AMD 2003 Annual Report Download - page 153

LOAN AGREEMENT
FASL JAPAN LIMITED (hereinafter referred to as the “Borrower”); the financial institutions described in Part III of Schedule ONE (hereinafter respectively
referred to as a “Lender”, and collectively referred to as “All Lenders”); and MIZUHO CORPORATE BANK, LTD, (hereinafter referred to as the “Agent”), as
of the date of September 25, 2003 enter into the following agreement (hereinafter referred to as this “Agreement”).
1. DEFINITIONS
In this Agreement, the following terms shall have the meaning set forth below, unless it is apparent that such terms mean otherwise in the context hereof:
1.1 Adjusted Tangible Assets” means all of the Borrower’s assets, determined on a consolidated basis (provided that if the Borrower does not have a
balance sheet made in consolidated basis, the stand alone balance sheet shall be applied) in accordance with the accounting standards which is generally
accepted as fair and appropriate one in Japan, except (a) deferred assets, other than prepaid insurance and prepaid taxes, (b) patents, copyright,
trademarks, trade names, franchises, goodwill, and other similar intangibles and (c) unamortized debt discount and expense.
1.2 Adjusted Tangible Net Worth” means, at any date, (a) the book value (after deducting related depreciation, obsolescence, amortization, valuation, and
other proper reserves as determined in accordance with the accounting standards which is generally accepted as fair and appropriate one in Japan) at
which the Adjusted Tangible Assets would be shown on a balance sheet of the Borrower at such date prepared on a consolidated basis (provided that if
the Borrower does not have a balance sheet made in consolidated basis, the stand alone balance sheet shall be applied) in accordance with the accounting
standards which is generally accepted as fair and appropriate one in Japan less (b) the amount at which the Borrower’s liabilities would be shown on such
consolidated balance sheet (provided that if the Borrower does not have a balance sheet made in consolidated basis, the stand alone balance sheet shall be
applied), including as liabilities all reserves for contingencies and other potential liabilities which would be required to be shown on such balance sheet.
1.3 Affiliate” means, as to any person, any other person which, directly or indirectly, is in control of, is controlled by, or in under common control with, such
person or which owns, directly or indirectly, ten percent or more of the outstanding equity interest of such person. A person shall be deemed to control
another person if the controlling person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the
other person, whether through the ownership of voting securities, by contract, or otherwise.
1.4 “Agent Fee” means the fees that the Borrower shall pay to the Agent as separately agreed upon between the Borrower and the Agent.
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Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004