Amendment To Design/build Agreement Dated 1/16/97

EXHIBIT 10.49b


[LETTERHEAD/LOGO OF AMD APPEARS HERE]


January 16, 1997


Helmut Laub Meissner + Wurst GmbH+Co. Rossbachstrasse 38 D-70499 Stuttgart, Germany


Subj.: Replacement Pages to Design/Build Agreement Dated November 15, 1996


Dear Mr. Laub,


There were some minor clerical errors contained in the above referenced Agreement. Attached are 5 replacement pages (pages 5, 7, 10, 33 and 56). These pages hereby substitute and replace the corresponding pages currently in the executed Agreement.


Please acknowledge your acceptance of this action by signing below.


Signature /s/ JACK SALTICH for AMD Saxony Manufacturing, GmbH
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Jack Saltich
Vice President and General Manager Fab 30


ACKNOWLEDGED & AGREED:


Signature /s/ FRANK HAHN for Meissner & Wurst.
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Printed Name FRANK HAHN
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Title Vice President dept Commercial Date 07.02.97
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Wafer Process Equipment, the procurement and installation of which shall be determined by COMPANY.


1.4 CONSTRUCTION AND CONSTRUCTION ADMINISTRATION AND SUPERVISION SERVICES.
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1.4.1 CONSTRUCTION AND CONSTRUCTION MANAGEMENT SERVICES BY
---------------------------------------------------- CONTRACTOR. The acquisition and installation of the Wafer Process Equipment is - ---------- COMPANY'S responsibility. Except for the Wafer Process Equipment and other things that the provisions of the Contract expressly require or provide for COMPANY to furnish for the Facility, CONTRACTOR shall furnish and provide all construction management services and all construction for the entire Facility, including without limitation all materials to be incorporated into the buildings, structures and other improvements and all labor, fuel, transportation, construction equipment, tools, utilities, water, wastewater disposal, sewage disposal, supplies, outfit, and appurtenances of every sort which may be necessary for or in connection with the scheduling, delivery, handling, construction, erection, installation, performance, calibration, adjustment and turnover of the Facility, and for the start up and performance testing of the Facility and for the execution of all other construction work included as a part of the Project. All such construction management services and all construction work are collectively referred to as the "CONSTRUCTION WORK". CONTRACTOR shall be responsible for all Construction Work, including without limitation the following:


1.4.1.1 UPDATING BUDGET AND SCHEDULE. During construction,
----------------------------

revising and updating continuously, and reporting to COMPANY on a
monthly basis, the Project Budget and the Project Schedule, as described
in Section 1.3.2.4 and Article 12, subject to COMPANY'S approval and
--------------- ----------
effected by issuance of a Change Order; submitting CONTRACTOR'S monthly
Application for Payment (described in Section 17.1 below) and invoices
------------
and other supporting documentation, as required herein at least monthly;
and providing COMPANY with a summary of the status of the Project and a
report on the percentage of completion of the Project (both in such form
and containing such information, including then current aerial
photographs, as COMPANY may reasonably require at least monthly,
providing such updated reports, invoices and documents on a timely basis
shall be a condition precedent to payment of CONTRACTOR'S Budgeted Fee.
Should the Project fall behind schedule or be projected to fall behind
schedule, CONTRACTOR shall prepare and submit for COMPANY'S approval, a
plan or plans for recovering the lost time showing such actions as may
be required to restore the Project Schedule to the complete satisfaction
of COMPANY and showing the costs associated with such actions (a
"SCHEDULE RECOVERY PLAN"). A Schedule Recovery Plan may include, without
limitation, one or more of the following courses of action:

-- Increase the size of the work force; or

-- Place activities on shift work; or

-- Provide and utilize additional equipment; or

-- Place activities on overtime for a specified period of time but
only if approved by COMPANY.


The party who shall bear any additional costs to the Project occurring as a result of such delay(s) or the effort(s) necessary to recover therefrom shall be determined in accordance with Sections 10.3, 14.4 and 16.2.4. The
------------- ---- ------ Budgeted Cost of the Work shall be increased only by means of Change Order approved by COMPANY in writing pursuant to Article 10 or Article 14.
---------- ----------
5


castings, structural steel, steel plate, exchangers, condensers, coolers, insulation, paint, welding rod, instruments, instrument charts, pumps, motors, compressors, generators, furnaces, air conditioning, ventilating, fans, transformers, conduit, wiring, switch gear, panel boards, hoists, tube cleaners, wrenches, fire extinguisher, and the like.


1.6.3 The term "PERSON" where used herein shall mean an individual, corporation, association, partnership, joint venture, limited liability company, trust or other business entity or government or governmental agency, court, department or officer.


1.6.4 The term "REASONABLE PERIOD OF TIME" when used herein in connection with any testing by, or any consent or approval of COMPANY shall mean a period of time equal to ten (10) working days or, if the circumstances then prevailing require a longer period of time, COMPANY will justify to CONTRACTOR such longer period of time in which COMPANY may commence its testing or grant or deny its consent or approval.


1.6.5 The term "REPRESENTATIVE" when used herein shall mean a person designated by one of the parties hereto as its representative and authorized to represent or act on behalf of, and to make decisions that are binding on, the party such person is representing for the purposes for which such person has been appointed and when used herein as applying to COMPANY, for purposes of inspection and approval of Construction Work, shall include any person representing or acting on behalf of any lender to COMPANY. A person designated as a representative for a limited purpose, e.g., to conduct audits, shall not be
--- a representative for any other purpose. COMPANY'S Representatives shall include any independent Person retained by COMPANY to implement financial and cost controls or to examine and advise COMPANY regarding financial or cost matters.


1.6.6 Expressions such as "SERVICE THE FACILITY" and "SERVICING THE FACILITY" where used herein shall be understood as requiring or referring to the performance of such work as is normally needed to recondition the equipment for resuming operation after a shutdown thereof as, for example, routine purging, unplugging, cleaning or plating up of equipment; installing fresh operating suppli ...