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.
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.
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.
GUARANTY AGREEMENTGuaranty Agreement • November 3rd, 2006 • Spansion Inc. • Semiconductors & related devices • New York
This GUARANTY AGREEMENT, dated as of November 3, 2006 (this “Agreement”), is made by each Subsidiary (such capitalized term and all other capitalized terms not otherwise defined herein to have the meanings provided for in the recitals or in Article I below) of Spansion Inc., a Delaware corporation (“Holdings”), listed on the signature pages hereof (such Subsidiaries, together with any Additional Guarantors which hereafter become a party to this Agreement pursuant to Section 5.06, are collectively referred to as the “Guarantors” and individually as a “Guarantor”), in favor of BANK OF AMERICA, N.A., as administrative and collateral agent (in such capacities, the “Administrative Agent”) for each of the Secured Parties.
FOUNDRY AGREEMENTFoundry Agreement • November 3rd, 2006 • Spansion Inc. • Semiconductors & related devices
This amended and restated FOUNDRY AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of September, 2006 by and between Fujitsu Limited, a corporation organized and existing under the laws of Japan, with a registered office at 1-1, Kamikodanaka 4-chome, Nakahara-ku, Kawasaki 211-8588 Japan (“Fujitsu”); Spansion Inc., a corporation organized and existing under the laws of Delaware, with a registered office at 915 DeGuigne Drive, Sunnyvale, California 94088-3453, Spansion Technology, Inc., a corporation organized and existing under the laws of Delaware (“STI”), with a registered office at 915 DeGuigne Drive, Sunnyvale, California 94088-3453, and Spansion LLC, a limited liability company organized and existing under the laws of Delaware (“Spansion LLC”), with a registered office at 915 DeGuigne Drive, Sunnyvale, California 94088-3453, solely in their capacities as guarantors of Spansion’s obligations hereunder (collectively “Guarantors”); and Spansion Japan Limited, a
AMENDMENT NO. 2 TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENTCredit Agreement • November 3rd, 2006 • Spansion Inc. • Semiconductors & related devices • California
This Amendment No. 2 to Credit Agreement and Amendment to Security Agreement (this “Amendment”), dated as of November 1, 2006, amends that certain Credit Agreement, dated as of September 19, 2005 (as amended, the “Agreement”), among the financial institutions from time to time parties thereto (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 administrative agent for the Lenders (in its capacity as agent, the “Agent”), Spansion LLC, a Delaware limited liability company (“Borrower”), and Spansion Inc., a Delaware corporation (“Parent”), and amends that certain Security Agreement, dated as of September 19, 2005 (as amended, the “Security Agreement”) between Borrower and Agent. Capitalized terms used and not otherwise defined herein shall have the meanings a
ASSET PURCHASE AGREEMENT by and between SPANSION JAPAN LIMITED and FUJITSU LIMITED September 28, 2006Asset Purchase Agreement • November 3rd, 2006 • Spansion Inc. • Semiconductors & related devices
This ASSET PURCHASE AGREEMENT is made as of this 28th day of September, 2006 (the “Agreement”) by and between Spansion Japan Limited, a corporation organized under the laws of Japan (“Seller”), Spansion Inc., a corporation organized under the laws of the State of Delaware (“Spansion U.S.”), Spansion Technology Inc., a corporation organized under the laws of the State of Delaware (“STI”), and Spansion LLC, a Delaware limited liability company, solely in their capacities as guarantors of Seller’s obligations hereunder (collectively “Guarantors”), and Fujitsu Limited, a corporation organized under the laws of Japan (“Purchaser”).
SECONDMENT AND TRANSFER AGREEMENTSecondment and Transfer Agreement • November 3rd, 2006 • Spansion Inc. • Semiconductors & related devices
THIS SECONDMENT AND TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of September 28, 2006 (the “Effective Date”), by and between Spansion Japan Limited, a Japanese corporation (the “Company”), and Fujitsu Limited, a Japanese corporation (“Fujitsu”). The Company and Fujitsu are hereinafter also referred to as the “Parties” and individually as a “Party.”
MASTER LEASE AGREEMENT by and between SPANSION JAPAN LIMITED and FUJITSU LIMITED September 28, 2006Master Lease Agreement • November 3rd, 2006 • Spansion Inc. • Semiconductors & related devices
This MASTER LEASE AGREEMENT is made as of this 28th day of September, 2006 (the “Agreement”) by and among Spansion Japan Limited, a corporation organized under the laws of Japan (“Lessor”), Spansion, Inc., a corporation organized under the laws of the State of Delaware (“Spansion U.S.”), Spansion Technology, Inc., a corporation organized under the laws of the State of Delaware (“STI”), and Spansion LLC, a Delaware limited liability company, solely in their capacities as guarantors of Lessor’s obligations hereunder (“Spansion LLC”, and collectively with Spansion U.S. and STI, the “Guarantors”), and Fujitsu Limited, a corporation organized under the laws of Japan (“Lessee”). Lessor and Lessee are referred to collectively herein as the “Parties.”
