AMD 2004 Annual Report Download - page 204

7.7.310% Threshold. For so long as Fujitsu Member’s Percentage Interest is at least ten percent (10%):
(a) effect any resolution to wind-up any Material Company Entity (unless the relevant governing documents or this Agreement expressly
provide for “automatic” dissolution upon the happening of certain events); or
(b) effect the filing of any application or petition for bankruptcy, reorganization or other similar proceedings under Applicable Laws with
respect to any Material Company Entity.
7.8 Limitations on Authority of Board of Managers
Notwithstanding any contrary provision of this Agreement, each Member agrees to vote its Units, and to cause Managers that it appoints to vote, in
a manner that will cause the Company and each applicable Company Entity to refrain from taking any of the following actions:
7.8.130% Threshold. In addition to the restrictions benefiting Fujitsu Member in Sections 7.8.2 and 7.8.3, for so long as Fujitsu Member’s
Percentage Interest is at least thirty percent (30%):
(a) enter into any manufacturing or development joint venture, strategic alliance, similar arrangement or agreement with an integrated
electronics manufacturer having the majority of its assets or business operations in Japan and annual semiconductor revenues in excess of one hundred billion
yen (¥100,000,000,000);
(b) Prior to the end of the 4-Year Period, enter into a joint venture, strategic alliance, similar arrangement or agreement relating to
manufacturing, memory product design or CMOS process development (referred to herein as the “Core Business”) that involves the actual or potential
contribution of cash or assets by the Company to such joint venture, or to a third party involved in a joint venture, strategic alliance, similar arrangement or
agreement, exceeding fifty million dollars (U.S.$50,000,000) in any Fiscal Year or two hundred fifty million dollars (U.S.$250,000,000) in the aggregate over
the life of the joint venture, strategic alliance, similar arrangement or agreement; provided, however, that this covenant shall not apply to (i) agreements for
providing foundry services with entities that derive more than seventy-five percent (75%) of their revenues from providing foundry services (provided that such
agreements do not include an investment by the Company in such entity, its Affiliates or capital equipment) or (ii) joint ventures, strategic alliances, similar
arrangements or agreements for the assembly, pack, mark and test of semiconductor devices; or
(c) enter into any joint venture, strategic alliance, similar arrangement or agreement relating to activities outside of the Core Business and
that involves the actual or potential contribution of cash or assets by the Company exceeding two hundred million dollars (U.S.$200,000,000) in any Fiscal Year
or one billion dollars (U.S.$1,000,000,000) in the aggregate over the life of the joint venture, strategic alliance, similar arrangement or agreement.
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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