AMD 2004 Annual Report Download - page 186

ARTICLE 5.
DISTRIBUTIONS
5.1 Distributions of Cash Available for Distribution
5.1.1Tax Liability Distributions and Curative Distributions.
(a) Subject to Section 5.3 and Article 10, and only to the extent permitted under the Company’s third-party debt agreements, the Company
shall make cash distributions to each Member by wire transfer one Business Day before each day on which such Member is required to make a payment of Tax
under Section 6151(a) or 6655 of the Code (for the avoidance of doubt, a payment of Tax shall for purposes of this Agreement be deemed “required” by Section
6655 to the extent that Section 6655 would impose an addition to tax upon the failure timely to make such payment). Each such distribution made to a Member
shall be equal to the Tax Distribution Rate multiplied by a reasonable estimate of the amount of the Company’s taxable income properly taken into account by
such Member under Section 6151(a) or 6655 of the Code (in the case of income taken into account under Section 6655, the amount of each Member’s taxable
income properly taken into account shall be determined in accordance with Regulations Section 1.6654-2(d)(2) and the annualization method utilized by such
Member pursuant to Section 6655) (such amount of taxable income shall be determined without regard to (i) the Member’s share of the Company’s Tax credits
or (ii) any items of such Member (or of members of its “affiliated group” within the meaning of Code Section 1504(a) or of any other party) other than the
Member’s allocable share of the Company’s items of income, gain, deduction and loss); provided, however, that if after the date hereof the United States
Treasury Department or the Internal Revenue Service issues more specific guidance applicable to the calculation of estimated tax liabilities of corporations that
are partners in partnerships and a Member is required to calculate its estimated tax in accordance with such guidance, the Company shall follow such guidance in
determining the amount of the Company’s Tax Liability Distributions with respect to such Member. Within two hundred eighty-five (285) days following the end
of each Fiscal Year, the Company shall (i) determine the Tax Liability Distribution Adjustment with respect to each Member and the Adjusted Tax Liability
Distribution Amount for each Member, (ii) provide to each Member a computation showing the amount of and (in reasonable detail) the calculations applied in
determining the Tax Liability Distribution Adjustment and the Adjusted Tax Liability Distribution Amount for each of the Members, and (iii) distribute to each
Member the amount of such Member’s Tax Liability Distribution Adjustment, if such amount is a positive number (for the avoidance of doubt, such distribution
shall, at the time the Members’ respective Tax Liability Distribution Adjustments are determined, have the priority of a Tax Liability Distribution with respect to
the Fiscal Year for which calculated). The Company shall reduce (but not below zero) the amount of the Tax Liability Distribution(s) that would otherwise be
made to any Member under this Section 5.1.1(a) with respect to any subsequent Fiscal Year to take into account the amount of any negative Tax Liability
Distribution Adjustment determined with respect to such Member for any prior Fiscal Year and not previously taken into account as a reduction under this
sentence. If the Company anticipates that there may be insufficient cash available to make all Tax Liability Distributions in full in respect of any Fiscal Year, (i)
the Company shall make Tax Liability Distributions to the Members pro rata according to the maximum amounts to which each
29
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