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Second Amendment To Amended And Restated Term Loan Agreement

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Exhibit 10.37(a-2)


SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN

AGREEMENT


This SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of June 10, 2004 (this " Amendment" ), is entered into by and among SPANSION LLC (f/k/a 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 by the First Amendment to Amended and Restated Term Loan Agreement, dated as of March 29, 2004 (as further 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 each of the definitions of " Domestic Cash" , " Net Domestic Cash" , and " Target Cash Level" in its entirety.


(b) The definition of " Target Worldwide Cash Level" in Section 1.1 of the Loan Agreement is amended and restated as follows:


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

SECOND AMENDMENT (SPANSION)

Period Amount


Second quarter of Fiscal Year 2005 $ 37,250,000

Third quarter of Fiscal Year 2005 $ 30,375,000

Fourth quarter of Fiscal Year 2005 $ 23,500,000

First quarter of Fiscal Year 2006 $ 16,625,000

Second quarter of Fiscal Year 2006 $ 9,750,000


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

" Enhanced Covenant Period" means, for each fiscal quarter of each Fiscal Year, at any time Net Worldwide Cash is less than the Target Worldwide Cash Level as measured on the last day of the prior fiscal quarter.


(d) Section 7.2 of the Loan Agreement is hereby amended by deleting the text in clauses (b) and (d) and inserting the words " Intentionally Omitted" .

(e) Section 7.2(f) of the Loan Agreement is amended and restated in its entirety as follows:


(f) No later than ninety (90) days after the beginning of each Fiscal Year, annual forecasts (to include forecasted consolidated and consolidating balance sheets, statements of income and expenses and statements of cash flow) for the Borrower and its Subsidiaries as at the end of and for each month of such Fiscal Year.


(f) Section 9.19 of the Loan Agreement is amended and restated
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