AMD 1998 Annual Report Download - page 166

(f) As long as no Event of Default exists, all interest accrued
on the Security Deposit shall be paid to Tenant as and when such interest is
received from the investment of the Security Deposit, but in no event more than
once per calendar quarter.
(g) Landlord shall have the right to designate Lender as the
holder of the Security Deposit during the term of the applicable Loan in which
event Lender shall have all of the rights of Landlord under this Paragraph 37.
Tenant covenants and agrees to execute such agreements, consents and
acknowledgments as may reasonably be requested by Landlord from time to time to
change the holder of the Security Deposit as hereinabove provided.
38. Right of First Refusal.
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(a) Except as otherwise provided in clause (h) of this
Paragraph 38, and provided an Event of Default does not then exist, if Landlord
shall enter into a bona fide, arms-length contract for the sale (the "Sale
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Contract") of the Leased Premises with a Third Party Purchaser (which Sale
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Contract may include other property owned by Landlord so long as a specific
purchase price is allocated to the Leased Premises), such Sale Contract must be
conditioned upon Tenant's failure to exercise its right under this Paragraph 38,
Landlord shall give written notice to Tenant of the Sale Contract, together with
a copy of the executed Sale Contract and the name and business address of the
Third Party Purchaser.
(b) For a period of thirty (30) days following receipt of such
notice, Tenant shall have the right, exercisable by written notice to Landlord
given within said thirty (30) day period, to elect to purchase the Leased
Premises at the purchase price (calculated on a comparable after-tax basis with
respect to capital gains, including depreciation and in cash) and upon all the
terms and conditions set forth in such Sale Contract except that no
contingencies contained in such Sale Contract as to environmental assessments,
engineering studies, inspection of the Leased Premises, availability of
financing, sale of other property, state of the title to or encumbrances on the
Leased Premises, or any other condition or contingency to the Third Party
Purchaser's obligation to purchase the Leased Premises which pertains to the
condition of the Leased Premises, the Third Party Purchaser's ability to take
certain action or any other factor beyond the control of Landlord, shall apply
to Tenant's obligation to purchase the Leased Premises under this Paragraph 38,
and Tenant shall be obligated to purchase the Leased Premises without any such
condition or contingency.
(c) If at the expiration of the aforesaid thirty (30) day
period Tenant shall have failed to exercise the aforesaid right of first
refusal, Landlord may sell the Leased Premises to such Third Party Purchaser
upon the terms set forth in such contract.
(d) Except as otherwise specifically provided herein, the
closing date for any purchase of the Leased Premises by Tenant pursuant to this
Paragraph 38 shall be the earlier to occur of (i) ninety (90) days after the
date of Tenant's notice to Landlord of its intention to purchase the Leased
Premises upon the terms of a Sale Contract with a Third Party Purchaser and (ii)
the closing date provided in such Sale Contract. At such closing Landlord shall
convey the Leased Premises to Tenant in accordance with, and Tenant shall pay to
Landlord the purchase price and other consideration set forth in, the applicable
contract.
(e) Tenant shall have the right during the Term to exercise the
foregoing right of first refusal upon (i) each proposed sale of the Leased
Premises prior to the tenth (10th) anniversary of the date of this Lease and
(ii) one (1) time during the period commencing with the tenth (10th) anniversary
of the date of this Lease and ending with the last day of the Term; provided,
that if, following compliance with the procedure described in Paragraph 38(b), a
Third Party Purchaser does not purchase the Leased Premises, such event shall
not count as an exercise of Tenant's right of first refusal.
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999