Wafer Supply Agreement Amendment No. 1 – Advanced Micro Devices

WAFER SUPPLY AGREEMENT AMENDMENT NO. 1

This First Amendment to the WAFER SUPPLY AGREEMENT (this
“Amendment“), dated as of March 29, 2011, amends that certain
Wafer Supply Agreement, dated March 2, 2009, (the “Agreement“)
by and among (i) Advanced Micro Devices, Inc., a Delaware corporation
(“AMD“); (ii) with respect to all of the provisions in the
Agreement other than those in Sections 5.5(a), 6.2 and 7.3(a) of the Agreement
and the related provisions of the Agreement in connection with sales activities
only (though without limiting FoundryCo’s guarantee obligations pursuant to
Section 15.7 of the Agreement), GLOBALFOUNDRIES Inc., an exempted company
incorporated under the laws of the Cayman Islands
(“FoundryCo“), on behalf of itself and its direct and indirect
wholly-owned subsidiaries, including all FoundryCo Sales Entities and FoundryCo
Manufacturing Entities, as further set forth in the Agreement; (iii) subject to
FoundryCo’s guarantee obligations pursuant to Section 15.7 of the Agreement,
GLOBALFOUNDRIES U.S. Inc., a Delaware corporation and a wholly owned subsidiary
of FoundryCo (“USOpCo“), which is a party to the Agreement
solely with respect to Sections 5.5(a), 6.2 and 7.3(a) of the Agreement and the
related provisions of the Agreement in connection with USOpCo’s sales
activities; and (iv) subject to FoundryCo’s guarantee obligations pursuant to
Section 15.7 of the Agreement, GLOBALFOUNDRIES Singapore Pte. Ltd., a private
limited Singapore company and a wholly owned subsidiary of FoundryCo
(“GFS“), which, by executing this Amendment, is becoming a
party to the Agreement solely with respect to Sections 5.5(a), 6.2 and 7.3(a) of
the Agreement and the related provisions of the Agreement in connection with
GFS’ sales activities.

WHEREAS, the parties wish to modify certain pricing and other terms of the
Wafer Supply Agreement with respect to MPU Products to be delivered by FoundryCo
to AMD during 2011 as well as regarding certain payments to be made by AMD in
2012 relating to MPU Products; and

WHEREAS, the parties wish to permanently amend the Agreement with respect to
GPU Products, Chipset Products (as defined below) and FoundryCo Sales Entities;

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

1. AMENDMENTS RELATED TO GPU PRODUCTS

1.1 Section 1.52.1

The following defined term shall be added to the Agreement immediately
following Section 1.52 of the Agreement:

[****] = Certain confidential information contained in this document, marked
by brackets, has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended. Confidential treatment has been requested with respect to the
omitted portions.

1.52.1 “GPU Plan of Record” shall mean a long-range
planning document prepared by AMD, as amended from time to time as provided in
Section 2.1(c), that outlines AMD’s planned tape-out and production schedule for
each GPU Product, and identifying each GPU Product Family.

1.2 Section 1.53.1

The following defined term shall be added to the Agreement immediately
following Section 1.53 of the Agreement:

1.53.1 “GPU Product Family” means any group of GPU
Products that are developed by AMD as part of a single product marketing and
design cycle and that are generally differentiated by AMD from other GPU
Products based on performance, power and cost, as identified by AMD in the GPU
Plan of Record.

1.53.2 “GPU Product Technology Readiness Condition”
means, with respect to each GPU Product, a condition that shall be deemed to be
satisfied if and when FoundryCo has achieved, on or before the GPU Product
Technology Readiness Date, the passage of the certain [****] criteria which
define a set of important parameters related to [****] milestones (the
“Critical Parameters“). The definition of Critical Parameters
for each GPU Product will be mutually agreed in good faith by AMD and FoundryCo.
In the event that AMD shall change the GPU Plan of Record, the parties agree to
meet in good faith to determine whether such change requires any corresponding
changes to the Critical Parameters. FoundryCo and AMD will evaluate the
achievement of the Critical Parameters in accordance with industry standard
practice, and based on such evaluation will jointly and in good faith determine
whether this condition is substantially or sufficiently satisfied for the
purposes of Section 2.1(c)(ii)(A), (B) and (C).

1.53.3 “GPU Product Technology Readiness Date”
means, with respect to each GPU Product, a date to be mutually agreed in good
faith by AMD and FoundryCo as the earliest date at which the parties will
determine whether the GPU Product Technology Readiness Condition has been
satisfied. Specifically, for the purposes of the GPU Volume Ramp Products, the
GPU Product Technology Readiness Date shall be [****], provided that the parties
will jointly evaluate by [****] whether or not FoundryCo will satisfy the GPU
Product Technology Readiness Condition for the [****] GPU Product Family by
[****], and if necessary, will discuss and implement an action plan that enables
AMD to award GPU Volume Ramp Products to FoundryCo.

1.3 Section 2.1(c)

Section 2.1(c) of the Agreement shall be amended and restated in its entirety
to read as follows:

(c) GPU Products.

i. AMD and FoundryCo each commits to, and the parties agree to work together
to, [****] manufacture GPU Products via a high volume bulk process at the
[****]nm Process Node and at all future smaller Process Nodes, with
Specifications to be agreed

upon in advance by the parties in writing. AMD’s obligations and commitments
set forth below under this Section 2.1(c) are subject to the satisfaction by
FoundryCo of the GPU Product Technology Readiness Condition applicable to any
given GPU Product, on or before the GPU Product Technology Readiness Date
applicable to such GPU Product. FoundryCo acknowledges and agrees that all GPU
Product commitments of AMD are subject to the [****] process set forth in
Exhibit B, which includes without limitation an analysis of FoundryCo’s ability
to manufacture any such GPU Products at [****].

ii. In order to assist FoundryCo to establish FoundryCo’s ability to meet
AMD’s demand for GPU Products, AMD commits (subject to the condition set forth
in Section 2.1(c)(i)) to have FoundryCo manufacture: [****] (collectively, these
[****] GPU Products are the “GPU Volume Ramp Products“). AMD
shall also (x) supply to FoundryCo or to [****], or (y) provide to FoundryCo a
version of [****] or [****] in a [****] architecture so that FoundryCo can
[****], in each case as the parties mutually agree is suitable [****] to support
FoundryCo’s manufacturing readiness for the [****] GPU Product Family.

A. In the event that FoundryCo has [****] achieved [****] of the Critical
Parameters by the GPU Product Technology Readiness Date for the GPU Volume Ramp
Products, then AMD shall [****] the GPU Volume Ramp Products at FoundryCo and
shall [****] of AMD’s requirements for the GPU Volume Ramp Products from
FoundryCo.

B. In the event that FoundryCo has achieved [****] of the Critical Parameters
by the GPU Product Technology Readiness Date for the GPU Volume Ramp Products,
[****] has met [****] Critical Parameters to be [****] to [****] the GPU Product
Technology Readiness Condition and [****] the [****] for each GPU [****]
Product, then FoundryCo and AMD shall identify and mutually agree on [****]
actions (the “[****] Actions”) to be [****] in the shortest
period of time (such time period to be agreed upon in advance) for each GPU
Product (the “[****] Time“).

(a) If FoundryCo completes [****] Actions within the [****] Time, then AMD
shall [****] the GPU Volume Ramp Products at FoundryCo and shall [****] of AMD’s
requirements for the GPU Volume Ramp Products from FoundryCo.

(b) If FoundryCo completes [****] Actions after the [****] Time [****] before
[****], then AMD shall use commercially reasonable efforts to [****] GPU Volume
Ramp Products at FoundryCo and to [****] of its requirements for the GPU Volume
Ramp Products at FoundryCo.

C. In the event that FoundryCo [****] achieve [****] a [****] number of
Critical Parameters by the GPU Product Technology Readiness Date for the GPU
Volume Ramp Products to be [****] to [****] the [****] for any such Product,
then FoundryCo shall not be [****] in accordance with the procedures set forth
in Exhibit B in accordance with Section 2.1(c)(i), and AMD may [****] for the
GPU Volume Ramp Products.

D. In order to implement these commitments with respect to the GPU Volume
Ramp Products, the parties further agree as follows:

(a) AMD may continue to work with other foundry partners to design and
prepare to manufacture GPU Products from the [****] GPU Product Family, as long
as such design efforts do not divert design and engineering resources from the
joint development effort described in the following paragraph.

(b) Immediately upon completion of the design activity for the [****]
currently code-named [****] which is currently scheduled to be completed [****],
AMD and FoundryCo shall each commit [****] full-time-equivalent, highly
qualified and experienced design engineers (including engineers currently
committed to the [****] design efforts, or other engineers mutually acceptable
to the other party), together with their associated support resources, to a
joint AMD/FoundryCo effort to complete, on or before [****], the full suite of
Intellectual Property required for [****] and [****] targeted to be manufactured
at FoundryCo using FoundryCo’s [****]nm technology.

(c) The process-design interaction for the [****] GPU Product Family will be
validated using [****]; provided that any additional Intellectual Property
specific to the GPU Volume Ramp Products that is required to be silicon verified
may be verified using [****], with the cost to be [****].

iii. AMD agrees that, starting with the GPU Product Family currently
code-named [****] AMD will purchase at least [****] percent ([****]%) of its
requirements for GPU Products measured on a [****] basis (such minimum
percentage, the “GPU Minimum Percentage“) for the remaining
duration of this Agreement. In order to achieve the GPU Minimum Percentage, AMD
commits (subject to the condition set forth in Section 2.1(c)(i)) to have
FoundryCo manufacture at least [****] GPU Products from each of the [****] and
[****] GPU Product Families.

iv. For the [****] and [****] GPU Product Families, FoundryCo and AMD shall
determine whether FoundryCo has [****],[****] or [****] the GPU Product
Technology Readiness Condition for each GPU Product in the same manner set forth
in Sections 2.1(c)(ii)(A), (B) and (C), with purchase commitments determined
according to Section 2.1(c)(iii). This determination shall be made on a
Product-by-Product basis and shall not affect such determination for any other
GPU Product or change the GPU Minimum Percentage.

v. If for an applicable quarter it is determined that AMD has not (A) placed
orders for manufacture by FoundryCo of the GPU Volume Ramp Products or the GPU
Minimum Percentage of GPU Products starting with the [****] GPU Product Family,
or (B) complied with any other requirements as set forth herein to enable
FoundryCo the opportunity to manufacture the GPU Minimum Percentage throughout
the entire duration of this Agreement, the parties agree to meet, discuss and
implement a mutually acceptable corrective action plan to address such
non-compliance and to enable FoundryCo to manufacture higher volumes of the GPU
Products in the following quarters.

vi. Cooperation and Partnership on GPU Products. In order (A) to
ensure the coordination of FoundryCo’s technology roadmap and development and
implementation of necessary process technology in a timely manner to intersect
AMD’s GPU Product roadmap on a schedule that will enable FoundryCo to establish
Qualified Processes for GPU Products and satisfy the GPU Product Technology
Readiness Condition for each GPU Product by the GPU Product Technology Readiness
Date for such GPU Product, as provided in this Section 2.1(c), (B) to enable
FoundryCo to meet AMD’s requirements to manufacture GPU Products so that AMD
will purchase the GPU Volume Ramp Products as well as purchase the GPU Minimum
Percentage as anticipated in subsection (iii) above, and (C) to allow FoundryCo
to compete for incremental GPU Products above the GPU Minimum Percentage, AMD
and FoundryCo each commits to take the following steps with respect to GPU
Products, with the intent of the parties to bring the same rigor and level of
collaboration to the GPU migration process that currently exists between AMD and
FoundryCo in their partnership to develop and qualify processes for MPU
Products:

A. AMD shall share with FoundryCo on a timely basis AMD’s GPU Product roadmap
schedules, detailed GPU Product requirements, detailed technology needs,
forecasts of volume requirements for all GPU Products by quarter, and all other
pertinent information that AMD has that is related to AMD’s product requirements
and technology needs for the applicable GPU Products, including information
regarding device targets, product performance requirements, and known process
technology requirements (collectively, the “GPU Product Roadmap
Information“). AMD agrees to deliver to FoundryCo the GPU Product
Roadmap Information, together with all supporting information reasonably
requested by FoundryCo, as early as practicable to ensure that FoundryCo has
time to develop and qualify the processes required for FoundryCo to manufacture
GPU Products for AMD in accordance with such roadmaps and this Section 2.1(c).
AMD agrees to regularly update FoundryCo with additional GPU Product Roadmap
Information consistent with the technology review and update process set forth
in Schedule B to this Amendment. [****] In the event that, following the [****]
described in Exhibit B, AMD selects a foundry partner other than FoundryCo to
manufacture a particular GPU Product, AMD shall [****] GPU Product Roadmap
Information on such GPU Product [****] such time that AMD has taped out such GPU
Product at such other AMD foundry partner. In addition, AMD shall continuously
[****] updated quarterly volume forecasts for each GPU Product [****] for as
long as AMD is ordering such GPU Product from [****]. For the avoidance of
doubt, AMD shall be required to [****] the GPU Product Roadmap Information,
beginning on the date hereof, for all GPU Products, regardless of whether or not
FoundryCo has qualified a process to produce such products and regardless of
whether AMD has committed or intends to commit the production of all or some of
its requirements for such GPU Products to one or more foundries other than
FoundryCo.

B. AMD shall establish an annual GPU Plan of Record that includes identified
GPU Products with quarterly wafer volumes sufficient to first achieve and then
maintain the GPU Minimum Percentage as set forth above. FoundryCo acknowledges
and agrees that AMD has sole discretion regarding the GPU Products it designs
and decides to have manufactured, and as a result, subject to the obligations
set forth in this Section 2.1, including

meeting the GPU Minimum Percentage as set forth above, AMD may change the GPU
Plan of Record in response to changes in the GPU Product market or in AMD’s
position in that market.

C. AMD and FoundryCo will establish separate GPU QTR/QBR and supporting
meetings on a regular cadence (basis) to track the parties’ product and process
technology requirements and progress in order to achieve the GPU Product
manufacturing and purchase commitments set forth in this Section 2.1(c) with the
same rigor and level of collaboration as the parties maintain in the development
and manufacture of MPU Products. Specifically, AMD and FoundryCo shall initially
use such processes to refine the GPU Plan of Record with the goal of
establishing FoundryCo’s ability to manufacture GPU Products and meeting the GPU
Minimum Percentage as soon as practicable.

D. The parties will develop formalized executive level oversight of the
commitments set out in this Section 2.1(c), including a designated executive at
each of AMD and FoundryCo to drive and track progress towards achieving the GPU
Product manufacturing targets set forth in the GPU Plan of Record. In addition
to the executive level oversight, each party shall document a process with
senior management accountability to align mid-level management execution of the
commitments set forth herein and coordinate communications between such
mid-level management at each party. This alignment process shall include
participation by non-operational executives of FoundryCo and AMD.

vii. For each GPU Product (including the first-tape out of such GPU Product),
FoundryCo shall have a [****] in accordance with the process set forth in
Exhibit B to manufacture such GPU Product. For the avoidance of doubt, the
parties agree that FoundryCo shall have such [****] in accordance with the
process set forth in Exhibit B with respect to each GPU Product (whether or not
such GPU Product is the first GPU Product) at each [****] of [****].

viii. AMD agrees not to sell, transfer or otherwise dispose of all or
substantially all of its or its Subsidiaries’ assets related to GPU Products and
related technology (including the equity interests of ATI Technologies ULC or
its other subsidiaries that own such assets) to any person (other than to AMD or
another of its Subsidiaries) without the consent of FoundryCo, unless the
transferee (A) agrees to be bound by the provisions of this Agreement with
respect to GPU Products, including FoundryCo’s [****] with respect to each GPU
Product and the commitments to purchase the GPU Volume Ramp Products as set
forth in this Section 2.1(c), and (B) agrees to purchase, on an annual basis,
GPU Products in an amount at least equal to the GPU Minimum Percentage.

2. AMENDMENTS RELATED TO CHIPSET PRODUCTS

2.1 Section 1.29.1

The following defined term shall be added to the Agreement immediately
following Section 1.29:

1.29.1 “Chipset Products” shall mean one
or more integrated circuits marketed and sold by AMD as a separate product, that
are manufactured at the [****]nm and any smaller Process Node, and that are
designed to mediate the flow of data between the central processing unit and
peripheral devices utilizing a PCI, PCIe, universal serial bus (USB), Serial ATA
(SATA), low pin count (LPC), Integrated Drive Electronics (IDE), Azalia HD Audio
(AZ), Serial Peripheral Interface (SPI), Secure Digital Input Output (SDIO) or
similar bus.

2.2 Section 2.1(f)

Section 2.1 of the Agreement shall be amended by the addition of the
following language as a new sub-Section 2.1(f), which shall read in its entirety
as follows:

(f) Chipset Volumes

i. Each party commits to, and the parties agree to work together to,
establish FoundryCo’s ability to manufacture Chipset Products via a [****]nm
bulk silicon process at the [****]nm Process Node and at all future smaller
Process Nodes for which AMD may purchase Chipset Products, with Specifications
to be agreed upon in advance by the parties in writing.

ii. AMD agrees that, beginning with the [****] family of Chipset Products
(or, subject to the last clause of this paragraph (ii), any successor or
replacement family of Chipset Products at the [****]nm and any smaller Process
Node)¹, and continuing for the entire duration of this Agreement, AMD
will purchase [****]% of its requirements (including the requirements of its
Subsidiaries) for any new Chipset Products from FoundryCo; provided, however,
that if AMD purchases a company or assets from a company that has at the time of
acquisition, Chipset Products in production or that have already taped out for
manufacture at a third party foundry, such acquired Chipset Products will not be
subject to this Section 2.1(f).

2.3 Section 7.1(c-2)

Section 7.1 of the Agreement shall be amended by the addition of the
following language as a new sub-Section 7.1(c-2) (to be inserted between
existing sub-Sections 7.1(c) and 7.1(d)), which shall read in its entirety as
follows:

¹ As of the effective date of this Amendment, the [****] Chipset
Product on AMD’s [****] is the one code-named [****].

(c-2) Chipset Product Pricing. The pricing for Chipset Products shall
be based on [****]. The price for Engineering Wafers for Chipset Products shall
be determined by [****].

3. AMENDMENTS RELATED TO MPU PRODUCT PRICING IN 2011

3.1 MPU Product Prices for 2011.

(a) Notwithstanding Section 7.1 and Exhibit A of the Agreement, the price for
MPU Products delivered by FoundryCo to AMD in 2011 (including MPU Products in
both [****] and [****] (as defined in Schedule D to this Amendment), and [****]
containing MPU Products (“PQUL Wafers“)) shall be as set forth
in Schedule D to this Amendment.

(b) Payment by AMD of the purchase price set forth in Schedule D to this
Amendment for MPU Products delivered in 2011 shall be, with respect to such MPU
Products, in lieu of the payment of (A) the price for [****] containing [****]
set forth in Section 1 of Exhibit A to this Agreement, and (B) the price for
[****] MPU Products set forth in Section 4 of Exhibit A to the Agreement.
Payments of the purchase prices set forth in Schedule D for MPU Products
delivered in 2011, however, shall be exclusive of and shall not affect the
obligation of AMD to pay for [****].

3.2 2011 Additional [****] Fixed Payments. In addition to the prices
set forth for purchases by AMD of MPU Products slated for delivery in 2011, AMD
agrees to pay FoundryCo certain additional fixed [****] payments (the
“2011 Additional [****] Fixed
Payments“) as set forth in Schedule D.

3.3 Consequence of Failure to be in Commercial Production in 2011

(a) FoundryCo shall be deemed to be in “Commercial Production in
2011” of [****] MPU Products if either one of these events has
occurred: (i) the achievement of the [****] milestone for the [****] (as defined
in Schedule A to this Amendment); or (ii) AMD has ordered [****] MPU Product
Production Wafers for delivery in [****] of 2011.

(b) In the event that FoundryCo does not enter into Commercial Production in
2011, then in lieu of AMD’s obligation to pay for [****] MPU Products as set
forth in Schedule D, FoundryCo may instead invoice any time after the [****] day
of [****] of 2011, and before the [****] day of the [****], AMD will pay within
forty-five (45) days of the invoice date, [****] Dollars ($[****]]),
representing [****] percent ([****]%) of FoundryCo’s [****] MPU Product fixed
costs. FoundryCo acknowledges that if it does not achieve Commercial Production
in 2011, then it will not have met the conditions to be entitled to receive the
2012 Additional [****] Payments (as defined below), and as a consequence the
2012 Additional [****] Payments will not have been earned and will not be
payable.

3.4 2012 Additional [****] Payments.

(a) Subject to the conditions set forth below, AMD will pay to FoundryCo the
aggregate additional amount of [****] Dollars ($[****]), payable in [****]
installments of [****] Dollars ($[****]) (collectively, the “2012
Additional [****] Payments“). The obligation to pay
the 2012 Additional [****] Payments is contingent upon FoundryCo being in
Commercial Production of [****] MPU Products in 2012, even if the Yields for
such [****] MPU Products fall below the Target Yield Curve (as defined in
Schedule D) for such [****] MPU Products in 2012.

(b) FoundryCo shall be deemed to be in “Commercial Production of
[****] MPU Products in 2012” if FoundryCo has achieved
Commercial Production in 2011 (as defined above), and on or after [****] fiscal
2012 FoundryCo continues to offer committed capacity to AMD to manufacture
[****] MPU Product Production Wafers for delivery in 2012.

(c) Notwithstanding subsection 3.4(a) above, the 2012 Additional [****]
payments are subject to reduction in the event that FoundryCo earns any Yield
Bonus Revenue as set forth in Section 12 of Schedule D.

(d) Subject to the provisions of this Amendment, [****] days prior to the end
of [****] in 2012, FoundryCo shall invoice, and AMD shall pay on or prior to the
last day of [****], the applicable 2012 Additional [****] Payment.

3.5 Reversion to Existing Pricing Model for MPU Products in 2012. On
and after January 1, 2012, except as set forth in Section 3.3 above, the parties
will revert to the MPU Product pricing set forth in Section 7.1(a) and Exhibit A
of the Agreement for all MPU Products.

3.6 Other Payment Obligations in 2011. During 2011, except as
explicitly set forth in this Amendment, the parties will continue to perform
their respective obligations under this Agreement, including forecasts, process
implementation procedures, etc. The financial terms in Schedule D incorporate
the payment of [****] Costs and [****] Costs under this Agreement, but will not
modify any other [****] or [****] obligations of the parties under the
Agreement. With respect to [****] Wafer Outs containing [****]nm MPU Products
that were originally ordered by AMD for delivery in [****], [****], such [****]
have been or will be invoiced at prices calculated according to Section 7.1(a)
and Exhibit A of the Agreement, and the prices for [****] will not be modified
by Schedule D of this Amendment.

4. AMENDMENTS RELATED TO FOUNDRYCO SALES ENTITIES

4.1 Section 1.48

Section 1.48 of the Agreement shall be amended and restated in its entirety
to read as follows:

1.48 “FoundryCo Sales Entities” shall mean USOpCo,
GFS, and any other direct or indirect wholly-owned subsidiaries of FoundryCo to
which FoundryCo has

delegated the responsibility to process purchase orders from AMD and to offer
to sell and sell Products to AMD in accordance with this Agreement.

5. AMENDMENTS RELATED TO AUDIT PROVISIONS

5.1 Additional Financial Review Procedures. Because this Amendment has
established MPU Product prices for 2011 on a [****] basis, rather than on a
[****] basis, the operational monitoring of the Agreement in 2011 will focus on
a process that includes monthly reporting of product shipments, payments, Yield
performance, [****], and a [****] (of billing versus [****]). FoundryCo also
agrees to support AMD’s monthly S&OP process, annual business planning
process and the long range planning process.

5.2 Additional FoundryCo Audit Rights. During 2011, FoundryCo shall
have audit rights, consistent with Section 8.1(b) of the Agreement, to verify
AMD’s compliance with its obligations with respect to [****] and [****]
inventories and dispositions thereof.

6. AMENDMENT RELATED TO ALLOCATION OF ADDITIONAL [****]
EXPENSES IN 2011

6.1 Incremental FoundryCo [****] in 2011 for Implementing [****]
Technology for AMD. During 2011 only, AMD may periodically identify and
request that FoundryCo invest in additional [****] for the purpose of enhancing
product performance or supporting very specific product features for the [****]
MPU Products. In the case where this [****] is unique, unrelated to the
established [****], and incremental to the FoundryCo base investment already
disclosed to AMD as of the Effective Date of this Amendment, AMD acknowledges
financial responsibility for the 2011 [****] associated with any such [****]
requested and approved by AMD. AMD requests for such [****] will be made during
the monthly meetings between the parties’ [****], and the financial
responsibility will be captured in the [****] process in 2011. As part of such
[****], the parties will agree in advance on the applicable [****] costs to be
passed through to AMD prior to FoundryCo’s purchase of such [****]. After 2011,
and for any [****] already incorporated into FoundryCo’s budget for 2011 and
requested as an incremental addition by AMD in 2011 as described above, the
terms of the Agreement, rather than the terms of this Section 6 of the
Amendment, shall apply.

7. AMENDMENTS RELATED TO DISPUTE RESOLUTION

7.1 Section 15.11 Governing Law; Dispute Resolution

Section 15.11(c) of the Agreement shall be amended and restated in its
entirety to read as follows:

(c) Any Dispute not resolved within thirty (30) days of the Dispute Notice
being received shall be referred to, and shall be finally and exclusively
resolved by, arbitration under the LCIA Rules then in effect, as amended by this
Section 15.11, which LCIA Rules are deemed to be incorporated by reference into
this Section 15.11. The seat, or legal place, of the arbitration shall be
London, England. The language of the arbitration shall be English. The

number of arbitrators shall be three. Each party shall nominate one
arbitrator and the two arbitrators nominated by the parties shall, within thirty
(30) days of the appointment of the second arbitrator, agree upon and nominate a
third arbitrator who shall act as Chairman of the Tribunal. If no agreement is
reached within thirty (30) days, the LCIA Court shall appoint a third arbitrator
to act as Chairman of the Tribunal. It is hereby expressly agreed that if there
is more than one claimant party or more than one respondent party, the claimant
parties shall together nominate one arbitrator and the respondent parties shall
together nominate one arbitrator. In the event that a sole claimant or the
claimant parties, on the one side, or a sole respondent or the respondent
parties, on the other side, fails to nominate its/their arbitrator, such
arbitrator shall be appointed by the LCIA Court. Any award issued by the
arbitrators shall be final and binding upon the parties, and, subject to this
Section 15.11, may be entered and enforced in any court of competent
jurisdiction by any of the parties. In the event any party subject to such final
and binding award desires to have it confirmed by a final order of a court, the
only court which may do so shall be a court of competent jurisdiction located in
London, England; provided however, that nothing in this sentence shall prejudice
or prevent a party from enforcing the arbitrators’ final and binding award in
any court of competent jurisdiction. The parties hereto acknowledge and agree
that any breach of the terms of this Agreement could give rise to irreparable
harm for which money damages would not be an adequate remedy. Accordingly, the
parties agree that, prior to the formation of the Tribunal, the parties have the
right to apply exclusively to any court of competent jurisdiction or other
judicial authority located in London, England for interim or conservatory
measures, including, without limitation, to compel arbitration (an
“Interim Relief Proceeding“). Furthermore, the parties agree
that, after the formation of the Tribunal, the arbitrators shall have the sole
and exclusive power to grant temporary, preliminary and permanent relief,
including injunctive relief and specific performance, and any then pending
Interim Relief Proceeding shall be discontinued without prejudice to the rights
of any of the parties thereto. Unless otherwise ordered by the arbitrators
pursuant to the terms hereof, the arbitrators’ expenses shall be shared equally
by the parties. In furtherance of the foregoing, each of the parties hereto
irrevocably submits to: (i) the exclusive jurisdiction of the courts of England
located in London, England in relation to any Interim Relief Proceeding and;
(ii) the non-exclusive jurisdiction of the courts of England located in London,
England with respect to the enforcement of any arbitral award rendered in
accordance with this Section 15.11; and, with respect to any such suit, action
or proceeding, waives any objection that it may have to the courts of England
located in London, England on the grounds of inconvenient forum. For the
avoidance of doubt, where an arbitral tribunal is appointed under this
Agreement, the whole of its award shall be deemed for the purposes of the New
York Convention on the Recognition and Enforcement of Foreign Arbitral Awards of
1958 to be contemplated by this Agreement, as the case may be (and judgment on
any such award may be entered in accordance with the provisions set forth in
this Section 15.11).

8. MISCELLANEOUS

Other than as expressly provided in this Amendment, no other amendments are
being made to the Agreement, and all other provisions of the Agreement shall
remain in full force and effect in accordance with the terms of the Agreement.

IN WITNESS WHEREOF, the parties have caused this Amendment to the Wafer
Supply Agreement to be executed as of the date first written above by their
respective officers thereunto duly authorized.

[Signature pages follow]


ADVANCED MICRO DEVICES, INC.

By: /s/ Thomas J. Seifert
Name:		Thomas J. Seifert
Title:		Senior Vice President, Chief Financial Officer and Interim Chief Executive Officer

Signature Page to Amendment to the Wafer Supply Agreement


GLOBALFOUNDRIES INC.

By:		/s/ Chia Song Hwee
Name: Chia Song Hwee Title: Chief Operating Officer

Signature Page to Amendment to the Wafer Supply Agreement


GLOBALFOUNDRIES U.S. INC.

By:		/s/ Robert Krakauer
Name: Robert Krakauer Title: CFO

Signature Page to Amendment to the Wafer Supply Agreement


GLOBALFOUNDRIES SINGAPORE PTE. LTD.

By: /s/ Robert Krakauer
Name: Robert Krakauer
Title: CFO

Signature Page to Amendment to the Wafer Supply Agreement

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