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.
FORM OF STOCKHOLDERS AGREEMENT OF SPANSION INC. AS OF , 2005Stockholders Agreement • October 21st, 2005 • Spansion Inc. • Semiconductors & related devices
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of , 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.”
DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FINANCING STATEMENTSpansion Inc. • October 21st, 2005 • Semiconductors & related devices • Texas
THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FINANCING STATEMENT (this “Deed of Trust”), entered into this 13th day of September, 2005, to be effective the 19th day of September. 2005, by SPANSION LLC, a Delaware limited liability company (“Grantor”), whose address for notice hereunder is 915 DeGuigne Drive, P. O. Box 3453, Sunnyvale, California 94088, to PRLAP, INC., Trustee (hereinafter referred to in such capacity as “Trustee”), whose address is 700 Louisiana, 7th Floor, Houston, Texas 77002, for the benefit of BANK OF AMERICA, N.A., a national banking association, in the capacity as Agent for the Lenders, whose address is 55 South Lake Avenue, Suite 900, Pasadena, California 91107,
UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENTUncommitted Revolving Credit Facility Agreement • October 21st, 2005 • Spansion Inc. • Semiconductors & related devices • Tokyo
THIS UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENT (this “Agreement”) dated as of September 20, 2005 is made by and between Spansion Japan Limited (the “Borrower”) and UFJ Bank Limited (the “Lender”).
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”).
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;
AMENDMENT TO PROMISSORY NOTEPromissory Note • October 21st, 2005 • Spansion Inc. • Semiconductors & related devices • Delaware
THIS AMENDMENT (this “Amendment”) TO PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF U.S.$120,000,000 (the “Note”) is made and entered into as of September 30, 2005 (the “Amendment Date”), by and between Advanced Micro Devices, Inc., a Delaware corporation (together with its successors and permitted assigns, “Payee”) and Spansion LLC, a Delaware limited liability company (“Maker”). Payee and Maker are hereinafter also referred to, collectively, as the “Parties” and individually as a “Party.”
AMENDMENT TO THE ACCOUNTS RECEIVABLES TRUST AGREEMENTAccounts Receivables Trust Agreement • October 21st, 2005 • Spansion Inc. • Semiconductors & related devices
Spansion Japan Limited (formerly FASL JAPAN LIMITED, the “Settlor and Beneficiary”) and Mizuho Trust & Banking Co., Ltd. (the “Trustee”) agree to the following (this “Amendment Agreement”) with respect to the amendment of the Accounts Receivables Trust Agreement (the “Original Trust Agreement”) entered into as of March 25, 2004 by and between the Settlor and Beneficiary and the Trustee.
FORM OF AMENDED AND RESTATED FUJITSU DISTRIBUTION AGREEMENTFujitsu Distribution Agreement • October 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
THIS AMENDED AND RESTATED FUJITSU DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of , 2005 (the “Amendment Date”), by and between Spansion Inc., a Delaware corporation (“Spansion”), and Fujitsu Limited, a Japanese corporation (“Fujitsu”). Spansion and Fujitsu are hereinafter also referred to as the “Parties” and individually as a “Party.”
AMENDMENT TO PROMISSORY NOTEPromissory Note • October 21st, 2005 • Spansion Inc. • Semiconductors & related devices • Delaware
THIS AMENDMENT (this “Amendment”) TO PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF U.S.$40,000,000 (the “Note”) is made and entered into as of September 30, 2005 (the “Amendment Date”), by and between Fujitsu Microelectronics Holding, Inc., a Delaware corporation (together with its successors and permitted assigns, “Payee”) and Spansion LLC, a Delaware limited liability company (“Maker”). Payee and Maker are hereinafter also referred to, collectively, as the “Parties” and individually as a “Party.”
STOCK PLEDGEStock Pledge • October 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
This STOCK PLEDGE, dated as of September 19, 2005, is entered into by and between BANK OF AMERICA, N.A. as agent (“Agent”) for the Lenders, and SPANSION LLC, a Delaware limited liability company (“Pledgor”), in light of the following:
FORM OF SPANSION LLC CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • October 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between (the “Employee”) and Spansion LLC (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
AMENDMENT TO THE REVOLVING LINE AGREEMENT (A)Revolving Line Agreement • October 21st, 2005 • Spansion Inc. • Semiconductors & related devices
Spansion Japan Limited (formerly FASL JAPAN LIMITED, the “Borrower”) and the financial institutions set forth as Lenders A in the Schedule attached to this Amendment Agreement (as defined below) (respectively referred to as a “Lender A,” and collectively referred to as “All Lenders A”) and MIZUHO CORPORATE BANK, LTD. acting as the agent (the “Agent”) agree to the following (this “Amendment Agreement”) with respect to the amendment of the Revolving Line Agreement (A) (the “Original Loan Agreement”) entered into as of March 25, 2005 by and between the parties hereto. Unless otherwise provided for in this Amendment Agreement, the terms used in this Amendment Agreement shall have the same meanings as defined in the Original Loan Agreement.
AMENDMENT TO THE REVOLVING LINE AGREEMENT (B)Revolving Line Agreement • October 21st, 2005 • Spansion Inc. • Semiconductors & related devices
Spansion Japan Limited (formerly FASL JAPAN LIMITED, the “Borrower”) and the financial institutions set forth as Lenders B in the Schedule attached to this Amendment Agreement (as defined below) (respectively referred to as a “Lender B,” and collectively referred to as “All Lenders B”) and MIZUHO CORPORATE BANK, LTD. acting as the agent (the “Agent”) agree to the following (this “Amendment Agreement”) with respect to the amendment of the Revolving Line Agreement (B) (the “Original Loan Agreement”) entered into as of March 25, 2005 by and between the parties hereto. Unless otherwise provided for in this Amendment Agreement, the terms used in this Amendment Agreement shall have the same meanings as defined in the Original Loan Agreement.
