6,750,000 Shares SPANSION INC. CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2010 • Spansion Inc. • Semiconductors & related devices • New York
The undersigned understands that Morgan Stanley & Co. Incorporated and Barclays Capital Inc. (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Spansion Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Class A Common Stock, $0.001 par value per Share, of the Company (the “Common Stock”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2010 • Spansion Inc. • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT dated November 9, 2010 (the “Agreement”) is entered into by and among Spansion LLC, a Delaware limited liability company (the “Company”), Spansion Inc., a Delaware corporation (“Parent”) and Spansion Technology LLC, a Delaware limited liability company (“Intermediate Holdco” and together with Parent, the “Guarantors”) and Barclays Capital Inc. and Morgan Stanley & Co. Incorporated, as representatives (the “Representatives”) of the several Initial Purchasers listed on Schedule to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
Spansion Inc. 42,200,000 Sharesa/ Class A Common Stock ($0.001 par value) Underwriting AgreementSpansion Inc. • December 21st, 2005 • Semiconductors & related devices • New York
Spansion Inc., a corporation incorporated under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 42,200,000 shares of Class A Common Stock, par value $0.001 per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,064,000 additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as th
Spansion Inc. 35,000,000 Sharesa/ Class A Common Stock ($0.001 par value) Underwriting AgreementSpansion Inc. • November 3rd, 2006 • Semiconductors & related devices • New York
AMD Investments, Inc., a corporation incorporated under the laws of Delaware (“AMDI”), and Fujitsu Limited, a corporation incorporated under the laws of Japan (“Fujitsu”, and together with AMDI, the “Selling Stockholders” and each a “Selling Stockholder”), propose to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 35,000,000 shares of Class A Common Stock, par value $0.001 per share (“Common Stock”) of Spansion Inc., a corporation incorporated under the laws of Delaware (the “Company”), (said shares hereinafter called (the “Underwritten Securities”). The number of Underwritten Securities sold by each Selling Stockholder shall be as set forth on Schedule II hereto. The Company proposes to grant to the Underwriters an option to purchase up to 5,250,000 newly issued shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the U
CREDIT AGREEMENT Dated as of September 19, 2005 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders and BANK OF AMERICA, N.A. as the Agent BANC OF AMERICA SECURITIES LLC as the Sole Lead Arranger and Sole Book Manager and SPANSION LLC as the...Credit Agreement • October 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
This Credit Agreement, dated as of September 19, 2005, (this “Agreement”) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), Bank of America, N.A. with an office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as agent for the Lenders (in its capacity as agent, the “Agent”), Spansion LLC, a Delaware limited liability company, with offices at 915 DeGuigne Drive, P.O. Box 3453, Sunnyvale, California 94088 (the “Borrower”), and following the Approved Restructuring, Spansion, Inc., a Delaware corporation (“Parent”). With respect to Parent, all representations and warranties made by it and terms and conditions by which it is bound, shall be deemed to apply to Parent at all times after the Approved Restructuring.
CREDIT AGREEMENT Dated as of November 1, 2006 among SPANSION LLC, as the Borrower, SPANSION INC., as a Guarantor, BANK OF AMERICA, N.A., as Administrative Agent and The Other Lenders Party Hereto BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger...Credit Agreement • November 3rd, 2006 • Spansion Inc. • Semiconductors & related devices • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 1, 2006, among SPANSION LLC, a Delaware limited liability company (the “Borrower”), SPANSION INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
INDEMNITY AGREEMENTIndemnity Agreement • August 4th, 2010 • Spansion Inc. • Semiconductors & related devices • Delaware
This Indemnity Agreement (“Agreement”) is made as of by and between Spansion Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
AMENDED AND RESTATED GENERAL ADMINISTRATIVE SERVICES AGREEMENTGeneral Administrative Services Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
REGISTRATION RIGHTS AGREEMENT among SPANSION INC., SPANSION LLC and CITIGROUP GLOBAL MARKETS INC. and CREDIT SUISSE SECURITIES (USA) LLC as Initial Purchasers Dated as of June 12, 2006Registration Rights Agreement • June 15th, 2006 • Spansion Inc. • Semiconductors & related devices • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 12, 2006 among Spansion Inc., a Delaware corporation (the “Company”), Spansion LLC, a Delaware limited liability company (“Spansion LLC”), and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC (the “Initial Purchasers”) pursuant to the Purchase Agreement dated June 6, 2006 (the “Purchase Agreement”), between Spansion LLC, the Company, Spansion Technology Inc. and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
STOCKHOLDERS AGREEMENT OF SPANSION INC.Stockholders Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of December 21, 2005 (the “Effective Date”), is by and among AMD INVESTMENTS, INC., a Delaware corporation (“AMD Investments”), SPANSION INC., a Delaware corporation (the “Corporation”), ADVANCED MICRO DEVICES, INC., a Delaware corporation (“AMD”), and FUJITSU LIMITED, a Japanese corporation (“Fujitsu”). AMD Investments and Fujitsu are sometimes hereafter referred to, collectively, as the “Stockholders” and, individually, as a “Stockholder.”
AMENDED AND RESTATED FUJITSU-SPANSION PATENT CROSS-LICENSE AGREEMENTLicense Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
THIS AMENDED AND RESTATED FUJITSU-SPANSION PATENT CROSS-LICENSE AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2005 (the “Amendment Date”), by and between Fujitsu Limited, a Japanese corporation (“Parent” or “Fujitsu”) and Spansion Inc., a Delaware corporation (“Spansion”). Parent and Spansion are hereinafter also referred to, collectively, as the “Parties” and individually as a “Party.”
Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc. Amended Schedule to Lease Agreement Schedule NumberSpansion Inc. • December 27th, 2005 • Semiconductors & related devices
This Schedule (“Schedule”), dated as of October 30, 2005, as amended as of December 23, 2005, between Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc. (“Lessor”) and Spansion LLC (“Lessee”) is executed pursuant to Lease Agreement Number 15878-11500 dated September 30, 2005 between Banc of America Leasing & Capital, LLC and Lessee, incorporated in this Schedule by this reference (the “Lease Agreement”). Unless otherwise defined in this Schedule, capitalized terms used in this Schedule have the respective meanings assigned to such terms in the Lease Agreement. If any provision of this Schedule conflicts with any provision of the Lease Agreement, the provisions contained in this Schedule shall prevail. Lessee hereby authorizes Lessor to insert the serial numbers and other identification data of the Units, dates, and other omitted factual matters or descriptions in this Schedule.
DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FINANCING STATEMENT (Travis County, Texas)Spansion Inc. • May 21st, 2007 • Semiconductors & related devices • Texas
THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FINANCING STATEMENT (this “Deed of Trust”), is executed as of May 16, 2007, to be effective as of May 18, 2007, by SPANSION LLC, a Delaware limited liability company, successor by merger to FASL LLC (“Grantor”), whose address for notice hereunder is 915 DeGuigne Drive, P. O. Box 3453, Sunnyvale, California 94088, to R. J. Dold, Trustee (hereinafter referred to in such capacity as “Trustee”), whose address is c/o First American Title Insurance Company, National Commercial Services—Houston, 3 Greenway Plaza, Suite 1100, Houston, Texas 77046, for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in the capacity as Collateral Agent for the Noteholder Secured Parties (hereinafter referred to as “Beneficiary”), whose address is 707 Wilshire Blvd., 17th Floor, Los Angeles, CA 90017.
AMENDED AND RESTATED UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENTUncommitted Revolving Credit Facility Agreement • May 9th, 2006 • Spansion Inc. • Semiconductors & related devices • Tokyo
This AMENDED AND RESTATED UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENT (this “Agreement”) dated as of March 31, 2006 (the “Amendment and Restatement Date”) is made by and between Spansion Japan Limited (the “Borrower”) and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (the “Lender”).
Schedule to Lease AgreementLease Agreement • November 3rd, 2006 • Spansion Inc. • Semiconductors & related devices
This Schedule (“Schedule”), dated as of, September 28, 2006 between Banc of America Leasing & Capital, LLC (“Lessor”) and Spansion LLC (“Lessee”) is executed pursuant to Lease Agreement Number 15878-11500 dated September 30, 2005 between Lessor and Lessee, incorporated in this Schedule by this reference (the “Lease Agreement”). Unless otherwise defined in this Schedule, capitalized terms used in this Schedule have the respective meanings assigned to such terms in the Lease Agreement. If any provision of this Schedule conflicts with any provision of the Lease Agreement, the provisions contained in this Schedule shall prevail. Lessee hereby authorizes Lessor to insert the serial numbers and other identification data of the Units, dates, and other omitted factual matters or descriptions in this Schedule.
CREDIT AGREEMENT Dated as of February 9, 2010 among SPANSION LLC, as the Borrower, SPANSION INC., and SPANSION TECHNOLOGY LLC, as Guarantors, BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent and Documentation Agent, The Lenders Party...Credit Agreement • February 12th, 2010 • Spansion Inc. • Semiconductors & related devices • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 9, 2010, among SPANSION LLC, a Delaware limited liability company (the “Borrower”), SPANSION INC., a Delaware corporation (“Holdings”), SPANSION TECHNOLOGY LLC, a Delaware limited liability company (“Spansion Technology”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent (“Administrative Agent”), Collateral Agent ( “Collateral Agent”) and Documentation Agent, BARCLAYS CAPITAL, as Joint Lead Arranger and Joint Book Runner, and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arranger, Joint Book Runner and Syndication Agent.
FORM OF AMENDED AND RESTATED NON-COMPETITION AGREEMENTNon-Competition Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
THIS AMENDED AND RESTATED NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2005, by and among Advanced Micro Devices, Inc., a Delaware corporation (“AMD”), AMD Investments, Inc., a Delaware corporation (“AMD Investments,” and together with AMD, the “AMD Entities”), Fujitsu Limited, a corporation organized under the laws of Japan (“Fujitsu,” and collectively with the AMD Entities, the “Entities”), and Spansion Inc., a Delaware corporation (“Spansion” and collectively with the Entities, the “Parties”).
AMENDED AND RESTATED INFORMATION TECHNOLOGY SERVICES AGREEMENTInformation Technology Services Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
REGISTRATION RIGHTS AGREEMENT by and among SPANSION INC. and THE HOLDERS NAMED HEREIN Dated as of May 3, 2010Registration Rights Agreement • March 12th, 2012 • Spansion Inc. • Semiconductors & related devices • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of May 3, 2010 (this “Agreement”), is entered into by and among Spansion Inc., a Delaware corporation (the “Company”), and each of the signatories hereto under the heading “Holders” (individually, a “Holder” and, collectively, the “Holders”).
OPTION AWARD AGREEMENT FOR SECTION 102(b)(2) OPTIONS GRANTED UNDER THE SAIFUN SEMICONDUCTORS LTD. 2003 SHARE OPTION PLANOption Award Agreement • May 13th, 2009 • Spansion Inc. • Semiconductors & related devices • Delaware
Congratulations on being granted Spansion stock options under the Spansion Inc. 2007 Equity Incentive Plan (the “Plan”). Your award is subject to the provisions of the Plan, this Option Award Agreement (the “Agreement”), the agreement between Spansion (the “Company”) and the Trustee (the “Trust Agreement”) and Section 102 of the Israeli Income Tax Ordinance (New Version), 1961 and any regulations, rules or orders promulgated thereunder, including the Income Tax Rules (Tax Relief for Issuance of Shares to Employees), 2003, all as amended from time to time (collectively, “Section 102”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG SPANSION INC., ATLANTIC STAR MERGER SUB LTD. AND SAIFUN SEMICONDUCTORS LTD. DATED AS OF OCTOBER 7, 2007Agreement and Plan of Merger and Reorganization • October 9th, 2007 • Spansion Inc. • Semiconductors & related devices • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of October 7, 2007 (this “Agreement”), by and among Spansion Inc., a Delaware corporation (the “Parent”), Atlantic Star Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of the Parent (“Merger Sub”), and Saifun Semiconductors Ltd., an Israeli company (the “Company”).
Master Rental Agreement [Translation]Master Rental Agreement • September 26th, 2006 • Spansion Inc. • Semiconductors & related devices
The Lessor and the Lessee have reached an agreement regarding the Master Rental Agreement (the “Agreement”) as specified below, and have prepared this Agreement in duplicate, both of which are signed (or printed name) and sealed by the Lessor and the Lessee, each of whom shall retain one original hereof.
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 21st, 2005 • Spansion Inc. • Semiconductors & related devices • Delaware
This Indemnity Agreement (“Agreement”) is made as of , 2005 by and between Spansion, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
JPY6,000,000,000 REVOLVING LINE AGREEMENT (A) Spansion Japan Limited as Borrower MIZUHO CORPORATE BANK, LTD. as Arranger and Agent MIZUHO CORPORATE BANK, LTD. SHINKIN CENTRAL BANK THE BANK OF YOKOHAMA, LTD. THE TOHO BANK, LTD. THE NORINCHUKIN BANK as...Revolving Line Agreement • April 13th, 2005 • Spansion Inc. • Tokyo
Spansion Japan Limited (the “Borrower”) and the financial institutions set forth as Lender A under Section 3 of Schedule 1 attached to this Agreement (respectively referred to as a “Lender A,” and collectively referred to as “All Lenders A”) enter into the following agreement (this “Agreement”) as of March 25, 2005 (the “Execution Date”), with MIZUHO CORPORATE BANK, LTD. (the “Agent”) acting as the agent.
AMENDED AND RESTATED GENERAL ADMINISTRATIVE SERVICES AGREEMENTGeneral Administrative Services Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
SPANSION LLC, as Issuer, the Guarantors party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 18, 2007 Senior Secured Floating Rate Notes Due 2013Indenture • May 21st, 2007 • Spansion Inc. • Semiconductors & related devices • New York
INDENTURE, dated as of May 18, 2007, is among SPANSION LLC, a Delaware limited liability company, as issuer (the “Issuer”), SPANSION INC., a Delaware corporation, as guarantor (“Parent”), SPANSION TECHNOLOGY INC., a Delaware corporation, as guarantor (“Intermediate Holdco” and together with Parent and any other Person that Guarantees the Notes from time to time, the “Guarantors”), the other Guarantors party hereto from time to time and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
PLEDGE AND SECURITY AGREEMENT Dated as of November 3, 2006, among SPANSION INC., SPANSION LLC, and CERTAIN OF THEIR SUBSIDIARIES party hereto from time to time, as Grantors, and BANK OF AMERICA, N.A., as Administrative Agent.Pledge and Security Agreement • November 3rd, 2006 • Spansion Inc. • Semiconductors & related devices • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of November 3, 2006 (this “Agreement”), among SPANSION LLC, a Delaware limited liability company (the “Borrower”), SPANSION INC., a Delaware corporation (“Holdings”), each other Subsidiary (such term and the other capitalized terms used herein shall have the meanings assigned thereto in Article I of this Agreement) of Holdings identified on the signature pages hereof and each Subsidiary of Holdings that hereafter becomes a party hereto from time to time pursuant to a Joinder Agreement (all such Subsidiaries, the “Subsidiary Grantors” and, together with Holdings and the Borrower, hereinafter collectively referred to as the “Grantors”, and each individually as a “Grantor”) and BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”) for the Secured Parties.
AMENDED AND RESTATED INFORMATION TECHNOLOGY SERVICES AGREEMENTInformation Technology Services Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
OPTION AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONSOption Agreement • February 25th, 2014 • Spansion Inc. • Semiconductors & related devices • California
SECURITY AGREEMENTSecurity Agreement • October 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof by and among Grantor, Agent and Lenders (including all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), Lenders have agreed to make the Loans and issue Letters of Credit on behalf of Grantor;
FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • April 13th, 2005 • Spansion Inc. • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of March 29, 2004 (this “Amendment”), is entered into by and among FASL LLC, a Delaware limited liability company (the “Borrower”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent for itself and the lenders from time to time signatory to the Loan Agreement (as defined below), as hereinafter defined (the “Lenders”) (in its capacity as agent for itself and the Lenders, together with its successors or affiliates in such capacity, the “Agent”), and the Majority Lenders party hereto.
JPY18,000,000,000 LOAN AGREEMENT FASL JAPAN LIMITED as Borrower MIZUHO CORPORATE BANK, LTD. as Arranger and Agent MIZUHO CORPORATE BANK, LTD. THE DAI- ICHI MUTUAL INSURANCE COMPANY SHINKIN CENTRAL BANK. THE BANK OF YOKOHAMA, LTD as Lender September...Loan Agreement • April 13th, 2005 • Spansion Inc. • Tokyo
FASL JAPAN LIMITED (hereinafter referred to as the “Borrower”); the financial institutions described in Part III of Schedule ONE (hereinafter respectively referred to as a “Lender”, and collectively referred to as “All Lenders”); and MIZUHO CORPORATE BANK, LTD, (hereinafter referred to as the “Agent”), as of the date of September 25, 2003 enter into the following agreement (hereinafter referred to as this “Agreement”).
MASTER PURCHASE AGREEMENT Semiconductor Manufacturing Equipment January 5, 2005 Spansion Japan Limited SumiCrest Leasing Ltd.Master Purchase Agreement • April 13th, 2005 • Spansion Inc.
This Master Purchase Agreement is made and entered into by and between Spansion Japan Limited (“Lessee”) and SumiCrest Leasing Ltd. (“Lessor”) on January 5, 2005.
FOUNDRY AGREEMENTFoundry Agreement • October 28th, 2010 • Spansion Inc. • Semiconductors & related devices
THIS FOUNDRY AGREEMENT (the “Agreement”) is made effective on the “Effective Date” (as defined below), by and between Spansion LLC, having its principal place of business at 915 DeGuigne Drive, Sunnyvale, California 94088-3453, U.S.A. (“Spansion”), Nihon Spansion Limited, having its principal place of business at 1-14, Nishin-cho, Kawasaki-shi, Kawasaki-ku, Kanagawa 210-0024, Japan (“Spansion Nihon), and Texas Instruments Incorporated, having its principal place of business at 12500 TI Boulevard, Dallas, Texas 75266, U.S (“TI”). Spansion, Spansion Nihon, and TI are collectively referred to as “Parties” to this Agreement and, individually, as a “Party” to this Agreement.
SAIFUN SEMICONDUCTORS LTD. SHARE OPTION AGREEMENTShare Option Plan • April 1st, 2008 • Spansion Inc. • Semiconductors & related devices
This Option shall become exercisable in number of whole Shares, in equal annual installments over a period of five (5) years following the Vesting Commencement Date (i.e. 20% of the Shares subject to the Option shall vest upon the first, second, third, forth and fifth anniversaries of the Vesting Commencement Date), subject to the Optionee’s continuous engagement with the Company during such time. In no event shall the Option vest and become exercisable for any additional Shares following Optionee’s cessation of engagement with the Company.
