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”).
AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2010 • Spansion Inc. • Semiconductors & related devices • California
This Amendment Number Two to Loan and Security Agreement (this “Amendment”), dated as of November 9, 2010, is entered into among SPANSION INC., a Delaware corporation (“Parent”), SPANSION LLC, a Delaware limited liability company (“Spansion”) and certain of Spansion’s subsidiaries party hereto (such subsidiaries together with Spansion, individually, a “Borrower” and, collectively, the “Borrowers”), each of the lenders set forth on the signature pages hereof (collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent, as Sole Lead Arranger, as Sole Bookrunner, and as agent for the Lenders (in such capacity, “Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).
AMENDMENT NO. 4Pledge and Security Agreement • November 9th, 2010 • Spansion Inc. • Semiconductors & related devices
AMENDMENT NO. 4 dated as of November 9, 2010 (“Amendment No. 4”) to the Credit Agreement dated as of February 9, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) 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” and together with Holdings, the “Guarantors”), each lender from time to time party thereto (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 and Amendment No. 1 to the Pledge and Security Agreement dated as of May 10, 2010 (as amended, supplemented or otherwise modifi
SPANSION LLC, as Issuer, the Guarantors party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 9, 2010 7.875% Senior Notes Due 2017Indenture • November 9th, 2010 • Spansion Inc. • Semiconductors & related devices • New York
INDENTURE, dated as of November 9, 2010, among SPANSION LLC, a Delaware limited liability company, as issuer (the “Issuer”), SPANSION INC., a Delaware corporation, as guarantor (“Parent”), SPANSION TECHNOLOGY LLC, a Delaware limited liability company, as guarantor (“Intermediate Holdco” and together with Parent and any other Person that Guarantees the Notes from time to time, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
