0001193125-05-157905 Sample Contracts

SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT
Term Loan Agreement • August 4th, 2005 • Advanced Micro Devices Inc • Semiconductors & related devices • New York

This SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of June 10, 2004 (this “Amendment”), is entered into by and among SPANSION LLC (f/k/a FASL LLC), a Delaware limited liability company (the “Borrower”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent for itself and the lenders from time to time signatory to the Loan Agreement (as defined below), as hereinafter defined (the “Lenders”) (in its capacity as agent for itself and the Lenders, together with its successors or affiliates in such capacity, the “Agent”), and the Majority Lenders party hereto.

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RETENTION PAYMENT AGREEMENT
Retention Payment Agreement • August 4th, 2005 • Advanced Micro Devices Inc • Semiconductors & related devices

This Retention Payment Agreement (“Agreement”) is entered into by and between Advanced Micro Devices, Inc. (“Company”) and Henri Richard (“Employee”) (collectively, the “Parties”).

AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SPANSION LLC
Limited Liability Company Operating Agreement • August 4th, 2005 • Advanced Micro Devices Inc • Semiconductors & related devices • Delaware

THIS AMENDMENT (this “Amendment”) TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) OF SPANSION LLC, a Delaware limited liability company (the “Company”), is made and entered into as of May 20, 2005 (the “Amendment Effective Date”), by and between AMD Investments, Inc., a Delaware corporation (“AMD Member”), and Fujitsu Microelectronics Holding, Inc., a Delaware corporation (“Fujitsu Member” and together with AMD Member, the “Members”).

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