AMD 2009 Annual Report Download - page 53

Notes. We declined to participate in the funding request. As of December 26, 2009, on a fully converted to
Ordinary Shares basis, we owned approximately 31.6 percent of GF and ATIC owned approximately 68.4
percent of GF.
In November 2009, upon the settlement of our litigation with Intel, and the execution of a patent cross-
license agreement between us and Intel, a Reconciliation Event, was deemed to have occurred.
Class B Preferred Shares. The Class B Preferred Shares rank senior in right of payment to all other
classes or series of equity securities of GF for purposes of dividends, distributions and upon a liquidation,
dissolution or winding up of GF (Liquidation Event). Each Class B Preferred Share is deemed to accrete in value
at a rate of 12 percent per year, compounded semiannually, of the initial purchase price per such share. The
accreted value accrues daily from the Closing and is taken into account upon certain distributions to the holders
of Class B Preferred Shares or upon conversion of the Class B Preferred Shares. Upon a Liquidation Event, each
Class B Preferred Share will be entitled to receive, prior to any distribution to the holders of any other classes or
series of equity securities, an amount equal to its accreted value. Each Class B Preferred Share is convertible, at
the option of the holder thereof, into Class B Ordinary Shares at the then applicable Class B Conversion Rate.
Each Class B Preferred Share will also automatically convert into Class B Ordinary Shares at the then applicable
Class B Conversion Rate upon the earlier of (i) an initial public offering of GF (IPO) or (ii) a change of control
transaction of GF. The initial Class B Conversion Rate is 100 Class B Ordinary Shares for each Class B Preferred
Share, subject to customary anti-dilution adjustments. The Class B Preferred Shares currently vote on an
as-converted basis with any outstanding Ordinary Shares, voting together as a single class, with respect to any
question upon which holders of Ordinary Shares have the right to vote.
Class A Preferred Shares. The Class A Preferred Shares rank senior in right of payment to the Ordinary
Shares of GF and junior in right of payment to the Class B Preferred Shares for purposes of dividends,
distributions and upon a Liquidation Event. The Class A Preferred Shares are not entitled to any dividend or
pre-determined accretion in value. Upon a Liquidation Event, each Class A Preferred Share will be entitled to
receive, after the distribution to the holders of the Class B Preferred Shares but prior to any distribution to the
holders of Ordinary Shares, out of any remaining assets of GF, an amount equal to the initial purchase price per
share of the Class A Preferred Shares. Each Class A Preferred Share is convertible, at the option of the holder, into
Class B Ordinary Shares at the then applicable Class A Conversion Rate. Each Class A Preferred Share will also
automatically convert into Class B Ordinary Shares at the then applicable Class A Conversion Rate upon the
earlier of (i) an IPO or (ii) a change of control transaction of GF. The initial Class A Conversion Rate is 100 Class
B Ordinary Shares for each Class A Preferred Share, subject to customary anti-dilution adjustments. The Class A
Preferred Shares currently vote on an as-converted basis with any outstanding Ordinary Shares, voting together as
a single class, with respect to any question upon which holders of Ordinary Shares have the right to vote.
Class A Subordinated Convertible Notes. The Class A Notes accrue interest at a rate of 4 percent per
annum, compounded semiannually. Interest on the Class A Notes is payable semiannually in additional Class A
Notes. The Class A Notes are the unsecured obligations of GF and rank subordinated in right of payment to any
current or future senior indebtedness of GF. The Class A Notes are not redeemable by GF without the note
holder’s consent. The Class A Notes are convertible, in whole or in part, in multiples of $1,000, into GF Class A
Preferred Shares at the option of the holder at any time prior to the close of business on the business day
immediately preceding the maturity date based on the conversion ratio in effect on the date of conversion. The
Class A Notes mature on March 2, 2019; however they automatically convert into Class A Preferred Shares upon
the earlier of (i) a GF IPO, (ii) certain change of control transactions of GF or (iii) the close of business on the
business day immediately preceding the maturity date. As of December 26, 2009, the aggregate principal amount
of Class A Notes was $254 million.
Class B Subordinated Convertible Notes. The Class B Notes accrue interest at a rate of 11 percent per
annum, compounded semiannually. Interest on the Class B Notes is payable semiannually in additional Class B
Notes. The Class B Notes are the unsecured obligations of GF and rank subordinated in right of payment to any
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