AMD 2008 Annual Report Download - page 90

As of December 27, 2008, group consolidated cash was greater than $500 million and, therefore, the
preceding financial covenants were not applicable.
If our group consolidated cash declines below the amounts set forth above, we would be required to
maintain adjusted tangible net worth, determined as of the last day of each preceding fiscal quarter, of not less
than the amounts set forth below:
Measurement Date on fiscal quarter ending
Amount
(In millions)
December 2005 ................................................... $1,500
March 2006 and on the last day of each fiscal quarter thereafter ............. $1,750
In addition, if our group consolidated cash declines below the amounts set forth above, we would be
required to maintain EBITDA (as defined in the agreement) as of the last day of each preceding fiscal period set
forth below in an amount not less than the amount set forth below opposite the date of such preceding fiscal
period:
Period
Amount
(In millions)
For the four consecutive fiscal quarters ending
December 2005 and for the four fiscal quarters
ending on each fiscal quarter thereafter
$850 and $750 on an annualized basis for
the two most recent fiscal quarters ending
prior to December 31, 2006
Also on April 21, 2004, AMD, AMD Fab 36 KG, AMD Fab 36 LLC, AMD Fab 36 Holding GmbH, a
German company and wholly owned subsidiary of AMD that owns substantially all of our limited partnership
interest in AMD Fab 36 KG, and AMD Fab 36 Admin GmbH, a German company and wholly owned subsidiary
of AMD Fab 36 Holding that owns the remainder of our limited partnership interest in AMD Fab 36 KG,
(collectively referred to as the AMD companies) entered into a series of agreements (the partnership agreements)
with the original unaffiliated limited partners of AMD Fab 36 KG, Leipziger Messe and Fab 36 Beteiligungs,
relating to the rights and obligations with respect to their limited partner and silent partner contributions in AMD
Fab 36 KG. The partnership was established for an indefinite period of time. A partner may terminate its
participation in the partnership by giving twelve months advance notice to the other partners. The termination
becomes effective at the end of the year following the year during which the notice is given. However, other than
for good cause, a partner’s termination will not be effective before December 31, 2015.
The partnership agreements set forth each limited partner’s aggregate capital contribution to AMD Fab
36 KG and the milestones for such contributions. Pursuant to the terms of the partnership agreements, AMD,
through AMD Fab 36 Holding and AMD Fab 36 Admin, provided an aggregate of $713 million, Leipziger Messe
provided an aggregate of $281 million and Fab 36 Beteiligungs provided an aggregate of $169 million. The
capital contributions of Leipziger Messe and Fab 36 Beteiligungs were comprised of limited partnership
contributions and silent partnership contributions. These contributions were due at various dates upon the
achievement of milestones relating to the construction and operation of Fab 36. All of the capital contributions
have been made in full.
The partnership agreements also specify that the unaffiliated limited partners will receive a guaranteed rate
of return of between 11 percent and 13 percent per annum on their total investment depending upon the monthly
wafer output of Fab 36. We guaranteed these payments by AMD Fab 36 KG.
In April 2005, we amended the partnership agreements in order to restructure the proportion of Leipziger
Messe’s silent partnership and limited partnership contributions. Although the total aggregate amount that
Leipziger Messe has agreed to provide remained unchanged, the portion of its contribution that constitutes
limited partnership interests was reduced by $70 million while the portion of its contribution that constitutes
silent partnership interests was increased by a corresponding amount. In this report, we refer to this additional
silent partnership contribution as the New Silent Partnership Amount.
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