[*] 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.
SORT SERVICES AGREEMENT
WHEREAS, on March 1, 2009, Spansion filed a voluntary petition for relief under chapter 11 of Title 11 of the United States
Code in the United States Bankruptcy Court for the District of Delaware (the “Chapter 11 Case”);
NOW, THEREFORE, in consideration of the promises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Spansion and Supplier agree as follows:
(a) “Affiliate” means, with respect to a party hereto, a business entity that directly or indirectly controls, is controlled by or
is under common control with that party.
(b) “Capacity” means the amount of trained personnel and plant and equipment capacity that is available for the wafer sort
and delivery of Products.
(c) “Consigned Material and Tooling” means any tooling or material that Spansion supplies to Supplier (but not purchased
by Supplier) to be used in connection with the Services.
(d) “Deviation” means a written document that approves (i) a temporary modification to a Product, or (ii) a temporary
modification of a process utilized by Supplier in the performance of Services.
(e) “Effective Date” means the earlier of (i) the date of the entry of an order by the U.S. Bankruptcy Court for the District of
Delaware approving Spansion’s execution of this Agreement and such order shall not have been stayed pending appeal, or
(ii) the date a plan of reorganization has been confirmed by the U.S. Bankruptcy Court for the District of Delaware and become
(f) “Order” means a purchase order placed by Spansion in compliance with the applicable Statement of Work for Services
to be furnished by Supplier to Spansion during a specified time period, specifying the quantity, price, part number, revision
details and other