AMD 2004 Annual Report Download - page 235

year during which the liquidation occurs), then such Member shall have no obligation to make any Capital Contribution with respect to such deficit, and such
deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever.
10.5 Liquidation
10.5.1 Upon dissolution of the Company, the Board of Managers (or other Person(s) designated by a decree of court) shall act as the “Liquidators”
of the Company. The Liquidators shall liquidate the Company Assets, and after allocating (pursuant to Article 6 of this Agreement) all income, gain, loss and
deductions resulting therefrom, shall apply and distribute the proceeds thereof as follows:
(a) first, to (i) the payment of the obligations of the Company to third parties, including, but not limited to and on a pari passu basis, taxes,
debts, lease and other payments to Persons other than Members or their Affiliates; (ii) the expenses of liquidation; and (iii) the setting up of any reserves for
contingencies, debts or liabilities to Persons other than the Members or their Affiliates, whether the whereabouts of the creditor is known or unknown, which the
Board of Managers may consider necessary;
(b) thereafter, amounts due to either Member or their respective Affiliates (other than a Company Entity) pursuant to intellectual property
license agreements, consulting agreements, services agreements, subcontracting agreements, lease agreements and other similar agreements, but excluding any
Member Debt Financing or Member Guaranteed Financing;
(c) thereafter, to the repayment, on a pari passu basis, of any Member Debt Financing or Member Guaranteed Financing;
(d) thereafter, to the setting up of any reserves for contingencies, debts or liabilities to Members or their Affiliates, which the Board of
Managers may consider necessary; and
(e) thereafter, to the Members in proportion to the positive balances in the Members’ respective Capital Accounts, determined after taking
into account all Capital Account adjustments for the Company’s taxable year during which such liquidation occurs, by the end of the taxable year in which such
liquidation occurs or, if later, within ninety (90) days after the date of the liquidation.
10.5.2 Notwithstanding Section 10.5.1 of this Agreement, in the event that the Board of Managers determines that an immediate sale of all or any
portion of the Company Assets would cause undue loss to the Members, the Board of Managers, in order to avoid such loss to the extent not then prohibited by
the Act, may either defer liquidation of and withhold from distribution for a reasonable time any Company Assets except those necessary to satisfy the
Company’s debts and obligations, or, subject to Section 5.5, distribute the Company Assets to the Members in kind (in accordance with the second sentence of
Section 10.5.1).
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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