Management Service Agreement Dated October 31, 2003

Exhibit 10.71


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. SI Investment Limited Liability Company & Co. KG , Wilschdorfer Landstradfe 101, 01109 Dresden

- hereinafter referred to as " AMD Fab X" -

and

3. SI Investment Holding GmbH , Wilschdorfer Landstradfe 101, 01109 Dresden


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

and

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


- hereinafter referred to as " AMD Inc." -

RECITALS


WHEREAS , M+W Zander Ffcnfte Verwaltungsgesellschaft mbH (" M+W") and the Free State of Saxony will enter into a Cooperation Agreement pursuant to which a new factory (" Fab X") 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 X. The current partners of AMD Fab X are AMD Fab X Holding, as limited partner, and AMD Fab X LLC, as general partner holding no share in the capital of the partnership; it is intended that the further partners of AMD Fab X will be M+W, Leipziger Messe GmbH, both additionally also as silent partners, as well as a German limited liability company (GmbH) to be appointed by Leipziger Messe GmbH, 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 X Holding and of AMD Fab X LLC.


WHEREAS , AMD Fab X Holding and AMD Fab X, as well as AMD Fab X Holding and AMD Inc., are each entering 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 X Cost Plus Reimbursement Agreement") and in the latter case as the "AMD Fab X Holding Cost Plus Reimbursement Agreement". According to the AMD Fab X Cost Reimbursement Agreement, AMD Fab X agrees to manufacture Wafers in its factory and to sell such Wafers to AMD Fab X Holding and AMD Fab X Holding agrees to purchase such Wafers from AMD Fab X. According to the AMD Fab X Holding Cost Plus Reimbursement Agreement, AMD Fab X Holding agrees to sell to AMD Inc. and AMD Inc. agrees to purchase from AMD Fab X Holding 100% of all Wafers which AMD Fab X Holding purchases from AMD Fab X under the AMD Fab X Cost Plus Reimbursement Agreement.

WHEREAS , AMD Fab X 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 X.


WHEREAS , AMD Fab X is now interested in obtaining certain technical and administrative services related to Fab X.

NOW THEREFORE , based on the aforesaid contractual situation, the parties hereto hereby agree as follows: a7 1 TECHNICAL AND ADMINISTRATIVE SERVICES

1.1 AMD Saxony and AMD Inc. hereby agree to render to AMD Fab X such services and support (the ?Services" ) which are reasonably necessary to build up


2

research and development there as well as for the erection and operation of the factory of AMD Fab X in accordance with the overall project plan and the operative business plan and its further development. AMD Saxony or, as the case may be, AMD Inc. shall use Services and support of their affiliated enterprises, insofar as legally possible. The Services in support of Fab X shall particularly, but not conclusively, be rendered in the following areas:

(a) the development of the infrastructure for Fab X (traffic access, water supply, energy supply, telecommunication, and other logistic issues); (b) awarding of contracts, as well as supervision and controlling of the construction work for Fab X, including negotiations with contractors, preparation of contracts, compliance with regulatory matters, negotiations with and use of consultants for construction and other activities in support of the site and construction;

(c) planning and engineering for Fab X, supply, materials and personnel logistics, warehousing and quality control; (d) call for bids and awarding of contracts, as well as procurement of equipment, automation systems, materials, assets, supplies and other support; (e) establishing research and development, production, design, and administrative data systems processing capability and upkeep, including communications capability;

(f) recruiting, relocation and training of personnel, salaries and other benefits, travel, and other personnel-related matters; (g) finance, banking, legal, taxation, customs, duties and other similar matters to the extent legally permissible; (h) general administrative, space usage and procurement and other infrastructure support matters.


The parties can define the Services agreed upon in Section 1.1 in more detail from time to time.

3 1.2 Services according to Section 1.1 above shall be provided only as may be considered necessary in the reasonable judgment of AMD Fab X to enable AMD Fab X to take up the operation of the factory in Dresden and to conduct research and development there in order to produce and further develop Wafers on an efficient basis. In this respect, the parties hereto endeavor, without hereby assuming a legal obligation, that the production can be started in early 2006.

1.3 Insofar as AMD Saxony or, as the case may be, AMD Inc. are not able to perform the Services themselves or through affiliated entities, but only through third parties, AMD Saxony or, as the case may be, AMD Inc. shall at their own discretion be entitled, but not obligated to procure them either in their own name or in the name of AMD Fab X. If they commission third parties in their own name, all claims against such third party shall be assigned to AMD Fab X and concurrently therewith AMD Saxony or, as the case may be, AMD Inc. shall be indemnified by AMD Fab X against any such claims of the third party. AMD Fab X hereby grants individual power of attorney to each AMD Saxony and AMD Inc. to commission third parties on behalf of AMD Fab X. AMD Saxony and AMD Inc. each shall not be liable for the diligent selection of the third party (except for intent and gross negligence) and shall not be liable for advisory or other services to be rendered by the third party. The ...