AMD 2004 Annual Report Download - page 162

“Business” is defined in Section 7.7.2(c).
“Business Day” means any day other than a day on which commercial banks in California or Tokyo are required or authorized to be closed.
“Capex” means any expenditures in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and
maintenance which are properly charged to current operations in accordance with GAAP), of the Company and each of the other Company Entities, collectively;
provided, however, that any such expenditure that is less than five thousand dollars (U.S.$5,000) shall not be included in the determination of Capex.
“Capital Account” means the Capital Account maintained for each Member on the Company’s books and records in accordance with the following
provisions:
(1) To each Member’s Capital Account there shall be added (a) such Member’s Capital Contributions, (b) such Member’s allocable share of Net
Profits and any items in the nature of income or gain that are specially allocated to such Member pursuant to Article 6 hereof or other provisions of this
Agreement and (c) the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member.
(2) From each Member’s Capital Account there shall be subtracted (a) the amount of (i) cash and (ii) the Gross Asset Value of any Company Assets
(other than cash) distributed to such Member pursuant to any provision of this Agreement in its capacity as a Member (for the avoidance of doubt, any payment
to a Member pursuant to the terms of any Member Debt Financing or other debt instrument, or any payment pursuant to any license, consulting, services,
subcontracting, lease or other agreement between the Company and such Member or any Affiliates of such Member shall not be treated as a “distribution”), (b)
such Member’s allocable share of Net Losses and any other items in the nature of expenses or losses that are specially allocated to such Member pursuant to
Article 6 or other provisions of this Agreement, and (c) liabilities of such Member assumed by the Company or which are secured by any property contributed by
such Member.
(3) In the event any Interest in the Company is Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the
Capital Account of the transferor to the extent it relates to the Transferred Interest.
(4) In determining the amount of any liability for purposes of subsections (1) and (2) of this definition, there shall be taken into account Code
Section 752(c) and any other applicable provisions of the Code and Regulations.
(5) The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply
with Regulations Sections 1.704-1(b) and 1.704-2 and shall be interpreted and applied in a manner consistent with such Regulations. In the event that the Board
of Managers shall determine that it is prudent to modify the manner in which the Capital Accounts, or any additions or subtractions thereto, are computed in
order to comply with such Regulations, the Board of Managers may make such modification, provided that it is not likely to have a material effect on the
amounts distributable
5
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005