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First Amendment To Amended And Restated Term Loan Agreement

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Exhibit 10.48(a-1)


FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of March 29, 2004 (this " Amendment"), is entered into by and among FASL LLC, a Delaware limited liability company (the " Borrower"), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent for itself and the lenders from time to time signatory to the Loan Agreement (as defined below), as hereinafter defined (the " Lenders") (in its capacity as agent for itself and the Lenders, together with its successors or affiliates in such capacity, the " Agent"), and the Majority Lenders party hereto.


WHEREAS , the Borrower has entered into the Amended and Restated Term Loan Agreement, dated as of July 11, 2003 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the " Loan Agreement"), by and among the Borrower, the Lenders and the Agent.


WHEREAS , the Borrower seeks to amend certain provisions of the Loan Agreement.

NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


Section 1. Definitions; Rules of Interpretation . Capitalized terms used herein shall have the meanings assigned to them in the Loan Agreement, unless otherwise defined herein.

Section 2. Amendments . The Loan Agreement is hereby amended as follows:


(a) Section 1.1 of the Loan Agreement is hereby amended by deleting the definition of "Target Cash Level" in its entirety and replacing such definition with the following:

" Target Cash Level" means, for any period, the applicable cash level set forth below for such period:

Period Amount


Third quarter of Fiscal Year 2003 $ 130,000,000

Fourth quarter of Fiscal Year 2003 $ 130,000,000

Each fiscal quarter of each Fiscal Year thereafter $ 60,000,000

(b) Section 1.1 of the Loan Agreement is hereby amended by adding the following definitions in the correct alphabetical order thereof:


" Net Worldwide Cash" means, at any time, Worldwide Cash at such time minus restricted cash (determined in accordance with GAAP) (or any refinancing, renewal or extension thereof permitted under Section 9.12) at such time.


" Target Worldwide Cash Level" means, $130,000,000 for each fiscal quarter of each Fiscal Year.


" Worldwide Cash" means, as of any date of determination, the amount on such date of all cash, cash equivalents and short-term investments (each determined in accordance with GAAP) of the Borrower and its Subsidiaries on deposit or otherwise on such date, which cash and cash equivalents are not subject to any Liens (excluding Liens permitted under clause (h) of the definition of "Permitted Liens").

(c) The definition of "Enhanced Covenant Period" in Section 1.1 of the Loan Agreement is hereby amended and restated as follows:


" Enhanced Covenant Period" means, for each fiscal quarter of each Fiscal Year, at any time (a) Net Domestic Cash is less than the Target Cash Level or (b) Net Worldwide Cash is less than the Target Worldwide Cash Level as clause (a) and (b) are measured on the last day of the prior fiscal quarter.

(d) Section 7.2 of the Credit Agreement is hereby amended by deleting clause (l) and inserting the following new clause (l) and clause (m):


(l) As soon as available, but in any event no later than forty-five (45) days after the end of each fiscal quarter of each Fiscal Year, a report in electronic form of (i) all Dispositions and the Net Proceeds received or estimated to be received from ea
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