AMENDMENT No. 1 to Foundry Agreement between Texas Instruments Incorporated and Spansion LLC and Nihon Spansion Limited

Exhibit 10.4(a)

AMENDMENT No. 1

to

Foundry Agreement

between

Texas Instruments Incorporated and Spansion LLC and Nihon Spansion Limited

This Amendment No. 1 (“Amendment No. 1”) to the Foundry Agreement is entered into this 15^th day of September 2010, (the “Effective Date”) by and between Spansion LLC, having its principal place of business at 000 XxXxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000-0000, X.X.X. (“Spansion”), Nihon Spansion Limited, having its principal place of business at 1-14, Nishin-cho, Xxxxxxxx-xxx, Xxxxxxxx-xx, Xxxxxxxx 000-0000, Xxxxx (“Spansion Nihon), and Texas Instruments Incorporated, having its principal place of business at 00000 XX Xxxxxxxxx, Xxxxxx, Xxxxx 00000, U.S (“TI”). Spansion, Spansion Nihon, and TI are collectively referred to as “Parties” to this Amendment and, individually, as a “Party” to this Amendment.

Whereas, the Parties entered into a Foundry Agreement with an Effective Date of August 31, 2010 (“Original Agreement”),

Whereas, the Parties desire to make the confidentiality provisions of the Original Agreement applicable to certain additional entities, and

Whereas, the Parties agree to make further modifications to the provisions of the Original Agreement as set forth below.

Now therefore, the parties hereby agree as follows:

I. The provisions of Section 10 of the Original Agreement (Confidential Information) will apply to any Spansion subsidiaries and any TI subsidiaries. This modification will retroactively apply to the Effective Date of the Original Agreement.

II. For clarification, the Parties acknowledge that the quantities set forth in the table in Exhibit D are intended to be quantities in the thousands (one unit = 1000 wafers)

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly signed and executed.

TEXAS INSTRUMENTS INCORPORATED				SPANSION LLC
/s/ Xxxxx Xxxxxxx Authorized Signature				/s/ Xxxxx X. Xxxx Authorized Signature
Xxxxx Xxxxxxx Name				Xxxxx X. Xxxx Name
SVP Title				EVP and CFO Title
9/17/2010 Date				9/15/2010 Date
NIHON SPANSION LIMITED
/s/ Xxxxx X. Xxxx Authorized Signature
Xxxxx X. Xxxx Name
Director Title
9/15/2010 Date

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