AMD 2007 Annual Report Download - page 260

Spansion Inc.
Notes to Consolidated Financial Statements—(Continued)
• subject to certain exceptions, during the five business day period following any five consecutive trading day period in which the trading price of the
debentures for each day of such period was less than 98 percent of the product of the sale price of the Spansion Inc. Class A common stock and the
number of shares issuable upon exchange of $1,000 principal amount of the debentures; or
• Upon the occurrence of specified corporate events that constitute a fundamental change of the Company under certain circumstances. The holders of
the Debentures will have the ability to require the Company to repurchase the Debentures in whole or in part for cash in the event of a fundamental
change of the Company. In such case, the repurchase price would be 100 percent of the principal amount of the Debentures plus any accrued and
unpaid interest.
Spansion Japan 2006 Uncommitted Revolving Credit Facility
On September 29, 2006, Spansion Japan entered into an Uncommitted Revolving Credit Facility Agreement with a Japanese financial institution (the
Spansion Japan 2006 Uncommitted Revolving Credit Facility), which provides for a revolving credit facility in the aggregate principal amount of up to 2.0
billion yen (or up to approximately $16.8 million as of December 31, 2006).
Pursuant to the terms of the Spansion Japan 2006 Uncommitted Revolving Credit Facility, Spansion Japan may borrow amounts in increments of
50 million yen (approximately $420,000 as of December 31, 2006), which may remain outstanding in monthly increments of up to three months. Amounts
borrowed bear interest at a rate equal to TIBOR, at the time of the drawdown, plus a margin of 0.5 percent per annum.
Spansion Japan is not permitted, among other things, to create any security interests or liens on any of its assets, subject to certain exceptions; subordinate
the payment of its debt under this credit facility to the payment of any unsecured debts; or enter into any merger, company partition, exchange or transfer of
shares, assign all or a part of its business or assets to a third party, or otherwise transfer all or a material part of its assets to a third party, subject to certain
exceptions.
All of Spansion Japan’s debts under the Spansion Japan 2006 Uncommitted Revolving Credit Facility will automatically become due and payable without
any notice or demand if proceedings of bankruptcy, insolvency, dissolution or similar matters are initiated by or against Spansion Japan. All of the debts under
this credit facility will become due and payable upon notice to Spansion Japan by the lenders in an event of default, which includes, among other things, the
following: a default in performance of payment; any of Spansion Japan’s debts or guarantee obligations (other than those under Spansion Japan 2006
Uncommitted Revolving Credit Facility) in an aggregate amount exceeding 10 million yen (approximately $84,000 as of December 31, 2006) become due and
payable; or the suspension of the business of Spansion Japan by Spansion Japan or by a government authority, in each case if not cured within applicable time
periods set forth in the Spansion Japan 2006 Uncommitted Revolving Credit Facility.
The Spansion Japan 2006 Uncommitted Revolving Credit Facility may be terminated in the event of default or by either party upon written notice in
accordance with its terms.
On December 15, 2006, Spansion Japan borrowed 1.0 billion yen (approximately $8.4 million as of December 31, 2006) under this facility. This amount
bears interest at a rate of 1.05 percent and must be repaid no later than March 15, 2007.
Senior Secured Term Loan Facility
On November 1, 2006, Spansion LLC entered into a new senior secured term loan facility with a certain domestic financial institution, as administrative
agent, and the lenders party thereto, in the aggregate amount of
Source: ADVANCED MICRO DEVIC, 10-K, February 26, 2008