AMD 2004 Annual Report Download - page 188

(c) If the sum of a Member’s Adjusted Tax Liability Distribution Amount and Curative Distribution in respect of a Fiscal Year of the
Company is less than the amount of Taxes required to be paid by such Member in respect of such Fiscal Year of the Company (treating the Member’s allocable
share of the Company’s income, gain, deduction, loss and credit as its sole Tax items and treating the applicable Tax rate as the Tax Distribution Rate), then the
Company, upon notice by such Member, shall make a distribution to such Member in cash in an amount equal to the amount of such difference, as set forth on
such notice. Such notice shall set forth a calculation showing (in reasonable detail) how such difference was determined. In the event distributions made pursuant
to this Section 5.1.1(c) are not made in accordance with the Target Ratio, then the Company shall make an additional distribution in cash in such amount as is
required in order that the aggregate distributions made pursuant to this Section 5.1.1(c) with respect to such Fiscal Year of the Company shall be made in the
Target Ratio.
(d) The Company shall not agree in any contract or otherwise to any subordination of, or other restriction upon its ability to make,
distributions set forth in Section 5.1.1(a) to any Member without the prior written consent of such Member.
5.1.2Use of Cash. Subject to applicable legal and contractual restrictions and to Section 5.3 and Article 10, remaining available Company cash
balances after the Tax Liability Distributions referred to in Section 5.1.1 will be treated as follows (in the following order of priority):
(a) First, cash will be retained in the Company in an amount sufficient to fund the Company’s operations, in accordance with the
Company’s Annual Budget and Rolling Quarterly Plan. Such amount (i) will take into consideration scheduled debt service, lease and other payments to third
parties, payments of amounts due to either Member or their respective Affiliates pursuant to intellectual property license agreements, consulting agreements,
services agreements, subcontracting agreements, lease agreements and other similar agreements, and scheduled debt service payments to one Member or its
Affiliates with respect to Member Debt Financing where the other Member (or its Affiliates) satisfied its financing obligation to the Company via Member
Guaranteed Financing, but (ii) will not otherwise include any of the uses of funds described in Sections 5.1.2(c) through (f) below;
(b) [intentionally omitted]
(c) Second, cash will be used to repay or pay, as the case may be, on a pari passu basis, all outstanding debt owed by the Company to AMD
Member and/or Fujitsu Member or their respective Affiliates that is incurred as of the Launch Date;
(d) Third, subject to Section 5.1.3 below, cash will be used to repay, on a pari passu basis, all outstanding debt owed by the Company to the
applicable Members or their Affiliates, that is (i) incurred to fund the operations of the Company (other than the debt
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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