AMD 2004 Annual Report Download - page 202

(c) settle any lawsuit, administrative proceeding, tax claim or other legal proceeding where any Company Entity pays the settlement of a
dollar amount that is greater than ten percent (10%) of the fair market value (subject to the last paragraph of this Section 7.7.1, as determined by the Board of
Managers) of the assets of the Company Entities taken as a whole;
(d) settle any lawsuit, administrative proceeding, tax claim or other legal proceeding involving both a Company Entity on the one hand, and
AMD or any of its Affiliates on the other hand, that involves actual or potential payments to or from any Company Entity exceeding ten million dollars
(U.S.$10,000,000);
(e) settle any series of related lawsuits, administrative proceedings, tax claims or other legal proceedings involving both a Company Entity
on the one hand, and AMD or any of its Affiliates on the other hand, that involves actual or potential payments to or from any Company Entity exceeding fifty
million dollars (U.S.$50,000,000) in the aggregate; or
(f) During any time period that AMD Member’s Percentage Interest is greater than fifty percent (50%) but AMD does not consolidate the
Company’s results of operations with AMD’s financial statements, (i) effect the investment in, or acquisition of, any Person (including by an acquisition of
equity securities of such Person, by a transaction structured as an asset purchase or transfer, or by merger, consolidation or otherwise) by a Company Entity or
Company Entities, in each case that exceeds one hundred million dollars (U.S.$100,000,000) in the aggregate, or (ii) **** in the **** and approve the material
terms and conditions of, or any material amendment to, any agreement between the Company and such ****.
For purposes of Sections 7.7.1(a) and 7.7.1(c), if a five percent decrease in the fair market value of the assets of the Company Entities taken as a
whole (as determined by the Board of Managers) would have resulted in a requirement for a Special Vote under either of such Sections, then there shall be a
Special Vote with respect to the determination of the fair market value of the assets of the Company Entities taken as a whole.
7.7.220% Threshold. In addition to Special Vote provisions provided to Fujitsu Member in Section 7.7.3, for so long as Fujitsu Member’s
Percentage Interest is at least twenty percent (20%):
(a) approve the fairness of pricing terms and the fairness of other terms having an economic impact of any contract, agreement, arrangement
or understanding (or any series of related contracts, agreements, arrangements or understandings relating to the same or substantially similar subject matter)
entered into after the date hereof between any Company Entity on the one hand, and AMD (or any of their respective Affiliates) on the other hand, that involves
actual or potential payments to or from any Company Entity exceeding seventeen million five hundred thousand dollars (U.S.$17,500,000) in any Fiscal Year or
eighty seven million five hundred thousand dollars (U.S.$87,500,000) in the aggregate over the life of the contract, agreement, arrangement or understanding;
45
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