AMD 1998 Annual Report Download - page 163

shall be borne solely by Tenant. Landlord, as record title holder to the Excess
Land, shall cooperate with Tenant in obtaining a lawful subdivision of the
Leased Premises with separate parcels consisting of the Excess Land and the
Retained Premises, at no cost to Landlord. If Landlord conveys the Excess Land,
then, except for Surviving Obligations this Lease shall terminate with respect
to the Excess Land, but shall remain in full force and effect with respect to
the Retained Premises, provided, however, that in no event will the release of
the Excess Land from this Lease amend, reduce or modify any of the obligations
and liabilities of Tenant hereunder, including the obligations to pay Basic Rent
in the amount set forth in Exhibit "D" hereto.
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(b) In the event at any time during the term Tenant determines
to construct or cause to be constructed improvements on the Excess Land, Tenant
shall so notify Landlord, and Landlord and Tenant shall negotiate in good faith
for Landlord to purchase the Excess Land from Tenant, construct such
improvements and lease the same to Tenant.
36. Financing Major Alterations.
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(a) Should Tenant, during the Term of this Lease, desire to
make Alterations to any of the Leased Premises which are not readily removable
without causing material damage to the Leased Premises or to expand the
Improvements and which will cost in excess of $500,000 ("Major Alterations"),
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Tenant may, prior to the commencement of construction of such Major Alterations,
request Landlord to reimburse the costs thereof (the "Alteration Cost") to
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Tenant, to wit: cost of labor and materials, financing fees, legal fees,
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survey, title insurance and other normal and customary loan or construction
costs.
(b) Should Landlord agree to reimburse such costs, Landlord and
Tenant shall enter into good faith negotiations regarding the execution and
delivery of a written agreement of modification of this Lease, which agreement
shall provide for the following:
(i) payment by Landlord to Tenant of the Alteration
Cost within one hundred twenty (120) days of the date of Landlord's agreement to
pay the Alteration Cost, or in installment payments as agreed, or on the date of
completion of the Major Alterations, whichever shall be the later;
(ii) an increase in the annual Basic Rent payable during
the Amortization Period (as hereinafter defined) to an amount sufficient to
amortize the Alteration Cost ("Total Financing") over a period (the
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"Amortization Period") which shall be the remainder of the then current Term
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and, if Tenant so elects, any additional extension periods provided for herein
(so long as Tenant shall confirm any such extension periods included in the
Amortization Period by a written waiver of its right to give notice of its
intention not to renew this Lease prior to the expiration of such extension
periods), at such rate of interest and upon such other terms as shall be agreed
upon between Landlord and Tenant, but which shall be no less favorable than the
prevailing interest rate and terms for first unsecured loans in a principal
amount equal to the Total Financing for borrowers with credit ratings equivalent
to that of Tenant's at that time;
(iii) provide a rate of return to Landlord on Landlord's
equity investment in the Leased Premises equal to that enjoyed by Landlord
hereunder immediately prior to such proposed increase in Basic Rent; and
(iv) such other changes and amendments to this Lease as
may be necessary and appropriate in view of such payment of the Alteration Cost
by Landlord to Tenant.
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999