AMD 2004 Annual Report Download - page 203

(b) approve the fairness of pricing terms and the fairness of other terms having an economic impact of any amendment to 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) between any Company Entity on the one hand, and AMD (or any of their respective Affiliates) on the other hand, which amendment
involves (i) a change in 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 or (ii) a material reduction in the services, rights or privileges received by any Company Entity under the contract,
agreement, arrangement or understanding without proportionate reduction in fees, royalties or other payments to AMD (or its respective Affiliates, provided that
no Company Entity shall be deemed an AMD Affiliate for the purposes of this provision) thereunder;
(c) authorize any Company Entity to engage in or undertake any material activity unrelated to the Business (and the scope of license rights
granted pursuant to the Fujitsu-FASL Patent Cross-License Agreement dated as of June 30, 2003 between Fujitsu and the Company shall not be deemed to limit
in any manner the requirement that a Special Vote is necessary for any Company Entity to engage in or undertake any such activity). For purposes of this Section
7.7.2(c), “Business” shall mean all aspects related to the development, manufacture and sale of semiconductor devices (including single chip or multiple chip
products), a substantial function of which is code and/or data storage;
(d) change the equity capital structure of any Company Entity, except for the issuance of employee options in Company equity interests;
(e) effect any distribution from the Company to its Members other than in cash or any distribution in cash other than in accordance with
Article 5 of this Agreement;
(f) amend the charter documents of any Material Company Entity; or
(g) amend the charter documents of any other Company Entity that adversely and disproportionately affects Fujitsu or Fujitsu Member as
compared to AMD or AMD Member.
For the purposes of sub-sections 7.7.2(a) and 7.7.2(b), it is agreed by the parties that various contracts under which AMD or its Affiliates provide
services to Company Entities (including under the AMD Services Agreement (as defined in the Contribution Agreement) and the AMD Technology Services
Agreement (as defined in the Contribution Agreement)) are considered a series of related contracts relating to the same or substantially similar subject matter so
that the dollar thresholds set forth in sub-sections 7.7.2(a) and 7.7.2(b) apply to all such contracts taken collectively on an annual basis; and in determining
whether any increase in amounts payable to AMD or an AMD Affiliate thereunder exceed such dollar thresholds, reductions in payments for services to AMD or
an AMD Affiliate shall not be deemed to offset any portion of any increase.
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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