0001193125-05-238671 Sample Contracts

UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENT
Uncommitted Revolving Credit Facility Agreement • December 8th, 2005 • Spansion Inc. • Semiconductors & related devices • Tokyo

THIS UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENT (this “Agreement”) dated as of 28th Nov, 2005 is made by and between Spansion Japan Limited (the “Borrower”) and the Bank of Tokyo-Mitsubishi (the “Lender”).

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BANK ENTERPRISE COOPERATION AGREEMENT
Bank Enterprise Cooperation Agreement • December 8th, 2005 • Spansion Inc. • Semiconductors & related devices

In order to expand and strengthen commercial cooperation between two parties, Party A and Party B hereby sign this cooperation agreement (the “Agreement”) specifying their Agreement as follows:

MASTER SEMICONDUCTOR FOUNDRY AND TECHNOLOGY TRANSFER AGREEMENT
And Technology Transfer Agreement • December 8th, 2005 • Spansion Inc. • Semiconductors & related devices

THIS MASTER SEMICONDUCTOR FOUNDRY AND TECHNOLOGY TRANSFER AGREEMENT (this” Agreement”) dated and effective as of August 10, 2005 (the “Effective Date”) is by and between Spansion LLC, a Delaware Limited Liability Company having a principal place of business at 915 DeGuigne Drive, P.O. Box 3453, Sunnyvale, California, USA 94088-3453 (“Company”) and Taiwan Semiconductor Manufacturing Company, Ltd., a company duly incorporated under the laws of Taiwan, Republic of China, having its principal place of business at No. 8 Li-Hsin Road 6, Science-Based Industrial Park, Hsin-Chu, Taiwan, R.O.C., (“TSMC”) and its wholly owned subsidiary, TSMC North America, a company duly incorporated under the laws of the State of California, having its principal place of business at 2585 Junction Avenue, San Jose, California 95134 (“TSMC NA”). TSMC and TSMC NA, collectively, may be referred to herein as “Foundry”. Company, TSMC NA and TSMC are each, individually a “Party” and collectively the “Parties”.

AMENDED AND RESTATED AGENCY AGREEMENT
Agency Agreement • December 8th, 2005 • Spansion Inc. • Semiconductors & related devices • California

This AMENDED AND RESTATED AGENCY AGREEMENT (“Agreement”) is effective as of April 1, 2005 (the “Effective Date”), by and between SPANSION LLC, a Delaware limited liability company (“Spansion”), and ADVANCED MICRO DEVICES, INC., a Delaware corporation (“AMD”). Spansion and AMD are hereinafter also referred to as the “Parties” and individually as a “Party.” Capitalized but undefined terms shall have the meaning set forth in the Distribution Agreement (as defined below).

AMD DISTRIBUTION AGREEMENT JUNE 30, 2003
Amd Distribution Agreement • December 8th, 2005 • Spansion Inc. • Semiconductors & related devices • California

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2003 (the “Effective Date”), by and between FASL LLC, a Delaware limited liability company (“FASL”), and Advanced Micro Devices, Inc., a Delaware corporation (“AMD”). FASL and AMD are hereinafter also referred to as the “Parties” and individually as a “Party.”

FIRST AMENDMENT TO UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENT
Credit Facility Agreement • December 8th, 2005 • Spansion Inc. • Semiconductors & related devices • Tokyo

THIS FIRST AMENDMENT TO UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENT (this “Amendment”) dated as of November 28, 2005 is made by and between Spansion Japan Limited (the “Borrower”) and UFJ Bank Limited (the “Lender”).

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