AMD 2004 Annual Report Download - page 187

Member would be entitled if sufficient cash were available therefor, and (ii) no Tax Liability Distributions shall be made to a Member in respect of a Member’s
installment for estimated taxes covering calendar periods attributable to any subsequent Fiscal Year of the Company if the Tax Liability Distributions that any
Member is entitled to receive with respect to any prior Fiscal Year (determined without regard to any reductions based on insufficiency of cash) have not been
distributed in full. The Company shall also make Tax Liability Distributions to any Member in an amount equal to the sum of (i) the Tax Distribution Rate
applicable to such Member with respect to income taken into account by the Company for the Audit Year (as defined below) multiplied by any increases in such
Member’s allocable share of the Company’s taxable income arising as a result of an audit of the Company or a Member, and (ii) any interest and penalties
attributable to such increase in such Member’s allocable share (without reduction or limitation based on the amount of the underlying taxes being computed at a
rate in excess of the Tax Distribution Rate), and in the event such Tax Liability Distributions are not proportionate to the Members’ respective Percentage
Interests (as applicable to the Fiscal Year for which such audit change applies (the “Audit Year”)), the Company shall make an additional distribution as
required so that the aggregate of such Tax Liability Distributions and such additional distribution will have been made in the same ratio as the Members’
respective Percentage Interests as in effect for such Audit Year; provided, that if the Members’ respective Percentage Interests varied during such Audit Year,
such aggregate Tax Liability Distributions and additional distributions shall be made in the ratio of the Members’ respective “book” items (within the meaning of
Code Section 704(b)) corresponding to the tax items in respect of which the Tax Liability Distribution was made); and provided further, that if there is
insufficient cash available to pay the entire amount of such Tax Liability Distributions and such additional distribution, such additional distribution shall be
payable at the same time as any Curative Distribution calculated with respect to the Fiscal Year in which such Tax Liability Distributions are made would be
payable. For the avoidance of doubt, a Member shall not be entitled to receive Tax Liability Distributions with respect to any amounts required to be recognized
by a Member pursuant to Section 704(c)(1)(B) or Section 737 of the Code or corresponding provisions of State law.
(b) The Company shall, not later than 285 days following the close of each Fiscal Year, make a Curative Distribution, in cash, to the
Member entitled to receive a Curative Distribution with respect to such Fiscal Year and shall simultaneously provide to each Member a calculation showing (in
reasonable detail) how the amount of the Curative Distribution was determined. The Member entitled to receive a Curative Distribution with respect to any Fiscal
Year shall be the Member to whom such amount must be distributed in order that the Adjusted Tax Liability Distribution Amount of one Member in respect of
such Fiscal Year and the sum of the Adjusted Tax Liability Distribution Amount of and the Curative Distribution made to the other Member in respect of such
Fiscal Year shall be in the Target Ratio. Notwithstanding any other provision of this Agreement, (i) no payments or distributions to the Members shall be made
pursuant to Section 5.1.2(c) or any subsequent subsection of Section 5.1.2 until all distributions required to be made pursuant to this Section 5.1.1(b) and 5.1.1(c)
have been made in full, (ii) no Curative Distribution shall be made in respect of any Fiscal Year of the Company if the Tax Liability Distributions (as described
in Section 5.1.1(a) herein) that any Member is entitled to receive with respect to such Fiscal Year (determined without regard to reductions based on
insufficiency of cash) have not been distributed in full, and (iii) the Curative Distribution in respect of the Company’s Fiscal Year ending December 28, 2003
shall be made at the same time as the Curative Distribution in respect of the Company’s Fiscal Year ending December 26, 2004.
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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