0001193125-07-107116 Sample Contracts

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MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • May 9th, 2007 • Spansion Inc. • Semiconductors & related devices

THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is entered into this 31st day of March, 2007 (the “Effective Date”) by and between Spansion Inc. (“Spansion”) and Fujitsu Limited (“Fujitsu”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 9th, 2007 • Spansion Inc. • Semiconductors & related devices • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 22, 2007 (this “Agreement”), among SPANSION LLC, a Delaware limited liability company (the “Borrower”), SPANSION INC., a Delaware corporation (“Holdings”), the Lenders (such capitalized term and all other capitalized terms not otherwise defined herein to have the meanings provided in the recitals and in Article I below) who are signatories to this Agreement, the Additional Lenders that are signatories to this Agreement, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

SECURITY AGREEMENT
Security Agreement • May 9th, 2007 • Spansion Inc. • Semiconductors & related devices • California

This SECURITY AGREEMENT (this “Agreement”) is dated as of March 30, 2007 and entered into by and among Spansion Japan Limited, a Japanese corporation (“Company”), GE Capital Leasing Corporation, as security agent for and representative of (in such capacity herein called “Security Agent”) Finance Parties (as hereinafter defined), and the financial institutions listed in Schedule 1 hereto (“Finance Parties”).

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