**Exhibit 10.78**

**GUARANTY AGREEMENT**

This GUARANTY AGREEMENT, dated as of November 3, 2006 (this“Agreement”), is made by each Subsidiary (such capitalized term and all other capitalized terms not otherwise defined herein to have the meanings provided for in the recitals or in Article I below) of Spansion Inc., aDelaware corporation (“Holdings”), listed on the signature pages hereof (such Subsidiaries, together with any Additional Guarantors which hereafter become a party to this Agreement pursuant to Section 5.06, arecollectively referred to as the “Guarantors” and individually as a “Guarantor”), in favor of BANK OF AMERICA, N.A., as administrative and collateral agent (in such capacities, the “AdministrativeAgent”) for each of the Secured Parties. 

**RECITALS**

**WHEREAS**, pursuant to a Credit Agreement, dated as of the date hereof (the “Credit Agreement”), among Spansion LLC, a Delawarelimited liability company (the “Borrower”), Holdings, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent, and the other agents party thereto, and the other Loan Documents referred totherein, the Lenders and the other Secured Parties have agreed to make Credit Extension and other extensions of credit to or for the benefit of the Borrower; 

**WHEREAS**, the obligations of the Lenders to make Credit Extensions to or for the benefit of the Borrower under the Credit Agreement are conditioned upon, among other things, the execution and delivery of thisAgreement by each Guarantor; 

**WHEREAS**, each Guarantor is engaged in a business which is related to the business of the Borrower andwill derive substantial direct and indirect benefits from the Credit Agreement and the Credit Extensions to be made or issued thereunder by the Lenders to or for the benefit of the Borrower and the other financial accommodations to the Borrower andits Subsidiaries as may be made available by the other Secured Parties; and 

**WHEREAS**, each Guarantor is willing to guarantee theObligations of the Borrower as hereinafter provided in order to obtain such benefits; 

**NOW THEREFORE**, for good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Lenders to make Credit Extensions (including the initial Credit Extension) to the Borrower pursuant to the Credit Agreement, each Guarantoragrees, for the benefit of each Secured Party, as follows: 

**ARTICLE I**

**DEFINITIONS**

**1.01 Definitions.** The following terms (whether or notunderscored) when used in this Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof): 

“Additional Guarantors” is defined in Section 5.06(b). 

“Administrative Agent” is defined in the preamble. 

“Agreement” is defined in the preamble. 

“Borrower” is defined inthe first recital. 

Guaranty Agrement 

“Credit Agreement” is defined in the first recital. 

“Guaranteed Obligations” is defined in Section 2.01. 

“Guarantor” and “Guarantors” are defined in the preamble. 

“Holdings” is defined in the preamble. 

“Intercompany Note” has the meaning provided in the Security Agreement. 

“PostPetition Interest” is defined in Section 2.04(b)(ii). 

“Subordinated Obligations” is defined inSection 2.04(b). 

“Termination Date” has the meaning provided in the Security Agreement. 

**1.02 Credit Agreement Definitions**. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including itspreamble and recitals, have the meanings provided in the Credit Agreement. 

**1.03 Other Interpretive Provisions**. The rules ofconstruction in Sections 1.02 to 1.06 of the Credit Agreement shall be equally applicable to this Agreement. 

**ARTICLE II**

**GUARANTEE**

**2.01 Guarantee;Limitation of Liability**. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or byacceleration, demand or otherwise, of all Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications,substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities,contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor), and agrees to pay any and allexpenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Agreement or any other Loan Document. Withoutlimiting the generality of the foregoing, each Guarantor’s Obligations hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party to any Secured Partyunder or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. 

(b) Each Guarantor, and the Administrative Agent, for itself and each other Secured Party, hereby confirms that it is the intention of all such Personsthat this Agreement and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Lawto the extent applicable to this Agreement and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligationsof each Guarantor under this Agreement at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Agreement not constituting a fraudulent transfer or conveyance. 

Guaranty Agreement 

 

-2- 

(c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall berequired to be made to any Secured Party under this Agreement, such Guarantor will contribute, to the maximum extent permitted by Law, such amounts to each other Guarantor so as to maximize the aggregate amount paid to the Secured Parties under orin respect of the Loan Documents. 

**2.02 Guarantee Absolute**. Each Guarantor guarantees that the Guaranteed Obligations of suchGuarantor will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. TheObligations of each Guarantor under or in respect of this Agreement are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may bebrought and prosecuted against each Guarantor to enforce this Agreement, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action oractions. This Agreement is a present and continuing, absolute and unconditional guarantee of payment when due, and not of collection, by each Guarantor jointly and severally with each other Guarantor of the Obligations of the Borrower or any otherGuarantor. The liability of each Guarantor under this Agreement shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to,any or all of the following: 

(a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relatingthereto; 

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of any otherLoan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension ofadditional credit to any Loan Party or any of its Subsidiaries or otherwise; 

(c) any taking, exchange, release, subordination ornon-perfection of any Collateral or any other collateral, or any taking, release, subordination or amendment or waiver of, or consent to departure from, any other guarantee, for all or any of the Guaranteed Obligations; 

(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Obligations of any Loan Party, or anymanner of sale or other disposition of any Collateral or any other collateral for all or any of the Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; 

(e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries or any insolvency,bankruptcy, reorganization or other similar proceeding under Debtor Relief Laws affecting the Borrower or any other Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation; 

(f) the existence of any claim, setoff or other right which any Guarantor may have at any time against any Loan Party, the Administrative Agent, anyLender or any other Person, whether in connection herewith or any unrelated transaction; 

Guaranty Agreement 

 

-3- 

(g) any provision of applicable Law purporting to prohibit the payment or performance by any Loan Partyof any of the Obligations of such Loan Party; 

(h) any failure of any Secured Party to disclose to any Loan Party any information relatingto the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties todisclose such information); 

(i) the failure of any other Person to execute or deliver this Agreement or any other guarantee or agreementor the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or 

(j)any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Partyor any other guarantor or surety, other than payment and performance of the Obligations of such Loan Party when due. 

**2.03 Waivers andAcknowledgments.**

(a) Each Guarantor hereby unconditionally and irrevocably waives, to the extent permitted by applicable Law,promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Agreement and anyrequirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral. 

(b) Each Guarantor hereby unconditionally and irrevocably waives, to the extent permitted by applicable Law, any right to revoke this Agreement andacknowledges that this Agreement is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. 

(c) Each Guarantor hereby unconditionally and irrevocably waives, to the extent permitted by applicable Law, (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in anymanner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other LoanParties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of setoff or counterclaim against or in respect of the Obligations of such Guarantor hereunder. 

(d) Each Guarantor acknowledges that the Administrative Agent may, without notice to or demand upon such Guarantor and without affecting the liability ofsuch Guarantor under this Agreement, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives, to the extent permitted by applicable Law, any defense to the recovery by the Administrative Agent and the other Secured Partiesagainst such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable Law. 

(e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations,performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party. 

Guaranty Agreement 

 

-4- 

(f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from thefinancing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 2.02 and this Section 2.03 are knowingly made in contemplation of such benefits. 

**2.04 Subordination**. (a) Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have orhereafter acquire against the Borrower, any other Guarantor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Agreement or any otherLoan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution (pursuant to Section 2.01(c) or otherwise) or indemnification and any right to participate in any claim or remedy of anySecured Party against the Borrower, any other Guarantor or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the rightto take or receive from the Borrower, any other Guarantor or any other insider guarantor, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim, remedy or right withoutthe prior written consent of the Administrative Agent, unless and until the Termination Date has occurred. 

(b) Each Guarantor herebyagrees that any and all debts, liabilities and other obligations owed to such Guarantor by each other Loan Party, including pursuant to Section 2.01(c) (collectively, the “Subordinated Obligations”), are herebysubordinated to the prior payment in full in cash of the Obligations of such other Loan Party under the Loan Documents to the extent and in the manner hereinafter set forth in this Section 2.04(b): 

(i) Except during the continuance of an Event of Default (including the commencement and continuation of any proceeding under any DebtorRelief Law relating to any other Loan Party), each Guarantor may receive payments from any other Loan Party on account of the Subordinated Obligations. After the occurrence and during the continuance of any Event of Default (including thecommencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party), however, unless the Administrative Agent otherwise agrees in writing, no Guarantor shall demand, accept or take any action to collect anypayment on account of the Subordinated Obligations. 

(ii) In any proceeding under any Debtor Relief Law relating to anyother Loan Party, each Guarantor agrees that unless the Administrative Agent otherwise agrees in writing the Secured Parties shall be entitled to receive payment in full in cash of all Obligations (including all interest and expenses accruing afterthe commencement of a proceeding under any Debtor Relief Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) of each other Loan Party before such Guarantor receives payment of anySubordinated Obligations of such other Loan Party. 

(iii) After the occurrence and during the continuance of any Event ofDefault (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party), each Guarantor shall, if the Administrative Agent so requests, collect, enforce and receive payments on account ofany Subordinated Obligations due to such Guarantor from any other Loan Party as trustee for the Secured Parties and deliver such payments to the Administrative Agent for application to the Guaranteed Obligations (including all Post PetitionInterest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Agreement. 

Guaranty Agreement 

 

-5- 

(iv) After the occurrence and during the continuance of any Event of Default (includingthe commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party), the Administrative Agent is authorized and empowered (but without any obligation to so do), in its discretion, (A) in the name ofany Guarantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations due to such Guarantor and to apply any amounts received thereon to the Guaranteed Obligations (including any and all Post Petition Interest), and(B) to require any Guarantor (1) to collect and enforce, and to submit claims in respect of, Subordinated Obligations due to such Guarantor and (2) to pay any amounts received on such obligations to the Administrative Agent forapplication to the Guaranteed Obligations (including any and all Post Petition Interest). 

(c) If any amount shall be paid to any Guarantorin violation of this Section 2.04 at any time prior to the Termination Date for such Guarantor, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds ofsuch Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payableunder this Agreement, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Agreement thereafter arising. 

(d) If the Termination Date for the Borrower shall have occurred, the Administrative Agent will, at any Guarantor’s request and expense, execute anddeliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from any paymentmade by such Guarantor pursuant to this Agreement. 

**2.05 Payments Free and Clear of Taxes, Etc**. (a) Any and all payments madeby any Guarantor under or in respect of this Agreement or any other Loan Document shall be made, in accordance with Section 3.01 of the Credit Agreement, free and clear of and without reduction or withholding for any Indemnified Taxes or OtherTaxes; provided that if any Guarantor shall be required by any Laws to deduct any Indemnified Taxes (including Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all requireddeductions (including deductions applicable to additional sums payable under this Section 2.05), each of the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no suchdeductions been made, (ii) such Guarantor shall make such deductions, and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Law. 

(b) Without limiting the provisions of subsection (a) above, each Guarantor shall timely pay any Other Taxes that arise from any payment made by oron behalf of such Guarantor under or in respect of this Agreement or any other Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, this Agreement and the other Loan Documents tothe relevant Governmental Authority in accordance with Law. 

(c) Each Guarantor shall indemnify the Administrative Agent and each Lender,within 10 days after demand therefor, for the full amount of Indemnified Taxes or Other Taxes (including any Indemnified Taxes or Other Taxes imposed or asserted or attributable to amounts payable under this Section) paid by the Administrative Agentor such Lender as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevantGovernmental Authority. A certificate as to the amount of such payment or liability delivered to a Guarantor by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall beconclusive absent manifest error. 

Guaranty Agreement 

 

-6- 

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Guarantor to aGovernmental Authority, such Guarantor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or otherevidence of such payment reasonably satisfactory to the Administrative Agent. 

**ARTICLE III**

**REPRESENTATIONS AND WARRANTIES**

**3.01 Credit Agreement Representatives and Warranties**. Each Guarantor hereby makes each representation and warranty made in the Credit Agreement by the Borrower and Holdings with respect to such Guarantor. 

**3.02 No Conditions Precedent**. There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

**3.03 Independent Credit Analysis**. Each Guarantor has, independently and without reliance upon any Secured Party and based on suchdocuments and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and each other Loan Document to which it is or is to be a party, and such Guarantor has established adequate means ofobtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties andprospects of such other Loan Party. 

**ARTICLE IV**

**COVENANTS**

**4.01 Credit Agreement Covenants**. Each Guarantor covenants and agrees that untilthe Termination Date for such Guarantor, it will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Credit Agreement on its or their part to be performed orobserved or that the Borrower or Holdings has agreed to cause such Guarantor to perform or observe. 

**4.02 Separateness Covenants**.Each Guarantor covenants and agrees that until the Termination Date for such Guarantor it shall not: 

(a) fail to pay its debts andliabilities from its own funds; 

(b) fail to use reasonable efforts to correct any known misunderstanding of any other Person actuallyknown to it regarding its separate legal identity; 

(c) fail to maintain its records, books of accounts, bank accounts and financialstatements separate and apart from those of any other Person (except that the financial position, assets, results of operations and cash flows of each Guarantor may be included in the consolidated financial statements of an Affiliate in accordancewith GAAP, provided that any such consolidated financial statements shall contain a note indicating that each of the Guarantors and such Affiliate are separate legal entities), and use stationery, invoices and checks bearing its own name;

Guaranty Agreement 

 

-7- 

(d) commingle its funds or assets with those of any other Person; 

(e) fail to hold its assets in its own name; 

(f) fail to observe at all time faithfully and fully all corporate, limited liability company or limited partnership formalities, as applicable; 

(g) fail to hold itself out as being separate and apart from any Affiliates and any other Person, and conduct its business in its own name; 

(h) fail to observe at all times faithfully and fully its formal legal requirements as a separate legal entity; 

(i) hold itself out to be responsible for the debts of another Person or assume or Guarantee or become obligated for the debts of any other Person orhold out its credit as being available to satisfy the obligations of any other Person, except as contemplated by this Agreement or as otherwise permitted by the Credit Agreement; or 

(j) fail to hold itself out to the public as a legal entity separate and distinct from any other Person, or conduct its business in order not to(i) mislead others as to the identity with which such other party is transacting business, or (ii) except as specifically permitted by Section 4.02(k), suggest that such Guarantor is responsible for the debts of any otherPerson. 

**ARTICLE V**

**MISCELLANEOUS PROVISIONS**

**5.01 Loan Document**. This Agreement is a Loan Document executed pursuant to the CreditAgreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof. 

**5.02 No Waiver; Remedies**. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise ofany right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by the Law. 

**5.03 Right of Setoff**. If an Event of Default shall have occurred and be continuing, each Secured Party and each of their respective Affiliates ishereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to setoff and apply any and all deposits (general or special, time or demand, provisional or final in whatever currency) at any time held andother obligations (in whatever currency) at any time owing by, such Secured Party or any such Affiliate to or for the credit or the account of any Guarantor against any and all of the Obligations of such Guarantor now or hereafter existing underthis Agreement or any other Loan Documents to such Secured Party, irrespective of whether or not such Secured Party shall have made any demand under this Agreement or any other Loan Document and although such Obligations of such Guarantor may becontingent or unmatured or are owed to a branch or office of such Secured Party different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Secured Party and their respective Affiliates under thisSection are in addition to other rights and remedies (including other rights of setoff) that such Secured Party or their respective Affiliates may have. Each Secured Party agrees to notify such Guarantor and the Administrative Agent promptly afterany such setoff and application; provided, that the failure to give such notice shall not affect the validity of such setoff and application. 

Guaranty Agreement 

 

-8- 

**5.04 Indemnification**. (a) Without limitation of any Guarantor’s obligation to guaranteethe Borrower’s reimbursement and indemnification Obligations under Section 11.04 of the Credit Agreement, each Guarantor shall independently indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and alllosses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or anyother Loan Party as and to the extent provided in Section 11.04 of the Credit Agreement. 

(b) Each Guarantor hereby also agreesthat none of the Indemnitees shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any of the Guarantors or any of their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact,and each Guarantor hereby agrees not to assert any claim against any Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as aresult of the Loans, the actual or proposed use of the proceeds of the Credit Extensions, the Loan Documents or any of the transactions contemplated by the Loan Documents. 

(c) All amounts due under this Section 5.04 shall be payable not later than thirty days after demand therefor. 

(d) Without prejudice to the survival of any of the other agreements of any Guarantor under this Agreement or any of the other Loan Documents, theagreements and obligations of each Guarantor contained in Section 2.01(a) (with respect to enforcement expenses), the last sentence of Section 2.02, Section 2.05 and this Section 5.04 shall survive thepayment in full of the Guaranteed Obligations and all of the other amounts payable under this Agreement. 

**5.05 Continuing Guarantee;Reinstatement**. (a) This Agreement is a continuing agreement and shall (i) remain in full force and effect with respect to each Guarantor until the Termination Date for such Guarantor, (ii) be binding upon each Guarantor, itssuccessors and assigns and (iii) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. 

(b) This Agreement shall continue to be effective or be reinstated, as the case may be, with respect to a Guarantor if at any time any payment of any of the Guaranteed Obligations of such Guarantor is rescinded ormust otherwise be returned by any Secured Party or any other Person in connection with the insolvency, bankruptcy, reorganization or other similar proceedings affecting the Borrower or any other Loan Party under Debtor Relief Laws or otherwise, allas though such payment had not been made. 

(c) The Obligations of a Guarantor under this Agreement shall terminate on the Termination Datefor such Guarantor. 

**5.06 Amendments, etc.; Additional Guarantors; Successors and Assigns**. (a) No amendment to or waiver of anyprovision of this Agreement nor consent to any departure by any Guarantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and, with respect to any such amendment, by the Guarantorsor the Loan Party Representative on behalf of the Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 

Guaranty Agreement 

 

-9- 

(b) Upon the execution and delivery by any Person of a Joinder Agreement, such Person shall be referredto as an “Additional Guarantor” and shall be and become a Guarantor, and each reference in this Agreement to “Guarantor” shall also mean and be a reference to such Additional Guarantor. 

(c) This Agreement shall be binding upon each Guarantor and its successors, transferees and assigns and shall inure to the benefit of the AdministrativeAgent and each other Secured Party and their respective successors, transferees and assigns; provided, however, that no Guarantor may assign its obligations hereunder without the prior written consent of the Administrative Agent.

**5.07 Addresses for Notices; Parent and Borrower as Representative**. (a) All notices and other communications provided forhereunder shall be in writing and mailed, delivered or transmitted by telecopier to each party hereto at the address set forth in Section 11.02 of the Credit Agreement (with any notice to a Guarantor being delivered to such Guarantor in care ofHoldings). All such notices and other communications shall be deemed to be given or made at the times provided in Section 11.02 of the Credit Agreement. 

(b) Each Subsidiary Guarantor hereby appoints Holdings and/or the Borrower to act as the representative for such Subsidiary Guarantor for purposes of delivering and receiving notices on behalf of such Grantor under,and confirming the consent of such Guarantor and otherwise authorizing and delivering supplements and amendments to, the Loan Documents to which such Guarantor is a party on behalf of such Guarantor, including, without limitation, pursuant to aPerfection Certificate Supplement. 

**5.08 Section Captions**. Section captions used in this Agreement are for convenience of referenceonly, and shall not affect the construction of this Agreement. 

**5.09 Severability**. If any provision of this Agreement is held to beillegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations toreplace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particularjurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

**5.10 Counterparts**. ThisAgreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. 

**5.11 Governing Law, Etc. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.**

**(b) EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THECOURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THISAGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING**

Guaranty Agreement 

 

-10- 

**MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIESHERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOANDOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTSOF ANY JURISDICTION.**

**(c) EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THEPARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.**

**(d) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 5.07. NOTHING IN THISAGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.**

**5.12 Right toTrial by Jury. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT ORANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHERLOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.**

**5.13 Entire Agreement. THIS AGREEMENTAND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES OR BY PRIOR OR CONTEMPORANEONS WRITTEN AGREEMENTS. THERE ARENO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.**

[Signature Page Follows] 

Guaranty Agreement 

 

-11- 

IN WITNESS WHEREOF, each Guarantor has caused this Agreement to be duly executed and delivered by itsofficer thereunto duly authorized as of the date first above written. 

 
**SPANSION TECHNOLOGY, INC.**By: 
/s/    Robert C. Melendres
Name: Robert C. MelendresTitle: Secretary**SPANSION INTERNATIONAL, INC.**By: 
/s/    Dario Sacomani
Name: Dario SacomaniTitle: Chief Financial Officer and Treasurer**CERIUM LABORATORIES LLC**By: 
/s/    Dario Sacomani
Name: Dario SacomaniTitle: Vice President and Chief Financial Officer
Guaranty Agreement