AMD 2004 Annual Report Download - page 272

AMD DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2003 (the “Effective Date”), by and between FASL
LLC, a Delaware limited liability company (“FASL”), and Advanced Micro Devices, Inc., a Delaware corporation (“AMD”). FASL and AMD are hereinafter
also referred to as the “Parties” and individually as a “Party.”
RECITALS
WHEREAS, pursuant to the Amended and Restated Limited Liability Company Operating Agreement, dated June 30, 2003 (the “LLC Operating
Agreement”), among AMD, AMD Investments, Inc., a Delaware corporation (“AMDI”), Fujitsu Limited, a Japanese corporation (“Fujitsu”), and Fujitsu
Microelectronics Holding, Inc., a Delaware corporation (“FMH”), and the Contribution and Assumption Agreement (the “Contribution Agreement”), among
AMD, AMDI, Fujitsu, FMH and FASL, AMD and Fujitsu have formed FASL for the purpose of designing, manufacturing and marketing flash memory
products; and
WHEREAS, as part of such joint venture arrangement, AMD and Fujitsu have agreed that FASL will appoint AMD and Fujitsu as FASL’s sole initial
distributors of Products (as defined below).
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and other terms and conditions contained herein, FASL and
AMD agree as follows:
AGREEMENT
1. DEFINITIONS; INTERPRETATION
1.1 Capitalized but Undefined Terms. Capitalized terms used in this Agreement but not defined herein shall have the meaning ascribed to such terms in
the LLC Operating Agreement.
1.2 Terms Defined in this Agreement. The following terms when used in this Agreement shall have the following definitions:
1.2.1 “Action Plan” has the meaning set forth in Section 14.2.1.
1.2.2 “Affiliate” is defined in the LLC Operating Agreement.
1.2.3 “AMD Account” means a Customer listed as such onSchedule 2.1.
1.2.4 “AMD Extended Period Support Customer” means a Customer listed as such onSchedule 2.1.
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