ContractFoundry Agreement • February 23rd, 2011 • Spansion Inc. • Semiconductors & related devices
[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Subject: Guaranty in favor of Fujitsu Semiconductor Limited in connection with the Amended and Restated Foundry Agreement to be assigned from Ninon Spansion Limited to Nihon Spansion Trading Limited as of the Effective Date (as defined below)...Spansion Inc. • February 23rd, 2011 • Semiconductors & related devices
Spansion Inc. (“Spansion”) plans to further restructure its business operations in Japan by establishing a new legal entity, Nihon Spansion Trading Limited (“PSKK”), which will take on responsibility for all of Spansion’s foundry relationships in Japan.
AMENDMENT No. 2 to Foundry Agreement between Texas Instruments Incorporated and Spansion LLC and Nihon Spansion LimitedFoundry Agreement • February 23rd, 2011 • Spansion Inc. • Semiconductors & related devices
This Amendment No. 2 (“Amendment No. 2”) to the Foundry Agreement is entered into this 15th day of October, 2010 (the “Effective Date”), 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 Amendment No. 2 and, individually, as a “Party” to this Amendment No. 2.
Subject: Guaranty in favor of Fujitsu Semiconductor Limited in connection with the Amended and Restated Foundry Agreement to be assigned from Spansion Japan Limited to Spansion Nihon Limited as of the Effective Date (as defined below) Reference:...Spansion Inc. • February 23rd, 2011 • Semiconductors & related devices
Spansion Japan Limited (“Spansion Japan”) and Spansion Inc. (“Spansion”) recently announced a settlement pursuant to which Spansion LLC (“Spansion LLC”) will acquire Spansion Japan’s distribution business (the “Business Transfer”) and Spansion Japan and Spansion LLC will enter into a new foundry services agreement. This settlement will help enable Spansion Japan to re-organize as a stand-alone entity. To continue to sell products and to provide services and support to Spansion’s Japanese customers, Spansion LLC has created a new Japanese subsidiary, Spansion Nihon Limited (“Nihon”).
Subject: Extension of the Amended and Restated Foundry Agreement Reference: Amended and Restated Foundry Agreement, dated September 28, 2006Foundry Agreement • February 23rd, 2011 • Spansion Inc. • Semiconductors & related devices
Subject: Assignment of Foundry Agreement from Nihon Spansion Limited to Nihon Spansion Trading Limited as of the Effective Date (as defined below) Reference: Foundry Agreement, dated September 28, 2010Spansion Inc. • February 23rd, 2011 • Semiconductors & related devices
Spansion Inc. (“Spansion”) plans to further restructure its business operations in Japan by establishing a new legal entity, Nihon Spansion Trading Limited (“PSKK”), which will take on responsibility for all of Spansion’s foundry relationships in Japan.
AMENDMENT NO. 1Credit Agreement • February 23rd, 2011 • Spansion Inc. • Semiconductors & related devices
AMENDMENT NO. 1 dated as of April 9, 2010 (“Amendment No. 1”) to the Credit Agreement dated as of February 9, 2010 (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 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.
