Amendment Agreement To The Accounts Receivable Trust Agreement

Exhibit 10.2(c)

English Translation / Reference Purpose Only


AMENDMENT TO THE ACCOUNTS RECEIVABLES TRUST AGREEMENT


Spansion Japan Limited (formerly FASL JAPAN LIMITED, the " Settlor and Beneficiary" ) and Mizuho Trust & Banking Co., Ltd. (the " Trustee" ) agree to the following (this " Amendment Agreement" ) with respect to the amendment of the Accounts Receivables Trust Agreement (the " Original Trust Agreement" ) entered into as of March 25, 2004 by and between the Settlor and Beneficiary and the Trustee. 1. DEFINITIONS AND PURPOSES

1.1 Unless otherwise provided for in this Amendment Agreement, the terms used in this Agreement shall have the same meanings as defined in the Original Trust Agreement.

1.2 This Amendment Agreement is made to amend the Original Trust Agreement for the purpose of limiting the scope of the Trust Receivables to be entrusted to the Trust to those denominated in Japanese Yen or for such other purposes, because the Settlor and Beneficiary and the Third Party Obligor have agreed that a part of the accounts receivables under the Purchase and Sale Related Agreements shall be paid in foreign currencies.

2. AMENDMENT TO THE ORIGINAL TRUST AGREEMENT

Pursuant to the provisions of Clause 41 of the Original Trust Agreement, the Settlor and Beneficiary and the Trustee agree that, with respect to such Clauses of the Original Trust Agreement as shown under the " Clause" column in the following table, the provisions as shown under the column entitled " Existing Provisions" in the following table are amended to read as shown under the column entitled " After Amendment" in the following table. The amendments are effective as of the date of this Amendment Agreement; they do not have retroactive effect to invalidate any actions that have already been taken under the Original Trust Agreement before the amendments.


(Amended text is underlined.)

Clause

Existing Provisions

After Amendment Clause 1.50 " Prospective Trust Receivables" means the accounts receivables from the Third Party Obligor under the Purchase and Sale Related Agreements that arise during a period from the day immediately following the execution date of this Agreement (inclusive) to the Trust Termination Date with respect to the Third Party Obligor (inclusive). " Prospective Trust Receivables" means those accounts receivables from the Third Party Obligor under the Purchase and Sale Related Agreements arising during a period from the day immediately following the execution date of this Agreement (inclusive) to the Trust Termin ...