AMD 1994 Annual Report Download - page 66

ARTICLE II
GUARANTY PROVISIONS
SECTION 2.1 Guaranty. Guarantor hereby absolutely, unconditionally
--------
and irrevocably
(a) guarantees to Lessor the full and prompt payment and performance
of each of the obligations of Lessee under the Leases (collectively, the
"Obligations") which Obligations shall include without limitation:
------------
(i) full and prompt payment of all Basic Rent, Additional Rent,
Capital Rent, the Aggregate Balance Due with respect to Lessee's
Obligations under the Leases to purchase the Property and any other
payments or amounts required to be paid by Lessee under the Leases
(including all such amounts which would become due but for the
operation of the automatic stay under Section 362(a) of the United
States Bankruptcy Code, 11 U.S.C. (S)362(a)), and the operation of
Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11
U.S.C. (S)502(b) and (S)506(b);
(ii) the full and prompt payment, execution and performance of
all covenants and agreements of Lessee under each of the Leases,
including without limitation Sections 19.3, 20.3, 27, 41 and 51 of the
Amended Land Lease and Sections 19.3, 20.3, 27, 41 and 51 of the
Amended Building Lease; and
(iii) the full and prompt payment, execution and performance of
all obligations, covenants, liabilities and agreements of Lessee under
the Consent Agreement, including without limitation, all amounts
payable by Lessee pursuant to Section 5.2 of the Consent Agreement;
(b) agrees to indemnify, hold harmless and reimburse Lessor for (i)
any damages that Lessor may incur as a result of Lessee's failure to
perform any Obligations, including without limitation any damages Lessor
may incur if Lessor sells or causes the Property to be sold to any Person
following Lessee's failure to perform its obligations as set forth at
Section 41 of the Amended Land Lease or Section 41 of the Amended Building
Lease or as provided in the Consent Agreement, and (ii) any and all costs
and expenses (including reasonable attorney's fees and expenses) incurred
by Lessor in enforcing any rights under this Guaranty or under either or
both of the Leases or the Consent Agreement; and
(c) agrees, in the event of any termination of the Leases (or either
of them), to make Lessor whole for, and to
10
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995