AMD 2004 Annual Report Download - page 185

provision of Member Guaranteed Financing) in an amount equal to the Percentage Interest (at the time of such Member Debt Financing) of AMD Member or
Fujitsu Member, respectively, of the Operations Shortfall Amount (or the remaining portion thereof); provided, however, that
(a) the amount that the Company may draw under the Revolver or the aggregate Member Debt Financing shall be reduced by an amount
equal to any excess spending (that has not already been so deducted from previous Operations Shortfall Amounts) measured cumulatively since the Launch Date
on each of (i) Capex and (ii) R&D and G&A (taken together), that exceeds the sum of the limits for such category or categories set forth in the 4-Year Fixed
Financial Support Plan for the period from the Launch Date through the end of the applicable fiscal quarter; and
(b) if the Company made any prepayment of debt to a Member or its respective Affiliates in accordance with Section 5.2 in the preceding
fiscal quarter, the Operations Shortfall Amount shall be funded by AMD or Fujitsu or their respective Affiliates (i) up to the amount of such prepayments, on a
pro rata basis in proportion to the amount of such prepayments made to each Member or its respective Affiliates and (ii) thereafter, on the Percentage Interest of
AMD Member or Fujitsu Member, as applicable.
4.5 Obligations Outstanding at End of 4-Year Period
Each Member’s or its respective Affiliates’ obligations under any loans, guarantees or other financial support provided by such Member or its
Affiliates that remain outstanding at the end of the 4-Year Period shall remain in effect until the expiration of such obligations, which shall be consistent with
time limitations set forth in Sections 4.1.2 and 4.1.3, provided that the Company (a) shall endeavor to retire any Member Debt Financing as quickly as reasonably
practicable and (b) shall not, without the applicable Member’s consent, extend the maturity date, or otherwise amend any term that would increase the
Company’s financial or other obligations under, or extend the maturity of, any Member Guaranteed Financing.
4.6 Financing Responsibility After the First 4-Year Period
Upon determination by the Board of Managers that any financial support is necessary or appropriate for the conduct of the Company’s business after
the 4-Year Period (and subject to the option of the Board of Managers to seek other forms of financings as contemplated in Section 4.1.1), the provisions of
Section 4.3.2 will apply mutatis mutandis to any such financing (except that (1) the option of Pull-Ins in Section 4.3.2(c) shall no longer be applicable and (2)
determination of the Conversion Eligibility Date in Section 4.3.2(d)(3) shall be the first anniversary of the date of any such Convertible Note); provided,
however, that no Member or its Affiliates shall have any obligation to provide any Capital Contributions, Member Debt Financing, Member Guaranteed
Financing or other financial support to the Company (although each Member shall have the right to participate in any such additional financing on a pro rata
basis in accordance with its respective Percentage Interest).
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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