Agreement On The Formation Of A Silent Partnership Dated April 21, 2004

EXHIBIT 10.66


CONFIDENTIAL TREATMENT REQUESTED


Execution Copy (Convenience Translation)

Agreement on the Formation of a Silent Partnership

by and between

1. AMD Fab 36 Limited Liability Company & Co. KG having its registered office in Dresden, registered in the Commercial Register at the Local Court (Amtsgericht) Dresden under HRA 5255, represented by its personally liable partner AMD Fab 36 LLC, which is, in turn, represented by its Manager Dr. Hans-Raimund Deppe, Radebeul, who is entitled to represent on his sole signature,

- hereinafter referred to as " AMD Fab 36" or the " Owner" ?

2. Leipziger Messe GmbH, Leipzig, registered under HRB 622 in the Commercial Register kept at the Amtsgericht [Local Court] Leipzig, business address: Messeallee 1, 04356 Leipzig, represented by the Managing Director holding power of joint representation Josef Rahmen and the procurist Matthies Rose,

- hereinafter referred to as " Leipziger Messe GmbH" -

and

3. Fab 36 BeteiligungsGmbH, Stuttgart, registered under HRB 23351 in the Commercial Register kept at the Amtsgericht Stuttgart, business address: Lotterbergstrasse 30, 70499 Stuttgart,


- hereinafter referred to as " M+W".


The parties at 2. and 3. hereinafter collectively also referred to as " Typical Silent Partners" or " Silent Partners".

PREAMBLE

On November 20, 2003, the Free State of Saxony (" Free State"), Advanced Micro Devices, Inc., Sunnyvale/USA (" AMD") and M+W entered into a Cooperation Agreement in order to build a new production facility in Dresden (" Fab 36") for the production of 300 mm silicon wafers on which integrated circuits, in particular, for microprocessors, are fabricated (" Wafer"). It is intended to undertake at the new production facility independent research and development to a considerable extent to develop to the industrial production stage semiconductor manufacturing technology, besides the production.


To carry out this project, AMD Fab 36 has been formed. The sole general partner holding power of management and power of representation of AMD FAB 36 is AMD Fab 36 LLC; a further general partner without power of management and power of representation is a company with limited liability the shares in which are held by Leipziger Messe GmbH (LM Beteiligungsgesellschaft mbH). The limited partners of Fab 36 are AMD Fab 36 Holding GmbH and AMD Fab 36 Admin GmbH (AMD Fab 36 Holding GmbH and AMD Fab 36 Admin GmbH hereinafter collectively referred to as the " AMD ?


Limited Partners") as well as Leipziger Messe GmbH and M+W.


The AMD Fab 36 Limited Partnership Agreement is attached hereto as Appendix 1 as an integral part of this Agreement. For the purpose of funding AMD Fab 36, the limited partners Leipziger Messe GmbH and M+W wish to participate in AMD Fab 36 also as Typical Silent Partners. To this end, they enter into this Agreement on the Formation of a Typical Silent Partnership with the Owner (" Silent Partnership").

Article 1 FORMATION

1.1 The corporate purpose of the Owner is the development of semiconductor technology to the industrial production stage and the production of microelectronic components on Wafers initially in the range of 65 nm, later on also in the range of 45 nm technology generations with the possibility of even smaller sized structures in Dresden.


2 1.2 Leipziger Messe GmbH and M+W will each participate in the Owner's commercial undertaking as Typical Silent Partners in accordance with the terms set out hereinafter. It is hereby specified by the parties that two (2) silent partnerships are involved.


Article 2 CONTRIBUTIONS

2.1 The Silent Partners shall make the following contributions for exclusive use within the framework of the commercial undertaking: 2.1.1 Leipziger Messe GmbH shall contribute an amount of ? 80 million.

2.1.2 M+W shall contribute an amount of ? 60 million.

2.2 The contributions shall be made by several installments and be paid to an account of the Owner at Dresdner Bank AG at the following due dates: 2.2.1 Leipziger Messe GmbH shall contribute a first portion (Portion I) of ? 30 million, a second portion (Portion II) in an additional amount of ? 30 million and a third portion (Portion III) in the amount of ? 20 million.


Portion I shall be due and payable five (5) banking days (days on which banks are generally open for business in Frankfurt am Main) after occurrence of milestone LM I specified in Appendix 3.4 to the AMD Fab 36 Limited Partnership Agreement. However, this Portion I shall be due and payable at the earliest after transfer of the title to the real property described in Appendix 3.3 to the AMD Fab 36 Limited Partnership Agreement of AMD Saxony Limited Liability Company & Co. KG (" AMD Saxony") to AMD Fab 36 or, in lieu thereof, after an application for registration of the new owner has been filed and only the issuance of the official record of change [Vere4nderungsnachweis] by the municipal land surveying office [Vermessungsamt] and conveyance on the basis of such official record of change are still required for the registration of the new owner (in this respect, the application does not need to be sufficient for actual entry). Portion II shall be due and payable five (5) banking days after occurrence of milestone LM II specified in Appendix 3.3 to the AMD Fab 36 Limited Partnership Agreement. Portion III shall be due and payable five (5) banking days aft ...