and interest in and to such copyrights, mask works, inventions, patent applications and patens.

Contractor´s obligation to execute (or cause to be executed) instruments or papers such as those described in the above paragraph shall continue after completing allWorks. If testimony or information related to any of the aforementioned matters or related to any intereference and/or litigation, including, but not limited to, any administrative procedures, is required by theCompanyeither prior to the completion of theWorksor later on,Contractoragrees to give all information and testimony and do all things requested byCompanythatContractormay lawfully do.

In the event theCompany should not seek to obtain copyright protection, mask work registration or patent protection or patent protection for any of saidIdeasbut should desire to keep the same secret,Contractoragrees to assist theCompanyin this and will not disclose any information as to the same exept if, and if so to the extent, required by law or consented to in writing by theCompany.

Contractorshall obtain the written agreement of all subcontractors that these subcontractors comply with this no 11.2 of thisAgreement and especially that – to the degree provided for in the second paragraph of this no. 11.2 – any transferable right relating to copyright andIdeas regardingFab Xis transferred

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to theCompany.Contractorconfirms thatContractor is able to transfer all such rights of third parties (including subcontractors) to theCompanyand indemnifies and holds harmless from any impact of these rights not having been properly transferred toCompanyin accordance with thisAgreement.

Contractor agrees to obtainCompany’s written approval prior to the inclusion of any third party intellectual property or pre-existingContractor intellectual property, including, but not limited to, software and documentation, into anyWorks executed or product ofWorksexecuted or items furnished byContractor under thisAgreement.Companymay decline to give such approval atCompany’s sole discretion.Contractor ensures thatContractor has the right to include such third party intellectual property or pre-existingContractor intellectual property in anyWorks executed and any products ofWorksexecuted and any items furnished byContractor and thatCompanyshall have the right to use such third party intellectual property or pre-existingContractor intellectual property in anyWorks executed or any products ofWorksexecuted and any items furnished byContractor under thisAgreementto the same extent asCompanymay use suchWorks executed or product ofWorksexecuted or items furnished byContractor pursuant to thisAgreement.

Contractor ensures that the execution ofWorks and the transferred exclusive rights to use theIdeas does not infringe any third party proprietary rights.

In the eventCompany’s use of theIdeas in accordance with the provisions of thisAgreement becomes subject to infringement proceedings initiated by a third party,Contractor, atCompany’s option and in addition toCompany’s other rights under the law, shall be obligated, irrespective of its culpable behaviour, to procure atContractor’s expense the right forCompany to use theIdeas in accordance with the provisions of thisAgreement.Company may set a reasonable period of time forContractor to provide such remedy and in caseContractordoes not procure the right forCompany to use theIdeas within the period setCompanyshall have the right to procure the right forCompany to use theIdeas onContractor’s reasonable costs and to deduct the amount necessary for procuring the right forCompany to use theIdeas from the remunerationContractor is entitled to under thisAgreement.

UponCompany’s request,Contractor shall, atContractor’s reasonable cost, either itself defend or settle or provide any reasonable support forCompany to defend or settle any legal dispute which is brought againstCompany on account of the alleged infringement of a third party proprietary right as a consequence ofCompany’s use of theIdeasin accordance with the provisions of this

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Agreement.Contractor shall reimburseCompany any reasonable costs and reasonable expenses arising out of or in connection with such a legal dispute and shall indemnifyCompany for any damages awarded againstCompany in such a legal dispute.

11.3. Payment included in Lump Sum

TheParties agree, clarify and acknowledge that the remuneration for the transfer and the assignment of theseIdeas and copyrights and the aforementioned rights ofCompany is included in the lump sum remuneration provided for in no. 3.1. of thisAgreement.

12. Lender

ThePartiesacknowledge and confirm thatCompanyhas the right to transfer thisAgreement or assign claims or rights thereunder.

13. Termination

13.1. Termination Rights provided for in VOB/B

TheParties may terminate thisAgreementin accordance with the provisions of VOB/B.

13.2. Extraordinary Termination Right

In addition,Companyshall have an extraordinary termination right if the co-operation agreement between the Free State of Saxony, Advanced Micro Devices Inc. and M+W Zander Fünfte Verwaltungsgesellschaft mbH of November 20, 2003 (Kooperationsvertrag vom 20. November 2003) may be terminated under the termination rights provided for in the co-operation agreement or if the co-operation agreement does not become valid until March 31, 2004.

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In case of exercising such extraordinary termination right Contractor shall be entitled to the remuneration agreed upon for Works executed (inclusive profit if profit was included in the remuneration due until the termination date), remuneration for commitments vis-à-vis third parties which Contractor made in the due course of performing this Agreement but only if and to the extent Contractor proves that the respective commitment or the resulting remuneration can not be avoided or reduced. Contractor shall not be entitled to any profits relating to the works not executed. Section 649 German Civil Code (BGB) shall not apply.

14. Liability

14.1. Contractor generally liable

TheContractor shall be liable for the execution of theWorks and the compliance with all and any provisions of thisAgreement.

Contractor shall comply with all statutory, legal, regulatory, accident insurance or other rules etc., e.g. dangerous goods regulations (Gefahrgutverordnung) and all environmental provisions which apply to thisAgreement, the execution of theWorks and the product (Werkerfolg) to be completed.

Contractor shall indemnify and hold harmlessCompany (including its representatives and employees) from and against all claims, damages, losses, expenses and the like arising from, or in connection with or related to thisAgreement, the execution of theWorks and the product (Werkerfolg) to be completed.

Contractor shall be responsible for Contractor’s subcontractors and all and any conduct ofContractor’s subcontractors.Contractor’s subcontractors shall be persons or entities engaged by Contractor for the fulfillment ofContractor’s obligations (Erfüllungsgehilfen desContractors).

14.2. Liability for Damages

ThePartiesexplicitly acknowledge and clarify that this includes the obligation ofContractorto indemnify and hold harmless Advanced Micro Devices Inc., AMD Saxony LLC & Co. KG, AMD Saxony LLC, AMD Saxony Holding

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GmbH and AMD Saxony Admin GmbH and the officers and employees of Advanced Micro Devices Inc., AMD Saxony LLC & Co. KG, AMD Saxony LLC, AMD Saxony Holding GmbH and AMD Saxony Admin GmbH from and against all claims, damages, losses, expenses and the like arising from, or in connection with or related to, thisAgreement or the execution of theWorks regardless of whether Advanced Micro Devices Inc., AMD Saxony LLC & Co. KG, AMD Saxony LLC, AMD Saxony Holding GmbH and AMD Saxony Admin GmbH have, because of such claims, damages, losses, expenses and like, claims againstContractoror not (and regardless whether these claims, damages, losses, expenses and the like refer toFab 30 orFab X).Contractorshall - in accordance with other agreements - putCompany, Advanced Micro Devices Inc., AMD Saxony LLC & Co. KG, AMD Saxony LLC, AMD Saxony Holding GmbH and AMD Saxony Admin GmbH in the economic position in which they would have been without the detrimental impact of such conduct. Advanced Micro Devices Inc., AMD Saxony LLC & Co. KG, AMD Saxony LLC, AMD Saxony Holding GmbH and AMD Saxony Admin GmbH shall have rights on their own under this no. 14 of thisAgreement(echter Vertrag zu Gunsten Dritter).

TheParties clarify that this is not supposed to create a liability which is not dependent onContractor’s culpable conduct (verschuldensunabhängige Haftung) unless created outside this 14.2.

14.3. Limitations on Liability

The overall liability ofContractor shall, as exception to 14.1, be subject to the following:

14.3.1. If and to the extent damage occurs outside theSite as defined in Recital A and is not related to the execution of theWorks under thisAgreement and such damage does not result from gross negligent or intentional conduct ofContractor the liability ofContractor for such damages shall be limited to the insurance coverage amounts provided for in no. 14.4 ([***]^* per occurance and of[***]^* per calendar). If the insurance company does not compensate the damage, Contractor shall in all cases be obliged to compensate Company for the damage to the extent thatCompanyreceives in total up to a maximum of[***]^*. If the insurance company had paid more than[***]^* but refuses to pay due toContractor’s breach of the insurance contractContractor shall pay to

^* Confidential treatment has been requested for portions of this exhibit.

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Company the entire amountCompanywould have received without such breach.Contractor shall assistCompany in all and any proper way to enableCompany to be reimbursed in accordance to the first sentence of this no. 14.3.1.Contractor assigns toCompany (andCompanyaccepts this assignment) all and any claims related to Company’s damages against third parties exceeding the amounts payable (byContractor and/or insurance company) toCompany under sentences 1-3 of this no. 14.3.1 andContractor shall assistCompany in all and any proper way to enableCompany to enforce such claims.

There shall be no limitation onContractor’s liability for damages resulting fromContractor’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 interest, plant downtime costs, occurs and does not result from gross negligent or intentional conduct the liability of Contractor shall be limited to[***]^*.Contractor assigns toCompany (andCompanyaccepts this assignment) all and any claims related toCompany’s damage against third parties exceeding the amounts payable (byContractor) toCompany under the first sentence of this no. 14.3.2 andContractor shall assistCompany in all and any proper way to enableCompany to enforce such claims.

There shall be no limitation onContractor’s liability for damages resulting fromContractor’s gross negligent or intentional conduct.

14.3.3. TheParties clarify and confirm that the amount of damagesCompany shall be entitled to in case of delay shall be limited to a maximum of the potential maximum amount of contractual penalties[***]^*. The Parties clarify that such damage includes, but is not limited to damage resulting from delays (Verzögerungs- und Verzugsschäden) including, but not limited to, all and any losses due to allowances not being granted (Verluste dadurch, daß Investitionszulagen nicht gewährt wurden).

Contractor assigns toCompany (andCompanyaccepts this assignment) all and any claims against third parties related toCompany’s damage exceeding any amounts payable (byContractor) toCompany under sentences 1-2 of this no. 14.3.3 andContractor shall assistCompany in all and any proper way to enableCompany to enforce such claims.

^* Confidential treatment has been requested for portions of this exhibit.

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There shall be no limitation on Contractor’s liability for damages resulting from Contractor’s gross negligent or intentional conduct.

14.4. Insurance

Contractor shall conclude, and maintain during the entire term of this Agreement, a liability insurance (Haftpflichtversicherung einschließlich Betriebshaftpflichtversicherung, Bauwesen- und Montageversicherung sowie Umwelthaftpflichtversicherung) of a coverage of not less than Euro 30,000,000.00 occurrence and of Euro 60,000,000.00 calendar year each.

This insurance shall also cover damages caused by persons or entities engaged byContractor for the fulfillment ofContractor’s obligations (Erfüllungsgehilfen des Contractors,e.g. employees, legal representatives or subcontractors).

Company shall be named as co-insured (zusätzlicher Versicherter).

Contractor guarantees and confirms that it will always - and in time – pay the premiums and other amounts to keep the said insurances valid and in force.Contractor shall oblige the insurance companies to notifyCompanyin caseContractor does not meetContractor´s obligations under the insurance policies and in case of changes with respect to the insurance policy. In this caseCompany shall have the right to pay the amounts due and to deduct these amounts from any payments to be rendered toContractorunder, or connected to, thisAgreement.

ThePartiesshall – on request of eitherParty – in good faith enter into negotiations with respect to mutually agreed reasonable amendments to the insurance contract.

14.5. Nature of Company’s Approval

Notwithstanding any review, revision, comment or approval byCompanyof, or failure to review, revise, comment or approve, any of theWorks or anyDesign Document, other documents, specifications, drawings, data, information, sheets, letters, materials etc. of Fab X, Contractor shall remain solely responsible for allWorks, the execution thereof and all obligations under thisAgreement.

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14.6. Contractor’s Responsibility for Construction Means

Contractor shall be solely and completely responsible for all construction means, methods, techniques, and procedures for providing adequate safety precautions and coordinating all portions of theWorks under theAgreement, including without limitation implementing an effective safety program as required byExhibit 9 EHS Program. In no event shall the lack of objection byCompanyto any action or inaction upon the part ofContractor, be construed to makeCompany in any manner whatsoever responsible, e.g. forContractor´sconstruction means, methods, techniques, or procedures.

15. Identification

Contractorshall meet the identification standards set byCompany and all ofContractor’s officers or employees shall display proper identification at all times while entering theSite or while on theSite. Moreover,Contractor shall impose the same obligations onContractor’s subcontractors and on anybody involved in relation to the execution of thisAgreement.

16. Liens (Rechte Dritter)

No item, material, component etc. used byContractor in the course of executing the Works shall be subject to rights of third parties (e.g.Eigentumsvorbehalt orPfandrecht).

17. Confidentiality

ThePartiesshall treat thisAgreementand any details of theAgreementand theWorksunder the Agreement as well as all details ofFab X and the operation of, and production within,Fab X and all information gathered in the course of executing thisAgreement in confidence except to the extent necessary to carry out obligations under it or to comply with applicable law. Moreover,Contractor shall impose the same obligations onContractor’s subcontractors and on anybody involved in relation to the execution of thisAgreement.

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In addition,Contractor shall meet, and shall impose on all persons acting onContractor’s behalf the obligation to meet, the confidentiality requirements provided for in thisAgreement.

TheParties clarify that the confidentiality standards relating to C 4 process or building related to C 4, of whichContractor is aware shall be obeyed at any time.Contractor shall make all subcontractors to also meet these confidentiality standards. TheParties shall cooperate in good faith to comply with confidentiality standards of third parties related to C 4.

The confidentiality obligations ofContractorshall include, but not be limited to, the following:

a) All communications and information obtained byContractor fromCompany relating to thisAgreement, and all information developed byContractor under thisAgreement, are confidential (“Confidential Information”). Without the prior written consent ofCompany,Contractor shall neither divulge to, nor discuss with, any third party eitherWorksexecuted hereunder, or anyConfidential Information in connection with suchWorks, except as required by law or, upon consultation withCompany, necessary for the execution of thisAgreement unlessCompany objects for good cause. Prior to any disclosure of such matters, whether as required by law or otherwise,Contractor shall informCompany, in writing, of the nature and reasons for such disclosure.Contractor shall not use anyConfidential Information obtained fromCompany for any purpose other than the performance of thisAgreement, withoutCompany’s written prior consent.

b) The foregoing obligations shall not apply to the extent that the Party which has received theConfidential Information can show that suchConfidential Information of the disclosingParty (i) was in the possession of the receiving party or known to it before receipt from the receivingParty, or (ii) has become generally known through no fault of the receivingParty, or (iii) was legally disclosed to the receivingParty by another person without restriction, or (iv) was independently developed by the receivingParty, or (v) had to be revealed in accordance with statutory or administrative provisions, or (vi) was revealed by the receivingParty after prior written consent of the disclosingParty which is deemed to be given to the extent reasonably necessary for financing.

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c) In the case ofContractorsubcontracting in accordance with no. 5.1,Contractor may disclose to any subcontractor, orCompany approved third parties, any information otherwise subject to above (a) that is reasonably required for the performance of the subcontractor’s work. Prior to any such disclosure,Contractorshall obtain the respective subcontractor’s written agreement to the requirements of above (a) and shall provide a copy of such agreement toCompany. Disclosing information reasonably required for the performance of the subcontractors work to nominated subcontractors as listed in no. 5.1 shall be deemed to be consented to byCompany.

d) Contractor agrees that it shall not publish or cause to be disseminated through any press release, public statement or marketing or selling effort any information which relates to thisAgreement without the prior written approval ofCompany.

e) At the completion of the execution of theWorks,Contractor shall return toCompany all written materials constituting or incorporating anyConfidential Information obtained fromCompany. UponCompany’s specific approval,Contractor may retain copies of such materials, subject to the requirements of above Subsection a).

18. Section 648 BGB not applicable

Section 648 German Civil Code (BGB) shall not be applicable.

19. Law and Jurisdiction Miscellaneous

ThisAgreementshall be governed by and construed in accordance with the laws of the Federal Republic of Germany except for the provisions regarding conflict of laws (Internationales Privatrecht) and the CISG.

Any change or amendment of thisAgreementshall be in writing. This also applies to an change or amendment of the clause that changes or amendments shall be in writing.

All notices to be given under or related to thisAgreement shall be in writing.

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Contractorexplicitly warrants that it has not 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 fromCompany or influencing such person with respect to the conditions or the performance under any contracts (including thisAgreement) with or order fromCompany, including without limitation thisAgreement.

ThePartiessubmit, with respect to any disputes arising in connection with thisAgreement, to the exclusive jurisdiction of the courts of Dresden,as far as legally permissible.

If a clause of thisAgreementis or becomes void, the other clauses of thisAgreement shall not be affected by such invalidity. ThePartiesshall agree on a clause having the same or a similar economic effect as the void clause to achieve the economic purpose of the void clause.

ThePartiesclarify that (unless agreed otherwise in thisAgreement) if and to the extent Exhibits are not prepared at the time of signing thisAgreementor not finalized at the time of signing thisAgreementtheParties shall in good faith and in good time agree on the contents of such Exhibit not prepared or if an Exhibit is not finalized theParties shall in good faith and in good time finalize the Exhibit. The validity of thisAgreement shall not be impacted by such missing or not finalized Exhibits.

If any deviation between the English terms in thisAgreement and the German terms or explanations to such English terms occur, the German terms or explanations shall prevail for the interpretation of thisAgreement.

20. Condition Subsequent

ThisAgreement is subject to the condition subsequent (auflösende Bedingung) that to the Co-operation Agreement between the Free State of Saxony, Advanced Micro Devices Inc. and M+W Zander Fünfte Verwaltungsgesellschaft mbH of November 20, 2003 (Kooperationsvertrag vom 20. November 2003) is consented to by the supervisory board of Jenoptik AG and consented to by the supervisory board of M+W Zander Holding AG by December 15, 2003. If such condition subsequent occurs (Eintritt der auflösenden Bedingung) the provisions under no. 9, 11, and 17 shall survive thisAgreement and any claims by Contractor (except for claims under the

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letter of intent of May 16, 2003 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		Contractor
Dresden,	/s/ Hans-Raimund Deppe	Dresden,	/s/ Helmut Laub

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