AMD 2004 Annual Report Download - page 180

ARTICLE 4.
FINANCING OF THE COMPANY
4.1 Types of Financing
4.1.1General. The Board of Managers shall be responsible for determining the type of financing required to fund the operations of the Company,
which may include issuing equity to Members or through transactions in public or private markets, or incurring debt from Members or from public, private or
bank markets with or without Member Guarantees; provided, however, that no Member Debt Financing or Member Guarantees shall affect a Member’s
respective Membership Interest except upon the conversion of a Convertible Note in accordance with Section 4.3.2(d)(4) or if the terms of such financing include
a conversion right and that right is exercised. In considering financing options and taking into account (i) the Members’ obligations and the priority of financing
methods for funding Financing Shortfalls in Section 4.3 and Operations Shortfalls in Section 4.4, (ii) the Company’s right to seek financing through equity or
other investments from third parties and (iii) the Company’s Revolver, the Board of Managers shall seek any financing during the 4-Year Period in the following
order of priority:
(a) lease and debt financing and other similar financing (such as factoring of receivables) from Persons other than Members or their
Affiliates without Member Guarantees; then
(b) Member Guaranteed Financing on a pro rata basis based on Percentage Interests; then
(c) Member Debt Financing on a pro rata basis.
Notwithstanding the foregoing, in the event that one Member or its Affiliates is able to issue a Member Guarantee to a third party to procure its pro rata portion
of any Member Guaranteed Financing, then (1) such Member or its Affiliates will be able to do so even if the other Member or its Affiliates is unable to do so
and (2) such other Member or its Affiliates must provide Member Debt Financing for its pro rata portion of such financing. In such event, the terms of the
Member Debt Financing will be consistent in all material respects with the terms of the Member Guaranteed Financing. Any Member Guaranteed Financing shall
be on commercially reasonably terms and subject to the Board of Manager’s consent, such consent to not be unreasonably withheld or delayed.
4.1.2Member Guarantees. Unless the applicable guaranteeing Member or its Affiliates otherwise agrees:
(a) each Member Guarantee shall provide that:
(1) the maximum principal amount guaranteed thereunder does not exceed the product of (A) the maximum aggregate amount of the
Member Guaranteed Financing and the corresponding Member Debt Financing (if any) being sought by and actually committed to the Company multiplied by
(B) such Member’s Percentage Interest at the time of issuance of the Member Guarantee; and
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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