Letter agreement regarding the Fujitsu Foundry Agreement



 Exhibit 10.2 
 [*] 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. 
 CONFIDENTIAL 
 April 27, 2011 
 Mr.Carmine Renzulli 
 Representative Director 
 Nihon Spansion Trading Limited 

1-14, Nisshin-cho, Kawasaki-ku 
 Kawasaki,

 Kanagawa, 210-0024, Japan 
 RE:
Flash Foundry 
 Dear Sir, 

Reference is made 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, and as
amended a sixth time effective April 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 under the Agreement, Spansion Japan Limited, a Japanese corporation, and assigned by Spansion Japan Limited to Nihon Spansion Limited, effective May 24, 2010, and assigned
by Nihon Spansion Limited to Nihon Spansion Trading Limited (“PSKK”), effective December 27, 2010, and Fujitsu Limited, a Japanese corporation, and assigned by Fujitsu Limited to Fujitsu Semiconductor Limited, formerly named Fujitsu
Microelectronics Limited, a Japanese corporation (“FSL”), effective March 21, 2008. 
 This letter shall confirm and evidence the
agreement between the parties with respect to Wafer purchases by PSKK from FSL in 2011 under the Agreement. 
  

	1.	 FSL was not able to make available manufacturing capacity sufficient for PSKK to satisfy the Subsequent Period Commitment specified in Exhibit K of the
Agreement for the first Quarter of 2011 due to the natural disasters that occurred in Japan on 










	 	 
March 11, 2011, and the subsequent inevitable events. As a result, FSL shipped and PSKK purchased [*] Wafers instead of the agreed 12,000 Wafers of the Subsequent Period
Commitment for the first Quarter of 2011. 


  

	2.	FSL cannot commit itself to recover from the above circumstances to a level of satisfying PSKK with an enough manufacturing capacity for the second Quarter of 2011,
though FSL is making continuous efforts to clear several hurdles to ship 12,000 Wafers per quarter in the third and fourth Quarters of 2011 in order for PSKK to satisfy the Subsequent Period Commitment. 


 

	3.	The parties agree that these situations in 1 and 2 above constitute a force majeure event pursuant to Section 17 ‘Force Majeure’ of the Agreement, and
therefore both PSKK and FSL are excused from the Subsequent Period Commitment specified in Exhibit K of the Agreement for the first and second Quarters of 2011. 


 

	4.	Accordingly, during the first and second Quarters of 2011, PSKK shall pay for actual Wafers manufactured by FSL at the agreed Price per Wafer of 56,000 Yen.


  

	5.	Capitalized terms used herein shall have the same meaning as those set forth in the Agreement. 

 Please acknowledge receipt and indicate acceptance of this letter by signing where indicated on the space below and returning a fully signed copy to FSL. 

Sincerely, 
  

	
	 /s/ Makoto Goto

	
	 Makoto Goto

	 CFO and CSO

	 Fujitsu Semiconductor Limited


 ACCEPTED AND AGREED TO, 
 Nihon Spansion Trading Limited 
  

					
	 By:
	 	 /s/ Carmine Renzulli

		
	 Title:
	 	  

		
	 Date:
	 	 4/29/11



  
 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. 








			
	Spansion Inc.
		
	By:	 	 /s/ Randy W. Furr

		
	Title:	 	 Executive Vice President & CFO

		
	Date:	 	 4/29/2011


  

			
	Spansion Technology LLC
		
	By:	 	 /s/ Randy W. Furr

		
	Title:	 	 Executive Vice President & CFO

		
	Date:	 	 4/29/2011


  

			
	Spansion LLC
		
	By:	 	 /s/ Randy W. Furr

		
	Title:	 	 Executive Vice President & CFO

		
	Date:	 	 4/29/2011



  
 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.