AMD 2004 Annual Report Download - page 170

“JV3” means the wafer fabrication facility currently for 0.18 micron and 0.13 micron products located at Industrial Site 2, Takaku,
Aizuwakamatsu-shi, Fukushima, Japan.
“Launch Date” is defined in the preamble.
“Liquidators” is defined in Section 10.5.1.
“Managers” means at any time the individuals elected in accordance with Section 7.2 to serve on the Board of Managers.
“Material Breach” means a Breach of greater than seventy-five million dollars (U.S.$75,000,000) in any one occurrence or which, together with all
previous Breaches by the applicable Member, exceeds seventy-five million dollars (U.S.$75,000,000) in the aggregate.
“Material Company Entity” means the Company and each Company Entity that owns (directly or indirectly) greater than twenty percent (20%) of
the fair market value of the assets of the Company Entities taken as a whole.
“Member” means a Person owning a Membership Interest, including any Substitute Member.
“Member Correlative Item” is defined in Section 6.4.4(a).
“Member Debt Financing” means a loan to the Company directly from a Member or any of its Affiliates.
“Member Guarantee” means a guarantee by a Member or its Affiliates issued to a Person other than a Member or its Affiliates guaranteeing any
lease or debt financing provided to a Company Entity by such Person.
“Member Guaranteed Financing” means any lease or debt financing from a Person other than a Member or its Affiliates that is guaranteed by a
Member Guarantee.
“Member Minimum Gain” means “partner nonrecourse debt minimum gain” as defined in Regulations Section 1.704-2(i)(2).
“Member Nonrecourse Debt” means “partner nonrecourse debt” as set forth in Regulations Section 1.704-2(b)(4).
“Member Section 482 Allocation” is defined in Section 6.4.4(b).
“Member Nonrecourse Deductions” means “partner nonrecourse deductions” as set forth in Regulations Section 1.704-2(i).
“Membership Interest” or “Interest” means the entire ownership interest of a Member in the Company at any particular time, including without
limitation, the Member’s Economic Interest, any and all rights to vote and otherwise participate in the Company’s affairs, and the rights to any and all benefits to
which a Member may be entitled as provided in this Agreement, together with the obligations of such Member to comply with all of the terms and provisions of
this Agreement. A Membership Interest may be expressed as a number of Units.
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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