Spansion Inc. Contracts & Agreements

AGREEMENT ANDPLAN OF MERGER AND REORGANIZATION by and among CYPRESS SEMICONDUCTOR CORPORATION MUSTANG ACQUISITION CORPORATION and SPANSION INC. December 1, 2014 TABLE OF CONTENTS (Filed With SEC on December 1, 2014)

SUPPORT AGREEMENT (Filed With SEC on December 1, 2014)

SPANSION LLC, as Issuer, the Guarantors party hereto, and Wells Fargo Bank, National Association, as Trustee INDENTURE Dated as of August 26, 2013 2.00% Exchangeable Senior Notes... (Filed With SEC on August 26, 2013)

OPTION AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS Dated September 20, 2011 by and between SPANSION LLC, a Delaware Limited Liability Company and... (Filed With SEC on February 25, 2013)

AMENDMENT NO. 7 TO THE AMENDED AND RESTATED FOUNDRY AGREEMENT DATED SEPTEMBER 28, 2006 (Filed With SEC on October 31, 2012)

AMENDMENT NO. 8 TO THE AMENDED AND RESTATED FUJITSU DISTRIBUTION AGREEMENT DATED DECEMBER 21, 2005 (Filed With SEC on October 31, 2012)

FIRST AMENDMENT TO SORT SERVICES AGREEMENT (Filed With SEC on August 3, 2012)

Dated the 12th day of March 2012 Between SPANSION (KUALA LUMPUR) SDN BHD (AS VENDOR) And CURRENT CONNECTION SDN. BHD. (AS PURCHASER) SALE AND PURCHASE AGREEMENT H.S.(D) 236400,... (Filed With SEC on May 1, 2012)

FOURTH AMENDMENT TO FOUNDRY AGREEMENT Spansion and SMIC (Filed With SEC on February 23, 2012)

AMENDMENT No. 4 to Foundry Agreement between Texas Instruments Incorporated and Spansion LLC and Nihon Spansion Trading Limited (Filed With SEC on February 23, 2012)

AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT (Filed With SEC on February 23, 2012)

SEPARATION AGREEMENT AND RELEASE (Filed With SEC on February 23, 2012)

PATENT LICENSE AND SETTLEMENT AGREEMENT (Filed With SEC on November 4, 2011)

PURCHASE AGREEMENT (Filed With SEC on August 5, 2011)

AMENDMENT NO. 5 AND CONSENT (Filed With SEC on August 5, 2011)

AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT AND AMENDMENT NUMBER ONE TO GUARANTOR SECURITY AGREEMENT (Filed With SEC on August 5, 2011)

SEPARATION AGREEMENT AND RELEASE (Filed With SEC on August 5, 2011)

CEO Recommendation To Compensation Committee for 2010 Executive Compensation Plan Presented by: John Kispert & Carmine Renzulli May 10, 2010 CEO Total Compensation Package... (Filed With SEC on August 5, 2011)

CONFIDENTIAL AMENDMENT TO FOUNDRY AGREEMENT Spansion and SMIC (Filed With SEC on July 7, 2011)

AMENDMENT NO. 6 TO THE AMENDED AND RESTATED FOUNDRY AGREEMENT DATED SEPTEMBER 28, 2006 (Filed With SEC on July 7, 2011)

CONFIDENTIAL (Filed With SEC on July 7, 2011)

AMENDMENT No. 3 to Foundry Agreement between Texas Instruments Incorporated and Spansion LLC and Nihon Spansion Trading Limited (Filed With SEC on July 7, 2011)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKEDBY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THESECURITIES... (Filed With SEC on May 6, 2011)

OPTION AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY AND ESCROWINSTRUCTIONS DATED MARCH 23, 2011 BY AND BETWEEN SPANSION LLC, A DELAWARE LIMITED LIABILITY COMPANY AND... (Filed With SEC on May 6, 2011)

CONFIDENTIAL SECOND AMENDMENT TO FOUNDRY AGREEMENT Spansion and SMIC (Filed With SEC on February 23, 2011)

AMENDMENT NO. 1 (Filed With SEC on February 23, 2011)

AMENDMENT No. 2 to Foundry Agreement between Texas Instruments Incorporated and Spansion LLC and Nihon Spansion Limited (Filed With SEC on February 23, 2011)

SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN PERFORMANCE-BASED RESTRICTED STOCK UNITAWARD (Filed With SEC on February 23, 2011)

SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD (Filed With SEC on January 26, 2011)

6,750,000 Shares SPANSION INC. CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT (Filed With SEC on November 9, 2010)

SPANSION LLC, as Issuer, the Guarantors party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 9, 2010 $200,000,000 7.875% Senior... (Filed With SEC on November 9, 2010)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on November 9, 2010)

AMENDMENT NO. 4 (Filed With SEC on November 9, 2010)

AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (Filed With SEC on November 9, 2010)

Claims Agent Agreement (Filed With SEC on November 1, 2010)

SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN French Sub-Plan RestrictedStock/Restricted Stock Units (Filed With SEC on November 1, 2010)

AMENDMENT No. 1 to Foundry Agreement between Texas Instruments Incorporated and Spansion LLC and Nihon Spansion Limited (Filed With SEC on November 1, 2010)

FIRST AMENDMENT TO SCHEDULE TO LEASE AGREEMENT (Filed With SEC on November 1, 2010)

AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (Filed With SEC on November 1, 2010)

AMENDMENT NO. 2 (Filed With SEC on November 1, 2010)

AMENDMENT NO. 3 AND CONSENT (Filed With SEC on November 1, 2010)

[] Shares SPANSION INC. CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT (Filed With SEC on October 28, 2010)

FOUNDRY AGREEMENT (Filed With SEC on October 28, 2010)

FOUNDRY AGREEMENT (Filed With SEC on September 17, 2010)

SPANSION INC. CHANGE OF CONTROL SEVERANCE AGREEMENT (Filed With SEC on August 26, 2010)

SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN STOCK OPTION AWARD (Filed With SEC on August 4, 2010)

SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD (Filed With SEC on August 4, 2010)

SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN STOCK OPTION AWARD (Filed With SEC on August 4, 2010)

SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD (Filed With SEC on August 4, 2010)

SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN French Sub-Plan Options (Filed With SEC on August 4, 2010)

SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN French Sub-Plan Restricted Stock/Restricted Stock Units (Filed With SEC on August 4, 2010)

SPANSION, INC 2010 EQUITY INCENTIVE AWARD PLAN SUB-PLAN ISRAEL (Filed With SEC on August 4, 2010)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED INTHIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES... (Filed With SEC on August 4, 2010)

INDEMNITY AGREEMENT (Filed With SEC on August 4, 2010)

SPANSION INC., as Parent and SPANSION LLC, and certain of its subsidiaries party hereto, as Borrowers LOAN AND SECURITY AGREEMENT Dated as of May 10, 2010 $65,000,000 CERTAIN... (Filed With SEC on August 4, 2010)

AMENDMENT TO SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN (Filed With SEC on May 14, 2010)

INDEMNITY AGREEMENT (Filed With SEC on May 14, 2010)

SPANSION INC. CHANGE OF CONTROL SEVERANCE AGREEMENT (Filed With SEC on May 14, 2010)

THIRD AMENDED & RESTATED FOUNDRY AGREEMENT (Filed With SEC on April 29, 2010)

- 2 - (Filed With SEC on April 29, 2010)

Bailment Agreement (Filed With SEC on April 29, 2010)

SORT SERVICES AGREEMENT (Filed With SEC on April 29, 2010)

SPANSION INC. and SLS SPANSION HOLDINGS, LLC Dated as of January 25, 2010 (Filed With SEC on February 12, 2010)

Dated as of February 9, 2010 among SPANSION LLC, as the Borrower, (Filed With SEC on February 12, 2010)

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED FUJITSUDISTRIBUTION AGREEMENT DATED DECEMBER 21, 2005 (Filed With SEC on December 31, 2009)

AMENDMENT NO. 4 TO THE AMENDED AND RESTATED FUJITSUDISTRIBUTION AGREEMENT DATED DECEMBER 21, 2005 (Filed With SEC on December 31, 2009)

AMENDMENT NO. 5 TO THE AMENDED AND RESTATED FUJITSUDISTRIBUTION AGREEMENT DATED DECEMBER 21, 2005 (Filed With SEC on December 31, 2009)

AMENDMENT NO. 6 TO THE AMENDED AND RESTATED FUJITSUDISTRIBUTION AGREEMENT DATED DECEMBER 21, 2005 (Filed With SEC on December 31, 2009)

AMENDMENT NO. 7 TO THE AMENDED AND RESTATED FUJITSUDISTRIBUTION AGREEMENT DATED DECEMBER 21, 2005 (Filed With SEC on December 31, 2009)

AMENDMENT NO. 3 TO THE (Filed With SEC on December 31, 2009)

AGREEMENT (Filed With SEC on December 31, 2009)

Memorandum of Understanding Regarding Non-CompetitionAgreement (Filed With SEC on December 31, 2009)

Assignment of Amended and Restated Information TechnologyServices Agreement (Filed With SEC on December 31, 2009)

ASSET AND SHARE PURCHASE AGREEMENT dated as of (Filed With SEC on August 25, 2009)

SUPPLY AGREEMENT (Filed With SEC on August 25, 2009)

TRANSITION SERVICES AGREEMENT (Filed With SEC on August 25, 2009)

Amendment No. 1 to the Employment Offer Letter For John H. Kispert (Filed With SEC on July 9, 2009)

U.S. EMPLOYEES STOCK OPTION TERMS AND CONDITIONS FOR AWARDS UNDER 2007 EQUITY INCENTIVE PLAN (Filed With SEC on May 13, 2009)

U.S. NON-EMPLOYEE DIRECTORS STOCK OPTION TERMS AND CONDITIONS (Filed With SEC on May 13, 2009)

U.S. NON-EMPLOYEE DIRECTORS RESTRICTED STOCK UNIT TERMS AND CONDITIONS (Filed With SEC on May 13, 2009)

OPTION AWARD AGREEMENT FOR SECTION 102(b)(2) OPTIONS GRANTED UNDER THE (Filed With SEC on May 13, 2009)

RESTRICTED STOCK UNIT AWARD AGREEMENT FOR SECTION 102(b)(2) RSUs GRANTED UNDER THE SPANSION INC. EQUITY INCENTIVE PLAN (Filed With SEC on May 13, 2009)

OPTION AWARD AGREEMENT FOR SECTION 102(b)(2) OPTIONS GRANTED UNDER THE (Filed With SEC on May 13, 2009)

RESTRICTED STOCK UNIT AWARD AGREEMENT FOR SECTION 102(b)(2) RSUs GRANTED UNDER THE SAIFUN SEMICONDUCTORS LTD. 2003 SHARE OPTION PLAN (Filed With SEC on May 13, 2009)

SEPARATION AGREEMENT AND RELEASE (Filed With SEC on May 13, 2009)

PERSONAL LEAVE AGREEMENT AND RELEASE (Filed With SEC on May 13, 2009)

SPANSION EXECUTIVE DEFERRED COMPENSATION PLAN AMENDED ANDRESTATED EFFECTIVE AS OF JANUARY 1, 2008 ARTICLE I.DEFINITIONS AND CONSTRUCTION (Filed With SEC on May 13, 2009)

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED FOUNDRY AGREEMENT DATED SEPTEMBER 28, 2006 (Filed With SEC on May 13, 2009)

AMENDMENT NO. 5 TO CREDIT AGREEMENT AND AMENDMENT NO. 3 TO SECURITY AGREEMENT (Filed With SEC on May 13, 2009)

SETTLEMENT AGREEMENT (Filed With SEC on May 13, 2009)

FOUNDRY AGREEMENT (Filed With SEC on November 7, 2008)

FIRST AMENDMENT TO FOUNDRY AGREEMENT (Filed With SEC on November 7, 2008)

AGREEMENT (Filed With SEC on November 7, 2008)

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED FUJITSU DISTRIBUTION AGREEMENT (Filed With SEC on November 7, 2008)

SPANSION INC. 2007 EQUITY INCENTIVE PLAN APPENDIX (Filed With SEC on November 7, 2008)

AMENDMENT NO. 1 TO THE FOUNDRY AGREEMENT DATED SEPTEMBER 28, 2006 (Filed With SEC on August 8, 2008)

EXHIBIT A Subject Agreements (Filed With SEC on August 8, 2008)

AMENDMENT NO. 4 TO CREDIT AGREEMENT AND CONSENT (Filed With SEC on May 8, 2008)

- 2 - (Filed With SEC on May 8, 2008)

OPTION AWARD AGREEMENT FOR SECTION 102(b)(2) OPTIONS GRANTED UNDER THE SAIFUN SEMICONDUCTORS LTD. 2003 SHARE OPTION PLAN (As Amended and Restated Effective March 10, 2008) (Filed With SEC on May 8, 2008)

OPTION AWARD AGREEMENT FOR SECTION 3(i) OPTIONS GRANTED UNDER THE SAIFUN SEMICONDUCTORS LTD. 2003 SHARE OPTION PLAN (As Amended and Restated Effective March 10, 2008) (Filed With SEC on May 8, 2008)

<Signature page follows.> (Filed With SEC on May 8, 2008)

NONCOMPETITION AND RETENTION AGREEMENT (Filed With SEC on May 8, 2008)

TEMPORARY LIVING EXPENSES AND RELOCATION EXPENSES AGREEMENT (Filed With SEC on May 8, 2008)

U.S. EMPLOYEES STOCK OPTION TERMS AND CONDITIONS FOR GRANTS ON OR AFTER DECEMBER 15, 2005 (Filed With SEC on February 28, 2008)

U.S. EMPLOYEES RESTRICTED STOCK UNIT TERMS AND CONDITIONS (Filed With SEC on February 28, 2008)

NON-U.S. EMPLOYEES STOCK OPTION TERMS AND CONDITIONS FOR GRANTS ON OR AFTER DECEMBER 15, 2005 (Filed With SEC on February 28, 2008)

NON-U.S. EMPLOYEES RESTRICTED STOCK UNIT TERMS AND CONDITIONS (Filed With SEC on February 28, 2008)

U.S. EMPLOYEES STOCK OPTION TERMS AND CONDITIONS FOR AWARDS UNDER 2007 EQUITY INCENTIVE PLAN (Filed With SEC on February 28, 2008)

U.S. EMPLOYEES RESTRICTED STOCK UNIT TERMS AND CONDITIONS (Filed With SEC on February 28, 2008)

NON-U.S. EMPLOYEES STOCK OPTION TERMS AND CONDITIONS FOR AWARDS UNDER 2007 EQUITY INCENTIVE PLAN (Filed With SEC on February 28, 2008)

NON-U.S. EMPLOYEES RESTRICTED STOCK UNIT TERMS AND CONDITIONS (Filed With SEC on February 28, 2008)

U.S. NON-EMPLOYEE DIRECTORS STOCK OPTION TERMS AND CONDITIONS (Filed With SEC on February 28, 2008)

U.S. NON-EMPLOYEE DIRECTORS RESTRICTED STOCK UNIT TERMS AND CONDITIONS (Filed With SEC on February 28, 2008)

MEMORANDUM OF UNDERSTANDING (Filed With SEC on February 28, 2008)

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED FUJITSU DISTRIBUTION AGREEMENT (Filed With SEC on February 28, 2008)

SPANSION INC. CHANGE OF CONTROL SEVERANCE AGREEMENT (Filed With SEC on February 28, 2008)

14,000,000,000 Yen Revolving Credit Facility Agreement (Filed With SEC on February 28, 2008)

AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (Filed With SEC on December 13, 2007)

AMENDED AND RESTATED SPANSION INC. CHANGE OF CONTROL SEVERANCE AGREEMENT (Filed With SEC on November 8, 2007)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (Filed With SEC on October 9, 2007)

FORM OF VOTING UNDERTAKING (Filed With SEC on October 9, 2007)

AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENT (Filed With SEC on August 10, 2007)

[Letterhead of Spansion Japan Limited] (Filed With SEC on August 10, 2007)

[Letterhead of Security Agent] (Filed With SEC on August 10, 2007)

SPANSION INC. 2007 EQUITY INCENTIVE PLAN (Filed With SEC on August 10, 2007)

ASSIGNMENT OF RENTS AND FINANCING STATEMENT (Santa Clara County, California) (Filed With SEC on June 7, 2007)

AMENDMENT NO. 1 TO DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FINANCINGSTATEMENT (Travis County, Texas) (Filed With SEC on June 7, 2007)

SPANSION LLC, as Issuer, the Guarantors party hereto, (Filed With SEC on May 21, 2007)

PLEDGE AND SECURITY AGREEMENT Dated as of May 18, 2007, (Filed With SEC on May 21, 2007)

DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FINANCING STATEMENT (Santa Clara County, California) (Filed With SEC on May 21, 2007)

SECOND DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FINANCING STATEMENT (Santa Clara County, California) (Filed With SEC on May 21, 2007)

DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FINANCING STATEMENT (Travis County, Texas) (Filed With SEC on May 21, 2007)

FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on May 9, 2007)

SENIOR FACILITY AGREEMENT dated 30 March 2007 for SPANSION JAPAN LIMITED arranged by (Filed With SEC on May 9, 2007)

DATED 30 MARCH 2007 GE CAPITAL LEASING CORPORATION As Security Agent (Filed With SEC on May 9, 2007)

SECURITY AGREEMENT (Filed With SEC on May 9, 2007)

MEMORANDUM OF UNDERSTANDING (Filed With SEC on May 9, 2007)

Schedule to Lease Agreement (Filed With SEC on November 3, 2006)

ASSET PURCHASE AGREEMENT by and between SPANSION JAPAN LIMITED and FUJITSU LIMITED (Filed With SEC on November 3, 2006)

MASTER LEASE AGREEMENT by and between SPANSION JAPAN LIMITED and FUJITSU LIMITED September 28, 2006 MASTER LEASE AGREEMENT (Filed With SEC on November 3, 2006)

FOUNDRY AGREEMENT (Filed With SEC on November 3, 2006)

SECONDMENT AND TRANSFER AGREEMENT (Filed With SEC on November 3, 2006)

Spansion Inc. 35,000,000 Sharesa/ Class A Common Stock (Filed With SEC on November 3, 2006)

CREDIT AGREEMENT Dated as of November 1, 2006 among SPANSION LLC, as the Borrower, SPANSION INC., as a Guarantor, BANK OF AMERICA, N.A., as Administrative Agent and The Other... (Filed With SEC on November 3, 2006)

PLEDGE AND SECURITY AGREEMENT Dated as of November 3, 2006, among (Filed With SEC on November 3, 2006)

GUARANTY AGREEMENT (Filed With SEC on November 3, 2006)

AMENDMENT NO. 2 TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT (Filed With SEC on November 3, 2006)

Master Rental Agreement [Translation] (Filed With SEC on September 26, 2006)

This is the translation of the Specific Rental Agreement, and will not to be considered as original. Specific Rental Agreement [Translation] (Filed With SEC on September 26, 2006)

Position Assignment and Termination with Agreement (Filed With SEC on September 26, 2006)

SPANSION LLC as Issuer SPANSION INC. and SPANSION TECHNOLOGY INC. as Guarantors and WELLS FARGO BANK, N.A. as Trustee Indenture Dated as of June 12, 2006 (Filed With SEC on June 15, 2006)

REGISTRATION RIGHTS AGREEMENT among SPANSION INC., SPANSION LLC (Filed With SEC on June 15, 2006)

AMENDMENT NO. 1 TO CREDIT AGREEMENT (Filed With SEC on May 9, 2006)

JOINDER AGREEMENT (Filed With SEC on May 9, 2006)

CONTINUING GUARANTY (Filed With SEC on May 9, 2006)

AMENDED AND RESTATED UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENT (Filed With SEC on May 9, 2006)

Summary Compensation Arrangements for Named Executive Officers, the Chief Financial Officer and Directors (Filed With SEC on March 15, 2006)

(Translation) (Filed With SEC on January 5, 2006)

UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENT (Filed With SEC on December 28, 2005)

Exhibit 1 Approved Restructuring (Filed With SEC on December 27, 2005)

Amended Schedule to Lease Agreement (Filed With SEC on December 27, 2005)

Schedule to Lease Agreement (Filed With SEC on December 27, 2005)

Spansion Inc. (Filed With SEC on December 21, 2005)

SPANSION LLC, as Issuer, (Filed With SEC on December 21, 2005)

SPANSION LLC (Filed With SEC on December 21, 2005)

CONTRIBUTION AGREEMENT (Filed With SEC on December 21, 2005)

EXCHANGE AGREEMENT (Filed With SEC on December 21, 2005)

STOCKHOLDERS AGREEMENT (Filed With SEC on December 21, 2005)

AMENDED AND RESTATED FUJITSU DISTRIBUTION AGREEMENT (Filed With SEC on December 21, 2005)

AMENDED AND RESTATED FUJITSU-SPANSION PATENT CROSS-LICENSE AGREEMENT (Filed With SEC on December 21, 2005)

AMENDED AND RESTATED AMD-SPANSION PATENT CROSS-LICENSE AGREEMENT (Filed With SEC on December 21, 2005)

AMENDED AND RESTATED INTELLECTUAL PROPERTY CONTRIBUTION AND ANCILLARY MATTERS AGREEMENT (Filed With SEC on December 21, 2005)

AMENDED AND RESTATED INFORMATION TECHNOLOGY SERVICES AGREEMENT (Filed With SEC on December 21, 2005)

AMENDED AND RESTATED GENERAL ADMINISTRATIVE SERVICES AGREEMENT (Filed With SEC on December 21, 2005)

FORM OF AMENDED AND RESTATED NON-COMPETITION AGREEMENT (Filed With SEC on December 21, 2005)

CERIUM PURCHASE AGREEMENT (Filed With SEC on December 21, 2005)

PURCHASE AND SALE AGREEMENT (Filed With SEC on December 21, 2005)

DATED DECEMBER 20, 2005 (Filed With SEC on December 21, 2005)

SPANSION INC. 2005 EQUITY INCENTIVE PLAN (Filed With SEC on December 21, 2005)

SPANSION INC. 2005 EMPLOYEE STOCK PURCHASE PLAN (Filed With SEC on December 21, 2005)

BANK ENTERPRISE COOPERATION AGREEMENT (Filed With SEC on December 14, 2005)

AMD DISTRIBUTION AGREEMENT (Filed With SEC on December 8, 2005)

AMENDED AND RESTATED (Filed With SEC on December 8, 2005)

Table of Contents (Filed With SEC on December 8, 2005)

BANK ENTERPRISE COOPERATION AGREEMENT (Filed With SEC on December 8, 2005)

FIRST AMENDMENT TO UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENT (Filed With SEC on December 8, 2005)

UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENT (Filed With SEC on December 8, 2005)

Spansion Inc. Sharesa/ Class A Common Stock ($0.001 par value) Form of Common Stock Underwriting Agreement (Filed With SEC on November 21, 2005)

FORM OF SPANSION INC. 2005 EMPLOYEE STOCK PURCHASE PLAN (Filed With SEC on November 21, 2005)

FORM OF SPANSION INC. 2005 EQUITY INCENTIVE PLAN (Filed With SEC on November 21, 2005)

FORM OF (Filed With SEC on November 21, 2005)

SPANSION EXECUTIVE INVESTMENT ACCOUNT PLAN Amended and Restated November 9, 2005 TABLE OF CONTENTS (Filed With SEC on November 21, 2005)

Spansion Inc. Sharesa/ Class A Common Stock ($0.001 par value) Form of Common Stock Underwriting Agreement (Filed With SEC on November 4, 2005)

Spansion Inc. Sharesa/ Mandatory Convertible Preferred Stock ($0.001 par value) (Filed With SEC on November 4, 2005)

FORM OF SPANSION INC. 2005 EMPLOYEE STOCK PURCHASE PLAN (Filed With SEC on November 4, 2005)

FORM OF SPANSION INC. 2005 EQUITY INCENTIVE PLAN (Filed With SEC on November 4, 2005)

SPANSION LLC EXECUTIVE INVESTMENT ACCOUNT PLAN Amended and Restated October 24, 2005 TABLE OF CONTENTS (Filed With SEC on November 4, 2005)

FORM OF LOAN CONTRACT (MEDIUM/LONG TERM) (16104) Nong Yin Jie Zi (2005) No. 32101200500041524 (Filed With SEC on November 4, 2005)

ADVANCED MICRO DEVICES, INC. 2005 ANNUAL INCENTIVE PLAN (Filed With SEC on November 4, 2005)

FORM OF INDEMNITY AGREEMENT (Filed With SEC on October 21, 2005)

FORM OF (Filed With SEC on October 21, 2005)

FORM OF AMENDED AND RESTATED FUJITSU DISTRIBUTION AGREEMENT (Filed With SEC on October 21, 2005)

AMENDMENT TO THE REVOLVING LINE AGREEMENT (A) (Filed With SEC on October 21, 2005)

AMENDMENT TO THE REVOLVING LINE AGREEMENT (B) (Filed With SEC on October 21, 2005)

AMENDMENT TO THE ACCOUNTS RECEIVABLES TRUST AGREEMENT (Filed With SEC on October 21, 2005)

CREDIT AGREEMENT (Filed With SEC on October 21, 2005)

SECURITY AGREEMENT (Filed With SEC on October 21, 2005)

STOCK PLEDGE (Filed With SEC on October 21, 2005)

DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FINANCING STATEMENT (Filed With SEC on October 21, 2005)

UNCOMMITTED REVOLVING CREDIT FACILITY AGREEMENT (Filed With SEC on October 21, 2005)

FORM OF SPANSION LLC CHANGE OF CONTROL SEVERANCE AGREEMENT (Filed With SEC on October 21, 2005)

AMENDMENT TO PROMISSORY NOTE (Filed With SEC on October 21, 2005)

FORM OF AMENDED AND RESTATED FUJITSU-SPANSION PATENT CROSS-LICENSE AGREEMENT (Filed With SEC on September 19, 2005)

FORM OF AMENDED AND RESTATED AMD-SPANSION PATENT CROSS-LICENSE AGREEMENT (Filed With SEC on September 19, 2005)

FORM OF AMENDED AND RESTATED INTELLECTUAL PROPERTY CONTRIBUTION AND ANCILLARY MATTERS AGREEMENT (Filed With SEC on September 19, 2005)

FORM OF AMENDED AND RESTATED NON-COMPETITION AGREEMENT (Filed With SEC on September 19, 2005)

FOUNDRY AGREEMENT (Filed With SEC on September 19, 2005)

FORM OF FIRST AMENDMENT TO MANUFACTURING SERVICES AGREEMENT (Filed With SEC on September 19, 2005)

SUPPLEMENTAL SECONDMENT AND TRANSFER AGREEMENT (Filed With SEC on September 19, 2005)

PROMISSORY NOTE (Filed With SEC on August 11, 2005)

SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (Filed With SEC on August 11, 2005)

MANUFACTURING SERVICES AGREEMENT (Filed With SEC on August 11, 2005)

AMD DISTRIBUTION AGREEMENT JUNE 30, 2003 (Filed With SEC on August 11, 2005)

AGENCY AGREEMENT (Filed With SEC on August 11, 2005)

MASTER SEMICONDUCTOR FOUNDRY AND TECHNOLOGY TRANSFER AGREEMENT (Filed With SEC on August 11, 2005)

FORM OF (Filed With SEC on June 13, 2005)

FORM OF AMENDED AND RESTATED INFORMATION TECHNOLOGY SERVICES AGREEMENT (Filed With SEC on June 13, 2005)

FORM OF AMENDED AND RESTATED GENERAL ADMINISTRATIVE SERVICES AGREEMENT (Filed With SEC on June 13, 2005)

REMEDIATION AGREEMENT (Filed With SEC on June 13, 2005)

AMENDED AND RESTATED TERM LOAN AGREEMENT (Filed With SEC on April 13, 2005)

FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (Filed With SEC on April 13, 2005)

(Translation) JPY18,000,000,000 (Filed With SEC on April 13, 2005)

Master Rental Agreement [Translation] (Filed With SEC on April 13, 2005)

(Translation) JPY6,000,000,000 (Filed With SEC on April 13, 2005)

(Translation) JPY9,000,000,000 (Filed With SEC on April 13, 2005)

ACCOUNTS RECEIVABLES TRUST AGREEMENT (Filed With SEC on April 13, 2005)

Floating Pledge Agreement (Filed With SEC on April 13, 2005)

[Translation] (Filed With SEC on April 13, 2005)

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Spansion Inc. Contracts & Agreements