RECIPROCAL EASEMENT AGREEMENT
Published on August 21, 1996
EXHIBIT 4.8
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RECIPROCAL EASEMENT AGREEMENT
BY AND BETWEEN
ADVANCED MICRO DEVICES, INC.,
a Delaware corporation
And
AMD TEXAS PROPERTIES, LLC,
a Delaware limited liability company
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RECIPROCAL EASEMENT AGREEMENT
This Reciprocal Easement Agreement (this "Agreement") is between ADVANCED
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MICRO DEVICES, INC., a Delaware corporation ("AMD"), and AMD TEXAS PROPERTIES,
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LLC, a Delaware limited liability company ("LLC").
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RECITALS:
A. LLC is the owner of the leasehold estate covering certain real pro-
perty described on Exhibit A attached hereto and made a part hereof for all
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purposes (the "Premises"), under and by virtue of that certain Lease, Option to
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Purchase, and Put Option Agreement dated of even date herewith (the "Lease") by
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and between LLC, as Lessee, and AMD, as Lessor, filed or to be filed of record
in the Real Property Records of Travis County, Texas.
B. AMD is the owner of certain real property described on Exhibit B
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attached hereto and made a part hereof for all purposes ("AMD's Adjoining
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Land"), which is adjacent to the Premises.
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C. LLC has agreed to grant certain easements to AMD on, over, under and
across the Premises, and AMD has agreed to grant to LLC certain easements on,
over, under and across AMD's Adjoining Land.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, Ten and No/100 Dollars ($10.00) cash, and other good and
valuable consideration in hand paid, the receipt and sufficiency of which are
hereby mutually acknowledged and confessed, AMD and LLC covenant and agree as
follows:
I.
Definitions
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1.1 The following capitalized terms shall have the indicated meanings when
used in this Agreement:
"Agent" means Bank of America National Trust and Savings Association, as
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administrative agent for itself and the "Banks" defined in the Credit
Agreement.
"AMD" shall have the meaning ascribed thereto in the first paragraph of
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this Agreement, and shall include its successors and assigns as the owner
of AMD's Adjoining Land.
"AMD Easements" shall have the meaning ascribed thereto in Section 2.2.
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"AMD Improvements" shall have the meaning ascribed thereto in Section
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2.2(j)(9).
"AMD's Adjoining Land" shall mean the land adjacent to the Premises more
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particularly described in Exhibit B attached hereto and made a part hereof.
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"Grantee" shall mean IBJ Schroder Bank & Trust Company, as collateral
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agent, its successors and assigns, for the ratable benefit of (i) Agent,
its successors and assigns, as administrative agent under the Credit
Agreement, and (ii) Indenture Trustee, its successors and assigns, as
trustee under the Indenture.
"Indenture" shall mean that certain Indenture dated as of August 1, 1996,
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by and between AMD and United States Trust Company of New York, as the same
may hereafter be amended, modified or restated from time to time.
"Indenture Trustee" shall mean United States Trust Company of New York, a
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New York trust company, as the "Indenture Trustee", under the Indenture, or
any successor or substitute appointed from time to time under the
Indenture.
"Lease" shall have the meaning ascribed thereto in Recital A to this
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Agreement.
"Lenders" shall mean, collectively, the Agent, the banks under the Credit
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Agreement, the Indenture Trustee, the noteholders under the Indenture and
the Grantee, and singularly shall mean any of them.
"LLC" shall have the meaning ascribed thereto in the first paragraph of
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this Agreement and shall include its successors and assigns as the owner of
the leasehold estate in and to the Premises.
"LLC Easements" shall have the meaning ascribed thereto in Section 2.1.
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"LLC Improvements" shall have the meaning ascribed thereto in Section
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2.1(l)(9).
"Premises" shall mean the land described in Exhibit A attached hereto and
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made a part hereof.
1.2 All other capitalized terms used in this Agreement and not otherwise
defined herein shall have the meaning ascribed thereto in the Lease.
II.
Grant of Easements:
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2.1 Grant of LLC Easements by AMD to LLC. AMD does hereby grant to LLC,
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its successors and assigns, for the uses and purposes and subject to the
conditions and the limitations hereinafter set forth, the "LLC Easements" (as
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such term is defined below). As used in this Agreement, the term "LLC
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Easements" shall refer collectively to and mean non-exclusive easements and
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rights-of-way in, on, over, under, through and across the respective portions of
AMD's Adjoining Land which are identified and described in Exhibit A-1 which is
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attached hereto and made a part hereof for all purposes; provided, if any now or
hereafter existing pipelines, powerlines, equipment,
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facilities, pavement or other improvements are located outside of the boundaries
of such easements and rights-of-way as identified and described in Exhibit A-1,
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this grant shall extend to and encompass such pipelines, powerlines, equipment,
facilities, pavement and other improvements to permit their use and enjoyment to
the same effect as if the descriptions set forth in Exhibit A-1 specifically
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covered and described their present locations. The LLC Easements are granted
and accepted for the following purposes and upon and subject to the following
conditions, respectively:
(a) LLC Potable Water Supply Easement:
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(1) This easement shall be used by LLC for the purposes of
transporting potable water across AMD's Adjoining Land for use on the
Premises and for the other purposes hereinbelow expressly permitted.
(2) This easement shall permit LLC to construct, inspect, maintain,
repair, replace and use one or more pipelines and related facilities in and
under the lands encumbered by this easement. Except for structures and
improvements that presently exist thereon and for replacements therefor, no
above or below ground structures or improvements shall be permitted without
AMD's prior written consent, which consent shall not be unreasonably
withheld.
(3) All work required to construct, maintain, repair, replace and
operate pipes and other facilities in this easement for LLC shall be
conducted on the area encumbered with this easement and within the area
five feet (5') on either side of such area. Following all such operations,
LLC shall restore the area affected by such operations to as nearly the
same condition as existed prior to such operations as is possible. All
such operations shall be conducted at the sole cost, risk and expense of
LLC.
(b) LLC Fire Water Storage and Distribution System Easement:
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(1) This easement shall be used by LLC for the purposes of storing
water at, and transporting such stored water from, the existing storage and
distribution facilities on AMD's Adjoining Land and the Premises for use in
combating fires on the Premises, and for the other purposes hereinbelow
expressly permitted.
(2) This easement shall permit LLC jointly with AMD to construct,
inspect, maintain, repair, replace and use fire water pipelines, pumps and
storage and distribution facilities on the portion of AMD's Adjoining Land
identified in Exhibit A-1 as the portion of the lands encumbered with this
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easement on which such existing facilities are located and shall permit LLC
to construct, inspect, maintain, repair, replace and operate one or more
pipelines and related facilities in and under the lands encumbered by this
easement as necessary to distribute such stored water to the Premises for
the purpose of combating fires on the Premises. Except for structures and
improvements that presently exist thereon and for replacements therefor, no
above ground or below ground structures or improvements shall be permitted
without the prior written consent of AMD, which consent shall not be
unreasonably withheld.
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(3) Except for the portion of the lands encumbered with this
easement on which the water storage tank is located, all work required to
construct, maintain, repair, replace and operate pipes and other facilities
in this easement for LLC shall be conducted on the area encumbered with
this easement and within the area five feet (5') on either side of such
area. Following all such operations, LLC shall restore the area affected by
such operations to as nearly the same condition as existed prior to such
operations as is possible. All such operations shall be conducted at the
sole cost, risk and expense of LLC.
(4) On that portion of the lands encumbered with this easement on
which the water storage tanks are located, all work required to construct,
maintain, repair, replace and operate such tanks (together with all pipes,
pumps and facilities attached to such tanks and necessary for their use,
operation or maintenance) shall be the joint cost of AMD and LLC and shall
be managed and overseen by AMD. LLC shall reimburse AMD for thirty-three
percent (33%) of such costs within thirty (30) days of request therefor by
AMD.
(c) LLC Natural Gas Distribution Easement:
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(1) This easement shall be used by LLC for the purpose of
transporting natural gas across AMD's Adjoining Land for use on the
Premises and for the other purposes hereinbelow expressly permitted.
(2) This easement shall permit LLC to construct, inspect, maintain,
repair, replace and use one or more pipelines and related facilities in and
under the lands encumbered by this easement. Except for structures and
improvements that presently exist thereon and for replacements therefor, no
above ground structures or improvements shall be permitted without the
prior written consent of AMD, which consent shall not be unreasonably
withheld.
(3) All work required to construct, maintain, repair, replace and
use pipes and other facilities in this easement for LLC shall be conducted
on the area encumbered with this easement and within the area five feet
(5') on either side of such area. Following all such operations, LLC shall
restore the area affected by such operations to as nearly the same
condition as existed prior to such operations as is possible. All such
operations shall be conducted at the sole cost, risk and expense of LLC.
(d) LLC Wastewater Discharge System Easement:
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(1) This easement shall be used by LLC for the purpose of
transporting wastewater from the Premises to the existing wastewater
disposal facilities located on AMD's Adjoining Land and for the other
purposes hereinbelow expressly permitted.
(2) This easement shall permit LLC to construct, inspect, maintain,
repair, replace and use one or more sewer lines and related facilities in
and under the lands encumbered by this easement. Except for structures and
improvements that presently exist thereon and for replacements therefor, no
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above ground structures or improvements shall be permitted without the
prior written consent of AMD, which consent shall not be unreasonably
withheld.
(3) All work required to construct, maintain, repair, replace and
operate pipes and other facilities in this easement for LLC shall be
conducted on the area encumbered with this easement and within the area
five feet (5') on either side of such area. Following all such operations,
LLC shall restore the area affected by such operations as nearly to the
same condition as existed prior to such operations as is possible. All
such operations shall be conducted at the sole cost, risk and expense of
LLC.
(e) LLC Drainage/Detention System Easement:
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(1) This easement shall be used by LLC for the purpose of
transporting rainwater from the Premises to any detention and filtration
facilities located on AMD's Adjoining Land or as may be necessary to
transport rainwater across the AMD's Adjoining Land to detention and
filtration facilities on neighboring properties, and for the other purposes
hereinbelow expressly permitted.
(2) This easement shall permit LLC to use the existing pipes,
drains, ditches and any ponds located on and over AMD's Adjoining Land. No
additional structures or improvements shall be permitted except with the
prior written consent of AMD, which consent shall not be unreasonably
withheld.
(3) All work required to construct, maintain, repair, replace and
operate pipes, drains, ditches and ponds and other facilities in this
easement shall be conducted on the area encumbered with this easement and
within the area five feet (5') on either side of such area. Following all
such operations, AMD's Adjoining Land affected by any of such operations
shall be restored to as nearly to the same condition as existed prior to
such operations as possible. All such operations shall be conducted at the
joint cost, risk and expense of AMD and LLC, and shall be managed and
overseen by AMD. LLC shall reimburse AMD fifty percent (50%) of such costs
within thirty (30) days of request therefor by AMD.
(f) LLC Parking Easement:
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(1) This easement shall be used by LLC for the purpose of a motor
vehicle parking lot for its employees and invitees who work or are meeting
with LLC on the Premises and for the other purposes hereinbelow expressly
permitted.
(2) This easement shall permit LLC jointly with AMD to construct,
inspect, maintain, repair, replace and use a surface vehicular parking lot
and related facilities. Except for structures and improvements that
presently exist thereon and for replacements therefor and except for a
security fence, curb stops and such other items which are customary for
outdoor vehicle parking lots, no above ground structures or improvements
shall be permitted without the prior written consent of AMD, which consent
shall not be unreasonably withheld.
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(3) All work required to construct, maintain, repair, replace and
operate the parking lot and other facilities in this easement shall be
conducted at the joint cost, risk and expense of AMD and LLC. LLC shall
reimburse AMD fifty percent (50%) of such costs within thirty (30) days of
request therefor by AMD. AMD shall manage and oversee all such activities
and operations.
(g) LLC Driveway Easement:
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(1) This easement shall be used by LLC for the purpose of a motor
vehicle access between the Premises and public streets which abut AMD's
Adjoining Land for its employees and invitees who work or are meeting with
LLC on the Premises and for the other purposes hereinbelow expressly
permitted.
(2) This easement shall permit LLC jointly with AMD to construct,
inspect, maintain, repair, replace and use driveways on, over and across
the lands encumbered by this easement. Except for structures and
improvements that presently exist thereon and for replacements therefor and
except for curbs and such other items which are customary for driveways
which provide the type of service as now provided thereby, no above ground
structures or improvements shall be permitted, without AMD's prior written
consent, which consent shall not be unreasonably withheld.
(3) All work required to construct, maintain, repair, replace and
operate the driveways and other facilities in this easement shall be
conducted at the joint cost, risk and expense of AMD and LLC. LLC shall
reimburse AMD fifty percent (50%) of such costs within thirty (30) days of
request therefor by AMD. AMD shall manage and oversee all such activities
and operations.
(h) LLC Electric Services Easement:
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(1) This easement shall be used by LLC for the purpose of
transporting electric service across AMD's Adjoining Land to the facilities
on the Premises and for the other purposes hereinbelow expressly permitted.
(2) This easement shall permit LLC jointly with AMD to construct,
install, inspect, maintain, repair, replace and use wires, conduits,
equipment and other facilities necessary to provide electric service to the
facilities located on the Premises. Without limiting the foregoing, this
easement shall also extend (to the extent only that the existing electric
substation still exists on AMD's Adjoining Land and is being used to
generate electricity for AMD) to the right of LLC to install, maintain,
repair, replace and operate additional equipment and facilities to upgrade
and increase the capacity of the existing electric substation located on
AMD's Adjoining Land for the purpose of providing or increasing electric
service to the Premises, at LLC's expense, and provided that such upgrading
shall be effected without interruption or reduction of the electrical
service to the facilities on AMD's Adjoining Land. Above ground structures
and improvements shall be permitted in the locations currently being used
for such above ground structures and improvements (including, without
limitation, at the site of the
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existing electric substation) (to the extent only that the existing
electric substation still exists on AMD's Adjoining Land and is being used
to generate electricity for AMD) and to the extent approved by AMD (which
approval shall not be unreasonably withheld) as to locations on this
easement at which no such above ground structures or improvements currently
exist.
(3) All work required to construct, maintain, repair, replace and
operate powerlines, conduits, equipment and other facilities in this
easement for LLC shall be conducted on the area encumbered with this
easement and within the area five feet (5') on either side of such area.
Following all such operations, LLC shall restore the area affected by such
operations to as nearly the same condition as existed prior to such
operations as is possible. All such operations shall be conducted at the
sole cost, risk and expense of LLC.
(4) Nothing in this paragraph 2.1(h) shall be deemed or construed
as an agreement by, or an obligation of, AMD to provide electric service to
LLC, or to be or seek the status of a "public utility" under the laws of
the State of Texas or any federal law. Any intention and any implication in
this paragraph 2.1(h) that AMD shall become a public utility is hereby
expressly negated.
(i) LLC Nitrogen Plant Site Easement:
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(1) This easement shall be used by LLC for the purpose of
transporting nitrogen gas and other gases from the gas manufacturing
facilities located on AMD's Adjoining Land for use on the Premises and for
the other purposes hereinbelow expressly permitted. If at any time during
the term of this easement, no person is manufacturing gases from facilities
located on lands encumbered by this easement and LLC desires for gas
manufacturing to be conducted thereon in order to obtain such gases for use
on the Premises, then this easement shall also exist for the purposes of
LLC's producing and manufacturing such gases thereon and therefrom;
provided, however, should AMD modify the use of such plant in order to
alter the facility in accordance with technological improvements in the
process then conducted therein, then LLC's sole rights hereunder shall be
to use such process and not restrict the facility to its existing
production of gas.
(2) This easement shall permit LLC to construct, inspect, maintain,
repair, replace and use one or more pipelines and related facilities in and
under the lands encumbered by this easement for said purpose, and in the
event specified in paragraph 2.1(i)(1), a gas manufacturing plant on said
lands encumbered by this easement. Without limiting the foregoing, this
easement shall also extend to the right of LLC to install, maintain,
repair, replace and use additional equipment and facilities on the easement
and within the existing improvements thereon to upgrade and increase the
capacity of such facilities, at LLC's expense and without interference or
interruption of the existing services to AMD's Adjoining Land. Except for
structures and improvements that presently exist thereon and for
replacements therefor and for construction of a gas manufacturing plant in
the event specified in paragraph 2.1(i)(1), no above
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ground structures or improvements shall be permitted without the prior
written consent of AMD, which consent shall not be unreasonably withheld.
(3) All work required to construct, maintain, repair, replace and
operate pipes and other facilities in this easement for LLC shall be
conducted on the area encumbered with this easement and within the area
five feet (5') on either side of such area. Following all such operations,
LLC shall restore the area affected by such operations to as nearly the
same condition as existed prior to such operations as is possible. All
such operations shall be conducted at the sole cost, risk and expense of
LLC.
(4) AMD and LLC acknowledge that at this time, the gas
manufacturing plant located on AMD's Adjoining Land burdened by this
easement is owned and operated by Air Products, Inc., and is located on a
site leased to Air Products, Inc. by AMD. AMD and LLC each shall have the
right to negotiate with such owner and operator of the gas manufacturing
plant to purchase gas products upon such terms and conditions as such owner
and operator and AMD or LLC, as the case may be, may agree. If at any time
hereafter, however, no such third party owner and operator is providing gas
products from the site encumbered by this easement, but AMD elects to
operate a gas manufacturing plant at such site, then AMD agrees to furnish
to LLC gas products manufactured by it at such plant at market rates upon
market terms.
(j) LLC IWN/RO-DI Services Easement:
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(1) This easement shall be used by LLC jointly with AMD for the
purpose of transporting industrial waste water to, and disposing of such
water in, the industrial waste neutralization facilities, and for producing
de-ionized water in, and transporting such water from, the reverse osmosis
de-ionized water production facilities, located on AMD's Adjoining Land.
(2) This easement shall permit LLC to construct, inspect, maintain,
repair, replace and operate one or more pipelines and related facilities in
and under the lands encumbered by this easement. Without limiting the
foregoing, this easement shall also extend to the right of LLC to install,
maintain, repair, replace and use additional equipment and facilities on
the easement and within the existing improvements thereon to upgrade and
increase the capacity of such facilities, at LLC's expense and without
interference or interruption of the existing services to AMD's Adjoining
Land. Except for structures and improvements that presently exist thereon
and for replacements therefor, no above ground structures or improvements
shall be permitted without the prior written consent of AMD, which consent
shall not be unreasonably withheld.
(3) All work required to construct, maintain, repair, replace and
operate pipes and other facilities in this easement for LLC shall be
conducted on the area encumbered with this easement and within the area
five feet (5') on either side of such area. Following all such operations,
LLC shall restore the area affected by such operations to as nearly the
same condition as existed prior
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to such operations as is possible. All such operations shall be conducted
at the sole cost, risk and expense of LLC.
(4) With respect to industrial waste water neutralization and de-
ionized water production, AMD further agrees, if requested by LLC, to take
and accept from LLC industrial waste water for neutralization at the
industrial waste water neutralization facilities located on AMD's Adjoining
Land, and to produce and supply to LLC de-ionized water from the reverse
osmosis de-ionized water production facilities located on AMD's Adjoining
Land. Such services and products shall be furnished to LLC, if requested,
at market rates and upon market terms. Additionally, if AMD, its
successors and assigns, cease to operate the industrial waste water
neutralization or the de-ionized water facilities presently located on
AMD's Adjoining Land encumbered by this easement, then this easement may
also be used by LLC for the purposes of maintaining, repairing, replacing,
using and operating such facilities all at LLC's sole risk, costs and
expense.
(k) LLC Telecommunications Easement:
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(1) This easement shall be used by LLC for the purpose of providing
telephone, fiber optic and other telecommunication lines and related
facilities across AMD's Adjoining Land to the Premises and for the other
purposes hereinbelow expressly permitted.
(2) This easement shall permit LLC to construct, inspect, maintain,
repair, replace and use cables, wires, conduits, equipment and other
facilities necessary to provide telephone, fiber optic and
telecommunication services to the facilities located on the Premises.
Except for structures and improvements that presently exist thereon and for
replacements therefor, no above-ground structures or improvements shall be
permitted without the prior written consent of AMD, which consent shall not
be unreasonably withheld.
(3) All work required to construct, maintain, repair, replace and
operate any telephone, fiber optic or telecommunication facilities in this
easement for LLC shall be conducted on the area encumbered by this easement
and within the area five feet (5') on either side of such area. Following
all such operations, LLC shall restore the area affected by such operations
to as nearly the same condition as existed prior to such operations as is
possible. All such operations shall be conducted at the sole cost, risk
and expense of LLC.
(l) Conditions. Each of the LLC Easements is subject to the following
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conditions:
(1) All operations conducted by LLC on any lands encumbered by any
of the LLC Easements or AMD's Adjoining Land shall be conducted with as
little disruption and interference of AMD's operations on AMD's Adjoining
Land as possible, and in no event shall any such operations interfere with
the continuous supply of any utility or manufacturing process services to
AMD. During any construction activities by LLC on the lands encumbered by
the LLC Easements,
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LLC will take all steps reasonably necessary to ensure that any conditions
created by LLC's activities thereon will not unreasonably interfere with
the normal activities on AMD's Adjoining Land or create any unreasonably
dangerous, unhealthy, unsightly or noisy conditions on the AMD's Adjoining
Land.
(2) The LLC Easements are and shall remain appurtenant to the
Premises, running with the land and title thereto shall pass to and vest in
each successor to LLC, as owner of the leasehold estate granted under and
by virtue of the Lease, and if the Lease shall terminate, expire or be
cancelled, the LLC Easements shall nevertheless survive and continue as a
burden to the lands described in Exhibit B binding upon the owner of such
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lands and such owner's successors and assigns, and as an appurtenance to
the lands described in Exhibit A, vesting in and inuring to the benefit of
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the owner of such lands and such owner's successors and assigns.
(3) AMD shall have the right, at any time and from time to time, to
change and modify the locations of the LLC Easements, at AMD's expense and
without the consent or joinder of any person or entity, including, without
limitation, LLC; provided, however, it is expressly understood, stipulated
and agreed that (i) AMD shall minimize disruption of LLC's use of any
relevant utility or manufacturing process services provided to the Premises
to the maximum extent possible, and (ii) AMD shall give LLC written notice
of the change and a copy of a survey map showing the relocation, and (iii)
AMD shall pay for all costs of such relocation unless such relocation is
required by law or order of governmental authority, in which case, such
costs shall be borne equally by AMD and LLC.
(4) The construction of any improvements in the LLC Easement area
shall be performed in accordance with plans and specifications which have
been approved by AMD in writing in advance. Upon the completion of any
such construction activities, LLC shall furnish AMD with (i) a set of as-
built plans of such improvements, (ii) a certificate of the relevant
architect stating that such improvements were built in accordance with the
approved plans and specifications, (iii) unconditional lien waivers from
any parties furnishing labor, services or materials as a part of the
construction of such improvements, and (iv) copies of any and all permits
and licenses necessary for the use of such improvements.
(5) Any construction work or activity by or on behalf of LLC on the
LLC Easement area shall be commenced promptly and pursued diligently to
completion. Time is of the essence with respect to the completion of such
improvements.
(6) No material change shall be made by LLC to the contour of the
ground within the LLC Easement area as it exists immediately prior to the
excavation thereof without the prior written consent of AMD, which consent
shall not be unreasonably withheld.
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(7) Except in the case of an emergency, LLC shall give AMD at least
ten (10) days prior written notice of LLC's intention to enter AMD's
Adjoining Land for the purpose of excavation or any other activity which
would disturb the surface of the ground thereof.
(8) No mechanics liens for work performed by LLC in the LLC
Easement area or AMD's Adjoining Land shall affix to or otherwise be
binding upon AMD, the LLC Easement area or the AMD's Adjoining Land. LLC
shall indemnify, protect, defend and hold AMD harmless from and against any
loss, cost (including attorneys fees), liability, claim or damage suffered,
commenced or incurred as a result of the filing or other attachment of a
mechanics lien against the LLC Easement area or any lands of AMD and from
any claim against AMD for payment which lien or claim for payment arises
from any work performed within the LLC Easement area or otherwise related
to work performed by or for LLC. Without limitation of the foregoing, in
the event of the filing or other attachment of a mechanics lien as
aforesaid, LLC shall, within ten (10) days after notice of the existence of
such lien, post a bond or take such other action as is necessary to have
such lien removed and terminated.
(9) LLC shall take whatever actions are necessary to keep and
maintain any improvements made by LLC in the LLC Easement area ("LLC
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Improvements") in good working order and condition and free of leaks and
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shall promptly undertake any work necessary to restore the LLC Improvements
to that condition following notice or knowledge of the need for such work.
LLC shall also take whatever actions are necessary for such LLC's
Improvements to comply with any governmental laws, ordinances and
regulations and any rules of the public utility, municipality or municipal
authority with respect to such LLC Improvements. All costs and expenses of
operating, maintaining, repairing, removing, restoring or replacing such
LLC Improvements and of complying with any laws, ordinances, regulations
and rules, as aforesaid, shall be borne solely by LLC. In the event of the
failure of LLC to perform any of its obligations under this Section, AMD
shall have the right, but not the obligation, to cure such failure
following notice to LLC and affording LLC a reasonable opportunity to cure
such failure. After exercise of this right by AMD, LLC shall pay to AMD,
upon demand, the cost of work performed, materials purchased and expenses
incurred or paid by AMD in curing such LLC's failure, together with
interest thereon at a rate of ten percent (10%) per annum from the date
such cost was paid until the date such cost is reimbursed to AMD.
(m) Non-Merger/Survival of Easements. AMD and LLC covenant and agree
--------------------------------
that neither the termination, expiration nor cancellation of the Lease nor the
execution and delivery of a sublease of the Premises by LLC to AMD shall effect
any termination of this Agreement or of the LLC Easements, but the same shall
remain in full force and effect for the benefit of and as appurtenant to the
lands described in Exhibit A, and shall not merge with any estate of the owner
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or owners of the lands described in Exhibit B burdened by the LLC Easements.
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Without limiting the foregoing, any subsequent owner or owners of the lands
described in Exhibit A shall have the right, upon request, to receive from the
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owner or owners of the lands described in Exhibit B, a written ratification and
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confirmation in recordable form that the LLC Easements are
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and remain appurtenant to the lands described in Exhibit A, running with the fee
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simple title thereto, without regard to the existence of the leasehold estate
created by the Lease or any subleasehold estate created by a sublease of the
Premises by LLC to AMD. The LLC Easements may be cancelled only by a written
release and cancellation filed of record in Travis County, Texas, expressly
declaring the intention of the owner or owners of the lands described in
Exhibit A to release and cancel such appurtenant easements, joined in by LLC if
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the Lease is then in effect and has not theretofore terminated, expired or been
cancelled, and subject to any required consent of the Lenders as provided in
Section 5.1 hereof.
2.2 Grant of AMD Easements by LLC to AMD. LLC does hereby grant to AMD,
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its successors and assigns, for the uses and purposes and subject to the
conditions and the limitations hereinafter set forth, the "AMD Easements" (as
-------------
such term is defined below). As used in this Agreement, the term "AMD
----
Easements" shall refer collectively to and mean non-exclusive easements and
- ----------
rights-of-way in, on, over, under, through and across the respective portions of
the Premises which are identified and described in Exhibit B-1 which is attached
-----------
hereto and made a part hereof for all purposes; provided, if any now or
hereafter existing pipelines, powerlines, equipment, facilities, pavement or
other improvements are located outside of the boundaries of such easements and
rights-of-way as identified and described in Exhibit B-1, this grant shall
-----------
extend to and encompass such pipelines, powerlines, equipment, facilities,
pavement and other improvements to permit their use and enjoyment to the same
effect as if the descriptions set forth in Exhibit B-1 specifically covered and
-----------
described their present locations. The AMD Easements are granted and accepted
for the following purposes and upon and subject to the following conditions,
respectively:
(a) AMD Potable Water Supply Easement:
---------------------------------
(1) This easement shall be used by AMD for the purpose of
transporting potable water across the Premises for use on AMD's Adjoining
Land and for the other purposes hereinbelow expressly permitted.
(2) This easement shall permit AMD to construct, inspect, maintain,
repair, replace, operate and use one or more pipelines and related
structures in and under the lands encumbered by this easement. Except for
structures and improvements that presently exist thereon and for
replacements therefor, no above ground structures or improvements shall be
permitted without LLC's prior written consent, which consent shall not be
unreasonably withheld.
(3) All work required to construct, maintain, repair, replace and
operate pipes and other facilities in this easement for AMD shall be
conducted on the area encumbered with this easement and within the area
five feet (5') on either side of such area. Following all such operations,
AMD shall restore the area affected by such operations to as nearly the
same condition as existed prior to such operations as is possible. All
such operations shall be conducted at the sole cost, risk and expense of
AMD.
12
(b) AMD Fire Water Distribution System Easement:
--------------------------------------------
(1) This easement shall be used by AMD for the purposes of
transporting water across the Premises for use in combating fires on AMD's
Adjoining Land, and for the other purposes hereinbelow expressly permitted.
(2) This easement shall permit AMD jointly with LLC to construct,
inspect, maintain, repair, replace and use the fire water pipelines and
distribution facilities on the portion of the Premises identified in
Exhibit B-1 as the portion of the lands encumbered with this easement on
-----------
which such facilities are located and shall permit AMD to construct,
inspect, maintain, repair, replace and operate one or more pipelines and
related facilities in and under the lands encumbered by this easement as
necessary to distribute such water to AMD's Adjoining Land for the purpose
of combating fires on AMD's Adjoining Land. Except for structures and
improvements that presently exist thereon and for replacements therefor, no
above ground or below ground structures or improvements shall be permitted
without LLC's prior written consent, which consent shall not be
unreasonably withheld.
(3) All work required to construct, maintain, repair, replace and
operate pipes and other facilities in this easement for AMD shall be
conducted on the area encumbered with this easement and within the area
five feet (5') on either side of such area. Following all such operations,
AMD shall restore the area affected by such operations to as nearly the
same condition as existed prior to such operations as is possible. All
such operations shall be conducted at the sole cost, risk and expense of
AMD.
(c) AMD Natural Gas Distribution Easement:
--------------------------------------
(1) This easement shall be used by AMD for the purpose of
transporting natural gas across the Premises for use on AMD's Adjoining
Land and for the other purposes hereinbelow expressly permitted.
(2) This easement shall permit AMD to construct, inspect, maintain,
repair, replace and use one or more pipelines and related facilities in and
under the lands encumbered by this easement. Except for structures and
improvements that presently exist thereon and for replacements therefor, no
above ground or below ground structures or improvements shall be permitted
without LLC's prior written consent, which consent shall not be
unreasonably withheld.
(3) All work required to construct, maintain, repair, replace and
operate pipes and other facilities in this easement for AMD shall be
conducted on the area encumbered with this easement and within the area
five feet (5') on either side of such area. Following all such operations,
AMD shall restore the area affected by such operations to as nearly the
same condition as existed prior to such operations as is possible. All
such operations shall be conducted at the sole cost, risk and expense of
AMD.
13
(d) AMD Wastewater Discharge System Easement:
-----------------------------------------
(1) This easement shall be used by AMD for the purpose of
transporting wastewater from AMD's Adjoining Land to the existing
wastewater disposal facilities on the Premises and for the other purposes
hereinbelow expressly permitted.
(2) This easement shall permit AMD to construct, inspect, maintain,
repair, replace and use one or more sewer lines and related facilities in
and under the lands encumbered by this easement. Except for structures and
improvements that presently exist thereon and for replacements therefor, no
above ground or below ground structures or improvements shall be permitted
without LLC's prior written consent, which consent shall not be
unreasonably withheld.
(3) All work required to construct, maintain, repair, replace and
operate pipes and other facilities in this easement for AMD shall be
conducted on the area encumbered with this easement and within the area
five feet (5') on either side of such area. Following all such operations,
AMD shall restore the area affected by such operations to as nearly the
same condition as existed prior to such operations as is possible. All
such operations shall be conducted at the sole cost, risk and expense of
AMD.
(e) AMD Drainage/Detention System Easement:
---------------------------------------
(1) This easement shall be used by AMD for the purpose of
transporting rainwater from AMD's Adjoining Land to any detention and
filtration facilities located on the Premises or as may be necessary to
transport rainwater across the Premises to existing detention and
filtration facilities on neighboring properties, and for the other purposes
hereinbelow expressly permitted.
(2) This easement shall permit AMD to use the existing pipes,
drains, ditches and ponds located in, on, under and over the Premises. No
additional structures or improvements shall be permitted except with the
prior written consent of LLC, which consent shall not be unreasonably
withheld.
(3) All work required to construct, maintain, repair, replace and
operate pipes, drains, ditches and any ponds and other facilities in this
easement shall be conducted on the area encumbered with this easement and
within the area five feet (5') on either side of such area. All such
operations shall be conducted at the joint cost, risk and expense of AMD
and LLC, and shall be managed and overseen by LLC. AMD shall reimburse LLC
fifty (50%) of such costs within thirty (30) days of request therefor by
LLC.
(f) AMD Parking Easement:
---------------------
(1) This easement shall be used by AMD for the purpose of a motor
vehicle parking lot for its employees and invitees who work or are meeting
with AMD on AMD's Adjoining Land and for the other purposes hereinbelow
expressly permitted.
14
(2) This easement shall permit AMD jointly with LLC to construct,
inspect, maintain, repair, replace and use a surface vehicular parking lot
and related facilities. Except for structures and improvements that
presently exist thereon and for replacements therefor and except for a
security fence, curb stops and such other items which are customary for
vehicle parking lots, no above ground structures or improvements shall be
permitted without LLC's prior written consent, which consent shall not be
unreasonably withheld.
(3) All work required to construct, maintain, repair, replace and
operate the parking lot and other facilities in this easement shall be
conducted at the joint cost, risk and expense of AMD and LLC. LLC shall
manage and oversee all such activities. AMD shall reimburse LLC fifty
percent (50%) of such costs within thirty (30) days of request therefor by
LLC.
(g) AMD Driveway Easement:
----------------------
(1) This easement shall be used by AMD for the purpose of a motor
vehicle access between AMD's Adjoining Land and public streets which abut
the Premises for its employees and invitees who work or are meeting with
AMD on AMD's Adjoining Land and for the other purposes hereinbelow
expressly permitted.
(2) This easement shall permit AMD jointly with LLC to construct,
inspect, maintain, repair, replace and use driveways on, over and across
the lands encumbered by this easement. Except for structures and
improvements that presently exist thereon and for replacements therefor and
except for curbs and such other items which are customary for driveways
which provide the type of service as now provided thereby, no above ground
structures or improvements shall be permitted, without LLC's prior written
consent, which consent shall not be unreasonably withheld.
(3) All work required to construct, maintain, repair, replace and
operate the driveways and other facilities in this easement shall be
conducted at the joint cost, risk and expense of AMD and LLC. AMD shall
reimburse LLC fifty percent (50%) of such costs within thirty (30) days of
request therefor by LLC. LLC shall manage and oversee all such activities
and operations.
(h) AMD Electric Services Easement:
-------------------------------
(1) This easement shall be used by AMD for the purpose of
transporting electric service across the Premises to the facilities on
AMD's Adjoining Land and for the other purposes hereinbelow expressly
permitted.
(2) This easement shall permit AMD jointly with LLC to construct,
install, inspect, maintain, repair, replace and use wires, conduits,
equipment and other facilities necessary to provide electric service to the
facilities located on AMD's Adjoining Land. Above ground structures and
improvements, if any, shall be permitted in the locations currently being
used for such above ground structures and improvements and to the extent
approved by LLC (which approval shall not be unreasonably withheld) as to
locations on this easement at which no such above ground structures or
improvements currently exist.
15
(3) All work required to construct, maintain, repair, replace and
operate powerlines, conduits, equipment and other facilities in this
easement for AMD shall be conducted on the area encumbered with this
easement and within the area five feet (5') on either side of such area.
Following all such operations, AMD shall restore the area affected by such
operations to as nearly the same condition as existed prior to such
operations as is possible. All such operations shall be conducted at the
sole cost, risk and expense of AMD.
(4) Nothing in this paragraph 2.2(h) shall be deemed or construed
as an agreement by, or an obligation of, LLC to provide electric service to
AMD, or to be or seek the status of a "public utility" under the laws of
the State of Texas or any federal law. Any intention and any implication in
this paragraph 2.2(h) that LLC shall become a public utility is hereby
expressly negated.
(i) AMD Telecommunications Easement:
-------------------------------
(1) This easement shall be used by AMD for the purpose of providing
telephone, fiber optic and other telecommunication lines and facilities
across the Premises to AMD's Adjoining Land and for the other purposes
hereinbelow expressly permitted.
(2) This easement shall permit AMD to construct, inspect, maintain,
repair, replace and use cables, wires, conduits, equipment and other
facilities necessary to provide telephone, fiber optic and
telecommunication services to the facilities located on AMD's Adjoining
Land. Except for structures and improvements that presently exist thereon
and for replacements therefor, no above-ground structures or improvements
shall be permitted without LLC's prior written consent, which consent shall
not be unreasonably withheld.
(3) All work required to construct, maintain, repair, replace and
operate any telephone, fiber optic or telecommunication facilities in this
easement for AMD shall be conducted on the area encumbered by this easement
and within the area five feet (5') on either side of such area. Following
all such operations, AMD shall restore the area affected by such operations
to as nearly the same condition as existed prior to such operations as is
possible. All such operations shall be conducted at the sole cost, risk
and expense of AMD.
(j) Conditions. Each of the AMD Easements is subject to the following
----------
conditions:
(1) All operations conducted by AMD on any lands encumbered by any
of the AMD Easements shall be conducted with as little disruption and
interference of LLC's operations on the Premises as possible, and that in
no event shall any such operations interfere with the continuous supply of
any utility or manufacturing process services to LLC. During the
construction activities by AMD on the lands encumbered by the AMD
Easements, AMD will take all steps reasonably necessary to ensure that any
conditions created by AMD's activities thereon will not unreasonably
interfere with the normal activities on the Premises or create any
unreasonably dangerous, unhealthy, unsightly or noisy conditions on the
Premises.
16
(2) AMD Easements are and shall remain appurtenant to AMD's
Adjoining Land, running with the land, and title thereto shall pass to and
vest in each successor to AMD as the owner of AMD's Adjoining Land, and if
the Lease shall terminate, expire or be cancelled, the AMD Easements shall
nevertheless survive and continue as a burden to the lands described in
Exhibit A binding upon the owner of such lands and such owner's successors
---------
and assigns, and as an appurtenance to the land described in Exhibit B,
---------
vesting in and inuring to the benefit of the owner of such lands and such
owner's successors and assigns.
(3) LLC shall have the right, at any time and from time to time, to
change and modify the locations of the AMD Easements, at LLC's expense and
without the consent or joinder of any person or entity, including, without
limitation, AMD; provided, however, it is expressly understood, stipulated
and agreed that (i) LLC shall minimize disruption of AMD's use of any
relevant utility or manufacturing process services provided to AMD's
Adjoining Land to the maximum extent possible, and (ii) LLC shall give AMD
written notice of the change and a copy of a survey map showing the
relocation, and (iii) LLC shall pay for all costs of such relocation.
(4) The construction of any improvements in the AMD Easement area
shall be performed in accordance with plans and specifications which have
been approved by LLC in writing in advance. Upon the completion of any
such construction activities, AMD shall furnish LLC with (i) a set of as-
built plans of such improvements, (ii) a certificate of the relevant
architect stating that such improvements were built in accordance with the
approved plans and specifications, (iii) unconditional lien waivers from
any parties furnishing labor, services or materials as a part of the
construction of such improvements, and (iv) copies of any and all permits
and licenses necessary for the use of such improvements.
(5) Any construction work or activity by or on behalf of AMD on the
AMD Easement area shall be commenced promptly and pursued diligently to
completion. Time is of the essence with respect to the completion of such
improvements.
(6) No material change shall be made by AMD to the contour of the
ground within the AMD Easement area as it exists immediately prior to the
excavation thereof without the prior written consent of LLC, which consent
shall not be unreasonably withheld.
(7) Except in the case of emergency, AMD shall give LLC at least
ten (10) days prior written notice of AMD's intention to enter the Premises
for the purpose of excavation or any other activity which would disturb the
surface of the ground thereof.
(8) No mechanics liens for work performed by AMD in the AMD
Easement area or on the Premises shall affix to or otherwise be binding
upon the LLC, the AMD Easement area or the Premises. AMD shall indemnify,
protect, defend and hold LLC harmless from and against any loss, cost
(including attorneys fees), liability, claim or damage suffered, commenced
or incurred as a
17
result of the filing or other attachment of a mechanics lien against the
AMD Easement area or the Premises and from any claim against LLC for
payment which lien or claim for payment arises from any work performed
within the AMD Easement area or otherwise related to work performed by or
for AMD. Without limitation of the foregoing, in the event of the filing
or other attachment of a mechanics lien as aforesaid, AMD shall, within ten
(10) days after notice of the existence of such lien, post a bond or take
such other action as is necessary to have such lien removed and terminated.
(9) AMD shall take whatever actions are necessary to keep and
maintain any improvements made by AMD in the AMD Easement area
("AMD Improvements") in good working order and condition and free of leaks
----------------
and shall promptly undertake any work necessary to restore the AMD
Improvements to that condition following notice or knowledge of the need
for such work. AMD shall also take whatever actions are necessary for
such AMD Improvements to comply with any governmental laws, ordinances and
regulations and any rules of the public utility, municipality or municipal
authority with respect to such AMD Improvements. All costs and expenses of
operating, maintaining, repairing, removing, restoring or replacing such
AMD Improvements and of complying with any laws, ordinances, regulations
and rules, as aforesaid, shall be borne solely by AMD. In the event of the
failure of AMD to perform any of its obligations under this Section, LLC
shall have the right, but not the obligation, to cure such failure
following notice to AMD and affording AMD a reasonable opportunity to cure
such failure. After exercise of this right by LLC the AMD shall pay to LLC,
upon demand, the cost of work performed, materials purchased and expenses
incurred or paid by LLC in curing such AMD's failure, with interest at ten
percent (10%) per annum from the date of disbursement by LLC until paid by
AMD.
(k) Non-Merger/Survival of AMD Easements. AMD and LLC covenant and agree
------------------------------------
that neither the termination, expiration nor cancellation of the Lease nor the
execution and delivery of a sublease of the Premises by LLC to AMD shall effect
any termination of this Agreement or of the AMD Easements, but same shall remain
in full force and effect for the benefit of and as appurtenant to the lands
described in Exhibit B, and shall not merge with any estate of the owner or
---------
owners of the lands described in Exhibit A burdened by the AMD Easements.
---------
Without limiting the foregoing, any subsequent owner or owners of AMD's
Adjoining Land shall have the right, upon request, to receive from the owner or
owners of the lands described in Exhibit A, a written ratification and
---------
confirmation in recordable form that the AMD Easements are and remain
appurtenant to the lands described in Exhibit B, running with the fee simple
---------
title thereto, without regard to the existence of the leasehold estate created
by the Lease or any subleasehold estate created by a sublease of the Premises by
LLC to AMD. The AMD Easements may be cancelled only by a written release and
cancellation filed of record in Travis County, Texas, expressly declaring the
intention of the owner or owners of the lands described in Exhibit B to release
---------
and cancel such appurtenant easements, and subject to any required consent of
the Lenders as provided for in Section 5.1 hereof.
2.4 Additional Agreements. AMD and LLC recognize that for LLC to use the
---------------------
LLC Easements, and for AMD to use the AMD Easements, for the purposes intended,
the other party must cooperate and provide certain support services. For
example, each
18
of the LLC Potable Water Supply Easement and the AMD Potable Water Supply
Easement contains components that are interconnected and include various pumps,
meters, valves and other equipment necessary for the entire potable water system
to function, some of which may require electric power to operate. In addition
to the foregoing example of the potable water system within the Potable Water
Easements, the systems within the easements herein granted to each party for
fire protection, water storage and distribution, natural gas distribution,
wastewater distribution, drainage and detention, and electric service, require
that each party maintains and operates components located on its property for
such systems to function. Except as otherwise provided in this Agreement, AMD
and LLC agree to take such reasonable action, to bear such reasonable expense
without expectation of reimbursement, and to use such reasonable diligence to
maintain and operate the components of these systems within its control as may
be required to enable such systems to function for their intended purposes.
Subject to the foregoing and except as otherwise specifically provided herein,
neither AMD nor LLC shall have any obligation to keep any system in place or to
provide services associated therewith to the other unless the discontinuance of
such services would cause the properties or operations of the other to violate
applicable law, but either may, in its sole discretion, remove, modify or
relocate any such systems on its property.
2.5 Permitted Encroachment. If any existing building or other structure
----------------------
encroaches upon any AMD Easements or upon any LLC Easements, any such existing
encroachment shall be deemed to be permitted hereunder provided that such
encroachment does not unreasonably interfere with the use of such easement for
the purposes herein granted.
III.
Term
----
3.1 Term. The term of this Reciprocal Easement Agreement shall be
----
perpetual; provided, however, in the event any easement herein granted shall
cease to be used and is abandoned by the owner of such easement, then AMD and
LLC, upon request of either to the other, agree to file for record in the office
of the County Clerk of Travis County, Texas, a written document which terminates
such easement.
IV.
Miscellaneous
-------------
4.1 Notices. Any notice to be given under this Agreement shall be in
-------
writing and shall be deemed to have been properly given and received if (i)
delivered in person to the authorized representative of the party to whom the
notice is addressed, or by courier service that provides an airbill or other
evidence of delivery or attempted delivery, or sent by certified mail, postage
prepaid, return receipt requested and properly addressed to the party for whom
intended or (ii) sent by telegram, telex, or facsimile (which shall be followed
promptly by a written notice sent in the manner providing in the preceding
clause (i) of this sentence). Notices shall be considered duly given and
received upon receipt or refusal of receipt.
19
All notices to AMD shall be sent to: All notices to LLC shall be sent to:
One AMD Place 5204 East Ben White Boulevard
P.O. Box 3453 Austin, Texas 78741
Sunnyvale, California 94088 Mail Stop 562/Legal Department
Mail Stop 68/Legal Department
Any party may change the address at which it is to receive notice by
written notice of such change of address given to the other party. Any request
or demand hereunder shall likewise be made in writing, to the same address as
for notice.
4.2 Successors and Assigns. The terms, covenants and conditions of this
----------------------
Agreement shall apply to and bind the successors and assigns of the parties
hereto.
4.3 Entire Agreement. This Agreement, the Lease and the other
----------------
agreements if any, which are expressly referred to herein contain the entire
agreement between the parties. All prior negotiations or stipulations concerning
its subject matter which preceded or accompanied the execution of this Agreement
are conclusively deemed to be superseded, provided, however, that this Agreement
may in the future be altered by written agreement executed by the parties and
not otherwise.
4.4 Invalidity. If any provision of this Agreement shall be declared
----------
invalid or unenforceable, the remainder of the Agreement shall continue in full
force and effect.
4.5 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CHOICE OF LAW
RULES.
4.6 Headings. Article, section and paragraph headings herein are for
--------
convenience only, and shall not be used in construing this Agreement.
4.7 Recorded Counterparts. A counterpart original of this Agreement
---------------------
shall be filed for record in Travis County, Texas.
4.8 First Supplement. LLC, at LLC's expense, covenants and agrees to
----------------
cause to be surveyed by Baker-Aicklen & Associates, Inc., Consulting Engineers,
or other professional engineer or public land surveyor approved by AMD, within
one hundred and twenty (120) days from the date hereof, the specific location of
each of the easements more generally described in Exhibit A-1 and Exhibit B-1
----------- -----------
attached hereto, describing the location of each such easement by field note
description, center line description, or other surveying method approved by AMD.
Upon completion of such survey and preparation of a surveyed description for
each of the easements described in Exhibit A-1 and Exhibit B-1 hereto, AMD and
----------- -----------
LLC agree to execute a First Supplement to Reciprocal Easement Agreement, to
which shall be attached as exhibits (the "New Exhibits") the surveyed
------------
description for each of the easements. The First Supplement to Reciprocal
Easement Agreement shall provide that the easements originally described in
Exhibit A-1 and Exhibit B-1 are one and the same as those more particularly
- ----------- -----------
described and located in the New Exhibits. The First Supplement to Reciprocal
Easement Agreement shall be filed for record in the Real Property Records of
Travis County, Texas, and upon such filing shall supplement the Reciprocal
20
Easement Agreement for the purposes of more particularly describing and locating
each of the easements therein originally described.
V.
Lender Provisions
-----------------
5.1 AMD and LLC, for good and valuable consideration paid to each of them
by the Lenders, the receipt and sufficiency of which are hereby acknowledged,
hereby covenant, stipulate and agree for the benefit of each Lender, that AMD
and LLC will not cause or permit any modification, termination or cancellation
of this Agreement, by reason of default, for cause, voluntarily, or otherwise,
and notwithstanding any other provision hereof, except as may be first consented
to in writing by the Lenders, and any such modification, termination or
cancellation without such written consent shall be void and of no force or
effect; provided, the First Supplement referred to in Section 4.8 shall not
require the Lenders' consent.
5.2 Whenever in this Agreement the consent, approval or agreement of, or
notice to, the Lenders is required or provided, such consent, approval or
agreement of, or notice to, Lenders shall be conclusively deemed to have been
obtained and given respectively, if evidenced in writing and signed by, and if
given to, respectively, Agent, if the Credit Agreement is in effect and no Event
of Default (as defined in the Indenture) has occurred and is continuing under
the Indenture, or the Collateral Agent, if the Credit Agreement is not in effect
or an Event of Default (as defined in the Indenture) has occurred and is
continuing under the Indenture.
5.3 LLC and AMD, for good and valuable consideration, paid to each of
them by the Lenders, the receipt and sufficiency of which are hereby
acknowledged, covenant, stipulate and agree for the benefit of the Lenders that
they will not modify this Agreement in any manner, the effect of which is to
cause a merger of the leasehold estate hereunder with the reversionary interest
of AMD in and to the Premises at any time while the Credit Agreement is in
effect or the Indenture is in effect and the Senior Secured Notes issued
pursuant thereto have not been defeased, or alter the lands covered by this
Agreement except as permitted in Section 4.8.
VI.
Ownership of AMD Improvements and LLC Improvements
--------------------------------------------------
6.1 Notwithstanding any provision contained herein, AMD and LLC agree
that the party who owns the fee simple real property (and not the party who owns
the applicable easement) on which any AMD Improvements are located is and shall
be the owner of such AMD Improvements, and the party who owns the fee simple
real property (and not the party who owns the applicable easement) on which any
LLC Improvements are located is and shall be the owner of the LLC Improvements,
regardless of which party constructs the applicable AMD Improvement or part
thereof or the LLC Improvement or part thereof.
21
EXECUTED on the dates of the acknowledgements hereinbelow taken, to be
effective as of the 1st day of August, 1996.
AMD:
---
ADVANCED MICRO DEVICES, INC.,
a Delaware Corporation
By: /s/ Marvin D. Burkett
-------------------------------------------
Name: Marvin D. Burkett
-----------------------------------------
Title: Senior Vice President,
----------------------------------------
Chief Financial and Administrative
----------------------------------------
Officer and Treasurer
----------------------------------------
LLC:
---
AMD TEXAS PROPERTIES, LLC,
a Delaware limited liability company
By: /s/ Thomas M. McCoy
--------------------------------------------
Name: Thomas M. McCoy
------------------------------------------
Title: Manager
-----------------------------------------
22
THE STATE OF CALIFORNIA (S)
(S)
COUNTY OF SANTA CLARA (S)
This instrument was acknowledged before me on the 8th day of August, 1996,
--- ------
by Marvin Burkett, Chief Financial Officer of ADVANCED MICRO DEVICES, INC., a
-------------- -----------------------
Delaware corporation, on behalf of said corporation.
(SEAL)
/s/ Winona C. Orange
-------------------------------------------
Notary Public in and for
the State of California
Winona C. Orange
-------------------------------------------
(Printed Name of Notary)
My commission expires: 4-1-97
---------------------
THE STATE OF CALIFORNIA (S)
(S)
COUNTY OF SANTA CLARA (S)
This instrument was acknowledged before me on the 8th day of August,
--- ------
1996, by Thomas M. McCoy, Manager of AMD TEXAS PROPERTIES, LLC, a Delaware
--------------- -------
limited liability company, on behalf of said company.
(SEAL)
/s/ Winona C. Orange
-------------------------------------------
Notary Public in and for
the State of California
Winona C. Orange
------------------------------------------
(Printed Name of Notary)
My commission expires: 4-1-97
---------------------
23
EXHIBIT A
---------
Premises
Parcel 1: Description
- --------
FOR A 34.481-ACRE TRACT OF LAND SITUATED IN THE CITY OF AUSTIN, TRAVIS
COUNTY, TEXAS, SAID 34.481-ACRE TRACT BEING A PORTION OF LOT 1 OF
"SUNRIDGE PARK, SECTION TWO", A SUBDIVISION ACCORDING TO THE PLAT
THEREOF RECORDED IN BOOK 77, PAGES 118-119 OF THE PLAT RECORDS OF TRAVIS
COUNTY, TEXAS, SAID 34.481-ACRE TRACT BEING MORE PARTICULARLY DESCRIBED
BY METES AND BOUNDS AS FOLLOWS:
BEGINNING on a 3/4-inch-diameter iron pipe found in the northerly
right-of-way line of Ben White Boulevard (right-of-way varies), being the
southeasterly corner of Lot A of "Briarton Subdivision", a subdivision of record
in Book 72, Page 40 of said Plat Records, being also the southwesterly corner of
said Lot 1 of "Sunridge Park, Section Two" and POINT OF BEGINNING hereof;
THENCE departing the northerly right-of-way line of Ben White Boulevard,
in part with the easterly boundary line of said "Briarton Subdivision", in part
with the easterly boundary line of a tract of land conveyed to Azur Property
Investment U.S.A., Inc. by deed recorded in Volume 8936, Page 288 of Real
Property Records of Travis County, Texas, same being the westerly boundary line
of said Lot 1 of "Sunridge Park, Section Two", N31(Degrees)01'17"E for a
distance of 788.86 feet to a 1-inch-diameter iron pipe found on an angle point
hereof;
THENCE continuing with the easterly boundary line of said Azur Property
Investment U.S.A., Inc. tract, same being the westerly boundary line of said
Lot 1, N59(Degrees)34'01"W for a distance of 506.23 feet to a 1/2-inch-diameter
iron rod in concrete found, being a southeasterly corner of "Sunridge Park,
Section One" a subdivision according to the plat thereof recorded in Book 85,
Pages 107B, 107C and 107D, of said Plat Records, being an angle point hereof;
THENCE with the easterly boundary line of said "Sunridge Park, Section
One", continuing with the westerly boundary line of said Lot 1 of "Sunridge
Park, Section Two", N31(Degrees)03'00"E (Bearing Basis) for a distance of
1303.59 feet to a 1-inch-diameter iron pipe in concrete found, being on an angle
point in said easterly boundary line, same being the most northerly corner of
said Lot 1, for the most northerly corner of the herein-described tract;
Exhibit A
Page 2
THENCE in part with the easterly boundary line of said "Sunridge Park,
Section One", the southerly boundary line of Lot 6 of "University Business
Park", a subdivision according to the plat thereof recorded in Book 85, Pages
52C, 52D and 53A of said Plat Records and the northerly boundary line of said
Lot 1 of "Sunridge Park, Section Two", S58(Degrees)57'53"E, at a distance of
456.12 feet pass an iron rod found, being on an easterly corner of said
"Sunridge Park, Section One", same being a southwesterly corner of said Lot 6 of
"University Business Park", continuing for a total distance of 732.26 feet to a
cotton gin spindle set in asphalt on an angle point hereof;
THENCE departing the southerly boundary line of said Lot 6 of
"University Business Park", through the interior of said Lot 1 of "Sunridge
Park, Section Two", the following fourteen (14) courses and distances:
1) S28(Degrees)25'15"W, for a distance of 67.41 feet to a cotton gin
spindle set in asphalt on an angle point hereof;
2) S59(Degrees)50'45"E, for a distance of 172.50 feet to a PK nail set in
concrete on an angle point hereof;
3) S18(Degrees)39'30"E, for a distance of 333.73 feet to a PK nail set in
concrete on an angle point hereof;
4) S71(Degrees)27'23"W, for a distance of 374.42 feet to a PK nail set in
concrete on an angle point hereof;
5) N52(Degrees)04'12"W, for a distance of 55.03 feet to a PK nail set in
concrete on an angle point hereof;
6) S70(Degrees)25'04"W, for a distance of 201.88 feet to a PK nail set in
asphalt on an angle point hereof;
7) S18(Degrees)47'06"E, for a distance of 207.97 feet to a PK nail set in
concrete on an angle point hereof;
8) S71(Degrees)22'55"W, for a distance of 88.20 feet to a cotton gin
spindle set in asphalt on an angle point hereof;
9) S18(Degrees)59'15"E, for a distance of 68.88 feet to a punch hole set
in a concrete gutter on an angle point hereof;
10) S70(Degrees)47'24"W, for a distance of 243.96 feet to a
1/2-inch-diameter iron rod with Baker-Aicklen cap set on an angle point
hereof;
Exhibit A
Page 3
11) S18(Degrees)31'43"E, for a distance of 456.56 feet to a cotton gin
spindle set in asphalt on an angle point hereof;
12) N81(Degrees)16'37"W, for a distance of 88.07 feet to a cotton gin
spindle set in asphalt on the point of curvature of a non-tangent curve
to the left, from which the radius point of said curve bears
S04(Degrees)43'15"W, a distance of 325.45 feet;
13) with the arc of said non-tangent curve to the left, having a radius of
325.45 feet, an interior angle of 22(Degrees)54'28", an arc length of
130.12 feet and a chord which bears S83(Degrees)16'01"W for a distance
of 129.26 feet to a cotton gin spindle set in asphalt on an angle point
hereof;
14) S09(Degrees)28'45"W, for a distance of 368.38 feet to a
1/2-inch-diameter iron rod with a Baker-Aicklen cap set on a point in
the aforementioned northerly right-of-way line of Ben White Boulevard,
being also the southerly boundary line of said Lot 1, from which a 1/2-
inch-diameter iron rod with Baker-Aicklen cap set on a point being the
southeasterly corner of said Lot 1 of "Sunridge Park, Section Two",
bears S78(Degrees)29'31"E a distance of 267.25 feet;
THENCE with said northerly right-of-way line, same being the southerly
boundary line of said Lot 1 of "Sunridge Park, Section Two", the following
two (2) courses and distances:
1) N78(Degrees)29'31"W, for a distance of 264.94 feet to a concrete
highway right-of-way marker found on an angle point hereof;
2) N78(Degrees)30'31"W, for a distance of 295.85 feet to the POINT OF
BEGINNING and containing 34.481 acres of land.
Prepared from survey and office computations under the direct supervision of the
undersigned:
/s/ Cecil Jackson Chisholm 7-15-96 (revised 8-7-96)
- -------------------------------------------------
Cecil Jackson Chisholm Date [SEAL]
Registered Professional Land Surveyor No. 4295
Job No. 570-026-10
CJC:ek
Parcel 2:
- --------
DESCRIPTION
FOR A 1.849 ACRE (80,533 SQUARE FOOT) TRACT OF LAND SITUATED IN THE
CITY OF AUSTIN, TRAVIS COUNTY, TEXAS, BEING A PORTION OF LOT 1 OF
"ADVANCED MICRO DEVICES SECTION - 1", A SUBDIVISION ACCORDING TO THE
PLAT THEREOF RECORDED IN PLAT BOOK 85 PAGE 14-A AND 14-B OF THE PLAT
RECORDS OF SAID COUNTY, SAID 1.849 ACRE TRACT OF LAND BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING on an iron rod found on a point in the southerly
right-of-way line of Oltorf Street East (90.00 foot right-of-way width), said
point being the northeasterly corner of Lot 4, Block B of "University Business
Park", a subdivision according to the plat thereof recorded in Plat Book 85
Pages 52C, 52D & 53A of said Plat Records, said point being also the
northwesterly corner of said Lot 1 and the POINT OF BEGINNING hereof;
THENCE with the southerly right-of-way line of Oltorf Street East,
same being the northerly boundary line of said Lot 1, S59(Degree)02'54"E for a
distance of 199.18 feet to the most easterly corner hereof;
THENCE departing said right-of-way line through the interior of said
Lot 1 the following courses and distances numbered 1 through 6:
1) S31(Degrees)13'26"W for a distance of 95.01 feet to an angle point;
2) N60(Degrees)20'22"W for a distance of 101.25 feet to an angle
point;
3) S11(Degrees)37'28"W for a distance of 97.15 feet to an angle point;
4) S41(Degrees)36'52"W for a distance of 125.38 feet to an angle
point;
5) S11(Degrees)28'20"W for a distance of 257.55 feet to an angle
point;
6) N78(Degrees)31'40"W for a distance of 182.05 feet to an iron rod
found on an angle point in the westerly boundary line of said Lot 1,
same being the northeasterly corner of Lot 3, Block E, of said
"University Business Park", being also the southeasterly corner of
said Lot 4 and most southerly corner hereof;
THENCE with the westerly boundary line of said Lot 1, same being the
easterly boundary line of said Lot 4, the following courses and distances
numbered 1 through 3:
1) N28(Degrees)57'50"E for a distance of 14.87 feet to an iron rod set
on an angle point;
2) N29(Degrees)02'29"E for a distance of 465.12 feet to an iron rod
set on an angle point;
3) N28(Degrees)58'29"E for a distance of 136.05 feet to the POINT OF
BEGINNING hereof and containing 1.849 acres of land.
Surveyed under the direct supervision of the undersigned:
/s/ Cecil Jackson Chisholm 8-6-96
- ----------------------------------------------
Cecil Jackson Chisholm Date
Registered Professional Land Surveyor No. 4295
Job No. 570-026-10
[SEAL]
EXHIBIT A-1
-----------
(a) LLC Potable Water Supply Easement:
----------------------------------
This nonexclusive easement covers and burdens those portions of AMD's
Adjoining Land five feet (5') on each side of the presently existing potable
water pipelines which are in, upon, under and through AMD's Adjoining Land and
those portions of AMD's Adjoining Land in, on, over or across which one or more
related facilities presently exist, which together with such pipelines, supply
potable water to the Premises (the "Water Supply System"). This nonexclusive
easement further covers and includes, without limitation, all areas upon which
there presently exist equipment, including without limitation pumps, pipes and
valves, necessary for the proper functioning of the Water Supply System, and any
power supply necessary to operate such system.
(b) LLC Fire Water Storage and Distribution System Easement:
--------------------------------------------------------
This nonexclusive easement covers and burdens those portions of AMD's
Adjoining Land upon which presently exist fire water storage tanks and other
equipment and facilities and those portions of AMD's Adjoining Land five feet
(5') on each side of the presently existing fire water distribution pipelines
which are in, upon, under and through AMD's Adjoining Land which are used to
distribute fire water to the Premises (such storage tanks, equipment, facilities
and pipelines being herein called the "Fire Protection System"). This
nonexclusive easement further covers and includes, without limitation, all areas
upon which there presently exist any other equipment, including without
limitation, pumps, pipes and valves, necessary for the proper functioning of the
Fire Protection System, and any power supply necessary to operate such system.
(c) LLC Natural Gas Distribution Easement:
--------------------------------------
This nonexclusive easement covers and burdens those portions of AMD's
Adjoining Land five feet (5') on each side of the presently existing pipelines
which are in, upon, under and through AMD's Adjoining Land and through which
natural gas is distributed from the point of connection with the metering
facilities of Southern Union Gas Company to the Premises, together with and
including those additional areas on which other facilities related to the supply
of natural gas to the Premises are located on AMD's Adjoining Land.
(d) LLC Wastewater Discharge System Easement:
-----------------------------------------
This nonexclusive easement covers and burdens those portions of AMD's
Adjoining Land five feet (5') on each side of the presently existing industrial
and domestic waste water and sanitary sewer pipeline which are in, upon, under
and through AMD's Adjoining Land and those portions of AMD's Adjoining Land in,
on, over or across which one or more related facilities presently exist, which
together with such pipelines, provide industrial and domestic waste water and
sanitary sewer service to the Premises (the "Wastewater Discharge System").
This nonexclusive easement further covers and includes, without limitation, all
areas upon which there presently exist equipment, including without limitation
pumps, pipes and valves, necessary for
the proper functioning of the Wastewater Discharge System, and any power supply
necessary to operate such system.
(e) LLC Drainage/Detention System Easement:
---------------------------------------
This nonexclusive easement covers and burdens:
(1) Lot Six (6), Block A, of UNIVERSITY BUSINESS PARK, a subdivision in
Austin, Travis County, Texas, according to the map or plat thereof recorded in
book 85, Pages 52C-53A, of the Plat Records of Travis County, Texas; and
(2) Lot One (1), Block One (1), AMD ADDITION, a subdivision in the City of
Austin, Travis County, Texas, according to the map or plat thereof recorded
in Book 92, Pages 92-93, of the Plat Records of Travis County, Texas; and
(3) Lot One (1), Block B, of UNIVERSITY BUSINESS PARK, a subdivision in
Austin, Travis County, Texas, according to the map or plat thereof recorded
in Book 85, Pages 52C-53A, of the Plat Records of Travis County, Texas; and
(4) Those additional portions of AMD's Adjoining Land five feet (5') on
each side of all presently existing storm water pipelines and conduits which are
in, upon, under and through AMD's Adjoining Land in, on, over or across which
one or more related facilities presently exist, which together with such
pipelines, provide the current storm water discharge system for the Premises.
(5) All areas on AMD's Adjoining Land upon which there presently exist
natural drainage courses, ditches or detention ponds necessary for the detention
or discharge of storm water from the Premises over the AMD's Adjoining Land to
reach either offsite disposal of such storm water via the City of Austin's storm
water discharge system, or onsite detention.
(f) LLC Parking Easement:
---------------------
This nonexclusive easement covers and burdens:
2
(1) Lot 4, Block B, of University Business Park, a subdivision in Austin,
Travis County, Texas, according to the map or plat thereof recorded in Book
85, Pages 52C-53A, of the Plat Records of Travis County, Texas; and
(2) Those additional portions of AMD's Adjoining Land upon which presently
exist paved concrete parking lots and related facilities such as lighting,
security fences, overhead walkways and curb stops, which facilities provide
nonexclusive parking to the Premises in common with AMD's Adjoining Land.
Without limiting the foregoing this easement shall also include and extend to
all necessary electric power distribution facilities necessary to service the
lighting of the parking lots.
(g) LLC Driveway Easement:
----------------------
This nonexclusive easement covers and burdens those portions of AMD's
Adjoining Land upon which presently exist concrete or other paved surface
driveways and concrete or other type hard surface paved areas used for ingress
and egress between the Premises and public streets and adjoining properties.
This nonexclusive easement further covers and includes, without limitation, the
existing concrete paved maneuvering and staging area between Building No. 4
housing the FAB 25 complex and Building No. 1 housing the FAB 10 complex which
provides access to and a vehicular turning area for the loading docks for each
of said buildings, said turning area being located between said two buildings.
(h) LLC Electric Service Easement:
--------------------------------
This nonexclusive easement covers and burdens those portions of AMD's
Adjoining Land upon which presently exists electric power lines, wires,
conduits, equipment, transformers and other facilities providing electric power
service to the Premises (the "Electric Power System"). This nonexclusive
easement further covers and includes, without limitation, the electric power
substation located on AMD's Adjoining Land, it being contemplated that this
substation may in the future provide electric power service to the Premises as
well as to the AMD's Adjoining Land.
(i) LLC Nitrogen Plant Site Easement:
---------------------------------
This nonexclusive easement covers and burdens those portions of AMD's
Adjoining Land, abutting the Premises, on which a gas production facility owned
and operated by Air Products, Inc. is presently located.
(j) LLC IWN/RO-DI Services Easement:
--------------------------------
This nonexclusive easement covers and burdens those portions of AMD's
Adjoining Land upon which there presently exists two (2) buildings in which an
industrial wastewater neutralization facility and a reverse osmosis de-ionized
(purified) water production facility, respectively, together with the areas
appurtenant thereto which are necessary for ingress and egress between such
respective buildings and the Premises, on, over and across AMD's
3
Adjoining Land, together with all existing pipe lines and related facilities (if
any) presently existing which transport either industrial wastewater for
neutralization from, or purified water to, the Premises.
(k) LLC Telecommunications Easement:
--------------------------------
This nonexclusive easement covers and burdens those portions of AMD's
Adjoining Land five feet (5') on each side of all presently existing telephone,
fiber optic and other telecommunication lines, including all cables, wires and
conduits, together with those portions of AMD's Adjoining Land on which
presently exist equipment and other facilities, used to provide telephone, video
and sound, and telecommunications services to the Premises.
4
EXHIBIT B
---------
AMD's Adjoining Land
Lot One (1), SUNRIDGE PARK SECTION 2, a subdivision in Travis County,
Texas, according to the map or plat thereof, recorded in Volume 77, Page 118-119
of the Plat Records of Travis County, Texas, and Lots Three (3), Four (4), Five
(5) and Six (6), Block "A", and Lots One (1) and Four (4), Block "B", all in
University Business Park, a subdivision in Travis County, Texas, according the
map or plat thereof, recorded in Volume 85, Pages 52C, 52D and 53A of the Plat
Records of Travis County, Texas, and Lot One (1), Block One (1), AMD ADDITION, a
subdivision in Travis County, Texas, according to the map or plat thereof,
recorded in Volume 92, Pages 92-93 of the Plat Records of Travis County, Texas;
SAVE, LESS AND EXCEPT THEREFROM a 34.481 acre tract of land out of
said Lot One (1), SUNRIDGE PARK SECTION 2, more particularly described as Parcel
1 in Exhibit A attached to this agreement.
---------
EXHIBIT B-1
-----------
(a) AMD Potable Water Supply Easement:
----------------------------------
This nonexclusive easement covers and burdens those portions of Premises
five feet (5') on each side of the presently existing potable water pipelines
which are in, upon, under and through Premises and those portions of Premises
in, on, over or across which one or more related facilities presently exist,
which together with such pipelines, supply potable water to AMD's Adjoining Land
(the "Parcel B Water Supply System"). This nonexclusive easement further covers
and includes, without limitation, all areas upon which there presently exist
equipment, including without limitation pumps, pipes and valves, necessary for
the proper functioning of the Parcel B Water Supply System, and any power supply
necessary to operate such system.
(b) AMD Fire Water Storage and Distribution System Easement:
--------------------------------------------------------
This nonexclusive easement covers and burdens those portions of Premises
upon which presently exist fire water storage tanks and other equipment and
facilities and those portions of Premises five feet (5') on each side of the
presently existing fire water distribution pipelines which are in, upon, under
and through Premises which are used to distribute fire water to the AMD's
Adjoining Land (such storage tanks, equipment, facilities and pipelines being
herein called the "Parcel B Fire Protection System"). This nonexclusive
easement further covers and includes, without limitation, all areas upon which
there presently exist any other equipment, including without limitation, pumps,
pipes and valves, necessary for the proper functioning of the Parcel B Fire
Protection System, and any power supply necessary to operate such system.
(c) AMD Natural Gas Distribution Easement:
--------------------------------------
This nonexclusive easement covers and burdens those portions of Premises
five feet (5') on each side of the presently existing pipelines which are in,
upon, under and through Premises and through which natural gas is distributed
from the point of connection with the metering facilities of Southern Union Gas
Company to the AMD's Adjoining Land, together with and including those
additional areas on which other facilities related to the supply of natural gas
to the AMD's Adjoining Land are located on the Premises.
(d) AMD Wastewater Discharge System Easement:
-----------------------------------------
This nonexclusive easement covers and burdens those portions of Premises
five feet (5') on each side of the presently existing industrial and domestic
waste water and sanitary sewer pipeline which are in, upon, under and through
Premises and those portions of Premises in, on, over or across which one or more
related facilities presently exist, which together with such pipelines, provide
industrial and domestic waste water and sanitary sewer service to AMD's
Adjoining Land (the "Parcel B Wastewater Discharge System"). This nonexclusive
easement further covers and includes, without limitation, all areas upon which
there presently exist equipment, including without limitation pumps, pipes and
valves, necessary for the proper functioning of the Parcel B Wastewater
Discharge System, and any power supply necessary to operate such system.
(e) AMD Drainage/Detention System Easement:
---------------------------------------
This nonexclusive easement covers and burdens:
(1) Those portions of the Premises five feet (5') on each side of all
presently existing storm water pipelines and conduits which are in, upon, under
and through Premises and those portions of Premises in, on, over or across which
one or more related facilities presently exist, which together with such
pipelines, provide the current storm water discharge system for the AMD's
Adjoining Land.
(2) All areas on Premises upon which there presently exist natural
drainage courses, ditches or detention ponds necessary for the detention or
discharge of storm water from AMD's Adjoining Land over the Premises to reach
either offsite disposal of such storm water via the City of Austin's storm water
discharge system, or onsite detention.
(f) AMD Parking Easement:
---------------------
This nonexclusive easement covers and burdens those portions of Premises
upon which presently exist paved concrete parking lots and related facilities
such as lighting, security fences, overhead walkways and curb stops, which
facilities provide nonexclusive parking to the AMD's Adjoining Land in common
with Premises. Without limiting the foregoing, this easement shall also include
and extend to all necessary electric power distribution facilities necessary to
service the lighting of the parking lots.
(g) AMD Driveway Easement:
----------------------
This nonexclusive easement covers and burdens those portions of Premises
(including Parcels 1 and 2 thereof) upon which presently exist concrete or other
paved surface driveways and concrete or other type hard surface paved areas used
for ingress and egress between the AMD's Adjoining Land and public streets and
adjoining properties. This nonexclusive easement further covers and includes,
without limitation, the existing concrete paved maneuvering and staging area
between Building No. 4 housing the FAB 25 complex and Building No. 1 housing the
FAB 10 complex which provides access to and a vehicular turning area for the
loading docks for each of said buildings, said turning area being located
between said two buildings.
(h) AMD Electric Service Easement:
--------------------------------
This nonexclusive easement covers and burdens those portions of Premises
upon which presently exists electric power lines, wires, conduits, equipment,
transformers and other facilities providing electric power service to the AMD's
Adjoining Land.
2
(i) AMD Telecommunications Easement:
--------------------------------
This nonexclusive easement covers and burdens those portions of Premises
five feet (5') on each side of all presently existing telephone, fiber optic and
other telecommunication lines, including all cables, wires and conduits,
together with those portions of Premises on which presently exist equipment and
other facilities, used to provide telephone, video and sound, and
telecommunications services to the AMD's Adjoining Land.
3