Exhibit 10.18(h)

May 21, 2010

Fujitsu Semiconductor Limited

Nomura Shin-Yokohama Building

2-10-23 Shinyokohama, Kohoku-ku, Yokohama

Kanagawa 222-0033, Japan

To Whom It May Concern:

Spansion Japan Limited (“Spansion Japan”) and Spansion Inc. (“Spansion”) recently announced a settlement pursuant to which Spansion LLC (“Spansion LLC”) will acquire Spansion Japan’s distribution business (the “Business Transfer”) and Spansion Japan and Spansion LLC will enter into a new foundry services agreement. This settlement will help enable Spansion Japan to re-organize as a stand-alone entity. To continue to sell products and to provide services and support to Spansion’s Japanese customers, Spansion LLC has created a new Japanese subsidiary, Spansion Nihon Limited (“Nihon”).

As you know:

(1) Spansion Japan is currently doing business with Fujitsu Semiconductor Limited, formerly named Fujitsu Microelectronics Limited (“FSL”) under the Amended and Restated Foundry Agreement, dated September 28, 2006, and as amended, supplemented or otherwise modified, between Spansion Japan and FSL (as successor in interest to Fujitsu Limited) (the “Foundry Agreement”),

(2) Spansion, Spansion Technology LLC, and Spansion LLC (collectively, the “Spansion Entities”) wish that Spansion Japan assign to Nihon, and Nihon wishes to assume, all rights and obligations of Spansion Japan under the Foundry Agreement (the “Assignment and Assumption”), such Assignment and Assumption to be effective as of the date of the closing of the Business Transfer pursuant to the asset purchase agreement between Nihon and Spansion Japan (“Effective Date”), provided that Spansion LLC shall notify FSL by written certification that such closing has duly taken place on such date), and

(3) the Spansion Entities have requested that FSL (i) consent to such assignment and assumption by executing and delivering the letter agreement dated as of the same date herewith effecting the Assignment and Assumption (the “Assignment and Consent”) and (ii) agree to extend the term of the Foundry Agreement and to amend certain terms thereof effective immediately upon the Assignment and Assumption, and FSL has agreed to each of the foregoing on, and subject to, the terms and conditions set forth herein and in the Assignment and Consent.

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Accordingly, the parties hereby agree as follows:

1. Amendments to Foundry Agreement. From and after the Effective Date, and taking effect immediately after the occurrence of the Assignment and Assumption without any further action by either Nihon or FSL, Nihon and FSL agree that the Foundry Agreement shall be amended as follows:

(i) the Term of the Foundry Agreement shall be extended to December 31, 2011, and

(ii) notwithstanding anything to the contrary set forth in Sections 2.6.1 through 2.6.6 of the Foundry Agreement, Exhibit K of Amendment No. 3 to the Foundry Agreement is hereby deleted in its entirety and shall be restated as set forth in Exhibit K attached hereto. Except as otherwise expressly provided in Exhibit K, the Subsequent Period Remedies for each Quarter of 2010 and each Quarter of 2011 shall remain as set forth in Sections 2.2. and 2.3 and Exhibit J of the Foundry Agreement.

Capitalized terms used in this section 1, but not defined herein, shall have the meanings set forth in the Foundry Agreement.

2. Guaranty. As an inducement to FSL consenting to the Assignment and Assumption and the amendments set forth in section 1 above, from and after the Effective Date, and taking effect immediately after the occurrence of the Assignment and Assumption without any further action on the part of any person or entity, each of the Spansion Entities irrevocably and unconditionally guarantee, on a joint and several basis, with Nihon each of Nihon’s obligations under the Foundry Agreement.

3. Condition Precedent. Without limitation to any provision contained herein, the effectiveness of this letter is subject to the approval of the Tokyo District Court with respect to the Business Transfer, and the assignments and assumptions and other agreements by and among the parties contemplated in connection with such Business Transfer, as applicable.

4. Representations and Warranties. Each of the Spansion Entities represents and warrants to FSL that (i) it has all requisite power and authority to enter into this letter agreement and to perform its obligations hereunder, (ii) its execution, delivery and performance of this letter agreement will not violate any law or order applicable to it, its organizational documents or any material agreement to which it is a party, and does not require the consent or approval of any court, governmental authority or other third party (other than those that have already been obtained) and (iii) this letter agreement constitutes legal, valid and binding obligation of such Spansion Entity, enforceable against such Spansion Entity in accordance with its terms.

5. Miscellaneous.

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If you agree to these terms, please have an authorized representative of your company sign below, then scan the signed letter and return it to Spansion via electronic delivery to james.ashby@spansion.com.

If you have any questions about this assignment or about Spansion’s, Spansion Japan’s, Spansion LLC’s, and/or Nihon’s plans in general, please do not hesitate to contact Jim Ashby. Thank you in advance for your assistance.

Sincerely,

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EXHIBIT K

Subsequent Period Commitment for each of the Quarters of 2010 and each of the Quarters of 2011

Subsequent Period Price

Wafer Price for each Quarter of 2010 shall be 47,000 Japanese Yen. Wafer Price for the first and second Quarters of 2011 shall be 57,000 Japanese Yen, and for the third and fourth Quarters of 2011 shall be 58,500 Japanese Yen.

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