AMD 2004 Annual Report Download - page 191

Company), which shall advise the Company concerning the legal obligations of the Company in respect of withholding, and thereafter the Tax Matters Partner
shall act consistently with such advice in matters pertaining to withholding. If the Tax Matters Partner acts in accordance with the advice of such law firm and a
Governmental Authority later asserts in writing to any Person that the Company failed to withhold Tax at the time and/or in the amounts required by Chapter 3 of
the Code or comparable provisions of other Tax laws in respect of Fujitsu Member and/or its Affiliates, then Fujitsu Member and/or its Affiliates, as applicable,
shall promptly upon receipt of a copy of such writing accompanied by a written notice from the Company specifying that a payment is required pursuant to this
Section 5.4 pay to such Governmental Authority an amount in full satisfaction of the amount of Taxes so asserted by such Governmental Authority. If Fujitsu
Member and its Affiliates do not promptly pay such amount to such Governmental Authority, then, unless Fujitsu Member provides satisfactory written evidence
of settlement in full of the matter asserted by the Governmental Authority, the Company shall withhold such amount from the next distribution(s) to Fujitsu
Member, shall promptly pay such withheld amounts over to such Governmental Authority in payment of such asserted liability for Taxes and shall treat the
amounts so withheld and paid over as actually distributed to Fujitsu Member.
5.5 Distributions in Kind
(a) No right is given to any Member to demand or receive any distribution of property other than cash as provided in this Agreement. Upon
a vote of the Board of Managers (including a Special Vote of the Board of Managers for so long as Fujitsu Member’s Percentage Interest is at least twenty
percent (20%)), the Board of Managers may determine, in its sole and absolute discretion, to make a distribution in kind of Company Assets to the Members, and
such Company Assets shall be distributed in such fashion as to ensure that the fair market value thereof (as determined by the Board of Managers, including a
Special Vote of the Board of Managers for so long as Fujitsu Member’s Percentage Interest is at least twenty percent (20%)) is distributed, and any items of gain
or loss resulting from such distribution are allocated, in accordance with this Article 5 and Articles 6 and 10 hereof.
(b) Unless all of the Members agree otherwise in writing,
(1) any distribution in kind of Company Assets that were contributed to the Company more than seven (7) years before the
distribution date of such Company Assets shall be made to the Members in undivided interests in proportions reflecting the manner in which the equivalent
amount of cash would be distributed pursuant to Sections 5.1.2(f), 5.1.4 or 10.5.1(e), as applicable, and
(2) any distribution in kind of Company Assets that were contributed to the Company seven (7) years or less before the distribution
date shall, if the Percentage Interest of the Fujitsu Member is less than twenty percent (20%) at the time of the distribution, be made to the Members in undivided
interests in proportions reflecting the manner in which the equivalent amount of cash would be distributed pursuant to Sections 5.1.2(f), 5.1.4 or 10.5.1(e), as
applicable; provided, however, that at the election of either Member a distribution in kind of Company Assets pursuant to this Section 5.5(b)(2) shall not be
made, in whole or in part, to the Members in undivided interests (and the amount not so distributed in
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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