SECURITY AGREEMENT

This SECURITY AGREEMENT (this Agreement) is dated as of March 30, 2007 and entered into by and among Spansion Japan Limited, a Japanese corporation (Company), GE Capital Leasing Corporation, as security agent for and representative of (in such capacity herein called Security Agent) Finance Parties (as hereinafter defined), and the financial institutions listed in Schedule 1 hereto (Finance Parties).

PRELIMINARY STATEMENTS

A. Pursuant to the Senior Facility Agreement dated March 30, 2007, for Company arranged by GE Capital Leasing Corporation, acting as mandated lead arranger, and Sumisho Lease Co., Ltd. and Mitsui Leasing & Development, Ltd., acting as sub-arrangers, with GE Capital Leasing Corporation, acting as administrative agent, Resona Bank, Limited, acting as paying agent, and GE Capital Leasing Corporation, acting as security agent, and Finance Parties (said Senior Facility Agreement, as it may hereafter be amended, restated, supplemented or otherwise modified from time to time, being the Credit Agreement), Finance Parties have made certain commitments, subject to the terms and conditions set forth in the Credit Agreement, to provide Company with a 48,400,000,000 senior secured term loan facility to make loans to Company.

B. It is a condition precedent to the initial extensions of credit by Finance Parties under the Credit Agreement that Company shall have granted the security interests and undertaken the obligations contemplated by this Agreement.

NOW, THEREFORE, in consideration of the agreements set forth herein and in order to induce Finance Parties to make loans and other extensions of credit under the Credit Agreement, Company hereby agrees with Security Agent and Finance Parties as follows:

SECTION 1. Grant of Security.

Company hereby assigns to Finance Parties, and hereby grants to Finance Parties a security interest in, all of Companys right, title and interest in and to the following personal property of Company, in each case whether now or hereafter existing, whether tangible or intangible, whether now owned or hereafter acquired and wherever the same may be located (the Collateral):

(a) all Accounts to the extent the Account Debtor is Spansion LLC and the Account arises (whether before or after the date hereof) pursuant to that certain Second Amended and Restated Foundry Agreement dated March 30, 2007, by and between Spansion LLC and Company (the Pledged Account);

(b) all Records relating to such Accounts; and

(c) all Proceeds and Accessions with respect to any of the foregoing Collateral.

Each category of Collateral set forth above shall have the meaning set forth in the UCC.

SECTION 2. Security for Obligations.

This Agreement secures, and the Collateral is collateral security for, the prompt payment in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Secured Obligations of Company. Secured Obligations means any and all obligations at any time, due owing or incurred by Company to all or any of Finance Parties under the Finance Documents, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or surety or in some other capacity) and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from any Finance Party as a preference, fraudulent transfer or otherwise, together with all costs, charges and expenses incurred by any of Finance Parties under the Finance Documents, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or surety or in some other capacity), together with:

(a) all costs, charges and expenses incurred by any Finance Party in connection with the protection, preservation or enforcement of its rights under any other document evidencing or securing any such obligations; and

(b) all moneys, obligations and liabilities due, owing or incurred in respect of any variations or increases in the amount or composition of the facilities provided under this Agreement or the obligations and liabilities imposed under such documents.

SECTION 3. Representations and Warranties.

Company represents and warrants as follows:

(a) Jurisdiction of Organization. Companys name as it appears in official filings in the country of its organization, type of organization (i.e. corporation, limited partnership, etc.), jurisdiction of organization and organization number provided by the applicable government authority of the jurisdiction of organization is set forth on Schedule 2 annexed hereto.

(b) Due Authorization, etc. Company is duly formed, validly existing and in good standing under the law of its jurisdiction of organization and has full entity power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary entity action. This Agreement constitutes a legally valid and binding obligation of Company, enforceable against Company in accordance with its terms, except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally or by general equitable principles.

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