AMD 2004 Annual Report Download - page 226

(B) the amount of cash paid and distributed (or the maximum amount of cash legally available for payment and/or distribution,
even if not actually paid or distributed) to the Non-Transferring Member during the most recently completed twelve (12) months in accordance with Section 5.1,
provided, however, that (1) with respect to Section 5.1.1(a), cash shall be treated as paid and distributed (or legally available for payment and/or distribution)
only to the extent that the Non-Transferring Member is able to use net operating losses to offset any taxable income allocable to such party, and (2) with respect
to Section 5.1.2(a), cash shall be treated as paid and distributed (or legally available for payment and/or distribution) only to the extent such payments are in
respect of loans from the Non-Transferring Member to the Company.
(2) On the second anniversary of the Financing Note, principal shall be repaid in an amount equal to the lesser of:
(A) the Percentage Sold multiplied by net income (as shown on the most recent Company financial statements, consistent with
GAAP) for the most recently completed twelve (12) months; and
(B) the amount of cash paid and distributed (or the maximum amount of cash available for payment and/or distribution, even if
not actually paid or distributed) to the Non-Transferring Member during the most recently completed twenty-four (24) months in accordance with Section 5.1
(provided, however, that (1) with respect to Section 5.1.1(a), cash shall be treated as paid and distributed (or legally available for payment and/or distribution)
only to the extent that the Non-Transferring Member is able to use net operating losses to offset any taxable income allocable to such party, and (2) with respect
to Section 5.1.2(a), cash shall be treated as paid and distributed (or legally available for payment and/or distribution) only to the extent such payments are in
respect of loans from the Non-Transferring Member to the Company), less any amounts paid to the Transferring Member pursuant to Section 9.3.8(b)(1).
(3) On the third anniversary of the Financing Note, the outstanding principal balance of the Financing Note (together with interest
thereon and all other amounts due thereunder) shall be repaid in full.
(c) For purposes of this Section 9.3.8, “Percentage Sold” shall be calculated by dividing (A) the number of shares being acquired by the
Non-Transferring Member by (B) the total number of shares outstanding on the date of the Offer Notice.
(d) Repayment of the Financing Note shall be secured by a first-priority, perfected security interest over all the Transfer Shares being sold
by the Transferring Member to the Non-Transferring Member. The Non-Transferring Member and the Transferring Member (if retaining any Membership
Interest in the Company) shall execute and deliver all documents, and take all other actions, necessary to perfect and maintain the Transferring Member’s
first-priority security interest in such Transfer Shares.
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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