AMD 1994 Annual Report Download - page 86

ARTICLE V
COLLATERAL ACCOUNT
SECTION 5.1 Deposit Events. Each of the following events or occurrences
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described in this Section 5.1 shall constitute a "Deposit Event":
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5.1.1 Any representation or warranty of Guarantor made or deemed to
be made under this Guaranty, any Operative Agreement to which Guarantor is
a party or other writing or certificate furnished by or on behalf of
Guarantor to Lessor for the purposes of or in connection with this Guaranty
is or shall be incorrect when made in any material respect.
5.1.2 Guarantor shall default, fail to perform or observe any of the
covenants set forth at Article IV.
5.1.3 Any Change in Control shall occur.
5.1.4 Guarantor or any of its Subsidiaries defaults on the payment
of, or is otherwise in default (after expiration of any applicable grace
period) under, any Indebtedness (including, without limitation, the Bank of
America Credit Agreement) of Guarantor or such Subsidiaries to any Person
or Persons where such Indebtedness (individually or in the aggregate)
exceeds $10,000,000; or the occurrence of any event which would, by the
terms of Sections 8.01(i) or 8.01(j) of the Bank of America Credit
Agreement (as such Agreement is in effect on January 4, 1993), constitute
an Event of Default (as defined in the Bank of America Credit Agreement)
thereunder regardless of whether the Bank of America Credit Agreement is in
effect at such time or has been terminated.
SECTION 5.2 Deposit and Applications. Upon the occurrence of a Deposit
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Event, Guarantor shall within two (2) business days following receipt of written
demand from Lessor deposit in a cash collateral account (the "Collateral
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Account") maintained with Lessor and entitled "AMD Pledge Collateral Account for
the benefit of CIBC Inc." an amount equal to the Aggregate Balance Due plus the
present value (using a discount rate of five percent (5%)) of the remaining
unpaid Basic Rent due under each of the Leases. The amount deposited in the
Collateral Account shall be invested by Lessor at the direction of Guarantor in
Cash Equivalent Investments. All interest, dividends and earnings and other
distributions on such Cash Equivalent Investments shall also be deposited in the
Collateral Account. Lessor shall not incur any liability as a result of any
actions taken or not taken by it on its behalf in connection with the
maintenance of the Collateral Account and the investment of amounts deposited
therein, provided Lessor has not acted with gross negligence or willful
misconduct.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995