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Stock Purchase Agreement

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Sectors: Electronics and Miscellaneous Technology
Governing Law: New York, View New York State Laws
Effective Date: November 15, 2007
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Exhibit 10.1

Execution Copy


STOCK PURCHASE AGREEMENT


Between

WEST COAST HITECH L.P. and

ADVANCED MICRO DEVICES, INC.

Dated as of November 15, 2007

TABLE OF CONTENTS

Page ARTICLE I DEFINITIONS

SECTION 1.01.

Certain Defined Terms 1

SECTION 1.02.

Interpretation and Rules of Construction 6 ARTICLE II PURCHASE AND SALE

SECTION 2.01.

Purchase and Sale of the Shares 7

SECTION 2.02.

Purchase Price 7

SECTION 2.03.

Closing 7

SECTION 2.04.

Closing Deliveries by the Company 7

SECTION 2.05.

Closing Deliveries by the Investor 8

SECTION 2.06.

Adjustments to Purchase Price 8 ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF THE COMPANY

SECTION 3.01.

Good Standing of the Company 8

SECTION 3.02.

Good Standing of Subsidiaries 8

SECTION 3.03.

Capitalization 9

SECTION 3.04.

Authorization of Agreements; Enforceability 9

SECTION 3.05.

Authorization of the Shares 9

SECTION 3.06.

S-3 Eligibility as Well-Known Seasoned Issuer 9

SECTION 3.07.

Registration Statement and Prospectus 9

SECTION 3.08.

Pending Proceedings and Examinations 10

SECTION 3.09.

Independent Accountants 10

SECTION 3.10.

Financial Statements 10

SECTION 3.11.

Stock Options 10

SECTION 3.12.

No Material Adverse Change in Business 11

SECTION 3.13.

Absence of Defaults and Conflicts 11

SECTION 3.14.

Absence of Proceedings 11

SECTION 3.15.

Absence of Further Requirements 11

SECTION 3.16.

Absence of Labor Dispute 12

SECTION 3.17.

Intellectual Property 12

SECTION 3.18.

Absence of Manipulation 12

SECTION 3.19.

Possession of Authorizations 12

SECTION 3.20.

Title to Property 13


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SECTION 3.21.

Investment Company Act 13

SECTION 3.22.

Not a Real Property Holding Company 13

SECTION 3.23.

Environmental Laws 13

SECTION 3.24.

ERISA 13

SECTION 3.25.

Foreign Corrupt Practices Act 13

SECTION 3.26.

Tax Returns 13

SECTION 3.27.

Insurance 13

SECTION 3.28.

Internal Controls 14

SECTION 3.29.

Compliance with the Sarbanes-Oxley Act 14

SECTION 3.30.

Registration Rights 14

SECTION 3.31.

Money Laundering Laws 14

SECTION 3.32.

Officer' s Certificates 14 ARTICLE IV

REPRESENTATIONS AND WARRANTIES

OF THE INVESTOR

SECTION 4.01.

Due Organization of the Investor 14

SECTION 4.02.

Authorization of Agreements; Enforceability 14

SECTION 4.03.

Absence of Conflicts 15

SECTION 4.04.

Absence of Proceedings 15

SECTION 4.05.

Absence of Further Requirements 15 ARTICLE V ADDITIONAL AGREEMENTS

SECTION 5.01.

Conduct of Business Prior to the Closing 15

SECTION 5.02.

Registration Statement 16

SECTION 5.03.

Additional Authorizations 16

SECTION 5.04.

Access to Information 16

SECTION 5.05.

Confidentiality 17

SECTION 5.06.

Notification of Certain Matters 17

SECTION 5.07.

Authorization for Listing 17

SECTION 5.08.

Use of Proceeds 17

SECTION 5.09.

Registration Rights Agreement 17 ARTICLE VI CONDITIONS TO CLOSING

SECTION 6.01.

Conditions to Obligations of the Company 18

SECTION 6.02.

Conditions to Obligations of the Investor 19


ii ARTICLE VII TERMINATION

SECTION 7.01.

Termination 20

SECTION 7.02.

Effect of Termination 20 ARTICLE VIII GENERAL PROVISIONS

SECTION 8.01.

Expenses 21

SECTION 8.02.

Notices 21

SECTION 8.03.

Public Announcements 22

SECTION 8.04.

Severability 22

SECTION 8.05.

Entire Agreement 22

SECTION 8.06.

Assignment 22

SECTION 8.07.

Amendment 23

SECTION 8.08.

Waiver 23

SECTION 8.09.

Survival of Representations and Warranties 23

SECTION 8.10.

No Third Party Beneficiaries 23

SECTION 8.11.

Governing Law; Arbitration; Waiver of Jury Trial 23

SECTION 8.12.

Currency 25

SECTION 8.13.

Counterparts 25


Exhibit A Form of Latham & Watkins LLP Opinion

Exhibit B Form of Opinion of Company' s General Counsel


iii

STOCK PURCHASE AGREEMENT, dated as of November 15, 2007 (this " Agreement" ), between West Coast Hitech L.P. (the " Investor" ), an exempted limited partnership organized under the laws of the Cayman Islands, acting through its general partner, West Coast Hitech G.P., Ltd., and Advanced Micro Devices, Inc., a Delaware corporation (the " Company" ).

WHEREAS, the Company desires to issue and sell to the Investor, and the Investor desires to purchase from the Company, pursuant to the terms and conditions set forth in this Agreement, 49,000,000 shares (the " Shares" ) of the common stock, par value $0.01 per share (" Common Stock" ), of the Company; and

WHEREAS, on or prior to the date hereof, the Company has filed an Automatic Shelf Registration Statement (as defined herein).

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Company and the Investor hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms . For purposes of this Agreement:

" Action" means any claim, action, suit, arbitration, inquiry, grievance, proceeding, hearing, investigation, or administrative decision-making or rulemaking process by or before any Governmental Authority.

" Affiliate" means, with respect to the Company, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company, and with respect to the Investor, means the Investor' s immediate parent company and any direct or indirect subsidiary of such parent company.

" Aggregate Purchase Price" means the product of (a) the number of Shares to be purchased pursuant to this Agreement and (b) the Purchase Price.

" Agreement" or " this Agreement" shall have the meaning set forth in the Preamble, and shall include the Exhibits hereto and all amendments hereto made in accordance with the provisions hereof. " Authorization" means any permit, license, consent, exemption, franchise, authorization or other approval from any Person or any permit, license, consent, exemption, franchise, authorization or other approval from, or any required filing with or notification to, any Governmental Authority.

" Automatic Shelf Registration Statement" means an " automatic shelf registration statement," as defined in Rule 405 under the Securities Act.

" Business" means the business of providing semiconductor solutions for the computing, graphics and consumer electronics markets throughout the world, as described in the Prospectus and as currently conducted by the Company.

" Business Day" means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in The City of New York, NY, London, England or Abu Dhabi, the United Arab Emirates.

" Closing" shall have the meaning set forth in Section 2.03. " Closing Date" shall have the meaning set forth in Section 2.03. " Code" means the Internal Revenue Code of 1986.

" Common Stock" shall have the meaning set forth in the Recitals.

" Company" shall have the meaning set forth in the Preamble.

" Company Closing Certificate" means a certificate, dated the Closing Date, executed by a duly authorized officer of the Company certifying to the matters set forth in Section 6.02(a).

" Confidentiality Agreement" means that certain Reciprocal Confidentiality Agreement between the Investor' s parent company and the Company, dated as of April 1, 2007. " control" (including the terms " controlled by" and " under common control with" ) means, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

" DTC" means The Depository Trust Company, its nominees and their respective successors.

" DTC Participant" means a Person that is entitled to deposit securities with DTC in its capacity as a " participant," as defined in and pursuant to DTC' s governing documents. " Encumbrance" means any Lien, violation, charge, lease, license, encumbrance, adverse claim, reversion, reverter, restrictive covenant, condition or restriction of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

" Environment" means surface waters, groundwaters, soil, subsurface strata and ambient air.


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" Environmental Laws" means all Laws, now or hereafter in effect and as amended, relating to the Environment, health, safety, natural resources or Hazardous Materials, including CERCLA; the Resource Conservation and Recovery Act, 42 U.S.C. a7a7 6901 et seq .; the Hazardous Materials Transportation Act, 49 U.S.C. a7a7 6901 et seq .; the Clean Water Act, 33 U.S.C. a7a7 1251 et seq .; the Toxic Substances Control Act, 15 U.S.C. a7a7 2601 et seq .; the Clean Air Act, 42 U.S.C. a7a7 7401 et seq .; the Safe Drinking Water Act, 42 U.S.C. a7a7 300f et seq .; the Atomic Energy Act, 42 U.S.C. a7a7 2011 et seq .; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. a7a7 136 et seq .; and the Federal Food, Drug and Cosmetic Act, 21 U.S.C. a7a7 301 et seq .

" Exchange Act" means the Securities Exchange Act of 1934.

" Exon-Florio Provision" means Section 721 of the Defense Production Act of 1950.

" GAAP" means United States generally accepted accounting principles in effect from time to time applied consistently throughout the periods involved.

" Governmental Authority" means any United States or foreign federal, national, supranational, state, provincial, municipal, local, territorial or similar government, governmental, regulatory, legislative, taxing or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

" Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

" Grant Date" means, with respect to a Stock Option, the date on which the grant of such Stock Option was, by its terms, to be effective.

" Hazardous Materials" means (a) petroleum and petroleum products, radioactive materials, asbestos-containing materials, urea formaldehyde foam insulation, transformers or other equipment that contain polychlorinated biphenyls and radon gas, (b) any other chemicals, materials or substances defined as or included in the definition of " hazardous substances," " hazardous wastes," " hazardous materials," " extremely hazardous wastes," " restricted hazardous wastes," " toxic substances," " toxic pollutants," " contaminants" or " pollutants," or words of similar import, under any applicable Environmental Law, and (c) any other chemical, material or substance that is regulated by any Environmental Law.

" HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

" Intellectual Property" means (a) patents, patent applications and statutory invention registrations, (b) trademarks, service marks, domain names, trade dress, logos, trade names, corporate names and other identifiers of source or goodwill, including registrations and applications for registration thereof, (c) mask works and copyrights, including copyrights in computer software, and registrations and applications for registration thereof, and (d) confidential and proprietary information, including trade secrets, know-how and invention rights.

" Investor" shall have the meaning set forth in the Preamble.

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" Investor Closing Certificate" means a certificate, dated the Closing Date, executed by a duly authorized officer of the Investor certifying to the matters set forth in Section 6.01(a).

" Investor Expenses" means an amount equal to $14,624,050 to reimburse Investor for expenses incurred in connection with the transactions contemplated by this Agreement.

" Law" means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, or rule of law (including common law) of any United States or foreign jurisdiction, and any judicial or administrative interpretation thereof, including any Governmental Order.

" Liabilities" means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law (including any Environmental Law), Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

" Lien" means any security interest, pledge, hypothecation, mortgage, or lien (including environmental and tax liens).

" Material Adverse Effect" means any circumstance, change in or effect on the Business, the Company or any Subsidiary that, individually or in the aggregate with all other circumstances, changes in, or effects on the Business, the Company or any Subsidiary: (a) is materially adverse to the condition, financial or otherwise, or to the earnings, business affairs, or properties of the Company and its Subsidiaries, taken as one enterprise; whether or not arising in the ordinary course of business, or (b) could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder.

" Material Contract" means, as to the Company, any agreement required under the Securities Act to be filed as an exhibit to the Registration Statement, including, with respect to each such agreement, any and all amendments, modifications, supplements, renewals or restatements thereof. " Money Laundering Laws" means applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 or the Laws administered or promulgated by, or Actions of, the United States Office of Foreign Asset Controls, or similar Laws of any jurisdiction.

" Permitted Investor Assignee" means any Affiliate of the Investor that is, directly or indirectly, wholly-owned by the parent company of the Investor to which the Investor assigns this Agreement or any of its rights and obligations hereunder.

" Person" means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a Person under Section 13(d)(3) of the Exchange Act.

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" Prospectus" means the prospectus, including the Prospectus Supplement thereto and the documents incorporated by reference therein, which is included in the Registration Statement.

" Prospectus Supplement" means the prospectus supplement that relates to the issuance and sale of the Shares, and which shall be filed with the SEC in accordance with Rule 424(b) under the Securities Act. " Purchase Price" shall have the meaning set forth in Section 2.02. " Purchase Price Bank Account" means a bank account in the United States to be designated by the Company in a written notice to the Investor prior to the Closing.

" Registration Expenses" means all costs and expenses incurred in connection with the preparation and filing of the Registration Statement, the Prospectus, and any Prospectus Supplement, including, without limitation, all registration, qualification and filing fees, printing expenses, blue sky fees and expenses, and the expense of any special audit or review by the Company' s auditors of the Company' s financial statements incident to or required in connection with any the preparation and filing of the Registration Statement. Registration Expenses shall not include the Investor Expenses.

" Registration Statement" means the Company' s Automatic Shelf Registration Statement filed by the Company on November 15, 2007, including the Prospectus contained therein and all documents that are incorporated by reference or deemed incorporated by reference therein under the Securities Act or the Exchange Act, and all exhibits and schedules thereto.

" SEC" means the United States Securities and Exchange Commission. " Securities Act" means the Securities Act of 1933.

" Shares" shall have the meaning set forth in the Recitals.

" Significant Subsidiary" means any Subsidiary that is a significant subsidiary of the Company under Rule 1-02(w) of SEC Regulation S-X.

" Stock Option Plans" means the Company' s 2004 Equity Incentive Plan and the Company' s Employee Stock Purchase Plan.

" Stock Options" means options to purchase Common Stock pursuant to the Stock Option Plans, and other options granted to employees and directors of the Company that are outstanding as of the date hereof.

" Subsidiary" or " Subsidiaries" means any and all corporations, partnerships, limited liability companies, joint ventures, associations and other entities controlled by the Company, directly or indirectly.


5

" Tax Returns" means any return, declaration, report, election, claim for refund or information return or other statement or form relating to Taxes, filed or required to be filed with any government or taxing authority, including any schedule or attachment thereto or any amendment thereof. " Taxes" means any and all taxes, fees, levies, duties, tariffs, imposts, and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, including taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, intangible property, excise, sales, use, capital stock, accumulation of earnings, payroll, employment, social security, workers' compensation, unemployment compensation, or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes; license, registration and documentation fees; and customs' duties, tariffs, and similar charges. It also includes any withholding taxes which the Company or any of its Subsidiaries is required by any Governmental Authority to withhold on behalf of any Person, and to remit to any Governmental Authority.

" Termination Date" shall have the meaning set forth in Section 7.01(d).

SECTION 1.02. Interpretation and Rules of Construction . In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) when a reference is made in this Agreement to an Article, Recital, Section, or Exhibit, such reference is to an Article, Recital or Section of, or an Exhibit to, this Agreement unless otherwise indicated;

(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c) whenever the words " include," " includes" or " including" are used in this Agreement, they are deemed to be followed by the words " without limitation" ; (d) the words " hereof," " herein" and " hereunder" and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

(f) the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (g) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws;


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(h) when any Law referred to herein by its statutory title includes a delegation of authority to an administrative agency to promulgate rules and regulations implementing such Law, any reference to such Law herein by its statutory title means such Law and all such rules and regulations so promulgated; (i) references to a Person are also to its successors and permitted assigns; (j) the use of " or" is not intended to be exclusive unless expressly indicated otherwise; and (k) all references to the word " state" include the Commonwealth of Puerto Rico and all territories of the United States.

ARTICLE II

PURCHASE AND SALE

SECTION 2.01. Purchase and Sale of the Shares . Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company shall issue to the Investor (or to a Permitted Investor Assignee), and the Investor (or such Permitted Investor Assignee) shall purchase, accept and acquire from the Company, the Shares. SECTION 2.02. Purchase Price . The purchase price per share for the Shares shall be $12.70 (the " Purchase Price" ).

SECTION 2.03. Closing . Subject to the terms and conditions of this Agreement, the issuance, sale and purchase of the Shares contemplated by this Agreement shall take place at a closing (the " Closing" ) to be held at the opening of business in New York on the first Business Day after the date hereof (the " Closing Date" ), or at such other date and time as the Company and the Investor may mutually agree upon in writing.

SECTION 2.04. Closing Deliveries by the Company . At the Closing, the Company shall deliver or cause to be delivered to the Investor or its designated custodian:

(a) the Shares in book entry form delivered into the account of DTC or a DTC Participant custodian designated by the Investor;

(b) the executed Company Closing Certificate;

(c) a receipt for the Aggregate Purchase Price less the Investor Expenses; and

(d) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the board of directors of the Company evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.


7

SECTION 2.05. Closing Deliveries by the Investor . At the Closing, the Investor shall deliver to the Company:

(a) the Aggregate Purchase Price, less the Investor Expenses, by wire transfer in immediately available funds to the Purchase Price Bank Account;

(b) the executed Investor Closing Certificate; and (c) a true and complete copy, certified by an authorized representative of the general partner of the Investor, of the resolutions duly and validly adopted by the board of directors of the general partner of the Investor evidencing the Investor' s authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 2.06. Adjustments to Purchase Price . The Purchase Price shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Closing.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF THE COMPANY

As an inducement to the Investor to enter into this Agreement, the Company hereby represents and warrants to the Investor as follows:

SECTION 3.01. Good Standing of the Company . The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder, to consummate the transactions contemplated hereby, and to own, lease and operate its properties, and to conduct the Business; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Effect.

SECTION 3.02. Good Standing of Subsidiaries . Each of the Subsidiaries has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties, and to conduct its business as described in the Prospectus, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Effect; except for (i) AMD Belgium N.V., six shares of which are owned by an individual, Thomas M. McCoy, (ii) AMD Fab 36 LLC & Co. KG, 18.1818% of which is owned by unaffiliated third parties, (iii) ATI Technologies (Finland) Oy, 3.8% of which is owned by unaffiliated third parties, and (iv) Commercial Valley Realty Holding Inc., 50% of which is owned by unaffiliated third parties, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and

8

validly issued, is fully paid and non-assessable and, except as set forth in the Prospectus, all outstanding capital stock of each Subsidiary is owned by the Company, directly or through Subsidiaries, and is free and clear of any Encumbrance, except for all shares or interests of AMD Fab 36 LLC & Co KG, AMD Fab 36 Holding Gmbh, AMD Fab 36 Admin and AMD Fab 36 LLC, which are pledged to lenders in connection with the Euro 700 Million Term Loan Facility Agreement for Fab 36 LLC and Co KG dated April 21, 2004.

SECTION 3.03. Capitalization . The capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus. The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. As of November 1, 2007, there were 554,642,636 shares of Common Stock issued and outstanding. Since November 1, 2007, the Company has not issued any shares of Common Stock except under the Stock Option Plans or pursuant to contractual rights described in the Prospectus, and since November 1, 2007, except pursuant to the Stock Option Plans, the Company has not granted or issued any, and except as described in the Prospectus, there do not exist any, options, warrants or other rights to purchase, agreements or obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock or ownership interests in the Company.

SECTION 3.04. Authorization of Agreements; Enforceability . Each of this Agreement, the performance by
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