AMD 2007 Annual Report Download - page 295

Spansion Inc.
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited)
acquired in the future by Spansion LLC and by each of the current and any future guarantors. The Notes are also secured by a second-priority lien that is junior to
the liens securing Spansion LLC’s Revolving Credit Agreement dated as of September 19, 2005, as amended, on substantially all other real and personal property
and proceeds thereof, including receivables or proceeds arising from sales of inventory in the ordinary course of business presently owned or acquired in the
future by the Company and by each of the current and any future guarantors. The Notes are further secured by certain deeds of trust related to real property
owned by Spansion LLC in California and Texas.
Holders of the Notes may require Spansion LLC to repurchase the Notes for cash equal to 101 percent of the aggregate principal amount to be repurchased
plus accrued and unpaid interest upon the occurrence of a change of control of Spansion LLC. Beginning June 1, 2008, Spansion LLC may redeem all or any
portion of the Notes, at any time or from time to time at redemption prices specified therein. Prior to June 1, 2008, Spansion LLC may redeem up to 35 percent of
the Notes from the proceeds of certain equity offerings at a redemption price of 100 percent.
Certain events are considered “Events of Default,” which may result in the accelerated maturity of the Notes, including:
• Spansion LLC’s failure to pay when due the principal or premium amount on any of the Notes at maturity, upon acceleration, redemption, optional
redemption, required repurchase or otherwise;
• Spansion LLC’s failure to pay interest on any of the Notes for 30 days after the date when due;
• Spansion LLC’s or the guarantors’ failure to comply with certain restrictions on Spansion LLC’s or Guarantors’ ability to merge, consolidate or sell
substantially all of its assets;
• Spansion LLC’s failure to perform or observe any other covenant or agreement in the Notes or in the Indenture for a period of 45 days after
receiving notice of such failure;
• A default by Spansion LLC or any restricted subsidiary (as defined in the Indenture) under any indebtedness that results in acceleration of such
indebtedness, or the failure to pay any such indebtedness at maturity, in an aggregate principal amount in excess of $50.0 million (or its foreign
equivalent at the time);
• If any judgment or judgments for the payment of money in an aggregate amount in excess of $50.0 million (or its foreign equivalent at the time) is
rendered against Spansion LLC, the guarantors or any significant subsidiary and is not waived, satisfied or discharged for any period of 60
consecutive days during which a stay of enforcement is not in effect;
• Certain events of bankruptcy, insolvency or reorganization with respect to Spansion LLC or any significant subsidiary;
• If any note guaranty ceases to be in full force and effect, other than in accordance with the terms of the Indenture, or a guarantor denies or disaffirms
its obligations under its note guaranty, other than in accordance with the terms of the Indenture; or
• Any lien securing the collateral underlying the Notes at any time ceases to be in full force and effect, and does not constitute a valid and perfected
lien on any material portion of the collateral intended to be covered thereby, if such default continues for 30 days after notice.
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Source: ADVANCED MICRO DEVIC, 10-K, February 26, 2008