DATE: August 20, 2013 TO: Spansion LLC and Spansion Inc. ATTENTION: Chief Financial Officer TELEPHONE: 408-616-3682 FACSIMILE: 408-616-6659 FROM: Citibank, N.A. New York, NY 10013 SUBJECT: Base Call Option TransactionSpansion Inc. • August 26th, 2013 • Semiconductors & related devices • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into among Citibank, N.A. (“Dealer”), Spansion LLC (“Counterparty”) and Spansion Inc. (“Parent”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction. Dealer is not a member of the Securities Investor Protection Corporation.
DATE: August 20, 2013 TO: Spansion LLC and Spansion Inc. ATTENTION: Chief Financial Officer TELEPHONE: 408-616-3682 FACSIMILE: 408-616-6659 FROM: Jefferies LLC SUBJECT: Base Call Option TransactionSpansion Inc. • August 26th, 2013 • Semiconductors & related devices • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into among Jefferies LLC (“Dealer”), Spansion LLC (“Counterparty”) and Spansion Inc. (“Parent”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
DATE: August 20, 2013 TO: Spansion LLC and Spansion Inc. ATTENTION: Chief Financial Officer TELEPHONE: 408-616-3682 FACSIMILE: 408-616-6659 FROM: WELLS FARGO SECURITIES, LLC (“Agent”) solely as agent of Wells Fargo Bank, National Association...Spansion Inc. • August 26th, 2013 • Semiconductors & related devices • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into among Wells Fargo Bank, National Association (“Dealer”), through its agent Wells Fargo Securities, LLC (“Agent”), Spansion LLC (“Counterparty”) and Spansion Inc. (“Parent”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction. Dealer is not a member of the Securities Investor Protection Corporation.
SPANSION LLC, as Issuer, the Guarantors party hereto, and Wells Fargo Bank, National Association, as Trustee INDENTURE Dated as of August 26, 2013 2.00% Exchangeable Senior Notes due 2020Spansion Inc. • August 26th, 2013 • Semiconductors & related devices • New York
INDENTURE dated as of August 26, 2013 among SPANSION LLC, a Delaware limited liability company, as issuer (the “Issuer,” as more fully set forth in Section 1.01), SPANSION INC., a Delaware corporation, as guarantor (the “Company,” as more fully set forth in Section 1.01), SPANSION TECHNOLOGY LLC, a Delaware limited liability company, as guarantor (“Intermediate Holdco,” as more fully set forth in Section 1.01, and together with Parent and any other Person that Guarantees the Notes from time to time, the “Guarantors,” as more fully set forth in Section 1.01), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
