TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Section 5.13. Entire Agreement.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES
OR BY PRIOR OR CONTEMPORANEOUS WRITTEN AGREEMENTS.
THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.
[Signature Page Follows]
Guaranty Agreement
E-13
IN WITNESS WHEREOF, each Guarantor has caused this Agreement to be duly executed
and delivered by its officer thereunto duly authorized as of the date first
above written.
SPANSION INTERNATIONAL, INC.
By:
Name:
Title:
SPANSION INTERNATIONAL TRADING, INC.
By:
Name:
Title:
Guaranty Agreement
E-14
EXHIBIT F
FORM OF
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
[See Exhibit 10.3]
Form of Security Agreement
F-1
EXHIBIT G
FORM OF MORTGAGE
DEED OF TRUST, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS AND FINANCING STATEMENT
(INCLUDING FIXTURE FILING)
([
15] County, [
16])
THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND
FINANCING STATEMENT (WITH FIXTURE FILING) (this "Deed of Trust"), effective as
of the ___ day of ______________, 201__, by [
17], a[
18] ("Grantor"),
whose address for notice hereunder is [
19], to [
20], a
[
21], Trustee (hereinafter referred to in such capacity as "Trustee"),
whose address is [
22], for the benefit of BARCLAYS BANK PLC in the
capacity as Collateral Agent for the Lenders, whose address is 745 Seventh
Avenue, 27th Floor, New York, NY
10019.
WITNESSETH:
ARTICLE 1.
DEFINITIONS
Capitalized terms used but not defined herein shall have the respective meanings
given thereto in the Credit Agreement.
As used herein, the following terms
shall have the following meanings:
(a)
Beneficiary:
Barclays Bank PLC, in the capacity as Collateral
Agent for the Lenders, together with any successor agent under the Credit
Agreement.
(b)
Buildings:
Any and all buildings, covered garages, utility sheds,
workrooms, air conditioning towers, open parking areas, structures and other
improvements, and any and all additions, alterations, betterments or
appurtenances thereto, now or at any time hereafter situated, placed or
constructed upon the Land or any part thereof.
15 Insert the county where the Mortgaged Property is located.
16 Insert the state where the Mortgaged Property is located.
17 Insert the name of the entity that holds rights to the Mortgaged Property.
18 Insert the jurisdiction of organization of