AMD 1998 Annual Report Download - page 150

Paragraph 19 hereof. If any Condemnation which is not a Partial Condemnation
shall occur, Tenant shall comply with the terms and conditions of Paragraph 18.
Landlord and Tenant waive the provisions of California Civil Code Sections 1932
and 1933 and California Code of Civil Procedure Section 1265.130.
(d) In the event of a Requisition of any of the Leased
Premises, if any Net Award payable by reason of such Requisition or Partial
Condemnation is (i) retained by Landlord (and not applied to restoration in the
case of a Partial Condemnation), each installment of Basic Rent payable on or
after the date on which the Net Award is paid to Landlord shall be reduced by a
fraction, the denominator of which shall be the total amount of all Basic Rent
due from such date to and including the last Basic Rent Payment Date for the
then existing Term and the numerator of which shall be the amount of such Net
Award retained by Landlord, or (ii) paid to Lender, then each installment of
Basic Rent thereafter payable shall be reduced in the same amount and for the
same period as payments are reduced under the Note until such Net Award has been
applied in full or until the Term has expired, whichever first occurs.
18. Termination Events.
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(a) If (i) the entire Leased Premises shall be taken by a
Taking or (ii) any substantial portion of the Leased Premises shall be taken by
a Taking and in the prudent business judgment of Tenant cannot be restored to an
integrated unit sufficient for Tenant's business (each of the events described
in the above clauses (i) and (ii) shall hereinafter be referred to as a
"Termination Event"), then (x) in the case of (i) above, Tenant shall be
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obligated, within thirty (30) days after Tenant receives a Condemnation Notice
and (y) in the case of (ii) above, Tenant shall have the option, within thirty
(30) days after Tenant receives a Condemnation Notice, to give to Landlord
written notice of the Tenant's election to terminate this Lease (a "Termination
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Notice") in the form described in Paragraph 18(b).
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(b) A Termination Notice shall contain (i) notice of Tenant's
intention to terminate this Lease on the first Basic Rent Payment Date which
occurs at least sixty (60) days after receipt of the Termination Notice (the
"Termination Date") and (ii) a binding and irrevocable offer of Tenant to
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pay to Landlord the Termination Amount.
(c) If Landlord shall reject such offer to pay the Termination
Amount pursuant to Paragraph 18(b) above by written notice to Tenant (a
"Rejection"), which Rejection shall contain the written consent of Lender, not
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later than thirty (30) days following the receipt of the Termination Notice,
then this Lease shall terminate on the Termination Date; provided that, if
Tenant has not satisfied all Monetary Obligations on the Termination Date, then
Landlord may, at its option, extend the date on which this Lease may terminate
to a date which is no later than the first Basic Rent Payment Date after the
Termination Date on which Tenant has satisfied all Monetary Obligations. Upon
such termination (i) all obligations of Tenant hereunder shall terminate except
for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall
have no further right, title or interest in or to any of the Leased Premises and
(iii) the Net Award shall be retained by Landlord. Notwithstanding anything to
the contrary hereinabove contained, if Tenant shall have received a Rejection
and, on the date when this Lease would otherwise terminate as provided above,
Landlord shall not have received the full amount of the Net Award payable by
reason of the applicable Termination Event, then the date on which this Lease is
to terminate automatically shall be extended to the first Basic Rent Payment
Date after the receipt by Landlord of the full amount of the Net Award (but in
no event shall any such extension exceed a maximum of three months) provided
that, if Tenant has not satisfied all Monetary Obligations on such date, then
Landlord may, at its option, extend the date on which this Lease may terminate
to a date which is no later than the first Basic Rent Payment Date after such
date on which Tenant has satisfied all such Monetary Obligations.
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999