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IN RE SPANSION, INC.

Bankruptcy No. 09-10690(KJC). Adversary No. 09-52274.

426 B.R. 114 (2010)

In re SPANSION, INC., et al. Debtors. U.S. Bank National Association, as trustee, Plaintiff, v. Wilmington Trust Company, Spansion, Inc., Spansion Technology LLC, Spansion LLC, Cerium Laboratories LLC and Spansion International, Inc., Defendants.

United States Bankruptcy Court, D. Delaware.

April 1, 2010.

Attorney(s) appearing for the Case

Eric Lopez Schnabel, Robert W. Mallard, Dorsey & Whitney (Delaware) LLP, Wilmington, DE, for Plaintiff.

Mark E. Felger, Cozen O'Connor, Michael R. Lastowski, Duane Morris LLP, Wilmington, DE, for Defendants.

OPINION ON CONFIRMATION.2

KEVIN J. CAREY, Bankruptcy Judge.

At a hearing held before this Court on February 24, 25, and 26, 2010, and March 1 and 2, 2010 (the "Confirmation Hearing"), a combined record was made for the following matters:

(i) The request for confirmation of the Debtors' Second Amended Joint Plan of Reorganization (as amended);3 (ii) The Ad Hoc

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