MASTER SEMICONDUCTOR FOUNDRY AND TECHNOLOGY TRANSFER AGREEMENTMaster Semiconductor Foundry and Technology Transfer Agreement • August 11th, 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”.
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • August 11th, 2005 • Spansion Inc. • Semiconductors & related devices • California
THIS MANUFACTURING SERVICES 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 Fujitsu Limited, a corporation organized under the laws of Japan (“Fujitsu”). FASL and Fujitsu are hereinafter also referred to as the “Parties” and individually as a “Party.”
AMD DISTRIBUTION AGREEMENT JUNE 30, 2003Distribution Agreement • August 11th, 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.”
SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • August 11th, 2005 • Spansion 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.
AGENCY AGREEMENTAgency Agreement • August 11th, 2005 • Spansion Inc. • Semiconductors & related devices • California
This 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).
