Exhibit 10.1

[Convenience Translation with selected schedules only]

EUR700,000,000

TERM LOAN FACILITY

AGREEMENT

dated 21 April 2004

as amended by Amendment Agreements dated 10 October 2006 and 25 February 2009

for

AMD FAB 36 LIMITED LIABILITY COMPANY & CO. KG

the Borrower

ABN AMRO BANK N.V.,

COMMERZBANK AKTIENGESELLSCHAFT, DEUTSCHE BANK

LUXEMBOURG S.A., DRESDNER KLEINWORT, KFW, LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE

and

LANDESBANK BADEN-WÜRTTEMBERG

(as legal successor of Landesbank Sachsen-Girozentrale)

as Mandated Lead Arrangers

DRESDNER BANK AG, NIEDERLASSUNG LUXEMBURG

as Facility Agent

with

DRESDNER BANK AG in Berlin

as Security Agent and Reporting Agent

CONTENTS

II

III

THIS AGREEMENT is made between:

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

In this Agreement:

“ Account Pledges ” means the following agreements providing for first ranking pledges over:

“ Affiliate ” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“ Agent ” means the Facility Agent, the Security Agent and/or the Reporting Agent, as the context requires.

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“ AMD Fab 36 Admin GmbH ” means a German limited liability company ( Gesellschaft mit beschränkter Haftung ) with its business address at Wilschdorfer Landstrasse 101, 01109 Dresden, Germany, registered at the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) in Dresden under HRB 22350.

“ AMD Fab 36 Holding GmbH ” means a German limited liability company ( Gesellschaft mit beschränkter Haftung ) with its business address at Wilschdorfer Landstrasse 101, 01109 Dresden, Germany, registered at the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) in Dresden under HRB 21270.

“ AMD Fab 36 Holding’s Assignment of Receivables ” means the assignment agreement dated 20 April 2004, as amended by the Security Amendment Agreement, providing for the assignment to the Security Agent of the claims of AMD Fab 36 Holding GmbH under the Cost Plus Reimbursement Agreement.

“ AMD Fab 36 LLC ” means a Delaware limited liability company with its business address at One AMD Place, Sunnyvale, CA 94088, United States, registered with the State of Delaware on 18 July 2003 and having its registered business address at 1209 Orange Street, Wilmington, 19801 Delaware, United States, of which the organizational identification number in the State of Delaware assigned by the Division of Corporations, as of the date hereof, is 3683217.

“ AMD Inc. ” means Advanced Micro Devices, Inc., a corporation organised under the laws of the state of Delaware, United States of America, having its principal place of business in Sunnyvale, California, United States of America.

“ Amendment Agreement ” means the amendment agreement dated 25 February 2009 relating to changes of this Agreement, the Guarantee Agreement, the Subordination Agreement and the Security Agency Agreement entered into between the Borrower, the Lenders, the Security Agent, the Reporting Agent, AMD Inc., FoundryCo, New German KG and others.

“ Amendment Date ” means the date of the Amendment Agreement.

“ Assignment of the AMD Call Options ” means the assignment agreements dated 20 April 2004, as amended by the Security Amendment Agreement, providing for the assignment to the Security Agent of rights under the Purchase Agreements over all the partner or equity interests ( Gesellschaftsanteile ) in the partnership of the Borrower.

“ Assignments of Claims ” means the following assignment agreements providing for the assignment to the Security Agent of all the claims against the Borrower of:

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“ Assignment of Insurance Claims ” means the assignment agreement dated 20 April 2004 providing for the assignment to the Security Agent of all of the Borrower’s claims under any insurance policies (with the exception of personal liability insurances and contractors‘ all risks insurances until completion of the building phase) it has taken out in relation to the Project.

“ Assignment of Material German Contracts ” means the assignment agreement dated 20 April 2004, as amended by the Security Amendment Agreement, providing for the assignment to the Security Agent of all the Material Contracts governed by German law entered into by the Borrower (but excluding the Partnership Agreement).

“ Assignment of Material US Contracts ” means the assignment agreement dated 20 April 2004, as amended on or about the Amendment Date, providing for the assignment to the Security Agent of claims and contractual rights under all the Material Contracts governed by the law of a state of the United States of America entered into by the Borrower.

“ Assignments of Receivables ” means the Borrower’s Assignment of Receivables, AMD Fab 36 Holding’s Assignment of Receivables and the Dutch BV 1 Assignment of Receivables, and “ Assignment of Receivables ” shall mean any of them.

“ Assignment of Service Agreement Claims ” means the assignment agreement dated on or about the Amendment Date, providing for the Assignment to the Security Agent of all claims of New German KG against AMD Fab 36 Holding GmbH under the Service Agreement.

“ Assignment of Warranties ” means the assignment agreement dated 20 April 2004 providing for the assignment to the Security Agent of warranty claims (including any underlying Security) under the warranty provided by the Project Engineer.

“ ATIC ” means Advanced Technology Investment Company, a company organised under the laws of the Emirate of Abu Dhabi, having its registered and principal office at P.O. Box 45005, Abu Dhabi, United Arab Emirates.

“ Auditors ” means Ernst & Young or another international auditing firm of similar repute and standing.

“ Authorisation ” means an authorisation, consent, approval, resolution, license, exemption, filing or registration.

“ Availability Period ” means the period from and including the Signing Date to and including 28 September 2007.

“ Available Commitment ” means a Lender’s Commitment minus:

“ Available Facility ” means the aggregate for the time being of each Lender’s Available Commitment.

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“ Base Currency ” means EUR.

“ Base Currency Amount ” means in relation to a Loan, the amount specified in the Utilisation Request delivered by the Borrower for that Utilisation (or, if the amount requested is denominated in USD, the amount converted into the Base Currency at the Facility Agent’s Spot Rate of Exchange on the date which is four (4) Business Days before the Utilisation Date or, if later, the date the Facility Agent receives the Utilisation Request), as adjusted to reflect any repayment, prepayment, consolidation or division of such Loan.

“ Base Financial Statements ” means:

“ Borrower’s Assignment of Receivables ” means the assignment agreement dated 20 April 2004, as amended by the Security Amendment Agreement, providing for the assignment to the Security Agent of the Borrower’s claims under the Cost Plus Reimbursement Agreement.

“ Break Costs ” means the amount (if any) by which:

exceeds:

“ Business Day ” means a day (other than a Saturday or Sunday) on which banks are open for general business in Frankfurt am Main, Berlin, Dresden, London, Luxembourg, and

“ Business Plan ” means the financial model dated 4 November 2003 for the period beginning on 1 January 2003 and ending on 31 December 2012, including profit and loss accounts, balance sheets and cash flow projections relating to the Project, in the agreed form set out in Schedule 7 ( The Business Plan ), together with a favourable opinion of Arthur D. Little dated 4 November 2003.

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“ Call Option ” means an agreement dated 20 April 2004, as amended by amendment agreement dated 19 April 2005, providing for call options in favour of the Security Agent in respect of the partner or equity interests ( Gesellschaftsanteile ) in the partnership of the Borrower or in the Participations held by Leipziger Messe GmbH and LM Beteiligungsgesellschaft mbH.

“ Cash ” has the meaning ascribed to such term in paragraph (a) of Clause 19.1 ( Financial Definition s).

“ Cash Equivalents ” has the meaning ascribed to such term in paragraph (a) of Clause 19.1 ( Financial Definition s).

“ Cash Reserve Account ” means an interest-bearing escrow account maintained by the Borrower with the Security Agent into which amounts are to be paid pursuant to Clause 20.35 ( Balancing Payments to and from Cash Reserve Account ) in the currency and in the amounts set out therein which are to be utilized exclusively for the purpose described therein.

“ Cash Reserve Account Pledge ” means an agreement providing for a first ranking pledge over the Cash Reserve Account.

“ Cash Shortfall ” means a Cash shortfall of the Borrower (whether in respect of operating or non-operating costs), including without limitation a Cash shortfall from cost overruns from capital expenditures or arising from reclamations of public allowances or grants ( Investitionszulagen / Investitionszuschüsse ) by the Federal/State Guarantor.

“ Change of Control ” means:

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For the purpose of this definition, “ Abu Dhabi Government ” means the Government of the Emirate of Abu Dhabi, and any political subdivision or agency thereof, or any legal entity which is a separate legal person, sovereign, corporate or otherwise, and which is an organ of the Government of the Emirate of Abu Dhabi or political subdivision thereof, or, with respect to any corporate person, a (directly or indirectly) wholly-owned Subsidiary of the Government of the Emirate of Abu Dhabi or political subdivision thereof.

“ Charged Assets ” means any assets of the Borrower that are secured in favour of the Security Agent pursuant to the Security Documents or any of them.

“ Closing ” means the date on which all of the initial conditions precedent set forth in Part I ( Initial Conditions Precedent ) of Schedule 2 ( Conditions Precedent ) are satisfied, or waived, in accordance with Clause 4.1 ( Initial Conditions Precedent ).

“ Commitment ” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“ Compliance Certificate ” means a certificate substantially in the form set out in Schedule 6 ( Form of Compliance Certificate ).

“ Confidentiality Undertaking ” means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 8 ( LMA Form of Confidentiality Undertaking ) or in any other form agreed between the Borrower and the Facility Agent.

“ Cost Plus Reimbursement Agreement ” means the following agreements:

“ Credit Rating ” means any corporate credit rating/corporate family rating assigned to AMD Inc. by Standard & Poor’s or Moody’s, respectively.

“ Dangerous Substance ” means any radioactive emissions and any natural or artificial substance (in whatever form) the generation, transportation, storage, treatment, use or disposal of which (whether alone or in combination with any other substance) gives rise to a risk of causing substantial harm to man or any other living organism or damaging the Environment or public health or welfare, including (without limitation) any controlled, special, hazardous, toxic, radioactive or dangerous waste.

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“ Debt Issue ” means any issue after the Signing Date of public or privately placed debt securities of the Borrower.

“ Default ” means an Event of Default or any event or circumstance specified in Clause 21 ( Events of Default ) that would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“ Dutch BV 1 ” means AMD Netherlands Technologies B.V., a limited liability company organized under the laws of The Netherlands with its business address at Locatellikade 1, 1076AZ Amsterdam, The Netherlands, registered at the Chamber of Commerce ( Kamer van Koophandel ) of Amsterdam under number file number 34316285.

“ Dutch BV 1 Assignment of Receivables ” means the assignment agreement dated on or about the Amendment Date, providing for the assignment to the Security Agent of the rights and claims of Dutch BV 1 against FoundryCo under the Guarantee Agreement.

“ EPC Contract ” means the agreement ( Generalübernehmervertrag ) dated 20 November 2003 made between the Borrower and the Project Engineer pertaining to the design and construction of the Project.

“ Environment ” means the media of air, water and land (wherever occurring) and in relation to the media of air and water includes, without limitation, the air and water within buildings and the air and water within other natural or man-made structures above or below ground and any water contained in any underground strata.

“ Environmental Claim ” means any claim by any person:

“ Environmental Contamination ” means each of the following and their consequences:

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“ Environmental Law ” means all laws, regulations, directives, codes of practice, circulars, guidance notices, instructions and the like issued by a governmental authority and having legal effect concerning the protection of human health, the Environment, the conditions of the work place or the generation, transportation, storage, treatment or disposal of Dangerous Substances.

“ Environmental License ” means any permit, license, authorisation, consent or other approval required by any Environmental Law.

“ Equipment ” means any equipment and tools (including any information technology software or hardware which is embedded or installed in, or essential for the working of, that equipment) to be owned by the Borrower and to be installed on the Site for the development and production of microprocessors on silicon wafers and which is required by the Borrower to implement the Project in accordance with the Business Plan.

“ Equity Issue ” means any issue of partnership interests or shares by the Borrower or any issue or grant of rights to subscribe for, or to convert any security into, partnership interests or shares in the Borrower.

“ Escrow Account ” means an interest-bearing escrow account (with two sub-accounts denominated in EUR and USD, respectively) to be maintained by the Borrower with the Security Agent (alternatively Cash Equivalents may be invested into a non-interest-bearing deposit account with the Security Agent), funded by Utilisations and utilised solely for the purpose set out in Clause 3 ( Purpose ) and Clause 7.4 ( Mandatory Prepayment from the Escrow Account ).

“ EU Notification Approval ” means the unconditional approval of the European Union in respect of the Federal/State Guarantee and in connection with any public allowances or grants ( Investitionszulagen/Investitionszuschüsse ) provided to the Borrower pursuant to a Subsidy Agreement, including a written confirmation by the European Union regarding its approval in respect of the Reorganisation.

“ EURIBOR ” means, in relation to any Loan:

as of the Specified Time on the Quotation Day for the offering of deposits in Euro for a period comparable to the Interest Period of the relevant Loan.

“ EUR Outstandings ” means, at any time, the aggregate of the amounts of the outstanding Loans denominated in EUR.

“ Event of Default ” has the meaning ascribed to such term in Clause 21.1 ( Acceleration ).

“ Excess Contributed Capital Amount ” means the amount, from time to time, of capital in the Borrower contributed by FoundryCo or its Affiliates in excess of the amount required to be contributed prior to first Utilisation pursuant to Part II ( Conditions Precedent to first Utilisation ) of Schedule 2 ( Conditions Precedent ).

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“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission from time to time promulgated thereunder.

“ Existing Indebtedness ” means the Financial Indebtedness or other indebtedness of the Borrower outstanding prior to the date of initial Utilisation, but does not include Financial Indebtedness arising under the Revolving Credit Agreement or a Subordinated Loan Agreement.

“ Existing Security ” means the Security granted or existing over the assets of the Obligors that is existing prior to the date of initial Utilisation.

“ Exit Agreement ” means the exit agreement ( Ausscheidensvereinbarung ) dated on or amout the Amendment Date made between AMD Inc., the Free State of Saxony, LM Beteiligungsgesellschaft mbH, Leipziger Messe GmbH, AMD Fab 36 Holding GmbH, AMD Fab 36 Admin GmbH, AMD Fab 36 LLC and the Borrower providing for the transfer by Leipziger Messe GmbH and LM Beteiligungsgesellschaft mbH of their partnership interests in the Borrower to AMD Fab 36 Holding GmbH, AMD Fab 36 Admin GmbH and the General Partner, respectively, and of the interest of Leipziger Messe GmbH in the silent participation between the Borrower and the Limited Partners to AMD Fab 36 Holding GmbH and AMD Fab 36 Admin GmbH.

“ Extended Termination Date ” means a date up to three (3) years after the Termination Date proposed by the Borrower and approved by each Lender and the Federal/State Guarantors as the date by which all Loans must be repaid following an extension of the Termination Date for the Loans pursuant to Clause 6.3 ( Extension of Termination Date ) but not later than the date which is the tenth (10 ^th ) anniversary of the Signing Date or, if that is not a Business Day, the immediately preceding Business Day.

“ Facility ” means the term loan facility made available under this Agreement as described in Clause 2 ( The Facility ).

“ Facility Agent’s Spot Rate of Exchange ” means the Facility Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the European foreign exchange market at or about 12.00 noon on a particular day.

“ Facility Amount ” means the higher of (i) seven hundred million (700,000,000) EUR and (ii) the amount of the Outstandings.

“ Facility Office ” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“ Federal/State Guarantee ” means the guarantees granted by the Federal/State Guarantors for the benefit of the Lenders and the Agents (after realisation of all Transaction Security, subject however to a limited right of advance appropriation in favour of the Finance Parties in relation to the Security constituted by the Cash Reserve Account Pledge) in respect of eighty (80)  per cent . of all losses (except certain currency-related losses) sustained by the Lenders and the Agents in respect of the Finance Documents in accordance with the terms set out in the Federal/State Guarantors Decision.

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“ Federal/State Guarantors ” means:

“ Federal/State Guarantors Decision ” means the decision of the Federal/State Guarantors and of PwC Deutsche Revision Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (“ PwC ”) based on the inter-ministerial committee meetings ( interministerielle Sitzungen ) dated 6/17 November 2003 and based on the letters of PwC in connection therewith dated 17 March 2004, 7 April 2004 and 8 April 2004 ( Bürgschaftsentscheidung ), as set out in Schedule 12 ( Federal/State Guarantors Decision ), as further amended by the letters of PwC dated 3 and 20 January 2005, 20 and 22 December 2005, 6 February 2006, 11 October 2006, 10 February 2009 (in relation to the Reorganisation) and 10 February 2009 (in relation to the withdrawal of Leipziger Messe GmbH as limited partner in the Borrower and related matters).

“ Fee Letters ” means the letter dated 28 November 2003 made between the Mandated Lead Arrangers, the Borrower and the Guarantor and the letter dated 16 April 2004 made between the Facility Agent and the Borrower setting out any of the fees referred to in Clause 11 ( Fees ), and “ Fee Letter ” means any of them.

“ Finance Documents ” means this Agreement, any Fee Letter, any Security Document and any other document designated as such by the Facility Agent and the Borrower and “ Finance Document ” means any of them.

“ Finance Parties ” means the Facility Agent, the Security Agent, the Reporting Agent, the Mandated Lead Arrangers and the Lenders and “ Finance Party ” means any of them.

“ Financial Indebtedness ” means any indebtedness for or in respect of:

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“ Fiscal Quarter ” means each of those periods of approximately thirteen weeks ending on 31 March, 30 June, 30 September and 31 December in each financial year.

“ FoundryCo ” means The Foundry Company, an exempted company incorporated under the laws of the Cayman Islands, with its registered and principal office at Maple Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY-1104, Cayman Islands.

“ FoundryCo Group ” means FoundryCo and its Subsidiaries from time to time and “ member of the FoundryCo Group ” shall be construed accordingly.

“ Funding Agreement ” means the Funding Agreement dated on or about the Amendment Date of which a draft has been deposited with the SEC by AMD Inc.

“ General Partner ” means AMD Fab 36 LLC or, upon substitution of the former by AMD Fab 36 Admin GmbH as general partner of the Borrower, the latter.

“ German GAAP ” means generally accepted accounting principles generally used by the accounting profession and in effect in Germany from time to time ( Grundsätze ordnungsmässiger Buchführung ).

“ German Qualifying Lender ” means:

but only if the Lender described in this paragraph (a) (and further, (A) in the case of a partnership, each member of the partnership, and (B) in the case of a company which carries on a trade or business in Germany through a branch or agency, the branch or agency) is entitled to receive any and all payments under the Finance Documents (subject to completion of any procedural formalities) without a Tax Deduction; or

“ German Treaty ” means a double taxation agreement with Germany which makes provision for full exemption of tax imposed by Germany on interest.

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“ German Treaty Lender ” means a Lender which:

“ German Treaty State ” means a jurisdiction to which a German Treaty applies.

“ Germany ” means the Federal Republic of Germany.

“ Global Assignment of Receivables ” means the assignment agreement dated 20 April 2004, as amended by the Security Amendment Agreement, providing for the assignment to the Security Agent of all existing and future claims of the Borrower for goods and services provided, or based on other legal grounds, that it holds against all of its debtors with the exception of such claims which have been assigned under the other Security Documents.

“ Group ” means AMD Inc., FoundryCo and their respective Subsidiaries from time to time, and “ member of the Group ” shall be construed accordingly.

“ Group Consolidated Cash ” means for any fiscal month of AMD Inc. the amount of all cash, cash equivalents and short-term investments of AMD Inc. (other than amounts which are “restricted cash” within the meaning of US GAAP, including cash and cash equivalents which are the subject of Security in favour of any party (other than Transaction Security); this exclusion shall however not apply to Security in favour of any relevant account bank constituted by (i) application of standard terms and conditions of financial institutions, (ii) other standard and customary terms and conditions or (iii) operation of law, in each case in respect of accounts which are not subject to any requirement to maintain a minimum balance on such accounts), FoundryCo and of all of their respective Subsidiaries for any periods during which the consolidated results of FoundryCo must be consolidated with those of AMD Inc. for the purposes of the financial statements referred to in paragraph (a) of Clause 18.1 ( Financial Statements ) in accordance with US GAAP, calculated employing the same method applied in calculating the annual audited and quarterly unaudited consolidated financial statements of AMD Inc. in accordance with the terms of the Guarantee Agreement, less the aggregate amount of all outstandings under any third-party revolving credit facility agreement (or third party term loan agreement for borrowed money with an original maturity of up to one (1) year) of AMD Inc. and any member of the Group.

“ Group Structure Chart ” means the chart entitled “The Foundry Company - Legal Structure (1)” showing all members of the FoundryCo Group and their respective shareholdings in each of their Subsidiaries, to be provided pursuant to the terms of the Amendment Agreement.

“ Guarantee Agreement ” means a guarantee agreement entered into on 21 April 2004, as amended on 10 October 2006 and as further amended on the Amendment Date and made between AMD Inc., FoundryCo, Dutch BV 1, the Borrower, the Security Agent and the Facility Agent (acting for the Lenders) containing the irrevocable and unconditional joint and several guarantee granted by the Guarantors for the benefit of each Finance Party in

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respect of the punctual performance by the Borrower of all its payment obligations under the Finance Documents (up to the Facility Amount and all interest and other amounts payable under the Finance Documents to which the Borrower is a party), including an indemnity in relation to repayment claims made in connection with any public allowances or grants ( Investitionszulagen/Investitionszuschüsse ).

“ Guarantors ” means AMD Inc. and FoundryCo.

“ Holding Company ” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“ Information Memorandum ” means the information memorandum dated 10 February 2004 concerning the Borrower and certain members of the Group, prepared by Dresdner Kleinwort Wasserstein using information provided by the Borrower and the Guarantor in relation to the Project, agreed between the Mandated Lead Arrangers and the Borrower, approved by the Borrower and distributed by Dresdner Kleinwort Wasserstein on behalf of the Mandated Lead Arrangers and the Borrower prior to the Signing Date to the Original Lenders.

“ Initial Margin ” means two (2.00)  per cent. per annum .

“ Insurance Adviser ” means Willis Limited, Aon Risk Services Inc. of Northern California Insurance Services or any person who replaces them as Insurance Adviser from time to time with the consent of the Majority Lenders and the Borrower.

“ Insurance Proceeds ” means the total cash proceeds of any insurance claim intended to compensate for damage to any asset of the Borrower (excluding proceeds received in respect of insurance claims for (i) interruption of business or (ii) loss of inventory) received by it in EUR (or if not received in EUR, it’s equivalent in EUR based on the Facility Agent’s Spot Rate of Exchange on the date of receipt), after deducting:

“ Insurance Report ” means the report referred to in paragraph (c) of the definition of “ Report ”.

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“ Intellectual Property ” means any and all rights and interests existing now or in the future in any part of the world in or relating to registered and unregistered trade marks and service marks, domain names, patents, registered designs, utility models, trade names, business names, registered or unregistered copyrights in published works, inventions registered or unregistered, data base rights, know-how, any other intellectual property rights and any applications for any of the foregoing and any goodwill therein.

“ Intellectual Property Rights ” means any rights of an Obligor to Intellectual Property.

“ Interest Period ” means, in relation to a Loan, each period determined in accordance with Clause 9 ( Interest Periods ) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.6 ( Default Interest and Penalty ).

“ Joint Venture ” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

“ Land Charge ” means all documents to be executed by the Borrower required for the creation of a first ranking land charge in chapter III over all real property of the Borrower located at Wilschdorfer Landstrasse, 01109 Dresden, partial area of approximately 199,000 square meters of the parcel ( Flurstück ) 121/5 in the communal district Wilschdorf, currently file 851 of the land register at the land registry Dresden for Wilschdorf and the security purpose agreement ( Zweckbestimmungserklärung ) in relation to such land charge.

“ Lender ” means:

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“ LIBOR ” means, in relation to any Loan:

as of the Specified Time on the Quotation Date for the offering of deposits in Dollar for a period comparable to the Interest Period of the Relevant Loan.

“ License Agreement ” means the perpetual license agreement dated on or about the Amendment Date and made amongst AMD Inc., FoundryCo, Dutch BV 1, AMD Fab 36 Holding GmbH and the Borrower, all listed in Schedule 13 ( Project Documents ).

“ Limited Partners ” means:

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“ LMA ” means the Loan Market Association.

“ LMB Share Transfer Agreement ” means the notarial share sale and transfer agreement dated on or about the Amendment Date between Leipziger Messe GmbH as seller and New German KG as purchaser in respect of the sale and transfer of all shares in LM Beteiligungsgesellschaft mbH.

“ Loan ” means a loan made or to be made by way of a cash advance under the Facility or the principal amount outstanding for the time being of that loan.

“ Majority Lenders ” means:

“ Management Plan ” means each management plan delivered by the Borrower to the Facility Agent pursuant to paragraph (c) of Clause 18.1 ( Financial Statements ).

“ Management Service Agreement ” means the agreement dated 31 October 2003, as amended on or about the Amendment Date and made amongst the Borrower and AMD Saxony Limited Liability Company & Co. KG and listed in Schedule 13 ( Project Documents ).

“ Mandatory Cost ” means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 4 ( Mandatory Cost Formula ).

“ Margin ” means the percentage rate per annum determined in accordance with Clause 8.2 ( Margin Ratchets ) to Clause 8.4 ( No Margin Ratchets in Events of Default ).

“ Material Adverse Effect ” means a material adverse effect on:

“ Material Contracts ” means the documents listed in Schedule 16 ( The Material Contracts ) as at the date of this Agreement, and any other documents designated as such by the Majority Lenders (acting through the Facility Agent) and the Borrower, and “ Material Contract ” means any of them.

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“ Minimum Cash ” has the meaning ascribed to such term in Clause 20.18 ( Minimum Cash Balances ).

“ Minimum Reserve Cost ” means, in respect of a Lender, any Mandatory Cost, including the cost (if any) of its complying with any reserve asset, liquidity or other regulatory requirements affecting it, expressed as a percentage rate per annum .

“ Month ” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules (a) to (c) will only apply to the last Month of any period.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Net Proceeds ” means, in relation to:

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“ New German KG ” means AMD Management Services Limited Liability Company & Co. KG, a German limited partnership with its business address at Wilschdorfer Landstrasse 101, 01109 Dresden, Germany, registered at the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) in Dresden under HRA 7256.

“ Obligor ” means the Borrower or any of the Guarantors.

“ Original Lender ” means any of the financial institutions listed in Schedule 1 ( The Original Lenders ).

“ Outstandings ” means, at any time, the sum of the EUR Outstandings and, converted for that purpose into EUR at the Facility Agent’s Spot Rate of Exchange at the relevant time, the USD Outstandings (which amounts will also include, without double-counting, any sums deposited into the Escrow Account).

“ Participating Member State ” means any member state of the European Communities that adopts or has adopted the EUR as its lawful currency in accordance with legislation of the European Union relating to European Monetary Union.

“ Participation ” means each of the interests of the silent partners in the silent participation ( stille Gesellschaft ) between the Borrower and the Limited Partners.

“ Participation Agreement ” means the agreement ( Vertrag über die Errichtung einer stillen Gesellschaft ) dated 21 April 2004, as amended on 19 April 2005 and by the Exit Agreement and as further amended by an amendment agreement dated on or about the Amendment Date, and made between the Borrower and Leipziger Messe GmbH and the Limited Partners.

“ Partnership Agreement ” means the partnership agreement ( Kommanditgesellschaftsvertrag ) of the Borrower dated 21 April 2004, as amended on 19 April 2005 and by the Exit Agreement and as further amended by an amendment agreement dated on or about the Amendment Date.

“ Partnership Interest Pledges ” means the agreements providing for first ranking pledges over the partner or equity interests ( Gesellschaftsanteile ) in the partnership of the Borrower granted by:

relating to all present and future partnership interests held by such partners.

“ Party ” means a party to this Agreement and includes its successors in title, permitted assigns and permitted transferees.

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“ Permitted Business ” means, in relation to the Borrower, the business of a silicon foundry, including the design, development, manufacture, marketing and sales of integrated circuits, together with any activity which is ancillary or incidental to any of the above.

“ Permitted Disposal ” means:

“ Permitted Distributions ” means:

and is continuing (unless otherwise determined by the Majority Lenders), (A) distributions by the Borrower in amounts necessary to permit the Limited Partners, or any Holding Company of the Limited Partners on their behalf, to pay when due and payable any amount of German income taxes required to be paid by the Limited Partners on their income on the annual profits of the partnership as partners of the Borrower and on the annual profits from the Participation and (B) provided that the Credit Rating at the date of such distribution is B3 or better by Moody’s and B- or better by Standard & Poor’s, distributions (by way of dividends, repurchase, redemption or otherwise) by the Borrower to AMD Fab 36 Holding GmbH or any Holding Company or Affiliate thereof on its behalf, in amounts not exceeding, in the aggregate, the Excess Contributed Capital Amount other than Excess Contributed Capital Amounts which have been made available pursuant to paragraph (b) (iv) below;

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“ Permitted Indebtedness ” means any Financial Indebtedness:

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“ Permitted Loans and Guarantees ” means:

“ Permitted Security ” means:

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“ Prime Bank ” means a financial institution with a rating of not lower than A3 (Moody’s Investor Services, Inc.) or A- (Standard & Poor’s Corporation).

“ Project ” means the construction and operation of a 300mm silicon wafer microprocessor fabrication facility located at Wilschdorfer Landstrasse, 01109 Dresden to be owned and operated by the Borrower with a planned total capital expenditure (including, without limitation, construction costs) by 31 December 2007 of approximately two billion, four hundred million (2,400,000,000) EUR.

“ Project Documents ” means the documents listed in Schedule 13 ( The Project Documents ) as at the Amendment Date, and any other documents entered into by either Obligor that are not Finance Documents, are required in relation to the Project and are designated as such by the Facility Agent and the Borrower, and “ Project Document ” means any of them.

“ Project Engineer ” means M+W Zander Facility Engineering GmbH or any person who replaces them as Project Engineer from time to time with the consent of the Majority Lenders and the Borrower.

“ Project Works ” means the design, development and construction of the Project at the Site and any other works contemplated in the Project Documents in relation to the Project.

“ Purchase Agreement ” means the purchase agreement dated 21 April 2004, as amended on 19 April 2005 and , by the Exit Agreement, on or about the Amendment Date, made between Leipziger Messe GmbH, AMD Fab 36 Holding GmbH, AMD Fab 36 Admin GmbH and FoundryCo, concerning partner or equity interests ( Gesellschaftsanteile ) in the partnership of the Borrower ( “Kaufvertrag über Kommanditgesellschaftsanteile” ) and the purchase agreement dated 21 April 2004, as amended on 19 April 2005 and , by the Exit Agreement, on or about the Amendment Date, made between Leipziger Messe GmbH, AMD Fab 36 Holding GmbH, AMD Fab 36 Admin GmbH, FoundryCo and the Borrower concerning the Participation ( “Kaufvertrag über stille Beteiligungen” ).

“ Qualifying Lender ” means in respect of any payment by the Borrower or any Guarantor which is capable of attracting a Tax Deduction (as defined in Clause 12.1 ( Definitions )), a Lender which is beneficially entitled to a payment of interest under a Finance Document and which is both a German Qualifying Lender and a US Qualifying Lender.

“ Quarter Date ” means the last day of each Fiscal Quarter.

“ Quotation Date ” means, in relation to any period for which an interest rate is to be determined, (i) (if the currency is Euro) two TARGET Days before the first day of that period and (ii) (if the currency is Dollar) two Business Days before the first day of that period, in each case unless market practice differs in the European interbank market (or if the currency is Dollar, in the London interbank market), in which case the Quotation Day will be determined by the Facility Agent in accordance with market practice in the relevant interbank market (and if quotations would normally be given by leading banks in the relevant interbank market on more than one day, the Quotation Day will be the last of those days).

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“ Real Estate Appraiser ” means Angermann & Lüders GmbH & Co. KG or any person who replaces them as Real Estate Appraiser from time to time with the consent of the Majority Lenders and the Borrower.

“ Reference Banks ” means Commerzbank Aktiengesellschaft, Landesbank Baden-Württemberg and Dresdner Bank AG and the principal offices of such other banks as may be appointed by the Facility Agent in consultation with the Borrower.

“ Relevant Invoice ” means, in relation to a Utilisation Request, each invoice in relation to which that Utilisation Request has been given, as identified in such Utilisation Request and relating to the purchase of Equipment and the payment of costs for Services incurred by the Borrower for the purposes of implementing the Project (in accordance with the Business Plan).

“ Relevant Period ” has the meaning given to it in Clause 19.1 ( Financial Definitions ).

“ Reorganisation ” has the meaning ascribed to that term in the Amendment Agreement and made between, inter alia , the Borrower, the Guarantors, the Lenders, the Facility Agent and the Security Agent.

“ Repayment Date ” means each of the dates specified in the table in Clause 6.1 ( Repayment of the Loans ).

“ Repayment Instalment ” means, in relation to each Repayment Date, the amount by which the aggregate principal amount of the EUR Outstandings and the USD Outstandings is to be reduced on that Repayment Date in accordance with paragraph (a) of Clause 6.1 ( Repayment of the Loans ), as reduced, if applicable, in accordance with Clause 7.1 ( Illegality ) to Clause 7.4 ( Mandatory Prepayment from the Escrow Account ) (inclusive), or Clause 7.7 ( Voluntary Prepayment of the Loans ) to 7.10 ( Right of Repayment and Cancellation in Particular Circumstances ) (inclusive).

“ Repeating Representations ” means each of the representations set out in Clause 17.2 ( Status ) to Clause 17.8 ( Governing Law and Enforcement ) (inclusive), Clause 17.11 ( No Default ) to Clause 17.23 ( No Security ) (inclusive) and Clause 17.27 ( Management Plans ) to Clause 17.31 ( Compliance with Laws and Regulations ) (inclusive).

“ Reports ” means:

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each such Report, other than that set out in paragraph (d) above, being addressed to, or permitted to be relied upon by, the Finance Parties, and “ Report ” shall be construed accordingly.

“ Required Insurance ” means the insurance cover under the policies taken out pursuant to the contracts set out in Schedule 17 ( Required Insurance ).

“ Revolving Credit Agreement ” means the revolving credit agreement in an amount of EUR 750,000,000 dated 21 April 2004, as amended on or about the Amendment Date, and made between FoundryCo and the Borrower.

“ Screen Rate ” means:

displayed on the appropriate page of the Telerate screen. If the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.

“ SEC ” means the United States Securities and Exchange Commission or other successor United States governmental authority.

“ Security ” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“ Security Agency Agreement ” means the security agency agreement dated 20 April 2004, as amended on or about the Amendment Date, made, inter alia , between the Borrower, the Guarantors, the General Partner, LM Beteiligungsgesellschaft, AMD Fab 36 Admin GmbH, AMD Fab 36 Holding GmbH and the Finance Parties.

“ Security Amendment Agreement ” means the global amendment agreement dated on or about the Amendment Date made between, inter alia , the Borrower, AMD Inc., the General Partner, LM Beteiligungsgesellschaft mbH, AMD Fab 36 Admin GmbH, AMD Fab 36 Holding GmbH and the Finance Parties, in respect of certain changes made to the Security Documents.

“ Security Assignment ” means the assignment agreements dated 20 April 2004 providing for the assignment to the Security Agent of the fixed and current assets of the Borrower.

“ Security Documents ” means:

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“ Security Providers ” means the Federal/State Guarantors and the Obligors (or Subsidiaries of the Obligors), and “ Security Provider ” means any of them.

“ Selection Notice ” means a notice substantially in the form set out in Part II of Schedule 3 ( Requests ) given in accordance with Clause 9 ( Interest Periods ).

“ Services ” means the installation and commissioning of the Equipment and any additional building and installation services associated therewith.

“ Services Agreement ” means the service level agreement concerning certain administrative services to be provided by New German KG dated on or about the Amendment Date and made between New German KG, AMD Fab 36 Holding GmbH and the Borrower.

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“ Share Pledges ” means the following agreements providing for (save for Permitted Security) first ranking pledges over:

relating to all present and future shares held by such partners.

“ Signing Date ” means the date of this Agreement.

“ Site ” means the real property purchased and buildings to be erected at Wilschdorfer Landstrasse, 01109 Dresden in relation to the Project, registered with the Wilschdorf land register at the Dresden local court, district ( Gemarkung ) of Wilschdorf, folio 1019, parcel ( Flurstück ) no. 121/6.

“ Specified Time ” means a time determined in accordance with Schedule 9 ( Timetables ).

“ Standard & Poor’s ” means Standard & Poor’s Corporation.

“ Step Plan ” means the step plan prepared by AMD Inc. in the agreed form, describing the measures to be implemented for the purposes of the Reorganisation, to be provided in accordance with the terms of the Amendment Agreement.

“ Subordinated Loan ” means any loan made to, or debt instrument issued by, the Borrower, under a Subordinated Loan Agreement, the Revolving Credit Agreement or any other document or instrument, which is subordinated to the rights and claims of the Finance Parties in accordance with the Subordination Agreement.

“ Subordinated Loan Agreement ” means any agreement pursuant to which FoundryCo (or a direct or indirect wholly-owned Subsidiary of FoundryCo) provides or has acquired a subordinated loan to the Borrower, which subordinated loan will be subject to the restrictions imposed by Clause 20.20 ( Subordinated Loans ) and Clause 20.21 ( Distributions ).

“ Subordination Agreement ” means the subordination agreement dated 20 April 2004, as amended on or about the Amendment Date, made amongst, inter alia , the Borrower, the Guarantors, the General Partner, the Limited Partners and the Finance Parties in relation to the equity and subordinated debt of the Borrower and other claims of the Affiliates of the Borrower.

“ Subsidiary ” means, in relation to any company, corporation or partnership:

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and, for this purpose, a company, corporation or partnership shall be treated as being controlled by another if that other company, corporation or partnership is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“ Subsidy Agreement ” means any agreement made by the Borrower or any administrative decision ( Bescheid ) addressed to the Borrower in relation to grants and/or allowances ( Investitionszulagen/Investitionszuschüsse ) in connection with the Project and any statutory or other obligations imposed on the Borrower associated therewith.

“ TARGET ” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system commonly known as “TARGET2” which utilises a single shared platform and which was launched on 19 November 2007.

“ TARGET Day ” means any day on which TARGET is open for the settlement of payments in EUR.

“ Tax ” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“ Technical Adviser ” means Fraunhofer Institut Siliziumtechnologie (ISIT), Fraunhoferstraße 1, 25524 Itzehoe, or any person who replaces them as Technical Adviser from time to time with the consent of the Majority Lenders and the Borrower.

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“ Technical Appraiser ” means Emerald Technology Valuations LLC or any person who replaces them as Technical Appraiser from time to time with the consent of the Majority Lenders and the Borrower.

“ Technical Completion ” means attainment of the following:

“ Termination Date ” means 31 March 2011.

“ Total Commitments ” means the aggregate of the Commitments, being seven hundred million (700,000,000) EUR at the Signing Date.

“ Transaction Documents ” means the Finance Documents and the Project Documents and any other document designated as such by the Facility Agent and the Borrower, and “ Transaction Document ” means any of them.

“ Transaction Security ” means any Security for all or any part of the obligations of the Borrower under the Finance Documents or any of them expressed to be created by or pursuant to, or to be evidenced in, the Security Documents or any of them.

“ Transfer Certificate ” means a certificate substantially in one of the forms set out in Schedule 5 ( Form of Transfer Certificates ) or any other form agreed between the Facility Agent and the Borrower.

“ Transfer Date ” means, in relation to a transfer, the later of:

“ Treasury Transaction ” means any currency or interest purchase, cap or collar agreement, forward rate agreement, interest rate or currency future or option contract, foreign exchange or currency purchase or sale agreement, interest rate swap, currency swap or combined interest rate and currency swap agreement and any other similar agreement.

“ Treaties ” means the German Treaty and the US Treaty, and “ Treaty ” means any of them.

“ Treaty State ” means a jurisdiction having both a German Treaty and a US Treaty.

“ Unpaid Sum ” means any sum due and payable but unpaid by the Borrower under the Finance Documents.

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“ US GAAP ” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), as applicable.

“ USD Outstandings ” means, at any time, the aggregate of the outstanding Loans denominated in USD.

“ US Qualifying Lender ” means:

“ US Treaty ” means a double taxation agreement with the United States which makes provision for full exemption of tax imposed by the United States on interest.

“ US Treaty Lender ” means a Lender which:

“ US Treaty State ” means a jurisdiction to which a US Treaty applies.

“ Utilisation ” means a utilisation of the Facility.

“ Utilisation Date ” means the date of a Utilisation, being the date on which the relevant Loan is made or to be made.

“ Utilisation Request ” means a notice substantially in the form set out in Part I of Schedule 3 ( Requests ).

“ VAT ” means value added tax and any other tax of a similar nature.

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SECTION 2

THE FACILITY

Subject to the terms of this Agreement, the Lenders make available to the Borrower a term loan facility to be utilised in either EUR or USD in an aggregate amount the Base Currency Amount of which is equal to the Total Commitments.

The Borrower shall:

apply all amounts borrowed by it under the Facility in or towards the payment of the Relevant Invoices (unless the Utilisation(s) are made for the purposes of being deposited into the Escrow Account).

The Borrower will ensure that within five (5) Business Days of the Signing Date, the Facility Agent will have received all of the documents and other evidence listed in Part I ( Initial Conditions Precedent ) of Schedule 2 ( Conditions Precedent ) in form and substance satisfactory to the Facility Agent. The Facility Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

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The Lenders will only be obliged to comply with Clause 5.4 ( Lenders’ Participation ) if on the date of any further Utilisation Request and on the proposed Utilisation Date, and the Facility Agent will only be obliged to permit a withdrawal from the Escrow Account (other than as required for investments in permitted Cash Equivalents) if on the date of a request for such withdrawal and on the date of such withdrawal:

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SECTION 3

UTILISATION

The Borrower may utilise the Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than at the Specified Time.

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If, prior to the date on which it receives a Utilisation Request, the Facility Agent receives a notice of cancellation of the whole or part of the Available Facility which is to take effect under Clause 7.8 ( Voluntary Cancellation ) on a date falling on or after such date (but before the Loan requested in that Utilisation Request has been made), such Available Facility shall be treated, for the purpose of Clause 5.3 ( Currency and Amount ), as if it had already been reduced by the amount of such cancellation (as specified in such notice). Nothing in this Clause 5.5 shall be treated as reducing any Lender’s Available Commitment under the Facility for the purposes of Clause 11.1 ( Commitment Fee ) prior to the date on which such cancellation would otherwise take effect pursuant to such cancellation notice.

If a Lender’s Commitment is cancelled under Clause 7.1 ( Illegality ) or Clause 7.10 ( Right of Repayment and Cancellation in Particular Circumstances ) after the Facility Agent has received a Utilisation Request but before the Loan requested in that Utilisation Request has been made, then, unless the commitment to advance an amount equal to the proportion which such Lender’s Commitment bore to the Total Commitments immediately prior to such cancellation taking effect (the “ Affected/Subject Lender’s Proportion ”) is assumed by, either:

within one (1) day of receipt of such Utilisation Request, that Loan shall be reduced by the amount of the Affected/Subject Lender’s Proportion.

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The Borrower shall select the currency of a Loan in a Utilisation Request. A selection of USD as the currency for a Loan is not possible when

If before any Quotation Day:

the Facility Agent will give notice to the Borrower to that effect by 11 a.m. on that Quotation Day. In this event, any Lender that gives notice pursuant to this Clause 5.8 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion of the Base Currency Amount) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.

Loans denominated in USD cannot be reconverted to EUR, except as provided in Clause 20.36 ( Reconversion of USD Outstandings ).

Each Lender’s participation in a Loan will be determined in accordance with paragraph (b) of Clause 5.4 ( Lenders’ participation ).

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

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If on any scheduled Repayment Date the Credit Rating is Caa2 or lower by Moody’s or CCC or lower by Standard & Poor’s, the Borrower shall, in accordance with the directions of the Facility Agent (acting on the instructions of the Majority Lenders), ensure that the Cash reserves to be held in accordance with Clause 20.18 ( Minimum Cash Balances ) shall be increased as provided in paragraphs (a) and (b) of that Clause.

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the Borrower may request of the Affected Lender, and the Affected Lender shall in good faith consider such request, that it transfer all of its Loans and Commitments to such Eligible Transferee in accordance with Clause 22.5 ( Procedure for Transfer ); provided that , prior to or concurrently with such replacement:

within a period of one hundred and eighty (180) days from the date of receipt of such Net Proceeds by the Borrower; provided however , that the Borrower shall be deemed to have applied Net Proceeds in accordance with this Clause 7.2 prior to the expiration of such one hundred and eighty (180) days if and to the extent it has presented to the Facility Agent one or more bona fide purchase orders for property or assets to be used in connection with the Project;

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in either case, within a period of one hundred and eighty (180) days from the date of receipt of such Insurance Proceeds by the Borrower (or the Borrower has entered into binding agreements to apply such Insurance Proceeds within such one hundred and eighty (180) day period).

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On the date falling twelve (12) Months after the end of the Availability Period, any and all sums remaining in the Escrow Account shall be immediately applied in prepayment of the EUR Outstandings and the USD Outstandings in accordance with Clause 7.5 ( Application of Prepayments ), and the Facility Agent shall be entitled to take all action necessary to effect such application.

Any cancellation, except in the case of a cancellation pursuant to Clause 7.1 ( Illegality ) or Clause 7.10 ( Right of Repayment and Cancellation in Particular Circumstances ), shall reduce the Commitments of the Lenders rateably. No amount so cancelled may be reborrowed.

If the provisions of Clause 7.1 ( Illegality ) (subject to the limitations of paragraph (c) of Clause 7.1) to Clause 7.3 ( Mandatory Prepayment from Insurance Proceeds ) (inclusive) would require the prepayment of a Loan otherwise than on the last day of an Interest Period relating to that Loan, the Borrower may, by written notice to the Facility Agent (to be received not less than five (5) Business Days prior to the date on which such prepayment

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would be required to be made (but for this Clause 7.6)), request that the amount of such prepayment be applied by the Facility Agent in prepayment of the relevant Loan on the last day of the then current Interest Period relating to that Loan.

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the Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Minimum Reserve Cost is greater than zero, give the Facility Agent at least seven (7) Business Days’ prior written notice of cancellation of the Commitments of that Lender (the “ Subject Lender ”) and its intention to procure the repayment of the Subject Lender’s participation in the Loans.

the Borrower may request of the Subject Lender, and the Subject Lender shall in good faith consider such request, that it transfer all of its Loans and Commitments to such Eligible Transferee in accordance with Clause 22.5 ( Procedure for Transfer ); provided that , prior to or concurrently with such replacement:

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SECTION 5

COSTS OF UTILISATION

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

provided however that for Loans the proceeds of which are disbursed into the Escrow Account, interest on that portion of the Loans the proceeds of which are held in the Escrow Account from time to time shall be determined based on one half (50%) of the Margin per annum .

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provided that , the Initial Margin shall apply to all periods until and including the first (1 ^st ) anniversary of the Signing Date; and further provided that , in respect of all other periods, in the event that neither Credit Rating is available for more than thirty (30) days, the Margin as calculated above will convert to two and a half (2.50)  per cent. per annum (the “ Safety Margin ”) with retrospective effect from the date on which both Credit Ratings were no longer available.

that change shall be reversed with retrospective effect, the Margin applicable to the Facility shall be that justified by the correct Credit Rating, amounts of interest calculated by reference to the changed Margin (whether or not already paid) shall be recalculated by reference to the Margin applicable to such correct Credit Rating and the Borrower or the Lenders, as the case may be, shall be required to make a payment to the Facility Agent, in such amounts as the Facility Agent may specify, to cover any difference in amounts of interest which should have actually been received by the Lenders following any recalculation. The Facility Agent’s determination of any such difference shall, save in the case of manifest error, be conclusive and the Facility Agent shall provide the Borrower and the Lenders with reasonable details of the calculation of such difference in Margin.

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The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period (and, if the Interest Period is longer than three (3) Months, on the dates falling at three (3) monthly intervals after the first day of the Interest Period).

The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

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If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

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Subject to Clause 10.2 ( Market Disruption ), if EURIBOR or, if applicable, LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable EURIBOR or LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

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The Borrower shall pay to the Facility Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

The Borrower shall pay to the Security Agent (for its own account) a security agent fee in the amount and at the times agreed in a Fee Letter.

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In the event of an Extension under Clause 6.3 ( Extension of Termination Date ), an extension fee will be payable by the Borrower as provided in that Clause.

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

“ Protected Party ” means a Lender that is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“ Tax Credit ” means a credit against, relief or remission for, or repayment of, any Tax.

“ Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“ Tax Payment ” means an increased payment made by the Borrower to a Lender under Clause 12.2 ( Tax Gross-up ) or a payment under Clause 12.3 ( Tax Indemnity ).

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if in either case that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Lender; or

the Lender shall pay an amount to the Borrower which that Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower. Upon the request of the Borrower, the relevant Lender will use its reasonable endeavours (to the extent commercially practicable and legally permitted) to recover such Tax Credit.

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The Borrower shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.