AMD 2004 Annual Report Download - page 184

(2) At any time prior to the repayment in full or conversion of a Convertible Note, the Non-Funding Member may acquire for cash
such Convertible Note by paying to the Funding Member an amount equal to the principal amount then outstanding, plus accrued and unpaid interest, under such
Convertible Note. Upon such an acquisition, the conversion feature of such Convertible Note shall terminate.
(3) Notwithstanding the maturity date of any Convertible Note, such Convertible Note shall be convertible on or after the date (the
“Conversion Eligibility Date”) that is the earlier of (a) the date of delivery of an Offer Notice by the Non-Funding Member and (b) the later of (x) the date that
is four (4) years and ninety (90) days after the Launch Date and (y) the date that is one year after the date of issuance of such Convertible Note.
(4) Prior to converting a Convertible Note, the Funding Member holding the Convertible Note shall give the Non-Funding Member
written notice of its intention to convert and, in the case that clause (b) of Section 4.3.2(d)(3) applies, make a Valuation Request pursuant to the method and
process provided in Section 9.3. Upon receiving such notice, the Non-Funding Member shall have thirty (30) days to elect to purchase such Convertible Note as
set forth in Section 4.3.2(d)(2). If the Non-Funding Member does not elect to purchase such Convertible Note within such 30-day period, the Funding Member
holding the Convertible Note shall have the right to convert such Convertible Note upon completion of the Valuation. Upon conversion of the Convertible Note,
the Company shall issue a number of Units to the Funding Member representing an additional Percentage Interest equal to the quotient of:
(A) the then outstanding principal amount of the Convertible Note plus accrued and unpaid interest
divided by
(B) the product of the Valuation Amount multiplied by the aggregate number of outstanding Units (prior to the issuance of
Units upon conversion of such Convertible Note).
4.4 Operations Shortfalls
4.4.1Calculation. No later than fifteen (15) days prior to the start of each fiscal quarter covered by the 4-Year Fixed Financial Support Plan, the
Company will determine (a) the Projected Ending Cash Balance for such fiscal quarter, and (b) whether there is an Operations Shortfall with respect to such
fiscal quarter. In the event that the Company determines that an Operations Shortfall exists, it shall promptly provide written notice thereof to each Member
specifying the Operations Shortfall Amount and demonstrating the calculation thereof.
4.4.2Draw Down. In the event that an Operations Shortfall occurs, the Company may draw down the Operations Shortfall Amount from the
Revolver (or that portion thereof available under the Revolver, if any). If (and only if) the Revolver is not available, AMD and Fujitsu shall, or shall cause their
respective Affiliates to, upon no less than thirty (30) days’ prior written notice from the Company, provide Member Debt Financing (or arrange for the
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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