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
AMENDED AND RESTATED GENERAL ADMINISTRATIVE SERVICES AGREEMENTGeneral Administrative Services Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
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.”
AMENDED AND RESTATED INFORMATION TECHNOLOGY SERVICES AGREEMENTInformation Technology Services Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
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 FUJITSU DISTRIBUTION AGREEMENTFujitsu Distribution Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
THIS AMENDED AND RESTATED FUJITSU DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of December 21, 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.”
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, N.A., as Trustee INDENTURE Dated as of December 21, 2005 11.25% Senior Notes Due 2016Indenture • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • New York
INDENTURE, dated as of December 21, 2005, 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, N.A., as trustee (the “Trustee”).
AMENDED AND RESTATED INFORMATION TECHNOLOGY SERVICES AGREEMENTInformation Technology Services Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
AMENDED AND RESTATED INTELLECTUAL PROPERTY CONTRIBUTION AND ANCILLARY MATTERS AGREEMENTAnd Ancillary Matters Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY CONTRIBUTION AND ANCILLARY MATTERS AGREEMENT (“Agreement”) is made and entered into as of December 21, 2005 (“Amendment Date”) by and among Fujitsu Limited, a Japanese corporation (“Fujitsu”), Advanced Micro Devices, Inc., a Delaware corporation (“AMD”), AMD Investments, Inc. (“AMD Investments”), Spansion Inc., a Delaware corporation (“Spansion”) and Spansion Technology Inc., a Delaware corporation, a wholly owned subsidiary of Spansion to be successor-in-interest to Spansion LLC (“STI”). Fujitsu, AMD, AMD Investments, Spansion and STI are herein referred to as the “Parties” and individually as a “Party.” Fujitsu and AMD Investments are herein referred to as the “Contributing Parties” and individually as a “Contributing Party.” Fujitsu and AMD are herein referred to as the “Parents” and individually as a “Parent.”
CONTRIBUTION AGREEMENTContribution Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices
This Contribution Agreement (the “Agreement”) is made as of December 13, 2005 (the “Effective Date”), by and among Spansion Inc., a Delaware corporation (the “Corporation”), Spansion LLC, a Delaware limited liability company (the “LLC”), Advanced Micro Devices, Inc., a Delaware corporation (“AMD”), AMD Investments, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of AMD (“AMD Investments”), Fujitsu Limited, a corporation organized under the laws of Japan (“Fujitsu” and, together with AMD, the “Parents”) and Fujitsu Microelectronics Holding, Inc., a Delaware corporation and a wholly-owned subsidiary of Fujitsu (“FMH”).
DATED DECEMBER 20, 2005 BETWEEN ADVANCED MICRO DEVICES EXPORT SDN. BHD. (the “Vendor”) AND SPANSION (PENANG) SDN. BHD. (the “Purchaser”)Sale and Purchase Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices
each a “Title” (and together the “Titles”), together with two (2) buildings erected thereon and all appurtenances and improvements thereto and bearing the postal address of AM1 and AM2 Buildings, Phase 2 Free Industrial Zone, Bayan Lepas, Penang Malaysia 11900 (hereinafter collectively referred to as “the Property”).
SPANSION LLC, as Issuer, the Guarantors party hereto, and WELLS FARGO BANK, N.A., as Trustee INDENTURE Dated as of December 21, 2005 12.75% Senior Subordinated Notes Due 2016Merger • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • New York
INDENTURE, dated as of December 21, 2005, 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, N.A., as trustee (the “Trustee”).
ContractSpansion Inc. • December 21st, 2005 • Semiconductors & related devices • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO AN “ACCRE
ContractSpansion Inc. • December 21st, 2005 • Semiconductors & related devices • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG
CERIUM PURCHASE AGREEMENTCerium Purchase Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • California
THIS CERIUM PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of October 25, 2005, between Advanced Micro Devices, Inc., a Delaware corporation (“AMD”), and Spansion LLC, a Delaware limited liability company (“Spansion”).
EXCHANGE AGREEMENTExchange Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices
This Exchange Agreement (the “Agreement”) is made as of December 15, 2005, by and among Spansion Inc., a Delaware corporation (the “Corporation”), Spansion LLC, a Delaware limited liability company (the “LLC”), Advanced Micro Devices, Inc., a Delaware corporation (“AMD”), AMD Investments, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of AMD (“AMD Investments”), Fujitsu Limited, a corporation organized under the laws of Japan (“Fujitsu” and together with AMD, the “Parents”) and Spansion Technology Inc. (formerly Fujitsu Microelectronics Holding, Inc.), a Delaware corporation and wholly-owned subsidiary of the Corporation (“STI”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • Texas
This Purchase and Sale Agreement (this “Agreement”) is made and entered into by and between the following parties and upon the terms and conditions set forth herein:
