Amendment No. 6 to the Fujitsu Foundry Agreement



 Exhibit 10.1 
 [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions. 
 AMENDMENT NO. 6 
 TO THE 
 AMENDED AND RESTATED FOUNDRY AGREEMENT 

DATED SEPTEMBER 28, 2006 

THIS AMENDMENT NO. 6 (this “Amendment”) to the Amended and Restated Foundry Agreement entered into as of September 28, 2006, and as
amended effective June 19, 2008, and as amended a second time effective December 31, 2008, and as amended a third time effective June 15, 2009, and as amended a fourth time effective May 24, 2010, and as amended a fifth time
effective January 1, 2011 (the “Agreement”), by and among Spansion, Inc., a Delaware corporation, Spansion Technology LLC, a Delaware limited liability company, and Spansion LLC, a Delaware limited liability company, solely in their
capacities as guarantors of Spansion’s obligations hereunder and under the Agreement (collectively, “Spansion U.S.”), Spansion Japan Limited, a Japanese corporation (“Spansion Japan”), and assigned by Spansion Japan to Nihon
Spansion Limited (“Nihon”), effective May 24, 2010, and assigned by Nihon to Nihon Spansion Trading Limited (“PSKK”), effective December 27, 2010, and Fujitsu Limited, a Japanese corporation (“Fujitsu”), and
assigned by Fujitsu to Fujitsu Semiconductor Limited, formerly named Fujitsu Microelectronics Limited, a Japanese corporation (“FSL”), effective March 21, 2008, is made and entered into as of April 1, 2011, and effective
retroactively on September 1, 2010. 
 Whereas, PSKK and FSL wish to further amend the Agreement. 

Now, therefore, it is agreed that the Agreement shall be modified as follows: 
 1. Notwithstanding anything to the contrary set forth in Section 12 of the Agreement, PSKK and FSL hereby agree that PSKK may only disclose the information described in Exhibit A to [*]
and its subsidiaries for the purpose of PSKK’s subcontracting of sort services to [*]. Spansion U.S. hereby represents that it has obtained the prior agreement of [*] and its subsidiaries to hold in confidence and
not make use of such information described in Exhibit A, including information in Exhibit A that was disclosed by Nihon to [*] and its subsidiaries prior to the assignment of the Agreement from Nihon to PSKK, for any purpose other than
providing sort services by [*] to PSKK, and that [*] cannot further subcontract such sort services to any third parties other than 







 
[*]’s subsidiaries. PSKK and Spansion U.S. shall be liable for any breach of such obligations by [*]. 

2. All terms and conditions of the Agreement not specifically modified by this Amendment shall remain unchanged and in full force and
effect. 
 3. This Amendment shall be deemed a part of and construed in accordance with the Agreement. This Amendment may be
executed in counterparts. 
 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly signed and executed on the date and
year first above written. 
 FUJITSU SEMICONDUCTOR LIMITED 

 

			
	By:	 	 /s/ Makoto Goto

		
	Name:	 	 Makoto Goto

		
	Title:	 	 CFO & CSO

	
	 SPANSION INC.

		
	By:	 	 /s/ Randy W. Furr

		
	Name:	 	 Randy W. Furr

		
	Title:	 	 EVP and CFO

	
	SPANSION TECHNOLOGY LLC
		
	By:	 	 /s/ Randy W. Furr

		
	Name:	 	 Randy W. Furr

		
	Title:	 	 Chief Financial Officer

	
	SPANSION LLC
		
	By:	 	 /s/ Randy W. Furr

		
	Name:	 	 Randy W. Furr

		
	Title:	 	 EVP and CFO

	
	NIHON SPANSION TRADING LIMITED


  
 2 

 [*] Certain information in this document has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 








					
	 By:
	 	 /s/ Carmine Renzulli

		
	 Name:
	 	 Carmine Renzulli

		
	 Title:
	 	 Representative Director



  
 3 

 [*] Certain information in this document has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 







 Exhibit A 
 The following information, limited to Wafers, as defined in the Agreement, only, [*] may be disclosed by PSKK to [*]. 

 

	 	•	 	 WIP state (lot status) 


  

	 	•	 	 Defect data 


  

	 	•	 	 Transfer lots data / Inline lot history data 


  

	 	•	 	 Map system data 


  

	 	•	 	 [*] 


  

	 	•	 	 WET data 


  

	 	•	 	 Lot trouble information 



  
 4 

 [*] Certain information in this document has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.