Amendment No. 1 To The Amended And Restated Foundry Agreement

Exhibit 10.37(a)

AMENDMENT NO. 1

TO THE

FOUNDRY AGREEMENT

DATED SEPTEMBER 28, 2006 THIS AMENDMENT NO. 1 (this " Amendment" ) to the Amended and Restated Foundry Agreement entered into as of September 28, 2006 (the " Agreement" ), by and between Spansion Inc., a Delaware corporation, Spansion Technology, Inc., a Delaware corporation, and Spansion LLC, a Delaware limited liability company, solely in their capacities as guarantors of Spansion' s obligations hereunder and under the Agreement (" Guarantors" ), Spansion Japan Limited, a Japanese corporation (" Spansion" ), and Fujitsu Limited, a Japanese corporation (" Fujitsu" ), and assigned by Fujitsu to Fujitsu Microelectronics Limited, a Japanese corporation (" FML" ), effective March 21, 2008, is made and entered into as of June 19, 2008 (the " Amendment Date" ).

Whereas, Spansion and FML wish to further amend the Agreement,

Now, therefore, it is agreed that the Agreement shall be modified as follows:

1. Notwithstanding anything to the contrary set forth in Sections 2.6.1 through 2.6.6 of the Agreement, FML and Spansion hereby agree that the Subsequent Period Commitment and Subsequent Period ...