AMD 2005 Annual Report Download - page 143

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Exhibit 10.58
AMENDED AND RESTATED
AGENCY AGREEMENT
This AMENDED AND RESTATED AGENCY AGREEMENT (“Agreement”) is effective as of April 1, 2005 (the “Effective Date”), by and between
SPANSION LLC, a Delaware limited liability company (“Spansion”), and ADVANCED MICRO DEVICES, INC., a Delaware corporation (“AMD”).
Spansion and AMD are hereinafter also referred to as the “Parties” and individually as a “Party.” Capitalized but undefined terms shall have the meaning set
forth in the Distribution Agreement (as defined below).
WHEREAS, in connection with the formation of Spansion LLC, AMD and Spansion entered into that certain AMD Distribution Agreement, dated as of
June 30, 2003 (the “Distribution Agreement”), as amended, whereby Spansion appointed AMD as one of Spansion’s sole initial distributors of Products;
WHEREAS, as part of the restructuring of the relationship between AMD and Spansion, Spansion agreed to hire the AMD sales force that had been
selling the Products to AMD customers and assume AMD’s obligations under the Distribution Agreement and effective as of the Effective Date of this
Agreement, those former AMD employees became employees of Spansion;
WHEREAS, the Parties contemplate terminating the Distribution Agreement, but during a transition period beginning on the Effective Date AMD will
still have responsibilities to its customers to supply Products and will still have the contractual relationship with such Product customers; and
WHEREAS, the Parties will separately amend the Distribution Agreement, in conjunction with other required amendments to Spansion’s distribution
agreement with Fujitsu Limited of even date with the Distribution Agreement (the “Fujitsu Agreement”), to address the wind-down of the Distribution
Agreement and the eventual termination of AMD’s role as a distributor of the Products;
NOW THEREFORE, the Parties agree as follows:
1. Transition Assistance. AMD hereby authorizes Spansion, and Spansion hereby agrees, to assume and fulfill AMD’s obligations under the Distribution
Agreement and to carry out AMD’s sales, marketing and customer support activities regarding the Products on AMD’s behalf and in AMD’s name with existing
and new AMD Product customers. Spansion is hereby authorized to communicate with existing and potential Customers regarding the Products, and to accept
and fulfill Product purchase orders on AMD’s behalf from existing Product customers, each on AMD’s behalf and in AMD’s name; provided that the purchase
order terms are consistent with existing AMD policies and procedures. Spansion shall retain title to all Products prior to sale and upon return from a customer,
and shall assume all inventory risk and any risk of loss associated with the collection, shipping, delivery or return of Products. As between the parties, Spansion
shall establish all prices for the Product and shall assume all credit risk for any and all
Source: ADVANCED MICRO DEVIC, 10-K, February 27, 2006