Amendment No. 2 To The Amended And Restated Foundry Agreement

Exhibit 10.32(c)

AMENDMENT NO. 2

TO THE

AMENDED AND RESTATED FOUNDRY AGREEMENT

DATED SEPTEMBER 28, 2006

THIS AMENDMENT NO. 2 (this " Amendment" ) to the Amended and Restated Foundry Agreement made and entered into as of September 28, 2006, as amended effective as of June 19, 2008 (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 to be effective as of December 31, 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. Pursuant to Section 16.1.2 of the Agreement, Spansion and FML hereby agree that the Term of the Agreement shall be extended to December 31, 2010. 2. 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 Price for each Quarter of 2009 are as defined on Exhibit J attached to this Amendment. Spansion and FML further agree that except as otherwise expressly provided in Exhibit J, the Subsequent Period Remedies for each Quarter of 2009 shall remain as set forth in Sections 2.2 and 2.3 of the Agreement. Furthermore, FML and Spansion will negotiate in good faith to agree by June 30, 2009 upon (i) Spansion' s purchase commitment for each Quarter of 2010 (the " 2010 Wafer Commitment" ), (ii) Wafer prices for each Quarter of 2010 (the " 2010 Wafer Price" ), and (iii) any remedy available to (x) FML in case of failure by Spansion to satisfy its minimum purchase commitment, and (y) Spansion in case of failure by FML to make available to Spansion the corresponding minimum manufacturing capacity (the " 2010 Remedies" ). In this regard, FML and Spansion acknowledge that the 2010 Wafer Price shall be determined based on the 2009 Wafer Price of 45,000 Japanese yen per Wafer with consideration of the projected combined loading of the fab including Spansion wafers and FML wafers and of the volume level of Spansion' s purchase commitment in 2010 which is targeted to be 20,0 ...