AMD 2004 Annual Report Download - page 181

(2) the Person(s) seeking payment thereunder cannot seek an amount from a Member and its Affiliates in excess of such Member’s
Guaranteed Percentage of the amount outstanding under the Member Guaranteed Financing at the time such payment is sought. (For purposes of this Section
4.1.2(a)(2), “Guaranteed Percentage” means, with respect to any Member Guarantee, the percentage determined by the following calculation: (A) the
maximum principal amount guaranteed thereunder (as determined in accordance with Section 4.1.2(a)(1)), divided by (B) the aggregate committed principal
amount of the corresponding Member Guaranteed Financing.
(b) no Member or its Affiliates shall be required to issue a Member Guarantee with respect to any lease financing that has a life longer than
four (4) years;
(c) with respect to a Member Guarantee issued with respect to a revolving credit facility or credit facility that allows for more than one
borrowing, such Member Guarantee (i) shall not cover any amounts not drawn down that remain undrawn by the Company under such credit facility as of the last
day of the 4-Year Period and (ii) will cover any amounts drawn down by the Company and remaining outstanding under such credit facility as of the last day of
the 4-Year Period only to the extent such outstanding amounts are scheduled to be repaid in full by the Company in equal installments on no less than an annual
basis to the Person(s) providing such financing during the 2-year period starting on the date that the 4-Year Period expires and ending on the date that is six (6)
years from the Launch Date; and
(d) except with respect to financing provided in connection with Financing Shortfalls, no Member or its Affiliates shall be required to
provide a Member Guarantee with respect to any financing to the Company with a term that is longer than four (4) years or that extends beyond the date that is
six (6) years from the Launch Date.
4.1.3Member Debt Financings. Each Member Debt Financing (a) shall be structured such that interest and principal payments thereon shall be
scheduled on the same dates during each relevant fiscal quarter as each other Member Debt Financing and (b) unless the applicable Member or its Affiliates
otherwise agrees, shall not have a term that is longer than four (4) years or extends beyond the date that is six (6) years from the Launch Date. Other than the
Revolver or lease financings, any Member Debt Financing or Member Guaranteed Financing shall be in the form of an amortizing term loan.
4.2 Allocation of Financing Responsibility During the First 4-Year Period
During the 4-Year Period, AMD and Fujitsu shall or shall cause AMD Member and Fujitsu Member, respectively, to provide financing to the
Company on a pro rata basis based on the respective Percentage Interests of AMD Member and Fujitsu Member, respectively, existing at the time each extension
of credit is made, to the extent contemplated by and in accordance with (a) the 4-Year Fixed Financial Support Plan and (b) the provisions of Sections 4.1, 4.3
and 4.4. The 4-Year Fixed Financial Support Plan may only be amended with the written approval of both Fujitsu Member and AMD Member, which each such
Member may grant or withhold in its sole discretion.
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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