Amendment Agreement No. 1 To The Amd Fab 36 Management Services Agreement

EXHIBIT 10.1

(Convenience Translation)

AMENDMENT AGREEMENT NO. 1 TO THE

AMD FAB 36 MANAGEMENT SERVICES AGREEMENT

dated 31 October 2003

between

AMD SAXONY LIMITED LIABILITY COMPANY & CO. KG, AMD FAB 36 LIMITED LIABILITY COMPANY & CO. KG,

AMD FAB 36 HOLDING GMBH

and

ADVANCED MICRO DEVICES, INC.

This AMENDMENT AGREEMENT NO. 1 TO THE AMD FAB 36 MANAGEMENT SERVICES AGREEMENT DATED 31 Oktober 2003 is made between

1. AMD Saxony Limited Liability Company & Co. KG , Wilschdorfer Landstradfe 101, 01109 Dresden - hereinafter referred to as " AMD Saxony" - and

2. AMD Fab 36 Limited Liability Company & Co. KG , Wilschdorfer Landstradfe 101, 01109 Dresden - hereinafter referred to as " AMD Fab 36" - and

3. AMD Fab 36 Holding GmbH , Wilschdorfer Landstradfe 101, 01109 Dresden

- hereinafter referred to as " AMD Fab 36 Holding" -

and

4. Advanced Micro Devices, Inc. , One AMD Place, Sunnyvale, CA 94088, USA

- hereinafter referred to as " AMD Inc." -

RECITALS

WHEREAS, AMD Saxony, AMD Fab 36, AMD Fab 36 Holding and AMD Inc. are parties to the AMD Fab 36 Management Services Agreement dated 31 October 2003 (the " AMD Fab 36 Management Services Agreement" );

WHEREAS, the parties now wish to amend the AMD Fab 36 Management Services Agreement, particularly with respect to the payment mechanics;

NOW, THEREFORE, in consideration of the above, the parties hereto agree as follows: ARTICLE I

Amendments to the AMD Fab 36 Management Services Agreement

The AMD Fab 36 Management Services Agreement shall be amended as marked in the appendix attached hereto.

ARTICLE II

Miscellaneous

Section 2.01. This agreement is governed by the law of the Federal Republic of Germany. Application of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 is expressly excluded.

Section 2.02.

a) The parties shall endeavor to reach an amicable settlement of any dispute arising out of or in connection with this agreement and its implementation, including any question regarding its existence, validity, termination or its performance, or in connection with arrangements regarding the performance of this agreement. b) If any party declares that a reasonable attempt at amicable settlement of a dispute mentioned in sub-section a) has failed, such dispute shall be finally resolved by arbitration, to the exclusion of the courts of regular jurisdiction, under the Rules of Arbitration ( Schiedsgerichtsordnung ) of the German Arbitration Board (" Deutsche Institution ffcr Schiedsgerichtswesen e.V." ) , by three arbitrators. The place of arbitration shall be Dresden, Germany. The German Code of Civil Procedure shall apply where the Rules of Arbitration are silent.


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c) The language to be used in the arbitration proceedings shall be German and all documents written in a language other than German shall be translated into the German language for the arbitration proceedings, unless otherwise decided by the parties to the arbitration proceedings. d) The arbitral awards shall be substantiated in writing. The arbitration tribunal shall decide on the matter of costs of the arbitration and on the allocation of expenditure among the respective parties to the arbitration proceedings.

Section 2.03. The German version of this agreement shall be controlling.

Section 2.04. No modifications or amendments to this agreement shall be binding unless in writing. This requirement of written form may only be waived in writing.

Section 2.05. If present or future terms of this agreement are invalid or unenforceable in whole or in part or lose their validity or enforceability at a later date, this shall not affect the validity of the remaining provisions hereof. The same shall apply insofar as it transpires that there is a gap in this agreement. The invalid or unenforceable provision shall be replaced, or the gap filled, by a reasonable provision which, to the extent legally permissible, comes closest to what the contracting parties intended or would have intended in accordance with the meaning and purpose of this agreement, had they considered the point upon conclusion hereof. This also applies if the invalidity of a provision results from a degree of performance standardized hereunder (set period, date); in such cases a legally permissible degree of performance or time (set period, date), coming as close as possible to the intentions, shall replace what was agreed.

Section 2.06. In case of disputes arising among the parties hereto due to Sections 2.04 and 2.05 above, the arbitration tribunal (Section 2.02) shall be entitled to determine with binding force the provision which is to apply thereunder.

Section 2.07. All terms and conditions of the AMD Fab 36 Management Services Agreement other than those amended pursuant to Article I hereof shall remain unchanged.

Section 2.08. This agreement shall take effect as of 1 January 2006.

[Signature page to follow]


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Dresden, September 25, 2006


/s/ Faina Medzonsky Advanced Micro Devices, Inc.

/s/ Hans R. Deppe AMD Saxony Limited Liability Company & Co. KG

/s/ Hollis O' Brien AMD Fab 36 Limited Liability Company & Co. KG

/s/ Thomas M. McCoy AMD Fab 36 Holding GmbH


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Appendix

Management Service Agreement

between 1. AMD Saxony Limited Liability Company & Co. KG , Wilschdorfer Landstradfe 101, 01109 Dresden - hereinafter referred to as " AMD Saxony" - and

2. AMD Fab 36 Limited Liability Company & Co. KG , Wilschdorfer Landstradfe 101, 01109 Dresden - hereinafter referred to as " AMD Fab 36" - and

3. AMD Fab 36 Holding GmbH , Wilschdorfer Landstradfe 101, 01109 Dresden

- hereinafter referred to as " AMD Fab 36 Holding" -

and

4. Advanced Micro Devices, Inc. , One AMD Place, Sunnyvale, CA 94088, USA

- hereinafter referred to as " AMD Inc." -

RECITALS WHEREAS , Fab 36 Beteiligungs GmbH & Co. KG (" M+W" ) and the Free State of Saxony have entered into a Cooperation Agreement pursuant to which a new factory (" Fab 36" ) for the production of wafers (" Wafer" means a 300 mm silicon wafer on which integrated circuits particularly for microprocessors are manufactured) is to be erected and operated in Dresden. In addition to the production of Wafers, own research

and development to a considerable extent is to be conducted in the new factory in order to develop technology for the manufacture of semiconductors up to industrial production stage. The factory will be operated by AMD Fab 36. The initial partners of AMD Fab 36 were AMD Fab 36 Holding, as limited partner, and AMD Fab 36 LLC, as general partner holding no share in the capital of the partnership; meanwhile as further partners of AMD Fab 36 have been added M+W, Leipziger Messe GmbH, both additionally also as silent partners, AMD Fab 36 Admin GmbH, as well as a German limited liability company be appointed by Leipziger Messe GmbH (LM Beteiligungsgesellschaft mbH), the latter as a further general partner holding no share in the capital of the partnership. AMD Inc. is the sole shareholder of AMD Fab 36 Holding and of AMD Fab 36 LLC. WHEREAS , AMD Fab 36 Holding and AMD Fab 36, as well as AMD Fab 36 Holding and AMD Inc., have each entered into cost reimbursement agreements which, as amended, supplemented or otherwise modified from time to time, in the former case are referred to as the " AMD Fab 36 Cost Plus Reimbursement Agreement" ) and in the latter case as the " AMD Fab 36 Holding Cost Plus Reimbursement Agreement" . According to the AMD Fab 36 Cost Reimbursement Agreement, AMD Fab 36 agrees to manufacture Wafers in its factory and to sell such Wafers to AMD Fab 36 Holding and AMD Fab 36 Holding agrees to purchase such Wafers from AMD Fab 36. According to the AMD Fab 36 Holding Cost Plus Reimbursement Agreement, AMD Fab 36 Holding agrees to sell to AMD Inc. and AMD Inc. agrees to purchase from AMD Fab 36 Holding 100% of all Wafers which AMD Fab 36 Holding purchases from AMD Fab 36 under the AMD Fab 36 Cost Plus Reimbursement Agreement.

WHEREAS , AMD Fab 36 and AMD Inc. have executed a Buy-In Agreement attached hereto as Appendix dated as of 31 October 2003 with respect to the start-up costs incurred prior to the effective date of this Agreement which shall be borne by AMD Fab 36.

WHEREAS , AMD Fa ...