FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.61.(b)

FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 22, 2007 (this “Agreement”), among SPANSION LLC, a Delaware limited liability company (the “Borrower”), SPANSION INC., a Delaware corporation (“Holdings”), the Lenders (such capitalized term and all other capitalized terms not otherwise defined herein to have the meanings provided in the recitals and in Article I below) who are signatories to this Agreement, the Additional Lenders that are signatories to this Agreement, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

W I T N E S S E T H:

WHEREAS, the Borrower, the lenders from time to time party thereto, and the Administrative Agent have entered into a Credit Agreement dated as of November 1, 2006, (as amended or otherwise modified to but excluding the effective date of this Agreement, the “Existing Credit Agreement”);

WHEREAS, Holdings and the Borrower have requested that the Lenders agree to amend the Existing Credit Agreement as hereinafter set forth to (a) amend the Consolidated Leverage Ratio covenant under Section 7.11 of the Credit Agreement as set forth herein, and (b) make certain other changes as provided herein;

WHEREAS, the Lenders signatory to this Agreement are, on the terms and conditions stated below, willing to grant the request of Holdings and the Borrower;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party to this Agreement agrees as follows:

ARTICLE I

DEFINITIONS

1.01     Definitions.    The following terms when used in this Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

“Credit Agreement” means the Existing Credit Agreement as amended hereby and as otherwise amended, restated or modified from time to time.

“First Amendment Effective Date” means the date on which the conditions precedent to the effectiveness of this Agreement as specified in Article III herein have been satisfied.

1.02    Other Definitions.    Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement.

1.03    Other Interpretive Provisions.    The rules of construction in Sections 1.02 to 1.06 of the Credit Agreement shall be equally applicable to this Agreement.

First Amendment to Credit Agreement

ARTICLE II

AMENDMENTS

Subject to the satisfaction of the conditions precedent set forth in Article III below, from and after the First Amendment Effective Date, the Existing Credit Agreement is amended as follows:

2.01    Amendments to Section 1.01 of the Credit Agreement.    The definition of “SP1 Facilities” in Section 1.01 of the Existing Credit Agreement is hereby deleted and the following new definition is inserted in place thereof:

“SP1 Facilities” means those certain fabrication facilities located in Aizu-Wakamatsu, Japan and owned by Spansion Japan Limited.

2.02    Amendment to Section 7.02(j).    Section 7.02(j) of the Credit Agreement is hereby amended by inserting after the words “leased or financed” in clause (ii) thereof the words “and any other assets of Spansion Japan Limited”.

2.03    Amendment to Section 7.09.    Section 7.09 of the Credit Agreement is hereby amended by deleting the reference to “Section 7.02(i)” in the eleventh line thereof and inserting in place thereof the reference “Sections 7.02(i) and 7.02(j)”.

2.04    Amendment to Section 7.11(b).    Section 7.11(b) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

(b) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio at any time during any period of four fiscal quarters of Holdings ending on the last day of the fiscal quarters set forth below to be greater than the ratio set forth below opposite such fiscal quarter:

ARTICLE III

CONDITIONS PRECEDENT

3.01    Conditions of Effectiveness.    This Agreement is subject to the provisions of Section 11.01 of the Credit Agreement, and shall become effective when, and only when, each of the following conditions shall have been satisfied:

2

First Amendment to Credit Agreement

(a) Deliveries. The Administrative Agent shall have received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent:

(i) counterparts of this Agreement executed by (A) the Borrower, (B) the Administrative Agent and (C) the Required Lenders; and

(ii) such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

(b) Payments. The Administrative Agent shall have received payment for the account of the Administrative Agent, payment of the amount of any expenses required to be reimbursed on or before the First Amendment Effective Date pursuant to Section 5.03 hereof; and

(c) Representations and Warranties. The representations and warranties of the Loan Parties contained in Article IV hereof shall be true and correct in all material respects.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into this Agreement, each of Holdings and the Borrower, hereby represents and warrants that on and as of the First Amendment Effective Date after giving effect to this Agreement:

4.01    Due Authorization; No Conflict.    The execution and delivery by such Person of this Agreement and the performance by it of this Agreement and the Credit Agreement, as amended by this Agreement, have been duly authorized by all necessary corporate or other organizational action of such Person, and do not and will not: (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

4.02    Enforceability.    Each of this Agreement and the Credit Agreement, as amended by this Agreement (including, without limitation, the Guaranty of Holdings), constitutes a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.03    Credit Agreement Representations.    The representations and warranties of the Borrower contained in the Credit Agreement are true and correct in all material respects as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

3

First Amendment to Credit Agreement

4.04    No Default.    Immediately before and after giving effect to this Agreement, no Default or Event of Default exists.

ARTICLE V

MISCELLANEOUS

5.01    Loan Document.    This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.

5.02    Effect of Agreement.    Except as expressly set forth herein, the amendments provided herein shall not by implication or otherwise limit, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent and Lenders under the Credit Agreement or any other Loan Document, nor shall they constitute a waiver of any Default or Event of Default, nor shall they alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. Each of the amendments provided herein shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to by such amendments. Except as expressly amended herein, the Credit Agreement and the other Loan Documents shall continue in full force and effect in accordance with the provisions thereof.

5.03    Costs and Expenses.    On the First Amendment Effective Date, the Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of McGuireWoods LLP, as special counsel for the Administrative Agent) in accordance with the Credit Agreement, in each case, which are invoiced to the Borrower on or prior to the First Amendment Effective Date.

5.04    Section Captions.    Section captions used in this Agreement are for convenience of reference only, and shall not affect the construction of this Agreement.

5.05    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telecopier or by other electronic means shall be effective as manual delivery of an executed counterpart hereof.

5.06    Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

5.07    Guarantors’ Acknowledgement.    Each Guarantor hereby consents and agrees (a) to the terms of this Agreement and the Credit Agreement, as amended and otherwise modified by this Agreement, and (b) that each Loan Document, including, without limitation, each Guaranty, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed, and, without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by the Agreement.

[Signature Pages Follow]

4

First Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

2

First Amendment to Credit Agreement

3

First Amendment to Credit Agreement

4

First Amendment to Credit Agreement

5

First Amendment to Credit Agreement

6

First Amendment to Credit Agreement

7

First Amendment to Credit Agreement

8

First Amendment to Credit Agreement

9

First Amendment to Credit Agreement

10

First Amendment to Credit Agreement

11

First Amendment to Credit Agreement

12

First Amendment to Credit Agreement

13

First Amendment to Credit Agreement

14

First Amendment to Credit Agreement

15

First Amendment to Credit Agreement

16

First Amendment to Credit Agreement

17

First Amendment to Credit Agreement

18

First Amendment to Credit Agreement

19

First Amendment to Credit Agreement

20

First Amendment to Credit Agreement

21

First Amendment to Credit Agreement

22

First Amendment to Credit Agreement

23

First Amendment to Credit Agreement