AMD 1994 Annual Report Download - page 328

collateral account and is not subject to restrictions against access by the
Company in excess of those set forth by regulations promulgated by the Federal
Reserve Board, and (ii) such deposit account is not intended by the Company or
any of its Subsidiaries to provide collateral to the depository institution.
7.2 Disposition of Assets. The Company shall not, and shall not suffer
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or permit any of its Subsidiaries to, directly or indirectly, sell, assign,
lease, convey, transfer or otherwise dispose of (whether in one or a series of
transactions) any Property (including accounts and notes receivable (with or
without recourse) and equipment sale-leaseback transactions) or enter into any
agreement to do any of the foregoing, except:
(a) dispositions of inventory, or used, outmoded, worn-out or
surplus equipment, all in the Ordinary Course of Business;
(b) the sale of equipment to the extent that such equipment is
exchanged for credit against the purchase price of similar replacement
equipment, or the proceeds of such sale are reasonably promptly applied to the
purchase price of such replacement equipment; and
(c) dispositions not otherwise permitted hereunder which are made
for fair market value; provided, that (i) at the time of any disposition, no
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Default or Event of Default shall exist or shall result from such disposition,
(ii) the aggregate sales price from any disposition pursuant to a sale-leaseback
transaction shall be paid in cash, (iii) sale-leaseback transactions shall only
be permitted with respect to real property and equipment, and (iv) the aggregate
fair market value of all assets (excluding real property and equipment subject
to sale-leaseback transactions) so sold by the Company and its Subsidiaries,
together with all other sales under this subsection (c) since September 21,
1994, shall not exceed in the aggregate 20% of the Company's Consolidated
Tangible Net Worth as calculated immediately prior to such disposition.
Notwithstanding subsection 7.2(c) above, the disposition of accounts receivable
shall not be permitted.
7.3 Consolidations and Mergers. The Company shall not, and shall not
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suffer or permit any of its Subsidiaries to, merge, consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one transaction or
in a series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except:
54.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995