AMD 2004 Annual Report Download - page 195

6.4 Other Provisions
6.4.1 For any Fiscal Year during which any Membership Interest or Economic Interest or portion thereof is Transferred between the Members or to
another Person or is otherwise disposed of or acquired, or there is for any other reason a change in the Members’ respective Percentage Interests, the portion of
the Net Profits, Net Losses and other items of income, gain, loss, deduction and credit with respect to such Membership Interest or Economic Interest or portion
thereof shall be allocated and, to the extent necessary apportioned, under any method allowed pursuant to Section 706 of the Code and the applicable
Regulations, as reasonably determined by the Board of Managers; provided, that the Board of Managers shall utilize consistent methods with respect to the same
or substantially similar transactions and items in making such allocations or apportionments with respect to all such changes in the Members’ respective
Percentage Interests, whether occurring within a single Fiscal Year or in different Fiscal Years.
6.4.2 In the event that the Code or any Regulations require allocations of items of income, gain, loss, deduction or credit different from those set
forth in this Article 6, the Board of Managers is hereby authorized to make new allocations in reliance on the Code and such Regulations, and no such new
allocation shall give rise to any claim or cause of action by any Member, provided that such allocations are consistent with the advice of the Company
Accountant or tax counsel and are not likely to alter materially the amounts which each Member is entitled to receive under the terms of this Agreement.
6.4.3 For purposes of determining a Member’s proportional share of the Company’s “excess nonrecourse liabilities” within the meaning of
Regulations Section 1.752-3(a)(3), each Member’s interest in Net Profits shall be such Member’s Percentage Interest.
6.4.4Section 482 Adjustments.
(a)Company Section 482 Adjustment. If the Internal Revenue Service or any applicable state or local taxing authority reallocates an item of
income, deduction or loss to the Company pursuant to Code Section 482 or any similar rule or principle of law (a “Company Section 482 Allocation”), and a
Member or an Affiliate of such Member has a corresponding “correlative item,” as determined under Regulations Section 1.482-1(g) (the “Member Correlative
Item”), the item of income, deduction or loss constituting such Company Section 482 Allocation shall be specially allocated to and reflected in the Capital
Account of the Member who received (or whose Affiliate received) such Member Correlative Item, and such Member shall be treated as making any
corresponding deemed capital contribution or receiving any corresponding deemed distribution, with such deemed capital contribution or distribution, as the case
may be, reflected in the Capital Account of such Member.
38
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